260420.mbx

260420.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, April 20, 2026, Vol. 27, No. 78 Headlines F R A N C E ARTEMIS BIDCO: Moody's Affirms B2 CFR, Alters Outlook to Positive CHROME HOLDCO: S&P Lowers ICR to 'CCC-' on Debt Restructuring Risk I R E L A N D ARMADA EURO I: Moody's Affirms Ba3 Rating on EUR17MM Class E Notes AURIUM CLO III: Moody's Ups Rating on EUR10.5MM Cl. F Notes to Ba2 BBAM EUROPEAN IX: S&P Assigns B- (sf) Rating to Class F Notes CROSS OCEAN IX: S&P Affirms B- (sf) Rating on Class F Notes ELMWOOD EUROPEAN 1: S&P Assigns B- (sf) Rating to Class F Notes POLUS EU XXI: S&P Assigns Prelim B- (sf) Rating to Class F Notes I T A L Y BFF BANK: DBRS Changes Solicitation Status to Unsolicited GG12 SPA: Moody's Puts B2 CFR, Rates New EUR880MM Sr. Sec. Notes B2 L U X E M B O U R G J&F LUXEMBOURG: Moody's Rates New Senior Unsecured Notes 'Ba1' T U R K E Y MUGLA METROPOLITAN: Fitch Affirms 'BB-' IDR, Outlook Now Stable U N I T E D K I N G D O M BELLIS FINCO: Moody's Lowers CFR to B2, Alters Outlook to Stable BRIDGEGATE FUNDING: DBRS Gives (P)B(high) Rating to Cl. F Notes ELSTREE 2026-1: DBRS Finalizes BB(high) Rating on Class X Notes FUTURE PLC: S&P Alters Outlook to Negative, Affirms 'BB+' ICR INNIS & GUNN: Statement of Proposals Available Upon Request M8 TRADING: BTG Begbies Appointed as Administrators P&P NON-FERROUS: Interpath Appointed as Joint Administrators SATUS 2026-1: S&P Puts Prelim BB+ (sf) Rating to Class E-Dfrd Notes - - - - - =========== F R A N C E =========== ARTEMIS BIDCO: Moody's Affirms B2 CFR, Alters Outlook to Positive ----------------------------------------------------------------- Moody's Ratings has affirmed the B2 corporate family rating and B2-PD probability of default rating of Artemis Bidco SAS (Artemis Bidco), the holding company of the French producer of airport ground support equipment (GSE) Alvest Holding SAS (Alvest). Concurrently, Moody's have affirmed the B2 instrument ratings for the company's senior secured bank credit facilities. The outlook was changed to positive from stable. RATINGS RATIONALE "The rating action reflects Alvest's good operating performance in 2025, with an organic revenue growth of around 13% coupled with margin expansion, which has reduced the company's Moody's adjusted leverage to 4.8x for the full year 2025 from 6.1x in 2024. This positions Alvest's CFR strongly into the B2 rating category. Moody's expects structural growth factors such as a continued increase in air traffic movements, electrification and automation in airports to support demand for Alvest's products and services leading to further deleveraging," says Jay Parekh, a Moody's Ratings Analyst and lead analyst for Alvest. Alvest's operating performance remained solid in 2025, with a sales increase of 15% (2% from M&A and 13% organic) which was complemented by EBITDA margin expansion by more than one percentage point supported by cost initiatives and a more favorable product mix. Furthermore, Alvest's flexible manufacturing footprint has supported the company in adapting to US tariffs, which Moody's understands only had a minor impact on the company's operating performance. As such, Alvest's Moody's adjusted leverage reduced from 6.1x in 2024 (pro-forma for the Wollard acquisition and the new capital structure) to 4.8x in 2025 (based on unaudited financials). Moody's expects Alvest to maintain a high-single digit organic growth rate over 2026, which is supported by the company's sizable order backlog of EUR1 billion as of February 2026. Moody's anticipates largely stable margins, as some inflationary pressures are likely compensated by a higher margin product mix. Alvest derives around 10% of its revenues from the Middle East. Moody's don't expect material direct impact of the regional conflict, other than specific projects potentially being delayed. However, higher oil prices from a prolonged conflict, affecting long-term air traffic volumes and potentially higher raw material costs could impact the company negatively. Alvest believes that higher oil prices also could entail commercial opportunities for the company's decarbonization solutions (APU-off products, TaxiBot), which enable fuel savings for airlines. The company's improved earnings translated into a slightly positive Moody's adjusted free cash flow in 2025, despite some inventory buildups and continued high growth capex as the company invests in a larger fleet of equipment for its rental activities in AES and SAS. While Moody's expects cash flow from operations to improve in 2026, driven by working capital reduction and lower interest costs following the repricing in early 2026, Moody's also expects Alvest's growth capex to increase further as part of its fleet investments. Hence, Moody's expects the company to generate a small, yet positive, Moody's adjusted free cash flow in 2026. The lower interest cost following the repricing is also likely to support an improvement in Moody's adjusted EBITA interest coverage towards 3.3x in 2026. More generally, the rating reflects: 1) Alvest's solid business profile, with a market leading position in airport ground service equipment; 2) a diversified manufacturing footprint across 11 facilities, and broad exposure across commercial, military, freight and MRO segments; 3) a sizeable order backlog; 4) growing contribution from services and exposure to demand for electrification and decarbonization solutions in regulated end-markets. However, these positives are offset by: 1) a leveraged capital structure; 2) exposure to cyclical air traffic, including air cargo; 3) some complexity in the organizational structure with AssetCo, an entity located outside of the restricted group which supports the group's leasing strategy by purchasing equipment at arm's length from Alvest's TLD and leasing it back to Alvest's other operating entities within the restricted group; 4) PIK notes outside the restricted group and options to acquire minority interests in several entities of the group, which create potential for re-leveraging of the restricted group in the future; 5) event risk associated with private-equity ownership. RATIONALE FOR POSITIVE OUTLOOK The positive outlook reflects Alvest's strong rating positioning, supported by good underlying demand fundamentals and Moody's expectations of continued organic growth with stable margins resulting in an improvement in credit metrics. Moody's expects Alvest to maintain good liquidity while managing its growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could arise if: -- Track record of solid operational performance and execution in line with the business plan; -- Moody's-adjusted gross debt/ EBITDA sustained below 4.5x; -- Moody's-adjusted EBITA/ Interest sustained above 3x; -- Moody's-adjusted FCF/ debt increasing towards 5%. In addition, financial policy, including the sponsor's commitment of maintaining lower leverage, is an important consideration for a higher rating. Conversely, negative rating pressure could arise if: -- Moody's-adjusted gross debt/ EBITDA sustained above 5.5x; -- Moody's-adjusted EBITA/ Interest sustained below 2x; -- Negative free cash flow leading to deterioration in liquidity profile. LIQUIDITY Alvest's liquidity is good and supported by a cash balance of around EUR79 million as of year-end 2025 as well as a largely undrawn revolving credit facility (RCF) of EUR125 million. The RCF, maturing in 2032, includes a springing covenant set at 8.5x net leverage ratio, tested quarterly only when more than 40% of the facility is drawn. Moody's expects Alvest to generate positive Moody's free cash flow over the next 12-18 months in the range of EUR10-20million. Moody's notes that the company's growth capex for its fleet investments is uncommitted and would only be undertaken if customer contracts are secured. STRUCTURAL CONSIDERATIONS In Moody's loss-given-default (LGD) assessment for Alvest, Moody's ranks pari passu the EUR540 million senior secured EUR term loan B (TLB), the EUR240 million equivalent senior secured USD TLB, and the EUR125 million multi-currency RCF, all maturing in 2032, issued by Artemis Bidco. All share the same collateral package and guarantees from all substantial subsidiaries of the group representing at least 80% of consolidated EBITDA. These senior secured bank credit facilities are rated B2 in line with the corporate family rating. Moody's assumes a standard family recovery rate of 50%, which reflects the covenant-lite nature of the loan documentation, resulting in a B2-PD probability of default rating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Manufacturing published in September 2025. 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 Headquartered in Paris, France, Artemis Bidco SAS, a holding company of Alvest, is the globally leading producer and supplier of aviation ground support equipment (GSE) and associated services. The company's major asset TLD Group originates from 1897 and entered the GSE market in 1950s. Being listed since 1951, the company was taken private in 2006 by Alvest, a company specially formed by AXA Private Equity, rebranded into Ardian in 2013, and TLD management. In January 2025, PAI Partners announced the acquisition of the majority stake in Alvest with management and Ardian remaining minority shareholders. In 2025, Alvest generated revenues of around EUR1 billion by delivering equipment and services in about 170 countries and employing around 4,000 people. CHROME HOLDCO: S&P Lowers ICR to 'CCC-' on Debt Restructuring Risk ------------------------------------------------------------------ S&P Global Ratings lowered its issuer credit and issue level ratings on the ultimate parent of Cerba HealthCare, Chrome HoldCo SAS, and its senior secured debt to 'CCC-' from 'CCC+', and on its unsecured debt to 'CC' from 'CCC-'. The negative outlook indicates the potential for a downgrade in the short term if Cerba HealthCare announces a debt-restructuring process that we consider to be equivalent to a default. Chrome HoldCo SAS (Cerba HealthCare) has announced its intention to open two "mandat ad-hoc"--at the operating company and top company levels--which S&P considers an initial step under French law before formerly entering into debt-restructuring discussions with its lenders. Thanks to the liquidity-enhancing measures on the back of proceeds received in December 2025 from the incremental financial note granted by its shareholder, EQT, S&P sees Cerba HealthCare operating as a going concern and remaining current on its obligations. S&P said, "The 'CCC-' rating reflects our view that we have the certainty that Cerba HealthCare will enter a distressed exchange situation in the short term. Under our criteria, we would consider such a transaction tantamount to a default. Under the terms of the two "mandat ad-hoc" (at Cerba HealthCare's fully owned operating entity Chrome HoldCo and also at Chrome HoldCo SAS, the ultimate parent), we understand that the group is formally opening discussion with its lenders' pool. This initial process leads us to believe that the company will enter into a larger debt restructuring, which might translate into existing lenders receiving less value than original promised. In addition, the company's ongoing underperformance results in sustained high leverage, which we believe will be more than 14x in 2025, and a free operating cash flow (FOCF) after leases deficit. We also note that Cerba HealthCare's operations in the first half are usually more cash consuming for the company, which might be adding additional pressure on liquidity. Therefore, even in the absence of a full debt restructuring, we still think there is a realistic possibility of a conventional default under our criteria on either the senior secured or unsecured debt. "Operating performance in 2025 was weaker than we expected, despite Cerba HealthCare's ongoing and efficient cost-savings plan. Revenue fell by 3.9% compared with 2024, undermined by recent tariffs cuts in France, Italy, Belgium, and Luxembourg, and continued underperformance of the research business. This was in line with our previous expectations. Despite the lower revenue growth, the company reported a slightly increased absolute EBITDA and EBITDA margin by 120 basis points. The lower operational expenditure is linked to the realization of cost-saving initiatives that helped marginally offset the revenue decline, with company-reported EBITDA slightly increasing at about EUR426 million in 2025. Due to the higher-than-expected level of nonrecurring costs, we now expect our adjusted EBITDA to be weaker than we previously expected and negative FOCF after leases generation of at least EUR70 million. We therefore anticipate Cerba HealthCare will report S&P Global Ratings-adjusted leverage above 14.0x in 2025, compared with 13.0x that we previously anticipated, and we believe the deleveraging path will be slower than we expected over the next 18 months. "Nevertheless, we think that Cerba HealthCare should remain current on its obligations to trade creditors throughout, thanks to the liquidity-enhancing measures entered in December 2025. These include a EUR100 million incremental facility note to provide the company with liquidity through the restructuring process. "The negative outlook indicates the potential for a downgrade in the short term if Cerba HealthCare announces a debt-restructuring process that we consider to be equivalent to a default or if it misses any principal or interest payments. "We could lower our rating to 'SD' or 'D' if Cerba HealthCare pursues a transaction that we consider tantamount to a default, including an effective interest payment deferral, or an overall debt-restructuring that we would consider as a distressed exchange. "We could raise our rating on Cerba HealthCare if we no longer view a default scenario as highly probable in the short term. This could occur for instance if the company secures alternative financing that we expect will provide it with a comfortable liquidity cushion." ============= I R E L A N D ============= ARMADA EURO I: Moody's Affirms Ba3 Rating on EUR17MM Class E Notes ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by Armada Euro CLO I Designated Activity Company: EUR28,000,000 Class B-1 Senior Secured Floating Rate Notes due 2033, Upgraded to Aaa (sf); previously on Apr 26, 2021 Assigned Aa2 (sf) EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2033, Upgraded to Aaa (sf); previously on Apr 26, 2021 Assigned Aa2 (sf) EUR23,500,000 Class C Senior Secured Deferrable Floating Rate Notes due 2033, Upgraded to A1 (sf); previously on Apr 26, 2021 Assigned A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR223,000,000 (Current outstanding amount EUR200,088,708) Class A Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf); previously on Apr 26, 2021 Assigned Aaa (sf) EUR22,500,000 Class D Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed Baa3 (sf); previously on Apr 26, 2021 Assigned Baa3 (sf) EUR17,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed Ba3 (sf); previously on Apr 26, 2021 Assigned Ba3 (sf) EUR11,700,000 Class F Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed B3 (sf); previously on Apr 26, 2021 Assigned B3 (sf) Armada Euro CLO I Designated Activity Company, issued in September 2017 and refinanced in April 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Brigade Capital Europe Management LLP. The transaction's reinvestment period ended in July 2025. RATINGS RATIONALE The rating upgrades on the Class B-1, Class B-2 and Class C notes are primarily a result of the deleveraging of the senior notes following amortisation of the underlying portfolio since the payment date in July 2025. The affirmations on the ratings on the Class A, Class D, Class E and Class F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A notes have paid down by approximately EUR22.9 million (10.3%) since the end of the reinvestment period in July 2025. As a result of the deleveraging, over-collateralisation (OC) has increased for Class B-1, Class B-2 and Class C. According to the trustee report dated March 2026[1] the Class A/B and Class C OC ratios are reported at 141.65% and 128.92% compared to August 2025[2] levels of 139.52% and 127.99%, respectively. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR337.3m Defaulted Securities: EUR2.3m Diversity Score: 38 Weighted Average Rating Factor (WARF): 3018 Weighted Average Life (WAL): 4.13 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.42% Weighted Average Recovery Rate (WARR): 45.4% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. AURIUM CLO III: Moody's Ups Rating on EUR10.5MM Cl. F Notes to Ba2 ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by Aurium CLO III Designated Activity Company: EUR18,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2030, Upgraded to Aaa (sf); previously on Aug 22, 2025 Upgraded to Aa3 (sf) EUR22,500,000 Class E Senior Secured Deferrable Floating Rate Notes due 2030, Upgraded to A3 (sf); previously on Aug 22, 2025 Upgraded to Ba1 (sf) EUR10,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2030, Upgraded to Ba2 (sf); previously on Aug 22, 2025 Upgraded to B1 (sf) Moody's have also affirmed the ratings on the following notes: EUR41,500,000 (Current outstanding amount EUR33,360,709) Class B-1 Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf); previously on Aug 22, 2025 Affirmed Aaa (sf) EUR10,000,000 (Current outstanding amount EUR8,038,725) Class B-2 Senior Secured Fixed Rate Notes due 2030, Affirmed Aaa (sf); previously on Aug 22, 2025 Affirmed Aaa (sf) EUR25,500,000 Class C Senior Secured Deferrable Floating Rate Notes due 2030, Affirmed Aaa (sf); previously on Aug 22, 2025 Upgraded to Aaa (sf) Aurium CLO III Designated Activity Company, issued in May 2017 and refinanced in October 2019, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Spire Management Limited. The transaction's reinvestment period ended in April 2021. RATINGS RATIONALE The rating upgrades on the Class D, Class E and Class F notes are primarily a result of the deleveraging of the senior notes following amortisation of the underlying portfolio since the last rating action in August 2025. The affirmations on the ratings on the Class B-1, Class B-2 and Class C notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A notes have been fully repaid and the Class B-1 and Class B-2 notes have paid down by approximately EUR8.14 million (20%) and 1.96 million (20%) respectively since the last rating action. As a result of the deleveraging, over-collateralisation (OC) has increased across the capital structure. According to the trustee report dated February 2026[1] the Class A/B, Class C, Class D, Class E and Class F OC ratios are reported at 324.61%, 200.88%, 158.29%, 125.13% and 113.99% compared to July 2025[2] levels of 170.92%, 143.83%, 129.35%, 114.90% and 109.21%, respectively. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR118.8m Defaulted Securities: EUR0m Diversity Score: 21 Weighted Average Rating Factor (WARF): 3154 Weighted Average Life (WAL): 2.53 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.64% Weighted Average Coupon (WAC): 2.33% Weighted Average Recovery Rate (WARR): 42.98% Par haircut in OC tests and interest diversion test: 2.44% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Long-dated assets: The presence of assets that mature beyond the CLO's legal maturity date exposes the deal to liquidation risk on those assets. Moody's assumes that, at transaction maturity, the liquidation value of such an asset will depend on the nature of the asset as well as the extent to which the asset's maturity lags that of the liabilities. Liquidation values higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. BBAM EUROPEAN IX: S&P Assigns B- (sf) Rating to Class F Notes ------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to BBAM European CLO IX DAC's class A Loan, and class A, B, C, D, E, and F notes. At closing, the issuer also issued EUR29.90 million unrated subordinated notes. The reinvestment period will be approximately 4.52 years, while the non call period will be 1.52 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 2,637.02 Default rate dispersion 561.22 Weighted-average life (years) 5.25 Obligor diversity measure 126.66 Industry diversity measure 24.45 Regional diversity measure 1.38 Country concentration in sovereigns rated below 'AA-' (%) 23.75 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0 Number of performing obligors 168 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 36.35 Actual weighted-average spread net of floors (%) 3.45 Actual weighted-average coupon (%) 5.02 Rating 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 million target par amount, the covenanted weighted-average spread of 3.36%, the covenanted weighted-average coupon of 4.50%, and the target weighted-average recovery rate. 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. "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, C, and D 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 and E 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. Nevertheless, based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, S&P believes 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 have recently been issued in Europe. -- S&P's model-generated portfolio default risk, which is at the 'B-' rating level at 22.38% (for a portfolio with a weighted-average life of 5.25 years) versus 16.80% if it was to consider a long-term sustainable default rate of 3.2% for 5.25 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 regarda 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 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. BBAM European CLO IX 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. RBC Global Asset Management (UK) Ltd manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate A AAA (sf) 165.00 38.00 Three/six-month EURIBOR plus 1.24% A Loan AAA (sf) 83.00 38.00 Three/six-month EURIBOR plus 1.24% B AA (sf) 44.00 27.00 Three/six-month EURIBOR plus 1.95% C A (sf) 23.00 21.25 Three/six-month EURIBOR plus 2.35% D BBB- (sf) 29.00 14.00 Three/six-month EURIBOR plus 3.60% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.50% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.64% Sub notes NR 29.90 N/A N/A *The ratings assigned to the class A-loan and class A and B 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. CROSS OCEAN IX: S&P Affirms B- (sf) Rating on Class F Notes ----------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Cross Ocean Bosphorus CLO IX DAC's class A-R and B-R notes. At the same time, we affirmed our rating on the existing class C, D, E, and F notes and withdrew S&P's ratings on the original class A and B notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction. On Apil 16, 2026, Cross Ocean Bosphorus CLO IX refinanced the existing class A and B notes (originally issued in April 2024) through an optional redemption and issued replacement notes of the same notional. The replacement notes are largely subject to the same terms and conditions as the original notes, except that the replacement notes will have a lower spread over Euro Interbank Offered Rate (EURIBOR) than the original notes. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. - The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,939.88 Default rate dispersion 552.22 Weighted-average life (years) 4.53 Obligor diversity measure 112.99 Industry diversity measure 23.18 Regional diversity measure 1.26 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 4.54 Actual target 'AAA' weighted-average recovery (%) 35.85 Actual target weighted-average spread (net of floors; %) 4.07 Actual target weighted-average coupon 8.75 Rating rationale Under the transaction documents, the rated notes will 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 on April 15, 2029. S&P said, "The portfolio is well diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the target par amount of EUR400 million. We also used the portfolio's actual weighted-average spread (4.07%), reference weighted-average coupon (4.50%), and the actual portfolio weighted-average recovery rates (WARR) for all rated notes. "We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "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, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R and E notes. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R, C, and D notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we capped our assigned ratings on these refinanced notes. "For the class F notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key 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. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P said, "Our model generated break-even default rate at the 'B-' rating level of 23.78% (for a portfolio with a weighted-average life of 4.53 years), versus if we were to consider a long-term sustainable default rate of 3.2% for 4.53 years, which would result in a target default rate of 14.50%." -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting 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 our ratings are commensurate with the available credit enhancement for the class A-R, B-R, C, D, E, and F 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-R to E notes based on four hypothetical scenarios." 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 Ratings assigned Replacement Original notes notes Amount interest interest Credit Class Rating* (mil. EUR) rate§ rate† enhancement (%) A-R AAA (sf) 248.00 3m Euribor 3M Euribor 38.00 + 1.375% + 1.57% B-R AA (sf) 40.00 3m Euribor 3M Euribor 28.00 + 2.30% + 2.70% Rating affirmed Amount Class Rating* (mil. EUR) interest rate § C A (sf) 26.00 3m Euribor + 3.47% 21.50 D BBB- (sf) 26.00 3m Euribor + 4.60% 15.00 E BB- (sf) 20.00 3m Euribor + 6.99% 10.00 F B- (sf) 12.00 3m Euribor + 8.62% 7.00 *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C, 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. ELMWOOD EUROPEAN 1: S&P Assigns B- (sf) Rating to Class F Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Elmwood European CLO 1 DAC's class A-1, A-2, B, C, D, E, and F notes. At closing, the issuer also issued EUR32.1 million unrated subordinated notes and class Z notes. The reinvestment period will be approximately 4.5 years, while the noncall period will be 1.5 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,588.60 Default rate dispersion 618.97 Weighted-average life (years) 5.08 Obligor diversity measure 155.90 Industry diversity measure 24.71 Regional diversity measure 1.40 Country concentration in sovereigns rated below 'AA-' (%) 24.57 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0 Number of performing obligors 174 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 37.11 Actual weighted-average spread net of floors (%) 3.41 Actual weighted-average coupon (%) 4.79 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 million target par amount, the actual weighted-average spread of 3.41%, the actual weighted-average coupon of 4.79%, and the actual weighted-average recovery rate. 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 Oct. 16, 2030, 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 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-1 and A-2 notes can withstand stresses commensurate with the assigned ratings. The class F notes' current BDR 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's model-generated portfolio default risk, which is at the 'B-' rating level at 24.89% (for a portfolio with a weighted-average life of 5.08 years) versus 16.26% if it was to consider a long-term sustainable default rate of 3.2% for 5.08 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. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A-1 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 our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and 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. Elmwood European CLO 1 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. Elmwood Asset Management UK Ltd. and EAM Loan Manager Ltd. manage the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate A-1 AAA (sf) 240.000 40.00 Three/six-month EURIBOR plus 1.22% A-2 AAA (sf) 8.000 38.00 Three/six-month EURIBOR plus 1.55% B AA (sf) 44.000 27.00 Three/six-month EURIBOR plus 1.80% C A (sf) 24.000 21.00 Three/six-month EURIBOR plus 2.10% D BBB- (sf) 28.000 14.00 Three/six-month EURIBOR plus 2.80% E BB- (sf) 18.000 9.50 Three/six-month EURIBOR plus 5.25% F B- (sf) 12.000 6.50 Three/six-month EURIBOR plus 8.50% Z NR 2.000 N/A N/A Sub notes NR 30.100 N/A N/A *The ratings assigned to the class A-1, A-2, and B notes address timely interest and ultimate principal payments. Our 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. POLUS EU XXI: S&P Assigns Prelim B- (sf) Rating to Class F Notes ---------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Polus EU CLO XXI DAC's class A, B, C, D, E, and F notes. At closing, the issuer will also issue unrated subordinated notes. Under the transaction documents, the rated notes will 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 4.5 years after closing, while the noncall period will end 1.5 years after closing. The preliminary ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows and excess spread. -- 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 S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,738.79 Default rate dispersion 486.25 Weighted-average life (years) 4.66 Obligor diversity measure 143.20 Industry diversity measure 20.29 Regional diversity measure 1.20 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 37.49 Target weighted-average coupon (%) 4.85 Target weighted-average spread (net of floors; %) 3.60 S&P said, "We expect the portfolio to be well-diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.50%), and the covenanted weighted-average coupon (4.00%) as indicated by the collateral manager. We assumed the identified weighted-average recovery rates (WARRs) for all rated notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios, for each liability rating category. "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 ratings than those assigned. However, as the CLO will be in its reinvestment period from closing until Nov. 21, 2030, during which the transaction's credit risk profile could deteriorate, we have capped the assigned preliminary ratings. "For the class F notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes. The ratings uplift for this class of notes reflects several key factors, including: -- Their available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 24.08% (for a portfolio with a weighted-average life of 4.66 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.66 years, which would result in a target default rate of 14.91%. -- S&P does not believe that there is a one-in-two chance of this tranche defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for this tranche is commensurate with the assigned 'B- (sf)' rating. "Under our structured finance sovereign risk criteria, we expect the transaction's exposure to country risk to be sufficiently mitigated at the assigned preliminary ratings. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our counterparty criteria. "We expect the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our preliminary ratings are commensurate with the available credit enhancement for the class A to F notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we 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 assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Polus EU CLO XXI 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. Polus Capital Management Ltd. will manage the transaction. Preliminary ratings Prelim Prelim amount Credit Indicative Class rating* (mil. EUR) enhancement (%) interest rate§ A AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.30% B AA (sf) 43.00 27.25 Three/six-month EURIBOR plus 2.00% C A (sf) 24.00 21.25 Three/six-month EURIBOR plus 2.50% D BBB- (sf) 29.00 14.00 Three/six-month EURIBOR plus 3.70% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 6.50% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.51% Sub. notes NR 31.50 N/A N/A *S&P's preliminary ratings on the class A, and B notes address timely interest and ultimate principal payments. Its preliminary ratings on 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. Sub. notes--Subordinated notes. NR--Not rated. N/A--Not applicable. ========= I T A L Y ========= BFF BANK: DBRS Changes Solicitation Status to Unsolicited --------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) notes that the solicitation status of the credit ratings of BFF Bank S.p.A. (BFF or the Bank) changed from solicited to unsolicited, following BFF formally announcing on April 2, 2026 that it has terminated its credit rating relationship with Morningstar DBRS. Morningstar DBRS downgraded BFF's Long-Term Issuer Rating to BB (low) from BB on April 2, 2026 and the long-term credit ratings remain Under Review with Negative Implications. Morningstar DBRS plans to maintain its coverage of BFF on an unsolicited basis until it concludes the rating review, which is likely to take place before June 30, 2026, and then it will withdraw the ratings. GG12 SPA: Moody's Puts B2 CFR, Rates New EUR880MM Sr. Sec. Notes B2 ------------------------------------------------------------------- Moody's Ratings has assigned a B2 corporate family rating and B2-PD probability of default rating to GG12 S.p.A. (Golden Goose or the company). Concurrently, Moody's have assigned a B2 rating to the proposed EUR880 million senior secured notes. The proceeds of the proposed issuance, in combination with EUR1.5 billion of equity consideration will be used to fund the acquisition of Golden Goose by a consortium led by HongShan Capital Group (HSG) and also cover transaction expenses. Moody's have also withdrawn the B1 CFR and B1-PD PDR of Golden Goose S.p.A. The outlook on GG12 S.p.A. is stable and the stable outlook of Golden Goose S.p.A. is unaffected. "The action reflects the company's solid positioning in its targeted market and its healthy track record of organic growth, which Moody's believes will continue" said Fabrizio Marchesi a Moody's Ratings Vice President-Senior Analyst and lead analyst for the company. "The rating also reflects Moody's expectations that the company's financial metrics will gradually improve going forward". Corporate governance considerations were a key rating driver for the rating action. This reflects the appetite for leverage of Golden Goose's shareholders as demonstrated by the proposed financing (Financial Strategy and Risk Management), which are captured under Moody's General Principles for Assessing Environmental, Social and Governance Risks methodology for assessing ESG risks. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. RATINGS RATIONALE Golden Goose has grown strongly over the past five years, with revenue increasing by 175% on a cumulative basis since December 2020. This growth has been organic, driven by both significant new store openings as well as like-for-like gains. As a result, company adjusted EBITDA has risen to EUR248 million as of December 31, 2025, up from EUR87 million in 2020. Although year-over-year headline revenue growth has slowed from around 30% in 2022 to around 11-12% in 2024 and 2025, Moody's forecasts that growth will continue over the next 12-24 months at around 9% per year, thanks to ongoing new store openings and like-for-like gains. This is expected to drive company adjusted EBITDA to around EUR270 million in 2026 and EUR295-300 million in 2027. As a result, Moody's projects an improvement in Moody's-adjusted leverage to 4.4x and 4.2x by December 2026 and 2027, respectively, with Moody's-adjusted (EBITDA less capex)/interest of around 2.5x and Moody's-adjusted free cash flow (FCF)/debt of around 2-3% over the next 12-24 months. Golden Goose's B2 CFR is also supported by the company's brand recognition in the growing luxury sneaker market, with a somewhat diversified channel mix and geographical footprint; an increasing vertically-integrated business model, which enables better control of the supply chain and mitigates social risks; and good liquidity. Concurrently, the rating is constrained by the company's narrow business focus and small scale; exposure to fashion risk as a single-brand company in the highly competitive luxury sneaker market; as well as exposure to potentially cyclical macroeconomic demand conditions and execution risks associated with the company's fast-paced retail expansion strategy. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS Governance was a key rating driver in today's rating action. Financial strategy and risk management is a governance consideration under Moody's General Principles for Assessing Environmental, Social and Governance Risks methodology. The quantum of debt planned demonstrates the company's tolerance to operate with a certain degree of leverage. The company's shareholders include funds managed by HSG, which control around 52% of the share capital, as well as Temasek, QIA, Permira and Carlyle, which together hold around 43% of the share capital, alongside members of management, with a 5% shareholding. As a result, the company's board structure and policies reflect concentrated control and decision making. In terms of financial policy, Moody's considers the company's opening leverage to be moderately high and the B2 rating and stable outlook assumes that the company will continue to invest cash flow into store expansion and manufacturing capacities, while maintaining good liquidity. This includes refraining from any material debt-funded shareholder distributions. Finally, Moody's expects that financial disclosure will be more limited relative to publicly-listed companies. These considerations are reflected in the company's G-4 Issuer Profile Score (IPS), which reflects overall exposure to governance risk, and the company's Credit Impact Score (CIS) of CIS-4. LIQUIDITY Golden Goose's liquidity is good, supported by a forecast cash balance of EUR94 million at transaction closing as well as access to a planned EUR175 million revolving credit facility (RCF), which Moody's expects to be fully undrawn. In addition, Moody's projects that the company will generate around EUR25-30 million of Moody's-adjusted FCF per year from 2026 onwards. The RCF is subject to a leverage covenant, which will be tested if drawings exceed 40%. STRUCTURAL CONSIDERATIONS The B2 rating on the planned EUR880 million senior secured notes due 2033 reflects their presence as the largest debt instrument in the capital structure, ranking behind the planned EUR175 million super-senior RCF. Both instruments are secured by pledges in the issuer's share capital. However, the notes are contractually subordinated to the RCF with respect to the collateral enforcement proceeds. The company's B2-PD probability of default rating is at the same level as the CFR, reflecting Moody's assumptions of a 50% family recovery rate. RATING OUTLOOK The stable outlook reflects Moody's expectations that Golden Goose will continue to grow revenue and EBITDA, driven by controlled retail network expansion as well as positive like-for-like sales gains, such that its Moody's-adjusted financial metrics will improve going forward. The stable outlook also incorporates Moody's assumptions that the company will pursue a balanced financial policy, including refraining from any material debt-funded shareholder distributions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive ratings pressure could develop over time if Golden Goose generates sustained revenue and EBITDA growth such that its Moody's-adjusted EBITDA improves to below 4.0x; Moody's-adjusted (EBITDA less capex) / interest rises to above 2.5x and Moody's-adjusted FCF/debt increases to at least mid-single-digit levels, all on a sustained basis. Positive rating action would also require the company to maintain good liquidity and demonstrate a financial policy which targets leverage levels that are consistent with a higher rating, as well as a demonstrated track record of delivery of this policy. Negative ratings pressure could develop if the company's operating performance deteriorates as a result of, for instance, a decline in like-for-like sales or a decrease in profit margins, such that Moody's-adjusted debt/EBITDA does not remain well below 5.5x, Moody's-adjusted (EBITDA less capex)/interest falls well below 2.0x or Moody's-adjusted FCF generation deteriorates, all on a sustained basis. Moody's could also downgrade the ratings if the company were unable to maintain good liquidity and a healthy cash balance, or its financial policy became more aggressive. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Retail and Apparel published in September 2025. 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 Headquartered in Venice, Italy, Golden Goose is an Italian apparel company that designs, manufactures and distributes casual footwear, ready-to-wear products and accessories. Golden Goose's main products, representing around 90% of sales, are luxury sneakers. Founded in 2000, the company distributes its products through a retail channel with a network of 232 directly operated stores (DOS) as of December 2025, wholesale customers such as well-known department stores, digital channel with partnerships with online retailers and its own website. In the 12 months to December 31, 2025, the company reported EUR734 million of revenue and EUR248 million of EBITDA (as adjusted by the company, after IFRS 16). =================== L U X E M B O U R G =================== J&F LUXEMBOURG: Moody's Rates New Senior Unsecured Notes 'Ba1' -------------------------------------------------------------- Moody's Ratings assigned a Ba1 rating to the proposed backed senior unsecured notes ("exchange notes") due 2032, to be issued by J&F Luxembourg Finance S.a r.l. The issuance is part of an exchange offer and related consent solicitation for any and all outstanding 8.5% senior unsecured notes due 2032 issued by Eldorado Intl. Finance GmbH. The exchange notes will have the same coupon and maturity to Eldorado's existing notes. All other ratings and outlook remain unchanged. The senior unsecured notes will be guaranteed by J&F S.A. (J&F) and its subsidiaries Eldorado Brasil Celulose S.A., LHG Mining Ltda. and Flora Produtos de Higiene e Limpeza S.A. These notes will rank pari passu with all other unsecured and unsubordinated debt obligations of the guarantors. The rating of the proposed notes assumes that the final transaction documents will not be materially different from draft legal documentation reviewed by us to date and assume that these agreements are legally valid, binding and enforceable. RATINGS RATIONALE The notes will have minimum impact on leverage, assuming majority of bondholders will adhere to the transaction, as the notes issued by Eldorado are already consolidated into J&F's financial statements. In the exchange offer, eligible holders may exchange any and all outstanding $500 million principal amount of the 8.5% senior notes due 2032 for J&F's exchange notes, and concurrently consent to amend the related indenture to eliminate substantially all of the restrictive covenants and certain events of default and related provisions. Neither the issuer nor J&F will receive any cash proceeds from the exchange offer, and the existing notes exchanged will be retired or cancelled and will not be reissued. J&F has also announced today the issuance of new benchmark size senior unsecured notes with a 7 to 10-year tenor, and proceeds will be used primarily for liability management purposes. Both transactions will improve J&F's liquidity and simplify the company's capital structure. Still, J&F's consolidated capital structure remains largely influenced by JBS debt, while the absence of guarantees or cross default provisions results in structural subordination for J&F creditors, who have no recourse to JBS assets. On a consolidated basis, J&F liquidity is strong, supported by BRL39.3 billion in cash as of December 2025, which covers debt maturities through 2027, largely related to Eldorado following J&F's acquisition of the 49.4% stake in Eldorado from Paper Excellence. Fully excluding JBS, J&F's liquidity is relatively weaker. The Ba1 ratings continue to reflect J&F's position as a large Brazilian conglomerate with fully owned operations across multiple business segments, such as pulp, mining, energy, and consumer goods, and a 50.4% stake (as of December 2025) in JBS N.V. (Baa3 stable), the world's largest protein producer, which is fully consolidated into J&F's financial statements. The rating is constrained by the commodity nature of a substantial portion of the portfolio and the still-modest contribution from most segments relative to JBS. Moreover, given the concentrated ownership structure, governance considerations weigh on the ratings. J&F's ESG profile is driven mainly by JBS, with environmental and social risks are concentrated in protein (especially beef) and mining, while governance remains a key constraint due to past compliance failures—despite recent improvements—because ownership concentration and limited track record still weigh on the assessment. The stable outlook reflects Moody's views that J&F credit metrics will remain supported by its diversification and increasing contribution from the energy, pulp and mining segments, combined with robust dividend flows from JBS. The outlook also incorporates Moody's expectations that J&F will sustain strong liquidity over the next 12–18 months and maintain disciplined capital allocation, including a conservative stance on dividends and M&A. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING A rating upgrade would require J&F to maintain strong credit metrics through commodity cycles. For an upgrade consideration, J&F to generate positive FCF on a consistent basis, while managing its M&A strategy and dividend distributions without compromising liquidity. Additionally, the company should progressively adjust its capital structure to reduce overall debt level. Sustaining robust performance irrespective of fluctuations in commodity prices and macroeconomic conditions remains relevant for an upgrade consideration. Furthermore, although Moody's acknowledges the strong operational and ownership ties between J&F and JBS, any alterations in the ownership structure, the mix of subsidiaries, their credit quality, or the overall capital structure could impact J&F's rating. Quantitatively, positive rating pressure could arise if its leverage (total debt/EBITDA) improves toward 2.5x and its retained cash flow (RCF)/net debt improves toward 30% and stays above this level on a sustained basis. The rating could be downgraded if there is a deterioration in the subsidiaries' operating performance, specially JBS N.V., which is the main dividend contributor to J&F, or if J&F's financial policy becomes more aggressive, or its liquidity deteriorates. A downgrade might also be triggered by events that increase liquidity risk or cause reputational damage, such as M&A activities or litigation. Quantitatively, a downgrade could also occur if the company's leverage (total debt/EBITDA) remains above 3.5x and RCF/net debt remains below 25% for a prolonged period. All metrics are evaluated on a consolidated basis, incorporating 100% of JBS N.V. J&F S.A. is an industrial conglomerate with over 70 years of history, having significant operations in protein, pulp, energy, mining, and hygiene and beauty. It operates businesses on a global scale, with high market share and strategic relevance in the markets where it operates, both in terms of production volume and competitive position. The group's strategy combines leading export businesses in their respective segments, directly exposed to global commodity cycles, with relevant assets in each of the business segments it operates, supported by long-term contracted revenues, which provide greater visibility and stability to consolidated performance. Net revenue in full year 2025 was BRL501 billion. The principal methodology used in this rating was Protein and Agriculture published in October 2025. =========== T U R K E Y =========== MUGLA METROPOLITAN: Fitch Affirms 'BB-' IDR, Outlook Now Stable --------------------------------------------------------------- Fitch Ratings has revised Mugla Metropolitan Municipality's Outlook to Stable from Positive, while affirming its Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-' and withdrawn the ratings. Under applicable credit rating agency (CRA) regulations, the publication of local and regional government (LRG) reviews is subject to restrictions and must take place according to a published schedule, except where it is necessary for CRAs to deviate from the schedule in order to comply with the CRAs' obligation to issue credit ratings based on all available and relevant information and disclose credit ratings in a timely manner. Fitch interprets this provision as allowing us to publish a rating review in situations where there is a material change in the creditworthiness of the issuer that Fitch believes makes it inappropriate for us to wait until the next scheduled review date to update the rating or Outlook/ Watch status or to announce the rating withdrawal. The next scheduled review date for Mugla Metropolitan Municipality was 12 June 2026. Fitch believes the recent revision of Turkiye's Outlook and the withdrawal of Mugla's ratings warrant such a deviation from the calendar. Its rationale for the Outlook change is set out in the first part (High weight factors) of the Key Rating Drivers section below. Fitch has withdrawn Mugla's ratings for commercial reasons. It will no longer provide ratings or analytical coverage of the metropolitan municipality. Key Rating Drivers HIGH Sovereign Cap The revision of the Outlook reflects the revision of Turkiye sovereign's Outlook to Stable from Positive on 10 April 2026 (see 'Fitch Revises Turkiye's Outlook to Stable; Affirms at 'BB-''), as Mugla's ratings are capped by the Turkish sovereign rating. Under Fitch's International LRG Rating Criteria, Turkish LRGs cannot be rated above the sovereign due to high fiscal interdependence between the central government and Turkish subnationals. LOW There has been no material change in Mugla's risk profile or financial profile, and, therefore, no change in its Standalone Credit Profile (SCP). Mugla's 'bbb+' SCP results from a 'Weaker' risk profile and a 'aaa' financial profile. The 'bbb+' SCP is based on the payback ratio being at the stronger end of the 'aaa' range compared with those of its national and international peers in the same rating category. In its assessment Fitch does not apply extraordinary support from the upper-tier government or asymmetric risk. The IDRs are not affected by any other rating factors but are capped by the Turkish sovereign IDRs. For more information, see ' Fitch Revises Outlooks on 9 Turkish LRGs to Positive on Sovereign Rating Action ' dated 5 February 2026 and 'Fitch Affirms Mugla Metropolitan Municipality at 'BB-'; Outlook Stable' dated 11 July 2025. Issuer Profile Mugla's local economy is dominated by the services sector (66%), largely driven by tourism, followed by industry (21%) and agriculture (13%). Its GDP per capita of TRY526,553 exceeded the national average of TRY503,076 in 2024. Key Assumptions Qualitative Assumptions and Assessments and weight in the rating decision: Risk Profile: Weaker, Unchanged with Low weight Revenue Robustness: Midrange, Unchanged with Low weight Revenue Adjustability: Weaker, Unchanged with Low weight Expenditure Sustainability: Weaker, Unchanged with Low weight Expenditure Adjustability: Midrange, Unchanged with Low weight Liabilities and Liquidity Robustness: Midrange, Unchanged with Low weight Liabilities and Liquidity Flexibility: Weaker, Unchanged with Low weight Financial Profile: aaa, Unchanged with Low weight Asymmetric Risks (Notches): N/A, Unchanged with Low weight Budget Loans (Notches): N/A, Unchanged with Low weight Ad-Hoc Support (Notches): N/A, Unchanged with Low weight Sovereign Cap (Long-Term Foreign-Currency IDR): 'BB-', Deteriorated with High weight Sovereign Cap (Long-Term Local-Currency IDR) 'BB-', Deteriorated with High weight Sovereign Floor: N/A, Unchanged with Low weight Quantitative assumptions - issuer-specific For quantitative assumptions see the latest published rating action commentary. No weights and changes since the last review are included as none of these assumptions were material to the rating action. Quantitative assumptions - Sovereign-Related Figures as per Fitch's sovereign actual for 2024 and forecast for 2027, respectively (no weights and changes since the last review are included as none of these assumptions were material to the rating action). - GDP per capita (US dollar, market exchange rate): 15,430; 20,626 - Real GDP growth (%): 3.3; 4.2 - Consumer prices (annual average % change): 60.0; 23.8 - General government balance (% of GDP): -4.6; -4.0 - General government debt (% of GDP): 23.6; 25.8 - Current account balance plus net FDI (% of GDP): -0.6; -2.6 - Net external debt (% of GDP): 12.0; 15.7 - IMF Development Classification: EM (emerging market) - CDS Market-Implied Rating: 'BB-' RATING SENSITIVITIES Not applicable as the ratings have been withdrawn. Sources of Information Discussion Note Committee date: 13 April 2026 There was an appropriate quorum at the committee and the members confirmed that they were free from recusal. It was agreed that the data was sufficiently robust relative to its materiality. During the committee no material issues were raised that were not in the original committee package. The main rating factors under the relevant criteria were discussed by the committee members. The rating decision as discussed in this rating action commentary reflects the committee discussion. Public Ratings with Credit Linkage to other ratings Mugla's IDRs are capped by the Turkish sovereign's IDRs. 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. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Mugla Metropolitan Municipality. Following the withdrawal of ratings for Mugla, Fitch will no longer be providing the associated Climate VS or ESG Relevance Scores. Entity/Debt Rating Prior ----------- ------ ----- Mugla Metropolitan Municipality LT IDR BB- Affirmed BB- LT IDR WD Withdrawn ST IDR B Affirmed B ST IDR WD Withdrawn LC LT IDR BB- Affirmed BB- LC LT IDR WD Withdrawn Natl LT AAA(tur) Affirmed AAA(tur) Natl LT WD(tur) Withdrawn =========================== U N I T E D K I N G D O M =========================== BELLIS FINCO: Moody's Lowers CFR to B2, Alters Outlook to Stable ---------------------------------------------------------------- Moody's Ratings has downgraded Bellis Finco PLC's (ASDA) corporate family rating to B2 from B1 and the probability of default rating to B2-PD from B1-PD. Concurrently, Moody's have downgraded the instrument ratings of the backed senior secured notes and senior secured bank credit facilities issued by Bellis Acquisition Company PLC to B2 from B1. The outlook on both entities has been changed to stable from negative. "The downgrade of ASDA's ratings follows a year of weak operating performance in 2025, primarily driven by disruption associated with the company's "Project Future" IT transformation programme, during which the company's EBITDA declined by around one third year-on-year", says Timo Fittig, Assistant Vice President-Analyst at Moody's Ratings. "While some earnings pressure had been anticipated as part of ASDA's turnaround strategy, Moody's now expect that it will take at least two years for the company to return to its 2024 revenue and EBITDA levels", adds Fittig. RATINGS RATIONALE The downgrade of ASDA's ratings reflects delays in the execution of the company's turnaround strategy, stemming from significant operational challenges over the past year. This delay, which management estimates has set the turnaround trajectory back by around six months, means that ASDA's credit metrics will likely remain well below Moody's expectations for the B1 rating over the next two years. More positively, Moody's considers that the main reason for the company's weaker-than-expected performance in 2025 was primarily driven by disruption associated with the company's "Project Future" IT transformation programme, rather than by an ineffective underlying strategy. Reduced product availability and a resulting deterioration in customer satisfaction led to the underperformance. ASDA's Moody's-adjusted EBITDA declined to GBP1,079 million in 2025, around GBP200 million below Moody's prior forecast and nearly GBP400 million lower than in 2024. Despite the sharp decline in earnings, ASDA generated GBP189 million of free cash flow (Moody's definition) in the year and Moody's forecasts free cash flow to remain sustainably positive in coming years. As reported with ASDA's fourth quarter results last month, the company has seen some improvement in sales during the first quarter of the year, with like for like sales excluding fuel stabilising. Furthermore, management has indicated that product availability issues have been largely resolved and that customer experience has improved in recent months. Moody's nonetheless expect a lag before these operational improvements translate into sustained sales growth and anticipate that it will take several more months for momentum to rebuild. According to recent data published by Kantar Worldpanel, ASDA's grocery market share has stabilised at around 11.5%, after dropping by 1.7% over the past two years. While some risk of renewed disruption remains, Moody's forecasts a modest increase in ASDA's sales and EBITDA in 2026. A resurgence of food inflation in the UK, also as a result of the ongoing Middle East conflict, could benefit grocers with value-focus such as ASDA, however, this is not incorporated in Moody's base-case forecast. RATING OUTLOOK The stable outlook reflects Moody's views that ASDA will return to sustained revenue and earnings growth over the next 12-18 months, although Moody's still see some execution risks associated with the company's strategy, which might require further investments. The outlook also considers Moody's expectations that ASDA will continue to generate positive free cash flow and maintain adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Although unlikely in the near term, ASDA's ratings could be upgraded if the company returns to sustainable revenue and EBITDA growth, overcoming the operational challenges faced in recent months; Moody's-adjusted Debt/EBITDA sustainably decreases below 6.0x; Moody's-adjusted (EBITDA-Capex)/Interest increases above 1.75x; and Moody's-adjusted free cash flow is consistently positive and liquidity good. The ratings could be downgraded if ASDA's operating performance deteriorates further and the company loses additional market share; Moody's-adjusted Debt/EBITDA sustainably increases well above 7x; Moody's-adjusted (EBITDA-Capex)/Interest fails to improve towards 1.25x; Moody's liquidity assessment weakens as a result of negative free cash flow or increasing refinancing risk. LIQUIDITY PROFILE Moody's considers ASDA's liquidity to be adequate. At the end of December 2025, the company had GBP1,339 million of cash on balance sheet and a fully available GBP793 million senior secured revolving credit facility with maturity in October 2028. Moody's expects the company to continue generating positive free cash flow of about GBP90 million in 2026 and GBP140 million in 2027. The company has no substantial debt maturity until 2029 and its liquidity has been boosted by a sale and leaseback (S&LB) transaction completed in late 2025 which brought the company cash proceeds of over GBP500 million. Liquidity is further underpinned by a portfolio of freehold and long leasehold properties, along with land, independently valued by CBRE at GBP7.9 billion as at December 2023 and adjusted for the recent S&LB transaction, including sites subject to ground rent obligations which are worth about GBP750 million. STRUCTURAL CONSIDERATIONS The first lien instrument ratings are in line with the CFR. The senior secured debt is secured on a pari passu first ranking basis by security from the senior secured borrower/issuer over the intragroup receivables, bank accounts and a floating charge over substantially all assets and a first ranking third party share pledge over the shares in the senior secured borrower/issuer and intragroup receivables. The guarantor coverage test is 80% of Consolidated EBITDA and "Material Subsidiaries" of the ASDA group (who will provide guarantees) are those that account for 5% or more of Consolidated EBITDA. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Retail and Apparel published in September 2025. 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. CORPORATE PROFILE Headquartered in Leeds, West Yorkshire, ASDA is the third largest grocery retailer and the second largest independent fuel retailer in the UK by sales. In 2025, the company reported GBP26 billion of revenue, including around GBP4.9 billion from fuel (or 19%), and an after-rent EBITDA of GBP761 million (before-rent: GBP1,143 million). In addition to food and fuel, the company derives a substantial proportion of its profits from general merchandise, clothing and foodservices as a franchisee of Burger King, Greggs, and Subway. ASDA operates over 1,100 stores including supermarkets, hypermarkets, convenience stores and fuel forecourts. The company is owned by TDR Capital LLP, Walmart Inc. (US) (via certain senior and special participation shares) and Able Holdings Limited (originally jointly owned by the Issa brothers), since February 2021. In November 2024, TDR Capital LLP acquired additional shares from Zuber Issa, who also resigned from the board. This acquisition increased TDR Capital's stake to 67.5%, with Mohsin Issa retaining 22.5%, and Walmart Inc. holding the remaining 10%. BRIDGEGATE FUNDING: DBRS Gives (P)B(high) Rating to Cl. F Notes --------------------------------------------------------------- DBRS Ratings Limited (Morningstar DBRS) assigned provisional credit ratings to the residential mortgage-backed notes to be issued by Bridgegate Funding PLC (the Issuer) as follows: -- Class A at (P) AAA (sf) -- Class B at (P) AA (low) (sf) -- Class C at (P) A (sf) -- Class D at (P) BBB (sf) -- Class E at (P) BB (high) (sf) -- Class F at (P) B (high) (sf) Morningstar DBRS does not rate the Class X, Class R, Class Z, Class S1, and Class S2 certificates as well as residual certificates also expected to be issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in the UK. The collateralised notes (from Class A to Class F and Class Z notes) are backed by owner-occupied (OO) and buy-to-let (BTL) mortgage loans originated by The Mortgage Business Public Limited Company (TMB), a subsidiary of Bank of Scotland plc, which is part of the Lloyds Banking Group plc. TMB will act as the servicer of the transaction, Bank of Scotland plc will act as Collection Account Bank and Issuer Account Bank, whereas Lloyds Bank plc will be the Risk Retention Holder and Administrator. There will be no backup servicer appointed at closing. The initial mortgage portfolio consists of GBP 1.32 billion of first-lien BTL mortgages (accounting for 53% of the pool) and OO mortgages (47%) secured by properties in the UK. Most of the loans (92% of the pool) pay on an interest-only (IO) basis. The portfolio has a weighted average (WA) seasoning of almost 20 years as about half of the portfolio was originated at the onset of the Great Financial Crisis between 2007 and 2009 whereas the remaining half was originated earlier than 2007. Thanks to house price indexation, the WA current indexed loan-to-value ratio of the portfolio is currently 51.3%. A significant portion of the mortgages (18.3%) has an arrears balance equivalent to more than 90 days in arrears. While only 2.3% is currently marked as defaulted by the servicer an additional 5.5% of mortgage is currently under litigation with the borrowers. Past due loans account for 11.9% of the portfolio, of which only 1.1% are marked as defaulted by the servicer. Past due loans are loans that have matured in the past and are technically in default status while still, in most cases, paying their regular IO instalment with 4.3% of mortgages in the pool being past due loans with no arrears balance. An additional 45.0% of the portfolio is composed of IO loans scheduled to mature before the end of 2030. Most of the portfolio (97.0%) pays a floating rate either linked to the Bank of England Base Rate (59.2% of the pool) or a Standard Variable Rate (SVR) established by the servicer. The portfolio also contains 3.0% of loans currently paying a fixed rate. Following allowed product transfers granted by the servicer, the portion of fixed-rate loans can increase up to 7.5% before the transaction documentation requires the Issuer to enter into a swap agreement to hedge the mismatch between the fixed-rate assets and floating-rate liabilities The scope of the issuance of the notes is to refinance the original transaction that closed in January 2023. On the closing date of the refinanced transaction, the Issuer will deposit the proceeds of the refinanced notes in an account secured for the benefit of the holders of the original notes. On 16 April 2026, the Issuer will use the proceeds of this issuance to redeem the original notes. The original noteholders will have no further claims against the Issuer. All the portfolio collections from 1 April 2026 to 31 July 2026 will be part of the available funds on the first payment date of the refinanced transaction on 17 August 2026. The refinanced notes will have quarterly payment dates on the 15th of February, May, August, and November of each year. The Issuer is expected to issue seven tranches of collateralised mortgage-backed securities (the Class A, Class B, Class C, Class D, Class E, Class F, and Class Z notes). Additionally, the Issuer is expected to issue two classes of noncollateralised notes, the Class X and Class R Notes. The coupon on the Class A to Class F notes will step up on the interest payment date (IPD) falling in November 2029, which is also the First Optional Redemption Rate (FORD). The notes can be redeemed in full, at the outstanding balance plus accrued interest, on any subsequent payment date. Following the FORD, excess spread, after payment of interest and principal on the Class X notes, can be used to amortise the notes following the optional redemption date, likely allowing a faster buildup of credit enhancement. Interest due and payable on the Class B, Class C, Class D, Class E, and Class F notes can be deferred until the relevant class of notes becomes the most senior outstanding. Failure to repay the accumulated interest shortfalls on the payment date that those classes of notes become most senior does not constitute an event of default under the terms of the notes. Instead, the previously deferred interest becomes due only at the legal final maturity of the notes in May 2080. The transaction benefits from an amortising liquidity reserve fund (LRF). The LRF is sized at 1.0% of the Class A and Class B notes' outstanding balance and covers senior costs and expenses as well as Class A and (subject to conditions) Class B notes interest. One-quarter of the initial balance of the LRF was funded at closing through the issuance of Class R notes. The LRF will then be topped up to its target amount via available principal receipts on each IPD until the cumulative amount of transferred principal receipts (disregarding any amounts previously drawn) equals the required amount on that IPD. The transaction benefits from a nonamortising general reserve fund (GRF), which provides liquidity and credit support to the Class A to Class F notes. The GRF will not be funded at closing but will be funded through excess spread. The target amount will be 1.0% of Class A to F notes' initial balance minus the LRF target balance. In addition, the transaction documentation also envisages principal borrowing, which can be used to cover for any shortfall in payment of senior fees, swap payments, Issuer profit amount, and interest shortfalls of the most senior outstanding class of notes. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement; -- The mortgage portfolio's credit quality and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analysed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, and Class F notes according to the terms of the transaction documents; -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- The expected consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology and the presence of legal opinions that are expected to address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated notes are the related interest amounts and the related class balances. Morningstar DBRS' credit ratings on the rated notes also address the credit risk associated with the increased rate of interest applicable to each of the rated notes if the rated notes are not redeemed on the optional redemption date (as defined in and) in accordance with the applicable transaction document(s). Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Morningstar DBRS analysed the transaction structure in Intex DealMaker, considering the default rates at which the rated notes did not return all specified cash flows. Notes: All figures are in British pound sterling unless otherwise noted. ELSTREE 2026-1: DBRS Finalizes BB(high) Rating on Class X Notes --------------------------------------------------------------- DBRS Ratings Limited (Morningstar DBRS) finalised provisional credit ratings on the residential mortgage-backed notes issued by Elstree 2026-1 Mix PLC (the Issuer) as follows: -- Class A notes at AAA (sf) -- Class B notes at AA (high) (sf) -- Class C notes at A (high) (sf) -- Class D notes at BBB (high) (sf) -- Class E notes at BB (high) (sf) -- Class F notes at BB (sf) -- Class X notes at BB (high) (sf) The finalised credit ratings on the Class E and Class F notes are lower than the provisional credit ratings Morningstar DBRS assigned because of the higher priced margins on most of the junior notes. The credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal on or before the legal final maturity date in September 2066. The credit ratings on Class B, Class C, Class D, Class E, and Class F notes address the timely payment of interest when most senior and the ultimate repayment of principal on or before the legal final maturity date in September 2066. The credit rating on the Class X notes addresses the ultimate repayment of principal on or before the legal final maturity date in September 2066. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote, special-purpose vehicle incorporated in England and Wales. The notes issued funded the purchase of residential assets originated by West One Secured Loans Limited (WOSL), part of Enra Specialist Finance (Enra) in the UK. WOSL acts as the servicer of the respective loans in the portfolio. Enra is a UK specialist provider of property finance. CSC Capital Markets UK Limited acts as the back-up servicer facilitator. The provisional mortgage portfolio consists of GBP 251 million second-lien owner-occupied and first- and second-lien buy-to-let (BTL) mortgages secured by properties in the UK. The transaction includes a prefunding mechanism where the seller has the option to sell recently originated mortgage loans to the Issuer subject to certain conditions to prevent a material deterioration in credit quality (the Conditions for Acquisition of Additional Mortgage Loans). The acquisition of these assets shall occur before the first interest payment date (IPD) using the proceeds standing to the credit of the prefunding reserve. Any funds that are not applied to purchase additional loans will flow through the pre-enforcement principal priority of payments and pay down the rated notes on a pro rata basis. The Issuer issued six tranches of collateralised mortgage-backed securities (the Class A, Class B, Class C, Class D, Class E, and Class F notes) to finance the purchase of the portfolio and fund the prefunding reserve at closing. Additionally, the Issuer issued one class of noncollateralised notes, the Class X notes. The LRF will be funded on the first IPD through principal receipts and shall be available to cover shortfalls of senior fees and interest on the Class A and Class B notes after the application of revenue and before the use of principal. The LRF will be nonamortising and will be sized at closing at 1.00% of the initial Class A and Class B notes. On each IPD, the target level will be 1.00% of the amount outstanding of the Class A and Class B notes at closing until the Class B notes have redeemed. The reserve target amount will become zero once the Class B notes are redeemed in full. It shall be released and part of available principal receipts when either (1) the optional redemption has been exercised, (2) on any IPD where the Class B has been redeemed, or (3) on the final redemption date. The transaction is structured to initially provide 17.50% of credit enhancement to the Class A notes comprising subordination of the Class B to Class F notes. The transaction features a fixed-to-floating interest rate swap, given the presence of a portion of fixed-rate loans (with a compulsory reversion to floating in the future) while the liabilities pay a coupon linked to the daily compounded Sterling Overnight Index Average. The swap counterparty appointed at closing is Lloyds Bank Corporate Markets PLC (Lloyds). Based on Morningstar DBRS' credit rating on Lloyds, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to Lloyds to be consistent with the provisional credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology (the Legal Criteria). Furthermore, Citibank N.A., London Branch acts as the Issuer Account Bank and National Westminster Bank Plc has been appointed as the Collection Account Bank. Both entities are privately rated by Morningstar DBRS, meet the eligible credit ratings in structured finance transactions, and are consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' Legal Criteria. Product switches will be allowed for the loans in the portfolio up to a limit of 20% of the portfolio at closing, prior to the step-up date and subject to satisfaction of specific permitted product switch criteria. If any of these product switches result in breach of the criteria, such loans will be repurchased by the seller. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement. -- The credit quality of the mortgage loan portfolio and the ability of the parties to perform servicing and collection activities. -- Morningstar DBRS calculated the portfolio default rate (PD), loss given default (LGD), and expected loss assumptions on the portfolio by using the European RMBS Insight Model. -- The ability of the transaction to withstand stressed cash flow assumptions and repay the noteholders according to the terms and conditions of the notes. -- The consistency of the transaction's legal structure with Morningstar DBRS' Legal Criteria and the presence of legal opinions addressing the assignment of the assets to the Issuer. -- The relevant counterparties, as rated by Morningstar DBRS, are appropriately in line with Morningstar DBRS' Legal Criteria to mitigate the risk of counterparty default or insolvency. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as downgrade and replacement language in the transaction documents. -- The sovereign credit rating of the United Kingdom of Great Britain and Northern Ireland, currently rated AA with a Stable trend as of the date of this press release. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the related interest amounts and the related class balances. Morningstar DBRS' credit ratings on the rated notes also addresses the credit risk associated with the increased rate of interest applicable to the rated notes if the rated notes are not redeemed on the Optional Redemption Date (as defined in and) in accordance with the applicable transaction document(s). Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in British pound sterling unless otherwise noted. FUTURE PLC: S&P Alters Outlook to Negative, Affirms 'BB+' ICR ------------------------------------------------------------- S&P Global Ratings revised its outlook on Future PLC to negative from stable and affirmed its 'BB+' long-term issuer credit and issue ratings on the company and its senior notes. The negative outlook reflects the risk of a downgrade over the coming quarters if the group's revenue and margin continue to decline and lead to adjusted leverage above 2.0x and weaker cash flow generation. On March 31, Future PLC issued a profit warning due to audience and revenue declines in its higher-margin programmatic advertising and e-commerce affiliate link verticals. S&P forecasts its revenue will decline by 3% in fiscal 2026 (year ending Sept. 30, 2026) and S&P Global Ratings-adjusted EBITDA margin will decrease to 23% in fiscal 2026, down from 26% in fiscal 2025. S&P now expects Future's adjusted debt to EBITDA will increase to 2.3x in fiscal 2026 and might remain above 2.0x in fiscals 2027 and 2028. S&P said, "The outlook revision to negative reflects our expectation of Future's continued revenue decline and lower margins leading to leverage above 2x in fiscal 2026. Future's recent performance has fallen short of our expectations due to reduced website traffic stemming from the impact of AI chatbots and changes to algorithms and Google Search, disproportionately affecting its higher-margin programmatic advertising and e-commerce segments. In fiscal 2025 revenue declined by 6%. These challenges are persisting into fiscal 2026, and caused the company to lower its operating performance guidance on March 31. As a result, we have significantly lowered our revenue and margin forecasts for Future. We now anticipate a continued revenue decline through fiscal 2026 and for revenue to stabilize in 2027, resulting in S&P Global Ratings-adjusted leverage increasing above 2.0x in 2026. We see downside to our forecast if Future is unable to stabilize its revenue and margin decline. We believe the business is now structurally weaker, given ongoing industry headwinds and pressured operating performance. That said, we continue to expect Future to continue generating solid free cash flow, which would give it capacity to deleverage, in line with its comparatively conservative financial policy. "We expect weaker profitability for Future due to declining revenue in its higher-margin business segments. We forecast a 3% revenue decrease in fiscal 2026, reflecting broader industry and macroeconomic pressures. Specifically, we expect continued headwinds in programmatic advertising and e-commerce--areas that contribute significantly to overall margins--because of recent changes to the Google Core algorithm and Google Discover. This will be only partially mitigated by growth in direct advertising, stable business-to-business (B2B) revenue, cross-selling initiatives, new product launches, and the anticipated recovery of Go.Compare. From fiscal 2027, we forecast annual revenue to stabilize, thanks to direct advertising growth and a full contribution of U.K.-based digital lifestyle publisher SheerLuxe, acquired in January 2026. We expect a 3%-5% annual decline in print magazine revenue, partly offset by premium titles and special editions. We therefore forecast that Future's S&P Global Ratings-adjusted EBITDA margins will decline to 22%-23% in fiscal years 2026-2028." Future's business model is exposed to AI disruption, but the company is adapting. AI is changing the way content is consumed, and Future's website sessions have decreased 10% year over year from fiscal 2024 to 2025, and 20% year over year from the first half of fiscal 2025 to the same date in 2026, with traffic shifting to AI-powered content feeds like Google Discover from Google Search (now 27% of Future's audience traffic, down from 67% in 2019). Future's AI strategy includes pivoting away from the dependence on traditional search results toward more visibility and engagement in AI-driven search, large language model (LLM) chat bots and social media, monetizing content by developing tailored content packages, and enhancing advertising through data analytics. It recently rolled out its new Future Optic initiative aimed at tailoring its content, enhancing its visibility in LLM search results, and offering comprehensive brand packages to advertisers. While this strategy might not be enough to offset the decline in traffic and ad sales, Future benefits from revenue streams that are comparatively less susceptible to AI disruption--such as magazines, B2B, and the price comparison business that account for 67% of fiscal 2025 revenue. Future remains committed to its prudent financial policy and benefits from adequate liquidity. S&P said, "We project S&P Global Ratings-adjusted debt to EBITDA will increase to 2.3x in fiscal 2026, driven by weaker EBITDA and the impact of the SheerLuxe acquisition, and will remain elevated in fiscals 2027 and 2028. In our adjusted debt calculation, we no longer net cash and our forecast includes the accruing earn-out liability related to the SheerLuxe acquisition. We assume Future will maintain a prudent financial policy--targeting reported net debt to EBITDA of 1.0x-1.5x--and prioritize deleveraging, enabled by robust free operating cash flow (FOCF) to debt of 27%-28% in fiscal years 2027-2028, following a temporary dip to 23% in fiscal 2026." The negative outlook reflects the risk of a downgrade over the coming quarters if the group's revenue and margin continue to decline and lead to adjusted leverage above 2.0x and weaker cash flow generation. S&P said, "We could lower the rating if the company is unable to stabilize its operating performance and return to growth, leading to weaker profitability, as well as if S&P Global Ratings-adjusted leverage remains above 2.0x and FOCF to debt weakened to below 25%. "We could revise the outlook to stable if Future returns to organic revenue growth and stabilizes profitability and remains committed to its financial policy, such that its S&P Global Ratings-adjusted reduces below 2.0x and FOCF to debt remains over 25%." INNIS & GUNN: Statement of Proposals Available Upon Request ----------------------------------------------------------- Innis & Gunn Holdings Limited, placed into administration in the Court of Session, Court Number P255/26, disclosed that the company's Joint Administrators are to provide a copy of the statement of proposals for achieving the purpose of administration free of charge to any member of the company who applies in writing to Innis & Gunn Holdings Limited - in Administration, C/o FTI Consulting LLP, 200 Aldersgate, Aldersgate Street, London, EC1A 4HD. Christopher Jon Bennett, Oliver Stuart Wright and Samuel Alexander Ballinger of FTI Consulting LLP were appointed as Joint Administrators of the company last March 6, 2026. Trading as Innis & Gunn, Innis & Gunn Holdings Limited's registered office is at c/o FTI Consulting LLP, Wizu Workplace, 2 West Regent Street, Glasgow, G2 1RW. Its principal trading address is at Orchard Brae House, 30 Queensferry Road, Edinburgh, Scotland, EH4 2HS. The Joint Administrators can be reached at: Christopher Jon Bennett Oliver Stuart Wright Samuel Alexander Ballinger FTI Consulting LLP 200 Aldersgate Aldersgate Street London EC1A 4HD For further details, contact: Tolu Awoniyi Tel. No: 020 3077 0132 Email: Innisandgunncreditors@fticonsulting.com M8 TRADING: BTG Begbies Appointed as Administrators --------------------------------------------------- M8 Trading Ltd fka AWH Legal 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 Hosking of BTG Begbies Traynor (London) LLP and Dean Watson of BTG Begbies Traynor (Central) LLP were appointed as administrators on March 2, 2026. This notice is in substitution for that which appeared in The London Gazette on March 13, 2026- notice ID 5077539; issue number 65016, and page 4938 in the March 16, 2026 printed edition. M8 Trading Ltd, trading as AWH Solicitors, is a company of solicitors. Its registered office is at Suite 1 Business Development Centre, Eanam Wharf, Blackburn, BB1 5BL. Its principal trading address is at Suite 1 Business Development Centre, Eanam Wharf, Blackburn, BB1 5BL; Universal Square, Devonshire Street, Manchester, M12 6JH. The Administrators can be reached at: Andrew Hosking BTG Begbies Traynor (London) LLP 31st Floor 40 Bank Street London E14 5NR -- and -- Dean Watson BTG Begbies Traynor (Central) LLP 340 Deansgate Manchester M3 4LY For further details, contact: Elliot Bero BTG Begbies Traynor (London) LLP Tel. No: 020 7516 1500 Email: elliot.bero@btguk.com P&P NON-FERROUS: Interpath Appointed as Joint Administrators ------------------------------------------------------------ P & P Non-Ferrous (Stockists) Limited was placed into administration in the High Court of Justice, Business and Property Courts in Manchester, Insolvency and Companies List (ChD), Court Number CR-2026-MAN-000437. Richard John Harrison and James Richard Clark of Interpath Advisory were appointed as Joint Administrators on March 13, 2026. P & P Non-Ferrous (Stockists) Limited manufactured basic iron and steel and of ferro-alloys. Its registered office is at Interpath Ltd, 10th Floor, One Marsden Street, Manchester, M2 1HW. Its principal trading address is at Unit 8 Walker Industrial Park, Guide, Blackburn, BB1 2QE. The Joint Administrators can be reached at: Richard John Harrison James Richard Clark Interpath Advisory, Interpath Ltd 10th Floor One Marsden Street Manchester M2 1HW For further details, contact: Interpath Ltd Tel. No: 0113 521 7537 SATUS 2026-1: S&P Puts Prelim BB+ (sf) Rating to Class E-Dfrd Notes ------------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Satus 2026-1 PLC's asset-backed floating-rate class A, B, C-Dfrd, D-Dfrd, and E-Dfrd notes. At closing, the issuer will also issue unrated class Z notes. The required liquidity reserve will be initially funded through unrated class Z notes. Satus 2026-1 is the third public securitization of U.K. auto loans originated by Startline Motor Finance Ltd. (Startline), the seller. S&P also rated the preceding securitizations, Satus 2024-1 PLC, which closed in April 2024, and rated Satus 2021-1 PLC, which closed in November 2021. Startline is an independent auto lender in the U.K., with a focus on used-car financing for near-prime customers. The underlying collateral will comprise U.K. fixed-rate auto loan receivables arising under hire purchase (HP) agreements and personal contract purchase (PCP) agreements granted to private borrowers resident in the U.K. for the purchase of used vehicles. Given the presence of PCP contracts, the transaction will be exposed to residual value risk. Collections will be distributed monthly with separate waterfalls for interest and principal collections, and the notes amortize fully sequentially from day one. At closing, only the class A and B notes will have the support of the liquidity reserve fund, which will be sized at 1.40% of the aggregate outstanding balance of the class A and B notes and will amortize as those notes' principal balance is repaid, subject to a floor of 0.5% of the original collateral balance prior to the full repayment of the class B notes and 0.3% of the original collateral balance thereafter (the senior reserve fund available amount). The seller will fund a liquidity reserve fund through the issuance of the class Z notes. Prior to the repayment of the class B notes, the class C-Dfrd, D-Dfrd, and E-Dfrd notes will not benefit from the liquidity reserve fund. Following the repayment of the class B notes, the class C-Dfrd notes will benefit from the remaining portion of the senior reserve fund, whereas the class D-Dfrd and E-Dfrd notes will have the support of the liquidity reserve fund to an amount set at 0.2% of the original collateral amount (the junior reserve fund available amount). A combination of note subordination, the cash reserves, and any available excess spread will provide credit enhancement for the rated notes. Commingling risk is mitigated by sweeping collections to the issuer account within two business days, a declaration of trust over funds in the collection account, and a minimum rating requirement and remedies on the collection account bank. The seller is not a deposit-taking institution, there are eligibility criteria preventing loans to Startline employees from being in the securitization, and Startline has not underwritten any insurance policies for the borrowers. Therefore, in our view, setoff risk is mitigated. Startline will remain the initial servicer of the portfolio. A moderate severity and portability risk, along with a low disruption risk, do not limit the maximum potential ratings on the notes in the absence of a back-up servicer. Following a servicer termination event, including the servicer's insolvency, the back-up servicer, Lenvi Servicing Ltd., will assume servicing responsibility for the portfolio. Our operational risk criteria do not constrain S&P's ratings on the notes. The assets pay a monthly fixed interest rate, while the rated notes receive compounded daily Sterling Overnight Index Average (SONIA) plus a margin subject to a floor of zero. To mitigate fixed-float interest rate risk, the notes will benefit from an interest rate swap. Interest due on all classes of notes, other than the most senior class of notes outstanding, is deferrable under the transaction documents, and nonpayment of interest on the junior notes does not result in an event of default. Once a class becomes the most senior, current interest is due on a timely basis, while any outstanding deferred interest is due either at the maturity date or when the relevant class of notes is repaid. However, although interest can be deferred on the class B notes while the class A notes are outstanding, our preliminary ratings on the class A and B notes address timely receipt of interest and ultimate repayment of principal. These classes of notes have the support of the liquidity reserve fund while they are outstanding, thereby mitigating any liquidity stress that may arise from a temporary disruption in collections. In contrast, the class C-Dfrd to E-Dfrd notes will not have any liquidity support until after the class B notes are repaid, and the timely payment of interest on those classes of notes could be affected by a temporary disruption in collections prior to the class B notes being repaid. Therefore, our preliminary ratings address the ultimate payment of interest and principal on class C-Dfrd to E-Dfrd notes. The transaction also features a clean-up call option, whereby on any interest payment date (IPD) when the outstanding principal balance of the rated notes is less than 10% of the initial principal balance, the seller may repurchase all receivables, provided the issuer has sufficient funds to meet all the outstanding obligations. Furthermore, the issuer may redeem all classes of notes at their outstanding balance together with accrued interest on any IPD on or after the optional redemption call date in April 2029 S&P said, "Our preliminary ratings on the transaction are not constrained by our structured finance sovereign risk criteria. The remedy provisions at closing will adequately mitigate counterparty risk in line with our counterparty criteria. We expect the legal opinions to adequately address any legal risk in line with our criteria." Preliminary ratings Prelim Prelim amount Class rating* (mil. GBP) A AAA (sf) TBD B AA (sf) TBD C-Dfrd A (sf) TBD D-Dfrd BBB+ (sf) TBD E-Dfrd BB+ (sf) TBD Z NR TBD *S&P's preliminary ratings on the class A and B notes address the timely payment of interest and ultimate payment of principal, while those assigned to the class C-Dfrd, D-Dfrd, and E-Dfrd notes address the ultimate payment of interest and principal. NR--Not rated. TBD--To be determined. ********* 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 * * *