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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 27, 2026, Vol. 27, No. 83
Headlines
C Z E C H R E P U B L I C
ENERGO-PRO: Fitch Affirms 'BB-' LT IDR, Alters Outlook to Stable
G E R M A N Y
FLENDER HOLDING: Moody's Raises CFR to B2, Outlook Remains Stable
GRUNENTHAL PHARMA: Moody's Affirms 'B1' CFR, Alters Outlook to Pos.
I R E L A N D
ARES EUROPEAN XIII: Fitch Affirms 'B+sf' Rating on Class F Notes
CAIRN CLO VII: Moody's Cuts Rating on EUR9.1MM Cl. F Notes to Caa1
ST. PAUL'S CLO V: Moody's Cuts Rating on EUR10MM F-R Notes to B3
I T A L Y
LEVITICUS SPV: DBRS Cuts Rating on Class A Notes to CCCsf
L U X E M B O U R G
FLAMINGO LUX II: Moody's Affirms 'Caa1' CFR, Alters Outlook to Neg.
N E T H E R L A N D S
NGD HOLDINGS: Fitch Affirms 'CC' Rating on Sr. Unsecured Notes
S P A I N
AUTO ABS SPANISH 2022-1: DBRS Hikes Rating on Cl. E Notes to BBsf
T U R K E Y
TURKIYE PETROLLERI: Fitch Affirms 'BB-' IDR, Outlook Now Stable
[] Fitch's Outlook on 12 Turkish NBFI's 'BB-' LT IDR Now Stable
U N I T E D K I N G D O M
24 MOUNT ROW: FRP Advisory, BTG Begbies Appointed as Administrators
ARGENTEX LLP: May 8, 2026 Funds Claims Bar Date Set
ATLAS FUNDING 2025-1: DBRS Confirms BB(high) Rating on Cl. E Notes
ATLAS FUNDING 2026-1: DBRS Gives (P)BB(low) Rating to X2 Notes
BRIDGEGATE FUNDING: DBRS Finalizes B(high) Rating on Cl. F Notes
ENQUEST PLC: Moody's Affirms 'B3' CFR, Alters Outlook to Positive
GOHL CAPITAL: Fitch Assigns 'BB+' Rating to Jr. Subordinated Notes
LONDON CARDS 1: DBRS Hikes Rating on Class F Notes to B(low)
PAVILLION 2026-1: Fitch Assigns 'B+sf' Final Rating to Cl. F Notes
PAVILLION MORTGAGES 2026-1: DBRS Finalizes BB Rating on F Notes
PEAK JERSEY: S&P Upgrades ICR to 'B-' Following Refinancing
SATUS 2026-1: DBRS Gives (P)BB(high) Rating to Class E Notes
UK LOGISTICS 2025-1: DBRS Cuts Rating on Cl. F Debt to BB(low)
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C Z E C H R E P U B L I C
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ENERGO-PRO: Fitch Affirms 'BB-' LT IDR, Alters Outlook to Stable
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Fitch Ratings has revised ENERGO-PRO a.s.'s (EPas) Outlook to
Stable from Negative, while affirming the company's Long-Term
Issuer Default Rating (IDR) at 'BB-'.
The Outlook change reflects its expectations of improved cash flow
generation, mainly in Georgia and Bulgaria, leading to funds from
operations (FFO) net leverage below its negative sensitivity of
5.5x over 2026-2029, although with limited rating headroom. The
revision also reflects EPas's commensurate interest coverage over
2026-2029 and improved liquidity.
The rating benefits from improved scale and geographical
diversification following acquisitions in 2023-2025, and a high
share of regulated and quasi-regulated activities. Rating
weaknesses include higher cash flow volatility relative to other
rated European utilities', operating environment limitations,
key-person risk from individual ownership with some deficiency in
governance, and an FX mismatch between earnings and debt.
Key Rating Drivers
Leverage Improvement: Fitch now forecasts FFO net leverage to
remain below its negative sensitivity of 5.5x over 2026-2029 (5.5x
in 2025). This is due mainly to distribution and supply tariffs
increase in Georgia in April 2026 exceeding the company's
expectations and a slower-than-expected EBITDA decline in its
Bulgarian distribution business. However, rating headroom is
limited by increased capex plans in Georgia and its dividends
expectations.
Commensurate Coverage; Better Liquidity: Fitch forecasts FFO
interest cover to average 2.7x in 2026-2029, slightly above the
negative sensitivity of 2.6x and higher than its previous
expectation of 2.4x. The improvement is largely driven by higher
forecast cash flows. In 2025, EPas issued EUR1,050 million of
Eurobonds, which helped fund the acquisition in Brazil and the
refinancing the bonds that were due in 2027 and 2028, improving its
liquidity profile. Low FFO interest cover in 2025 (2.2x) was driven
by one-offs related to the early repayments of two Eurobonds.
Stronger EBITDA Offset by Distributions: EPas's EBITDA of EUR346
million in 2025 exceeded its forecast of EUR326 million, due to
stronger performance in Bulgaria distribution, Spain and Georgia,
which was partly offset by weak results in Turkiye. EBITDA
outperformance was, however, offset by working capital outflow and
higher dividends of EUR117 million, including an EUR20 million
payment for the acquisition of Baixo. FFO net leverage in 2025 at
5.5x was in line with its forecast.
High Capex: Fitch expects capex to remain high at an average EUR193
million a year in 2026-2027, before normalising to an average of
EUR144 million a year in 2028-2029. Large capex in 2026-2027 is
driven by grid modernisation and hydro rehabilitation projects in
Georgia, a new hydro plant in Colombia, the construction of a
charcoal plant in Spain and one-off projects in Turkiye.
Large Share of Regulated Businesses: Regulated and quasi-regulated
activities accounted for 51% of EPas's EBITDA in 2025, compared
with 49% in 2024. EPas expects this share to be about 60% over
2026-2029, as the acquired assets in Brazil have a high share of
long-term contracted generation. The transition of the remaining
Georgian hydro power plants (HPPs) to merchant trading in 2026-2027
reduces the regulated earnings share but enhances cash flow
generation, as merchant prices are several times higher than
regulated ones.
Diversified Geographic Mix: Fitch forecasts Bulgaria's and
Georgia's combined average EBITDA share to decrease to 62% over
2026-2029 from 90% in 2023, while Turkiye's share will increase to
21% from 9% over the same period. Brazil and Spain contribute an
additional 11% and 6%, respectively, over 2026-2029.
Volatile Cash Flow: EPas is exposed to volatile electricity market
prices, variable hydro generation and inconsistent regulatory
frameworks in Georgia and Bulgaria, leading to low visibility on
tariff changes and working-capital swings. These factors limit cash
flow predictability, which is only partly balanced by a flexible
capex and dividend policy.
FX Mismatch: EPas's debt is more than 90% denominated in euros, but
FX fluctuations affect cash flows in Georgian lari, and Turkish
lira earnings for the merchant business, which will account for 40%
of group EBITDA in 2026-2029. Brazilian assets avoid FX mismatch
through local currency debt. Bulgaria adopted the euro from 2026,
further reducing FX mismatch for EPas.
Flexible Shareholder Distributions: Fitch forecasts shareholder
distributions at EUR65 million a year in 2026-2029, including EUR10
million annually to service the coupon on the parent company's DK
Holding bonds. Distributions are constrained mainly by a 4.5x net
debt/EBITDA incurrence covenant. Higher-than-expected
distributions, leading to a prolonged period of
higher-than-expected leverage, could result in negative rating
action.
Off-Balance-Sheet Obligations: Fitch treats DK Holding's bonds of
CZK3,500 million (EUR145 million at end-2025) issued by EPas's
sister company to partly finance the acquisition of seven HPPs in
Brazil in 2024, as EPas's off-balance-sheet debt, as they would be
ultimately serviced by EPas's cash flow. This adds about 0.5x to
FFO net leverage over 2026-2029. Fitch rates EPas on a standalone
basis, given its contractual protection and the similar credit
profile of the parent compared with EPas's. However, its rating
factors in key-person and corporate governance risks, as the parent
is ultimately owned by an entrepreneur and due to related-party
transactions.
Peer Analysis
EPas has a comparable share of regulated and quasi-regulated EBITDA
to Bulgarian Energy Holding EAD (BEH; BB+/Stable; Standalone Credit
Profile (SCP): bb). EPas has stronger geographical diversification
and a better carbon footprint, which is close to zero, while BEH
has larger scale of operations and a lower exposure to FX. The
companies have similar debt capacity, and BEH's SCP is one notch
above EPas' due to lower forecast leverage. BEH's rating reflects a
one-notch uplift to reflect government support from Bulgaria.
Central European utilities like PGE Polska Grupa Energetyczna S.A.
(BBB/Stable), TAURON Polska Energia S.A. (BBB-/Positive), ENEA S.A.
(BBB/Stable) and MVM Zrt. (BBB/Negative) are larger and have
stronger market positions than EPas, which is reflected in their
higher debt capacity.
Another central European peer is Eastern European Electric Company
B.V. (EEEC; BB/Stable). EEEC is smaller and less diversified than
EPas, but its rating is supported by its solid business profile,
focusing on regulated and predictable electricity distribution in
Bulgaria, alongside a strong market position in supply and trade.
Both companies have comparable debt capacity.
EPas has a stronger business profile than Turkish power producers,
Zorlu Enerji Elektrik Uretim A.S. (B+/Negative), Aydem
Yenilenebilir Enerji Anonim Sirketi (B/Positive) and Limak
Yenilenebilir Enerji Anonim Sirketi (BB-/Negative), due to a better
operating environment and geographical diversification.
EPas has greater geographic diversification, more stable
regulation, and deeper integration into networks than
Uzbekhydroenergo JSC (BB/Stable; SCP: b+), a hydro producer with a
monopoly in Uzbekistan rated at the same level as the Republic of
Uzbekistan (BB/Stable), reflecting its strong links with the
state.
Fitch’s Key Rating-Case Assumptions
- Electricity generation at about 5.6 terawatt hours (TWh) annually
and electricity distribution at about 11TWh annually in 2026-2029
- Market prices for electricity at EUR95/MWh in Bulgaria, EUR55/MWh
in Turkiye and EUR70/MWh in Spain on average during 2026-2029
- Average annual capex of EUR168 million during 2026-2029
- Average annual distributions to shareholders of EUR65 million
during 2026-2029
- Euro to US dollar at EUR1.18, to Turkish lira at TRL54-71 and to
Georgian lari at GEL3.3-3.4 during 2026-2029 on average
- DK Holding bonds of EUR145million included as off-balance-sheet
obligations
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the SCP:
- Business and financial profile factors (assessment, relative
importance): Management (bb+, Lower), Sector Characteristics (bb,
Moderate), Market and Competitive Positioning (bb, Moderate),
Diversification and Asset Quality (bbb, Lower), Company Operational
Characteristics (bbb-, Moderate), Profitability (bb, Moderate),
Financial Structure (bb+, Higher), and Financial Flexibility (bb-,
Higher).
- The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the historical year
2025, 40% for the forecast year 2026 and 40% for the forecast year
2027.
- The Governance assessment of 'Some Deficiencies' results in an
adjustment of -1 notch(es).
- The Operating Environment assessment of 'bb' results in no
adjustment.
- The SCP is 'bb-'.
To derive the IDR:
- Application of Fitch's Parent and Subsidiary Linkage Rating
Criteria results in a(n) standalone approach.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- New debt-funded acquisitions, higher distributions to
shareholders and lower cash generation leading to FFO net leverage
above 5.5x and FFO interest coverage below 2.6x on a sustained
basis
- Significant weakening of the business profile, with lower
predictability of cash flow
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- FFO net leverage below 4.5x and FFO interest coverage above 3.6x
on a sustained basis
Liquidity and Debt Structure
At end-2025, EPas had EUR133 million of cash and cash equivalents
and about EUR149 million of undrawn committed facilities (including
EUR41 million with maturities beyond one year). Fitch views this
liquidity as sufficient to cover Fitch-forecast negative free cash
flow after acquisitions and divestitures in 2026 of EUR49 million,
and short-term debt of EUR82 million, mainly related to the
amortisations of operating companies' debt.
From 2027, EPas will pay annual EUR33 million amortisation payment
on one of its bonds due 2035. The next major debt maturity is the
EUR750 million notes due in 2030.
Issuer Profile
EPas is a Czech Republic-based utility with operating companies in
Bulgaria, Georgia, Turkiye, Spain and Brazil. Core activities are
power distribution and electricity generation at HPPs and one
gas-fired plant, with a total installed capacity of 1.8GW.
Summary of Financial Adjustments
Bonds issued at EPas's sister company to fund the acquisition of
Brazilian HPP portfolio are treated as off-balance-sheet
obligations and included in debt ratios.
Net loans granted to the shareholder are reclassified as
dividends.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Climate Vulnerability Signals
The results of its Climate.VS screener did not indicate an elevated
risk for EPas.
ESG Considerations
EPas has an ESG Relevance Score of '4' for Group Structure due to a
negative credit impact of bonds issued by EPas's sister company on
its credit metrics. Fitch treats those bonds as EPas's
off-balance-sheet debt, which add around 0.5x to FFO net leverage
over 2026-2029. This has has a negative impact on the credit
profile, and is relevant to the rating[s] in conjunction with other
factors.
EPas has an ESG Relevance Score of '4' for Governance Structure due
to the company being part of DK Holding, which is ultimately owned
by one individual, which has a negative impact on the credit
profile, and is relevant to the rating[s] in conjunction with other
factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
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ENERGO-PRO a.s. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
senior unsecured LT BB- Affirmed RR4 BB-
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G E R M A N Y
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FLENDER HOLDING: Moody's Raises CFR to B2, Outlook Remains Stable
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Moody's Ratings has upgraded the corporate family rating of Flender
Holding GmbH (Flender or the company) to B2 from B3 and the
company's probability of default rating to B2-PD from B3-PD.
Concurrently, Moody's upgraded to B2 from B3 the instrument ratings
of Flender International GmbH's EUR1,240 million senior secured
term loan B (TLB), EUR90 million senior secured guarantee facility,
EUR80 million equivalent renminbi senior secured term loan B2 and
the company's EUR205 million senior secured revolving credit
facility (RCF). The outlook on both entities remains stable.
RATINGS RATIONALE
The rating action was triggered by the strengthened credit profile
of Flender mirrored by improved profitability and reduced net debt.
Supported by global footprint optimization and cost improvement
measures Flender managed to improve its EBITA margin to 7.3% for
the twelve months to December 2025 compared to 4.4% in FY 2024
(ending September 30,). Parallel to that, the reduction of trade
receivables sold under factoring arrangements to zero as of
September 30, 2025 (from EUR191.6 million as of September 2024)
supported a reduction of Flender's debt to EUR1,448 million from
EUR1,657 million in FY 2024, leverage declined to 5.7x debt/EBITDA
from 8.7x in 2024 (all figures shown are Moody's-adjusted). The
agreement on cost reductions in Germany, finalized with union and
works council recently, will assist to further strengthen Flender's
key credit metrics.
The B2 CFR of Flender is supported by the company's leading market
position within a highly consolidated global market for wind
gearboxes, where it holds the number one position outside of China,
and the stabilising effect of an important aftermarket business;
the mission-critical nature of gearboxes in wind turbines, although
they make up only a moderate portion of the bill of materials of
OEMs; its Industrial division, with a diversified end-market
exposure and a decent share of service revenue; the company's
diversified manufacturing footprint for its size, with facilities
in Europe, Asia and the US; and its solid order book, which
provides some stability against cyclical end-market demand.
The rating is, however, constrained by Flender's short track record
of improved credit metrics; high dependence on the overall health
of the wind turbine industry; relatively low profitability for
parts of the business; risk of continued price pressure on turbine
manufacturers, which could spill over on suppliers like Flender;
and the company's aggressive financial policies under private
equity ownership.
This rating action reflects Moody's baseline expectation of a
contained impact on energy markets despite ongoing oil supply
disruption and limited damage to production or infrastructure.
However, Flender remains exposed to a more adverse conflict
scenario through the macro financial conditions transmission
channel.
RATIONALE FOR STABLE OUTLOOK
The stable outlook balances strong order intake seen in Q1 2026
(December 31, 2025) and a strong Service outlook against
uncertainty regarding the impact of the conflict in the Middle East
on energy and logistics cost as well as on investment decisions by
the company's industrial customers. Furthermore, the stable outlook
assumes that no further dividends will be paid.
In Moody's base scenario Moody's expects a further strengthening of
credit metrics during FY2026, positioning the company strongly
compared to Moody's expectations for the B2.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure requires a sustained track record of
debt/EBITDA below 5.0x; EBITA margin increasing towards 8%;
FCF/debt remaining above 5%; EBITA/interest improving above 2.5x;
and a solid liquidity profile.
Negative rating pressure could arise if Flender fails to maintain
debt/EBITDA below 6.0x; its EBITA margin deteriorates sustainably
below 5%; its free cash flow/debt turns negative; EBITA/interest
declines towards 1.5x; or if the company's liquidity starts to
weaken.
LIQUIDITY PROFILE
Flender has good liquidity. As of December 31, 2025, it had EUR263
million cash on balance sheet. In addition, the company had access
to a EUR205 million senior secured revolving credit facility. EUR75
million of this facility has been carved out to create ancillary
facilities, leaving the company with EUR130 million availability
under the RCF.
In the past, Flender's liquidity was supported by high utilisation
of factoring and reverse factoring programmes, however the company
did not utilize any factoring facilities in September 2025 and
Moody's expects a zero to low double-digit factoring balance by
September 2026.
The RCF is subject to a springing first-lien net leverage ratio
covenant of 8.5:1, tested only when the facility is drawn by more
than 40%, net of cash balances.
Over the next twelve months Moody's expects Flender to generate
around EUR190 million of funds from operations, which will be more
than sufficient to cover expected liquidity needs.
Next major debt maturity is in September 2027 when the RCF matures,
followed by the maturity of the senior secured term loan B and B2
facilities in March 2028.
STRUCTURAL CONSIDERATIONS
The group's EUR1,320 million equivalent TLB and EUR205 million RCF
are guaranteed by subsidiaries accounting for more than 80% of
total consolidated EBITDA and secured mainly by share pledges and
certain intercompany receivables. All debt is treated pari passu.
Applying the 50% standard recovery rate for unsecured capital
structures, both the TLB and the RCF are rated B2, in line with the
CFR.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Manufacturing
published in September 2025.
The rating is two notches below the scorecard-indicated outcome
reflecting the short track record of improved credit metrics and
uncertainty to what extent the recent spike in energy prices
affects Flender directly via cost increases or indirectly by lower
orders for new equipment from industrial customers that may defer
investment decisions in an uncertain market environment.
COMPANY PROFILE
Headquartered in Bocholt, Germany, Flender is a manufacturer of
mechanical drive technology, with a product and service portfolio
of gearboxes, couplings and generators for a broad range of
industries, with a large focus on the wind turbine market. Founded
in 1899, the company is owned by funds affiliated with the Carlyle
Group since 2021. For fiscal 2025, the company reported revenue of
EUR2.2 billion and adjusted EBITDA of EUR348 million.
GRUNENTHAL PHARMA: Moody's Affirms 'B1' CFR, Alters Outlook to Pos.
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Moody's Ratings has affirmed Grunenthal Pharma GmbH & Co. KG's
(Grunenthal or the company) B1 long-term corporate family rating,
its B1-PD probability of default rating and the B1 long-term rating
on the backed senior secured notes issued by its subsidiary
Grunenthal GmbH. At the same time, Moody's have changed the outlook
for both entities to positive from stable.
RATINGS RATIONALE
The ratings affirmation and change in outlook to positive reflect
the overall good financial performance of 2025. Profitability
strengthened with Moody's adjusted EBITDA margin increasing to
around 26% from 20%, driven by improved cost of sales, structural
reductions in European commercial costs, and lower core R&D
spending following the discontinuation of the RTX programme,
despite flat revenue.
Credit metrics improved accordingly and, absent material
debt-funded acquisitions, Moody's expects Grünenthal's credit
metrics to remain strong for the rating over the next 12-18 months.
In particular, Moody's forecasts its Moody's-adjusted gross
leverage to remain around 3.5x over the same period of time, with a
Moody's-adjusted free cash flow (FCF) generation of around EUR180
million- EUR200 million. Moody's also expects its Moody's-adjusted
EBITDA margin to be consistently above 20%, over the same period of
time. The change in outlook to positive also reflects Moody's
expectations that Grünenthal will maintain its prudent operational
execution and financial policies, especially when considering
external growth opportunities.
Over the next 12-18 months, Moody's expects Grünenthal's top-line
revenue to decline organically in the low single-digit percentage
range, mainly because of the continued impact of generics on
Palexia's revenue and other mature drugs. Moody's expects this
revenue pressure to be balanced by Grünenthal's growth products,
Qutenza and Movantik, which are likely to continue to grow
double-digits in percentage terms during this period. Moody's also
assumes the company to continue bolt-on acquisitions funded with
available FCF to support its growth prospects.
The company's B1 rating continues to reflect Grünenthal's
diversified portfolio of established brands, which will continue to
support FCF generation over the next 2-3 years. The company
benefits from broad geographical diversification, significant
expertise in pain therapeutics and a broad portfolio of drugs,
prudent financial policies, and very good liquidity. At the same
time, the rating is constrained by expected revenue loss due to
competition from generic drugs and its limited pipeline of
late-stage projects. Since these projects are unlikely to bring in
significant profit over the next three years, there is a
possibility that the company might rely more on debt-funded
acquisitions. Additionally, Grünenthal's small scale restricts its
ability to benefit from economies of scale and raises the risk of
fluctuating earnings.
OUTLOOK
The positive outlook reflects Moody's expectations that
Grünenthal's operating performance will remain good, including the
management of the expected revenue loss for some products, and that
its Moody's-adjusted gross leverage will remain around 3.5x, with
good FCF generation. Moody's also expects Grünenthal to maintain
its prudent operational execution and financial policies. The
outlook assumes that the company will not undertake any major
debt-funded acquisitions.
LIQUIDITY
Grünenthal has very good liquidity, underpinned by a sizeable cash
position of EUR398 million as of December 31, 2025; access to a
EUR600 million revolving credit facility (RCF) maturing in 2029,
which is currently undrawn; and projected Moody's-adjusted FCF of
EUR180 million- EUR200 million annually over the next 12-18 months.
The company's next main maturity are its EUR550 million notes due
in 2028. The company's RCF contains a net leverage springing
covenant set at 6x, which is tested when the RCF is drawn by more
than 40%.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Moody's could upgrade Grünenthal's ratings if it is able to
largely offset the revenue and earnings loss from Palexia with the
growth of Qutenza and other drugs, leading to an EBITDA margin of
around 20% or higher. Quantitatively, a positive rating action
would require Grünenthal to maintain its Moody's-adjusted
debt/EBITDA at around 3.5x and Moody's-adjusted FCF to debt
improving to double digit range in percentage terms, both on a
sustained basis.
The outlook could be revised to stable if the company's recent
strong performance is not sustained, leading to weakening credit
metrics more in line with current guidance.
Grünenthal's ratings could come under pressure if its earnings
decline on a sustained basis. Moody's could also downgrade the
ratings if its Moody's-adjusted debt/EBITDA increases above 4.5x on
a sustained basis, for instance, because of debt-financed
acquisitions, or its Moody's-adjusted FCF weakens significantly.
STRUCTURAL CONSIDERATIONS
Grünenthal's capital structure comprises EUR1,525 million in
senior secured notes and a EUR600 million RCF, all issued at the
level of Grünenthal GmbH, the main operating company of the group.
The senior secured notes are guaranteed by the parent company,
Grünenthal Pharma GmbH & Co. KG., and some of the company's
subsidiaries, with the issuer and the guarantors representing more
than 80% of the company's unconsolidated EBITDA.
All debt instruments share the same collateral, which essentially
comprises share pledges on Grünenthal GmbH. Moody's rates the
senior secured notes B1, in line with the corporate family rating
(CFR), and rank it in line with other financial debt and
liabilities. Moody's base Moody's calculations on a 50% family
recovery rate, and the probability of default rating is therefore
aligned with the CFR at B1-PD.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Pharmaceuticals
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
Founded in 1946 and headquartered in Aachen, Germany, Grunenthal is
a pharmaceutical company focused on pain therapies: it is one of
the world's largest sellers of centrally acting analgesics, which
are compounds that inhibit pain by targeting the central nervous
system. It owns a portfolio of about 100 products, which it sells
in more than 100 countries. Grünenthal is a private company, 100%
owned by about 20 members of the Wirtz family. In 2025, the company
generated revenue of EUR1.8 billion and company-adjusted EBITDA of
EUR500 million.
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I R E L A N D
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ARES EUROPEAN XIII: Fitch Affirms 'B+sf' Rating on Class F Notes
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Fitch Ratings has upgraded Ares European CLO XIII DAC's class C-1
and C-2 notes, and affirmed the rest.
Entity/Debt Rating Prior
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Ares European
CLO XIII DAC
A XS2084071807 LT AAAsf Affirmed AAAsf
B-1 XS2084072367 LT AAAsf Affirmed AAAsf
B-2 XS2084073092 LT AAAsf Affirmed AAAsf
C-1 XS2084073688 LT AAsf Upgrade A+sf
C-2 XS2084074140 LT AAsf Upgrade A+sf
D XS2084074900 LT BBB+sf Affirmed BBB+sf
E XS2084075626 LT BB+sf Affirmed BB+sf
F XS2084076194 LT B+sf Affirmed B+sf
Transaction Summary
Ares European CLO XIII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. The
portfolio is actively managed by Ares European Loan Management LLP.
The transaction exited its reinvestment period in July 2024.
KEY RATING DRIVERS
Amortisation Benefits Senior Notes: The transaction has continued
to deleverage with the class A notes, which has now amortised more
than 60% of its original notional balance, leading to an increase
in credit enhancement (CE) across the structure. According to the
March 2026 trustee report, the transaction has accumulated EUR17
million in cash, which Fitch expects to increase CE further
following the next payment date. The increase in CE drives the
upgrade of the class C-1 and C-2 notes.
Transaction Outside Reinvestment Period: The transaction has not
reinvested since November 2024 following the end of its
reinvestment period. The lack of reinvestment activity, together
with the transaction failing several tests, has led us to base its
upgrade sensitivity on the current portfolio assuming a one-notch
downgrade on the Fitch rating for assets with a Negative Outlook of
the obligor, with a floor at 'CCC' rather than a Fitch-stressed
portfolio. Fitch further applies a floor to the portfolio's
weighted average life at four years, in line with its criteria.
'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The weighted average rating
factor of the current portfolio is 26.7, as calculated by Fitch
under its latest criteria. About 17.5% of the portfolio is
currently on Negative Outlook.
Portfolio Diversification: The top 10 obligor concentration as
calculated by the trustee is 16.4%, which exceeds the test limit of
15%. However, the portfolio is well-diversified across countries
and industries with exposure to the three-largest Fitch-defined
industries at 31.8%, as calculated by the trustee, which is below
the test limit of 40%. No obligor is more than 3.9% of the
portfolio balance.
High Recovery Expectations: Senior secured obligations comprise
99.7% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio is 64%.
Model-Implied Rating Deviation: The class B and D notes are rated
one notch below their model-implied rating. The deviation for the
class B notes reflects the limited rating cushion available at
higher rating levels. The rating deviation on the class D notes
reflects the mezzanine position of the notes, exposing them to
greater obligor concentration risk as the portfolio amortises and
loan count decreases.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher CE and excess spread available to
cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Ares European CLO
XIII DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.
CAIRN CLO VII: Moody's Cuts Rating on EUR9.1MM Cl. F Notes to Caa1
------------------------------------------------------------------
Moody's Ratings has downgraded the rating on the following notes
issued by Cairn CLO VII DAC:
EUR9,100,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Downgraded to Caa1 (sf); previously on Sep 12, 2025
Affirmed B3 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR203,900,000 (Current outstanding amount EUR91,605,831) Class
A-1 Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Sep 12, 2025 Affirmed Aaa (sf)
EUR10,000,000 (Current outstanding amount EUR4,492,684) Class A-2
Senior Secured Fixed Rate Notes due 2030, Affirmed Aaa (sf);
previously on Sep 12, 2025 Affirmed Aaa (sf)
EUR40,800,000 Class B Senior Secured Floating Rate Notes due 2030,
Affirmed Aaa (sf); previously on Sep 12, 2025 Upgraded to Aaa (sf)
EUR19,700,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Aa3 (sf); previously on Sep 12, 2025
Upgraded to Aa3 (sf)
EUR17,900,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Baa1 (sf); previously on Sep 12, 2025
Upgraded to Baa1 (sf)
EUR22,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Sep 12, 2025
Affirmed Ba2 (sf)
Cairn CLO VII DAC, issued in February 2017, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured European loans. The portfolio is managed by Cairn
Loan Investments LLP. The transaction's reinvestment period ended
in February 2021.
RATINGS RATIONALE
The rating downgrade on the Class F notes is primarily a result of
the deterioration in the credit quality of the underlying
collateral pool and the increased exposure in long-dated assets
since the last rating action in September 2025.
The affirmations on the ratings on the Class A-1, Class A-2, Class
B, Class C, Class D and Class E notes are primarily a result of the
expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.
The credit quality has deteriorated as reflected in the
deterioration in the average credit rating of the portfolio
(measured by the weighted average rating factor, or WARF) and an
increase in the proportion of securities from issuers with ratings
of Caa1 or lower. According to the trustee report dated March
2026[1], the WARF was 3089, compared with 2990 in the August
2025[2] report. Securities with ratings of Caa1 or lower currently
make up approximately 8.12% of the underlying portfolio, versus
6.57% in August 2025[2].
In addition, the exposure to long-dated assets further increased to
EUR5.8m in March 2026[1] from EUR43.6m in August 2025[2].
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: EUR218.1m
Defaulted Securities: EUR6.4m
Diversity Score: 30
Weighted Average Rating Factor (WARF): 3183
Weighted Average Life (WAL): 2.89 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.58%
Weighted Average Coupon (WAC): 4.22%
Weighted Average Recovery Rate (WARR): 44.65%
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 and swap provider,
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 /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.
-- 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.
ST. PAUL'S CLO V: Moody's Cuts Rating on EUR10MM F-R Notes to B3
----------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by St. Paul's CLO V DAC:
EUR36,000,000 Class B-1R Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Feb 1, 2022 Upgraded to
Aa1 (sf)
EUR16,000,000 Class B-2R Senior Secured Floating Rate Notes due
2030, Upgraded to Aaa (sf); previously on Feb 1, 2022 Upgraded to
Aa1 (sf)
EUR12,500,000 Class C-1R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa3 (sf); previously on Feb 1, 2022
Upgraded to A1 (sf)
EUR7,500,000 Class C-2R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa3 (sf); previously on Feb 1, 2022
Upgraded to A1 (sf)
EUR19,500,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Baa1 (sf); previously on Feb 1, 2022
Affirmed Baa2 (sf)
EUR10,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Downgraded to B3 (sf); previously on Feb 1, 2022
Affirmed B2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR201,000,000 (Current outstanding amount EUR172,372,365) Class
A-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Feb 1, 2022 Affirmed Aaa (sf)
EUR23,500,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Feb 1, 2022
Affirmed Ba2 (sf)
St. Paul's CLO V DAC, issued in September 2014, refinanced for the
first time in August 2017 and lately refinanced again in May 2021,
is a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by ICG Manager Limited. The transaction's reinvestment
period ended in August 2021.
RATINGS RATIONALE
The upgrades on the ratings on the Class B-1R, B-2R, C-1R, C-2R and
D-R notes are primarily a result of the significant deleveraging of
the senior notes following amortisation of the underlying portfolio
since the payment date in November 2025.
The Class A-R notes have paid down by approximately EUR69.4 million
(34.5%) in the last 12 months and EUR73.5 million (36.6%) since
closing. As a result of the deleveraging, over-collateralisation
(OC) has increased. According to the trustee report dated March
2026[1] the Class A/B, Class C and Class D OC ratios are reported
at 144.07%, 129.63%, and 118.08% compared to March 2025[2] levels
of 136.15%, 126.03% and 117.51% respectively.
The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.
The downgrade to the rating on the Class F-R notes is due to the
deterioration in over-collateralisation since the payment date in
November 2025.
The over-collateralisation ratio of the class F-R notes has
weakened over the course of the last 12 months. According to the
trustee report dated March 2026[1] the Class F OC ratio is reported
at 102.42% compared to March 2025[2] level of 105.28%.
The affirmations on the ratings on the Class A-R and E-R 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 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: EUR268.0m
Defaulted Securities: EUR14.7m
Diversity Score: 34
Weighted Average Rating Factor (WARF): 3565
Weighted Average Life (WAL): 2.5 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.23%
Weighted Average Coupon (WAC): 4.20%
Weighted Average Recovery Rate (WARR): 43.50%
Par haircut in OC tests and interest diversion test: 4.12%
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.
-- 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.
=========
I T A L Y
=========
LEVITICUS SPV: DBRS Cuts Rating on Class A Notes to CCCsf
---------------------------------------------------------
DBRS Ratings GmbH (Morningstar DBRS) downgraded its credit rating
on the Class A notes issued by Leviticus SPV S.r.l. (the Issuer)
to CCC (sf) from CCC (high) (sf). The trend remains Negative.
The transaction represents the issuance of Class A, Class B, and
Class J notes (collectively, the Notes). Morningstar DBRS does not
rate the Class B or Class J notes.
At issuance, the Notes were backed by a EUR 7.4 billion portfolio
by gross book value, consisting of secured and unsecured Italian
nonperforming loans originated by Banco BPM SpA.
doValue S.p.A. (the Servicer; formerly Gardant Liberty Servicing
S.p.A.) services the receivables while Zenith Service S.p.A.
operates as the backup servicer.
CREDIT RATING RATIONALE
The credit rating downgrade follows Morningstar DBRS' review of the
transaction and is based on the following analytical
considerations:
-- Transaction performance: An assessment of portfolio recoveries
as of December 2025, focusing on (1) a comparison between actual
collections and the Servicer's initial business plan forecast; (2)
the collection performance observed over recent months; and (3) a
comparison between the current performance and Morningstar DBRS'
expectations.
-- Servicer's business plan: The Servicer's business plan as of
December 2024, received in March 2025 and cleaned for 2025
performance, and the comparison with the initial collection
expectations.
-- Transaction liquidating structure: The order of priority, which
entails a fully sequential amortisation of the Notes (i.e., the
Class B notes will begin to amortise following the full repayment
of the Class A notes and the Class J notes will amortise following
the repayment of the Class B notes). Additionally, interest
payments on the Class B notes become subordinated to principal
payments on the Class A notes if the cumulative net collection
ratio (CCR) or the net present value cumulative profitability ratio
(NPV ratio) is lower than 70%. These triggers were not breached on
the January 2026 interest payment date (IPD). The actual figures
for the CCR and NPV ratio were 72.60% and 95.28% as of the January
2026 IPD, respectively, according to the Servicer.
-- Liquidity support: The transaction benefits from an amortising
cash reserve providing liquidity to the structure and covering a
potential interest shortfall on the Class A notes and senior fees.
The cash reserve target amount is equal to 4.0% of the sum of the
Class A and Class B notes' principal outstanding balance and the
recovery expenses cash reserve target amounts to EUR 500,000, both
fully funded.
TRANSACTION AND PERFORMANCE
According to the latest investor report from January 2026, the
outstanding principal amounts of the Class A, Class B, and Class J
notes were EUR 338.6 million, EUR 221.5 million, and EUR 248.8
million, respectively. As of January 2026, the balance of the Class
A notes had amortised by 76.5% since issuance, and the current
aggregated transaction balance was EUR 809.0 million.
As of December 2025, the transaction was performing below the
Servicer's business plan expectations. The actual cumulative gross
collections equalled EUR 1,590.7 million whereas the Servicer's
initial business plan estimated cumulative gross collections of EUR
2,227.4 million for the same period. Therefore, as of December
2025, the transaction was underperforming by EUR 636.7 million
(-28.6%) compared with the initial business plan expectations.
At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 1,650.3 million at the BBB
(sf) stressed scenario. Therefore, as of December 2025, the
transaction was performing below Morningstar DBRS' initial stressed
scenario.
Pursuant to the requirements set out in the receivable servicing
agreement, the Servicer is required to provide, on an annual basis,
an updated business plan to the relevant counterparties, upon
approval by the Committee of the Noteholders. Morningstar DBRS
received the last updated business plan in March 2025 and was
informed that the release of the updated business plan for 2026 is
still pending. The Servicer's 2024 business plan, when combined
with actual cumulative gross collections of EUR 1,493.8 million as
of December 2024, resulted in total proceeds of EUR 1,997.8
million. This amount is 18.3% lower than the EUR 2,446.4 million of
total gross recoveries estimated in the initial business plan, with
collections also expected to be realized over a longer period.
Furthermore, for 2025, the business plan projected recoveries of
EUR 117.8 million whereas actual collections amounted to EUR 96.9
million, representing a underperformance of 17.7%.
In the absence of updated business plan for 2026, Morningstar DBRS
based its analysis on the Servicer's 2024 business plan, adjusted
to reflect actual cumulative gross collections of EUR 1,590.7
million as of December 2025. The updated Morningstar DBRS CCC (sf)
credit rating stress incorporates additional haircuts to the
Servicer's 2024 business plan assumptions, reflecting a more
conservative view on future expected collections.
The underperformance and slower-than-expected amortisation have
resulted in the Class A notes only passing lower credit rating
stress scenarios. In this respect, Morningstar DBRS notes that (1)
the liquidity reserves are fully funded, and (2) the transaction
benefits from an overhedged interest rate position, which partially
offset the negative performance trends. However, these mitigating
factors are not sufficient to counterbalance the deterioration in
key performance indicators. In a scenario where the Class B
interest subordination mechanism is activated, the capacity of the
structure to support full repayment of the Class A notes would
remain low. Therefore, Morningstar DBRS downgraded the credit
rating on the Class A notes to CCC (sf) with a Negative trend.
The transaction's final maturity date is 31 July 2040.
Morningstar DBRS' credit ratings on the applicable classes address
the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
Where applicable, a description of these financial obligations can
be found in the transactions' respective press releases at
issuance.
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 euros unless otherwise noted.
===================
L U X E M B O U R G
===================
FLAMINGO LUX II: Moody's Affirms 'Caa1' CFR, Alters Outlook to Neg.
-------------------------------------------------------------------
Moody's Ratings affirmed the Caa1 corporate family rating of
Flamingo Lux II SCA (EMERIA), its Caa1-PD probability of default
rating, and the Caa3 rating on the company's EUR250 million senior
unsecured notes. Concurrently, Moody's affirmed the Caa1 rating on
the senior secured instruments issued by EMERIA SASU, including the
EUR800 million backed senior secured notes, the EUR1,275 million
senior secured term loan B (TLB), the EUR788 million senior secured
term loan B2 (TLB2) and the EUR437.5 million senior secured
revolving credit facility (RCF). The outlook on both entities
changed to negative from stable.
RATIONALE
The change in outlook to negative reflects heightened refinancing
risk ahead of sizeable debt maturities. Despite improved operating
performance in 2025, together with a reduction in non-recurring
costs that supported an increase in Moody's-adjusted funds from
operations to EUR45 million (from – EUR7 million in 2024), free
cash flow remained negative and did not support material gross debt
reduction. In 2026, Moody's expects company-reported EBITDA to
remain broadly stable and funds from operations to increase to
around EUR70 million. However, Moody's forecasts free cash flow to
remain negative, reflecting a high interest burden. As a result,
EMERIA's leverage will remain elevated, which could impact
refinancing prospects.
Operating performance improved in 2025, supported by modest revenue
growth in core markets and cost discipline. Moody's-adjusted EBITDA
increased to EUR331 million (21.7% margin) in 2025, from EUR300
million (20.0%) in 2024 and EUR307 million (21.5%) in 2023. Growth
was driven by France, where 3.5% like-for-like revenue increase was
supported by recovery in flow activities, and by the UK, where 5.2%
like-for-like growth reflected the group's high exposure to
recurring stock based services. Despite improved earnings,
Moody's-adjusted free cash flow remained materially negative at -
EUR115 million in 2025. Moody's forecasts it will remain negative
in 2026, at around - EUR70 million, sustaining pressure on leverage
and reliance on external funding.
EMERIA's ratings remain constrained by its high debt load,
accumulated through several years of debt-funded expansion.
Moody's-adjusted debt stood at around EUR3.6 billion at year-end
2025. This primarily comprises EUR2.9 billion of senior secured
term loans and notes due in March 2028, EUR186 million senior
secured RCF due in September 2027, and EUR34.5 million short-term
bank overdrafts. This capital structure results in very high
leverage, with Moody's-adjusted debt/EBITDA of 10.6x at year-end
2025 (10.3x on net basis), alongside weak interest coverage.
Despite EMERIA's supportive business profile and leading market
positions, the misalignment between sustainable earnings capacity
and debt burden materially heightens refinancing risk ahead of
upcoming maturities. Refinancing upcoming debt maturities will
likely require an improvement in operating performance, alongside
continued support from both the sponsor and creditors. However,
given the company's high leverage, there is a meaningful risk that
this future refinancing transaction would constitute a distressed
exchange under Moody's definitions.
EMERIA continues to benefit from a large recurring revenue base
anchored in essential residential real estate services, with solid
customer retention across its joint property and lease management
activities. Strong market positions and reputable brands in France
and the UK support good earnings visibility and relative
resilience.
LIQUIDITY
EMERIA's liquidity is assessed as weak under Moody's framework,
reflecting persistent negative free cash flow, largely driven by
elevated cash interest costs associated with the group's high debt
load, which constrains the group's ability to internally repay debt
and results in continued reliance on external funding. The group
continues to support ongoing operations through access to cash
balances and committed revolving credit facilities. At December
2025, the company increased cash to EUR113 million (from EUR79
million at year-end 2024), supported by proceeds from the disposal
of the Assurimo operations in September 2025. EMERIA sustains its
cash balance through drawings under short-term bank overdrafts and
cash-pooling arrangements and utilization of its net committed RCF
(46% drawn; EUR186 million outstanding), which matures in September
2027.
Looking ahead, Moody's expects company-reported EBITDA to remain
broadly stable at around EUR396 million in 2026 and EUR409 million
in 2027, while cash non-recurring costs decline to EUR62 million in
2026 and EUR53 million in 2027. Nevertheless, Moody's forecasts
these improvements will be fully offset by elevated cash interest
charges (around EUR250 million in 2026 and EUR240 million in 2027),
annual tax payments around EUR13 million, modest working capital
movements and capital expenditure (including lease principal)
around EUR120 million. As a result, Moody's expects
Moody's-adjusted free cash flow will remain negative, at around -
EUR70 million in 2026 and - EUR20 million in 2027. This limits
EMERIA's capacity for debt reduction and implies ongoing reliance
on external funding for bolt on acquisitions.
EMERIA's senior secured RCF is governed by a springing maintenance
covenant, tested quarterly when drawings exceed 40% of commitments,
limiting senior secured net leverage to 11.0x. As of December 2025,
the company had adequate covenant headroom with a ratio at 8.0x.
STRUCTURAL CONSIDERATIONS
Moody's rates the senior secured debt instruments at Caa1, in line
with the CFR, reflecting pari passu ranking among themselves and
other operating liabilities. Moody's rates the senior unsecured
notes at Caa3, two notches below the CFR, reflecting their
structural and effective subordination to the large amount of
senior secured debt and operating liabilities at the operating
level.
The senior secured instruments benefit from guarantees from key
operating subsidiaries generating at least 50% of consolidated
EBITDA, but the security package is limited to customary share
pledges, certain intercompany receivables and material bank
accounts. The senior unsecured notes benefit from the same
guarantee and security perimeter on a second-ranking basis.
The Caa1-PD probability of default rating, in line with the CFR,
reflects Moody's standard assumption of a 50% family recovery
rate.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded if EMERIA delivers a material and
sustained improvement in operating performance, such that:
-- Moody's-adjusted debt/EBITDA sustainably declines below 8.0x
-- Moody's-adjusted EBITA/Interest increases above 1.5x
-- Free cash flow turns positive and liquidity is adequate
The ratings could be downgraded if creditor recoveries fall below
the levels currently factored into the ratings. A refinancing
transaction that further subordinate or impair restricted group
creditors could also lead to a downgrade.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Business and
Consumer Services published in February 2026.
EMERIA's Caa1 rating is one notch below the scorecard-indicated
outcome for 2025 results and two notches below the
scorecard-indicated outcome based on Moody's 12-18 month forward
view. The notching difference reflects the company's highly
leveraged capital structure and weak cash generation, resulting in
elevated refinancing risk ahead of EUR186 million senior secured
RCF due in September 2027 and EUR2.9 billion senior secured term
loans and notes due in March 2028.
CORPORATE PROFILE
Flamingo Lux II SCA (EMERIA) is a leading pan European provider of
residential real estate services with a PropTech enabled platform.
The group predominantly serves a residential client base
(business-to-business, B2B), complemented by a growing exposure to
professional and institutional customers (business-to-customer,
B2C). EMERIA provides joint property management, lease management,
lettings and residential brokerage, and ancillary fee based
services.
In 2025, EMERIA generated EUR1.5 billion revenue and EUR405 million
company reported EBITDA across France, Germany, Switzerland, the
Benelux, and the UK.
EMERIA is majority owned and controlled by funds managed or advised
by Partners Group, which led the company's acquisition in 2016 and
reinvested new funds in 2021 to maintain its controlling stake. TA
Associates has a 25% minority interest.
=====================
N E T H E R L A N D S
=====================
NGD HOLDINGS: Fitch Affirms 'CC' Rating on Sr. Unsecured Notes
--------------------------------------------------------------
Fitch Ratings has affirmed DTEK OIL & GAS PRODUCTION B.V.'s (DOG)
Long-Term Issuer Default Rating (IDR) at 'CC'. Fitch has also
affirmed the senior unsecured rating on the notes issued by NGD
Holdings B.V. and guaranteed by DOG at 'CC'. The Recovery Rating is
'RR4'.
The affirmation follows NGD Holdings' announcement that it is
soliciting consent from noteholders for proposed amendments to the
terms of the USD275 million bond outstanding and maturing on 31
December 2026, including an extension of maturity. The proposed
amendments require consent from noteholders holding more than 90%
of the outstanding aggregate principal amount of the notes. Fitch
considers that the proposed amendments, through consent
solicitation, or potentially using the scheme of arrangement route,
would constitute a distressed debt exchange (DDE) under its
Corporate Rating Criteria.
Key Rating Drivers
Consent Solicitation Constitutes DDE: Fitch considers DOG's
proposed amendments, if executed, will constitute a DDE under its
criteria, as they would result in a material reduction in terms
relative to the existing contractual terms and are being pursued to
avoid a probable default.
Material Reduction in Terms: The proposed amendments include a
three-year extension of the notes' maturity to 31 December 2029 and
no payment of accrued interests to non-consenting noteholders.
Fitch believes these changes represent a material weakening of
terms, despite the introduction of a new guarantor and semi-annual
amortisation.
Consent Solicitation to Avoid Default: Fitch views the consent
solicitation as necessary for DOG to avoid a probable default,
given the moratorium on cross-border payments has restricted DOG's
ability to make payments abroad, while weak liquidity, the absence
of offshore cash generation and the lack of access to external
financing has further constrained its payment flexibility.
Moratorium on Foreign-Currency Payments: DOG has not been granted
an exception to the FX transfer moratorium since receiving a
one-off permit for its 1H22 coupon. Without it, DOG cannot transfer
cash held in Ukraine abroad to pay its international noteholders.
The National Bank of Ukraine relaxed the moratorium on cross-border
foreign-currency (FC) payments in 2024 and 2026, allowing companies
to purchase FC and send cash abroad via dividends to service coupon
payment of bonds issued abroad, and principal repayment under
certain conditions.
Operations Continue Amid Disruptions: DOG's operations were
disrupted in 2025 by war-related damage that caused temporary
suspensions and lower output. Fitch expects DOG to complete
restoration in 1H26. Fitch expects production to decline to 10.9
thousand barrels of oil equivalent per day (kboepd) in 2026,
resulting in EBITDA of about EUR140 million under Fitch's gas price
assumption.
Complex Group Structure: DOG is part of a larger group, DTEK GROUP
B.V., which is a private energy corporation in Ukraine with main
subsidiaries including DTEK Energy B.V. (CCC-), DTEK Renewables
B.V. (CC), D. Trading B.V. and other companies. DTEK GROUP B.V. is
ultimately owned by SCM. Fitch rates DOG on a standalone basis and
assess that SCM has overall weak incentives to support DOG.
Related-parties Transactions Weaken Cash Visibility: Support from
affiliated companies has enabled DOG to make its Eurobond payments,
but significant transactions with related parties and
working-capital volatility also make its cash flow profile less
predictable. DOG sells gas domestically through an affiliated
trader, and its working-capital movements have been deeply negative
since 2021. Fitch expects this to continue in 2026.
Peer Analysis
Ratings in the 'CCC' category and below for most corporate issuers
in Ukraine reflect heightened operational and financial risks.
Interpipe Holdings plc's 'CCC-' ratings reflect the high risk of
damage or disruption at its main facilities and its liquidity
profile. Metinvest B.V. is rated 'CCC-'/Rating Watch Negative,
which reflects increasing refinancing risk linked to its USD428
million bonds falling due on 23 April 2026.
DOG's affiliated company DTEK Renewables B.V. (CC) faces similarly
tight liquidity and high operational risks. Another affiliated
company DTEK Energy B.V. is rated 'CCC-' as Fitch expects the
company no longer faces an imminent risk of default after several
bond repurchases at below par and the stabilisation of the business
operations.
Fitch’s Key Rating-Case Assumptions
- Gas price assumption as per Fitch's price deck
- Natural gas production averaging 11 kboepd in 2026-2028
- Capex to increase to UAH1.5 billion in 2026 then decline to
average UAH1 billion a year in 2027 and 2028
- No dividends to ordinary shareholders paid in 2026-2028
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
- Business and financial profile factors (assessment, relative
importance): Management (bb, Moderate), Sector Characteristics (b+,
Lower), Market and Competitive Positioning (b-, Moderate),
Diversification and Asset Quality (ccc+, Moderate), Company
Operational Characteristics (b-, Moderate), Profitability (ccc,
Moderate), Financial Structure (bbb+, Lower), and Financial
Flexibility (ccc-, Higher).
- The quantitative financial subfactors are based on custom CRT
financial period parameters: 80% weight for the forecast year 2026
and 20% for the forecast year 2027.
- B+ to CC considerations apply in its analysis and result in an
adjustment of -2 notch(es).
- The Governance assessment of 'Some Deficiencies' results in no
adjustment.
- The Operating Environment assessment of 'ccc' results in no
adjustment.
- The SCP is 'cc'.
To derive the IDR:
- Application of Fitch's Parent and Subsidiary Linkage Rating
Criteria results in a standalone approach.
Recovery Analysis
- The recovery analysis assumes that DOG would be reorganised as a
going concern (GC) in bankruptcy rather than liquidated.
- The GC EBITDA of UAH3 billion reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level based on normalised
domestic prices and potentially lower production.
- Fitch uses an enterprise value/EBITDA multiple of 3x to calculate
a post-reorganisation valuation, reflecting high operational risks
due to the company's focus on Ukraine.
- Fitch assumes that the senior unsecured Eurobond ranks equally
with the company's deferred consideration for the acquisition of
PrJSC Naftogazvydobuvannya.
- After deducting 10% for administrative claims, and taking into
account Fitch's Country-Specific Treatment of Recovery Ratings
Criteria, its analysis generated a waterfall-generated recovery
computation in the 'RR4' band, indicating a 'CC' rating for the
senior unsecured notes.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade:
- The IDR will be downgraded to 'C' once the DDE has been agreed
with investors and a date for the exchange has been set. The IDR
will remain at this level until the DDE is executed, at which point
the IDR would be downgraded to 'RD'.
- Payment default
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:
- Following the completion of the DDE Fitch will rerate the issuer
based on its liquidity and business profile and operating
environment in Ukraine
Liquidity and Debt Structure
DOG's debt profile is dominated by a USD275 million bond
outstanding and maturing on 31 December 2026 that requires bullet
payment at maturity.
At end-2025 its cash balance, according to Fitch's estimates, would
not be sufficient to make the Eurobond coupon and final payment in
2026. Free cash flow generation is materially dependent on related
party transactions. DOG's ability to use its cash flow for debt
repayments remains subject to FC payment restrictions.
Issuer Profile
DOG is a privately owned natural gas producer in Ukraine ultimately
controlled by Rinat Akhmetov's SCM Capital.
In 2025, DOG produced around 660 million cubic metres of gas.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Climate Vulnerability Signals
The Climate.VS for DOG is 53 for 2035.
It reflects transition risks for oil and gas production arising
from potential reductions in demand driven by policies designed to
reduce consumption, and in the shorter term from policies designed
to limit greenhouse gas emissions from hydrocarbon production.
Energy transition risk is not an immediate downside risk to the
rating, given the long-term horizon of the transition as well as
uncertainty regarding the pace and form of the regulatory and
market dynamics that will govern it. Fitch believes that given the
current situation, management will focus mainly on DOG's
operational and financial performance rather than on
climate-related initiatives.
ESG Considerations
DOG has an ESG Relevance Score of '4' for Group Structure due to a
large number of complex related-party transactions and a complex
group structure, which has a negative impact on the credit profile,
and is relevant to the rating[s] in conjunction with other
factors.
DOG has an ESG Relevance Score of '4' for Governance Structure due
to influence of the key shareholder, which has a negative impact on
the credit profile, and is relevant to the rating[s] in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
NGD Holdings B.V.
senior unsecured LT CC Affirmed RR4 CC
DTEK OIL & GAS
PRODUCTION B.V. LT IDR CC Affirmed CC
=========
S P A I N
=========
AUTO ABS SPANISH 2022-1: DBRS Hikes Rating on Cl. E Notes to BBsf
-----------------------------------------------------------------
DBRS Ratings GmbH (Morningstar DBRS) took the following credit
rating actions on the classes of notes (collectively, the rated
notes) issued by Auto ABS Spanish Loans 2022-1 FT and Auto ABS
Spanish Loans 2024-1 FT (collectively, the transactions):
Auto ABS Spanish Loans 2022-1 FT
-- Class A Notes upgraded to AA (high) (sf) from AA (sf)
-- Class B Notes upgraded to AA (low) (sf) from A (sf)
-- Class C Notes upgraded to A (sf) from BBB (high) (sf)
-- Class D Notes upgraded to BBB (low) (sf) from BB (high) (sf)
-- Class E Notes upgraded to BB (sf) from B (high) (sf)
Auto ABS Spanish Loans 2024-1 FT
-- Class A Notes confirmed at AA (sf)
-- Class B Notes confirmed at A (sf)
-- Class C Notes confirmed at BBB (sf)
-- Class D Notes confirmed at BB (high) (sf)
-- Class E Notes confirmed at BB (low) (sf)
CREDIT RATING RATIONALE
The credit rating actions follow an annual review of the
transactions and are based on the following analytical
considerations:
-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the March 2026 payment date;
-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and
-- Current available credit enhancement to the rated notes to cover
the expected losses and residual value (RV) loss assumed at their
respective credit rating levels.
The transactions represent the issuance of notes backed by a
portfolio of fixed-rate receivables related to amortising and
balloon auto loans granted by Stellantis Financial Services
España, E.F.C., S.A. (SFSE, formerly PSA Financial Services Spain,
E.F.C., S.A.; the originator) to private individuals in Spain for
the acquisition of new or used vehicles. The originator also
services the portfolio. The transactions also feature a cash
reserve, which was funded by the Class F Notes.
Auto ABS Spanish Loans 2022-1 FT closed in May 2022 and included a
seven-month revolving period that ended in December 2022, while
Auto ABS Spanish Loans 2024-1 FT closed in September 2024 and
included a three-month revolving period, which ended in December
2024.
Following the end of the revolving periods, the notes have started
amortising on a pro rata basis, subject to certain subordination
events. Once a sequential event is triggered, the principal
repayment of the notes will become sequential and is nonreversible
until the notes are fully redeemed. As of the March 2026 payment
date, no sequential event had occurred.
The balloon loans include a component related to guaranteed future
values (GFV). The GFV affords the borrower an option to hand back
the underlying vehicle at contract maturity as an alternative to
repaying or refinancing the final balloon payment. Morningstar DBRS
understands that this feature directly exposes the Issuer to RV
risk.
Stellantis Espana S.A. mitigates the RV risk in these transactions
by undertaking to repurchase the vehicle at a price equal to the
balloon amount. Morningstar DBRS believes that the undertaking
mitigates but does not completely eliminate the Issuer's RV risk,
and its benefits are limited to the manufacturer's credit standing
and financial strength.
PORTFOLIO PERFORMANCE
-- For Auto ABS Spanish Loans 2022-1 FT, as of the March 2026,
loans that were one to two and two to three months delinquent
represented 0.4% and 0.2% of the outstanding portfolio balance,
respectively. Gross cumulative defaults represented 1.0% of the
aggregate original and subsequent portfolios.
-- For Auto ABS Spanish Loans 2024-1 FT, as of the March 2026,
loans that were one to two and two to three months delinquent
represented 0.1% and 0.1% of the outstanding portfolio balance,
respectively. Gross cumulative defaults represented 0.5% of the
aggregate original and subsequent portfolios.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the current
pool of receivables and maintained the base case PD and LGD of the
current pool at 2.5% and 40.0%, respectively, for both
transactions.
The RV loss estimates that Morningstar DBRS used were:
-- For Auto ABS Spanish Loans 2022-1 FT: 26.7%, 22.2%, 19.0%, 11.8%
and 4.9% for the AA (high) (sf), AA (low) (sf), A (sf), BBB (low)
(sf), and BB (sf) scenarios, respectively.
-- For Auto ABS Spanish Loans 2024-1 FT: 26.4%, 20.9%, 14.5%, 8.3%
and 3.8% for the AA (sf), A (sf), BBB (sf), BB (high) (sf) and BB
(low) (sf) scenarios, respectively.
CREDIT ENHANCEMENT
Credit enhancement is provided by the subordination of the junior
notes and excludes the Class F Notes. As of the March 2026 payment
dates, credit enhancement available to the Class A, Class B, Class
C, Class D and Class E Notes was:
-- for Auto ABS Spanish Loans 2022-1 FT: 21.3%, 15.5%, 10.2%, 3.4%
and 0.0%, unchanged since closing.
-- for Auto ABS Spanish Loans 2024-1 FT: 15.8%, 11.0%, 5.7%, 2.0%
and 0.0%, unchanged since closing.
The transactions benefit from an amortising cash reserve, funded
through the subscription proceeds of the Class F Notes. The cash
reserve is available to cover senior costs and interest payments on
the notes. As of the March 2026 payment date, the cash reserve was
at its target balance of EUR 2.98 million and EUR 4.65 million, for
Auto ABS Spanish Loans 2022-1- FT and for Auto ABS Spanish Loans
2024-1 FT, respectively.
BNP Paribas S.A Sucursal en España (BNPSE) acts as the account
bank for the Auto ABS Spanish Loans 2022-1 FT, while Société
Générale, Sucursal en España (SGE) acts as the account bank for
the Auto ABS Spanish Loans 2024-1 FT transaction. Based on
Morningstar DBRS' private credit ratings on BNPSE and SGE, the
downgrade provisions outlined in the transactions documents, and
structural mitigants inherent in the transactions structures,
Morningstar DBRS considers the risk arising from the exposure to
BNPSE and SGE to be consistent with the 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.
Banco Santander S.A. (Banco Santander) acts as the swap
counterparty for both transactions. Morningstar DBRS' public Long
Term Critical Obligations Rating on Banco Santander at AA is
consistent with the First Rating Threshold as described in
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions" methodology.
Morningstar DBRS' credit ratings on the applicable classes address
the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
Where applicable, a description of these financial obligations can
be found in the transactions' respective press releases at
issuance.
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 euros unless otherwise noted.
===========
T U R K E Y
===========
TURKIYE PETROLLERI: Fitch Affirms 'BB-' IDR, Outlook Now Stable
---------------------------------------------------------------
Fitch Ratings has revised Turkiye Petrolleri Anonim Ortakligi's
(TPAO) Outlook to Stable from Positive and affirmed its Long-Term
Issuer Default Rating (IDR) at 'BB-'. The rating action follows the
revision of the Outlook on Turkiye's Long-Term IDR to Stable from
Positive (see 'Fitch Revises Turkiye's Outlook to Stable; Affirms
at 'BB-'', dated 10 April 2026).
TPAO's rating is constrained by that of Turkiye (BB-/Stable) due to
its strong links with the sovereign as its ultimate sole
shareholder, in line with Fitch's Government-Related Entities (GRE)
Rating Criteria and Parent and Subsidiary Linkage Rating Criteria.
Fitch assesses TPAO's Standalone Credit Profile (SCP) at 'bb',
supported by its medium-sized, balanced oil and gas operations,
USD4.1 billion EBITDA in 2025, and low leverage despite rising
capex to expand output. These strengths are partly offset by high
operating costs, limited reserves disclosure, limited record in
large-scale expansion, and an evolving operating environment in
Turkiye.
Key Rating Drivers
Rating Constrained by Sovereign's: TPAO's rating is constrained by
that of Türkiye. Fitch assesses decision making and oversight, and
precedents of support as 'Very Strong', preservation of government
policy role as 'Strong' and contagion risk as 'Not Strong Enough'.
This results in a support score of 30 points, out of a maximum of
60, under its GRE Rating Criteria.
'Very Strong' Decision-Making and Oversight: The state owns 100% of
TPAO through Turkiye Wealth Fund. Three out of five members of the
company's board of directors are government representatives,
providing oversight and policy guidance. The state approves the
company's strategy and annual budget, including capex, and mandates
the execution of strategic projects, including the Azerbaijan
project.
'Very Strong' Precedents of Support: The government has
historically supported TPAO by not extracting dividends to allow
the company to reinvest in growth. The company is also exempt from
paying corporate tax. The government has started to issue debt
guarantees, following the discovery at Sakarya gas field, with 31%
of the company's outstanding debt guaranteed by the state as of
end-2025. Of TPAO's debt at end-2025, 82% was provided by
state-controlled banks.
'Strong' Incentives to Support: Fitch assesses the preservation of
government policy role as 'Strong' as TPAO is the main oil and gas
upstream company with a 91% market share domestically and it
continues to align its strategy with the government's drive for
Türkiye's energy independence. Turkiye is a large energy importer.
The company accounts for 87% of domestic oil production and 96% of
domestic gas production. It sells its domestic oil and gas output
on the local market at regulated domestic gas prices.
Production and Capex Growth: TPAO plans to increase capex to USD5
billion-7 billion a year between 2025 and 2028, from USD3.5 billion
in 2024, for new field developments and increases in production in
Gabar and Black Sea in Turkiye. This will raise total production to
above 400 thousand barrels of oil equivalent per day (kboepd) by
2028 from 237kboepd in 2024. Fitch forecasts flat production in
2026, followed by growth of 14% in 2027 and 26% in 2028 once
development projects are complete.
High, But Falling, Production Costs: TPAO's unit operating cost of
USD21/boe in 2024 remains high relative to similarly rated oil and
gas producers'. Fitch forecasts unit production costs to decline as
the company expands its output.
Leverage to Increase: Fitch expects TPAO to remain moderately
leveraged over 2025-2028 despite an intensive capex phase to fund
its large development of the Sakarya and Gabar fields. Fitch
expects Fitch-adjusted EBITDA net leverage to gradually increase to
2.2x by 2027 from 0.5x in 2024, before declining to 2.0x in 2028.
Large Domestic Output: According to the Energy Market Regulatory
Authority, TPAO accounted for 96% of Türkiye's domestic natural
gas production in 2024, although this covered only about 4% of
national gas demand. All domestic gas is sold at prices set by the
Energy Market Regulatory Authority. In oil, TPAO represented an
estimated 87% of domestic production, meeting 16% of total oil
demand. Export sales - primarily from production outside Türkiye -
contributed about 36% of total revenue in 2024.
Medium-Sized Oil and Gas Producer: TPAO is an oil and gas producer,
with operations in Turkiye, Azerbaijan and Iraq with onshore and
offshore producing assets, reaching an average production of
237kboepd in 2024, of which 60% were liquids and 40% natural gas.
More than half of the production comes from domestic operations.
The company is targeting to raise its production output to about
460kboepd by 2028, as it invests in new field developments, which
bears execution risks.
Peer Analysis
TPAO's closest peers in EMEA oil and gas are State Oil Company of
the Azerbaijan Republic (SOCAR; BBB-/Stable; SCP: bb-), Energy
Development Oman SAOC (EDO; BBB-/Stable; SCP: bbb+) and JSC
National Company KazMunayGas (BBB/Stable; SCP: bb). Fitch assesses
all four companies under its GRE Rating Criteria.
TPAO has a stronger SCP than SOCAR, as the latter has higher gross
leverage, lower through-the-cycle EBITDA and cash flow, and smaller
upstream scale, which are partly offset by greater diversification
and a much lower dividend burden.
Fitch’s Key Rating-Case Assumptions
- Brent oil prices at USD70/bbl in 2026, USD63/bbl in 2027 and
USD60/bbl in 2028
- Title Transfer Facility gas prices averaging around USD8.4/MMBtu
over 2026-2028, before declining to about USD5/MMBtu mid‑cycle,
in line with its domestic gas price assumption
- Total upstream volumes increasing 1% in 2026, 14% in 2027 and 26%
in 2028, after rising 21% in 2025
- Capex of about USD5.8 billion on average a year in 2026-2028
- No dividends paid in 2026-2029
- No asset acquisitions or disposals in 2026-2029
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the SCP:
- Business and financial profile factors (assessment, relative
importance): Management (bbb-, Lower), Sector Characteristics (bb,
Moderate), Market and Competitive Positioning (bbb-, Moderate),
Diversification and Asset Quality (b+, Moderate), Company
Operational Characteristics (bb, Moderate), Profitability (bb+,
Moderate), Financial Structure (a, Lower), and Financial
Flexibility (bb, Higher).
- The quantitative financial subfactors are based on custom CRT
financial period parameters: 10% weight for the historical year
2024, 10% for the forecast year 2025, 30% for the forecast year
2026, 30% for the forecast year 2027 and 20% for the forecast year
2028.
- The Governance assessment of 'Good' results in no adjustment.
- The Operating Environment assessment of 'bb+' results in no
adjustment.
- The SCP is 'bb'.
To derive the IDR:
- Application of Fitch's Parent and Subsidiary Linkage Rating
Criteria results in a(n) consolidated approach.
- Application of Fitch's GRE Rating Criteria results in a(n)
constrained approach.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Negative rating action on Turkiye
- EBITDA net leverage above 2.8x on a sustained basis, failure to
deliver on planned production expansion and an aggressive financial
policy could be negative for the SCP but not necessarily for the
IDR
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Positive rating action on Turkiye
- EBITDA net leverage at or below 2.0x on a sustained basis,
delivery on planned production expansion, adherence to a
conservative financial policy, production costs reduction and
better disclosure of 1P reserves would be positive for the SCP but
not necessarily for the IDR
Liquidity and Debt Structure
At end-2025, TPAO's liquidity was adequate, with total consolidated
cash of USD308 million. TPAO repaid most of its short-term debt
with new loans during 9M25, which extended its debt maturity
profile. In March 2026, TPAO Varlık Kiralama A.S. issued USD1
billion in senior unsecured certificates due 2031 under its sukuk
lease certificate programme, further supporting the company's
liquidity position. Fitch forecasts negative FCF over the medium
term due to large capex.
Cash balances are held entirely with domestic state-owned and
participation banks. The currency composition of cash holdings is
45% in Turkish liras and 55% in US dollars. All funds are held
within Turkiye, and TPAO does not have any offshore or
international cash balances. Of its outstanding debt at end-2025,
82% was provided by state-controlled banks and 31% was
government-guaranteed.
Issuer Profile
TPAO's operations are primarily in Turkiye; overseas involvement
includes projects in Iraq (Missan, Badra and Siba) and in
Azerbaijan (ACG), with contract assets linked to natural gas
supplied from the Shah Deniz project in Azerbaijan.
Public Ratings with Credit Linkage to other ratings
TPAO's rating is constrained by Turkiye sovereign's rating.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
Climate Vulnerability Signals
The Climate.VS for 2035 for TPAO is 52, which is average for the
oil and gas sector. Key transition risks arise from potential
reductions in demand driven by policies designed to reduce the use
of oil and gas in the global economy and, in the shorter term, from
policies designed to limit the greenhouse gas emissions from the
production of oil and gas.
These risks do not have an immediate impact on the rating, given
the very long timescale over which the transition may take place,
and uncertainty regarding the extent and nature of changes and
markets' and companies' reaction to them.
ESG Considerations
TPAO has an ESG Relevance Score of '4' for Financial Transparency
due to limited disclosure of reserves-related operational data ,
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Recovery Prior
----------- ------ -------- -----
TPAO Varlık
Kiralama A.S.
senior unsecured LT BB- Affirmed RR4 BB-
Turkiye Petrolleri
Anonim Ortakligi LT IDR BB- Affirmed BB-
senior unsecured LT BB- Affirmed RR4 BB-
[] Fitch's Outlook on 12 Turkish NBFI's 'BB-' LT IDR Now Stable
---------------------------------------------------------------
Fitch Ratings has revised 12 Turkish non-bank financial
institutions' (NBFIs) Outlooks to Stable from Positive.
The rating actions follow the Outlook revision on Turkiye's
Long-Term Issuer Default Ratings (IDRs) and subsequent rating
actions on the respective parent banks (see "Fitch Revises
Turkiye's Outlook to Stable; Affirms at 'BB-'", dated 10 April
2026, "Fitch Revises 4 Turkish Banks' Outlooks to Stable on
Sovereign Action; Affirms at 'BB-'" and "Fitch Revises 9 Turkish
Banks' Outlooks to Stable on Sovereign Action; Affirms at 'BB-'",
both dated 14 April 2026).
The issuers affected by today's rating action are Istanbul Takas ve
Saklama Bankasi A.S. (Takasbank) and NBFI subsidiaries of Turkish
commercial banks. The subsidiaries are Ak Finansal Kiralama A.S.
(Ak Leasing), Alternatif Finansal Kiralama A.S. (Alternatif
Leasing) Deniz Finansal Kiralama A.S. (Deniz Leasing), Is Finansal
Kiralama Anonim Sirketi (Is Leasing), Garanti Finansal Kiralama
A.S. (Garanti Leasing), Garanti Faktoring A.S., QNB Finans
Faktoring A.S. (QNB Faktoring), QNB Finans Finansal Kiralama A.S.
(QNB Leasing), Yapi Kredi Faktoring A.S., Yapi Kredi Finansal
Kiralama A.O. (Yapi Kredi Leasing) and Yapi Kredi Yatirim Menkul
Degerler A.S..
Key Rating Drivers
Support-Driven Ratings: The Long-Term IDRs and Shareholder Support
Ratings (SSRs) of the 11 bank-owned NBFIs are equalised with those
of their respective parents, reflecting Fitch's view that they are
core and highly integrated subsidiaries. The revision of the
Outlooks on the IDRs to Stable mirrors those on the respective
parents, which, in turn, reflects increased refinancing challenges
and risk premiums on the credit profiles of their banking groups.
Fitch is not able to assess the subsidiaries' intrinsic strength as
all bank-owned NBFIs are highly integrated into their respective
parents and their franchises rely heavily on their parents'. The
ratings are underpinned by potential shareholder support but capped
at 'BB-' by their respective parents' Long-Term Foreign-Currency
IDRs. For subsidiaries where the parent bank is foreign-owned
(Alternatif Leasing, Deniz Leasing, Garanti Leasing, Garanti
Faktoring, QNB Faktoring and QNB Leasing), the cap underlines
intervention risk from the Turkish government.
Highly Integrated Subsidiaries: The ratings of the NBFI
subsidiaries reflect their close integration with their parents,
reputational risks of their defaults for the broader groups, and
ultimate full or majority ownership by their respective parents.
The subsidiaries offer core products and services (leasing,
factoring and investment services) in the Turkish market.
High Support Propensity: The cost of support would be limited as
the subsidiaries are small compared with their parents and total
assets usually do not exceed 3% of group assets. This, together
with the other support factors, leads Fitch to believe that the
parents' propensity to support remains very high. However, the
ability to support is limited by the respective parents'
creditworthiness as reflected in their ratings.
VR and Government Support: Takasbank's IDRs are driven by
government support in conjunction with its standalone credit
profile. The revision of Outlooks to Stable mirrors the same
revision on the sovereign's, which reflects a marked fall in
international reserves since the start of the Iran war and rising
risks on Turkiye's external finances and inflation, due mainly to
its large energy trade deficit.
Systemically Important Turkish Clearing House: Takasbank's
Government Support Rating (GSR) is in line with other systemically
important domestic banks'. In its opinion, Takasbank has
exceptionally high systemic importance for the Turkish financial
sector. Contagion risk from Takasbank's default is significant,
given the bank's interconnectedness with the wider Turkish
financial sector as Turkiye's only central clearing counterparty.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
NBFI subsidiaries of Turkish banks:
The subsidiaries' Long-Term Foreign- and Local-Currency IDRs are
sensitive to a downgrade of their respective parent's IDRs. A
revision of parents' Outlooks to Negative would be reflected in the
subsidiaries' Outlooks.
The ratings could be notched down from their respective parents'
ratings on a material deterioration in the parents' propensity or
ability to support, for example if the subsidiaries become
materially larger relative to the respective parent banks'.
The ratings could also be notched down from their respective
parents' if the subsidiaries' strategic importance is materially
reduced through, for example, weaker operational and management
integration, reduced ownership or a prolonged period of
underperformance.
Takasbank:
A downgrade of Takasbank's IDRs and National Rating would require
both a downgrade of its Viability Rating and GSR.
A downgrade of Turkiye's sovereign Long-Term Foreign-Currency IDR
or deterioration in the sovereign's propensity to provide support,
due to an adverse change in Takasbank's systemic importance or
reduced government ownership through privatisation, would be
reflected in a downgrade of its GSR.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
NBFI subsidiaries of Turkish banks:
An upgrade of the respective parents' ratings would be reflected in
the subsidiaries' ratings.
Takasbank:
A positive rating action on Turkiye's sovereign ratings would be
mirrored in Takasbank's Long-Term IDRs. An upgrade of Takasbank's
Viability Rating would also lead to an upgrade of its IDRs,
although Fitch does not expect this to happen in the short term
given the Stable Outlook.
Public Ratings with Credit Linkage to other ratings
Eleven of the NBFIs' ratings are linked to their respective parent
banks' ratings. Takasbank's GSR is driven by Turkiye's sovereign
IDRs.
ESG Considerations
The 11 NBFI subsidiaries of Turkish banks have an ESG Relevance
Score of '4' for Management and Strategy, in line with their
respective parents' Management and Strategy ESG Relevance Score.
The score reflects increased regulatory intervention in the Turkish
banking sector, which hinders the operational execution of the
parent' s management strategy, constrains management's ability to
determine strategy and price risk, and creates an additional
operational burden for the respective parent banks. This has a
negative impact on the relevant credit profiles and is relevant to
the ratings in conjunction with other factors.
Takasbank has an ESG Relevance Score of '4' for Governance
Structure due to government influence over the board's strategy and
governance, which has a negative impact on the credit profile and
is relevant to the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Is Finansal
Kiralama Anonim
Sirketi LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
QNB Finansal
Kiralama A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Ak Finansal
Kiralama A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Yapi Kredi
Finansal
Kiralama A.O. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Alternatif
Finansal
Kiralama A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Garanti Finansal
Kiralama A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Yapi Kredi
Faktoring A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
QNB Faktoring
A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Istanbul Takas
ve Saklama
Bankasi A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Natl LT AAA(tur)Affirmed AAA(tur)
Government Support bb- Affirmed bb-
Yapi Kredi
Yatirim Menkul
Degerler A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Deniz Finansal
Kiralama A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
Garanti
Faktoring A.S. LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Shareholder Support bb- Affirmed bb-
===========================
U N I T E D K I N G D O M
===========================
24 MOUNT ROW: FRP Advisory, BTG Begbies Appointed as Administrators
-------------------------------------------------------------------
24 Mount Row (Flat 1) Limited was placed into administration in the
High Court of Justice, Court Number CR-2026-002077. David Hudson
and Simon Baggs of FRP Advisory Trading Limited, and Paul Steven
Cooper of BTG Begbies Traynor (London) LLP, were appointed as joint
administrators on March 16, 2026.
24 Mount Row (Flat 1) Limited carried on a business of buying and
selling of own real estate and other letting and operating of own
or leased real estate.
Its registered office is at 134 Buckingham Palace Road, London,
SW1W 9SA (to be changed to FRP Advisory Trading, 2nd Floor,
Churchill House, 26–30 Upper Marlborough Road, St Albans, AL1
3UU).
Its principal trading address is 134 Buckingham Palace Road,
London, SW1W 9SA.
The Joint Administrators can be contacted at:
David Hudson
Simon Baggs
FRP Advisory Trading Limited
2nd Floor, Churchill House
26–30 Upper Marlborough Road
St Albans
AL1 3UU
-- and --
Paul Steven Cooper
BTG Begbies Traynor (London) LLP
31st Floor, 40 Bank Street
Canary Wharf
London
E14 5NR
Further information:
Tel: 01727 811111
Email: cp.stalbans@frpadvisory.com
Alternative contact: Luke Bambrough
ARGENTEX LLP: May 8, 2026 Funds Claims Bar Date Set
---------------------------------------------------
In accordance with Regulation 20 of the Payment and Electronic
Money Insolvency Regulations 2021 ("the Regulations) and Rule 110
of the Payment and Electronic Money Institution Insolvency (England
and Wales) Rules (2021) ("the Rules"), Daniel Conway, Anthony John
Wright and David Hudson, all of FRP Advisory Trading Limited, the
Joint Special Administrators ("JSAs") of Argentex LLP (in Special
Administration), consider that it is necessary to expedite the
return of relevant funds to set a bar date of May 8, 2026 ("the Bar
Date") in respect of relevant funds claims, being of the LLP may
have in respect of funds that were received by the LLP for the
execution of a payment transaction or received in exchange for
electronic money and which the LLP was required pursuant to the
Electronic Money Regulations 2011 of the Payment Services
Regulations 2017 ("Relevant Funds Claims").
The Bar Date only applies to Relevant Funds Claims and does not
relate to any other type of claim that you may have against the
LLP.
Once the Bar Date has passed, and following court approval of
distribution plan, the JSAs shall, in accordance with the time
periods specified in the Regulations and the Rules, make a
distribution (or distributions) from the relevant funds asset pool
to those who have a Relevant Funds Claim that has been admitted to
the JSAs.
If you have not yet submitted a Relevant Funds Claim, please submit
your claim to the Joint Special Administrators by either:
(i) email to Argentex@frpadvisory.com; or
(ii) post to FAO: Argentex Team, FRP Advisory Trading Limited,
2nd Floor 110 Cannon Street, London, EC4N 6EU
on or before May 8, 2026 so that the JSAs can consider and
potentially agree to your claim. A copy of the relevant claim form
can be obtained from the customers' portal, or requested from the
JSAs through email.
The Joint Special Administrators were appointed on July 21, 2025.
They can be reached at:
FRP Advisory Trading Limited
110 Cannon Street, London, EC4N 6EU, 21
Email: Argentex@frpadvisory.com
Tel: 020 3005 4000
ATLAS FUNDING 2025-1: DBRS Confirms BB(high) Rating on Cl. E Notes
------------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) confirmed the credit
ratings on the notes issued by Atlas Funding 2025-1 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 X Notes at BBB (high) (sf)
CREDIT RATING RATIONALE
The credit rating confirmations follow an annual review of the
transaction and are based on the following analytical
considerations:
-- Portfolio performance, in terms of delinquencies, defaults and
losses.
-- Portfolio default rate (PD), loss given default (LGD) and
expected loss assumptions on the remaining receivables.
-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.
The transaction is a securitisation of first lien, buy-to-let
mortgage loans originated by Lendco Limited (Lendco), a specialist
property finance lender in the United Kingdom. The portfolio is
serviced by Lendco Mortgage Servicing Limited, a wholly owned
subsidiary of Lendco.
PORTFOLIO PERFORMANCE
As of the March 2026 payment date, loans one to two months in
arrears represented 0.2% of the outstanding portfolio balance, and
there were no loans in higher arrears buckets. The cumulative loss
ratio was zero.
PORTFOLIO ASSUMPTIONS AND KEY DRIVERS
Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and has updated its base case PD and LGD
assumptions at the B (sf) credit rating level to 2.0% and 17.4%
respectively.
CREDIT ENHANCEMENT
As of the March 2026 payment date, credit enhancement to the Class
A to Class E Notes had increased from the Morningstar DBRS initial
rating as follows:
-- Class A Notes: 14.39%, up from 14.25%.
-- Class B Notes: 7.57%, up from 7.50%.
-- Class C Notes: 4.04%, up from 4.00%.
-- Class D Notes: 1.51%, up from 1.50%.
-- Class E Notes: stable at 0.0%.
Credit enhancement to the Class A to Class E Notes consists of
subordination of junior classes. The Class X Notes do not benefit
from hard credit enhancement and are redeemed through available
excess spread. As of the March 2026 payment date, the Class X Notes
have paid down to GBP 1.3 million in outstanding principal, from
GBP 3.2 million at the closing date.
The transaction benefits from a liquidity reserve fund, currently
at its target level of GBP 1.2 million, and available to cover
senior fees, senior swap payments, and interest on the Class A and
Class B Notes. The transaction additionally benefits from a 364-day
renewable liquidity facility provided by Banco Santander SA, London
Branch. The liquidity facility covers senior fees, senior swap
payments, and interest on the Class A Notes.
Citibank N.A., London Branch acts as the account bank for the
transaction. Based on the Morningstar DBRS private credit rating on
Citibank N.A., London Branch, the downgrade provisions outlined in
the transaction documents, and other mitigating factors inherent in
the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit rating assigned to the Class A Notes, as described in
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions" methodology.
HSBC Bank plc acts as the swap counterparty for the transaction.
Morningstar DBRS' private credit rating on HSBC Bank plc is
consistent with the First Rating Threshold as described in
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions" methodology.
Morningstar DBRS's credit ratings on the applicable classes address
the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
Where applicable, a description of these financial obligations can
be found in the transactions' respective press releases at
issuance.
Morningstar DBRS's 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.
ATLAS FUNDING 2026-1: DBRS Gives (P)BB(low) Rating to X2 Notes
--------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) assigned provisional credit
ratings to the bonds (the Notes) to be issued by Atlas Funding
2026-1 PLC (the Issuer) as follows:
-- Class A at (P) AAA (sf)
-- Class B at (P) AA (sf)
-- Class C at (P) A (high) (sf)
-- Class D at (P) A (low) (sf)
-- Class E at (P) BBB (sf)
-- Class X1 at (P) BBB (sf)
-- Class X2 at (P) BB (low) (sf)
CREDIT RATING RATIONALE
The transaction represents the issuance of residential
mortgage-backed securities (RMBS) backed by first-lien, buy-to-let
(BTL) mortgage loans granted by Lendco Limited (Lendco) in the UK.
The Issuer is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in the UK. Lendco is a UK specialist property finance
lender that has been offering loans to customers in England and
Wales since 2018. Lendco's BTL business targets professional
portfolio landlords, often real estate companies, or SPVs, which it
acquires through the broker marketplace.
This is Lendco's seventh securitisation with the inaugural
transaction, Atlas Funding 2021-1, closing in January 2021, then
followed by Atlas Funding 2022-1 in May 2022, Atlas Funding 2023-1
in May 2023, Atlas Funding 2024-1 in May 2024, Atlas Funding 2025-1
in April 2025, and Atlas Funding 2025-2 in November 2025.
Liquidity in the transaction is provided by the combination of a
liquidity facility (LF) available from closing and a liquidity
reserve fund (LRF) that will be funded through excess spread. The
LF shall cover senior costs and expenses, senior swap payments, and
interest shortfalls on the Class A notes only, whereas the LRF
shall cover the same items plus interest shortfalls on the Class B
notes. In addition, principal borrowing is also envisaged under the
transaction documentation and can be used to cover senior costs and
expenses as well as interest shortfalls on the most senior
outstanding class of Notes but subject to some conditions for the
Class B to Class E notes.
Interest shortfalls on the Class B to Class E notes, as long as
they are not the most senior class outstanding, shall be deferred
and not be recorded as an event of default until the final maturity
date or such earlier date on which the Notes are fully redeemed.
The transaction also features two fixed-to-floating interest rate
swaps, given the presence of a large portion of fixed-rate loans
(with a compulsory reversion to floating in the future), while the
liabilities shall pay a coupon linked to Sonia.
Regarding note amortisation, the structure initially operates on a
pro rata basis and switches to sequential amortisation upon the
occurrence of a Sequential Payment Trigger Event, linked to
portfolio performance and seasoning thresholds. These triggers are
irreversible; once breached, the structure cannot revert to pro
rata amortisation.
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 portfolio and the ability of
the servicer 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. Morningstar DBRS 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 Loan Notes and the Class A, Class B,
Class C, Class D, Class E, Class X1, and Class X2 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 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 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 documents.
Morningstar DBRS' credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction documents 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.
BRIDGEGATE FUNDING: DBRS Finalizes B(high) Rating on Cl. F Notes
----------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) has finalised its
provisional credit ratings on the residential mortgage-backed notes
issued by Bridgegate Funding PLC (the Issuer) as follows:
-- Class A at AAA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (sf)
-- Class D at BBB (sf)
-- Class E at BB (high) (sf)
-- Class F at B (high) (sf)
Morningstar DBRS does not rate the Class X, Class R, Class Z, Class
S1, Class S2 certificates, and 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. Whilst 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 whilst 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 has deposited 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 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 the 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 cover 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 credit reserve fund
(CRF), which provides liquidity and credit support to the Class A
to Class F notes. The CRF 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.
Notes:
All figures are in British pound sterling unless otherwise noted.
ENQUEST PLC: Moody's Affirms 'B3' CFR, Alters Outlook to Positive
-----------------------------------------------------------------
Moody's Ratings changed EnQuest plc's (EnQuest) outlook to positive
from stable following refinancing announcement. At the same time,
Moody's assigned a Caa1 rating to the proposed $575 million senior
unsecured notes due 2031 and affirmed the company's B3 corporate
family rating and B3-PD probability of default rating.
Proceeds from the proposed issuance will be used to refinance
EnQuest's existing $465 million senior unsecured notes due November
2027 and are intended to be used to partially repay the GBP133
million retail notes due October 2027. Moody's will withdraw the
ratings on the existing senior unsecured notes upon their
repayment.
RATINGS RATIONALE
The change in outlook to positive from stable reflects EnQuest's
strengthened liquidity, strong operational performance and
improving credit metrics. The proposed bond refinancing removes
near-term refinancing risk, extending EnQuest's debt maturity
profile by four years. The transaction is therefore a further
credit positive development after the company refinanced its
reserve based lending facility (RBL) in November 2025, thereby
improving its liquidity position and increasing its financial
flexibility to execute potential acquisitions in the next 12-18
months. In addition, the settlement of the Magnus contingent
consideration in February 2026 for $60 million removed a $433
million liability from the balance sheet (previously included in
Moody's-adjusted debt), eliminating future profit-share cash
outflows and materially reducing leverage.
EnQuest demonstrated strong operational performance in 2025, with
pro forma production of 45.6 thousand barrels of oil per day
(kboepd), above Moody's expectations and company's guidance,
despite a five-week third-party infrastructure outage at Magnus.
The company operates approximately 97% of its 2P reserves,
providing a high degree of control over capital allocation
decisions and operational performance, as evidenced by the early
delivery of the Seligi 1b gas project in Malaysia, which reached
its contracted rate in January 2026, nine months ahead of schedule.
The project ramp-up contributes to the company's growing Southeast
Asian production base, which accounted for approximately 25% of the
group's total output on a pro forma basis in 2025. EnQuest is
targeting around 55% of group volumes from the region by 2030, as
it gradually diversifies away from its historically concentrated UK
Continental Shelf (UKCS) exposure.
The combination of solid performance and the steady decline of
Moody's-adjusted debt over the past few years has decreased E&P
debt per average daily production to ~$25,000/boepd in 2025, down
from ~$35,500/boepd in 2024 and ~$54,000/boepd in 2021. Assuming
flat production and Moody's base-case Brent oil price assumptions
of $75/boe in 2026 and $65/boe in 2027, Moody's sexpect this metric
to remain broadly flat, with Moody's-adjusted Retained Cash Flow to
Gross Debt (RCF/debt) improving sustainably above 25% in the next
12–18 months.
However, EnQuest's B3 CFR continues to be constrained by: (i) the
company's small production scale of around 40-45 kboepd, (ii) still
high concentration within the UKCS - a mature, high-cost region
carrying fiscal and regulatory uncertainties, although Moody's
recognizes management's efforts to diversify into Southeast Asia,
(iii) company's exposure to late-life assets requiring sustained
investment and/or M&A activity to offset natural decline, and (iv)
Moody's expectations of material medium-term capital investments
required to progress the company's Southeast Asian growth projects
into production.
This rating action reflects Moody's baseline expectation of a
contained impact on energy markets despite ongoing oil supply
disruption and limited damage to production or infrastructure.
However, EnQuest remains exposed to a more adverse conflict
scenario through the macro financial conditions transmission
channel.
ESG CONSIDERATIONS
Governance considerations were a key driver of the rating action,
reflecting EnQuest's proactive management of its capital structure.
The company is addressing its debt maturities well ahead of
schedule, while the settlement of the Magnus contingent
consideration has materially simplified the balance sheet and
reduced adjusted leverage.
LIQUIDITY
EnQuest's liquidity is good. The company has access to an $800
million RBL facility maturing December 2031. The facility comprises
a $400 million cash tranche and a $400 million letter of credit
tranche. An uncommitted accordion of up to $800 million provides
the potential to extend each tranche by up to $400 million. At
year-end 2025, the cash tranche was fully undrawn and the company
had approximately $266 million of available cash. Availability
under the RBL remains subject to periodic redetermination and could
be lower in the future. Absent any M&A, Moody's expects the
facility to remain undrawn.
STRUCTURAL CONSIDERATIONS
The Caa1 rating on senior unsecured notes is positioned one notch
below EnQuest's B3 corporate family rating. This reflects the
significant amount of secured liabilities that rank ahead of the
senior notes, including trade payables and modelled RBL drawings.
OUTLOOK
The positive outlook reflects the company's strengthened liquidity
and improving credit metrics following the RBL and bond
refinancing, as well as the settlement of the Magnus contingent
consideration. It also reflects Moody's expectations that the
company will maintain production at or above current levels,
generate sustained positive free cash flow and gradually increase
its geographic diversification. The outlook is calibrated around
Moody's base-case oil price assumptions and the expectation of no
adverse changes to the UK regulatory and fiscal environment. The
outlook could return to stable if EnQuest's production declines
sustainably or the company adopts a more aggressive financial
policy.
A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The ratings could be upgraded over time if EnQuest sustainably
expands its production and reserves and Moody's-adjusted RCF/debt
remains sustainedly above 25%. An upgrade would also require
EnQuest to continue generating positive FCF and maintaining good
liquidity through the cycle.
The positive outlook indicates that a ratings downgrade is unlikely
over the next 12-18 months. However, the ratings could be
downgraded if EnQuest's production sustainedly declines below 40
kboepd or if RCF/debt falls below 15%, the company adopts a more
aggressive financial policy, such as increasing leverage, or if
liquidity weakens.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Independent
Exploration and Production published in February 2026.
The net effect of any adjustments applied to rating factor scores
or scorecard outputs under the primary methodology(ies), if any,
was not material to the ratings addressed in this announcement.
COMPANY PROFILE
EnQuest is a UK-based independent energy company operating in the
UK North Sea and Southeast Asia. The company's strategy focuses on
operating and optimising mid- and late-life production assets. In
2025, the company produced an average of 45.6 kboepd, including the
full annual production from Harbour Energy plc's (Baa2, negative)
Vietnam business acquired earlier that year.
GOHL CAPITAL: Fitch Assigns 'BB+' Rating to Jr. Subordinated Notes
------------------------------------------------------------------
Fitch Ratings has assigned GOHL Capital Holdings Limited's proposed
perpetual securities a rating of 'BB+'. GOHL Capital Holdings
Limited is a funding vehicle that is wholly owned by Genting
Overseas Holdings Limited (GOHL, BBB/Negative).
The proposed securities, to be issued in two tranches, are fully
guaranteed by GOHL and constitute its direct, unsecured and
subordinated obligations. They are rated two notches below GOHL's
Long-Term Issuer Default Rating (IDR), reflecting higher loss
severity than senior obligations. Fitch expects to assign 50%
equity credit for the securities to both the issuer and its
ultimate parent Genting Berhad (GENT, BBB/Negative) under its
methodology, which reflects their deep subordination, optional
coupon deferral and limited events of default, while deferred
interest remains cumulative. The proposed securities will rank pari
passu to GENT's subordinated debt.
GENT will enter into a keepwell deed with the issuer (GOHL Capital
Holdings) and guarantor (GOHL). The keepwell deed does not
constitute a guarantee by GENT of the obligations of the issuer
under the securities or the guarantor under the guarantee.
Key Rating Drivers
Permanence in Capital Structure: Fitch assesses that the securities
would have permanence in both GOHL's and GENT's capital structure.
GOHL has an option to redeem the notes on any date from the first
call date to the first reset date (which will be over five years
after the issue date). The first call and coupon step-up date are
not treated as effective maturity dates under Fitch's criteria due
to the cumulative amount of the step-ups being lower or equal to
1%.
The documentation includes non-binding, intention-based replacement
language that supports its assessment of the hybrid instruments as
permanent.
Long-Dated Effective Maturity: For the first tranche, Fitch expects
to apply 50% equity credit for the securities to the issuer and
GENT until 2046, five years before the effective maturity date in
2051. The initial coupon step-up of 25bp will occur five years
after the first reset date and an additional step-up of 75bp in
year 25. Equity credit drops to zero after 2046.
For the second tranche, Fitch expects to apply 50% equity credit
for the securities to the issuer and GENT until 2051, five years
before the effective maturity date in 2056. The first 25bp coupon
step-up will be in year 10 with a 75bp step-up in year 30. Equity
credit drops to zero after 2051.
Sufficient Dividend Coverage: Fitch estimates GOHL will receive
sufficient dividends from Genting Singapore (GENS) to cover the
interest expense on its perpetual securities by around 1.4x. Fitch
forecasts GENS to pay yearly dividends of SGD250 million to GOHL to
service the perpetual securities' coupon.
Benefit to GENT's Credit Profile: Coupons can be deferred even if a
dividend has been paid or shares are bought back. However,
restrictions will apply on GENT's dividends and distributions, if
the issuer defers an outstanding hybrid coupon. Accordingly, the
equity credit will also apply to GENT, and Fitch expects this to
lower GENT's EBITDA net leverage ratio towards 4.8x for 2026
(compared to 5.5x with no equity credit).
Negative Outlook on GENT: GENT's leverage is currently high for its
rating and the Negative Outlook reflects the risk that it may be
unable to deleverage to a level consistent with its rating. Fitch
expects GENT's EBITDA net leverage to peak at around 5.5x in 2025
on large capex plans and investments, including the acquisition of
an additional stake in Genting Malaysia Berhad (GENM,
BBB/Negative). The ratio should then fall to around 3.5x by 2028.
2Q26 in Focus: Although the proposed hybrid improves credit
metrics, incremental earnings and demonstrated commitment to
deleveraging are key for GENT to maintain its rating. 2Q26 is
especially important, as the economic impact of the Iran war will
become clearer and Genting New York LLC (GENNY, BBB-/Negative) will
have rolled out its new gaming tables and its outperformance,
relative to its forecasts, could mitigate the forecast rise in
leverage. With a mostly domestic customer base, GENNY will be
somewhat insulated from air travel woes.
Additional EBITDA at GENNY: Fitch estimates GENNY to generate
EBITDA of around USD215 million in 2026 as the casino ramps up. Its
forecast assumes that by 2028, EBITDA from GENNY will reach around
USD460 million based on the tax regime in GENNY's proposal. The
casino has first-mover advantage in New York and benefits from a
dense population and high income flows. GENNY has achieved stable
operations, unlike the group's other US assets.
Risks to Deleveraging, Earnings: However, delays in ramp-up by
GENNY or its inability to convert its asset into a high-margin
casino, together with slower recovery at GENT's other gaming
operations, are risks to its forecast deleveraging path.
Macroeconomic uncertainties, including potential second-order
impact from a prolonged Iran conflict, which may affect tourism
arrivals and consumer sentiment, could also affect operations and
profitability.
Elevated Capex for New York Asset: Capex at GENNY is likely to
average around USD800 million a year over the medium term,
following award of the licence. GENNY has pledged total investment
of USD5.5 billion to expand the Resorts World New York City casino
(RWNYC), of which USD1.1 billion has been spent. The remaining
USD4.4 billion (which includes licence fees of USD500 million and
USD350 million on renovation of existing facilities to be incurred
in 2026), will be phased over five years.
Peer Analysis
GENT has historically maintained an investment-grade credit profile
due to high-quality assets in attractive regulatory regimes,
underpinned by its monopoly in the mature Malaysian gaming market,
a geographically diversified asset portfolio and cash flow from
non-gaming businesses. However, more recently, the company has been
pursuing aggressive growth with investments. This spending has
pressured its financial profile and limited the rating headroom.
Although Fitch expects its leverage to improve, there are risks to
the deleveraging path.
GENT is rated at the same level as Las Vegas Sands Corp (LVS,
BBB/Stable). LVS has maintained an investment-grade credit profile
due to high-quality assets in attractive regulatory regimes, a
strong financial profile, and a commitment to a conservative
financial policy. In the long term, Fitch expects LVS to manage its
credit profile consistently, as the rapidly improving operating
environment in Macao leads to stronger consolidated financial
metrics.
GENT may also be compared with Seminole Tribe of Florida
(BBB/Stable), whose rating benefits from diversification across six
assets on its reservation land in Florida, gaming exclusivity in
the market and a conservative balance sheet
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- If GENNY's EBITDA ramp-up is delayed or lower than its
expectation such that EBITDA net leverage remains above 3.5x.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The Outlook may be revised to Stable if GENNY's EBITDA ramp-up
from 2H26 leads to EBITDA net leverage below 3.5x.
Liquidity and Debt Structure
GENT had consolidated cash and cash equivalents of around MYR19
billion as of end-2025, against consolidated debt maturities of
around MYR12 billion over 2026-2028. Fitch forecasts negative free
cash flow averaging MYR3.3 billion a year for the group over
2026-2028 due to high capex.
GOHL had SGD380 million of cash at end-December 2025, which was
sufficient to cover its short-term debt of SGD259 million.
Fitch’s Key Rating-Case Assumptions
- Consolidated annual revenue CAGR of 7.3% over 2026-2028 (2025:
0%)
- Average annual EBITDA margin of 29% over 2026-2028 (2025: 25%)
- Average annual capex of MYR9.6 billion over 2026-2028
- Average annual dividend outflow of around MYR270 million over
2026-2028
Issuer Profile
GENT is a Malaysia-based conglomerate with interests in gaming,
leisure and hospitality, palm oil, power, and oil and gas spread
across several countries. It owns and operates large integrated
resorts under the Resorts World brand in Malaysia, Singapore and
Las Vegas. GENT reported consolidated revenue of around USD6.8
billion in 2025.
GOHL holds GENT's 52.6% interest in Genting Singapore Limited,
which owns and operates Resorts World Sentosa, one of only two
licensed casinos in Singapore, while RWLV owns and operates a USD4
billion integrated resort on the Las Vegas strip.
MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS
Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.
ESG Considerations
GENT has an ESG Relevance Score of '4' for Management Strategy.
This reflects its investments in Empire Resorts Inc. (Empire,
B-/Rating Watch Negative), whose Standalone Credit Profile has
weakened, despite GENM's increased stake and management
involvement. Empire's recent capital restructuring has been
positive but has not changed its assessment. Empire's weakened SCP
has a negative impact on GENT's credit profile and is relevant to
the ratings in conjunction with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Public Ratings with Credit Linkage to other ratings
Fitch equalizes the ratings on GOHL with that of the parent, GENT.
Entity/Debt Rating
----------- ------
GOHL Capital
Holdings Limited
junior subordinated LT BB+ New Rating
LONDON CARDS 1: DBRS Hikes Rating on Class F Notes to B(low)
------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) took credit rating actions
on the following classes of notes issued by London Cards No. 1 plc
and London Cards No. 2 plc (the Issuers):
London Cards No. 1 plc
-- Class A Loan Note confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes upgraded to BBB (sf) from BBB (low) (sf)
-- Class E Notes upgraded to BB (high) (sf) from B (high) (sf)
-- Class F Notes upgraded to B (low) (sf) from CCC (sf)
London Cards No. 2 plc
-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (low) (sf)
-- Class D Notes confirmed at BBB (low) (sf)
-- Class E Notes upgraded to BB (sf) from BB (low) (sf)
-- Class F Notes upgraded to B (sf) from CCC (sf)
-- Class X Notes upgraded to A (high) (sf) from BB (high) (sf)
Morningstar DBRS did not rate the Class G Notes or the Class Z VFN
also issued in the transactions. The Class A, Class B, Class C,
Class D, Class E, Class F and Class G Notes are collectively
referred to as the Collateralised Notes.
The upgrades of London Cards No. 1 plc Class D, Class E and Class F
Notes are mostly driven by the full repayment of the Class X Notes,
which rank senior to the Class G loss make¿up. As a result, more
funds are available to clear the Class G and Class Z PDLs and
support the more senior classes of notes. The upgrades of London
Cards No. 2 plc Class E and Class F Notes are also driven by the
substantial repayment of the Class X Notes, which leaves morel
available funds to clear the Class Z PDL. The upgrade of London
Cards No. 2 plc Class X Notes reflects the two remaining scheduled
repayments and substantial certainty of full repayment.
The Collateralised Notes of each transaction are backed by a
respective portfolio of credit card receivables granted by New Wave
Capital Limited trading as Capital on Tap (the originator) to small
and medium-size enterprises (SMEs) domiciled in the United Kingdom
of Great Britain and Northern Ireland (UK). The originator is also
the servicer with Lenvi Servicing Limited (Lenvi) in place as the
back-up servicer.
CREDIT RATING RATIONALE
Morningstar DBRS based the credit rating actions on a review of the
following analytical considerations:
-- The transactions' capital structure, including form and
sufficiency of available credit enhancement to withstand stressed
cash flow assumptions and repay the issuers' financial obligations
according to the terms under which the notes are issued
-- The credit quality and the characteristics of the collateral,
its historical performance and Morningstar DBRS' expectation of
charge-offs, monthly principal payment rate (MPPR) and yield rates
under various stress scenarios.
-- The originator's capabilities with respect to originations,
underwriting and servicing and Lenvi's capacity with respect to
servicing
-- The transaction parties' financial strength regarding their
respective roles
-- Morningstar DBRS' long-term sovereign rating on the UK, which is
currently AA with a Stable trend
-- The consistency of the transactions' legal structure with the
Legal and Derivative Criteria for European and Asia-Pacific
Structured Finance Transactions methodology
TRANSACTION STRUCTURE
Each transaction is the only note series of the respective Issuer,
as there are covenants and restrictions within each Issuer limiting
further financial indebtedness such as any future issuance.
Both transactions have a scheduled 36-month initial revolving
period with 2 and 12 months remaining for London Cards No. 1 plc
and London Cards No. 2 plc, respectively. During the revolving
period, additional receivables may be purchased and transferred to
the securitised pool, provided that the eligibility criteria set
out in the transaction documents are satisfied. The revolving
period may end earlier than scheduled if certain events occur, such
as the breach of a performance trigger or servicer termination. The
servicer may extend the scheduled revolving period by up to 12
months. If the Collateralised Notes are not fully redeemed at the
end of the extended scheduled revolving period, the transaction
will enter into an amortisation period where the Collateralised
Notes will be redeemed sequentially.
Both transactions also include a liquidity reserve that is
currently maintained at the respective target amount of 2% and 1%
of the outstanding principal balances of the Collateralised Notes
for London Cards No. 1 plc and London Cards No. 2 plc. The reserves
are replenished in the transaction's interest waterfalls and are
available to cover the shortfalls in senior expenses, interest
payments on the Class A, Class B and Class C Notes, and Class A and
Class B loss make-up. The reserves would amortise to the target
amount without a floor during the amortisation period.
As the rated notes carry floating-rate coupons based on the daily
compounded Sterling Overnight Index Average (Sonia), there is an
interest rate mismatch between the collateral with fixed annual
percentage rates (APRs) and the Sonia-based floating-rate notes.
The mismatch is to a certain degree mitigated by excess spread and
COT's ability to change the credit card APRs..
COUNTERPARTY
Barclays Bank PLC (Barclays) is the account bank for both
transactions. Based on Morningstar DBRS Long-Term Issuer Rating of
'A' on Barclays and the downgrade provisions outlined in the
transaction documentation, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be commensurate
with the credit ratings of the notes.
PORTFOLIO ASSUMPTIONS
The most recent March 2026 investor reports continue to show total
payment rates (63.3% and 116.7% for London Cards No. 1 plc and
London Cards No. 2 plc, respectively) higher than the historical
levels before the strategic pivot to more transactors starting in
early 2020. After considering historical data and trends,
Morningstar DBRS maintained the expected portfolio MPPR at 28% for
both transactions.
Portfolio yield includes interest income, fees and interchange. Due
to the corporate nature of the borrowers, there is no regulatory
constraint of the maximum permissible rate or interchange on the
cards and the card APRs vary substantially based on the perceived
credit risk by the originator. The yields have been relatively
stable between 40% and 50% for both Issuers. After considering the
trends, Morningstar DBRS also maintained the expected portfolio
yield at 35.5% for both transactions.
Both transactions have experienced some volatility in charge-offs
between August 2025 and January 2026. The charge-off rate of London
Cards No. 1 plc was approximately 6.7% as of March 2026 and was
approximately 7.1% for London Cards No. 2 plc.. Based on the
historical trends, Morningstar DBRS continued to maintain the
expected portfolio charge-off rate at 14.5% for both transactions.
Morningstar DBRS also maintained the asset performance stress over
a longer period for below investment grade levels.
FINANCIAL OBLIGATIONS
Morningstar DBRS' credit ratings on the applicable classes address
the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
Where applicable, a description of these financial obligations can
be found in the transactions' respective press releases at
issuance.
Morningstar DBRS' credit ratings on the notes also address the
credit risk associated with the increased rate of interest
applicable to the notes if the notes are not redeemed on the
Optional Redemption Date as defined in and in accordance with the
applicable transaction documents.
Morningstar DBRS' credit ratings do not address non-payment 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.
PAVILLION 2026-1: Fitch Assigns 'B+sf' Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Pavillion Mortgages 2026-1 PLC final
ratings, as detailed below.
Entity/Debt Rating Prior
----------- ------ -----
Pavillion Mortgages
2026-1 PLC
A1 XS3279727310 LT AAAsf New Rating AAA(EXP)sf
A2 XS3279727401 LT AAAsf New Rating AAA(EXP)sf
B XS3279727583 LT AAsf New Rating AA(EXP)sf
C XS3279727666 LT Asf New Rating A(EXP)sf
D XS3279727740 LT BBBsf New Rating BBB(EXP)sf
E XS3279727823 LT BBsf New Rating BB(EXP)sf
F XS3279728128 LT B+sf New Rating B+(EXP)sf
G XS3279728474 LT NRsf New Rating NR(EXP)sf
VRR XS3279728714 LT NRsf New Rating
Z XS3279728557 LT NRsf New Rating NR(EXP)sf
Transaction Summary
Pavillion Mortgages 2026-1 PLC is a securitisation of over GBP1
billion of UK prime owner-occupied (OO) and buy-to-let (BTL)
mortgages originated by Barclays Bank UK PLC (BBUK) in the UK
between 2013 and 2025. BBUK will remain the legal title holder and
servicer of the assets.
KEY RATING DRIVERS
High Arrears Portfolio: The pool consists of OO and BTL mortgages
originated by BBUK since 2013 with a weighted average (WA)
seasoning of 46 months. Despite the prime nature of the loans, some
adverse components are present, including county court judgments
(CCJs) (1.2%) and restructurings (4.2%), and the pool contains a
high level of arrears. Loans with more than three payments in
arrears represent 10.8% of the pool. Nevertheless, Fitch Ratings
applies its prime assumptions and a transaction adjustment of
1.0x.
Fitch assumes loans with more than nine monthly payments in arrears
are defaulted for modelling purposes. This assumption, which
differs from the 12-month threshold specified in its criteria,
reflects the risk of loans rolling into later-stage arrears because
of the higher-than-usual arrears in the pool. The approach
addresses yield compression risk from prolonged non-payment without
repossession. Fitch has classified 5.7% of the pool as defaulted,
with only principal recovery expected.
Ratings Below Model-Implied Levels: The ratings of the class E and
F notes have been constrained to one notch below their respective
model-implied ratings. This reflects limited headroom at their
model-implied ratings and the potential for deterioration in the
performance of the collateral pool due to negative selection. It
considers future loan reversions and persistent cost-of-living
challenges in the UK, stretching borrower affordability and leading
to more and longer forbearance. It also factors in the increasing
trend in arrears and a possible rise in weighted average
foreclosure frequency (WAFF).
Fixed Interest Rate Hedging Schedule: At closing, 48.4% of the
loans will pay a fixed rate of interest (reverting to a floating
rate), while the notes will pay a SONIA-linked floating rate. At
close, the issuer entered into a swap to mitigate the interest rate
risk arising from the fixed-rate mortgages in the pool. The swap
features a defined notional balance that could lead to over-hedging
in the structure due to defaults or prepayments. This could reduce
available revenue funds in decreasing interest rate scenarios.
Product Switches, Residual Rate Risk: Borrowers may request from
BBUK a further advance and/or a product switch. Product switches
granted for loans with less than two payments in arrears and
further advances in all cases will be repurchased from the pool by
the seller. BBUK can also, for forbearance reasons, offer
short-term fixed rate products to borrowers in arrears, allowing
them to remain in the pool.
To mitigate the risk of a material portion of unhedged fixed rate
loans in the pool, the issuer will enter into additional hedging
when the portion of fixed-rate loans exceeds the existing swap
notional balance by 5% of the outstanding current balance of all
loans. Fitch incorporated exposure to unhedged product-switches up
to the limit allowed under the transaction documents in its
analysis
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce credit enhancement available to the
notes. In addition, unexpected declines in recoveries could result
in lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries.
Fitch conducts sensitivity analyses by stressing a transaction's
base-case foreclosure frequency and recovery rate assumptions.
Fitch found that a 15% increase in the WAFF and a 15% decrease in
the WARR indicated model-implied downgrades of one notch for the
class A1/A2 notes, and three notches for class B, C, D, E and F
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable-to-improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potential upgrades. Fitch tested an additional rating sensitivity
scenario by applying a decrease in the WAFF of 15% and an increase
in the WARR of 15%.
This leads to upgrades of one notch for the class C note, two
notches for the class B note, three notches for the class D note,
four notches for the class E note, and five notches for the class F
note. The class A1/A2 notes are at the highest achievable rating on
Fitch's scale and cannot be upgraded.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information and concluded that there were no
findings that affected the rating analysis.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
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.
PAVILLION MORTGAGES 2026-1: DBRS Finalizes BB Rating on F Notes
---------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) finalised its provisional
credit ratings on the residential mortgage-backed notes issued by
Pavillion Mortgages 2026-1 PLC (the Issuer) as follows:
-- Class A1 at AAA (sf)
-- Class A2 at AAA (sf)
-- Class B at AA (sf)
-- Class C at A (sf)
-- Class D at BBB (sf)
-- Class E at BB (high) (sf)
-- Class F at BB (sf)
The credit ratings assigned to the Class A1 and Class A2 notes
(together, the Class A notes) address the timely payment of
interest and the ultimate repayment of principal by the legal final
maturity date. The credit ratings assigned to the Class B, Class C,
Class D, Class E, and Class F notes address the timely payment of
interest once it is the most senior class and the ultimate
repayment of principal by the legal final maturity date.
Morningstar DBRS does not rate the Class G and Class Z notes, nor
the Class S and Class Y certificates also issued in this
transaction.
CREDIT RATING RATIONALE
The Issuer is a bankruptcy-remote special-purpose vehicle (SPV)
incorporated in the UK. The collateralised notes are backed by
first-lien owner-occupied (57.5%) and buy-to-let (42.3%)
residential mortgage loans originated by Barclays Bank UK PLC
(BBUK).
The transaction features a Liquidity Reserve Fund (LRF), which
provides liquidity support to the Class A and Class B notes, and
the Class S Certificate in the priority of payments. The initial
balance of the LRF is 0.5% of (100/95) of the Class A and Class B
notes' outstanding balance at closing; on each IPD the target level
of the LRF will be 0.5% of (100/95) of the outstanding balance of
the Class A and Class B notes as at the end of the collection
period until the Class B notes have redeemed.
The transaction also features a General Reserve Fund (GRF), which
provides liquidity support for the rated notes. The target balance
of the GRF is equal to 0.50% of the portfolio outstanding balance
at closing minus the LRF target balance. In other words, the
general reserve was initially funded to its initial balance of GBP
506 thousand and its target balance will then increase as the LRF
amortises.
Morningstar DBRS calculated the credit enhancement for the Class A
notes at 16.25%, which is provided by the subordination of the
Class B to Class G notes. Credit enhancement for the Class B notes
will be 10.00%, provided by the subordination of the Class C to
Class G notes. Credit enhancement for the Class C notes will be
6.50%, provided by the subordination of the Class D to Class G
notes. Credit enhancement for the Class D notes will be 3.25%,
provided by the subordination of the Class E to Class G notes.
Credit enhancement for the Class E notes will be 1.00%, provided by
the subordination of the Class F to Class G notes. Credit
enhancement for the Class F notes will be 0.25%, provided by the
subordination of the Class G notes.
As of 31 December 2025, the mortgage portfolio consisted of 4,805
loans with an aggregate principal balance of GBP 1.01 billion. More
than half of the loans in the pool (60% of the initial collateral
balance) were originated between 2022 and 2025, with the rest
having been granted from 2013 to 2021. Most mortgage loans in the
asset portfolio were granted to employed borrowers (80.8%) and
self-employed borrowers (15.6%), and are all secured by a
first-ranking mortgage right.
The portfolio contains 48% fixed-rate loans with a fixed-rate
period. Once their fixed-rate period is over, the loans will switch
to a floating rate of interest. As of the cut-off date, 71% of the
mortgage loans were reported as performing, 18% were reported as
delinquent with arrears up to three months, and 11% delinquent with
arrears above three months.
BBUK originated and services the mortgages. CSC Capital Markets UK
Limited is the backup servicer facilitator in the transaction.
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 consistency of the transaction's legal structure with
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions" and the presence of
legal opinions that 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.
Notes:
All figures are in British pound sterling unless otherwise noted.
PEAK JERSEY: S&P Upgrades ICR to 'B-' Following Refinancing
-----------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Peak Jersey
Holdco to 'B-' from 'CCC' and assigned its 'B-' issue rating to the
$475 million senior secured term loan due 2030 issued by Peak UK
Bidco Ltd. and Stats Intermediate Holdings LLC.
At the same time, S&P withdrew its issue ratings on the £50
million revolving credit facility (RCF) and $500 million term loan,
which the group has repaid.
S&P said, "The negative outlook reflects execution risk associated
with Stats Perform's growth strategy and indicates that we could
lower the rating if we see a deviation from our base-case scenario,
with free operating cash flow (FOCF) remaining negative for longer,
leading to depleted liquidity or to us viewing the capital
structure as unsustainable."
Stats Perform extended its debt maturities, addressing imminent
refinancing risk. The new capital structure comprises a $75 million
RCF, and $475 million term loan due in 2030 issued by Peak UK Bidco
Ltd. and Stats Intermediate Holdings LLC with a floating interest
rate set at the Secured Overnight Financing Rate (SOFR) plus 7%. As
part of the refinancing transaction, the group received equity
contribution through the issuance of $275 million in preferred
shares by Peak Jersey Topco Ltd. (Peak Jersey Holdco Ltd.'s
immediate parent). Proceeds fully repaid debt, including a $62
million RCF due May 2026, a $471 million term loan due July 2026,
and a $140 million second-lien term loan due July 2027. S&P views
the new capital structure as more sustainable, extending the
company's maturity profile and addressing immediate refinancing
risk, while bolstering liquidity with $47 million in retained cash
and an undrawn RCF. Furthermore, anticipated cash interest savings
will ease pressure on FOCF from 2026 onward. The capital structure
reflects risks associated with foreign exchange movement resulting
in potential volatility in leverage due to the group's exposure to
U.S. dollar-denominated debt and currency imbalances between
revenue and costs that could create EBITDA fluctuations.
Stats Perform's new contracts gains should support growing EBITDA
margin to 13.7% in 2027 from 11.2% in 2026. In January 2026, FIFA
appointed the group as its official worldwide distributor of
betting and live-streaming rights under a multiyear agreement
through 2029. This deal grants Stats Perform exclusive rights to
collect and distribute official betting data and live video streams
from several FIFA competitions to licensed sports betting operators
globally. Key tournaments include the FIFA World Cup 2026, FIFA
Women's World Cup 2027, the FIFA Futsal World Cup, the youth World
Cups, and the FIFA Intercontinental Cup. Elevated sport rights
costs will reduce EBITDA margins in 2026, before improving in 2027
due to scale effects from the new contracts. Accordingly, S&P
expects S&P Global Ratings-adjusted EBITDA (including capitalized
development costs) of $60 million in 2026, down from its
expectation of $67 million in 2025, then increasing to about $75
million in 2027 as rights-related costs normalize.
Execution risks to the growth strategy could delay the trajectory
toward positive FOCF. S&P said, "We expect FOCF after leases of
about negative $50 million in 2026, eroded by a working capital
outflow of about $30 million related to growth initiatives, as well
as a portion of cash interest expense related to the previous
capital structure, while we expect capex (including capital
development costs) to be stable at $28 million-$30 million per
year. From 2027, we see a normalization of interest expense at
about $50 million per year given the new capital structure's
full-year impact and a more stable working capital development
(absent any new large contracts, which we do not include in our
base-case scenario)." This should lead to improvement in FOCF after
leases to a $7 million outflow in 2027, then turning positive from
2028.
S&P said, "We project S&P Global Ratings-adjusted debt to EBITDA of
13x in 2026 (7.8x excluding preferred equity) and 10.8x (6.1x) in
2027 as the group's EBITDA continues to expand. This will be
supported by the FIFA contract as well as AI-related products,
payments, and the ultra-low latency platform. Our adjusted debt
calculation includes the $475 million term loan and $275 million of
preferred equity, which we view as debt-like according to our
methodology. In line with our criteria, considering the group's
ownership by a financial sponsor entity, we do not net the cash
from our adjusted debt calculation.
"The negative outlook reflects a limited track record of positive
FOCF after leases and execution risk associated with the group
displaying a structural improvement of its cash flow profile while
delivering on its growth strategy.
"We could lower the rating if we see a deviation from our base-case
scenario, with FOCF remaining materially negative for longer and
leading to depleted liquidity, or if increased leverage leads us to
assess the capital structure as unsustainable.
"We could revise the outlook to stable if the group executes its
growth strategy and performs at least in line with our base-case
scenario, demonstrating a path to positive FOCF after leases,
sustained leverage reduction (excluding preference shares), and
sustainably adequate liquidity."
SATUS 2026-1: DBRS Gives (P)BB(high) Rating to Class E Notes
------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) assigned provisional credit
ratings to the following classes of notes (the Rated Notes) to be
issued by Satus 2026-1 plc (the Issuer):
-- Class A Notes at (P) AAA (sf)
-- Class B Notes at (P) AA (sf)
-- Class C Notes at (P) A (low) (sf)
-- Class D Notes at (P) BBB (sf)
-- Class E Notes at (P) BB (high) (sf)
The transaction is a securitisation of a portfolio of hire purchase
(HP) and personal contract purchase (PCP) loans granted by
Startline Motor Finance Limited (Startline) to borrowers residing
England, Scotland and Wales. Startline will also act as the initial
servicer for the transaction. Startline is a noncaptive lender
offering, inter alia, HP and PCP auto loans to near-prime
customers. The initial pool of receivables comprises HP (86.6%) and
PCP (13.4%). All loans are granted to individual customers, and all
the receivables are represented by used vehicles. All PCP contracts
feature a guaranteed future value (GFV). The GFV affords the
borrower the option, but not the obligation, to turn in the
purchased vehicle at contract maturity as an alternative to
repaying or refinancing the final balloon payment. The inclusion of
GFVs introduces residual value (RV) risk to the transaction.
Morningstar DBRS did not assign provisional credit ratings to the
Class Z Notes or the Residual Certificates also expected to be
issued in this transaction.
CREDIT RATING RATIONALE
Morningstar DBRS based its provisional credit ratings on the
following analytical considerations:
-- The transaction's structure, including the form and sufficiency
of the available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are expected to be
issued;
-- The credit quality of Startline's provisional portfolio, the
characteristics of the collateral, its historical performance, and
Morningstar DBRS-projected behaviour under various stress
scenarios;
-- Startline's capabilities with respect to originations,
underwriting, and servicing, and its position in the market and
financial strength;
-- The operational risk review of Startline, which Morningstar DBRS
deems to be an acceptable servicer;
-- The transaction parties' financial strength with regard to their
respective roles;
-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European and
Asia-Pacific Structured Finance Transactions"; and
-- Morningstar DBRS' sovereign credit rating on the United Kingdom
of Great Britain and Northern Ireland, currently at AA with a
Stable trend.
TRANSACTION STRUCTURE
The transaction incorporates separate interest and principal
waterfalls that allow for the fully sequential payment of both
interest and principal on the Rated Notes. Available interest
collections are available to cover principal deficiencies in
relation to each of the Rated Notes after interest has been paid in
relation to the same class of Rated Notes.
The transaction benefits from a senior and a junior liquidity
reserve fund. As of the closing date, only the senior liquidity
reserve fund is funded, whereas the junior liquidity reserve fund
is funded upon the full redemption of the Class B Notes. The senior
liquidity reserve fund is designed to provide liquidity coverage
for senior fees and expenses and interest on the Class A Notes and
Class B Notes (for the latter, with conditions). Once the Class B
Notes are repaid, the senior liquidity reserve fund will provide
liquidity coverage to the Class C Notes. The junior liquidity
reserve fund, funded from the proceeds of the excess senior
liquidity reserve fund upon the redemption of the Class B Notes, is
designed to provide liquidity support to senior costs and expenses,
and the Class D Notes and Class E Notes (for the latter, with
conditions). The reserves provide limited ultimate credit
enhancement to the transaction as excess amounts are released as
available interest collections and may be available to cover
principal deficiency ledgers.
All underlying contracts are fixed rate while the Rated Notes are
floating rate. Interest rate risk is mitigated through an interest
rate swap.
COUNTERPARTIES
U.S. Bank Europe DAC, UK Branch (U.S. Bank) is expected to be
appointed as the Issuer's account bank for the transaction.
Morningstar DBRS privately rates U.S. Bank and has concluded that
it meets the minimum criteria to act in this capacity. The
transaction documents are expected to contain downgrade provisions
relating to the account bank consistent with Morningstar DBRS'
legal criteria. The Issuer's accounts include the distribution,
liquidity reserve, and swap collateral accounts.
J.P. Morgan SE (JPMSE) is expected to be appointed as the swap
counterparty for the transaction. Morningstar DBRS privately rates
JPMSE and has concluded that it meets the minimum criteria to act
in this capacity. The hedging documents are expected to contain
downgrade provisions relating to the swap counterparty consistent
with Morningstar DBRS' derivatives criteria.
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 amount and the related principal amount outstanding.
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.
UK LOGISTICS 2025-1: DBRS Cuts Rating on Cl. F Debt to BB(low)
--------------------------------------------------------------
DBRS Ratings Limited (Morningstar DBRS) took the following credit
rating actions on the bonds issued by UK Logistics 2025-1 DAC (the
Issuer):
-- Class A confirmed at AAA (sf)
-- Class B confirmed at AA (sf)
-- Class C confirmed at A (low) (sf)
-- Class D confirmed at BBB (low) (sf)
-- Class E downgraded to BB (sf) from BB (high) (sf)
-- Class F downgraded to BB (low) (sf) from BB (sf)
All trends are Stable.
The credit ratings address the timely payment of interest and
ultimate payment of principal on or before the legal final maturity
date.
CREDIT RATING RATIONALE
The transaction is a securitisation of three floating-rate senior
commercial real estate loans originated by Citibank N.A., London
Branch (Citibank). Following the disposal of 20 standard logistics
assets from the collateral pool of the Fawr loan, as at the
February 2026 interest payment date (IPD), Morningstar DBRS
observed worsening performances in the underlying facility's
collateral over the past 12 months linked to the new portfolio
composition of the Fawr facility. After the disposal of all the
traditional and well-established warehouses, the portfolio
currently presents six alternative internal outdoor storage (IOS)
assets, which Morningstar DBRS generally considers to be a
collateral of lower quality. Furthermore, the Fawr loan has been in
breach of the debt yield (DY) cash trap covenant over the past two
quarters. The other two loans securing the transaction, the Nevis
and the Pike loan, have been performing in line with the provisions
of the facility agreements and have reported stable performance
over the past 12 months, with no breaches of cash trap covenant
thresholds reported to date.
The Fawr Loan
As at the February 2026 IPD, the portfolio leverage decreased as
the Fawr loan balance decreased to GBP 63.0 million from GBP 300.0
million at issuance because the disposal proceeds from the sale of
20 properties over the past 12 months partially prepaid the loan.
The loan proceeds were applied to the notes on a pro rata basis.
As at the February 2026 IPD, the collateral securing the Fawr loan
comprised six IOS assets across London, the Midlands, and the
Northwest. Based on the valuations prepared for the properties by
Jones Lang LaSalle Limited (JLL) on 6 January 2025, the valuer
concluded an aggregate collateral market value (MV) of GBP 130.1
million, or a portfolio valuation of GBP 143.3 million (including a
portfolio premium of 5%). The loan-to-value (LTV) ratios based on
the values were 48.4% and 43.9% (including a portfolio premium of
5%), respectively. Of the portfolio value, 79% is in London, 15% is
in the Northwest, and the remaining 6% is in the Midlands.
As at the February 2026 IPD, the portfolio occupancy rate was
85.3%, up from 82.5% at issuance. As at the February 2026 IPD, the
in-place gross rent decreased to GBP 5.0 million from GBP 22.4
million at origination. The annual rental income of the portfolio
decreased to GBP 4.2 million from GBP 21.0 million at issuance,
which reflects a DY of 5.50% compared with 7.0% at issuance. Hence,
the DY covenant is below the cash trap threshold of 6.0% as a
result of the reduction in the rental income. Morningstar DBRS
expects the breach to be temporary, caused by the upcoming new
leases.
As the February 2026 IPD, the Fawr portfolio's weighted-average
lease term to break (WALTB) and to expiry (WALTE) were 3.9 years
and 6.8 years, respectively, compared with the WALTB and WALTE of
3.7 years and 5.5 years at issuance, respectively. In aggregate,
the portfolio tenant base is very concentrated with the top 10
tenants accounting for 89.9% of the rental income and the top
tenant accounting for more than 18.5% of the total Fawr portfolio
rent.
Morningstar DBRS reperformed the underwriting analysis, with an
updated Morningstar net cash flow (NCF) at GBP 4.2 million, which
is in line with the Issuer's NCF and an updated Morningstar DBRS
Value at GBP 62.9 million, based on the capitalisation (cap) rate
assumption of 6.75% (up from the 6.65% cap rate at issuance). The
Morningstar DBRS Value represents a haircut of 51.7% to the most
recent portfolio appraised value from JLL.
The Fawr loan is interest only (IO) and carries a floating rate,
which references the Sterling Overnight Index Average (Sonia)
floored at 0% plus a loan margin of 2.562% per annum (p.a.). The
Fawr loan is 95% hedged with a strike rate of 4.0% provided by Bank
of America (BofA). The hedging agreement terminates in May 2027
after which the borrower is required to purchase either a Sonia cap
or a swap agreement until the final repayment date.
The Fawr loan has a term of five years, with a loan maturity date
in May 2030. There are no extension options.
The Nevis Loan
As at the February 2026 IPD, the Nevis loan balance was GBP 360.0
million, the same level as at issuance.
As at the February 2026 IPD, the collateral securing the Nevis loan
comprised 59 logistics assets in the UK, unchanged since issuance.
Based on the valuations prepared by JLL, the valuer concluded an
aggregate collateral MV of GBP 515.0 million, or a portfolio
valuation of GBP 567.3 million (including a 5% portfolio premium).
The LTV ratios based on the values were 69.9% and 63.5% (including
a 5% portfolio premium), respectively. Of the portfolio value, 45%
is concentrated in London and the Southeast.
As at the February 2026 IPD, the portfolio occupancy rate was
89.5%, up from 88.4% at issuance. As at the February 2026 IPD, the
in-place gross rent of the Nevis loan increased to GBP 29.9
million, up from GBP 27.0 million at origination. The annual rental
income of the portfolio increased to GBP 27.8 million, up from GBP
25.2 million at issuance, which reflects a DY of 7.70% (up from
7.0% at issuance).
At the February 2026 IPD, the Nevis portfolio's WALTB and WALTE
were 3.1 years and 4.9 years, respectively, compared with the WALTB
and WALTE of 3.3 years and 5.2 years at issuance, respectively. In
aggregate, the portfolio tenant base is very granular with the top
10 tenants accounting for 21.7% of the rental income and the top
tenant accounting for only 3.8% of the total Nevis portfolio rent.
Morningstar DBRS reperformed the underwriting analysis, with an
updated Morningstar NCF at GBP 24.7 million, equivalent to a 11.4%
haircut from the Issuer's in-place NCF, and an updated Morningstar
DBRS Value at GBP 379.4 million, based on a cap rate assumption of
6.50% (unchanged since issuance). The Morningstar DBRS Value
represents a haircut of 26.3% to the most recent portfolio
appraised value from JLL.
The Nevis loan is IO and carries a floating rate, which references
Sonia floored at 0% plus a loan margin of 2.562% p.a. The Nevis
loan is 95% hedged with a strike rate of 4.0% provided by BofA. The
hedging agreement terminates in May 2027 after which the borrower
is required to purchase either a Sonia cap or a swap agreement
until the final repayment date.
The Nevis loan has a term of five years, with a loan maturity date
in May 2030. There are no extension options.
The Pike Loan
As at the February 2026 IPD, the Pike loan balance was GBP 180.0
million, the same level as at issuance.
As at the February 2026 IPD, the collateral securing the Pike loan
comprised 25 logistics assets in the UK, unchanged since issuance.
Based on the valuations prepared by JLL, the valuer concluded an
aggregate collateral MV of GBP 265.1 million, or a portfolio
valuation of GBP 292.3 million (including a portfolio premium of
5%). The LTV ratios based on the values were 67.9% and 61.5%
(including a 5% portfolio premium), respectively. Of the portfolio
value, 35% is concentrated in the Southeast and 50% is across the
Midlands and the Northwest.
As at the February 2026 IPD, the portfolio occupancy rate was
91.9%, up from 88.5% at issuance. As at the February 2026 IPD, the
in-place gross rent of the Pike loan increased to GBP 15.6 million,
up from GBP 14.6 million at origination. The annual rental income
of the portfolio increased to GBP 14.6 million, up from the GBP
14.0 million at issuance, which reflects a DY of 8.20% (up from
7.80% at issuance).
At the February 2026 IPD, the Pike portfolio's WALTB and WALTE were
2.8 years and 4.1 years, respectively, compared with the WALTB and
WALTE of 2.7 years and 4.3 years at issuance, respectively. In
aggregate, the portfolio tenant base is very granular with the top
10 tenants accounting for 22.1% of the rental income and the top
tenant accounting for only 5.2% of the total Pike portfolio rent.
Morningstar DBRS reperformed the underwriting analysis, with an
updated Morningstar NCF at GBP 13.3 million, equivalent to a 9.5%
haircut from the Issuer's in-place NCF, and an updated Morningstar
DBRS Value at GBP 201.3 million, based on a cap rate assumption of
6.60% (unchanged since issuance). The Morningstar DBRS Value
represents a haircut of 24.1% to the most recent portfolio
appraised value from JLL.
The Pike loan is IO and carries a floating rate, which references
Sonia floored at 0% plus a loan margin of 2.562% p.a. The Pike loan
is 95% hedged with a strike rate of 4.0% provided by BofA. The
hedging agreement terminates in May 2027 after which the borrower
is required to purchase either a Sonia cap or a swap agreement
until the final repayment date.
The Pike loan has a term of five years, with a loan maturity date
in May 2030. There are no extension options.
To satisfy the risk retention requirements, on the closing date,
Citibank N.A., London Branch (the Retaining Sponsor) advanced the
Issuer loan in the amount of GBP 42.0 million to the Issuer. As of
the February 2026 IPD, the Issuer loan amount decreased to GBP 30.2
million.
On the closing date, Citibank provided a liquidity facility of GBP
40.0 million and, at the February 2026 IPD, it decreased to GBP
28.7 million. The liquidity facility can be used to cover interest
shortfalls on the Class A, Class B, and Class C notes. Based on a
blended strike rate of 4.0% and a Sonia cap of 5.0% across the
three loans, Morningstar DBRS estimated that the Issuer liquidity
reserve covers approximately 15 months and 12 months of interest
payments, respectively.
The transaction is expected to repay in full by May 2030. The legal
final maturity of the notes is on 17 May 2035, five years after the
loans' maturity dates. Morningstar DBRS believes that this provides
sufficient time to enforce the loan collateral and repay the
bondholders, given the security structure and jurisdiction of the
underlying loans.
Morningstar DBRS' credit ratings on the Class A, Class B, Class C,
Class D, Class E, and Class F notes address the credit risk
associated with the identified financial obligations in accordance
with the relevant transaction documents. The associated financial
obligations are the initial principal amounts and the interest
amounts.
Morningstar DBRS' credit rating does not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction document(s) that are not financial
obligations. For example, Sonia Excess Amounts, Exit Payment
Amounts, Pro Rata Default Interest Amounts, and Pro Rata Extension
Step-Up Amounts payable to the noteholders.
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.
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S U B S C R I P T I O N I N F O R M A T I O N
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