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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

          Friday, May 29, 2026, Vol. 27, No. 107

                           Headlines



F R A N C E

CLAUDIUS FINANCE: S&P Downgrades ICR to 'B' on Releveraging


G E R M A N Y

ADLER PELZER: Moody's Extends Review on 'B3' Rating for Downgrade
BLITZ 26-281: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable
TMD FRICTION: S&P Assigns 'B+' LongTerm ICR, Outlook Stable


I R E L A N D

DILOSK RMBS 8: Moody's Affirms Caa3 Rating on EUR4.2MM Cl. X Notes
PENTA CLO 10: Fitch Assigns 'B-sf' Final Rating on Class F-R Notes
POLUS EU XXI: S&P Assigns B-(sf) Rating on Class F Notes
SONA FIOS VII: Fitch Assigns 'B-sf' Final Rating on Class F Notes


T U R K E Y

ECOGREEN ENERJI: Fitch Assigns B-(EXP) LongTerm IDR, Outlook Stable
PEGASUS HAVA: Fitch Alters Outlook on BB- LongTerm IDRs to Negative


U N I T E D   K I N G D O M

ALDBROOK MORTGAGE 2026-1: Moody's Assigns Ba1 Rating to Cl. E Notes
BIOHM LTD: Antony Batty Appointed as Administrators
CHESHIRE LAND: Irwin Insolvency Appointed as Administrator
CO-OPERATIVE GROUP: S&P Affirms 'BB-' ICR, Outlook Stable
CO-OPERATIVE GROUP: Wins Over GBP205MM Claim in Proj Chicago Matter

COMMERCIAL SYSTEMS: Interpath Advisory Appointed as Administrators
MAZE THEORY: Cowgills Limited Appointed as Joint Administrators
NEW FORTRESS: Voting Deadline on UK Plan Set for June 9
SUSSEX BAKES: Exigen Group Appointed as Joint Administrators
VOLTAIRE GROUP: BDO LLP Appointed as Administrators

WILLIAM BLAKE: Taken Over by Camphill Milton Keynes Communities


X X X X X X X X

[] BOOK REVIEW: To Protect Their Interests

                           - - - - -


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F R A N C E
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CLAUDIUS FINANCE: S&P Downgrades ICR to 'B' on Releveraging
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S&P Global Ratings lowered its ratings on Claudius Finance Parent
and its first-lien senior secured term loan Bs (TLBs) to 'B' from
'B+'; the recovery ratings of '3' on the existing debt indicate its
expectation of about 65% recovery (rounded estimate) in a default
scenario.

The stable outlook reflects S&P's view that an increase in organic
software-as-a-service (SaaS) revenue growth along with
profitability improvements, underpinned by realizing synergies and
cost savings, will support a reduction in debt to EBITDA to 8.0x in
2027 (6.6x excluding the PIK facility), with free operating cash
flow (FOCF) to debt increasing to about 5%.

Claudius Finance Parent S.a.r.l, parent of enterprise resource
planning (ERP) software provider Cegid, has signed a EUR1.1 billion
secured bridge loan, expected to be repaid in the coming weeks with
proceeds from direct lending, and EUR45 million of new bilateral
facilities to fund the acquisition of Shine in April 2026.

After back-to-back debt-financed acquisitions in 2024-2025, the
Shine transaction will increase Cegid's S&P Global Ratings-adjusted
debt to EBITDA in 2026 to about 10.5x, or 8.8x excluding the
payment-in-kind (PIK) facility, compared with S&P's by
debt-repayment plans; and it expects leverage can reduce to 8.0x in
2027, thanks to merger synergies, a cost-optimization program, and
lower exceptional costs.

Although S&P doesn't view this acquisition as transformative, it
believes Shine's functional capabilities complement Cegid's ERP
software business, creating significant cross-selling and growth
opportunities from mandatory e-invoicing regulation in Cegid's core
European markets in 2026-2028, while increased adoption of its
digital finance offering with further integration of software
somewhat strengthens the group's business risk profile.

The downgrade reflects sustained elevated credit ratios due to
rapid debt-financed acquisitions, contrary to previously stated
debt-prepayment plans. S&P expects S&P Global Ratings-adjusted debt
to EBITDA will spike at about 10.5x (8.8x excluding PIK) in 2026,
owing to the relatively large (about EUR1.2 billion) debt-funded
acquisition of Shine as well as peak exceptional costs. This
follows relatively elevated leverage since the dividend
recapitalization in September 2023 and various debt-funded
acquisitions thereafter. The latest acquisition of Shine is in
contrast to our previous base case of a reduction in leverage in
2026, partly supported by expectations of debt repayment. The
resulting downgrade reflects the group's more aggressive financial
policy in the recent past.

S&P said, "We forecast a material improvement in 2027, further
supported by solid cash flow generation. This year, we anticipate
integration costs and investments in Cegid's "Forward.ai" strategic
plan, with little cost savings or synergies, will result in subdued
S&P Global Ratings-adjusted EBITDA margins of about 33%. We expect
2027 to be a more normal year, by which time integration costs will
reduce and Forward.ai investments will start realizing savings with
related costs largely completed in 2026. We also expect loss-making
acquisitions from 2025 will turn profitable. We forecast our
adjusted EBITDA margin for Cegid will rise to almost 40% and
thereafter increase by 100 basis points (bps) to 150 bps,
underpinned by operating leverage. This will support deleveraging
from 2027, with adjusted debt to EBITDA expected to reach 8.0x
(6.6x excluding the PIK facility) in 2027 and less than 7.5x in
2028. Another rating support, despite elevated leverage, is solid
free cash flow generation. Non-cash-paying PIK debt, which forms
15% of the debt structure, as well as minimal capital expenditure
(capex) requirements, will support FOCF, leading to FOCF to debt of
3%-4% in 2026, increasing to about 5% in 2027. Although these
metrics leave some room for small bolt-on acquisitions, we do not
expect material debt-funded acquisition in the near term."

The addition of 12es from e-invoicing regulations. Shine is a
France-based fintech provider offering e-invoicing, banking, and
payment solutions to freelancers and microentrepreneurs across
Europe (including France, Germany, Iberia, Belgium, Denmark, and
Netherlands). These functionalities, added to Cegid's existing
accounting human capital management, payroll, finance, and tax ERP
platforms, complement the product portfolio. It also unlocks an
addressable market of nearly 12 million small businesses across
Cegid's markets. The extended digital finance offering will support
the potential for increased average revenue per customer and create
a further deeply integrated product offering, strengthening Cegid's
mission-critical role and customer loyalty. Moreover, acquiring
Shine accelerates the development and adoption of AI-powered
cloud-native platform as a core part of the product, bringing time
savings as well as increased productivity and efficiency for
Cegid's customers. S&P said, "In our view, within Shine's and
Cegid's existing core solutions, AI is an enabler rather than a
disruption risk, since it's essential to comply with complex
regulatory requirements regarding tax filing, e-invoicing,
certified audit and statutory reporting that are essential to
obtaining government approval before interacting with government
authorities, as well as integrate with existing ERP systems.
Generative AI faces challenges to fulfil these and cannot be
considered a trusted partner at this stage, but an ERP provider can
achieve these seamlessly. Overall, we believe this acquisition
enhances Cegid's business scope and breadth, making it somewhat
stronger than certain rated peers such as Precise Midco and Athena
Bidco." Furthermore, the timing of the acquisition is particularly
strategic, since it coincides with the mandatory e-invoicing
regulation that is expected to roll out in Cegid's core markets of
France, Germany, and Spain in 2026-2028.

S&P said, "The stable outlook reflects our view that an increase in
organic SaaS revenue growth along with profitability improvement,
underpinned by realizing synergies and cost savings, will support a
reduction in debt to EBITDA to 8.0x in 2027 (6.6x excluding the PIK
facility), with FOCF to debt increasing to about 5%.

"We could lower the rating on Cegid if we were to observe a
deviation from the anticipated deleveraging trajectory, with S&P
Global Ratings-adjusted debt to EBITDA exceeding 9x (7x excluding
the PIK facility) or FOCF to debt dropping materially below 5% from
2027." This could be caused by:

-- A material debt-funded acquisition or dividend
recapitalization.

-- Failure to integrate Shine effectively and realize expected
synergies from revenue and costs.

S&P said, "We could also consider a negative rating action if Cegid
does not complete swift refinancing of the bridge loan, although we
consider this unlikely.

"Although unlikely in the near term, we could raise the rating if
Cegid's operating performance and financial policy led to a
sustained improvement in credit metrics, with adjusted leverage
lower than 7.0x (5.0x excluding the PIK facility) and FOCF to debt
improves to about 10%. This would need to be supplemented by a
clear commitment and track record of maintaining a prudent
financial policy.

"We could also raise the rating if there is a significant
improvement in Cegid's business risk profile, whereby the company
can sufficiently upsize the scale of operations, increase
geographic and product diversification, while continuing to
maintain a strong market position."




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G E R M A N Y
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ADLER PELZER: Moody's Extends Review on 'B3' Rating for Downgrade
-----------------------------------------------------------------
Moody's Ratings announced to extend the review for downgrade
process on the B3 ratings of German auto parts supplier Adler
Pelzer Holding GmbH (Adler Pelzer) by another four weeks. The
review was initiated on March 26, 2026. On May 20, 2026, Adler
Pelzer announced preliminary Q1 results and stated that they are in
advanced discussions to fully refinance its existing capital
structure via a private credit financing package and with support
of the company's shareholders.

In the first quarter, the company's EBITDA increased to EUR56
million, from EUR53 million in the first quarter of 2025. At the
same time, its net debt slightly increased to EUR322 million from
EUR303 million in December 2025, indicating a small negative FCF of
EUR19 million in the first quarter. The company-defined net
leverage, however, was stable at 1.6x. The preliminary numbers
indicate that Adler Pelzer's solid operating performance continued,
which should give some support to the company's refinancing
process. In 2025, Adler Pelzer achieved solid credit metrics,
including a Moody's adjusted EBIT margin of 5.7% and a debt /
EBITDA of 3.7x. Its EBITDA/interest cover of 2.8x is, however, just
appropriate for the B3.

Moody's reviews for downgrade process has focused on the company's
measures to refinance its upcoming debt maturities, including the
EUR400 million loans, a EUR68 million loan from Barclays, both due
in April 2027, and the EUR55 million revolving credit facility
(RCF) due in October this year already, of which EUR22 million were
drawn at the end of March. In addition, the review has focused on
the resilience of Adler Pelzer's operating performance in the
currently challenging geopolitical and macroeconomic environment.

Adler Pelzer has followed an opportunistic and, in Moody's views,
aggressive approach with regards to the refinancing and its notes
and bonds have become current last month. As discussions are at an
advanced stage now and the shareholders have expressed their
intention to support the transaction, Moody's believes that it is
still too early to conclude the review and have rather decided to
extend the process by another four weeks. A failure to agree and
sign the refinancing during this timeframe will, highly likely
result in a rating downgrade. By contrast, a successful refinancing
of the existing capital structure at terms that would enable the
company to generate positive free cash flow and maintain Moody's
adjusted EBITDA / interest expense of above 2.5x could lead to a
confirmation of the rating.


BLITZ 26-281: S&P Assigns Prelim. 'B' LongTerm ICR, Outlook Stable
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S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to BLITZ 26-281 SE and preliminary 'B' issue rating
to the senior secured TLB based on a recovery rating of '3'.

The stable outlook reflects S&P's expectation that Blitz's leading
position in the small-but-growing grocery sushi kiosks market
should support leverage staying below 5x and structurally positive
and improving free operating cash flow (FOCF).

On April 1, 2026, private equity firm One Rock Capital Partners
announced the acquisition of Eat Happy Group and subsequent
combination with Hana Europe. To finance the transaction, the
combined group (Blitz) will issue a EUR650 million term loan B
(TLB).

Eat Happy Group and Hana Europe are operators of fresh sushi and
pan-Asian food concessions across Europe, located within grocery
retailers.

S&P anticipates S&P Global Ratings-adjusted debt to EBITDA of
4.5x-5.0x at transaction-close and progressively declining
thereafter, on increasing EBITDA from high expansion-related
top-line growth and productivity-enhancing measures.

The preliminary rating on Blitz is supported by positive
implications on scale, geographic presence, and market positioning
following the transaction. On April 1, 2026, private equity firm
One Rock Capital Partners announced the acquisition of Eat Happy
Group and the subsequent combination with Hana Europe, in a
transaction valuing the group's enterprise value at about EUR1.5
billion. Financing the transaction is the new EUR650 million TLB,
along with a sizable equity contribution from One Rock Capital
Partners of about EUR800 million. The company also plans to issue a
EUR100 million revolving credit facility (RCF) that will remain
undrawn at the closing of the transaction. The group will use
transaction proceeds to fully repay debt, transfer the cash
proceeds to the seller, and place the remaining balance of EUR20
million as cash on the balance sheet.

The combination will make Blitz a clear leader in a fast-growing,
but highly competitive and small market. Since both Eat Happy Group
and Hana Europe already have a strong position in their core
markets, the planned combination creates a clear European leader in
the fast-growing grocery sushi kiosk market. Blitz offers quality
and fresh sushi in its branded kiosks in the fresh food section of
supermarkets, at prices that are about 40%-50% below those of sushi
restaurants. S&P said, "We think this niche position benefits from
supermarkets' traffic, spurred by convenience and availability, as
well as by consumers' growing preferences for fresh and prepared
food. Post-merger, we understand Blitz will be about 4x bigger than
its closest competitor in this market, positioning it well to
capture the segment's growth. Still, we consider the broader food
and restaurant industries extremely competitive and mature in
Europe, as consumers are offered many alternatives for Asian
cuisine and sushi. As such, we expect the group will need to
balance growth and profitability with continuous innovation of
offering and a convenient pricing, to keep growing its volumes in
an overall crowded market."

The symbiotic contractual partnerships with several leading
retailers provide barriers to entry. Blitz has extensive agreements
with a wide variety of retailers based on contracts with long
durations and a track record of high renewal rates. The company
works with almost all leading retailers in its countries of
operation, with contracts that are sometimes negotiated directly
with franchise or independent operators, creating wide
diversification and staggered maturities. S&P regards this setup
positively, since it allows Blitz to benefit from medium-term
stability and planning capability. For retailers, these agreements
are attractive because they improve traffic and assortment, while
providing a net fee (as a share of the group's gross sales) for a
small space for the kiosks and chillers, improving their profit per
square meter. While some retailers produce their own sushi
products, others prefer to rely on Blitz's specialized and
innovative approach, which usually translate into higher traffic
and growth. This framework also creates an opportunity for the
group to scale growth, given the potential to increase the
penetration of kiosks within the network of existing partners and
the relatively limited capital expenditure (capex) needed. On the
other hand, given Blitz's reliance on retailers as its only
distribution channel, contract renewals at favorable conditions are
essential to sustain its creditworthiness. This will depend on the
group continuing to offer retailers the best combination of
traffic-drivers and profitability, compared to potential
competitors or to the retailers' own operations.

The merger reinforces the group's geographic diversification and
growth potential. The two entities involved in the transaction
mainly differ in terms of geographic coverage, with Eat Happy Group
deriving most of its sales from Germany and Hana Europe
concentrating on the French market with a presence in the Iberian
peninsula and the U.K. The combination has positive implications
for geographic diversification by providing a wider presence in
Europe and a better-balanced country sales mix. Moreover, Blitz's
asset-light expansion model requires relatively little capex per
new kiosk or chiller, and benefits from short payback periods of
6-12 months, which facilitates additional expansion and supports
growth prospects.

S&P said, "Our analysis balances the benefits of Blitz's variable
cost structure with its dependency on certain raw materials. Unlike
integrated restaurant operators or specialized food retailers, the
group does not have significant lease commitments. This is because
the commission it pays to retailers for the use of space is mostly
defined as a percentage of sales, reducing its operating leverage
and making about 70% of total costs variable. This should limit the
risk in case of economic weakness affecting demand. However, a
large portion of the variable expense is food costs, of which raw
materials such as salmon, avocado, and sushi rice represent a
significant share. The strong dependency on specific ingredients
can expose Blitz to raw material price fluctuations, which the
company might not be able to fully pass on due to its focus on
affordable pricing. The lack of product diversity also limits the
company's ability to significantly change its sales mix in line
with input price volatility.

"We expect S&P Global Ratings-adjusted leverage will remain below
5x, underpinned by the shareholder agreement. In our base-case
scenario, we anticipate the group will deleverage to below 4.0x in
2028 from 4.5x-5.0x in 2026, on a sizable expansion-related
increase in EBITDA and a stable debt position. We think the
shareholders' agreement between One Rock and Eat Happy's founders
reduces the risk of releveraging above the starting level for at
least the next three years. The relatively low starting leverage
compared to other leverage buyouts in the industry, combined with
the shareholders' agreement, led us to assess the financial policy
as 'FS-5' rather than 'FS-6'."

Blitz's FOCF after leases will be EUR10 million-EUR30 million in
2026 and 2027, constrained by significant growth capex, before
improving significantly in 2028 and 2029. While working capital
flows are relatively low, the company requires significant capex of
EUR50 million-EUR60 million per year to support its ambitious
expansion plans. This underpins our base-case scenario of top-line
growth and deleveraging, but also constrains the company's cash
flow capacity for 2026 and 2027. In 2028 and 2029, S&P expects
capex intensity to decline, allowing the group to generate
structurally stronger FOCF after leases.

S&P said, "The final rating will depend on our receipt and
satisfactory review of all final documentation and terms of the
transaction. The preliminary ratings should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include use of proceeds,
maturity, size and conditions of the facilities, financial and
other covenants, security, and ranking.

"The stable outlook reflects our expectation that Blitz's leading
position in the small-but-growing grocery sushi kiosks market
should support leverage staying below 5x and structurally positive
and improving FOCF."

S&P could lower its rating over the next 12 months if, because of
underperformance or a more aggressive financial policy than
expected:

-- Debt to EBITDA approaches 7.0x; or
-- FOCF after leases turns negative.

S&P could raise its rating over the next 12 months if:

-- FOCF after leases structurally increase above EUR50 million per
year; and

-- The company keeps its leverage well below 5x under all
circumstances, in line with its shareholders' agreement.


TMD FRICTION: S&P Assigns 'B+' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B+' long-term issuer credit rating
to TMD Friction Group GmbH (TMD) and its 'B+' issue-level rating to
TMD's issued senior secured notes, in line with the preliminary
ratings that it assigned on May 11, 2026.

The stable outlook reflects S&P's expectation that TMD will
continue to generate steady FOCF of at least EUR20 million per year
and gradually deleverage below 5.0x in 2027 with adjusted EBITDA
margins of 14%-15%, as well as controlled capital expenditure
(capex) and working capital investments.

TMD produces brake pads and linings for passenger cars (PCs) and
commercial vehicles (CVs), with a large exposure to the independent
aftermarket (IAM). The group is 100% owned by private investment
firm Aequita SE & Co. KGaA (Aequita).

S&P anticipates that the group's S&P Global Ratings-adjusted EBITDA
margin will grow to about 13.7% in 2026 and 14.6% in 2027, from
12.6% in 2025, mainly thanks to its cost-savings initiatives and
the ability to pass on some raw material cost increases to
customers, offsetting likely subdued volumes.
S&P said, "TMD issued EUR350 million of senior secured notes to
fund a EUR250 million distribution to its shareholder, which we
estimate will increase its adjusted debt to EBITDA to 5.0x in 2026,
from 2.0x as of year-end 2025. At the same time, we expect it will
maintain ample liquidity, robust interest coverage ratios, and free
operating cash flow (FOCF) above EUR20 million through 2027."

TMD Friction Group GmbH's (TMD's) sizable IAM and CV sales partly
offset its product and geographic concentration. With revenue of
EUR792 million in 2025, the group generates the bulk of its sales
from brake pads. Its revenue stems primarily from Europe (68% in
2025), followed by South America and North America (15%), Asia
(13%), and the Middle East and North Africa (MENA; 4%) region. TMD
is the third largest supplier of original equipment (OE) brake pads
in the region, with a total market share of 10%-15% behind industry
leader ITT Inc. (55%-60%) and Tenneco LLC (20%-25%). The group is a
longstanding supplier of all German premium brands, and S&P Global
Ratings estimates that these brands represent close to 30% of TMD's
total OE sales for PCs. Its share in the European IAM is lower at
5%-10%, reflecting higher market fragmentation and the group's
position on higher-quality products through its core brand, Textar.
Overall, about 53% of its sales are generated in the IAM, which S&P
views as a strength given the stronger stability of this channel
compared with cyclical OE production. In addition, about 35% of the
group's OE sales stem from CV production, which provides additional
diversification.

S&P said, "We anticipate that TMD will maintain high cash balances
and strong interest coverage ratios after its dividend
recapitalization. Following the group's planned EUR250 million
debt-funded dividend, we expect adjusted debt to EBITDA will
increase to 5.0x in 2026, from 2.0x in 2025. Apart from the EUR350
million notes, our EUR550 million of adjusted debt as of the end of
2026 includes EUR124 million of trade receivables sold in factoring
programs (with EUR80 million sold in the supply chain financing
programs of large IAM distributors), EUR46 million of unfunded
pension obligations, and EUR30 million of lease liabilities. In
line with our methodology, we do not net cash in our credit metrics
calculation. That said, we view favorably the group's ample
liquidity, mainly reflecting a high cash balance of about EUR200
million after the secured notes issuance and an undrawn EUR35
million revolving credit facility (RCF). This could fund tuck-in
acquisitions or strategic capex to support the group's earnings
base. We also project that TMD will maintain funds from operations
(FFO) cash interest coverage of at least 3x pro forma the
transaction. This supports our 'B+' issuer credit rating on TMD.

"TMD's operating initiatives support its profitability amid
difficult market conditions. We anticipate that the group's
adjusted EBITDA margin will continue to grow to 13.7% in 2026, from
12.6% in 2025 and 10.5% in 2024, thanks to additional cost savings.
The group has recently closed some of its higher-cost plants in
Germany and France while increasing production in best-cost (that
is, cheaper) countries including Romania, Brazil, and China, with
about 50% and 62% of its OE and IAM production now located in
countries with these cost advantages. TMD targets further savings
from increased outsourced production, including for its Mintex
brand, which serves the mass segment of the IAM. We expect these
initiatives will offset muted volume growth in 2026 stemming from
weak European auto production and uncertainty from the Middle East
conflict. For 2027, we expect TMD's adjusted EBITDA margin will
improve to 14.6%, mainly because restructuring costs will fall to
about EUR7 million from EUR13 million in 2026. This should support
some reduction in TMD's debt to EBITDA toward 4.5x.

"We expect cost inflation will have a limited effect on TMD's 2026
margins. Indexation clauses in OE contracts should allow TMD to
offset a good portion of the ongoing raw material inflation to its
customers, albeit with a potential lag, while energy costs are
hedged by a 10-year purchase price agreement for all its
electricity needs in Germany. On the IAM channel, the group has a
track record of passing on cost inflation via price increases,
notably for its premium brand Textar. We estimate material costs
accounted for 49% of TMD's total costs in 2025, followed by factory
and other production (29%); selling, general, and administrative
(18%); and research and development (4%). Main raw materials
include steel, copper, tin as well as resin, rubber-based
components, and other specialty chemicals.

"We forecast healthy FOCF, despite higher interest expenses and
strategic investments. We think adjusted annual FOCF will stay
above EUR20 million in 2026-2027 after the EUR57 million generated
in 2025, even with higher cash interest expenses of about EUR35
million per year and ongoing investments. In addition, we forecast
working capital outlays of EUR10 million-EUR15 million per year in
2026-2027 amid cost inflation and as TMD repositions its Mintex and
Pagid brands toward the mass and premium segments, respectively.
Ongoing production relocations and new OE projects indicate that
capex will stay relatively high in 2026, at EUR35 million (4.4% of
sales) from about EUR32 million in 2025 (4.1%). Our base case
assumes lower capex of EUR29 million in 2027 (3.5%) on reduced
project spending, although this remains above TMD's historical
maintenance capex levels of EUR20 million-EUR22 million
(2.5%-2.7%).

"TMD will likely use some of its additional cash to fund bolt-on
acquisitions and organic growth. We estimate the group's pro forma
cash balance of about EUR200 million results in sizable financial
flexibility for potential tuck-in acquisitions in its core European
market or in new regions where it is less present, such as the U.S.
(less than 3% of total sales in 2025). The group plans to
consolidate its existing Chinese operations into one single site in
Pinghu by 2028 to increase production capacity and generate cost
savings. Our base case assumes total growth and project capex of
EUR5 million-EUR10 million per year through 2027 but no acquisition
spending and associated earnings contribution.

Regenerative braking is unlikely to have a material effect on TMD's
sales in the near to medium term. Significantly lower tear on
braking systems in battery electric vehicles (BEVs) and
plug-in-hybrid electric vehicles (PHEVs) could lead to longer
replacement cycles and lower aftermarket demand as the adoption of
electrified vehicles increases. However, the European car park
average age remains elevated and is still increasing (to 12.7 years
based on the 2026 ACEA report, compared with 12.3 years in 2024),
and S&P thinks this is likely to mitigate any potential impact.
Furthermore, the safety-critical nature of brake pads means they
could still be replaced regularly during routine inspections. In
addition, the much slower powertrain transition on the CV market
should shield TMD's aftermarket revenue in this segment.

S&P said, "We consider Aequita as a financial sponsor. This
reflects the relatively aggressive financial strategy followed by
the group with the completed dividend recapitalization that leads
to a material releveraging of its balance sheet. However, we
acknowledge that Aequita has a slightly different profile from pure
private equity firms because it invests its proprietary capital
only and does not manage the assets of third-party investors. It is
also targeting a longer investment horizon than traditional private
equity firms. Aequita made its investment in TMD through common
equity, with no remaining shareholder loan in the ownership
structure pro forma the transaction. We understand that all
Aequita's different investments in the automotive and industrial
sectors (about 30% and 70% of total, respectively) are managed
independently from each other, with no cross-default clauses.

"The stable outlook reflects our expectation that TMD will continue
to generate steady FOCF of at least EUR20 million per year and
gradually deleverage below 5.0x in 2027 thanks to adjusted EBITDA
margins of 14%-15% in 2027 as well as controlled capex and working
capital investments.

"We could lower our rating on TMD if we expect its adjusted debt to
EBITDA to increase above 5x or if it does not maintain FOCF to debt
at about 4%-5% by 2027 and beyond. This could stem from setbacks in
its cost-saving initiatives, meaningful increases in capex and
working capital investments, or if Aequita adopts a more aggressive
financial policy.

"Although unlikely in the short term, we could raise our rating on
TMD if we think it can generate FOCF to debt of at least 10% while
maintaining adjusted debt to EBITDA of well below 4x. This could
happen if the group's profitability improvements materially exceed
our expectations and it reduces its capital intensity. An upgrade
would also be contingent on TMD's financial sponsor committing to
keep leverage at much lower levels than anticipated."




=============
I R E L A N D
=============

DILOSK RMBS 8: Moody's Affirms Caa3 Rating on EUR4.2MM Cl. X Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings of Class B, C, D and E
Notes in Dilosk RMBS No.8 (STS) DAC. The rating action reflects the
increased levels of credit enhancement for the affected Notes.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain their current ratings or with an
expected loss consistent with their current ratings.

EUR382.5M Class A Notes, Affirmed Aaa (sf); previously on Feb 16,
2024 Definitive Rating Assigned Aaa (sf)

EUR10.4M Class B Notes, Upgraded to Aa1 (sf); previously on Feb
16, 2024 Definitive Rating Assigned Aa2 (sf)

EUR8.3M Class C Notes, Upgraded to Aa2 (sf); previously on Feb 16,
2024 Definitive Rating Assigned Aa3 (sf)

EUR5.2M Class D Notes, Upgraded to A1 (sf); previously on Feb 16,
2024 Definitive Rating Assigned A2 (sf)

EUR2.1M Class E Notes, Upgraded to A3 (sf); previously on Feb 16,
2024 Definitive Rating Assigned Baa1 (sf)

EUR2.1M Class F Notes, Affirmed Baa2 (sf); previously on Feb 16,
2024 Definitive Rating Assigned Baa2 (sf)

EUR4.2M Class X Notes, Affirmed Caa3 (sf); previously on Feb 16,
2024 Definitive Rating Assigned Caa3 (sf)

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranches.

Increase in Available Credit Enhancement

Sequential amortization and the increased balance of the general
reserve fund led to the increase in the credit enhancement
available in this transaction. The credit enhancement of the
Classes B, C, D and E Notes increased to 8.98%, 6.11%, 4.31% and
3.59% from 6.25%, 4.25%, 3.00% and 2.50%, respectively, since
closing in February 2024.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed Moody's lifetime
loss expectation for the portfolio reflecting the collateral
performance to date.

The performance of the transaction has continued to be stable since
closing. Arrears of 90 days or more currently stands at 0.26% of
current pool balance, showing a stable trend over the past year.
Cumulative losses currently stands at 0% of original pool balance.

Moody's maintained the expected loss assumption at 0.70% as a
percentage of the original pool balance due to the stable
performance. This expected loss assumption corresponds to 0.99% as
a percentage of the current pool balance.

Moody's reassessed loan-by-loan information to estimate the loss
Moody's expects the portfolio to incur in a severe economic stress.
As a result, Moody's have maintained the MILAN Stressed Loss
assumption at 5.70%.

Counterparty Exposure

The rating actions took into consideration the Notes' exposure to
relevant counterparties, such as servicer, account banks or swap
providers.

Moody's assessed the exposure to NATIXIS S.A. acting as swap
counterparty. Moody's analysis considered the risks of additional
losses on the Notes if they were to become unhedged following a
swap counterparty default by using the CR assessment as reference
point for swap counterparties. Moody's concluded that the rating of
the Class B Notes is constrained by the swap agreement entered
between the issuer and NATIXIS S.A..

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

Factors that would lead to an upgrade or downgrade of the ratings:

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement and (3) improvements in the credit quality of
the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.


PENTA CLO 10: Fitch Assigns 'B-sf' Final Rating on Class F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Penta CLO 10 DAC's reset notes final
ratings.

   Entity/Debt             Rating                Prior
   -----------             ------                -----
Penta CLO 10 DAC

   A XS2401707877       LT PIFsf  Paid In Full   AAAsf
   A-R XS3313169545     LT AAAsf  New Rating
   B-1 XS2401707950     LT PIFsf  Paid In Full   AAsf
   B-2 XS2401708339     LT PIFsf  Paid In Full   AAsf
   B-R XS3313170048     LT AAsf   New Rating
   C XS2401708412       LT PIFsf  Paid In Full   A+sf
   C-R XS3313170634     LT Asf    New Rating
   D XS2401708255       LT PIFsf  Paid In Full   BBBsf
   D-R XS3313170808     LT BBB-sf New Rating
   E XS2401708925       LT PIFsf  Paid In Full   BBsf
   E-R XS3313171012     LT BB-sf  New Rating
   F XS2401709063       LT PIFsf  Paid In Full   B-sf
   F-R XS3313171285     LT B-sf   New Rating
   X-R XS3313169891     LT AAAsf  New Rating
   Z XS3315393176       LT NRsf   New Rating

Transaction Summary

Penta CLO 10 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 bond. Note proceeds
have been used to redeem the existing notes and to fund a portfolio
with a target par of EUR450 million, upsized by EUR50 million from
the original notes' balance.

The portfolio is actively managed by Partners Group CLO Advisers
LP. The collateralised loan obligation (CLO) has a 4.7-year
reinvestment period, and an 8.65 year weighted average life (WAL)
test covenant at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the identified portfolio to
be within the 'B' category. The Fitch-calculated weighted average
rating factor (WARF) of the identified portfolio is 24.5.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 60%.

Diversified Asset Portfolio (Positive): The transaction includes
six Fitch matrices, each based on a top ten obligor concentration
of 16%. Two matrices are effective at closing, corresponding to
fixed-rate asset limits at 3% and 10% and to an 8.65-year WAL test
covenant. The remaining four matrices are effective six months and
18 months after closing and correspond to an 8.15 and a 7.15 WAL
test covenant, with the same fixed-rate asset limits as the closing
matrices. The two forward matrices can be elected by the collateral
manager if the collateral principal amount (with defaults carried
at Fitch collateral value) is at least equal to the reinvestment
target par balance.

The transaction also includes other various concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio of 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a reinvestment
period of about 4.7 years and includes reinvestment criteria
similar to those of other European deals. Its analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
test covenant at the issue date. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include passing the coverage tests and
the Fitch 'CCC' bucket limitation test and a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during stress
periods.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class X-R and A-R notes and
lead to downgrades of no more than one notch each for class
B-R,C-R,D-R notes, two notches for the class E-R notes and below
'B-sf' for the class F-R notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of default and portfolio deterioration. The class C-R
notes have a rating cushion of one notch, the class B-R, D-R, E-R,
and F-R notes each have cushion of two notches, due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio. The class X-R and A-R notes have no
rating cushion.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches each for the class A-R to D-R notes and to below 'B-sf for
the class E-R and F-R notes. There would be no impact on the class
X-R notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction in the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of two notches each for the class B-R to F-R notes. The
class X-R and A-R notes are rated 'AAAsf', the highest level on
Fitch's scale and cannot be upgraded.

Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread to cover losses in the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

ESG Considerations

Fitch does not provide ESG relevance scores for Penta CLO 10 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.


POLUS EU XXI: S&P Assigns B-(sf) Rating on Class F Notes
--------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Polus EU CLO XXI
DAC's class A, B, C, D, E, and F notes. At closing, the issuer also
issued unrated subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments.

The portfolio's reinvestment period will end approximately 4.5
years after closing, while the noncall period will end 1.5 years
after closing.

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows and excess spread.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,734.40
  Default rate dispersion                                 491.67
  Weighted-average life (years)                             4.73
  Obligor diversity measure                               143.20
  Industry diversity measure                               20.29
  Regional diversity measure                                1.20

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  Target 'AAA' weighted-average recovery (%)               37.30
  Target weighted-average coupon (%)                        4.85
  Target weighted-average spread (net of floors; %)         3.60

Rating rationale

S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.50%), and the
covenanted weighted-average coupon (4.00%) as indicated by the
collateral manager. We assumed the identified weighted-average
recovery rates for all rated notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios, for each
liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO is still in its reinvestment period until Nov.
21, 2030, during which the transaction's credit risk profile could
deteriorate, we capped our ratings on these notes.

"The class F notes' current break-even default cushion is negative
at the assigned rating. Nevertheless, based on the portfolio's
actual characteristics and additional overlaying factors, including
our long-term corporate default rates and recent economic outlook,
we believe this class can sustain a steady-state scenario, in
accordance with our criteria." S&P's analysis further reflects
several factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 23.93% (for a portfolio with a weighted-average
life of 4.73 years), versus if it was to consider a long-term
sustainable default rate of 3.2% for 4.73 years, which would result
in a target default rate of 14.72%.

-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

S&P said, "Following this analysis, we consider that the available
credit enhancement for this tranche is commensurate with the
assigned 'B- (sf)' rating.

"Under our structured finance sovereign risk criteria, we consider
the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class A
to F notes.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A to E notes based on four
hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."

Polus EU CLO XXI DAC is a European cash flow CLO securitization of
a revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Polus
Capital Management Ltd. manages the transaction.

  Ratings

                    Amount    Credit
  Class  Rating*  (mil. EUR)  enhancement (%)   Interest rate§

  A      AAA (sf)   248.00    38.00     Three/six-month EURIBOR
                                        plus 1.30%

  B      AA (sf)     43.00    27.25     Three/six-month EURIBOR
                                        plus 2.00%

  C      A (sf)      24.00    21.25     Three/six-month EURIBOR
                                        plus 2.50%

  D      BBB- (sf)   29.00    14.00     Three/six-month EURIBOR
                                        plus 3.70%

  E      BB- (sf)    18.00     9.50     Three/six-month EURIBOR
                                        plus 6.50%

  F      B- (sf)     12.00     6.50     Three/six-month EURIBOR
                                        plus 8.51%

  Sub    NR          31.50      N/A     N/A

*S&P's ratings on the class A and B notes address timely interest
and ultimate principal payments. Its ratings on the class C, D, E,
and F notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
Sub. notes--Subordinated notes.
NR--Not rated.
N/A--Not applicable.


SONA FIOS VII: Fitch Assigns 'B-sf' Final Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Sona Fios CLO VII DAC notes final
ratings.

   Entity/Debt                           Rating           
   -----------                           ------           
Sona Fios CLO VII DAC

   A XS3311974672                     LT AAAsf  New Rating
   B XS3311975489                     LT AAsf   New Rating
   C XS3311979044                     LT Asf    New Rating
   D XS3311979473                     LT BBB-sf New Rating
   E XS3311979630                     LT BB-sf  New Rating
   F XS3311980646                     LT B-sf   New Rating
   Subordinated Notes XS3311981537    LT NRsf   New Rating

Transaction Summary

Sona Fios CLO VII DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to purchase a portfolio with a target par of EUR400
million. The portfolio is actively managed by Sona Asset Management
(UK) LLP. The CLO has a 4.5-year reinvestment period and an
eight-year weighted average life test (WAL) at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B+'/'B'. The Fitch weighted
average rating factor of the identified portfolio is 23.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 60.7%.

Diversified Portfolio (Positive): The transaction includes various
concentration limits in the portfolio, including a top 10 obligor
concentration limit at 20% and a maximum exposure to the
three-largest Fitch-defined industries at 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

WAL Step-Up Feature (Neutral): The transaction could extend the WAL
test covenant by six months after six months from closing if the
aggregate collateral balance (defaults at Fitch collateral value)
is at least at the reinvestment target par amount and the
transaction is passing all tests.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

The transaction includes three matrix sets, each based on a top 10
obligor limit of 20%. One matrix set is effective at closing,
corresponding to fixed-rate asset limits of 5% and 12.5%, and to an
eight-year WAL test. The other two forward matrix sets correspond
to a 7.5-year and a seven-year WAL test, which can be elected by
the manager 12 and 18 months after closing respectively, subject to
the aggregate collateral balance (defaults at Fitch collateral
value) being at least at reinvestment target par.

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio is 12 months less than the WAL covenant
floored at six years to account for the strict reinvestment
conditions envisaged after the reinvestment period. These include
passing both the coverage tests and the Fitch 'CCC' test post
reinvestment and a WAL covenant that progressively steps down over
time. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during the stress period.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase in the mean default rate (RDR) and a 25% decrease in
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A and B notes, lead to
downgrades of one notch each for the class C, D and E notes, and to
below 'B-sf' for the class F notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. The class B to
F notes each have a rating cushion of two notches due to the better
metrics and shorter life of the identified portfolio than the
Fitch-stressed portfolio. The class A notes are at the highest
achievable rating and therefore have no rating cushion.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase in the mean RDR
and a 25% decrease in the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of three notches
each for the class A and D notes, four notches each for the class B
and C notes and below 'B-sf' for the class E and F notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction in the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to three notches each for the rated notes, except
for the 'AAAsf' notes.

Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction.

Upgrades after the end of the reinvestment period may result from
stable portfolio credit quality and deleveraging, leading to higher
credit enhancement and excess spread available to cover losses in
the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the rating
agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

ESG Considerations

Fitch does not provide ESG relevance scores for Sona Fios CLO VII
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.




===========
T U R K E Y
===========

ECOGREEN ENERJI: Fitch Assigns B-(EXP) LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned Ecogreen Enerji Holding A.S. an expected
Long-Term Issuer Default Rating (IDR) of 'B-(EXP)' with a Stable
Outlook. The expected rating is based on the successful issuance of
a bond of a size commensurate with the company's needs and subject
to usual covenants for such transactions.

The expected IDR reflects Ecogreen's small scale relative to rated
peers, exposure to cyclical divisions, including engineering,
procurement and construction (EPC) and fertilisers, and operations
in Turkiye's high-inflation, challenging operating environment. The
rating also reflects limited financial flexibility and significant
execution risks related to Ecogreen's capex plan and growth in EPC
and fertilisers. Ecogreen's strengths include asset quality, low
volume risk in the power division, supportive regulation for
renewable energy producers in Turkiye and the successful
implementation of its capital increase in 2025.

The Stable Outlook reflects Fitch's expectation that leverage will
remain commensurate with the rating and interest coverage will
improve.

Key Rating Drivers

Small Scale of Operations: Ecogreen's rating is constrained by its
size (EBITDA of USD47 million in 2025) and scale of operations. Its
power division consists of 30 solar power plants, two biomass
plants and three biogas plants, with total installed capacity of
180 megawatts (MW), all located in Turkiye.

The company also has a solar EPC division with capacity to install
up to 85 MW per year, from development to construction. Ecogreen
began selling its organomineral fertilisers produced at its own
facility in 2024. Production is gradually increasing, and the
division is integrated with the biomass and biogas plants. The
company is also active in electricity trading, although with
limited EBITDA contribution.

Adequate Revenue Predictability: Fitch expects the share of EBITDA
generated from the renewable energy support mechanism (YEKDEM) to
drop to 19% in 2028-2030 from 28% in 2025. This is in line with
other 'B' category rated Turkish peers. In addition, Fitch expects
that an average 19% of EBITDA will be generated under the Renewable
Energy Resource Area (YEKA) in 2026-2030. This includes the
company's existing 130 MW Nigde plant and the 70 MW Bolu YEKA SOLAR
project, which was awarded the incentive in a recent auction.

Under the YEKA scheme, electricity is sold in the free market for a
specific period (60 months from the auction award date in the case
of Bolu), with a guaranteed floor price. After this period,
electricity is sold under a 20‑year power purchase agreement at
the fixed price determined in the original YEKA auction.

Supportive Framework: Fitch views the YEKDEM and YEKA frameworks as
supportive, providing acceptable cash flow visibility. YEKDEM
offers fixed US-dollar denominated feed-in tariffs (FiT) for 10
years. Assets under YEKDEM framework benefit from no price risk and
low offtake risk, as all renewable generation is purchased by
Energy Market Regulatory Authority. After 10 years, assets switch
to merchant status, resulting in price and FX risks. YEKA also
contributes to long-term revenue stability, albeit at lower prices
than current merchant prices. Fitch considers the level of
contracted EBITDA as adequate for the current rating level.

EPC Affects Revenue Visibility: Fitch estimates that the EPC
segment will contribute about 26% of EBITDA in 2026-2030. Almost
80% of executed projects are with related parties linked in some
way to the Uğurlu family. The company plans to increase the share
of non-related-party business, but this is subject to high
execution risk given intense competition. The EPC division is also
more cyclical than power generation, with lower revenue visibility,
particularly in the absence of a large and multi-year backlog,
ultimately negatively affecting its business risk assessment.

Fertiliser Growth Strategy: The fertiliser plant is vertically
integrated with the biogas plant and uses raw materials from the
company's biomass and biogas power plants. The company follows a
cost-plus model, with selling prices reflecting raw material and
production costs and the ability to adjust prices quarterly or
seasonally. Fitch estimates its total contribution to EBITDA at 12%
in 2026-2030. Fitch views the fertiliser division as riskier than
the generation division, due to its small scale and significant
competition.

Capex Drives Negative FCF: Ecogreen's expansion capex of USD107
million in 2026-2027 includes two solar projects with total
installed capacity of 140 MW and a wind project with installed
capacity of 20 MW. Fitch expects the solar projects to be
commissioned in 4Q26 and the wind project in 2Q27. Fitch also
expects this substantial increase in capex to result in a
cumulative negative free cash flow (FCF) of USD60 million over the
two years. Fitch expects low capex from 2028, in line with the
management's expectations.

IPO Supports Capex Funding: In 2025, Ecogreen successfully
completed its initial public offering for USD25 million. About 60%
of the IPO proceeds have been earmarked for capex and remain
available. Ecogreen has also signed a new USD70 million term
facility and is planning a debt issuance in 2026 to support its
capex programme. Fitch expects the new issuance to include
covenants that adequately insulate the company from the Uğurlu
family's other activities, in line with similar transactions.

Moderate Rating Headroom: Fitch expects funds from operations (FFO)
net leverage to average 4.6x in 2026-2028, with limited headroom
against the negative rating sensitivities. Fitch forecasts leverage
to peak at 5.1x in 2026 due to capex, before gradually improving to
2.7x by 2030. The pace of deleveraging will depend on earnings
trends and the company's growth ambitions, as its forecasts do not
assume material capex from 2028.

Peer Analysis

Ecogreen's closest peers include Aydem Yenilenebilir Enerji Anonim
Sirketi (B/Positive) and Limak Yenilenebilir Enerji Anonim Sirketi
(BB-/Negative). Aydem has a stronger business risk profile due to
its larger scale, greater asset diversity and higher share of FiT,
expected at 54% by end-2025, compared with 28% for Ecogreen. Fitch
also expects Aydem to have lower FFO net leverage in 2026, at 3.9x
versus 5.2x for Ecogreen.

Limak is rated higher than Ecogreen, reflecting its more robust
business profile, with total installed capacity of 829 MW at
end-2025, sound asset quality and nearly 63% of capacity eligible
for the YEKDEM and YEKA mechanisms.

Uzbekistan-based hydropower generator Uzbekhydroenergo JSC's
(BB/Stable) Standalone Credit Profile (SCP) of 'b+' is two notches
higher than Ecogreen's SCP of 'b-'. Ecogreen benefits from a
supportive framework, selling electricity either in the free market
or under a support mechanism offering fixed US dollar-denominated
FiT for 10 years. The local operating environment is a weakness for
both companies. The rating differential mostly reflects
Uzbekhydroenergo JSC's lower leverage, with FFO net leverage of
2.5x in 2026.

Fitch’s Key Rating-Case Assumptions

- An average USD/TRY exchange rate of 45.5 in 2026, weakening to
almost 68 by 2030

- Average electricity spot prices in Turkiye of USD65/MWh

- Electricity generation volumes to grow at a CAGR of 13.5% in
2025-2030, about 6% below management estimates

- Average EBITDA contribution from power generation division of
about USD40 million per year in 2025-2030

- Average EBITDA contribution from EPC division of about USD17.5
million per year in 2026-2030

- EBITDA from fertiliser division to gradually increase to reach
about USD12 million in 2030

- EBITDA from electricity trading to average USD2.5 million in
2026-2030

- Average annual capex of about USD90.9 million in 2026, USD27
million in 2027 and USD6 million in 2028-2030

- Bond issuance in-line with management guidelines

- No dividend distributions over 2025-2029, in line with management
forecasts

- Cost of new hard-currency debt will be in line with similarly
rated debt by Turkish issuers

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 (b-, Higher),
Diversification and Asset Quality (b+, Moderate), Company
Operational Characteristics (b+, Moderate), Profitability (b-,
Moderate), Financial Structure (b+, Moderate), and Financial
Flexibility (b, Higher).

- The quantitative financial subfactors are based on custom CRT
financial period parameters: 10% weight for the historical year
2025, 40% for the forecast year 2026, 40% for the forecast year
2027 and 10% for the forecast year 2028.

- B+ to CC considerations apply in its analysis and result in an
adjustment of -1 notch(es).

- The Governance assessment of 'Good' results in no adjustment.

- The Operating Environment assessment of 'bb-' results in no
adjustment.

- The SCP is 'b-'.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Generation volumes well below current forecasts, a sustained
reduction in profitability or a more aggressive financial policy
leading to FFO net leverage above 4.7x or FFO interest cover below
1.5x on a sustained basis

- Weaker liquidity due to the inability to raise funds to finance
the planned capex

- Deterioration of the business mix with lower FiT-linked revenue,
or weaker profitability from the EPC and fertiliser divisions

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Improved financial profile with FFO net leverage below 3.7x and
FFO interest cover above 2.5x on a sustained basis

- A stronger business profile driven by a larger scale, or higher
revenue visibility

- Effective execution of the announced capex plan

Liquidity and Debt Structure

By end-2025, Ecogreen held about USD37 million of cash and cash
equivalents, compared with debt maturities of USD51.5 million and a
forecast negative FCF, after acquisitions and divestments, of USD59
million. Fitch expects these to be financed through the company's
recently secured USD70 million loan from a Turkish local bank and
the planned debt issuance. In addition, the company has about
USD110 million of available uncommitted lines, which can be used to
finance its capex and working-capital requirements.

At end-2025, Ecogreen's debt comprised mainly bank loans
denominated in hard currencies: 53% of debt was in euros, 41% in
dollars with only 6% in Turkish liras. Foreign-currency risk is
partially mitigated by the company's participation in the YEKDEM
scheme, under which electricity is sold at dollar-based tariffs and
EPC contracts are signed on a dollar basis.

Issuer Profile

Ecogreen is a Turkish company with four main divisions: power
generation (58% of 2025 EBITDA), solar EPC (33%), fertiliser (5%)
and electricity trading (4%).

Date of Relevant Committee

23-Apr-2026

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 Ecogreen.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt             Rating           
   -----------             ------           
Ecogreen Enerji
Holding A.S.         LT IDR B-(EXP)  Expected Rating


PEGASUS HAVA: Fitch Alters Outlook on BB- LongTerm IDRs to Negative
-------------------------------------------------------------------
Fitch Ratings has revised Pegasus Hava Tasimaciligi A.S.'s Outlook
to Negative from Positive and affirmed its Foreign- and
Local-Currency Long-Term Issuer Default Ratings (IDR) at 'BB-'.
Fitch has also affirmed its senior unsecured rating at 'BB-', with
a Recovery Rating of 'RR4'.

The Negative Outlook reflects deterioration in the Turkish airline
group's operating performance and expected weaker credit metrics in
2026. This is mainly driven by its exposure to Middle East markets
affected by the war in Iran, which has disrupted traffic, weakened
yields and contributed to sharply higher fuel costs. Continued
capacity growth adds execution risk to an already uncertain
operating environment.

Fitch expects EBITDAR net leverage to increase materially in 2026
and remain above the negative sensitivity of 3.7x until 2028, while
gross leverage and coverage metrics are forecast to stay outside
sensitivities during 2026-2029. A prolonged regional disruption
could delay deleveraging and lead to a downgrade.

Key Rating Drivers

Weak Leverage and Coverage Metrics: Fitch forecasts Pegasus'
EBITDAR net leverage to rise to 6.2x in 2026 from 4.2x in 2025,
following higher-than-expected leverage in 2025, before improving
to 3.8x in 2027 as passenger traffic and earnings recover. However,
leverage remains weak for the 'BB-' rating, supporting the Negative
Outlook. Fitch also forecasts EBITDAR fixed-charge coverage to
remain weak at below its 1.7x negative sensitivity to 2029, further
underpinning the Outlook revision.

Middle East Conflict Pressures Earnings: Pegasus has the highest
exposure among Fitch-rated EMEA low-cost carriers (LCCs) to markets
affected by the war in Iran, with about 15% of its international
capacity linked to the Middle East. Airspace closures have led to
the suspension of a meaningful part of those operations and
weakened regional demand and bookings during key travel periods.
Fitch assumes the impact to be most acute in 2Q26, which typically
accounts for one-third of annual EBITDA.

Recovery in 3Q26 - the most important earnings quarter for airlines
- will depend on the pace of de-escalation and traffic
normalisation. Operations in Iraq, Lebanon, Jordan and the UAE have
begun to resume gradually since early May.

Expected Weaker Performance in 2026: Fitch forecasts Pegasus'
EBITDAR to decline materially in 2026, reflecting routes' closures
and higher fuel costs. Weaker international passenger demand,
shorter booking windows and capacity reallocation are weighing on
yields and revenue, while high fuel prices are increasing operating
costs and compressing margins. Pegasus has hedged 62.5% of its 2026
fuel consumption, which provides some protection against higher oil
prices. However, it remains exposed on the unhedged portion and to
wider jet fuel spreads, which further pressure margins. Fitch
forecasts EBITDAR of about EUR527 million in 2026, below EUR816
million in 2025.

2025 Results below Expectations: Pegasus' 2025 performance was
weaker than its expectations, with EBITDAR of EUR816 million versus
its forecast of EUR1 billion. The underperformance reflected a 12%
ticket yield decline and higher ex-fuel CASK. Yield pressure
stemmed from measures to absorb significant capacity expansion,
with ASK rising about 17%, while maintaining load factors in the
mid-80% range. Earnings were also hit by the Israel/Iran conflict
in June-July, which had adversely affected the traffic in high
season. As a result, EBITDAR net leverage increased to 4.2x, above
its expectations.

Acquisition of Czech Airlines/Smartwings: In December 2025, Pegasus
announced the acquisition of Czech Airlines and its subsidiary
Smartwings for EUR154 million, which Fitch expects to be completed
in 2026, subject to regulatory approvals. The transaction would
broaden Pegasus' geographic footprint beyond Turkiye, provide
access to intra-EU markets and add a complementary leisure- and
charter-focused business, which is positive for business risk.
Fitch expects the transaction to slightly increase leverage but be
broadly credit-neutral overall, based on available information.

Lease-Funded Fleet Expansion: Pegasus operated 127 aircraft at
end-2025 with an average age of 5.1 years, most of which were
A320/A321neos. The airline expects delivery in 2026-2030 of 43 new
A321neos, which are more fuel-efficient and have larger capacity
(by more than 50 seats) than A320neos. It has also ordered 100 new
B737-10 aircraft from Boeing, for delivery between 2028 and 2034.
Fitch forecasts an increase in capex to an average of about EUR440
million in 2026-2029 (2025: EUR316 million), driven by advance
payments. Pegasus intends to finance these aircraft by increasing
its lease debt. Fitch assumes Pegasus has some flexibility in
deferring its aircraft deliveries.

Challenges Affect Business Profile: Pegasus' ratings reflect
volatility in the local economy, and high inflation and
geopolitical risks. The airline could face greater challenges from
demand volatility than other European LCCs, given its dependence on
Turkiye for domestic and international subsectors (excluding
international transit), while other European LCCs have more options
due to the European Common Aviation Area, of which Turkiye is not a
member. Pegasus is smaller with a less diversified network, but its
low-cost base and agility have enabled rapid expansion.

Manageable FX Exposure: All sales on international routes, which
accounted for about 80% of revenue in 2025, are in hard currency,
with the rest in lira, which is similar to the cost base,
mitigating exposure to FX risk. Debt is almost entirely in hard
currency. Up to a quarter of domestic ticket revenue received in
lira is exchanged into US dollars at spot rates under Pegasus' FX
hedging policy. Lira fluctuations can add to demand volatility,
despite well-managed FX risk due to a geographically diversified
revenue stream.

Peer Analysis

Pegasus competes directly with Turk Hava Yollari Anonim Ortakligi
(Turkish Airlines; BB/Stable). Pegasus' debt capacity in terms of
gross EBITDAR leverage is slightly lower than its competitor's, as
Pegasus' strengths are more than offset by its smaller scale and a
less-diversified network and revenue base. However, Fitch uses
EBITDAR net leverage as a key sensitivity for Pegasus, given the
company's large cash balance and cash management policy, unlike for
Turkish Airlines.

Pegasus' unit cost base is very strong and comparable with those of
leading LCCs, such as Ryanair Holdings plc (BBB+/Positive) and Wizz
Air Holdings Plc (BB/Stable). However, Pegasus is much smaller, and
more exposed to a weak and volatile operating environment. Pegasus'
flights are not subject to carbon-offsetting requirements under EU
ETS, while most of Ryanair's and Wizz Air's flights are.

Fitch’s Key Rating-Case Assumptions

- ASK to rise by about 5% on average a year in 2026-2028, followed
by growth of about 16% in 2029

- Load factor at 82.2% in 2026, increasing to the mid-80% range by
2029

- About a 1.5% decrease in ticket yield (in euro terms) on average
in 2026-2029

- Jet fuel price at about USD1,030 per tonne (including hedges) in
2026 and on average about USD870 per tonne in 2027-2029

- Total capex of about EUR1.8 billion in 2026-2029

- No dividends

Corporate Rating Tool Inputs and Scores

Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):

Business and financial profile factors (assessment, relative
importance): management ('bbb-', Lower), sector characteristics
('bbb-', Moderate), market and competitive positioning ('bbb-',
Moderate), diversification and asset quality ('bb', Lower), company
operational characteristics ('bbb', Higher), profitability ('bb',
Moderate), financial structure ('b', Higher), and financial
flexibility ('b+', Moderate).

The quantitative financial subfactors are based on custom CRT
financial period parameters: 34% weight for the forecast year 2027,
33% for the forecast year 2028 and 33% for the forecast year 2029.

The governance assessment of 'good' has no impact.

The operating environment assessment of 'bb+' has no impact.

The SCP is 'bb-'.

To derive the Long-Term IDR:

Fitch made no adjustments to the SCP, resulting in an IDR of
'BB-'.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- EBITDAR net leverage above 3.7x or EBITDAR leverage above 4.4x on
a sustained basis

- EBITDAR fixed-charge cover below 1.7x on a sustained basis

- Persisting tensions in the Middle East or weaker-than-expected
operational performance

- A downgrade of Turkiye's Country Ceiling, especially associated
with weaker operating environment and drivers affecting external
tourism demand, could lead to a downgrade of the Long-Term
Foreign-Currency IDR

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Fitch would revise the Outlook back to Stable, if Fitch has
evidence that the company is on track to meet the sensitivities for
a 'BB-' rating on a sustained basis

- Given the Negative Outlook on Pegasus' IDR, Fitch does not
anticipate an upgrade unless EBITDAR net leverage falls below 3.0x
or total EBITDAR leverage below 3.7x on a sustained basis. For the
Long-Term Foreign-Currecy IDR, this must be accompanied by a high
share of hard-currency revenue and readily accessible hard-currency
liquidity that allow the rating to be at least one notch above
Turkiye's 'BB-' Country Ceiling

Liquidity and Debt Structure

At end-2025, Pegasus' unrestricted Fitch-calculated cash balance
was about EUR1.2 billion, including EUR52 million of time deposits
with maturities of between three months and one year, and EUR60
million of bonds. This was sufficient to cover its short-term debt
maturities, excluding lease liabilities, of EUR466 million.

In addition, Fitch expects free cash flow, after acquisitions,
divestitures and lease payments, of about EUR48 million. Including
the acquisition of Smartwings, Fitch expects free cash flow to turn
negative at about EUR90 million; however, Fitch believes Pegasus
can absorb this from available liquidity. Refinancing risk is
currently limited, as the USD500 million bonds issued in 2024
mature only in 2031.

Issuer Profile

Pegasus is a leading low-cost carrier in Turkiye with a fleet size
of 127 aircraft at end-2025. It served 158 destinations in 56
countries and carried 43.3 million passengers in 2025.

Summary of Financial Adjustments

Fitch included in 2025 cash balance some government debt
securities. Fitch treated bonds of Republic of Turkiye
Undersecretariat of Treasury as government bonds (and included 100%
in cash) and for others that are not strictly government bonds, but
mostly bonds of state-owned banks, Fitch applies a haircut and
include 40% in cash.

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 Pegasus is 51. The results of its
Climate.VS screener indicate an elevated risk for Pegasus,
reflecting the gradually growing costs linked to the
decarbonisation of the sector. Climate transition risks do not have
a material influence on airline ratings at present because the
potentially disruptive changes due to transition are unlikely to
materialise in the next eight to 10 years.

ESG Considerations

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                  Rating            Recovery   
Prior
   -----------                  ------            --------   
-----
Pegasus Hava
Tasimaciligi A.S.

                     LT IDR      BB-       Affirmed            BB-

                     LC LT IDR   BB-       Affirmed            BB-

                     Natl LT     AAA(tur)  Affirmed           
AAA(tur)
senior unsecured    LT          BB-       Affirmed    RR4     BB-





===========================
U N I T E D   K I N G D O M
===========================

ALDBROOK MORTGAGE 2026-1: Moody's Assigns Ba1 Rating to Cl. E Notes
-------------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Aldbrook Mortgage Transaction 2026-1 plc:

GBP719.0M Class A Mortgage Backed Floating Rate Notes due February
2068, Definitive Rating Assigned Aaa (sf)

GBP36.0M Class B Mortgage Backed Floating Rate Notes due February
2068, Definitive Rating Assigned Aa2 (sf)

GBP18.0M Class C Mortgage Backed Floating Rate Notes due February
2068, Definitive Rating Assigned A2 (sf)

GBP14.0M Class D Mortgage Backed Floating Rate Notes due February
2068, Definitive Rating Assigned Baa2 (sf)

GBP12.0M Class E Mortgage Backed Floating Rate Notes due February
2068, Definitive Rating Assigned Ba1 (sf)

GBP16.0M Class X Fixed Rate Notes due February 2068, Definitive
Rating Assigned Caa2 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of buy-to-let (59.1%) and
non-conforming owner-occupied (40.9%) residential mortgage loans
originated and serviced by The Mortgage Lender Limited ("TML"; NR).
This represents the tenth securitization from TML.

The portfolio of assets amounts to approximately GBP798.9 million
as of April 30, 2026, being the pool cut-off date. The total credit
enhancement for the Class A Notes will be 10.00%.

The proceeds of the Class A - Class E Notes (the collateralised
Notes) will be used to purchase the portfolio.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to us, the transaction benefits from various credit
strengths such as a granular portfolio, and two amortising reserve
funds - a liquidity reserve fund and a general reserve fund. Both
reserve funds are zero at closing and will build up to their target
size initially from principal receipts with subsequent top-ups via
revenue receipts. The amortising liquidity reserve fund is sized at
1.0% of the Class A and B Notes balance whilst the amortising
general reserve fund is sized at 1.0% of the Class A to E Notes
balance less any amounts in the liquidity reserve fund.

Moody's notes that the transaction features some credit challenges,
such as an unrated servicer, and a high proportion (6.8%) of
borrowers with a county court judgement (CCJs). Various mitigants
have been included in the transaction structure such as a back-up
servicer facilitator, CSC Capital Markets UK Limited, which will
undertake the facilitation of the search for a suitable back-up
servicer/administrator in case either the original servicer or the
original administrator is terminated from its role, an independent
cash manager, Citibank, N.A., London Branch (Aa3(cr)/P-1(cr)), the
benefit of approximately 2.4 months of liquidity provided by the
reserve funds and estimation language in case no servicer report is
available.

Moody's determined the portfolio lifetime expected loss of 1.3% and
Aaa MILAN Stressed Loss of 8.1% related to borrower receivables.
The expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expects the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and
MILAN Stressed Loss are parameters used by us to calibrate its
lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.

The portfolio expected loss is 1.3%: in line comparable
transactions in the UK Buy-to-let RMBS sector and has been
determined by considering (1) the collateral performance of TML
originated loans to date, as provided by the originator and
observed in previously securitised portfolios; (2) the portfolio
characteristics including the weighted average current
loan-to-value (CLTV) of 68.5%, the high percentage (6.8%) of
primary borrowers with county court judgements (CCJs) and 0.2% of
primary borrowers with individual voluntary arrangement (IVA); (3)
benchmarking with comparable transactions in the UK RMBS market and
(4) the current macroeconomic environment in the UK.

The MILAN Stressed Loss for this pool is 8.1% which is lower than
the UK BTL RMBS sector average and follows Moody's assessments of
the loan-by-loan information, taking into account (1) the current
LTV of 68.5% which is in line with the UK BTL sector average; (2)
borrower characteristics such as 68.2% self-employed and 0.9% help
to buy; (3) prior adverse credit such as 6.8% of primary borrowers
with CCJs and 0.2% of primary borrowers with IVA and (4)
benchmarking with comparable transactions in the UK RMBS market.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that would lead to an upgrade of the ratings include: (i)
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes; or (ii) a
deleveraging of the capital structure.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of a swap counterparty
ratings; and (ii) economic conditions being worse than forecast
resulting in higher arrears and losses.


BIOHM LTD: Antony Batty Appointed as Administrators
---------------------------------------------------
BIOHM Ltd was placed into administration in the High Court of
Justice, Business and Property Courts of England and Wales,
Insolvency & Companies List (ChD), Court Number CR-2026-003350.
William Antony Batty and Hugh Francis Jesseman, both of Antony
Batty & Company LLP, were appointed as Joint Administrators on May
13, 2026.

The company is into biotechnology.  Its registered office is 5a
Juno Way, London, SE14 5RW.

The Joint Administrators can be contacted at:

   William Antony Batty  
   Hugh Francis Jesseman  
   Antony Batty & Company LLP  
   3 Field Court  
   Gray's Inn  
   London WC1R 5EF  

Further information:

   Contact: Sheniz Bayram  
   Tel: 020 7831 1234  
   Email: sheniz@antonybatty.com  


CHESHIRE LAND: Irwin Insolvency Appointed as Administrator
----------------------------------------------------------
Cheshire Land Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Birmingham,
Company and Insolvency List (ChD), Court Number CR-2024-BHM-000737.
John David Pearson of Irwin Insolvency was appointed as
Administrator on May 7, 2026.

The company is a land owner.  Its registered office is Station
House, Midland Drive, Sutton Coldfield, West Midlands, B72 1TU.
Its principal trading address is Cookes Lane, Rudheath, Northwich,
CW9 7RS.

The Administrator can be contacted at:

   John David Pearson  
   Irwin Insolvency  
   Station House  
   Midland Drive  
   Sutton Coldfield  
   West Midlands B72 1TU  

Further information:

   Contact: Taylor Pearson  
   Tel: 0121 321 1700  
   Email: taylor.pearson@irwinuk.net  


CO-OPERATIVE GROUP: S&P Affirms 'BB-' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on Co-operative Group Ltd. and its issue ratings on its
senior unsecured debt at 'BB-'.

S&P said, "The stable outlook reflects our view that while Co-op is
unlikely to restore its profitability over the next 12-18 months,
it will strengthen cash generation and turn to positive FOCF after
leases. We forecast adjusted leverage of about 3.2x-3.8x and funds
from operations (FFO) to debt approaching 20%. We expect the group
will maintain adequate liquidity, supported by GBP93 million
accessible cash (in our estimate) and at least GBP350 million
availability under the GBP400 million revolving credit facility
(RCF) due in November 2029."

Co-op reported 2025 results that underperformed S&P's last
published forecast (published Nov. 14, 2025), showing that the
cyber disruption impacted the trading, profitability, and working
capital, particularly of the food segment, more than we expected.
Cost inflation and intense competition from the
market-share-gaining big box grocers and discounters compounded on
volume headwinds in the wholesale segment, leading to the GBP100
million higher free operating cash flow (FOCF) after leases deficit
than we had previously forecast.

S&P said, "We revised our earnings forecast on Co-op for 2026-2028,
to reflect soft volume trends and cost headwinds that constrain a
quicker margin rebound. That said, as the group prioritizes cash
flow generation unwinding its working capital position and slimming
its capital expenditure (capex), we now expect positive FOCF after
leases of about GBP20 million annually in 2026-2027. Therefore, we
still expect S&P Global Ratings-adjusted debt to EBITDA of about
3.8x in 2026 and about 3.2x in 2027, despite the lower earnings
forecast, and liquidity sufficient to comfortably accommodate the
July 2026 debt repayment.

"We think that Co-op's creditworthiness is commensurate with the
current 'BB-' rating, supported by earnings growth underpinned by a
restored customer appeal of its assortment and the management's
tight capex management to improve FOCF and leverage. The group
reported S&P Global Ratings-adjusted EBITDA of GBP316 million
(compared with our previous forecast of GBP367 million for 2025)
and adjusted debt to EBITDA of 4.8x (compared with our previous
forecast of 3.3x). This is due to the more material tail impact of
cyber disruption than expected, including stock wastage as systems
relearned demand levels, changes in customer preferences, and
volume headwinds in the wholesale segment. While the cyberattack
and the pre-emptive shutdown of online systems had disrupted
product availability the most in the first half of 2025, we
understand that all systems are now fully operational, including
stock replenishment and logistics, with stock optimization
capabilities fully restored in line with our expectations. We
expect a restoration of customer proposition as promotional offers
normalize in 2026 following some carefully timed recovery of
systems. We expect the group to stabilize its market share in
managed convenience segment, on the back of membership expansion
and targeted assortment and pricing investments, as well as
continued growth in e-commerce and quick commerce. We still
forecast a rebound in the adjusted EBITDA margin to about 4% and
deleveraging toward 3.2x by 2027, although slower than our previous
expectation due to market-wide volume and cost headwinds. We now
expect positive FOCF after leases in 2026-2027, driven mostly by
the group's rationalized capex budget and some reversal of working
capital drag from a new finance enterprise resource planning (ERP)
system implemented in the last quarter of 2025, that offset the
lower earnings forecast. The recovery trajectory in our forecast,
coupled with Co-op's adequate liquidity, should provide some rating
buffer under its 'BB-' rating level."

Co-op's ability to stabilize its shares in a contracting market,
withstanding execution risk and competition pressure, is key to
maintaining the rating buffer. The group reported that the
underlying revenue for the food segment and the
business-to-business (B2B; wholesale) segment, excluding cyber
impact, increased by only 1.0% and declined by 2.2% respectively in
2025, compared to the contraction of 0.2% in the total convenience
market and a contraction of 1.8% in the symbols and independents
sector in the grocery market based on Circana data. This indicates
market-wide volume headwinds in the convenience space exacerbated
by the decline in tobacco and alcohol sales, and overall weak U.K.
consumer sentiment. It is not evident whether Co-op could adjust
its strategy quickly enough to changes in market dynamics, given
the magnitude of estimated losses and the length of the
cyberattack's tail impact on operations and customer behavior.
Co-op also needs to execute pricing and promotions to ensure its
offering remain attractive for budget-conscious consumers.

The group aims to drive recovery via membership, quick-commerce,
and tighter technology-facilitated execution of product assortment
and logistics. S&P said, "We expect that Co-op will improve in
customers' value perception and footfall that would offset some of
convenience market-wide volume headwinds. The group saw a 17%
increase in active membership and 12% increase in member spend in
2025, amid the cyberattack, exemplifying the sticky nature of
member behavior and its importance to driving recovery. We assume
that the rollout of the Group Commercial and Logistics business
since the third quarter of 2025 will underpin the group's operating
leverage by consolidating the buying functions to allow for better
cost prices and also more group-led, rather than supplier-led, and
strategic promotions. Year-to-date 2026, we note that Co-op's
market share (per Circana Convenience data) has already improved to
the level before the cyberattack, in line with our expectations.
Its average transaction volume per week has also largely recovered
to previous levels in a contracting market. In addition, we note
that the group is rolling out its high-growth franchise model and
new corporate partnerships in the wholesale segment to capture the
margin upside and mitigate market headwinds. As such, we expect
group revenue to increase by about 1%-2% in 2026-2027 annually.
While not part of our base case, we think there is some revenue
upside in the food and funeral segments from the consolidation of
Southern Co-operative Ltd., should Co-op complete the acquisition
announced on April 8, 2026, although it might take a few years to
materialize."

Profitability will improve over 2026-2027 amid persistent cost
pressures. S&P said, "We expect Co-op's profitability recovery in
2026 will be constrained by the tail impact of the cyberattack
including changes in customer behavior, ongoing input and labor
cost headwinds, and extended producer responsibility fees, as well
as some further exceptional costs from severance and professional
fees, that would absorb some of the topline recovery. We understand
that all systems are fully operational, including stock
replenishment and logistics, with stock optimization capabilities
fully restored per our expectations, after the systems went through
dark periods during the cyberattack and had to relearn demand
patterns. We think that the group's investments in technology and
store improvements, including electronic shelf edge labels, hybrid
tills, and tools on optimizing range and stock forecasting, will
drive revenue underpinning the benefits of operating leverage and
profitability margins in the long term, in addition to the growth
momentum from the higher-margin life services segments. Against the
backdrop of intense competition among food retailers, we expect
that adjusted EBITDA margins will improve to about 3.5% in 2026 and
4.0% in 2027 on the back of topline recovery, lower exceptional
costs, and the group's efforts in labor productivity and energy
cost efficiency. That said, margins remain lower than other retail
peers and offer little headroom for the effect of continued tough
market competition and more prolonged recovery trajectory from the
cyberattack."

S&P said, "We expect FOCF after leases to turn positive in 2026 on
the back of the management's tight cash flow control with
rationalized capex and some unwinding of working capital. We
understand that management intends to prioritize cash flow
generation and liquidity, by rationalizing their capex budget to
cover the routine hygiene and safety compliance of its store
network, store refreshment, and energy efficiency, while some other
trading-enhancing initiatives that take longer payback periods may
now take longer to implement. The planned disposal of some
underperforming estate would also reduce maintenance capex needs.
We now expect total capex of about GBP200 million in 2026, stepping
up to about GBP250 million in 2027, which is lower than our
previous forecast of at least GBP310 million annually. We also
expect about GBP30 million net working capital inflow by the end of
2026, unwinding some temporary drag from the remediation of the
cyberattack (exposure to volatility in stock levels as systems
recovered) and the new finance ERP system. Therefore, we expect
FOCF after leases of GBP20 million-GBP25 million in 2026-2027
compared to our previous forecast of GBP50 million-GBP70 million
outflow. We maintain our view that the group's weak cash flow
generation profile provides little cushion for unfavorable market
dynamics, untampered exceptional costs, or working capital
volatility.

"A financial policy and a track record of prudent debt and
liquidity management underpin Co-op's deleveraging and liquidity.
We view this as adequate, although the position is thinner than
expected from the profit hit and working capital drag during 2025.
We expect the group to deleverage with S&P Global Ratings-adjusted
net debt to EBITDA of about 3.8x in 2026 and about 3.2x in 2027,
although slower than anticipated due to a lower earnings forecast.
We forecast FFO to debt to improve to about 18% in 2026 and 23% in
2027. At the same time, hefty annual lease payments of GBP210
million-GBP220 million will contain any substantial improvement in
EBITDAR to cash interest and rent coverage. We expect this metric
to stay at 1.5x-1.7x in 2026-2027, compared with 1.9x in 2024 prior
to the cyberattack. The group's 2025 year-end cash balance of GBP93
million (net of some restricted cash) was about GBP50 million less
than our previous forecast, largely owing to higher-than-expected
working capital outflow and earnings hit from the cyber
disruptions, cost inflation, and underlying market trends.
Nevertheless, Co-op's liquidity remains adequate, underpinned by
the GBP350 million undrawn availability under the GBP400 million
RCF due November 2029 and the five-year GBP350 million delay-draw
term loan agreed in June 2025, for the timely repayment of the
GBP350 million senior notes maturing on July 7, 2026.

"We view the Somerfield litigation case as an event risk. We are
aware of the litigation claim against Co-op by the liquidators of
the Food Retailer Operations Ltd. regarding the transaction of the
Somerfield supermarket business, and that the trial was held in
Jan. and Feb. 2026. We note that Co-op did not book a provision on
this matter in its latest audited accounts. Given the lack of
visibility on the timeline and the form of resolution, we will
continue to monitor this closely and do not assume in our base case
any cash payment or legal provision (typically included in adjusted
debt) related to this matter.

"The stable outlook reflects our view that while Co-op is unlikely
to restore its profitability over the next 12-18 months, it will
strengthen cash generation and turn to positive FOCF after leases.
We forecast adjusted leverage of about 3.2x-3.8x and FFO to debt
approaching 20%. We expect the group will maintain adequate
liquidity, supported by GBP93 million accessible cash (in our
estimate) and at least GBP350 million availability under the GBP400
million RCF due in November 2029. We forecast that the group's FOCF
after leases will return to positive on the back of rationalized
capex budget and tighter working capital control, despite lower
earnings. We expect the group will maintain an adequate liquidity
cushion and covenant headroom."

S&P could lower the rating in the next 12-18 months if Co-op
struggles to recover its competitive position and earnings, or if
its cash flow generation or liquidity are weaker than it forecasts
such that:

-- S&P's adjusted credit metrics stay weaker for longer, with
either FFO to debt remaining substantially below 20% or debt to
EBITDA staying close to 4.0x;

-- S&P no longer expects FOCF after leases to turn sustainably
positive; or

-- Liquidity cushion falls to 1.2x of sources over uses or
covenant headroom shrinks to 15%.

S&P said, "For a higher rating, we would expect a group to
demonstrate a track record of stable profitability with all its
core operations (excluding the federal segment) generating at least
break-even EBITDA such that our adjusted EBITDA margin is
sustainably 5% or more, and structurally positive FOCF after leases
as the group returns to normalized capex levels."


CO-OPERATIVE GROUP: Wins Over GBP205MM Claim in Proj Chicago Matter
-------------------------------------------------------------------
Dina Kovacevic of insolvency-insider.co.uk reports that the
Co-operative Group has defeated a GBP205,000,000 liquidator
challenge arising from its 2015 "Project Chicago" restructuring of
the former Somerfield Stores business (now known as The Food
Retailer Operations), with the High Court holding that the
withdrawal of share capital from a registered society is not
equivalent to a company dividend or share buyback for transaction
at an undervalue purposes.

Project Chicago was a Co-op restructuring exercise implemented in
November 2015 after the group concluded that parts of the
Somerfield estate did not fit its "True North" convenience-store
strategy.  The first phase involved transferring freehold and
leasehold properties and other assets out of Somerfield to other
Co-op entities, with a stated value of approximately
GBP493,000,000. The acquisition was funded by withdrawals of share
capital from Somerfield totalling approximately GBP478,000,000 and
a loan account set-off initially intended to be approximately
GBP15,000,000.

The restructure left Somerfield with onerous leases and other
non-core properties.  Fifteen months later, on February 10, 2017,
Somerfield entered administration and later liquidation, leaving
unsecured creditor claims estimated at approximately GBP73,990,000
plus statutory interest, including approximately GBP37,130,000 in
landlord claims.

The liquidators argued that the share-capital withdrawals, or
alternatively the wider Project Chicago transaction, were
transactions at an undervalue because Somerfield received no
consideration.  They relied on the Sequana line of authority and
Dickinson v NAL Realisations, arguing that the withdrawals were
analogous to dividends or a company purchase of its own shares,
both of which can be vulnerable as no-consideration transactions.

insolvency-insider.co.uk relays that the Court rejected that
analogy. A registered society is structurally different from a
company: its members do not hold shares mainly to participate in
profits, and withdrawable share capital reflects the bargain struck
when the shares were subscribed. The original subscription price
was therefore consideration for the later withdrawal. That finding
was decisive and meant the section 238 claim failed.

insolvency-insider.co.uk adds that the Court also rejected the
liquidators' attempt to isolate the share-capital withdrawals from
the wider restructuring, holding that the relevant transaction was
a broader package involving a pension reorganisation, asset sales,
withdrawals of share capital and intersociety loan repayment. It
would be artificial to separate the withdrawals from the rest of
Project Chicago where the steps were intrinsically linked and none
would have occurred without the others.

The judgment nevertheless contains important alternative findings,
insolvency-insider.co.uk cites.  Although the Co-op respondents
defeated the transfer at an undervalue claim because the
share-capital withdrawals were supported by consideration, the
Court held that, if that conclusion was wrong and there had been a
transfer at an undervalue, the respondents would not have been
saved by the section 238(5) defence. They satisfied the subjective
good-faith limb, but failed the objective limb because there were
no reasonable grounds for believing Project Chicago would benefit
Somerfield, as opposed to the wider Co-op group.

The Court also addressed a point of wider importance on insolvency
causation. Although the liquidators accepted that Somerfield was
not insolvent before the impugned transaction, the Court found that
it became unable to pay its debts "in consequence of" the
transaction. The Court said section 240(2) should be given its
"ordinary natural meaning," so insolvency need not occur at the
same moment as the transaction. Rather, there has to be a
"sufficient causal connection" between the transaction and the
company becoming insolvent. The Court noted that sections 238 and
240 define creditor protection by reference to the relevant
lookback period, here two years before the insolvency event

The liquidators' preference claim also failed,
insolvency-insider.co.uk further cites.  The intersociety loan
repayment claim fell at the insolvency causation stage.  By trial,
the amount in issue had been reduced from the originally pleaded
figure of approximately GBP15,300,000 to about GBP4,600,000, and
the Court held that a repayment of that size could not, on its own,
have caused Somerfield to become unable to pay its debts.

The share capital withdrawal preference claim failed because the
respondents overcame the statutory presumption that Somerfield was
influenced by a desire to produce the preferential effect. The
Court accepted that the Somerfield directors were not motivated by
a wish to improve another entity's position in a future
liquidation, but by their belief that they faced a practical choice
between approving Project Chicago and risking the withdrawal of
group support, with potentially immediate insolvency consequences
for Somerfield, insolvency-insider.co.uk relays.

James Potts KC, Matthew Parfitt, Jack Rivett and Conor McLaughlin,
all of Erskine Chambers, and Andrew Short KC (instructed by
Addleshaw Goddard) acted for the Co-operative Group and its related
entities.


COMMERCIAL SYSTEMS: Interpath Advisory Appointed as Administrators
------------------------------------------------------------------
Commercial Systems International Limited was placed into
administration in the High Court of Justice, The Business and
Property Courts in Leeds, Court Number CR-2026-LDS-000455.  James
Ronald Alexander Lumb and Howard Smith of Interpath Advisory were
appointed as Joint Administrators on May 13, 2026.

The company, previously known as Commercial Systems Limited, was
into the manufacture of metal structures, doors and windows.  Its
registered office and principal trading address is 133 Marfleet
Avenue, Hull, HU9 5SA.

The Joint Administrators can be contacted at:

   James Ronald Alexander Lumb
   Howard Smith   
   Interpath Advisory  
   Interpath Ltd  
   4th Floor, Tailors Corner  
   Thirsk Row  
   Leeds LS1 4DP  

Further information:

   Contact: Becca Sargeant  
   Email: CSI@interpath.com  


MAZE THEORY: Cowgills Limited Appointed as Joint Administrators
---------------------------------------------------------------
Maze Theory Games Limited (trading as Maze Theory) was placed into
administration in the High Court of Justice, Business and Property
Courts in Manchester, Insolvency & Companies List (ChD), Court
Number 000718 of 2026.  Craig Johns and Jason Mark Elliott, both of
Cowgills Limited, were appointed as Joint Administrators on May 8,
2026.

The company is into video game development.  Its registered office
and principal trading address is 9 Charlotte Street, 9th Floor, Neo
Building, Manchester, M1 4ET.

The Joint Administrators can be contacted at:

   Craig Johns  
   Jason Mark Elliott  
   Cowgills Limited  
   Fourth Floor, Unit 5b  
   The Parklands  
   Bolton BL6 4SD  

Further information:

  Contact: Katie Parker  
  Tel: 0161 672 5763  
  Email: Katie.Parker@cowgills.co.uk  


NEW FORTRESS: Voting Deadline on UK Plan Set for June 9
-------------------------------------------------------
New Fortress Energy Inc. in a press release announced that it has
achieved the next step in the implementation of a consensual UK
Restructuring Plan ("UK RP").  On May 14, 2026, the High Court made
an order granting the Plan Companies permission to convene meetings
of their creditors for the purpose of reviewing and approving the
UK RP (the "Convening Order").

NFE previously announced on March 17, 2026, that it entered into a
Restructuring Support Agreement ("RSA") with its creditors as part
of the UK RP.  On April 20, 2026, NFE announced that its
subsidiaries, NFE Global Holdings Limited and NFE Brazil Newco
Limited, acting as Plan Companies, executed and published a
practice statement letter in connection with the UK RP.

Plan Meetings and Next Steps

In accordance with the Convening Order, the Plan Companies have
made the Explanatory Statement available to Plan Creditors on the
website maintained by Kroll: https://deals.is.kroll.com/nfe Further
details, including information on how Plan Creditors submit a vote,
are set out in the Explanatory Statement.

The deadline for submitting a voting instruction for voting at the
Plan Meeting is 10:00 p.m. (London) / 5:00 p.m. (New York) on June
9, 2026.  The Plan Meetings will be held on June 15, 2026.  The
Plan Meetings will be held as hybrid physical and virtual meetings,
with the physical meetings being held at the offices of Skadden,
Arps, Slate, Meagher & Flom (UK) LLP at 22 Bishopsgate, London EC2N
4BQ, United Kingdom.

The UK RP is subject to the sanction of the court.  The Sanction
Hearing is scheduled for June 18, 2026.  If sanctioned by the
court, the UK RP is expected to be implemented by the third quarter
of 2026, subject to customary conditions and regulatory approvals.

Creditors should contact the Information Agent at nfe@is.kroll.com
with any questions on accessing the Plan Documentation - including
to request provision of hard or electronic copies.

NFE Global Holdings Limited

Suite 1, 7th Floor
50 Broadway
London, SW1H 0BL
United Kingdom

NFE Brazil Newco Limited

Suite 1, 7th Floor
50 Broadway
London, SW1H 0DB
United Kingdom

                About New Fortress Energy Inc.

New Fortress Energy Inc. (NASDAQ: NFE) is a global energy
infrastructure company founded to address energy poverty and
accelerate the world’s transition to reliable, affordable, and
clean energy. The Company owns and operates natural gas and
liquefied natural gas (LNG) infrastructure and an integrated fleet
of ships and logistics assets to rapidly deliver turnkey energy
solutions to global markets. Collectively, the Company’s assets
and operations reinforce global energy security, enable economic
growth, enhance environmental stewardship and transform local
industries and communities around the world.


SUSSEX BAKES: Exigen Group Appointed as Joint Administrators
------------------------------------------------------------
Sussex Bakes Ltd (trading as More Food) was placed into
administration in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency & Companies List (ChD),
Court Number CR-2026-003649.  David Kemp and Richard Hunt, both of
Exigen Group Limited, were appointed as Joint Administrators on May
11, 2026.

The company was involved in the non-specialised wholesale of food,
beverages and tobacco.  Its registered office is Warehouse W, 3
Western Gateway, Royal Victoria Docks, London, E16 1BD.  Its
principal trading address is 4/5 Rutland Way, Chichester, West
Sussex, PO19 7RT.

The Joint Administrators can be contacted at:

   David Kemp  
   Richard Hunt  
   Exigen Group Limited  
   Warehouse W  
   3 Western Gateway  
   Royal Victoria Docks  
   London E16 1BD  

Further information:

   Contact: David Kemp  
   Tel: 0207 538 2222  


VOLTAIRE GROUP: BDO LLP Appointed as Administrators
---------------------------------------------------
Voltaire Group UK Holdings Limited was placed into administration
in the High Court of Justice, Business and Property Courts of
England and Wales, Insolvency and Companies List (ChD), Court
Number CR-2026-003603.  William Matthew Tait, Danny Dartnaill and
Mark Thornton of BDO LLP were appointed as Joint Administrators on
May 8, 2026.

The company previously traded as Study Group UK Limited and was
involved in general secondary education.  Its registered office and
principal trading address is Britannia House, 21 Station Street,
Brighton, England, BN1 4DE and is to be changed to c/o BDO LLP, 5
Temple Square, Temple Street, Liverpool, L2 5RH.

The Joint Administrators can be contacted at:

  William Matthew Tait  
  BDO LLP  
  55 Baker Street  
  London W1U 7EU  

  -- and --

  Danny Dartnaill  
  BDO LLP  
  Thames Tower  
  Level 12, Station Road  
  Reading RG1 1LX  

  -- and --

  Mark Thornton  
  BDO LLP  
  Central Square  
  29 Wellington Street  
  Leeds LS1 4DL  

Further information:

  Contact: Ben Wightman  
  Email: BRCMTLondonandSouthEast@bdo.co.uk  


WILLIAM BLAKE: Taken Over by Camphill Milton Keynes Communities
---------------------------------------------------------------
charitytoday.co.uk reports that Camphill Milton Keynes Communities
(Camphill MK), a long‑established charity supporting adults with
learning disabilities, has exchanged contracts to take on the care
and support services of William Blake House, a
Northamptonshire‑based charity providing residential support for
adults with learning disabilities.

The report relays that the transfer is now subject to regulatory
approvals, which are expected to be completed within the next
couple of months.  During that time, Camphill MK's focus is on
providing reassurance and stability for the residents, families and
staff of William Blake House following a difficult and uncertain
period earlier this year.

All current staff are being transferred as part of the transition
and will continue their work in Northamptonshire, supporting
residents they know well, the report adds.

In a separate report, bbc.com reported that the Charity Commission
in the UK monitored William Blake House in late 2025 over
"financial and governance concerns".

The charity owed more than GBP1,500,000 to HM Revenue and Customs
(HMRC) as of June 2025, bbc.com noted.

William Blake House was eventually placed into administration
proceedings in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency & Companies List (ChD),
Court Number: CR-2026-002540.  Adam Henry Stephens and Christopher
Allen of S&W Partners were appointed as administrators of the
Company on April 1, 2026.

The Administrators can be reached at:

   Adam Henry Stephens
   S&W Partners LLP
   c/o RRS Department
   45 Gresham Street
   London, EC2V 7BG

     -- and --

   Christopher Allen
   S&W Partners LLP
   c/o RRS Department
   14th Floor, 103 Colmore Row,
   Birmingham, B3 3AG

   Contact details: 0121 812 8018
   Alternative contact: Karen Webb




===============
X X X X X X X X
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[] BOOK REVIEW: To Protect Their Interests
------------------------------------------
The Invention and Exploitation of Corporate Bankruptcy

Author: Stephen J. Lubben
Publisher: Columbia University Press
Published Jan. 20, 2026.  408 pages.  
Hardcover $130 · Softcover $32 · Kindle $17.27
Available at
https://cup.columbia.edu/book/to-protect-their-interests/9780231213103/

Prof. Stephen J. Lubben traces the development of modern chapter 11
reorganization practice across more than a century of corporate and
legal experimentation in To Protect Their Interests.  Prof. Lubben
describes a system built not from sweeping legislative
breakthroughs but from incremental innovations.  He identifies
techniques borrowed, adapted, and repurposed by lawyers, judges,
and financiers working in an era when corporate law was forming
simultaneously.

In the decades following the Civil War, sprawling capital-intensive
railroad companies posed an unprecedented challenge.  They crossed
state lines, owed money to  investors scattered across the country
and abroad, and operated infrastructure too valuable to dismantle
through ordinary liquidation.  The traditional foreclosure remedy
was too blunt for enterprises dependent on continuous operation.
Insolvency practitioners turned to receivership, a device imported
from English equity practice.  Originally designed to hold assets
during litigation, receivership evolved into a mechanism to keep
trains running while investors negotiated new capital structures.

By the 1870s, creditors' bills were filed in coordinated fashion
across multiple jurisdictions.  Federal circuit judges, empowered
to sit across districts, issued receivership orders in several
states on the same day.  Senior management often served as
receivers, overseeing operations while bondholders and other
investors debated what a reconstituted enterprise might look like.
In many cases, the railroad never stopped running even as its
ownership and obligations were dismantled and rebuilt.

Railroads, operated in an environment shaped by state land grants,
speculative financing, and federal ambitions for transcontinental
routes, provided especially fertile ground for these emerging
techniques.  They became an early laboratory for reorganization
practice, and here Jay Gould enters the story. When Texas and
Pacific Railroad entered receivership on Dec. 15, 1885 (obligated
to pay bondholders 5% until their bonds matured in the year 2000),
Gould applied a coordinated set of existing restructuring tools at
a scale not seen before.  Prof. Lubben highlights this case as a
moment when the components of modern reorganization -- negotiated
plans, multi-jurisdictional filings, investor committees, and the
use of a new corporate shell -- appeared together in a unified
form.  Gould didn't invent these techniques, but this receivership
demonstrated a large, multi-state corporation could be reorganized
without liquidation.  This case served as a template others would
refine and replicate, including J.P. Morgan in the following
decade.

Prof. Lubben recounts how reorganizations reshaped corporate
ownership during this period. Shareholders typically retained their
interests only by paying assessments.  Those who couldn't or
wouldn't contribute were diluted or excluded. Bondholders who
cooperated with reorganization committees traded their defaulted
bonds for new securities.  Unsecured creditors who didn't
participate were left with claims against the old corporation,
which no longer held operating assets.

Public skepticism accompanied these developments. An 1882 political
cartoon reproduced in Prof. Lubben's work shows receivers hauling
away bags of "fees" from a sinking ship while policyholders
struggle in the water -- evidence these procedures had already
developed a reputation for complexity and high transaction costs.
Yet the system kept railroads operating. Reorganization preserved
going-concern value, maintained transportation links across vast
regions, and allowed companies to function while their financial
structures were rebuilt. It also normalized the idea that creditors
and investors could negotiate their rights through a
court-supervised process that didn't depend solely on statutory
instructions.

By the time Congress enacted the modern Bankruptcy Code in 1978,
many of the central features of chapter 11 were already long
established. The automatic stay, debtor-in-possession operation,
court-supervised plan negotiations, binding treatment of dissenting
creditors, and the creation of new corporate entities under
judicial protection all had predecessors in nineteenth century
railroad reorganizations.

Statutory developments played a role. New York's early
reorganization statute and the New Deal-era Chandler Act's
corporate bankruptcy provisions introduced oversight and formal
structure. But practice frequently led the way. When statutes were
too rigid, parties worked around them; when they aligned with
emerging norms, they codified techniques already in use.

The history Prof. Lubben reconstructs also resonates with the
structure of the modern profession. In later chapters, he shows how
major corporate reorganizations drew in attorneys from prominent
law firms. The W. T. Grant case files, for example, show Wachtell,
Lipton, Rosen & Katz stepping in as company counsel, while a young
associate -- Richard Krasnow of Weil Gotshal -- recorded minutes of
creditors' committee meetings. Prof. Lubben also notes a former
attorney from Sullivan & Cromwell who later chaired the Grand Union
Company, and documents the involvement of Cravath, Swaine & Moore
as the preferred counsel to the great investment houses.  Archived
interviews with Harvey Miller and Leonard Rosen, which Prof. Lubben
cites, illustrate how techniques developed in nineteenth-century
receiverships flowed into the sophisticated restructuring industry
handling the nation's largest bankruptcies today.

Prof. Lubben's account shows corporate bankruptcy as the product of
continuous adaptation among courts, corporations, financiers, and
legislators. The Texas railroads, the Gould receiverships, and the
later Morgan reorganizations didn't create a new system from
scratch. They refined and demonstrated a set of tools that
eventually coalesced into the chapter 11 process now used to
restructure large enterprises.  Today, Prof. Lubben observes,
Kirkland & Ellis "dominates the representation of large corporate
debtors," extending this lineage into the twenty-first century. He
credits Kirkland with helping establish Houston as a premier venue
for chapter 11 (and a similar migration to New Jersey),
illustrating how the institutional power once concentrated in
railroad financiers now resides in a national restructuring bar
adept at steering the forum, pace, and terms of modern
reorganizations.

Prof. Lubben isn't complimentary about private equity's role in
modern restructuring cases.  Sponsors often "run a company until it
falls down and then use the reorganization system to impose most of
the costs of failure on smaller parties," Prof. Lubben says, citing
Steward Health Care where Cerberus Capital "split off its ownership
of the hospitals in a transaction . . . to extract millions of
dollars," leaving behind "a hospital operator without hospitals."
In Caesars Entertainment's collapse, he says, Apollo Global
Management and TPG Capital engaged in "machinations" including
asset shifting and selective payments, pushing a plan to allow them
"to retain ownership and obtain releases for their prior behavior."
Other sponsors, like Bain Capital and Ares Management, Prof. Lubben
continues, appear in transactions where companies "borrowed
enthusiastically to fund the deal" and then faced
liability-management maneuvers "designed to gain 'runway' . . . but
most often . . . used to set up a subsequent chapter 11 case in a
way that benefits the debtor's private equity owner."  Private
equity-owned debtors, Prof. Lubben concludes, "act much as Jay
Gould or J. P. Morgan did a century ago, deferring to those with
power and ignoring those without.



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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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2026.  All rights reserved.  ISSN 1529-2754.

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