260605.mbx

260605.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Friday, June 5, 2026, Vol. 27, No. 112 Headlines F R A N C E MEDIAWAN HOLDING: Fitch Affirms 'B' LongTerm IDR, Outlook Stable G E O R G I A BANK OF GEORGIA: Moody's Rates New USD Sr. Unsecured Notes 'Ba2' G E R M A N Y PROCREDIT HOLIDING: Fitch Assigns 'B-(EXP)' Rating on AT1 Notes I R E L A N D ARBOUR CLO II: Moody's Affirms B3 Rating on EUR11.3MM F-R Notes AURIUM CLO II: Moody's Cuts Rating on EUR11.285MM F Notes to B3 BAIN CAPITAL 2018-1: Moody's Cuts Rating on EUR11.2MM F Notes to Ca PROVIDUS CLO VIII: Fitch Affirms 'B-sf' Rating on Class F-R Notes L U X E M B O U R G AMAGGI LUXEMBOURG: Fitch Puts 'BB-' Sr. Debt Rating on Watch Neg. EPHIOS SUBCO 1: Fitch Rates EUR730MM PIK Toggle Notes 'CCC+' N E T H E R L A N D S BOI FINANCE: Fitch Affirms 'B' Rating on Senior Unsecured Notes S P A I N CIRSA ENTERPRISES: Moody's Ups CFR to Ba3, Alters Outlook to Stable T U R K E Y GURMAT ELEKTRIK: Fitch Rates USD380MM USD Secured Notes 'B+' U N I T E D K I N G D O M ABSOLUTE POST: Oury Clark Appointed as Administrator BORR IHC: Moody's Rates Secured Notes Due 2032/2034 'B3' CASTELL 2025-1: S&P Affirms 'B+(sf)' Rating on Class F-Dfrd Notes DIONE BIDCO: Fitch Gives BB- Rating to EUR500MM Term Loan B RESIDENTIAL MORTGAGE 33: Fitch Affirms CCCsf Rating on Cl. F Notes ULIVING@ESSEX3: S&P Downgrades ICR to 'B', On Watch Negative - - - - - =========== F R A N C E =========== MEDIAWAN HOLDING: Fitch Affirms 'B' LongTerm IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Mediawan Holding SAS's Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also affirmed Mediawan Financing SAS's senior secured debt at 'B+' with a Recovery Rating of 'RR3'. The ratings reflect Mediawan's leading position as a prominent independent studio, focusing primarily on scripted content production activities, and its developing licensing platform. It benefits from long-term relationships with streaming platforms and premium home entertainment broadcasters but has a relatively concentrated customer base. The recent acquisition of the North Road Company (NRC) broadens Mediawan's scale, geographic reach, and genre mix, particularly in unscripted and documentary content. Fitch expects revenue growth to be driven by sustained high investment in Mediawan's production and licensing content, translating into some volatility in free cash flow (FCF). The Stable Outlook reflects Fitch's view that Mediawan's credit metrics will remain consistent with the 'B' rating. Key Rating Drivers Independent Production and Licensing Platform: The acquisition of NRC strengthens Mediawan's position as a leading independent content production platform, through offering a slightly more balanced mix across scripted and unscripted content, with the latter representing 48% of NRC's revenue (compared with 30% for Mediawan). Nevertheless, Mediawan remains predominantly focused on scripted content (about 62% pro forma) across TV, film, documentaries and animation. The company also benefits from its expanding licensing and distribution activities and acts as a one-stop shop for broadcasters, streamers and distributors, covering all genres and distribution channels. Combined Models Diversify Cash Flows: The combined platform balances Mediawan's ownership-driven licensing model with NRC's stable fee-based and customer-financed model, supporting diversified cash flows and reducing earnings volatility. Mediawan creates and produces content, retaining intellectual property (IP) rights. Its projects are generally backed by customer funding and tax credits, limiting upfront financial exposure. Mediawan generates additional income through content licensing after the initial broadcast window. This activity is cash-generative, although revenue can fluctuate with production schedules and the timing of distribution for successful titles. In contrast, NRC operates a fee-based business model in which customers fully finance projects and retain IP rights, limiting NRC's content ownership and back-end monetisation while supporting steadier fee income. Improved Geographic Reach: NRC's acquisition enhances Mediawan's geographic diversification, adding a stronger U.S. and U.K. presence and broadening its English-speaking content. Prior to the acquisition, the company's operations were concentrated in two countries, France and Germany, which together represented about 77% of total revenue (41% and 36%, respectively). This exposure will fall to 58%, with the U.S. and U.K. now representing 30% of pro forma revenue (18% and 12%, respectively). Concentrated Customer Portfolio: Customer concentration remains high after the NRC acquisition, with the top 10 customers representing close to 60% of pro forma production revenue. NRC increases exposure to over-the-top platforms, but reliance is heightened, with Netflix representing nearly half of NRC's 2025 revenue. Fitch expects this to be reduced by a larger share of future revenue from Apple, while the two streamers remain Mediawan's two largest customers and represent about 30% of pro forma production revenue in 2026. This aligns with the industry's ongoing shift toward streaming platforms as dominant content buyers. Portfolio Mix Affects Margin: Fitch anticipates that lower-margin production revenue will grow faster than the licensing and distribution segment. The NRC's fee-based model, which supports a higher margin of about 20%, partly offsets the mix-driven pressure on group margins but does not fully counteract the expected decline given the continued faster growth of lower-margin production revenue. Fitch forecasts Fitch-defined EBITDA margins to increase to 12.5% in 2026 from 11.5% in 2025, due to NRC's contribution. Fitch then expects it to decline slightly to 12.2% in the following three years due to the revenue mix effect. Neutral to Positive FCF: Fitch forecasts Mediawan's FCF to remain broadly neutral in 2026, constrained by production capex of about 9% of sales, reflecting content pre-financing needs. This should be partly offset by positive working-capital inflows from customer advance payments on production projects. Fitch anticipates the FCF margin to rise to about 2% by 2029 as capex intensity gradually declines. FCF should become more stable over time as the growing IP library reduces reliance on production activity. In addition, NRC's greater exposure to unscripted content, alongside its fee-based model, should support steadier cash flow and reduce operational volatility across the group. Neutral Leverage Impact: The acquisition is broadly neutral to pro forma leverage, with NRC's EBITDA contribution largely offsetting an EUR225 million increase in debt. Fitch expects Fitch-EBITDA gross leverage to improve slightly to 5.5x by end-2026 from 5.6x in 2025, before gradually declining to 5.3x by 2028. Mediawan's leverage is moderate for the sector, given FCF volatility and potential swings in IP-related film and TV content. Its leverage calculations include EUR238 million production funding, raised at the production studio level to bridge funding shortfalls, and secured by IP rights and customer revenue, with no recourse to Mediawan. Likely Opportunistic M&A Strategy: Fitch expects Mediawan to focus on integrating NRC within the group. However, Fitch expects Mediawan to retain its opportunistic stance on acquisitions, particularly if suitable entities, such as smaller production labels, emerge in a consolidating industry. This is not included in its base case projections, as it is considered event risk, and will be reviewed if and when it materialises. Peer Analysis Mediawan's direct peers include other Fitch-rated content producer and distributor Banijay S.A.S. (B+/Stable) and integrated media business ITV plc (BBB-/Stable), which includes its own content producing subsidiary, ITV Studios. Banijay is larger, has more geographic reach, and a focus on non-scripted content that contributes to steadier cash flow and less operational fluctuation. However, Mediawan's high-quality scripted content also has the potential to ensure stable cash flow through its licensing and distribution division. Banijay's IDR is influenced by Fitch's assessment of the robustness of its parent company, Banijay Group N.V., resulting in a one-notch uplift from Banijay's 'b' Standalone Credit Profile (SCP). ITV Studios is also larger than Mediawan but has weaker geographic diversification and direct exposure to the secular challenges of the linear broadcasting division. This is balanced by a strong market position in the UK as a vertically integrated public service broadcaster, stronger financial flexibility and much lower leverage. Fitch’s Key Rating-Case Assumptions - Revenue growth of about 20% in 2026, reflecting NRC pro forma contribution, followed by mid-single digit growth in 2027-2029 - EBITDA margin increasing to 12.5% in 2026 due to NRC contribution and stabilising at 12.2% in 2027-2029 - Fitch-defined capex in 2026 at 9% of sales, before gradually declining to 7.5% in 2028-2029 - M&A-related cash outflows (excluding NRC's upfront payment) averaging EUR60 million annually in 2026-2029 - Annual increase in recourse to production credits in line with revenue growth 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 ('b+', Moderate), sector characteristics ('bb+', Lower), market and competitive positioning ('b+', Higher), diversification and asset quality ('bb+', Lower), company operational characteristics ('bb', Moderate), profitability ('bb-', Moderate), financial structure ('b-', Higher), and financial flexibility ('b', Moderate). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. B+ to CC considerations apply in its analysis and have no impact. The governance assessment of 'some deficiencies' has no impact. The operating environment assessment of 'a+' has no impact. The SCP is 'b'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'B'. Recovery Analysis Its recovery analysis assumes that Mediawan will be considered a going concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated. This is because most of its value lies within its production and rights management capabilities, strengthened by long-dated client relationships and IP portfolio. Fitch assesses GC EBITDA at EUR135 million, after corrective measures and a restructuring of its capital structure allowing Mediawan to retain a viable business model. Financial distress leading to a restructuring may be driven by Mediawan losing some of its customer contracts, alongside the progressively deteriorating quality of its IP portfolio. A distressed enterprise value multiple of 5.5x is applied to GC EBITDA to calculate a post-restructuring valuation. Its estimates of creditor claims include its two fully drawn term loans B (TLB) of respectively EUR575 million and EUR225 million, as well as an equally ranking EUR275 million revolving credit facility (RCF). Mediawan has access to incentive programmes and tax credits to fund content production costs. The company uses dedicated facilities to bridge the timing variations between content creation outflows and associated receipts. The use of these facilities fluctuates based on changes to the content creation schedules and tax receipt timing. The facilities are raised at the level of each production studio and are secured by broadcaster receivables and tax credits associated with the ongoing seasons. Fitch recognises the necessity of the facilities as a funding source and includes them in its leverage calculations. However, Fitch excludes them from its recovery analysis, as Fitch assumes they are likely to remain in place during distress. After deducting 10% for administrative claims, this generates a ranked recovery in the 'RR3' band, leading to a 'B+' instrument rating for the TLBs and RCF, ranking pari passu with each other. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Total debt/Fitch-calculated EBITDA deteriorating to above 6.0x, due to EBITDA margin contraction or greater recourse to debt-funded acquisitions - More volatile FCF generation due to weaker cash conversion from production investments - EBITDA interest cover remaining below 2.8x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Revenue growth and EBITDA margin expansion resulting in total debt/Fitch-calculated EBITDA sustainably below 5.0x with a conservative funding mix of cash and debt or equity-funded M&A - Lower reliance on scripted production revenue and consolidation of the licensing business leading to lower capex requirements and consistently positive FCF generation through the cycle - EBITDA interest cover sustained above 3.5x Liquidity and Debt Structure At end-2025, Mediawan had cash and cash equivalents of EUR174 million. Fitch expects it to be able to sustain most of its cash on balance sheet despite continued high investments and acquisitions earn-outs over the period. Consequently, Fitch does not see any meaningful liquidity risks. In addition, the company has access to a EUR275 million fully undrawn committed RCF with no major debt maturity before 2031. Issuer Profile Mediawan is a prominent independent scripted and unscripted content production platform with licensing and distribution activities. 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 Mediawan. 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 ----------- ------ -------- ----- Mediawan Holding SAS LT IDR B Affirmed B Mediawan Financing SAS senior secured LT B+ Affirmed RR3 B+ ============= G E O R G I A ============= BANK OF GEORGIA: Moody's Rates New USD Sr. Unsecured Notes 'Ba2' ---------------------------------------------------------------- Moody's Ratings has assigned a Ba2 foreign-currency senior unsecured rating to JSC Bank of Georgia (BoG)'s planned issuance of USD-denominated notes. The outlook on the Ba2 rating is negative. The proposed notes will constitute senior unsecured obligations of BoG ranking at least pari passu in right of payment with the claims of all other unsecured and unsubordinated creditors of BoG. RATINGS RATIONALE ASSIGNMENT OF SENIOR UNSECURED RATING The Ba2 rating assigned to the notes reflects the bank's ba2 Baseline Credit Assessment (BCA). The rating does not benefit from government support uplift despite BoG's significant systemic importance because the bank's ba2 Adjusted BCA is in line with the Government of Georgia Ba2 issuer and senior unsecured bond ratings. BoG's ba2 BCA reflects its strong profitability, driven by its entrenched domestic market position, and solid capitalisation. These strengths are balanced by elevated asset risks from the bank's considerable foreign-currency lending along with high credit growth. At the same time, high deposit dollarisation and some reliance on non-resident deposits further constrain the bank's funding profile, although mitigated by good liquidity. RATING OUTLOOK The negative outlook on the Ba2 foreign-currency senior unsecured rating is driven by the negative outlook on the Government of Georgia, similarly to the negative outlook on BoG's Ba2 long-term deposit and local-currency senior unsecured ratings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING An upgrade of the foreign-currency senior unsecured rating is unlikely given the negative outlook. However, the outlook may change back to stable if the outlook on the sovereign changes to stable. The foreign-currency senior unsecured rating could be downgraded in case the Government of Georgia's sovereign rating is downgraded. The rating could also be downgraded if operating conditions weaken (as reflected in Moody's Macro Profile for the country), or if the bank's solvency and liquidity were to deteriorate materially. Specifically, this could be the result of a sharp rise in problem loans, significant capital outflows or a material increase in deposit dollarisation, and a large depreciation of the Georgian lari. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Banks published in November 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. ============= G E R M A N Y ============= PROCREDIT HOLIDING: Fitch Assigns 'B-(EXP)' Rating on AT1 Notes --------------------------------------------------------------- Fitch Ratings has assigned ProCredit Holding AG's (PCH; BBB/ Stable) planned issue of additional Tier 1 (AT1) instruments an expected rating of 'B-(EXP)'. The assignment of the final rating is contingent on the receipt of final documents conforming to the information that Fitch has already received. All other issuer and debt ratings are unaffected. Key Rating Drivers PCH's AT1 notes are rated four notches below its 'bb' Viability Rating (VR), comprising two notches for loss severity, in the absence of shareholder support, due to deep subordination and two notches for incremental non-performance risk relative to the anchor VR, given their fully discretionary, non-cumulative coupons. The VR is used as the anchor rating for this instrument as it best indicates the risk of the issuer becoming non-viable and reflects its view that extraordinary support from PCH's largest international financial institution's (KfW; AAA/Stable) shareholder is less likely to fully extend to non-senior obligations. The notching is in line with Fitch's baseline notching for AT1 instruments. Fitch has not applied additional notching for non-performance risk as the bank operates with adequate headroom above its mandatory coupon-omission trigger, which Fitch expects to continue. At end-2025, PCH's common equity Tier 1 (CET1) ratio was 13.1%, above its regulatory minimum requirement of 10.3%, and the buffer above the maximum distributable amount restriction point was more than 100bp. The AT1 issue is intended to improve PCH's buffers above its minimum total capital ratio requirement and support planned loan growth. The notes will be subject to partial or full write-down if PCH's consolidated CET1 ratio falls below 5.125%. For more information about PCH's other ratings see 'Fitch Affirms ProCredit Holding AG and ProCredit Bank AG at 'BBB'; Outlook Stable' published on 14 April 2026. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The notes would likely be downgraded if PCH's VR is downgraded. The ratings of the AT1 notes could also be downgraded if Fitch perceives a heightened risk that the bank's capital cushion above the maximum distributable amount trigger point could fall below 100bp. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The notes would likely be upgraded if PCH's VR is upgraded. 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 ----------- ------ ProCredit Holding AG Subordinated LT B-(EXP) Expected Rating ============= I R E L A N D ============= ARBOUR CLO II: Moody's Affirms B3 Rating on EUR11.3MM F-R Notes --------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Arbour CLO II Designated Activity Company: EUR27,700,000 Class B-1-R Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jun 15, 2021 Definitive Rating Assigned Aa2 (sf) EUR12,300,000 Class B-2-R Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jun 15, 2021 Definitive Rating Assigned Aa2 (sf) EUR25,000,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A1 (sf); previously on Jun 15, 2021 Definitive Rating Assigned A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR248,000,000 (Current outstanding amount EUR246,160,751) Class A-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jun 15, 2021 Definitive Rating Assigned Aaa (sf) EUR27,000,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jun 15, 2021 Definitive Rating Assigned Baa3 (sf) EUR21,200,000 Class E-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Jun 15, 2021 Definitive Rating Assigned Ba3 (sf) EUR11,300,000 Class F-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Jun 15, 2021 Definitive Rating Assigned B3 (sf) Arbour CLO II Designated Activity Company, originally issued in January 2015, refinanced in May 2017 and reset in June 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Oaktree Capital Management (UK) LLP. The transaction's reinvestment period ended in January 2026. RATINGS RATIONALE The rating upgrades on the Class B-1-R, Class B-2-R and Class C-R notes are primarily a result of the benefit of the transaction having reached the end of the reinvestment period in January 2026. The affirmations on the ratings on the Class A-R, Class D-R, Class E-R and Class F-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR394.9m Defaulted Securities: EUR0.4m Diversity Score: 59 Weighted Average Rating Factor (WARF): 3089 Weighted Average Life (WAL): 3.79 years Weighted Average Spread (WAS): 3.66% Weighted Average Coupon (WAC): 3.48% Weighted Average Recovery Rate (WARR): 42.64% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Moody's notes that the April 2026 trustee report was published at the time Moody's were completing Moody's analysis of the March 2026 data. Key portfolio metrics such as WARF, diversity score, weighted average spread and life, and OC ratios exhibit little or no change between these dates. The principal methodology used in these ratings was "Collateralized Loan Obligations" published in April 2026. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank and swap provider, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. AURIUM CLO II: Moody's Cuts Rating on EUR11.285MM F Notes to B3 --------------------------------------------------------------- Moody's Ratings has taken a variety of rating actions on the following notes issued by Aurium CLO II Designated Activity Company: EUR35,000,000 Class B Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jul 8, 2021 Definitive Rating Assigned Aa2 (sf) EUR11,285,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Downgraded to B3 (sf); previously on Jul 8, 2021 Definitive Rating Assigned B2 (sf) Moody's have also affirmed the ratings on the following notes: EUR187,000,000 (Current outstanding amount EUR186,961,273) Class A-1 Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jul 8, 2021 Definitive Rating Assigned Aaa (sf) EUR30,000,000 Class A-2 Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jul 8, 2021 Definitive Rating Assigned Aaa (sf) EUR24,500,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed A2 (sf); previously on Jul 8, 2021 Definitive Rating Assigned A2 (sf) EUR21,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jul 8, 2021 Definitive Rating Assigned Baa3 (sf) EUR17,500,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba2 (sf); previously on Jul 8, 2021 Definitive Rating Assigned Ba2 (sf) Aurium CLO II Designated Activity Company, issued in June 2016 and refinanced in July 2018 and July 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Spire Management Limited. The transaction's reinvestment period ended in December 2025. RATINGS RATIONALE The rating upgrade on the Class B notes is primarily a result of the benefit of the transaction having reached the end of the reinvestment period in December 2025. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The downgrade on the ratings on the Class F notes is primarily a result of the deterioration in over-collateralisation ratios since the payment date in June 2025. The over-collateralisation ratios of the rated notes have deteriorated since the payment date in June 2025. According to the trustee report dated June 2025[1] the Class F OC ratio is reported at 105.8% compared to March 2026[2] level of 104.7%. The affirmations on the ratings on the Class A-1, Class A-2, Class C, Class D and Class E notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR341.4 million Defaulted Securities: EUR2.1 million Diversity Score: 51 Weighted Average Rating Factor (WARF): 2952 Weighted Average Life (WAL): 4.1 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.5% Weighted Average Coupon (WAC): 3.0% Weighted Average Recovery Rate (WARR): 43.8% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in April 2026. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. BAIN CAPITAL 2018-1: Moody's Cuts Rating on EUR11.2MM F Notes to Ca ------------------------------------------------------------------- Moody's Ratings has downgraded the rating on the following notes issued by Bain Capital Euro CLO 2018-1 Designated Activity Company: EUR11,200,000 (Current outstanding amount EUR11,319,873) Class F Senior Secured Deferrable Floating Rate Notes due 2032, Downgraded to Ca (sf); previously on Jul 11, 2025 Downgraded to Caa2 (sf) Bain Capital Euro CLO 2018-1 Designated Activity Company, issued in May 2018, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Bain Capital Credit, Ltd. The transaction's reinvestment period ended in April 2022. A comprehensive review of all credit ratings for the respective transaction(s) has been conducted during a rating committee. RATINGS RATIONALE The rating downgrade on the Class F notes is primarily based on Moody's expectations of the ultimate loss-given-default on the notes as a percent of their original principal balance. On April 27, 2026, Moody's were informed that in connection with an optional redemption, the noteholders of Class F notes agreed to receive an amount less than the original principal amount and waive interest and deferred interest due. According to the May 2026[1] trustee report, the portfolio is composed of EUR33.6m cash and EUR4.8m of assets. Following the notice of Redemption Threshold Amount on May 21, 2026, EUR31.2m will be used to repay the Class D and E notes, and the rest will be distributed to the Class F noteholders, leading to the termination of this transaction. Methodology Underlying the Rating Action: The principal methodology used in this rating was "Collateralized Loan Obligations" published in April 2026. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the rating: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. In addition to the quantitative factors, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. PROVIDUS CLO VIII: Fitch Affirms 'B-sf' Rating on Class F-R Notes ----------------------------------------------------------------- Fitch Ratings has assigned Providus CLO VIII DAC's refinancing notes final ratings and affirmed its existing F-R notes. Entity/Debt Rating Prior ----------- ------ ----- Providus CLO VIII DAC A-R XS2905408014 LT PIFsf Paid In Full AAAsf A-R-R XS3385532000 LT AAAsf New Rating B-R XS2905408105 LT PIFsf Paid In Full AAsf B-R-R XS3385532265 LT AAsf New Rating C-R XS2905408527 LT PIFsf Paid In Full Asf C-R-R XS3385532422 LT Asf New Rating D-R XS2905408873 LT PIFsf Paid In Full BBB-sf D-R-R XS3385532778 LT BBB-sf New Rating E-R XS2905409095 LT PIFsf Paid In Full BB-sf E-R-R XS3385532935 LT BB-sf New Rating F-R XS2905409251 LT B-sf Affirmed B-sf Transaction Summary Providus CLO VIII 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, and is managed by Permira European CLO Manager LLP. Net proceeds from the refinancing notes were used to redeem the existing notes, except for the class F-R notes and the subordinated notes. The CLO has 2.9 years remaining in the reinvestment period and a seven-year weighted average life (WAL) test at closing of the refinancing, with an original target par of EUR425 million. The deal originally closed in April 2023 and was reset in October 2024. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch-calculated weighted average rating factor of the identified portfolio is 25.1. Strong Recovery Expectation (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 of the identified portfolio is 61.3%. Diversified Portfolio (Positive): The transaction has various concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): Two of the transaction's Fitch matrices were updated in connection with this refinancing, corresponding to a WAL covenant of seven years. The two matrices correspond to fixed-rate asset limits of 5% and 12.5% respectively. The transaction has a six-year reinvestment period, which is governed by reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a Fitch-stressed portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Neutral): The WAL for the transaction's Fitch-stressed portfolio and matrices analysis is in line with the WAL covenant, which, under Fitch's criteria, is below the floor with no further reduction. In addition, its analysis has considered that the transaction is about 0.5% below the target par of EUR425 million. 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 lead to downgrades of one notch each for the class B-R-R, D-R-R and E-R-R notes, two notches for the C-R-R notes, and to 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-R notes have a one-notch rating cushion and the class B-R-R, D-R-R, E-R-R and F-R notes each have a two-notch rating cushion, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to three notches each across the capital structure. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each across the capital structure. 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 Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Providus CLO VIII 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. =================== L U X E M B O U R G =================== AMAGGI LUXEMBOURG: Fitch Puts 'BB-' Sr. Debt Rating on Watch Neg. ----------------------------------------------------------------- Fitch Ratings has placed on Rating Watch Negative (RWN) Andre Maggi Participacoes S.A.'s (Amaggi) 'BB-' Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) as well as Amaggi Luxembourg International S.a r.l.'s 'BB-' senior debt and Amaggi's 'AA(bra)' Long-Term National Scale Rating. The RWN follows the recently announced acquisition of a 40% stake in FS Industria de Combustiveis Ltda. and related companies, financed with USD700 million of new debt. Fitch believes the transaction weakens Amaggi's credit profile and financial flexibility. RMI leverage and net leverage will rise to 7.1x and 4.0x, respectively, levels not commensurate with the 'BB' category. Metrics will likely remain elevated longer than previously expected as deleveraging progresses. Although the deal supports diversification, Amaggi's access to FS's cash flow will be limited to dividend distributions. The acquisition is still pending antitrust approvals and, if completed, the ratings will likely be downgraded by one notch. Key Rating Drivers Prolonged High Leverage: The acquisition of a 40% stake in FS will substantially increase Amaggi's leverage and reduce its financial flexibility. Fitch expects the transaction to weaken the company's credit metrics relative to previous expectations, with RMI-leverage of 7.1x in 2026, 6.6x in 2027 and 6.1x in 2028, and RMI net leverage remaining above 4.0x during the same period. This compares unfavorably with the current rating sensitivities and increases downside risks if operating performance is weaker than expected or deleveraging is delayed. Strategic Benefits Support Business Profile: Fitch believes the acquisition could strengthen Amaggi's business profile because it enhances diversification and increases integration in the corn value chain. The investment should expand the issuer's exposure to value-added products and support a broader operating platform. These benefits, however, are offset in the near to medium term by the additional pressure on the financial profile. Stable Soybeans Outlook: Fitch's base case assumes that soybean production in Mato Grosso in 2026 will be in line with 2025 at around 51 million tons. After a challenging 2024, expected production provides healthier competition for origination by improving margin spreads and diluting logistics expenses for traders, as well as improving margins for farmers in the region. However, El Niño developments in 2H26 add downside risk to Fitch's assumptions due to potential drought and irregular rainfall and could affect production and yields. For 2027, Fitch expects soybean production to decline due to higher fertilizer and freight costs from the Iran conflict. Commodities Prices: Fitch assumes soybean prices of USD11.30 per bushel in 2026 and USD11.10 per bushel in 2027, as well as corn prices of USD4.47 per bushel in 2026 and 2027. These prices should not pressure the working capital needs of commodity trading companies. However, fertilizer prices in the second half of 2026 warrant monitoring because they will affect soybean crop costs for harvest in the first quarter of 2027. Competitive Structure in Mato Grosso: Amaggi's capacity to process large volumes, thanks to its logistics, enables the group to compete with large multinational grain companies such as Archer Daniels Midland Company (ADM; A/Negative), Cargill Incorporated, and Bunge Global S.A. (Bunge; BBB+/Stable) in the acquisition of grains in Mato Grosso, which is the largest soy and corn producing region in Brazil. Counterparty Risks: Financing provided to farmers is subject to strict criteria and is secured by rural credit notes. No single producer represents more than 1.4% of Amaggi's annual origination. As a large agricultural producer with farmlands in different locations, the company follows the development of the crop over different locations in the state. EBITDA Margins Around 5.3%: Fitch forecasts EBITDA margins of around 5.3% in 2026 versus 3.6% in 2024 and 6.1% in 2025. The crop failure in Mato Grosso in 2024 impacted the group's overall performance, but the strong performance of the 2025 crop season was important for margin recovery. Fitch projects cash flow from operations of USD209 million in 2026 and USD252 million in 2027. Peer Analysis Fitch views Amaggi's business risk profile as weak relative to its peers Bunge, Cargill and ADM. Amaggi has a smaller operational scale, lower diversification, and substantial concentration in one region. Although Amaggi's consolidated profitability is adequate, it remains exposed to intense industry competition from large international groups with strong credit profiles. Fitch’s Key Rating-Case Assumptions - Soybeans prices of USD11.30 per bushel in 2026 and USD11.10 per bushel in 2027; - Corn prices of USD4.47 per bushel in 2026 and in 2027; - Cotton prices of USD71 cents per pound in 2026 and USD74 cents per pound in 2027; - Total investments of USD416 million in 2026 and USD425 million in 2027. 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 (bb+, Moderate), market and competitive positioning (bb-, Higher), diversification and asset quality (bb, Moderate), company operational characteristics (bbb-, Moderate), profitability (a-, Lower), financial structure (b-, Moderate), and financial flexibility (bb, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - 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 Foreign Currency and Local Currency IDRs of 'BB-'. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Loss of business diversification; - RMI-adjusted net leverage (RMI adjusted total net debt to operating EBITDA) above 4.0x on a sustainable basis; - RMI-adjusted gross leverage (RMI adjusted total gross debt to operating EBITDA) above 4.5x on a sustainable basis; - Liquidity ratio (cash and marketable securities + RMI + account receivables/total short liabilities) below 0.8x at year-end; - RMI-adjusted EBITDA/interest paid below 2.3x; - Secured debt/EBITDA above 2.5x; - A multi-notch downgrade of Brazil's Country Ceiling and inability to cover hard currency interest expenses by offshore cash and exports. The RWN would be resolved with a downgrade upon confirmation of the transaction's closing and funding from a new USD700 million facilities plus up to USD150 million in an intercompany loan from its sister company in Europe. Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Improved scale and geographical diversification; - RMI-adjusted net leverage (RMI adjusted total net debt to operating EBITDA) below 3.0x on a sustained basis; - RMI-adjusted gross leverage (RMI adjusted total gross debt to operating EBITDA) below 3.5x on a sustainable basis; - Liquidity ratio (cash and marketable securities + RMI + account receivables/total short-term liability) above 1x on a sustainable basis; - Secured debt/EBITDA below 1x. Liquidity and Debt Structure Amaggi's financial flexibility weakens post-transaction following an increase in gross leverage and higher medium-term refinancing risks. Liquidity headroom to absorb shocks inherent to the business have also diminished. However, the company has demonstrated access to diversified sources of external liquidity for short-term working capital along with cash, short-term marketable securities, and high levels of liquid RMI, . As of Dec. 31, 2025, Amaggi reported consolidated cash and marketable securities of USD870 million and USD890 million of short-term debt. The company also has access to several uncommitted bank lines and maintains a minimum cash policy of USD400 million. The company's liquidity ratio, based on cash, receivables, RMI and derivatives divided by total current liabilities, was 1.0x as of Dec. 31, 2025. On a pro forma basis, Amaggi's debt amortization profile would be USD1.2 billion in 2026, USD765 million in 2027 and USD1.3 billion in 2028. Issuer Profile Amaggi is Brazil's fourth largest soft commodity trader, trading around 18 million tons of grains annually. It is the third largest agricultural producer with 386,000 hectares of farmland. Amaggi operates across the agribusiness chain including farming, trading, processing and logistics. 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 Amaggi. ESG Considerations Andre Maggi Participacoes S.A. has an ESG Relevance Score of '4' for Waste & Hazardous Materials Management; Ecological Impacts due to the ecological impact of its land use. A large amount of the grain in its commodity business comes from the Amazon and Cerrado biomes. This has a negative impact on the company's credit profile and is relevant to the ratings in conjunction with other factors. Andre Maggi Participacoes S.A. has an ESG Relevance Score of '4' for Group Structure due to due to the existence of related-party transactions, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. Andre Maggi Participacoes S.A. has an ESG Relevance Score of '4' for Governance Structure due to the lack of board independence given that the company is privately controlled, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Amaggi Luxembourg International S.a r.l. senior unsecured LT BB- Rating Watch On BB- Andre Maggi Participacoes S.A. LT IDR BB- Rating Watch On BB- LC LT IDR BB- Rating Watch On BB- Natl LT AA(bra)Rating Watch On AA(bra) EPHIOS SUBCO 1: Fitch Rates EUR730MM PIK Toggle Notes 'CCC+' ------------------------------------------------------------ Fitch Ratings has assigned Ephios Subco 1 S.a.r.L.'s EUR370 million structurally and contractually subordinated payment in kind (PIK) toggle notes a final 'CCC+' subordinated rating with a Recovery Rating of 'RR6'. Proceeds from the notes have been used to refinance EUR370 million of the outstanding EUR400 million PIK loan with the remaining EUR30 million having been amended and extended (A&E) until January 2032 with both treated as debt. Following the issuance, Fitch-calculated leverage will temporarily increase in 2026 above the sensitivities for Ephios Subco 3 S.a.r.l.'s (Synlab) 'B' Long-Term Issuer Default Rating (IDR), given Fitch's debt treatment for the new PIK notes. The IDR is supported by strong visibility of revenue and margin growth through 2027, allowing leverage to ease into the sensitivities over the next 18 to 24 months. Its expectations of neutral to positive free cash flow (FCF) generation, adequate EBITDAR fixed charge coverage and Synlab's ability to deleverage underpin the Stable Outlook. Key Rating Drivers PIK Notes Debt Treatment: Synlab issued new PIK toggle notes of EUR370 million due January 2032 that are structurally and contractually subordinated to the existing senior secured and unsecured debt. The notes features, mainly the "pay if you can" interest regime subject to a minimum balance sheet cash level restriction, drive Fitch's treatment as debt of the rated entity. Temporary Spike in Leverage: The issuance has increased Synlab's gross debt, leading to a deterioration in leverage metrics. Fitch expects Fitch calculated EBITDAR gross leverage to rise to 7.8x (7.4x net) at end-2026, above the negative leverage sensitivity for the 'B' rating. Nevertheless, Fitch expects an improvement in gross leverage to below 7.5x in 2027 and below 7.0x in 2028, driven by its expectations of organic revenue growth close to 3% annually and modest margin expansion. Fitch expects EBITDAR fixed charge coverage to remain around 1.7x-2.0x during 2026-2029, adequate for the 'B' rating. Its rating case does not factor in faster deleveraging through divestments of non-core countries or portfolio pruning at attractive multiples. However, the Stable Outlook is supported by the financial flexibility these strategic options provide. Fitch understands management intends to pursue these options selectively, as it did in 2025, depending on its ability to divest at attractive valuations. Financial Policy Key to Rating: Any further rise in debt, debt-funded acquisitions or dividend distributions might further pressure the already exhausted leverage headroom, potentially driving negative rating action. The expected deleveraging is driven by the assumed operating performance improvements, but also implies a more conservative financial policy, abstaining from shareholders distributions and potential divestment-led deleveraging. Steady Margin Recovery: Synlab's Fitch-defined EBITDA margin (calculated excluding IFRS16 lease-related expenses) improved in 2025 to 9.7% from 8.9% in 2024 (pro forma for a cyberattack). Fitch forecasts a further gradual rise in margins, supported by the cost optimisation programme, portfolio optimisation focusing on core markets and disposal of non-core assets. Fitch expects the Fitch-defined EBITDA margin to expand towards 11% in 2026, gradually improving towards 13% by 2029. Neutral FCF to Improve: Fitch forecasts marginally negative FCF generation in 2026 due to ongoing capex programmes, high interest expenses and reorganisation costs in some countries. Fitch expects the FCF margin to be slightly positive in 2027 and to gradually improve towards 2.5% in 2029, driven by higher EBITDA and lower capex intensity. Defensive Sector, Reimbursement Pressure: Fitch views lab testing as a defensive and non-cyclical industry. The sector benefits from structurally rising demand, supported by the growing prevalence of preventive and stratified medicine. However, these favourable demand trends are partly offset by ongoing price and reimbursement pressures as national regulators seek to contain healthcare spending. Larger operators such as Synlab are better positioned to benefit from long-term demand growth, given their ability to capture scale efficiencies and gain market share from smaller, less efficient and less focused peers. Diversification Mitigates Regulatory Pressure: Synlab operates across multiple regulated healthcare markets, subject to different pricing and reimbursement dynamics. This mitigates the impact of adverse reimbursement changes in any single country. Synlab's largest markets are France, Germany, Italy and the UK, which together account for around two-thirds of revenue. Certain jurisdictions, such as France, are subject to tight price and volume agreements, while others, particularly in northern and eastern Europe, benefit from greater pricing flexibility through inflation-indexed tariff frameworks. Peer Analysis Synlab compares well with its direct peers in European clinical laboratory services. It is much smaller than higher-rated peers like Quest Diagnostics, Inc. (BBB+/Stable) and Eurofins Scientific S.E. (BBB-/Stable), more concentrated on European market (about 90% of sales) and more exposed to the routine lab-testing market. Quest and Eurofins are more diversified across other diagnostic markets such as environmental and food testing. Nevertheless, Synlab has larger scale than its direct competitors in European clinical laboratory services such as Inovie Group (B/Negative) and Laboratoire Eimer Selas (Biogroup; B/Stable). Synlab also benefits from a better geographical diversification than Inovie and Biogroup, which are primarily focused on France. Synlab's Fitch-defined EBITDA margins of 10%-13% are lower than peers due to its geographic mix and associated regulatory reimbursement environment. Synlab's EBITDAR leverage is better than Inovie and Biogroup's, albeit weaker than higher-rated peers such as Quest Diagnostics and Eurofins reflecting their more conservative financial policies. Fitch’s Key Rating-Case Assumptions - Organic sales growth of 2.9% on average for 2026-2029, as volume growth offsets price declines - Revenue to increase by 2.8% in 2026 and in 2027, with further growth of 2.9% in 2028 and 3.5% in 2029 supported by acquisitions in 2029 - EBITDA margins (after IFRS16 lease expenses) to rise to 11% in 2026 with further gradual improvement towards 13% by 2029 - Disposal proceeds of EUR35 million in 2026 - No acquisitions during 2026-2028 followed by EUR50 million acquisitions in 2029, at enterprise value/EBITDA multiple of 10x - Modest working capital inflow in 2026-2027, followed by modest outflows in 2028-2029 - Capex at 4.5% of sales in 2026, followed by 3%-4% during 2027-2029 - Repayment of EUR248 million of the existing PIK loan with a mix of drawn revolving credit facility (RCF) of EUR125 million and available cash on balance - New PIK loan of EUR370 million treated as debt; Fitch treats the residual amount of EUR30 million under the rolled and amended existing PIK loan also as debt - No common dividends paid over 2026-2029 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 (b+, Moderate), Sector Characteristics (bb-, Moderate), Market and Competitive Positioning (bb, Moderate), Diversification and Asset Quality (bb, Higher), Company Operational Characteristics (bb-, Moderate), Profitability (bb-, Moderate), Financial Structure (ccc, Higher), and Financial Flexibility (bb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027 and 20% for the forecast year 2028. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a+' results in no adjustment. - The other risk elements adjustment applies and results in an adjustment of 1 notch(es). - The SCP is 'b'. Recovery Analysis The recovery analysis assumes that Synlab would be reorganised as a going concern in bankruptcy rather than liquidated, given its leading market positions, asset-light operations and diversified geographical exposure. Fitch estimates going-concern EBITDA of EUR225 million, which reflects the potential regulatory changes, a failure to improve margins, and an aggressive and poorly executed M&A strategy leading to an unsustainable capital structure. At this EBITDA level Synlab will have an unsustainable capital structure with neutral to negative cash flow generation. Fitch assumes a 10% administrative claim. Fitch uses a 6.0x EBITDA enterprise value multiple to calculate a post-reorganisation valuation, which is comparable with multiplies applied to peers such as Biogroup. This multiple reflects Synlab's geographic breadth and scale as a leader in the European lab-testing market and its cash-generative operations. Fitch assumes Synlab's EUR500 million RCF is fully drawn on default and ranks equally with senior secured loans and notes. Fitch treats the EUR85.5 million term loan B4 (TLB4) issued by Synlab Bondco as subordinated to its senior secured debt, as not guaranteed by any operating subsidiary. The new PIK EUR370 million notes are structurally and contractually subordinated to the senior secured and unsecured debt. Its waterfall analysis indicates ranked recovery in the 'RR3' band for the senior secured debt, supporting a 'B+' instrument rating. Ranked recovery for the senior unsecured debt falls in the 'RR6' band, supporting a 'CCC+' instrument rating. The subordinated PIK notes also fall in the 'RR6' band, supporting a 'CCC+(EXP)' instrument rating. Fitch does not apply further notching despite the presence of another 'RR6' instrument, as the outstanding under TLB4 is not material, matures in 2027, and the group does not intend to issue new unsecured debt. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDAR leverage above 7.5x on a sustained basis. - EBITDAR fixed-charge coverage below 1.5x on a sustained basis. - Negative or neutral FCF margins beyond 2026. - Absence of like-for-like sales growth, inability to extract synergies and integrate acquisitions, or other operational challenges. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A more conservative and clearly communicated financial policy leading to EBITDAR leverage below 5.5x on a sustained basis. - EBITDAR fixed-charge coverage above 2.0x on a sustained basis. - Strengthening FCF margins in the low-single digits on a sustained basis. Liquidity and Debt Structure At end-2025 Synlab's Fitch-defined readily available cash (net of restricted cash of EUR50 million) was EUR265 million. This is sufficient to cover expected marginally negative FCF of EUR10 million in 2026. The group's only material upcoming maturity is its EUR85 million TLB due in July 2027. The liquidity position is also supported with an available committed EUR500 million RCF due in October 2030, which has been partly drawn by around EUR125 million to repay EUR248 million of the existing EUR648 million PIK loan. Available cash of EUR123 million was used to redeem the existing PIK loan. The group has issued EUR370 million PIK toggle notes due January 2032, which Fitch treats as debt and that have been used to redeem the existing EUR370 million PIK loan. The group's sources of funding mainly consist of EUR1.3 billion TLB due April 2031 and EUR450 million senior secured notes due January 2031. The group repriced its TLB due April 2031 in February 2026 and partly repaid its TLB due July 2027 with EUR85 million currently outstanding. The group also repriced its RCF in April 2026, which together with TLB repricing resulted in about 150bp savings since the take-private transaction. Issuer Profile Synlab is one of Europe's largest providers of medical diagnostic testing services. It runs operations in around 40 countries, with a predominant focus on France, Germany, Italy and the UK. Summary of Financial Adjustments Fitch restricts EUR50 million from readily available cash. Fitch-defined EBITDA deducts IFRS16 lease expenses, calculated as depreciation of right-of-use assets plus interest on lease borrowings. Fitch decided to adjust the reported lease liability to calculate the EBITDAR leverage ratios. Fitch's lease-equivalent debt was calculated using a capitalisation multiple of 5.5x to Fitch-defined lease expenses of EUR104 million for 2025. Fitch-defined lease expenses were calculated as 60% of IFRS16 lease expenses, representing the approximate share of leases related to real estate. Date of Relevant Committee May 8, 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 Ephios Subco 3 S.a.r.l. ESG Considerations Ephios Subco 3 S.a.r.l has an ESG Relevance Score of '4' for Exposure to Social Impacts due to increased risks of tightening regulation that may constrain its ability to maintain operating profitability and cash flow. This has a negative impact on the credit profile and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Ephios Subco 1 S.a.r.l. Subordinated LT CCC+ New Rating RR6 CCC+(EXP) ===================== N E T H E R L A N D S ===================== BOI FINANCE: Fitch Affirms 'B' Rating on Senior Unsecured Notes --------------------------------------------------------------- Fitch Ratings has affirmed Nigeria-based Bank of Industry Limited's (BOI) Long-Term Issuer Default Rating (IDR) at 'B' and its National Long-Term Rating at 'AAA(nga)'. The Outlooks are Stable. Key Rating Drivers BOI's IDRs are driven by potential support from the Nigerian authorities, as reflected by the bank's Government Support Rating (GSR) of 'b', and are equalised with the sovereign ratings. The Stable Outlook on BOI's Long-Term IDR mirrors that on the sovereign. BOI's National Long-Term Rating also reflects potential support from the sovereign and is the highest attainable on Fitch's National Rating scale for Nigeria. Fitch does not assign a Viability Rating to BOI, consistent with its approach for development banks. This is because the bank's business model is driven by its policy role and is dependent on government support and so could not be carried out on a commercial basis. Government Support: The Nigerian authorities have a high propensity to support BOI, given its 99.9% state ownership and well-established and clearly defined policy role. Further, most of BOI's borrowings are guaranteed - directly and indirectly - by the state. Nevertheless, Fitch views the authorities' ability to support BOI as limited, as indicated by Nigeria's 'B' Long-Term IDR. Improved Operating Environment: The Nigerian naira has stabilised, the banking sector's underlying profitability and foreign-currency (FC) liquidity have improved, and capital raisings have boosted Nigerian banks' capitalisation. However, inflation remains high, regulatory intervention is burdensome, and the expiry of forbearance has increased impaired loans (Stage 3 loans under IFRS 9) ratios and prudential provisions. Well-Defined Policy Role: BOI's mandate as Nigeria's main development bank is to finance the country's industrial sector and promote financial inclusion. BOI mostly provides low-cost long-term financing to micro-SMEs and corporates through direct customer loans, and customer loans granted at preferential rates and guaranteed by domestic banks. BOI has started investing in debt, convertible notes and equities of corporates. It will offer non-interest banking through a separate window after being granted a license in early 2026. Strategy Aligned with Public Mission: The bank's strategy is linked to public policy, including the country's industrialisation and import-substitution initiatives. The "Nigeria First" policy (approved by the Federal Executive Council in May 2025 and aimed at prioritising local industries and boosting industrial transformation) provides growth opportunities for BOI. Policy Role Drives Risk Appetite: BOI targets some vulnerable segments of the economy, as part of its development mandate. The bank lends to priority and emerging sectors typically underserved by other financial institutions. Nevertheless, adequate underwriting standards and risk controls mitigate risks associated with this type of lending. Sound Asset-Quality Metrics: BOI's Stage 3 loans ratio remains well below the sector average although the bank targets vulnerable segments of the economy. Fitch views reserve coverage of Stage 3 loans as reasonable, while the loan book is highly collateralised. Improved Profitability: Profitability declined slightly in 2025 from 2024, when profits were boosted by strong gains on derivatives and low impairment charges. Net interest margin (NIM) compares favourably with that of commercial banks due to lower funding costs. Solid Capital Ratios: BOI maintains high capital ratios, which Fitch views as necessary for its policy role in the challenging domestic operating environment. Healthy internal capital generation supports capital ratios, while capital support from the state is available to facilitate growth. State-Guaranteed Funding: At end-2025, most of BOI's funding was guaranteed by the Central Bank of Nigeria (CBN) or the federal government of Nigeria. Funding is mainly sourced from international development finance institutions, but also from the CBN. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade BOI's Long-Term IDR and GSR would be downgraded if Nigeria's Long-Term IDRs are downgraded. The ratings are also sensitive to a reduced propensity of the authorities to support the bank. This could arise from a change in BOI's policy role, such as an increasing shift towards commercial activities, or a material reduction in government ownership. However, Fitch views this as unlikely. BOI's National Ratings are sensitive to negative changes in Fitch's opinion of the bank's creditworthiness relative to that of domestic peers. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of BOI's Long-Term IDR and GSR would require an upgrade of Nigeria's Long-Term IDRs. BOI's National Long-Term Rating is at the highest level on Fitch's Nigerian National Rating scale and cannot be upgraded. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDR of 'B' and the National Short-Term Rating of 'F1+(nga)' are the only options mapping to a Long-Term IDR of 'B' and a National Long-Term Rating of 'AAA(nga)', respectively. BOI's EUR750 million 7.5% senior participation notes due in 2027, which are placed through BOI Finance B.V., a Dutch-based special purpose vehicle, are rated in line with BOI's and Nigeria's Long-Term IDRs. The bank's financial obligations to BOI Finance B.V. under the senior notes are irrevocably and unconditionally guaranteed by the federal government of Nigeria. The Recovery Rating of 'RR4' on the notes reflects average recovery prospects in a default. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDR and the National Short-Term Rating are sensitive to changes in the Long-Term IDR and the National Long-Term Rating, respectively. The notes' rating would move in tandem with both Nigeria's and BOI's Long-Term IDRs. Public Ratings with Credit Linkage to other ratings BOI's IDR and debt rating are equalised with Nigeria's sovereign ratings. ESG Considerations BOI has an ESG Relevance Score of '4[+]' for human rights, community relations, and access & affordability to reflect the impact of its policy role, which includes supporting micro/small local agricultural, manufacturing and service companies, as well as women, youth and farmers, with the aim of creating employment and reducing Nigeria's reliance on imports. This has a positive impact on the credit profile through strengthening of BOI's policy role and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- BOI Finance B.V. senior unsecured LT B Affirmed RR4 B Bank of Industry Limited LT IDR B Affirmed B ST IDR B Affirmed B Natl LT AAA(nga) Affirmed AAA(nga) Natl ST F1+(nga) Affirmed F1+(nga) Gov't Support b Affirmed b ========= S P A I N ========= CIRSA ENTERPRISES: Moody's Ups CFR to Ba3, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings has upgraded to Ba3 from B1 the corporate family rating of Cirsa Enterprises, S.A. (Cirsa or the company) and to Ba3-PD from B1-PD its probability of default rating. Concurrently, Moody's have also upgraded to Ba3 from B1 the instrument ratings on the EUR575 million backed senior secured notes due 2031, the EUR425million backed senior secured floating rate notes due 2032, the EUR375 million backed senior secured notes due 2028, and the EUR450 million backed senior secured notes due 2029, all issued by Cirsa Finance International S.a r.l., a direct subsidiary of the company. The outlook on both entities has been changed to stable from positive. "Moody's have upgraded Cirsa's ratings to Ba3 as a result of the improvement in financial metrics achieved and the more conservative financial policy adhered to since completing an IPO in July 2025," says Kristin Yeatman, a Moody's Ratings VP-Senior Analyst and lead analyst for Cirsa. RATINGS RATIONALE The upgrade to Ba3 reflects Cirsa's lower Moody's-adjusted leverage of 3.1x in 2025 compared with 4.1x before the IPO, and Moody's expectations that leverage will continue to reduce towards 2.5x in the next 12-18 months. Moody's also expects a substantial improvement in the company's interest coverage (EBIT/interest), towards 4.0x in the next 12-18 months compared with 1.8x in 2025. This is due to the reduced level of debt as well as the lower rate of interest achieved in the October 2025 debt refinancing. Cirsa's Ba3 CFR reflects its leading market positions in Spain and Latin America and its geographic and business segment diversification. Conversely, Cirsa's rating is constrained by the company's material presence in emerging markets, which generate around 40% of the company's EBITDA, the company's limited although increasing online offering, its exposure to foreign-exchange fluctuations and reliance on repatriation of cash from Latin American countries as well as the regulatory risks inherent to the gambling industry. Although it is not included in Moody's leverage calculation Moody's notes that the PIK financing which sits outside the restricted group weighs on the rating. If the PIK was included it in Moody's leverage calculation it would add nearly 1.0x 2025 EBITDA. Cirsa delivered another year of strong growth in 2025, with net operating revenue rising 8.8% year-on-year to about EUR2.34 billion, supported by continued organic expansion across all business units. Company-reported EBITDA increased by around 6.8% (or 7.7% excluding IPO costs) to EUR747 million, implying a stable margin of about 32% despite the rising contribution of lower-margin online activities. The group's online segment was a key driver, with revenue increasing about 25.8% and reaching more than EUR520 million, reflecting the success of its omnichannel strategy and recent acquisitions. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS The decision to upgrade Cirsa's ratings to Ba3 reflects corporate governance considerations associated with the growing track record of lower leverage and adherence to a more conservative financial policy since the IPO in July 2025. It also reflects an improvement in Cirsa's social risk profile due to the stable performance of the retail estate alongside a growing online presence. LIQUIDITY Cirsa's liquidity is good, supported by EUR313 million of cash as of December 31, 2025 and a EUR350 million revolving credit facility (RCF) maturing in March 2031, of which EUR26 million was drawn as of the same date. Moody's expects that the majority of the RCF will remain undrawn in the next 12-18 months. The company's liquidity is also supported by Moody's expectations of strong Moody's-adjusted free cash flow (FCF) of around EUR100 million per year in 2026 and 2027, after annual dividends of at least EUR175 million, but excluding the group's business acquisition-related cash outflows. The RCF documentation contains a springing financial covenant based on senior secured net leverage set at 7.52x, tested on a quarterly basis when the RCF is drawn by more than 40%. A breach only triggers a drawstop and not an event of default. Moody's expects Cirsa to maintain a good buffer under this covenant. Cirsa's next significant debt maturity within the backed senior secured notes' restricted group is in July 2028, when its EUR375 million backed senior secured notes mature. STRUCTURAL CONSIDERATIONS Cirsa's Ba3-PD PDR is in line with the CFR, reflecting Moody's assumptions of a 50% recovery rate, as is customary for capital structures that include notes and bank debt. The backed senior secured notes are rated Ba3, in line with the CFR, given they represent most of the company's financial debt. There is also an amount of bank debt at the operating company level, as well as a super senior RCF, which ranks ahead of the senior secured notes. However, the RCF is not material enough to drive notching on the ratings of the senior secured notes. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations that Cirsa will continue to record steady revenue and EBITDA growth which will drive an improvement in credit metrics improvement including continued reduction in leverage. In addition, Moody's expects that its cash flow generation will remain strong even after accounting for dividend payments. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could develop if the company continues to report strong and stable revenue growth and sustainable EBITDA margins driven by a growing online segment, combined with growth in land-based activities, such that its Moody's-adjusted gross leverage reduces sustainably below 2.5x; its Moody's-adjusted FCF remains strong and the company maintains good liquidity. An upgrade would also require that the company continue to build a good track record of adhering to its new financial policy. Negative rating pressures on Cirsa's ratings could develop if the company's operating and financial performance weaken; or in case of regulatory or fiscal evolutions with the potential to materially impact the group's revenue or profitability; if its Moody's-adjusted gross leverage increases above 3.5x; its Moody's-adjusted FCF or its liquidity deteriorates. This rating action reflects Moody's baseline expectation of a contained impact on energy markets despite ongoing oil supply disruption, and limited damage to production or infrastructure. However, Cirsa remains exposed to macro-financial conditions under a more adverse conflict scenario through the energy supply chains transmission channel. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Gaming published in September 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Cirsa was founded in 1978 following the liberalisation of the Spanish private gaming market. Headquartered in Terrassa, Spain, Cirsa is an international gaming operator. The company is present in nine countries where it has market-leading positions: Spain and Italy in Europe; Panama, Colombia, Mexico, Peru, Costa Rica and the Dominican Republic in Latin America; and Morocco in Africa. Cirsa operates casinos, slot machines, bingo halls and betting locations, and also offers online gaming and betting services. In 2025, the company reported net revenue of around EUR2.3 billion and company-adjusted EBITDA of EUR747 million. =========== T U R K E Y =========== GURMAT ELEKTRIK: Fitch Rates USD380MM USD Secured Notes 'B+' ------------------------------------------------------------ Fitch Ratings has assigned Gurmat Elektrik Uretim A.S.'s issue of USD380 million US dollar-denominated senior secured notes a long-term issuance rating of 'B+'. The 'B+' rating reflects Gürmat's financial profile, driven by increasing exposure to merchant electricity prices and geothermal resource-driven generation variability. Resource risk is partly mitigated by a clearly defined top-up drilling programme supported by a fully funded, onshore-secured major maintenance reserve account (MMRA), although long-term effectiveness remains a major risk. Fitch views debt service coverage ratios (DSCR) as key metrics to evaluate the resilience of the project. Under Fitch's rating case, the average and minimum DSCRs are 1.30x and 1.20x, respectively. Fitch views counterparty risk as systemic, not bilateral, as payments depend on EPİAŞ - Enerji Piyasaları İşletme A.Ş.'s centralised market, the regulatory cost-sharing framework, and ultimate pass-through of costs to end-consumers. KEY RATING DRIVERS Operation Risk: Midrange In-house Operations; Proven Record Gürmat's operations are supported by long-standing in-house delivery, experienced technical management, and broadly embedded original equipment manufacturer (OEM) support, together delivering consistently high availability of the portfolio's geothermal assets. Exworks provides only administrative and staffing support, with no technical authority, operational responsibility or performance risk. OEMs handle preventive and corrective maintenance and supply parts for equipment requiring specialist support. Flexibility in scheduling major maintenance works and dedicated MMRA for top-up wells, alongside well-managed spare parts, help manage cost variability. In Fitch's view, the absence of a fixed-price, full-scope operations and maintenance contract and the limited contractual performance incentives shift cost and performance responsibility onto Gürmat, but performance and costs risks are mitigated by its demonstrated availability and disciplined maintenance practices. Revenue Risk - Volume: Midrange Resource-Driven Generation Variability The geothermal portfolio's volume risk is primarily linked to resource/steam-side performance. Gürmat's generation has historically closely tracked installed capacity, but total output fell between 2022 and 2025, with a sharper downturn at certain dual-flash units. The technical advisor's findings indicate availability remains high and conversion efficiency has been broadly stable, implying the recent capacity factor weakening is more likely driven by reservoir behaviour than by equipment reliability. This risk is partly mitigated by management's plan to drill top-up wells to support output. Two production wells have already been drilled and are ready for commissioning, and the remaining wells are scheduled to be drilled within one year under a clearly defined commissioning timetable. However, the timing and long-term effectiveness of these interventions remain key risks. Curtailment-related volume risk appears low with no reported curtailment events and sufficient grid connection capacity, meaning revenue should largely reflect resource performance rather than dispatch constraints. Revenue Risk - Price: Weaker Transition to Merchant Price Exposure The portfolio's revenue profile is transitioning to increasingly merchant revenue from predominantly regulatory fixed tariff-backed as tariffs expire. During the remaining YEKDEM periods for Efe VI-VIII, US dollar-indexed tariffs provide predictable cash flows per MWh and reduce sensitivity to EPİAŞ day-ahead price volatility. Once these protections lapse (end-2027, end-2028, end-2031), output will be fully sold at market prices, heightening exposure to hourly price volatility, regulatory interventions, and FX movements given the lira-denominated settlements. Consequently, the revenue risk profile is increasingly driven by day-ahead market price fundamentals, gas input costs and BOTAŞ tariffs, electricity demand growth, and potential policy actions, which can compress margins in low-price periods and amplify volatility absent hedging or fixed-price contracted offtake. Debt Structure: Midrange Fixed-Rate, Fully Amortising; FX Mismatch The debt structure comprises a single tranche of senior secured project bonds. The notes are fixed rate and fully amortise over nine years, with semi-annual US dollar payments. They benefit from a robust security package, including first-ranking pledges over shares, accounts, movables and mortgages over immovables assets and operation license, and collateral assignments of receivables (including EPİAŞ market receivables). The covenant package is strong, featuring minimum actual and projected DSCR tests of 1.10x and a distribution lock-up DSCR trigger at 1.30x, alongside other covenants typical of a project finance transaction. Liquidity is provided by a six-month debt service reserve account (DSRA), cash-funded at closing and secured offshore, a minimum cash balance of USD10 million and a cash-funded secured MMRA of about USD24 million. The issuer faces a FX mismatch as US dollar-denominated debt service is increasingly supported by lira-denominated spot sales following the YEKDEM tariff roll-off. This risk is partly mitigated by the inherent linkage between Turkish electricity prices and the US dollar, reflecting the US dollar-influenced cost structure of marginal power plants that set the market-clearing price, absent political intervention that could decouple prices from the exchange rate. EPİAŞ settlement mechanics introduces variability between Turkish lira collections and US dollar-indexed tariffs, which could pressure margins and debt service capacity, particularly when the Turkish lira depreciates between the timing of daily advance payments and the monthly settlement conversion. Overall, the company is exposed to FX movements for roughly 45 days on its YEKDEM receivables. Peer Analysis The closest geothermal peers in Fitch's portfolio are Star Energy Geothermal (Salak-Darajat) Restricted Group (SEGSD RG; BBB-/Stable) and Star Energy Geothermal (Wayang Windu) Ltd. (SEGWW; BB/Stable), both in Indonesia. A key differentiator versus Gürmat is the absence of merchant exposure: both Indonesian issuers benefit from fully contracted volumes under long-term (beyond the debt tenor), US dollar-denominated, take-or-pay energy sales contracts with the Indonesian state-owned power company, which mitigates inflation and FX risks. For Gürmat, merchant exposure increases gradually, with the portfolio becoming fully merchant in 2031. All three issuers rely on top-up drilling to maintain steam supply and electricity generation. Fitch assesses operating risk for Gürmat at 'Midrange' and for the Indonesian issuers at 'Weaker'. All three benefit from historically strong availability and experienced management. Gürmat is supported by an MMRA sized to fund the full top-up drilling programme, funded and secured in an onshore account, whereas the Indonesian MMRAs provide more limited funding. All three debt structures are amortising. Gürmat has a more conservative distribution lock-up ratio of 1.30x, compared with 1.15x for SEGSD RG and 1.10x for SEGWW. Gürmat and SEGWW have six-month DSRAs, while SEGSD RG benefits from a 12-month DSRA. However, SEGSD RG's security package excludes the generation assets. Gürmat has lower projected average DSCRs of 1.30x and 1.20x, respectively, compared with SEGSD RG's 2.42x and 1.66x and SEGWW's 1.41x and 1.13x. Together with Gürmat's increasing merchant exposure, this explains the rating differential. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The projected DSCR under Fitch's rating case consistently falling below 1.20x, with the threshold progressively increasing to 1.25x by 2032 to reflect the project's growing exposure to merchant revenue over the life of the debt. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The projected DSCR under Fitch's rating case consistently rising above 1.30x, with the threshold progressively increasing to 1.40x by 2032 to reflect the project's growing exposure to merchant revenue over the life of the debt. Financial Profile Under Fitch's base case, the annual DSCR averages 1.50x over 2026-2035 with a minimum DSCR of 1.41x. The average and minimum DSCRs are 1.30x and 1.20x, respectively, under Fitch's rating case. TRANSACTION SUMMARY Gürmat has issued a USD380 million (10.748% coupon) fully amortising senior secured project bond. The bond benefits from a full project finance-style security package and day-one, cash-funded DSRA and MMRA. Proceeds are used to refinance Gürmat's existing senior secured bank debt, fund the reserve accounts required under the notes, pay transaction costs, distribute a one-time payment to Mogan Energi and repay a shareholder loan, and for general corporate purposes. The bond has a legal tenor of nine years. SECURITY Project finance-style security package, includes: a first-ranking pledge over 100% of the issuer's shares, first-ranking security over key offshore and onshore bank accounts (including the DSRA, disbursement account and MMRA), first-ranking security interests over movable and immovable assets (including a first-degree mortgage and mortgage over the operation license), and collateral assignments of present and future receivables, including EPİAŞ market receivables, subordinated shareholder-related receivables, and insurance/reinsurance receivables. Date of Relevant Committee May 1, 2026 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. =========================== U N I T E D K I N G D O M =========================== ABSOLUTE POST: Oury Clark Appointed as Administrator ---------------------------------------------------- Absolute Post Limited was placed into administration in the High Court of Justice, Court Number CR-2026-003729. Nick Parsk of Oury Clark Chartered Accountants was appointed as Administrator on May 14, 2026. The company specialized in motion picture production activities. Its registered office and principal trading address is 19-21 Mortimer Street, London, W1T 3JE. The Administrator can be contacted at: Nick Parsk Oury Clark Chartered Accountants Herschel House 58 Herschel Street Slough Berkshire SL1 1PG Further information: Alternative contact: Henry Everitt Tel: 01753 551111 Email: absolute@ouryclark.com Contact: The Administrator BORR IHC: Moody's Rates Secured Notes Due 2032/2034 'B3' -------------------------------------------------------- Moody's Ratings has assigned a B3 rating to the announced backed senior secured note issuances due 2032 and 2034 of Borr IHC Limited, a wholly-owned subsidiary of Borr Drilling Limited (Borr). The rest of Borr's existing ratings, including its B3 corporate family rating and B3-PD probability of default rating are unaffected. The outlook on both entities remains unaffected at stable. Gross issuance proceeds of around $1.6 billion will refinance the existing backed senior secured notes due 2028 in full, alongside a portion of the backed senior secured notes due 2030 as well as transaction fees and costs. RATINGS RATIONALE The B3 rating assigned to Borr IHC Limited's proposed notes is in line with the company's CFR, reflecting the single debtor class in the capital structure. Borr's contemplated transaction is credit positive: it extends debt maturities and moderately reduces both the interest burden and annual mandatory debt amortisation, improving liquidity. Although Moody's-adjusted gross debt to EBITDA of 4.6x (pro forma and excluding the Noble seller credit) for the twelve months ended March 31, 2026 remains high for the rating, Moody's projects it to decline in the next 12 months on the back of stronger offshore drilling market conditions. Borr's B3 CFR continues to reflect the company's: large fleet, premium rig quality and global operational footprint. Concurrently, it reflects Borr's exposure to highly cyclical offshore drilling expenditure, inherent re-contracting risks and appetite for debt-funded rig acquisitions denoting tolerance for high leverage. The B3 rating assigned to Borr is two notches below the scorecard-indicated outcome, reflecting the indirect exposure to highly volatile hydrocarbon prices and cyclical nature of offshore drilling activities, somewhat still limited revenue visibility, high absolute levels of debt carried on the balance sheet and still limited track record of abiding by stated financial policy commitments. LIQUIDITY Borr's liquidity is adequate. Moody's assessment reflects: -- Strengthening positive FCF generation from 2026 onwards -- Access to a new $250 million committed undrawn super senior revolving credit facility and unrestricted cash balances of $246 million at March 31, 2026 that jointly provide sources of liquidity that are commensurate with business needs -- Compliance with applicable covenants -- Extended debt maturity profile following the announced transaction and the convertible bond refinancing executed in April 2026 STRUCTURAL CONSIDERATIONS Borr's pro forma capital structure includes $1,986 million of senior secured notes, $250 million of commitments under the revolving lines (respectively, issued and borrowed by Borr IHC Limited), a $44 million senior unsecured convertible bond due 2028 and a $300 million senior unsecured convertible bond due May 2033 (issued by Borr Drilling Limited). The $250 million RCF ranks ahead of the notes, given their super senior status. The senior secured notes are rated in line with the CFR at B3 because the instrument represents the majority of the capital structure. The convertible bond ranks behind the senior secured notes, given its status as unsecured and unguaranteed liability subject to structural subordination. Moody's factors in potential cash leakages associated with three rigs currently sitting outside the restricted group for the rated debt facilities. Should these rigs either remain uncontracted or not generate sufficient cash to cover for their operational and capital expenditure, then there will be a drag on the restricted group's financial performance. A $150 million vendor loan also sits outside the restricted group. Moody's excludes the vendor loan from the computation of Moody's metrics, but consider the risk of it potentially being refinanced with additional debt raised within the restricted group in the future. OUTLOOK The stable outlook reflects Moody's expectations of a near-term slight deterioration in Borr's key credit metrics as a result of the Noble rigs' acquisition and the somewhat uncertain fleet re-contracting prospects. The stable outlook also reflects the expectation that Borr will balance the interests of shareholders and creditors. Any additional debt-funded acquisitions, shareholder distributions or deterioration in backlog would put pressure on the stable outlook. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Borr's ratings could be upgraded as a result of: -- Material reduction in gross debt from current levels so that its credit metrics are less sensitive to a deterioration in financial performance -- Sustained high fleet utilisation, growing revenue backlog and visibility in an improving industry environment -- Moody's-Adjusted Debt / EBITDA sustainedly below 3.5x and -- Longer track record of adhering to the stated financial policy, and -- Achievement and maintenance of a strong liquidity position Conversely, Borr's ratings could be downgraded following: -- Difficulty in re-contracting rigs or new contracts are signed at significantly lower day-rates -- Sustained negative free cash flow generation, for instance as a result of a deterioration in operating performance or aggressive financial policies -- Moody's-Adjusted Debt / EBITDA sustainedly above 4.5x -- Interest coverage falling below 1.5x, or -- Weakening liquidity PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Oilfield Services published in October 2025. PROFILE Borr provides worldwide offshore contract drilling services to the oil and gas industry. It owns and operates a modern fleet of 29 jack-up rigs. Borr generated revenue of $1,051 million and Moody's-Adjusted EBITDA of $478 million in the twelve months ending March 31, 2026. Operational since 2018, the company is listed on the New York and Oslo stock exchanges. Borr had a market capitalisation of around $2.0 billion at the date of this publication. CASTELL 2025-1: S&P Affirms 'B+(sf)' Rating on Class F-Dfrd Notes ----------------------------------------------------------------- S&P Global Ratings raised and removed from CreditWatch positive its credit ratings on Castell 2025-1 PLC's class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)', C-Dfrd notes to 'AA (sf)' from 'A (sf)', D-Dfrd notes to 'A (sf)' from 'BBB (sf)', E-Dfrd notes to 'BB+ (sf)' from 'BB (sf)', and X1-Dfrd notes to 'BBB+ (sf)' from 'B (sf)'. At the same time, S&P affirmed its 'AAA (sf)' and 'B+ (sf)' ratings on the class A and F-Dfrd notes, respectively. S&P said, "The rating actions follow the placement of 119 U.K. RMBS ratings on CreditWatch due to the implementation of updates to our U.K. sector and industry variables under our global RMBS criteria. They also reflect our full analysis of the most recent transaction information and the transaction's current structural features. "The performance of the loans in the collateral pool has slightly deteriorated since closing. Based on our calculation methodology, total arrears increased to 2.67% in February 2026, of which 1.46% is 30-90 days arrears, from 1.25% at closing. There have been no losses since closing. "After applying our updated sector and industry variables, the overall effect in our credit analysis resulted in a decrease in the weighted-average foreclosure frequency (WAFF) due to lower anchor default probabilities, lower loan-to-value adjustment, lower income adjustment, lower payment shock adjustment, the lower loan purpose adjustment and lower second-lien adjustment. "Our weighted-average loss severities (WALS) have decreased at all rating levels, primarily driven by our lower overvaluation assessment for London and the southeast." Table 1 Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 18.26 80.48 14.69 AA 12.60 75.41 9.50 A 9.69 64.64 6.27 BBB 6.94 56.38 3.91 BB 4.03 49.35 1.99 B 3.34 42.08 1.41 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. The liquidity reserve is at its target level of GBP2,326,031. Excess spread is 2.70% based on S&P's calculation, which considers stressed servicing fees. Considering the limited time since closing and the transaction's prefunding feature, the pool factor represents 96.86% of the closing pool balance. The transaction's sequential priority of payments and the notes' amortization have increased the available credit enhancement for the class A to F-Dfrd notes. S&P said, "We affirmed our ratings on the class A and F-Dfrd notes because our credit and cash flow results indicate their available credit enhancement remains commensurate with the assigned ratings. "Although the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and X1-Dfrd notes passed cash flow stresses at higher rating levels than those assigned, we considered the deferrable nature of the notes, the increasing arrears, the relative levels of subordination, and the current uncertain macroeconomic environment. We therefore limited our upgrades of these classes of notes and removed these ratings from CreditWatch positive. "Counterparty risk does not constrain the ratings as we consider the transaction to be in line with our counterparty criteria." Macroeconomic forecasts and forward-looking analysis S&P said, "We expect U.K. inflation to remain above the Bank of England's 2% target in 2026, and we forecast a 2.6% year-on-year change in house prices in Q4 2026. Given our current macroeconomic forecasts and forward-looking view of the U.K. residential mortgage market, we performed additional sensitivities relating to higher default levels due to increased arrears and extended recovery timings. The sensitivity analysis results indicate a deterioration consistent with our credit stability considerations in our rating definitions." The transaction is backed by a pool of second-lien, owner-occupied mortgage loans secured on properties in England, Scotland, and Wales. DIONE BIDCO: Fitch Gives BB- Rating to EUR500MM Term Loan B ----------------------------------------------------------- Fitch Ratings has assigned Dione Bidco's (LRQA; B+/Stable) EUR500 million term loan B (TLB) due 2032 a final 'BB-' rating with a Recovery Rating of 'RR3'. The final rating is in line with the expected 'BB-(EXP)' rating assigned at launch, as the terms are largely aligned with Fitch's expectations. LRQA's Long-Term Issuer Default Rating (IDR) is supported by a robust business model, with recurring revenue tied to multi-year audit cycles and cross-selling opportunities, low customer churn and high barriers to entry. Material cost transformation, mostly in 2026/2027, is improving profitability and should support organic deleveraging, while execution risk remains moderate. This is counterbalanced by moderate existing leverage and limited scale as a main constraining credit factor. The Stable Outlook reflects the group's ability to sustain profitable growth globally while maintaining a leverage profile anchoring the rating at 'B+', subject to conservative financial discipline and successful M&A integration. Key Rating Drivers Strong Market Position: LRQA has an about 3% share of the global risk management market (3% in certification, 6% in inspection and 3% in advisory). It has a stronger presence in selected niches, such as UK and Ireland certification and inspection service and EMEA inspection services. LRQA serves a well-diversified customer base spanning global corporations, national champions and SMEs, but its main focus is on multinational clients with more complex requirements due to their global reach, process complexity and high regulatory compliance standards. Improved Profitability: Fitch expects the Fitch-defined EBITDA margin (13.6% in 2025) to improve by 250bp to 16.1% by end-2027, driven by cost savings - mostly staff reductions and efficiency improvements that increase auditor utilisation rates and streamline processes through AI optimisation tools. Fitch views execution risk as moderate. Profitability is below best-in-class industry margins of 20%-35%, but is supported by inelastic demand, with proven inflation pass-through capacity and a flexible cost structure. Fitch expects EBITDA leverage (Fitch-defined) below 5.0x by 2027 under its rating case, assuming conservative capital allocation. For more information on LRQA's Key Rating Drivers see "Fitch Assigns Dione Bidco 'B+' IDR and New TLB 'BB-(EXP)'/'RR3'" published 2 March 2026. Peer Analysis Fitch compares LRQA with other broader global and regional services peers in the 'B' category with high visibility of recurring revenue. LRQA business size is comparable with Transcom Holding AB (B-/Stable), a global customer services provider, but smaller than UK-based food services and hospitality service provider CD&R and WSH Limited (WSH; B+/Stable). WSH benefits from long-term contracts with recurring revenue, which is partly offset by LRQA's stronger profitability and deleveraging capacity. LRQA's profitability is broadly similar to larger, but regional TIC services provider Amber Holdco Limited (Applus; B+/Stable), despite being materially smaller and less diversified. Applus has slightly higher debt capacity, supported by its exclusive concession for mandatory vehicle inspections in Spain, which provides strong long-term revenue visibility. UK-based printed and digital communication services provider PCC Global Plc (B/Stable) focuses on niche segments in the financial sector and blue-chip regulated businesses. It has higher leverage and lower profitability than LRQA and material concentration in the UK, which explains the one notch difference. PeopleCert Wisdom Limited (B+/Negative) is a leading professional and language certification provider in the UK, with high customer diversification and strong profitability margins. LRQA and PeopleCert are broadly comparable in terms of EBITDA and leverage, but PeopleCert has demonstrated best-in-class profitability with EBITDA margins of around 30%. Fitch’s Key Rating-Case Assumptions - Annual revenue growth of 12% in 2026 and 8.0% to 8.9% between 2027 and 2029 - Fitch-defined EBITDA margin to reach 13.6% in 2025, improving toward 16.7% in 2029 - Working capital outflows of 1.6% of revenue in 2025 and -0.5% of revenue in 2026-2029 - Capex at 0.8%-0.9% of revenue during 2025-2029 - GBP20 million of M&A annually from 2026 to 2029 - Up to GBP70 million of one-off dividends in 2026 (if no M&A signed), then no dividends or shareholder remuneration between 2026 and 2029 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 ('b+', Moderate), sector characteristics ('bbb-', Lower), market and competitive positioning ('b+', Higher), diversification and asset quality ('bbb-', Moderate), company operational characteristics ('bb+', Moderate), profitability ('bbb+', Lower), financial structure ('b', Higher), and financial flexibility ('b', Moderate). The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the forecast year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. B+ to CC considerations apply in its analysis and has no impact. The governance assessment of 'some deficiencies' has no impact. The operating environment assessment of 'a' has no impact. The SCP is 'b+'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'B+'. Recovery Analysis The recovery analysis assumes that LRQA would be reorganised as a going-concern in bankruptcy rather than liquidated. The going concern EBITDA estimate of GBP55 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA level on which it bases the enterprise value. In such a scenario, stress on EBITDA would most likely result from operational underperformance, reputational damages with contract losses, or major M&A integration issues having a negative effect on profitability. Fitch applies an enterprise value multiple of 5.5x EBITDA to the going concern EBITDA to calculate a post-reorganisation enterprise value. The multiple results from low customer churn, global stable demand for LRQA's services and highly recurring revenues. Its recovery calculations include LRQA's TLB for the sterling equivalent of EUR500 million. The capital structure also includes a committed GBP75 million revolving credit facility (RCF), which Fitch assumes would be fully drawn upon in a default. Its debt waterfall analysis, after deducting 10% for administrative claims, generates a ranked recovery in the 'RR3' band for the senior secured creditors, resulting in a debt rating of 'BB-' for the first-lien TLB. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Operational underperformance affecting growth and profitability, or weak M&A integration, or an appetite for material debt-funded M&A - EBITDA leverage sustained above 5.5x - EBITDA interest coverage sustained below 3.0x - Free cash flow (FCF) margin in the low single digits or trending to neutral reducing liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful expansion strategy that increases scale and diversification, captures material market share in higher- growth markets, and improves profitability in line with high-end peers while maintaining conservative financial discipline - EBITDA leverage sustained below 4.5x - FCF margin sustained in the high single digits - EBITDA interest coverage sustained above 4.0x Liquidity and Debt Structure Liquidity after the transaction is comfortable based on closing cash on balance sheet of GBP26 million and a fully undrawn GBP75 million RCF. Fitch expects liquidity to remain strong over the next three years. This is based on high cash flow generation with FCF to sales margins of at least 6%, and average cash on balance sheet greater than GBP25 million, after assuming bolt-on acquisitions of GBP100 million in aggregate through to 2030. The debt maturity profile is manageable, with the EUR500 million TLB due in December 2032. Issuer Profile LRQA provides global risk management services across certification, assessment, advisory, inspection and cybersecurity, underpinned by multiple accreditations and data insights. 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 Dione Bidco Limited. 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 ----------- ------ -------- ----- Dione Bidco Limited senior secured LT BB- New Rating RR3 BB-(EXP) RESIDENTIAL MORTGAGE 33: Fitch Affirms CCCsf Rating on Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has upgraded Residential Mortgage Securities 33 PLC's (RMS 33) class B notes and affirmed the others, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Residential Mortgage Securities 33 PLC Class A XS2835000121 LT AAAsf Affirmed AAAsf Class B XS2835002689 LT AA+sf Upgrade AAsf Class C XS2835002846 LT A-sf Affirmed A-sf Class D XS2835003224 LT BBB-sf Affirmed BBB-sf Class E XS2835003653 LT Bsf Affirmed Bsf Class F XS2835003810 LT CCCsf Affirmed CCCsf Transaction Summary The transaction is a securitisation of non-prime owner-occupied and buy-to-let (BTL) mortgages backed by properties in the UK. The mortgages were primarily originated by Kensington Mortgage Company, London Mortgage Company and Money Partners Limited. The transaction is a refinancing of Residential Mortgage Securities 32 PLC, which was issued in 2020. KEY RATING DRIVERS BTL Recovery Rate Cap: The transaction has reported losses that exceed those implied by the indexed property values in the underlying pools. Fitch has therefore applied borrower-level recovery rate (RR) caps to the BTL loans, in line with those applied to non-conforming loans: 85% at 'Bsf' and 65% at 'AAAsf'. Transaction Adjustment: Fitch applied its non-conforming assumptions, including an owner-occupied adjustment of 1.0x and a buy-to-let adjustment of 1.5x to foreclosure frequency (FF). Fitch would not typically apply an owner-occupied adjustment above 1.0x to UK non-conforming portfolios, as underperformance is generally captured through a late-stage arrears adjustment. The BTL adjustment reflects the weaker historical performance of loans more than three months in arrears for this transaction relative to Fitch's non-conforming index. Arrears Stable but Remain High: The proportion of new loans entering arrears has generally stabilised since the last review a year ago but remains high compared with the Fitch index. Arrears greater than both one month and three months have stabilised at 33.2% and 27.0%, respectively. Fitch's analysis assumes that loans more than 12 months in arrears are defaulted loans for the purpose of its asset and cash flow modelling. The proportion of defaulted loans has increased since the last review to 21.2% from 17.5%. This has been driven by the continued prepayment of performing collateral and arrears migrating into later stages. Fitch expects the continued migration of arrears into later stages to constrain model-implied ratings at this level. The increased proportion of defaults, combined with the limited subordination available to the class E notes, drives their affirmation below the model-implied rating. Increasing CE: Credit enhancement (CE) has increased since closing, due to the sequential amortisation of the notes and the transaction's static general reserve fund. CE for the class B notes had risen to 26.7% as of March 2026 from 21.0% at closing. The build-up of CE somewhat offsets the high arrears and supports the upgrade of the class B notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce CE available to the notes. In addition, unanticipated declines in recoveries could result in lower net proceeds, which may make certain notes susceptible to negative rating action depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the weighted average (WA) FF and a 15% decrease in the WARR indicate downgrades of up to one notch for the class A notes, three notches for the class B notes and up to four notches for the class C, D and E notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing CE and potentially upgrades. Fitch tested an additional rating sensitivity scenario by applying a 15% decrease in the WAFF and a 15% increase in the WARR. This would imply upgrades of up to four notches for the class C to E notes and up to five notches for the class F notes. The class A and B notes' ratings would be unchanged. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Prior to the transaction closing, Fitch sought to receive a third party assessment conducted on the asset portfolio information, but none was available for this transaction. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations RMS 33 has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to high proportion of interest only legacy OO mortgages, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. RMS 33 has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to a large proportion of the pool consisting of OO loans advanced with limited affordability checks, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. ULIVING@ESSEX3: S&P Downgrades ICR to 'B', On Watch Negative ------------------------------------------------------------ S&P Global Ratings lowered its S&P Underlying Rating (SPUR) on Uliving@Essex Issuerco PLC (Essex1) to 'B' from 'BB-'. S&P placed its 'B-' SPUR on Essex1 on CreditWatch with negative implications, indicating that S&P could lower it to the 'CCC' category in the next three months if the project fails to support its draining liquidity reserves. It also affirmed its 'B-' SPUR on Essex2. The negative outlook on Essex2 and Essex3 indicates that their financials and liquidity remain at risk of further deterioration in the next 6-12 months, given the declining student demand at UoE and intense rental competition in Colchester. S&P affirmed its 'AA' issue ratings on the senior secured issuance guaranteed by Assured Guaranty U.K. Ltd. and Assured Guaranty Inc. (collectively Assured Guaranty) for all three projects. The stable outlook reflects Assured Guaranty's unconditional and irrevocable payment guarantee of scheduled interest and principal. Uliving@Essex Issuerco PLC (Essex1) In February 2012, U.K.-based limited-purpose entity Essex1 issued GBP98.2 million rated senior secured index-linked fully amortizing bonds, due Aug. 31, 2058. The proceeds were on-lent to Uliving@Essex Ltd. to refinance its existing long-term senior debt and distribute refinancing gains to shareholders and UoE, the main project counterparty. Essex1 was established in 2012 to construct and refurbish student accommodation facilities at UoE. Construction was completed in 2013 by Bouygues (U.K.) Ltd. and includes a 649-bedroom accommodation block, The Meadows, and a 780-bedroom refurbished accommodation block, The Quays. The project is backed by a 50-year agreement with UoE that runs until 2063. UoE owns the land on which the assets are located and leases it to Uliving@Essex Ltd. under a headlease until July 2063, with an option to extend for a further 75 years. Essex1 leases the accommodation blocks back to the university under a mirror-dated underlease, in return for receipt of a fixed inflation-linked lease payment based on student occupancy of the facilities. Uliving@Essex2 Issuerco PLC (Essex2) In May 2017, U.K.-based limited-purpose entity Essex2 issued GBP60.6 million rated senior secured fully amortizing index-linked bonds, due Aug. 31, 2063. The proceeds were on-lent to ULiving@Essex2 Ltd. to finance the design and construction of a 643-bedroom student accommodation facility for UoE, known as The Meadows Phase 2A. The project comprises two seven-story buildings on the university's Colchester campus, approximately five kilometers from Colchester town center, and located adjacent to UoE's accommodation facilities The Quays and The Meadows. The project is backed by a 50-year project agreement with UoE. Under the project agreement, Essex2 receives an annual inflation-linked lease fee from UoE, the level of which depends on the number of available rooms reserved for use by UoE for the academic year. Construction was completed in September 2018 by Bouygues (U.K.f) Ltd. Essex2 passes down the risk of facilities management (FM) to Derwent HA. Essex2 retains life cycle risk. Uliving@Essex3 LLP (Essex3) In August 2021, U.K.-based limited-purpose entity Essex3 issued GBP65 million senior secured 2.72% fixed-rate bonds and GBP48.371 million senior secured 0.10% bonds linked to the retail price index (RPI), due Aug. 31, 2066. The proceeds were used to finance the design, construction, and operation of a 1,262-room student accommodation across five separate blocks on UoE's main campus outside Colchester. The accommodation project is governed by a 50-year project agreement that allows UoE to reserve rooms each academic year. Construction was completed on Aug. 25, 2023. This accommodation complements the existing 4,755 rooms offered on campus and is located adjacent to the most recently constructed accommodation on the northwest side of the campus. Essex3 has subcontracted hard and soft FM services to Bouygues E&S Solutions Ltd. under a fixed-price, index-linked contract. Essex3 retains major maintenance (life cycle) risk. UoE markets and allocates the rooms on behalf of the project on an equal basis to its own on-campus accommodation. If rooms are reserved, UoE will assume credit and void risk and retain 3% of the rental income in exchange. S&P said, "We expect falling student demand at UoE to continue to weigh heavily on occupancy levels at all three Essex accommodation projects. Current rating pressure is primarily driven by continued uncertainty over future occupancy levels of international and domestic students. We believe UoE -- a mid-ranking non-Russell Group university -- is exposed to increased reputational risk as a result of being placed on the UK Visas and Immigration (UKVI) action plan since July 2025. This, in addition to ongoing pressure from the U.K. government's shift to a more restrictive immigration policy, will materially weigh on international student numbers. We also view Russell Group universities' strategy of increasing share of domestic students over the medium term as another key contributing factor to domestic student demand. In recent years these demand-side obstacles have resulted in lower student numbers at UoE, which the university anticipates will be about 10,600 in academic year 2025-2026. This represents a 36% decline from the 2022-2023 peak, in contrast to UoE's previous expectations of continued student number growth. "While we understand that UoE has taken significant measures to comply with UKVI regulations and rebuild market confidence, how these actions will help stabilize future student numbers remains to be seen. We expect student numbers at UoE to stabilize at about 10,000-10,500 over the next two-to-three years, with the international student share dropping to 30% from 40% in academic year 2022-2023. We expect this volatile environment to materially weigh on the already stressed student enrollment for the upcoming 2026-2027 academic year, subsequently affecting occupancy levels at all three accommodation sites for at least the next two-to-three years. Given the very low nominations for the next academic year, all three Essex projects face significant short-term occupancy risks. "We understand Essex 1, 2, and 3 face heightened price competition in Colchester, due to accommodation oversupply amid falling student numbers. Following consultations with independent market experts, the projects revised their accommodation rental pricing to better align with asset age and type. Under this recalibration, Essex1 offers the most competitive rates at a weighted average of GBP184.5 per week, followed by Essex2 at GBP203.0, and Essex3 at GBP204.0. We believe this measure could attract returning students who previously opted for private rentals (GBP120-GBP250 per week) due to the high cost of on-campus accommodation. We believe this could partially help Essex1 become price competitive compared to Essex2 and Essex3, assuming student numbers stabilize over 2027-2029. There is much uncertainty as to whether this will mean more occupancy in the upcoming 2026-2027 academic year. The majority of domestic students (who make up 70% of the total) attend the university without living on campus, instead either at home or in off-campus rentals, which make up an additional 2,000 rooms. This means on-campus accommodations need to adjust their pricing strategy to compete with off-campus options. In contrast, Essex1, 2, and 3 have to balance their pricing and discount strategy with inflation-linked debt and have less flexibility in price adjustments. We also understand that in addition to pricing adjustments, the projects' management continues to explore other revenue options, such as housing non-students (e.g., social housing or critical sector workers in the NHS or defense sector. This, however, remains highly speculative and would require additional approvals. "We believe Essex1 could become vulnerable to nonpayment of its senior debt obligations in the next five years if it fails to secure additional revenue through higher occupancy or alternative uses for its accommodations. We believe that for Essex1, the 48% occupancy rate for the current 2025-2026 academic year has resulted in negative cash flow, which we expect will necessitate a 30% drawdown of its current debt service reserve account (DSRA) balance for the upcoming August 2026 debt payment. Consequently, any measure to support future revenue streams through higher student occupancy or third-party arrangements is critical for Essex1 to sustain its creditworthiness. As a result, we have placed the rating on CreditWatch with negative implications. "The downgrade of Essex3 to 'B' from 'BB-' reflects its materially weaker financials, with the risk of DSCRs falling below 1x for longer than previously anticipated. In addition to pressures from lower UoE student numbers and competition with off-campus accommodation, we also see the risk that Essex3 may lose market share if Essex1 and Essex2 offer more competitive rates than in past academic years. We now expect Essex3 to achieve occupancy near 70%-75% by 2030 (compared to 75%-80% previously). However, we still expect it to reach a long-term level of 82% post-2030, in line with past assumptions owing to its newer and relatively attractive facilities. With this lower occupancy forecast, we now expect Essex3 to achieve DSCRs below 1x (with a minimum of 0.81x) until at least 2030 compared to just 12 months as per our previous estimates. As a result, we expect Essex3 to partially rely on liquidity reserves in the medium term to service its senior debt obligations, although to a much lower degree than Essex1. "The 'B-' rating on Essex2 already reflects market pressures and our expectation of lower occupancy following the abnormal 2025-2026 peak. Our base-case occupancy assumptions until 2030 already reflect medium-term demand headwinds from lower enrollment and greater competition. We do not expect Essex2 to sustain high occupancy in the short to medium term, but we still expect it to slightly benefit from price reductions compared to Essex1 due to the age and size of the asset. We believe the high (90%) occupancy levels achieved in the 2025-2026 academic year on the back of substantial discounts is unlikely to be sustainable. We believe a 6%-7% price reduction on Essex2 rents for the academic year 2026-2027 could attract returning students. However, due to the project's higher leverage compared to Essex1 and Essex3, we believe any slight reduction in occupancy from our current estimates in the upcoming 2026-2027 academic year could also make it vulnerable to nonpayment of its debt obligations in medium to long term due to higher-than-expected pressure on its liquidity reserves." Uliving@Essex Issuerco PLC, Uliving@Essex2 Issuerco PLC, and Uliving@Essex3 Issuerco PLC The stable outlook on our 'AA' long-term issue rating on all three projects reflects that on Assured Guaranty and will move in line with our outlook on the same. Uliving@Essex2 Issuerco PLC and Uliving@Essex3 Issuerco PLC The negative outlook on the SPURs on Essex2 and Essex3 student accommodation projects reflects the risk that their creditworthiness could deteriorate further over the coming 6-12 months. This risk is driven by continued pressure on revenue and liquidity, stemming from heightened rental competition in Colchester and declining student occupancy rates, resulting from challenges faced by UoE, tighter immigration policies, and cost-of-living pressures. Uliving@Essex2 Issuerco PLC (Essex2) S&P said, "We could lower the SPUR on Essex2 if its liquidity profile weakens further over the next 6-12 months, exhausting its liquidity reserves significantly more than currently expected under our base-case scenario, which could make it vulnerable to debt nonpayment. This could occur if occupancy recovers at a much slower rate than currently anticipated in our base case for the upcoming academic year 2026-2027 due to lower student demand, increased competition from other private rentals in Colchester, or Essex1 and Essex3 offering higher rental discounts. "Although currently unlikely, we could take a negative rating action if the current event of default on the bonds results in Assured Guaranty accelerating the debt repayment, as permitted under the senior finance documents." Uliving@Essex3 LLP (Essex3) S&P stated: "We could lower the SPUR on Essex3 if we expect its financial profile to weaken materially in the next 12 months, resulting in increased reliance on liquidity reserves to service its senior debt obligations. This could occur if occupancy recovers at a much slower rate than currently anticipated in our base case for the upcoming academic year 2026-2027, due to lower student demand, increased competition from other private rentals in Colchester, or from Essex1 and Essex2 offering reduced prices." Although currently unlikely, we could take a negative rating action if the current event of default on the bonds results in Assured Guaranty accelerating the debt repayment, as permitted under the senior finance documents. Uliving@Essex2 Issuerco PLC and Uliving@Essex3 LLP An outlook revision on the SPUR is unlikely over the short term. However, it could materialize if there is a significant improvement in student enrollment at UoE, resulting in higher demand for on-campus accommodation. This would ensure that occupancy levels remain above or similar to our current base-case levels. Under this scenario, we expect Essex2 to comfortably survive the current market downturn without relying heavily on its liquidity reserves. Furthermore, we believe Essex3 would likely recover more quickly than Essex1 and Essex2, benefiting from newer and competitively priced rooms. Additionally, for Essex3, this scenario would result in DSCRs remaining above 1x in the medium term, meaning it would not need to use its liquidity reserves for debt service. Uliving@Essex Issuerco PLC S&P said, "The CreditWatch placement with negative implications on the SPUR on Essex1 reflects that we could lower it by one notch in the next three months. This could happen if the project fails to secure additional revenue streams -- such as material agreements for alternative uses of the accommodation blocks with a third party (for example, social housing with Colchester City Council) -- to bolster liquidity. In the absence of alternative use or guaranteed equity support from shareholders, this scenario would increase the likelihood of the project exhausting its liquidity reserves in the medium term, making the project vulnerable to nonpayment of debt instruments. If the project secures alternative revenue sources, we will evaluate the contract terms, including lease duration, pricing levels, market exposure, and other risks. "Although unlikely, we could also take a multi-notch negative rating action on the SPUR if the event of default on the bonds leads controlling creditors to accelerate debt repayment, as permitted under the senior finance documents due to a breach of financial covenants." ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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