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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Monday, June 29, 2026, Vol. 27, No. 128
Headlines
F R A N C E
PARTS HOLDING: Moody's Affirms 'B1' CFR, Outlook Remains Stable
G E R M A N Y
NEPTUNE BIDCO: S&P Assigns 'B' Rating on New EUR750MM Term Loan B
H U N G A R Y
WIZZ AIR: Moody's Lowers CFR to Ba3 & Alters Outlook to Stable
I R E L A N D
ARBOUR CLO III: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F-R-R Notes
BBAM EUROPEAN II: Moody's Affirms Ba3 Rating on EUR20MM E Notes
EURO-GALAXY IV: Moody's Cuts Rating on EUR8.7MM F Notes to Caa1
FLUTTER ENTERTAINMENT: Moody's Alters Outlook on Ba1 CFR to Neg.
PENTA CLO 14: Fitch Assigns 'B-sf' Final Rating on Cl. F-R-R Notes
PENTA CLO 14: S&P Assigns B-(sf) Rating on Class F-R-R Notes
PROVIDUS CLO VI: Moody's Affirms Ba3 Rating on EUR21MM Cl. E Notes
SCULPTOR EUROPEAN VIII: S&P Assigns (P)B-(sf) Rating on F-R Notes
K A Z A K H S T A N
KAZAKHSTAN TEMIR: S&P Withdraws 'BB' LongTerm Issuer Credit Rating
L U X E M B O U R G
QSRP INVEST: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
R U S S I A
ALOQABANK: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive
BANK AGROBANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Positive
BANK BUSINESS: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive
XALQ BANK: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive
S P A I N
[] Fitch Hikes 7 Tranches of Three FTA UCI Spanish RMBS
T U R K E Y
EMLAK KONUT: Fitch Rates Senior Unsecured Instruments 'BB-'
TURKIYE SINAI: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
U N I T E D K I N G D O M
AMPLIFI CAPITAL: Interpath Ltd Appointed as Joint Administrators
ARDMORE FITOUT: BTG Begbies Appointed as Joint Administrators
ARDMORE REGENERATION: BTG Begbies Appointed as Joint Administrators
CORPORATE CITY: BTG Begbies & RSM UK Named as Administrators
CROCKERSFOLLY LIMITED: Oury Clark Appointed as Joint Administrators
DIRECT COMM: MHA Appointed as Joint Administrators
EMF-UK 2008-1: Fitch Affirms 'CCCsf' Rating on Class B2 Notes
FAYERS PLUMBING: FRP Advisory Appointed as Joint Administrators
NEW FORTRESS: Wins High Court Approval of UK Restructuring
SIFI NETWORKS: S&W Partners Appointed as Joint Administrators
STELEX ENGINEERING: Alvarez & Marsal Appointed as Administrators
STONEPEAK MOTION: Fitch Rates New Secured Bonds Due 2033 'BB+(EXP)'
STONEPEAK MOTION: Moody's Rates New EUR435MM Secured Notes 'Ba3'
STONEPEAK MOTION: S&P Rates New EUR435MM Secured Notes 'BB-'
WEEDING TECHNOLOGIES: Leonard Curtis Appointed as Administrators
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F R A N C E
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PARTS HOLDING: Moody's Affirms 'B1' CFR, Outlook Remains Stable
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Moody's Ratings has affirmed the B1 corporate family rating of
Parts Holding Europe S.A.S (PHE or the company) and its B1-PD
probability of default rating. Concurrently, Moody's have affirmed
the B1 rating on the backed senior secured term loan B (TLB) issued
by Parts Europe S.A.S., the group's issuing entity. The outlook of
both entities remain stable.
"PHE's rating affirmation reflects the company's solid operating
performance, good cash flow generation and strong liquidity
profile" says Guillaume Leglise, a Moody's Ratings Vice President
– Senior Analyst and lead analyst for PHE. "At the same time, the
recent increase in leverage following a TLB add-on to fund
acquisitions, entails execution risks and constrains deleveraging",
added Mr Leglise.
RATINGS RATIONALE
The affirmation reflects PHE's continued solid operating
performance in 2025, which translated into sustained robust free
cash flow (FCF) generation and credit metrics, despite a recent
increase in leverage to fund acquisitions that introduces execution
risk and delays deleveraging.
In 2025, the group generated revenue of around EUR2.9 billion (up
6.3%) and EBITDA of EUR373 million (+5%). Growth reflects resilient
demand in the independent automotive aftermarket, with organic
growth of around 3.9% despite fewer trading days compared to the
prior year and lower-than-expected price inflation. International
markets (those outside of France, the home market for PHE)
outperformed, with organic revenue growth of around 7% supported by
market share gains and expansion in structurally growing regions.
France recorded a more modest growth of around 2.2%, reflecting
weaker consumer sentiment, political uncertainty and inflationary
pressures.
Moody's expects PHE to deliver mid-single-digit organic revenue
growth in the next 12-18 months, supported by favourable market
trends including an ageing vehicle fleet and resilient demand for
maintenance and repair. EBITDA should continue to grow, with
margins broadly stable at around 12%.
This performance should support a reduction in Moody's-adjusted
gross debt to EBITDA below 4.5x over the next 12–18 months.
Leverage increased to around 4.8x following the EUR200 million TLB
add-on completed in April to fund two sizeable acquisitions in
Spain. The transaction also introduced sizeable put option
liabilities related to minority shareholders in the acquired
companies, which Moody's treats as debt. These put options are not
expected to be exercised before 2031. As a result, Moody's expects
leverage to reach around 5.0x in 2026, close to Moody's leverage
threshold for the B1 rating, before declining towards 4.0x by 2028,
supported by earnings growth.
Other credit metrics remain solid, with interest coverage (EBITDA
to interest) of 4.2x in 2025 and expected to improve towards 5.0x
over the next 12–18 months.
The B1 CFR continues to reflect PHE's strong growth track record,
favourable market dynamics (including an ageing car parc and rising
repair complexity), leading position in the European independent
automotive aftermarket, particularly in France, and solid FCF
generation. The rating also incorporates strong liquidity and a
balanced financial policy.
Moody's views D'Ieteren Group as a supportive shareholder committed
to maintaining a balanced financial policy. Following the recent
increase in leverage, Moody's expects the company to continue
growing its EBITDA and focus on deleveraging. At the same time
given the expectation of a fairly rapid buildup of cash on the
balance sheet and deleveraging Moody's believes that there is a
risk of shareholder distributions, which Moody's nevertheless
expect to be managed prudently and within the rating guidance.
Moody's-adjusted net debt/EBITDA is expected at around 4.4x as of
end 2026, and trending below 4.0x by end 2027, supported by growing
EBITDA and cash reserves. Moody's also expects PHE to continue
adding on bolt-on acquisitions, as it has historically.
The rating remains constrained by PHE's exposure to the mature
French market, moderate size relative to larger peers, appetite for
debt-funded acquisitions, and medium-term risks from the shift to
battery electric vehicles, which require less maintenance.
LIQUIDITY
PHE's liquidity is strong, supported by positive FCFs of (EUR78
million on average in the last three years), a large cash balance
of EUR177 million at end-December 2025 and full availability under
the EUR285 million revolving credit facility (RCF). Moody's expects
the company will generate at least EUR75 million in FCF in 2026,
providing flexibility to manage working capital needs, capex and
bolt-on acquisitions.
Moody's also notes ample headroom under financial covenants and no
significant near-term maturities.
STRUCTURAL CONSIDERATIONS
The B1 rating on the backed senior secured TLB is in line with the
CFR. The TLB and the RCF are issued at the level of Parts Europe
S.A.S., an issuing vehicle owned by Parts Holding Europe S.A.S, and
are guaranteed by operating companies that contribute 80% of
consolidated EBITDA. Both the backed senior secured RCF and the
backed senior secured TLB benefit from the same security package
(i.e. shares, bank accounts and intercompany receivables).
RATIONALE FOR THE STABLE OUTLOOK
The stable outlook reflects Moody's expectations of continued
strong operating performance, with Moody's-adjusted gross leverage
declining towards 4.0x over the next 12–18 months and improving
FCF/debt. Moody's assumes ongoing bolt-on acquisitions, but no
material debt-funded M&A or transformational dividend
recapitalisation, consistent with the shareholder stated financial
policy.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Upward pressure on the ratings could develop if the company
demonstrates:
-- continued improvement in operating performance, including
sustained EBITDA margin;
-- Sustained reduction in Moody's-adjusted gross debt/EBITDA below
4.0x;
-- Moody's EBITDA/interest consistently above 4.0x;
-- Solid liquidity profile including positive Moody's-adjusted
FCF/debt towards 10%, on a sustained basis; and
-- A track record of a predictable and clearly articulated
financial policy from D'Ieteren Group aimed at preserving a
stronger credit profile of PHE
Downward pressure could arise if:
-- there is a deterioration in the company's operating performance
and margins;
-- Moody's-adjusted gross debt/EBITDA remains above 5.0x on a
sustained basis;
-- Moody's-adjusted EBITDA/Interest expense weakens below 3.0x;
or
-- Moody's-adjusted FCF deteriorates materially or liquidity
weakens.
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Distribution
and Supply Chain Services 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.
COMPANY PROFILE
Headquartered in Paris, Parts Holding Europe S.A.S (PHE) is a
leading distributor of light vehicle and truck spare parts in
Western Europe. The company operates a vertically integrated
wholesale distribution platform and a large network of affiliated
garages. The company generated revenue of around EUR2.9 billion and
Moody's-adjusted EBITDA of EUR358 million as of December 31, 2025.
PHE is majority owned by D'Ieteren Group.
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G E R M A N Y
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NEPTUNE BIDCO: S&P Assigns 'B' Rating on New EUR750MM Term Loan B
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S&P Global Ratings assigned its 'B' issue rating and '4' recovery
rating to the EUR750 senior secured term loan B (TLB) to be issued
by Neptune Bidco S.a.r.l. (Armacell).
S&P's 'B' issuer credit rating on Neptune Holdco S.a.r.l., with a
stable outlook, is unaffected by the transaction.
The '4' recovery rating on Neptune Bidco's proposed TLB indicates
S&P's expectation of average (30%-50%; rounded estimate: 45%)
recovery in a default scenario. The rating on the proposed
instrument is subject to its review of the final terms and
conditions.
S&P said, "In our view, the proposed transaction would be credit
neutral. Armacell, the leading manufacturer of flexible and
engineered foams, intends to use the proceeds from the loans to
refinance its existing EUR730 million TLB. The maturity of the TLB,
in February 2030, is unchanged. The rest of the proceeds will be
used for general corporate purposes and potential acquisitions. We
consider the increase in the gross debt to be marginal. The
interest margin on the debt could also decrease as part of the
transaction, resulting in slightly better free operating cash
flow.
"Our base-case assumptions for Armacell's credit metrics over
2026-2027 are relatively unchanged from our previous publication."
Issue Ratings--Recovery Analysis
Key analytical factors
-- The proposed EUR750 million senior secured first-lien TLB has
an issue rating of 'B' with a '4' recovery rating. S&P anticipates
recovery prospects of 30%-50% (rounded estimate: 45%).
-- S&P considers that the EUR110 million first-lien RCF (not
rated) and TLB rank pari passu. The recovery rating on the
first-lien debt is supported by the debt's senior secured nature
and a limited amount of prior-ranking debt (including factoring,
local debt, and real estate financing). In addition, the recovery
rating is supported by a minimum guarantor coverage test (80% of
the group's EBITDA), according to the documentation.
-- However, the recovery rating is constrained by the large amount
of total first-lien senior debt, the asset-light nature of the
business, and the group's ability to raise additional debt through
various debt baskets as permitted by the senior facility
agreement.
-- S&P said, "In our hypothetical default scenario, we assume a
combination of declining revenue in Europe, subdued growth in the
U.S. and emerging markets, and pricing constraints resulting from
increased competition. We believe that this, combined with
unforeseen operational issues weighing on production volumes and
operating margins, would result in substantially weaker
performance."
-- S&P values Armacell as a going concern supported by its leading
position in the insulation materials market, long-standing customer
relationships, and exposure to a diverse set of end markets.
Simulated default assumptions
-- Simulated year of default: 2029
-- Jurisdiction: Germany
Simplified waterfall
-- Emergence EBITDA: about EUR93 million
-- EBITDA Multiple: 5.0x.
-- Gross enterprise value at default: EUR467 million
-- Net recovery value after administrative expenses (5%): EUR443
million
-- Priority claims: About EUR34 million*
-- First-lien senior secured claims: EUR869 million*
-- Recovery expectation: 30%-50% (rounded estimate: 45%)
*All debt amounts include six months of prepetition interest. RCF
assumed to be 85% drawn at default.
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H U N G A R Y
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WIZZ AIR: Moody's Lowers CFR to Ba3 & Alters Outlook to Stable
--------------------------------------------------------------
Moody's Ratings has downgraded Wizz Air Holdings plc's (Wizz Air)
long-term corporate family rating to Ba3 from Ba2 and downgraded
its Probability of Default Rating to Ba3-PD from Ba2-PD. At the
same time, Moody's have withdrawn the (P)Ba2 backed senior
unsecured medium-term note program rating and outlook of Wizz Air
Finance Company BV as no obligation was outstanding under the
program. Prior to the withdrawal, the outlook on Wizz Air Finance
Company BV was negative. The outlook on Wizz Air Holdings plc has
been changed to stable from negative.
"The downgrade reflects Wizz Air's continued weak credit metrics in
an uncertain operating environment, as well as execution risks
around its ongoing strategic repositioning," says Dirk Goedde,
Moody's Ratings Vice President – Senior Analyst and lead analyst
for Wizz Air. "While the company maintains solid liquidity and
market positions in its core regions, elevated leverage and margin
pressure are expected to persist in the near term."
RATINGS RATIONALE
The downgrade to Ba3 reflects (i) weaker-than-expected financial
performance in fiscal year 2026, (ii) continued pressure on
profitability and leverage, and (iii) increased uncertainty around
demand and competitive dynamics.
Wizz Air's fiscal year 2026 performance was below Moody's
expectations, with Moody's-adjusted leverage of 5.7x, compared with
5.3x in Moody's previous base case, and weaker-than-expected
profitability, although Moody's adjusted free cash flow (before
gains from sale and leaseback transactions and PDP refunds) was
slightly less negative than anticipated. The company continues to
face elevated cost pressures, including higher fuel costs and
broader inflation, which weigh on margins, although Wizz Air, like
many European airlines, benefits from solid jet fuel hedging
levels.
The rating also reflects risks related to Wizz Air's ongoing
strategic realignment under its "fortify" strategy, which focuses
on densifying routes in its core Central and Eastern Europe (CEE)
region and Italy. While the company benefits from a strong brand
and leading market shares in several core markets, the success of
this strategy remains to be proven and carries execution risk.
In addition, Moody's expects increasing competition across Europe,
partly driven by a reallocation of airline capacity from the Middle
East back to European markets following the recent geopolitical
tensions. This dynamic could weigh on yields and limit margin
recovery.
Looking ahead, Moody's expects a gradual improvement in credit
metrics. Moody's forecasts capacity growth of around 16% in fiscal
year 2027, supported by fewer grounded aircraft related to GTF
engine issues and improved aircraft utilization through schedule
densification. Together with increasing yields, this should drive
revenue growth of close to 20%. However, higher fuel
costs—despite Wizz Air's solid hedging position—will continue
to constrain margin expansion.
Moody's therefore expects only a gradual deleveraging in fiscal
year 2027 towards 5.2x with the mentioned execution risks while the
ongoing fleet expansion will continue to lead to negative free cash
flow generation. The lower number of grounded aircrafts will over
time contribute to the company's profitability and Moody's
currently expect the groundings to be fully solved by 2028.
LIQUIDITY
Wizz Air's rating continues to be supported by a strong liquidity
profile. The company maintains substantial cash balances of around
EUR2.0 billion and good access to capital markets. Moody's
forecasts Moody's adjusted free cash flow to be negative in FY2027
and turn positive in FY2028. The company has no near-term debt
maturity but around EUR800 million of lease payments per year.
STRUCTURAL CONSIDERATIONS
Wizz Air's capital structure includes secured ETS (Emissions
Trading Scheme) financing, which ranks senior given its secured
position, as well as sizable operating liabilities at the operating
company level, including trade claims and lease obligations.
OUTLOOK
The stable outlook reflects Moody's expectations that Wizz Air will
gradually improve its credit metrics over the next 12–18 months,
supported by capacity expansion, operational normalization and
revenue growth. The outlook also incorporates the company's strong
liquidity position, which mitigates near-term downside risks
despite continued industry volatility.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure could arise if Wizz Air demonstrates a
sustained improvement in operating performance and credit metrics,
including:
-- Moody's-adjusted debt/EBITDA declining sustainably below 4.5x
-- EBIT margins strengthening towards high single digits
-- Maintenance of strong liquidity
Negative rating pressure could arise if:
-- Leverage remains above 5.5x on a sustained basis
-- Profitability weakens further due to cost pressures or
competitive dynamics
-- (FFO + Interest Expense) / Interest Expense remaining below
4.0x
-- Liquidity deteriorates materially
PRINCIPAL METHODOLOGY
The principal methodology used in these ratings was Passenger
Airlines published in December 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
Wizz Air Holdings plc (Wizz Air is the largest low-cost airline in
CEE and one of Europe's leading ultra-low-cost airlines that
provide short- and medium-haul point-to-point routes. Established
in 2003, Wizz Air has grown significantly and carried around 69.7
million passengers in the last 12 months.
The company has 39 operating bases and serves close to 200 airports
in 46 countries, with an A320/321 family fleet of about 262
aircraft. Its core markets include Poland, Romania, Hungary and
Bulgaria, which the company links to other CEE and Western European
destinations, especially the UK and Italy. In fiscal 2026, Wizz Air
generated revenue of around EUR5.7 billion, with a company adjusted
EBITDA of EUR1,318 million.
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I R E L A N D
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ARBOUR CLO III: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F-R-R Notes
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Fitch Ratings has assigned Arbour CLO III DAC reset notes expected
ratings. The final ratings are contingent on the receipt of
documents conforming to information already reviewed by Fitch.
Entity/Debt Rating
----------- ------
Arbour CLO III DAC
X XS3395935748 LT AAA(EXP)sf Expected Rating
A-R-R XS3395936043 LT AAA(EXP)sf Expected Rating
B-R-R XS3395936472 LT AA(EXP)sf Expected Rating
C-R-R XS3395936985 LT A(EXP)sf Expected Rating
D-R-R XS3395937108 LT BBB-(EXP)sf Expected Rating
E-R-R XS3395937447 LT BB-(EXP)sf Expected Rating
F-R-R XS3395937793 LT B-(EXP)sf Expected Rating
Subordinated Notes
XS1348959427 LT NR(EXP)sf Expected Rating
Transaction Summary
Arbour CLO III DAC is a European cash flow collateralised loan
obligation (CLO) predominantly backed by senior secured obligations
(at least 90%) with a component of senior unsecured, mezzanine,
second-lien loans and high-yield bonds. Note proceeds will be used
to redeem the existing notes, except the existing subordinated
notes, and to fund the portfolio with a target par of EUR400
million. The portfolio will be managed by Oaktree Capital
Management (UK) LLP. The CLO will have a 4.6-year reinvestment
period and an 8.75-year weighted-average life (WAL) test.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 23.9.
High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 64.2%.
Diversified Portfolio (Positive): The transaction will include
various concentration limits in the portfolio, including a
fixed-rate obligation limit at 12.5%, a top 10 obligor
concentration limit at 20%, and a maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.
Portfolio Management (Neutral): The transaction will have a
4.6-year reinvestment period and include reinvestment criteria
similar to those of other European transactions. Fitch's analysis
is based on a stressed-case portfolio with the aim of testing the
robustness of the transaction structure against its covenants and
portfolio guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis was reduced by 12 months to
reflect the strict post-reinvestment period conditions, which
include passing all coverage tests, the Fitch 'CCC' obligations
portfolio profile test, which is capped at 7.5%, and a WAL test
covenant that progressively steps down. In Fitch's opinion, these
conditions reduce the effective risk horizon of the portfolio
during stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to downgrades of one notch for the class E-R-R
notes and to below 'B-sf' for the class F-R-R notes. There is no
rating impact for the class X, A-R-R, B-R-R, C-R-R, D-R-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 B-R-R
notes have a two-notch cushion, the class C-R-R and D-R-R notes
each have a four-notch cushion, and the class E-R-R and F-R-R notes
each have a three-notch cushion, due to the better metrics and
shorter life of the identified portfolio than the Fitch-stressed
portfolio. The class X and A-R-R notes are rated at the highest
level on Fitch's scale, so have no cushion.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would result in downgrades of three
notches each for the class A-R-R, B-R-R and D-R-R notes, two
notches for the class C-R-R notes and to below 'B-sf' for the class
E-R-R and F-R-R notes. There is no rating impact on the class X
notes.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of Fitch-stressed portfolio would result in
upgrades of two notches each for the class B-R-R and C-R-R notes,
and three notches each for the class D-R-R, E-R-R and F-R-R notes.
The class X and A-R-R notes are rated at the highest level on
Fitch's scale and cannot be upgraded.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. Upgrades after the end of the
reinvestment period may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.
USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.
DATA ADEQUACY
The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognised Statistical Rating Organisations and/or European
Securities and Markets Authority- registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the 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 Arbour CLO III
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.
BBAM EUROPEAN II: Moody's Affirms Ba3 Rating on EUR20MM E Notes
---------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by BBAM European CLO II Designated Activity Company:
EUR27,000,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Upgraded to Aa1 (sf); previously on Oct 26, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aa1 (sf); previously on Oct 26, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR28,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on Oct 26, 2021
Definitive Rating Assigned A2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR246,000,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Oct 26, 2021 Definitive
Rating Assigned Aaa (sf)
EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on Oct 26, 2021
Definitive Rating Assigned Baa3 (sf)
EUR20,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on Oct 26, 2021
Definitive Rating Assigned Ba3 (sf)
EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on Oct 26, 2021
Definitive Rating Assigned B3 (sf)
BBAM European CLO II Designated Activity Company, issued in October
2021, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by BlueBay Asset Management LLP. The
transaction's reinvestment period will end in July 2026.
RATINGS RATIONALE
The rating upgrades on the Class B-1, B-2 and C notes are primarily
a result of the benefit of the shorter period of time remaining
before the end of the reinvestment period in July 2026.
The affirmations on the ratings on the Class A, D, E and F notes
are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR394.1m
Defaulted Securities: EUR0
Diversity Score: 58
Weighted Average Rating Factor (WARF): 3029
Weighted Average Life (WAL): 4.02 years
Weighted Average Spread (WAS): 3.55%
Weighted Average Coupon (WAC): 3.80%
Weighted Average Recovery Rate (WARR): 43.08%
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 the 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: Once reaching the end of the
reinvestment period in July 2026, 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.
-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.
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.
EURO-GALAXY IV: Moody's Cuts Rating on EUR8.7MM F Notes to Caa1
---------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Euro-Galaxy IV CLO DAC:
EUR30,400,000 Class B Senior Secured Floating Rate Notes due 2034,
Upgraded to Aa1 (sf); previously on Jul 7, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR19,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on Jul 7, 2021
Definitive Rating Assigned A2 (sf)
EUR8,700,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Downgraded to Caa1 (sf); previously on Jul 7, 2021
Definitive Rating Assigned B3 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR198,400,000 (Current outstanding amount EUR198,387,620) Class A
Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf);
previously on Jul 7, 2021 Definitive Rating Assigned Aaa (sf)
EUR22,400,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on Jul 7, 2021
Definitive Rating Assigned Baa3 (sf)
EUR18,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on Jul 7, 2021
Definitive Rating Assigned Ba3 (sf)
Euro-Galaxy IV CLO DAC, issued in June 2015 and refinanced twice,
in July 2017 and again in 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 PineBridge
Investments Europe Limited. The transaction's reinvestment period
ended in January 2026.
RATINGS RATIONALE
The upgrades on the ratings on the Class B and Class C notes are
primarily a result of the transaction having reached the end of the
reinvestment period in January 2026; the downgrade to the rating on
the Class F notes is due to the deterioration in
over-collateralisation ratios following loss of par over the last
12 months.
The affirmations on the ratings on the Class A, 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 over-collateralisation ratios of the rated notes have
deteriorated over the last 12 months. According to the trustee
report dated May 2026 [1] the Class A/B, Class C, Class D, Class E
and Class F OC ratios are reported at 135.85%, 125.34%, 114.95%,
107.59% and 104.45% compared to May 2025 [2] levels of 138.09%,
127.40%, 116.84%, 109.36% and 106.17%, respectively.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR310.7m
Defaulted Securities: EUR2m
Diversity Score: 48
Weighted Average Rating Factor (WARF): 2943
Weighted Average Life (WAL): 3.58 years
Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.65%
Weighted Average Coupon (WAC): 3.33%
Weighted Average Recovery Rate (WARR): 44.33%
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 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.
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.
FLUTTER ENTERTAINMENT: Moody's Alters Outlook on Ba1 CFR to Neg.
----------------------------------------------------------------
Moody's Ratings has affirmed the Ba1 corporate family rating and
Ba1-PD probability of default rating of global gaming operator
Flutter Entertainment plc (Flutter, the company). Concurrently,
Moody's have affirmed the existing instrument ratings of its
financing subsidiaries. The outlook on all entities has changed to
negative from stable.
RATINGS RATIONALE
The factors driving the rating action are:
-- Flutter's elevated leverage through the twelve months ended
March 31, 2026, well in excess of both Moody's rating guidance and
the company-defined target. This is the result of debt-funded
transformational M&A concurrently with sizeable shareholder
remuneration in 2025;
-- Limited prospects for meaningful organic de-leveraging in 2026
because higher UK taxes, restructuring and integration costs, along
with EBITDA losses from FanDuel Predicts depress this year's
Moody's-adjusted EBITDA;
-- Moody's views that Flutter's Moody's-adjusted gross debt/EBITDA
may not improve to levels commensurate with Moody's rating guidance
by the end of 2027, considering the company's limited track record
of operating consistently within its publicly stated leverage
guidance.
Social and governance considerations also contribute to the rating
action. Firstly, Moody's expects that substantial UK tax rises will
reduce Flutter's UK earnings and constrain the company's engagement
with customers as a result of a planned reduction in marketing
spending and other operating expenses implemented to safeguard
profitability. Secondly, Flutter's history of operating
consistently above its net leverage targets constrains the
company's ability to accommodate underperformance at the current
rating level, while its recent history of revisions to full-year
guidance casts uncertainty around the pace of future
de-leveraging.
The Ba1 CFR continues to be supported by Flutter's: leading global
scale and top-tier positions across regulated online betting and
gaming markets, with a particularly strong presence in the US;
focus on the structurally faster-growing and more profitable online
segment; diversified portfolio of established brands driving
customer acquisition, retention and cross-selling potential across
sports betting and gaming; strong free cash flow generation and
solid liquidity.
The Ba1 CFR concurrently reflects the company's: intense
competition requiring continuous investment in product innovation
and customer propositions; regulatory risk exposure inherent to the
gaming industry; a history of debt-funded M&A alongside sizeable,
albeit discretionary, share buybacks and its still-developing
commitment to a more conservative financial policy.
ESG CONSIDERATIONS
Flutter's CIS-3 indicates ESG considerations have a limited impact
on the current rating but could exert increasing downward pressure
over time. Environmental risk exposure is low, reflecting the
group's predominantly digital business model, which requires
limited physical infrastructure and results in low emissions and
minimal exposure to physical climate risks, consistent with
online-focused peers. In contrast, social risks are more
pronounced, driven by the inherently high customer protection and
responsible gaming challenges of the sector, including tightening
regulation, higher compliance costs and mounting scrutiny over
gambling-related harm, particularly in online channels where
detection is more complex; these factors, alongside shifting
consumer preferences, may constrain revenue growth and margins.
Governance considerations centre on a relatively flexible financial
policy, with a demonstrated willingness to operate above its stated
leverage targets to pursue acquisitions, and medium-term targets
that appear ambitious given current performance, tempering
confidence in leverage discipline and execution against strategic
objectives.
LIQUIDITY
Flutter's liquidity is good, supported by:
-- The free cash flow-generative nature of its business model,
which Moody's projects to remain largely intact in the next 12-18
months;
-- Unrestricted cash balances of $1.5 billion and access to a
GBP1.1 billion senior secured revolving credit facility due 2028
(GBP195 million drawn as at March 31, 2026);
-- Good compliance under maintenance covenants attached to the
senior secured term loan A issued by PPB Treasury Unlimited Company
and the revolving credit facility (RCF) issued by Flutter
-- The absence of significant debt maturities before 2028
STRUCTURAL CONSIDERATIONS
Debt within Flutter's capital structure is issued under a single
senior secured class. Accordingly, Moody's rates the RCF, senior
secured term loans (including the Term Loan A facilities issued by
Betfair Interactive US Financing LLC, PPB Treasury Unlimited
Company and FanDuel Group Financing LLC, and the Term Loan B issued
by Flutter Financing B.V.), as well as the senior secured notes
issued by Flutter Treasury DAC, in line with the Ba1 CFR.
OUTLOOK
The negative outlook reflects the risk that Flutter may not improve
its Moody's-adjusted gross debt/EBITDA to levels commensurate with
Moody's rating guidance by the end of 2027. The outlook could be
stabilised if Flutter establishes a sustained deleveraging trend
and demonstrates improved financial discipline, resulting in
Moody's-adjusted leverage moving towards levels consistent with the
Ba1 rating.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
While unlikely in the next 12-18 months given the negative outlook,
positive rating pressure could result if Flutter establishes a
track record of sustained de-leveraging, so that its
Moody's-adjusted debt/EBITDA falls sustainably below 3.0x while
liquidity is strong. Profitability margins improving towards 15%
and absence of significant adverse regulatory changes across
Flutter's key markets are also pre-requisites for a rating
upgrade.
Further negative rating pressure would arise if Flutter's
Moody's-adjusted debt/EBITDA remains above 4.0x for a prolonged
period owing to the difficult integration of recent acquisitions, a
deterioration in operating performance or another sizeable
debt-funded acquisition or sizeable share buybacks beyond its cash
flow generating capacity that delays its leverage reduction
trajectory; regulatory changes significantly weaken the
profitability of Flutter's online activity, with the company unable
to mitigate this; its liquidity profile materially weakens.
LIST OF AFFECTED RATINGS
Issuer: Flutter Entertainment plc
Affirmations:
Probability of Default Rating, Affirmed Ba1-PD
LT Corporate Family Rating, Affirmed Ba1
Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1
Outlook Actions:
Outlook, Changed To Negative From Stable
Issuer: Betfair Interactive US Financing LLC
Affirmations:
Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1
Outlook Actions:
Outlook, Changed To Negative From Stable
Issuer: FanDuel Group Financing LLC
Affirmations:
Senior Secured Bank Credit Facility (Local Currency), Affirmed
Ba1
Outlook Actions:
Outlook, Changed To Negative From Stable
Issuer: Flutter Financing B.V.
Affirmations:
Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1
Outlook Actions:
Outlook, Changed To Negative From Stable
Issuer: Flutter Treasury DAC
Affirmations:
Backed Senior Secured (Foreign Currency), Affirmed Ba1
Backed Senior Secured (Local Currency), Affirmed Ba1
Outlook Actions:
Outlook, Changed To Negative From Stable
Issuer: PPB Treasury Unlimited Company
Affirmations:
Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1
Outlook Actions:
Outlook, Changed To Negative From Stable
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
Flutter is a global online sports betting and gaming operator,
offering sportsbook, gaming and poker products through a portfolio
of leading international brands. Its core markets include the US,
UK & Ireland, Italy and Australia, alongside a broader presence
across more than 100 countries. In the last twelve months ended
March 31, 2026, Flutter generated $17 billion of revenue and $2.6
billion of Moody's-adjusted EBITDA.
PENTA CLO 14: Fitch Assigns 'B-sf' Final Rating on Cl. F-R-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Penta CLO 14 DAC's reset notes final
ratings.
Entity/Debt Rating Prior
----------- ------ -----
Penta CLO 14 DAC
X-R XS2876585758 LT PIFsf Paid In Full AAAsf
X-R-R XS3396005624 LT AAAsf New Rating
A-1-R XS2876585832 LT PIFsf Paid In Full AAAsf
A-2-R XS2876586053 LT PIFsf Paid In Full AAAsf
A-R-R XS3396005897 LT AAAsf New Rating
B-R XS2876586210 LT PIFsf Paid In Full AAsf
B-R-R XS3396005970 LT AAsf New Rating
C-R XS2876586640 LT PIFsf Paid In Full Asf
C-R-R XS3396006192 LT Asf New Rating
D-R XS2876586996 LT PIFsf Paid In Full BBB-sf
D-R-R XS3396006275 LT BBB-sf New Rating
E-R XS2876587291 LT PIFsf Paid In Full BB-sf
E-R-R XS3396006358 LT BB-sf New Rating
F-R XS2876587457 LT PIFsf Paid In Full B-sf
F-R-R XS3396006432 LT B-sf New Rating
Z XS3396006515 LT NRsf New Rating
Transaction Summary
Penta CLO 14 DAC is a securitisation of mainly senior secured loans
and secured senior bonds (at least 90%), with a component of senior
unsecured, mezzanine and second-lien loans. Net proceeds from the
refinancing notes were used to redeem the existing notes, except
for the subordinated notes, to fund a portfolio with a target par
of EUR400 million.
The portfolio is actively managed by Partners Group (UK) Management
Ltd. The collateralised loan obligation (CLO) has 4.6-year
reinvestment period and an 8.5 year weighted average life (WAL)
test at closing.
KEY RATING DRIVERS
Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.3.
High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 65%.
Diversified Asset Portfolio (Positive): The transaction includes
four Fitch matrices, each based on a top 10 obligor concentration
limit of 20%. Two matrices are effective at closing, corresponding
to fixed rate asset limits at 5% and 10% and to an 8.5-year WAL
test covenant. The remaining two matrices are effective 12 months
after closing and correspond to a 7.5-year WAL test covenant, with
the same fixed-rate asset limits as the closing matrices. The two
forward matrices can be elected by the collateral manager if the
collateral principal amount (with defaults carried at Fitch
collateral value) is at least equal to the reinvestment target par
balance and/or a confirmation from Fitch.
The transaction also includes various concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio of 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.
Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period and reinvestment criteria similar to those of
other European transactions. Fitch's analysis is based on a
stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.
Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis has been reduced by one year,
down to 7.5 years for the closing matrices analysis and to 6.5
years for the forward matrices analysis. This accounts for the
strict reinvestment conditions envisaged by the transaction after
its reinvestment period. These conditions include passing both the
coverage tests and the Fitch 'CCC' maximum limit, together with a
WAL covenant that gradually steps down, both before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class X-R-R, A-R-R, B-R-R,
C-R-R and D-R-R notes and lead to a downgrade of one notch for the
class E-R-R notes and a downgrade to below 'B-sf' for the class
F-R-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 B-R-R
notes have a rating cushion of two notches, the class C-R-R and
D-R-R notes each have cushion of three notches, the class E-R-R
notes have a cushion of five notches and the class F-R-R notes have
a cushion of four notches, due to the better metrics and shorter
life of the identified portfolio than the Fitch-stressed portfolio.
The class X-R and A-R notes have no cushion as they are already
rated at the highest possible level.
Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to three
notches each for the rated notes and to below 'B-sf' for the class
E-R-R and F-R-R notes. The class X-R-R notes are not affected.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction in the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to two notches for the class B-R-R notes, up to
three notches for the class C-R-R notes and up to five notches each
for the class D-R-R, E-R-R and F-R-R notes. The class X-R and A-R
notes are rated 'AAAsf', the highest level on Fitch's scale, and
cannot be upgraded.
Upgrades during the reinvestment period, which are based on the
Fitch-stressed portfolio, may result from 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 agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
Fitch does not provide ESG relevance scores for Penta CLO 14 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.
PENTA CLO 14: S&P Assigns B-(sf) Rating on Class F-R-R Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Penta CLO 14
DAC's class X-R-R, A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R
notes. At closing, the issuer issued unrated subordinated notes
outstanding from the existing transaction and additional
subordinated notes.
This transaction is a reset of the already existing transaction
which S&P rates. The existing classes of notes were fully redeemed
with the proceeds from the issuance of the replacement notes on the
reset date. The ratings on the original notes have been withdrawn.
The reinvestment period will be approximately 4.6 years, while the
noncall period will be 1.5 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payment.
The ratings assigned to the reset notes reflect S&P's assessment
of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,834.59
Default rate dispersion 458.79
Weighted-average life (years) 4.57
Obligor diversity measure 145.56
Industry diversity measure 21.08
Regional diversity measure 1.39
Transaction key metrics
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 1.34
Target 'AAA' weighted-average recovery (%) 35.61%
Actual weighted-average spread net of floors (%) 3.68
Actual weighted-average coupon (%) 5.06
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we modelled an adjusted target par
amount of EUR399.64 million, which is lower than the target par
amount of EUR400.00 million. At closing, the collateral principal
amount used in our cash flow analysis is adjusted down by the
presence of higher negative cash balance in the transaction.
"We used the covenanted weighted-average spread of 3.50%, the
covenanted weighted-average coupon of 5.00%, and the covenanted
weighted-average recovery rate. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R-R to D-R-R notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO is still in its reinvestment phase
starting from the effective date, during which the transaction's
credit risk profile could deteriorate, we capped our ratings on
these notes.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all classes
of notes.
"In addition to our standard analysis, we also included the
sensitivity of the ratings on the class X-R-R to E-R-R notes, based
on four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or limit assets from being
related to certain industries. Since the exclusion of assets from
these industries does not result in material differences between
the transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."
Penta CLO 14 DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Partners
Group CLO Advisers LP manages the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
X-R-R AAA (sf) 2.00 N/A Three/six-month EURIBOR
plus 0.92%
A-R-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.27%
B-R-R AA (sf) 44.00 27.00 Three/six-month EURIBOR
plus 1.70%
C-R-R A (sf) 24.00 21.00 Three/six-month EURIBOR
plus 1.95%
D-R-R BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 2.90%
E-R-R BB- (sf) 18.00 9.50 Three/six-month EURIBOR
plus 5.15%
F-R-R B- (sf) 12.00 6.50 Three/six-month EURIBOR
plus 8.17%
Z NR 5.00 N/A
Additional
sub. notes NR 1.20 N/A N/A
Sub. notes NR 32.90 N/A N/A
*The ratings assigned to the class X-R-R, A-R-R, and B-R-R notes
address timely interest and ultimate principal payments. S&P's
ratings address ultimate interest and principal payments on the
rest of the other rated notes.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
Sub. notes--Subordinated notes.
NR--Not rated.
N/A--Not applicable.
PROVIDUS CLO VI: Moody's Affirms Ba3 Rating on EUR21MM Cl. E Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Providus CLO VI Designated Activity Company:
EUR26,000,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Upgraded to Aa1 (sf); previously on Dec 15, 2021 Definitive
Rating Assigned Aa2 (sf)
EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aa1 (sf); previously on Dec 15, 2021 Definitive Rating
Assigned Aa2 (sf)
EUR27,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Upgraded to A1 (sf); previously on Dec 15, 2021
Definitive Rating Assigned A2 (sf)
Moody's have also affirmed the ratings on the following notes:
EUR244,700,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Dec 15, 2021 Definitive
Rating Assigned Aaa (sf)
EUR26,900,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on Dec 15, 2021
Definitive Rating Assigned Baa3 (sf)
EUR21,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on Dec 15, 2021
Definitive Rating Assigned Ba3 (sf)
EUR11,600,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2034, Affirmed B3 (sf); previously on Dec 15, 2021
Definitive Rating Assigned B3 (sf)
Providus CLO VI Designated Activity Company, issued in December
2021, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Permira European CLO Manager LLP. The
transaction's reinvestment period will end in August 2026.
RATINGS RATIONALE
The rating upgrades on the Class B-1, B-2 and C notes are primarily
a result of the benefit of the shorter period of time remaining
before the end of the reinvestment period in August 2026.
The affirmations on the ratings on the Class A, D, E and F notes
are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.
In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.
The key model inputs Moody's uses in Moody's analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on Moody's published methodology
and could differ from the trustee's reported numbers.
In Moody's base case, Moody's used the following assumptions:
Performing par and principal proceeds balance: EUR393.4m
Defaulted Securities: EUR2.7m
Diversity Score: 61
Weighted Average Rating Factor (WARF): 3012
Weighted Average Life (WAL): 4.25 years
Weighted Average Spread (WAS): 3.56%
Weighted Average Coupon (WAC): 4.02%
Weighted Average Recovery Rate (WARR): 43.53%
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 the 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: Once reaching the end of the
reinvestment period in August 2026, 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.
-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.
-- 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.
SCULPTOR EUROPEAN VIII: S&P Assigns (P)B-(sf) Rating on F-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Sculptor
European CLO VIII DAC's class A-1-R, A-2-R, B-R, C-R, D-R, E-R, and
F-R notes. At closing, the issuer will also issue EUR47.186 million
unrated subordinated notes.
This transaction is a reset of the already existing transaction
which we rate. The existing classes of notes will be fully redeemed
with the proceeds from the issuance of the replacement notes on the
reset date.
The reinvestment period will be approximately 4.5 years, while the
noncall period will be 1.5 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payment.
The preliminary ratings assigned to the reset notes reflect S&P's
assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.
-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,773.22
Default rate dispersion 556.07
Weighted-average life (years) 4.45
Weighted-average life (years) extended
to cover the length of the reinvestment period 4.49
Obligor diversity measure 126.62
Industry diversity measure 25.45
Regional diversity measure 1.29
Transaction key metrics
Total par amount (mil. EUR) 375
Defaulted assets (mil. EUR) 0
Number of performing obligors 164
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 2.12
Target 'AAA' weighted-average recovery (%) 36.69%
Actual weighted-average spread net of floors (%) 3.70
Actual weighted-average coupon (%) 3.99
Rating rationale
Our preliminary ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR375.00 million target
par amount, the covenanted weighted-average spread of 3.60%, the
covenanted weighted-average coupon of 3.75%, and the target
weighted-average recovery rate (WARR) at all rating levels, except
at 'AAA' where we use a covenanted WARR of 35.69%. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned preliminary ratings.
"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO will be in its reinvestment phase starting from
the effective date, during which the transaction's credit risk
profile could deteriorate, we have capped our preliminary ratings
assigned to these notes."
The class A-1-R, A-2-R, and F-R notes can withstand stresses
commensurate with the assigned preliminary ratings.
S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
preliminary ratings are commensurate with the available credit
enhancement for all rated classes of notes.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-R to E-R notes, based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Sculptor European CLO VIII DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. The transaction will be managed by Sculptor Europe Loan
Management Ltd.
Ratings
Prelim Prelim amount Credit
Class rating* (mil. EUR) enhancement (%) Interest rate§
A-1-R AAA (sf) 228.750 39.00 Three/six-month EURIBOR
plus 1.28%
A-2-R AAA (sf) 5.625 37.50 Three/six-month EURIBOR
plus 1.65%
B-R AA (sf) 37.500 27.50 Three/six-month EURIBOR
plus 1.75%
C-R A (sf) 22.500 21.50 Three/six-month EURIBOR
plus 2.00%
D-R BBB- (sf) 28.125 14.00 Three/six-month EURIBOR
plus 2.95%
E-R BB- (sf) 16.875 9.50 Three/six-month EURIBOR
plus 5.65%
F-R B- (sf) 11.250 6.50 Three/six-month EURIBOR
plus 8.78%
Sub notes NR 24.900 N/A N/A
Additional
Sub notes NR 22.286 N/A N/A
*The preliminary ratings assigned to the class A-1-R, A-2-R, and
B-R notes address timely interest and ultimate principal payments.
S&P's preliminary ratings address ultimate interest and principal
payments on the rest of the other rated notes.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
===================
K A Z A K H S T A N
===================
KAZAKHSTAN TEMIR: S&P Withdraws 'BB' LongTerm Issuer Credit Rating
------------------------------------------------------------------
S&P Global Ratings withdrew its 'BB' long-term issuer credit rating
and 'kzAA-' national scale rating on railroad company Kazakhstan
Temir Zholy at the company's request. The outlook on the rating was
positive at the time of the withdrawal.
===================
L U X E M B O U R G
===================
QSRP INVEST: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed QSRP Invest S.a r.l.'s Long-Term Issuer
Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also
affirmed the senior secured rating assigned to QSRP Finco BV's term
loan B (TLB) at 'B+' with a Recovery Rating of 'RR3', reflecting
the announced add-on of EUR55 million to the TLB.
QSRP's IDR reflects its high leverage, small scale and moderate
diversification by brand and geography. These constraints are
balanced by its predominantly franchise business model and focus on
the quick-service restaurant segment, which Fitch views as
providing greater business stability than that of restaurant-sector
peers. The rating also reflects Fitch's expectation of continued
positive free cash flow (FCF) generation, consistent performance
from QSRP's core brands and gradual network expansion.
The Stable Outlook assumes a prudent financial policy, with no
large debt-funded acquisitions or dividends.
Key Rating Drivers
Add-on Exhausts Leverage Headroom: Fitch projects that the
announced EUR55 million TLB add-on will increase QSRP's 2026
EBITDAR leverage by about 0.3x to 6.0x, temporarily exhausting the
leverage headroom under its forecast. Fitch expects leverage to
improve to 5.6x in 2027 under its updated projections, underpinning
the Stable Outlook. However, lower profitability, weaker sales
trends or additional debt could put pressure on the ratings. Fitch
expects the add-on proceeds to refinance the revolving credit
facility (RCF), which had been previously drawn to provide
liquidity to the carved-out Nordsee business.
Continued Business Expansion: QSRP has been actively expanding its
footprint both by segment and geography. In 2024, it launched its
Asian cuisine business in the UK and Ireland through the
acquisition of a 51% stake in Chopstix Group. In 2025, it launched
its coffee and bakery segment by signing a master franchise
agreement for the Dunkin' brand in France. It also acquired a 45%
stake and control in Global Food Solutions (GFS), a platform that
specialises in the trading and distribution of food products in
France and neighbouring regions.
No new franchise platforms have been added in 2026, but Fitch
expects QSRP to deliver a record number of openings across its
existing brands, with 175 new restaurants in its 2026 forecast.
This, coupled with a full-year contribution from GFS, should
support revenue growth of over 23% in 2026 on the current
consolidation perimeter. Fitch still expects reported revenue to be
lower compared with 2025 due to the carve-out of Nordsee.
Small Scale, Moderate Diversification: QSRP remains relatively
small for the restaurant industry, despite revenue CAGR of about
20% in 2022-2025 and continued profitability growth in its
restaurant operations. Fitch views QSRP's Fitch-calculated 2025
EBITDAR of about EUR180 million as consistent with its current 'B'
rating. Business diversification remains moderate, with a network
of 1,264 restaurants at end-2025, across four core segments:
burgers (Burger King, Quick, G La Dalle, JB brands; 50% of units),
tacos (O'Tacos; 36% of units), Asian cuisine (Chopstix; 13%) and
coffee and bakery (Dunkin'; 7 units).
Profitability Affected by GFS Acquisition: The Nordsee disposal
should improve QSRP's profitability as the business generated
materially lower restaurant-level EBITDA margin compared with the
rest of the group. However, this improvement is partly offset by
the acquisition of GFS, which has structurally lower profitability.
As a result, Fitch forecasts an improvement in EBITDA margin to
above 22% in 2026 from 14% reported in 2025. Fitch expects easing
raw material costs, primarily beef, to also contribute positively
to margin expansion. In 2027, Fitch expects some dilution to
profitability from GFS, leading to a 60bp decline in EBITDA
margin.
Franchise Model Drives Stability: Over 80% of QSRP's restaurants
operate under its franchising model, where the company receives
franchise fees and is not exposed to the restaurant's cost base.
This results in higher and more resilient profitability and
favourably distinguishes QSRP from peers that predominantly operate
their own restaurants.
Healthy FCF Generation: QSRP's sustained positive (except in 2024)
and growing FCF is a key rating support factor, which
differentiates it from lower-rated sector peers. The strong FCF
profile is driven mainly by its franchise-based business model,
allowing it to support organic expansion, make adequate investments
in the restaurant network and fund bolt-on M&A. Increasing FCF
volatility, together with operating underperformance, would
indicate structural business model weakness, reducing rating
headroom and increasing downside rating pressure.
Meaningful Execution Risks Remain: Fitch views QSRP's expansion
plan as ambitious and forecast fewer new openings than the
management targets. The Nordsee carve-out has removed a loss-making
operation, but Fitch believes execution risks remain, given the
group's limited record of operating in newer formats, such as Asian
cuisine and coffee and bakery, as well as new geographies and the
recently acquired GFS platform. Fitch forecasts same-store sales to
remain neutral or grow at low single digits, with limited downside
risks, as the quick-service segment tends to outperform and is less
cyclical than the broader restaurant market.
Resilient Quick-Service Segment: QSRP operates a quick-serve
restaurant model, which, despite a 4% like-for-like EBITDA
contraction in 1Q26, has historically proved more resilient through
economic cycles than full-service restaurants, which rely more on
discretionary spending. Its value positioning and consumers'
tendency to trade down from more expensive dining options help
limit downside risk during economic slowdowns, while stronger
consumer spending, during improved economic conditions, should also
support demand for quick-service restaurants.
Peer Analysis
QSRP is rated two notches above Wheel Bidco Limited (Pizza Express;
CCC+). QSRP's higher rating is underpinned by its larger scale,
diversification of brands, and stronger and more resilient EBITDA
margin, supported by its predominantly franchise business model.
QSRP operates in multiple markets in Europe and is expanding
internationally, so it is more geographically diversified than
Pizza Express and Sizzling Platter, which mainly focus on one or
two markets. QSRP is also less leveraged than Pizza Express.
Fitch’s Key Rating-Case Assumptions
- Same-store sales increases in the low-single digits a year over
2026-2029
- New store openings contributing about 10% to system-wide sales
growth over 2026-2029
- EBITDA margin improving to above 22% in 2026 (2025: 14%) due to
Nordsee exclusion, then stabilising in 2027
- Average capex intensity of about 5.7% over 2026-2029
- No exercise of options to buy out minority stakes in Chopstix, G
La Dalle or Global Food Solutions
- Preference shares at G La Dalle treated as debt
- No dividends
- No M&A cash flow other than that related to existing restricted
group and past acquisitions
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('bb-', Moderate), sector characteristics
('bb', Moderate), market and competitive positioning ('b+',
Higher), diversification and asset quality ('bb', Moderate),
company operational characteristics ('bbb', Lower), profitability
('bbb-', 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 latest 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 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 QSRP would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated. Fitch assumes a 10% administrative claim.
In its bespoke recovery analysis, Fitch estimates GC EBITDA
available to creditors at about EUR95 million, considering the
recent acquisitions and the carve-out of the less profitable
Nordsee business. The GC EBITDA reflects Fitch's view of a
sustainable, post-reorganisation EBITDA, which would allow QSRP to
retain a viable business model.
Fitch uses an enterprise value/EBITDA multiple of 5.0x to calculate
a post-reorganisation valuation, in line with the multiple used for
Wheel Bidco.
At the opco level, Fitch considers EUR4 million of debt, secured
mainly against real estate facilities, as ranking prior to senior
secured debt. QSRP's senior secured revolving credit facility (RCF)
of EUR85 million and TLB of EUR670 million (including the announced
EUR55 million add-on) rank pari passu. In accordance with its
criteria, Fitch assumes the RCF is fully drawn on default. Fitch
treats the convertible bonds, which sit outside the restricted
group and are on-lent via an intercompany loan, as non-debt.
Therefore, convertible bonds do not affect recovery prospects for
senior secured lenders.
The waterfall analysis generates a ranked recovery for its senior
secured debt in the 'RR3' band, indicating a 'B+' rating, one notch
above the IDR.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- Permanently drawn RCF due to larger-than-expected funds leakage
to related parties or increased FCF volatility
- EBITDAR margin deterioration, leading to consistently
neutral-to-negative FCF
- No visibility of EBITDAR leverage falling below 6.0x on a
sustained basis
- EBITDAR fixed-charge coverage below 1.5x on a sustained basis
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- Well-executed growth strategy and improving restaurant
profitability, leading to consistent EBITDA growth
- EBITDAR leverage below 5.0x on a sustained basis
- EBITDAR fixed-charge coverage above 2.0x on a sustained basis
- Positive mid-single digit FCF margins on a sustained basis
Liquidity and Debt Structure
Fitch assesses QSRP's liquidity as satisfactory, with
Fitch-calculated readily available cash of EUR32 million at
end-2025. The company drew EUR55 million under its RCF in 1H26 to
finance the carve-out commitments for Nordsee, but will restore
full RCF availability by refinancing the drawings with proceeds
from the EUR55 million add-on to the EUR615 million TLB. Under its
forecast, the EUR85 million RCF remains fully undrawn over the
forecast horizon, as Fitch expects FCF to remain positive.
The debt maturity profile remains solid, with the RCF maturing in
2030 and the TLB maturing in 2031. Fitch forecasts only minor debt
repayments in 2026-2029, related to the redemption of G la Dalle's
preference shares.
Issuer Profile
QSRP is a quick-service restaurant platform with a diversified
brand portfolio.
Summary of Financial Adjustments
Fitch adjusts readily available cash by EUR30 million to account
for business operational requirements.
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 QSRP.
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
----------- ------ -------- -----
QSRP Finco BV
senior secured LT B+ Affirmed RR3 B+
QSRP Invest S.a r.l. LT IDR B Affirmed B
===========
R U S S I A
===========
ALOQABANK: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive
-------------------------------------------------------------
Fitch Ratings has affirmed Joint-Stock Commercial Aloqabank's
Long-Term (LT) Foreign- and Local-Currency Issuer Default Ratings
(IDRs) at 'BB' with Positive Outlooks. Fitch has also affirmed the
bank's Viability Rating (VR) at 'b'.
Key Rating Drivers
Aloqa's LT IDRs are equalised with Uzbekistan's sovereign ratings
(BB/Positive), reflecting Fitch's view of a moderate probability of
government support, as captured by the bank's 'bb' Government
Support Rating (GSR). The Positive Outlook on the IDRs mirrors that
on the sovereign. The bank's 'b' VR mainly reflects its limited
franchise in the concentrated Uzbek banking sector, considerable
asset-quality risks, weak profitability, and limited
capitalisation.
Support Considerations: Its view on state support reflects Aloqa's
majority state ownership, a solid record of capital and funding
support from the state, and its new policy role as the government's
agent bank for subsidised development lending to young
entrepreneurs. Fitch also considers a low cost of potential support
relative to the sovereign's international reserves. Despite
privatisation plans, Fitch continues to factor in government
support for Aloqa, as Fitch does not expect the bank to be sold in
the near term.
Improving Operating Environment: The operating environment for
Uzbek banks has materially strengthened over the past five years,
and Fitch expects further improvements, particularly in addressing
structural risks and enhancing the quality of regulation and
governance. This, alongside a robust economy, should support
business growth and translate into stronger earnings and capital
generation, making banks' credit profiles more resilient. The
outlook on the operating environment score for Uzbek banks is
therefore positive.
Small State Bank, Corporate Focus: Aloqa ranked 10th among
Uzbekistan's 34 banks at end-1Q26, making up 4% of sector assets
and deposits, and 3% of loans. The bank focuses on corporate and
SME lending, although it has also taken steps to diversify into
retail. It has also started providing subsidised loans to young
entrepreneurs since 2025, although this remains a niche segment to
date.
Concentrated Loan Book, Rapid Growth: Aloqa's corporate focus
results in high single-name concentrations and elevated loan
dollarisation (41% at end-1Q26, slightly above the sector average
of 40%). Credit risk also stems from rapid lending growth, with
gross loans rising 45% in 2025 (sector average: 13%), which could
give rise to medium-term seasoning risks, in its view.
Stable Impaired Loans, Low Provisioning: Aloqa's impaired (Stage 3)
loans ratio edged down to 7.2% at end-2025 (end-2024: 7.5%), due
mainly to high loan growth. The bank's asset quality is undermined
by low reserve coverage of problem loans, with total loan loss
allowances equal to a low 0.4x at end-2025, reflecting reliance on
hard collateral. Fitch expects the impaired loans ratio to rise to
about 8% in 2026 as the rapidly growing loan book seasons.
Weak Profitability, Net Loss: Aloqa's operating loss widened to
0.7% of risk-weighted assets (RWAs) in 2025 (2024: loss of 0.4%).
This was driven by tightening net interest margin to 3.3% (2024:
4.5%), increased loan impairment charges and still weak cost
efficiency. As a result, the bank posted a narrow net loss in 2025.
Fitch expects Aloqa's profitability to recover but remain weak in
2026, with the operating profit/RWAs ratio only marginally above
zero.
Weakened Capitalisation, New Capital Injections: Aloqa's Fitch Core
Capital (FCC) ratio fell to 9.8% at end-2025 (end-2024: 12.6%) due
to rapid RWAs growth. Regulatory capital ratios have only limited
headroom over minimum requirements. The bank relies on regular
state capital contributions to support its capital ratios, given
weak internal capital generation. Fitch expects the FCC ratio to
modestly recover to about 11% in 2026, supported by a conversion of
USD65 million Tier 2 subordinated debt into equity.
Rising Wholesale Funding; Limited Liquidity: Aloqa is funded by a
mix of customer accounts (44% of liabilities at end-1Q26 under
local GAAP) and wholesale borrowings (28%). The latter have risen
sharply over the past year, including through the recent debut
issue of USD300 million Eurobonds. As a result, Aloqa's
loans/customer deposits ratio jumped to 140% at end-2025 (end-2024:
105%) and Fitch expects it to increase further in 2026. The bank's
liquidity buffer covered only 0.2x non-state funds at end-1Q26.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Aloqa's LT IDRs and GSR would be downgraded if Uzbekistan's
sovereign ratings are downgraded. The ratings could also be
downgraded if Fitch takes the view that the Uzbek authorities'
ability or propensity to support the bank has weakened, for
example, due to a weakening of its policy role, or significant
delays to and insufficient capital support to address its
asset-quality risks. Fitch could also downgrade Aloqa's ratings if
the government decides to accelerate the bank's privatisation,
resulting in weaker links with the sovereign.
The VR could be downgraded if the bank's FCC ratio remains at about
10% or declines, for example due to a sharp deterioration in asset
quality, resulting in loss-making performance, or due to higher
lending growth, unless it is offset by timely and sufficient state
capital support.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
The IDRs and GSR would be upgraded following an upgrade of
Uzbekistan's sovereign ratings, provided the state's propensity to
support the bank remains strong.
An upgrade of the VR would require material improvements in the
bank's risk profile and asset quality, driving substantially
stronger profitability and capitalisation, alongside a
strengthening of the operating environment for domestic banks.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Aloqa's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support. The LT Foreign- and
Local-Currency IDRs (xgs) of 'B(xgs)' are equalised with the bank's
VR. The Short-Term Foreign- and Local-Currency IDRs (xgs) of
'B(xgs)' are mapped to the bank's LT Foreign- and Local-Currency
IDRs (xgs), respectively.
The Short-Term (ST) IDRs of 'B' are the only possible option for LT
IDRs in the 'BB' rating category.
Fitch rates Aloqa's senior unsecured notes in line with the bank's
LT IDR, as the default risk of these obligations is the same as
that of the bank, according to Fitch's rating definitions.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The bank's LT IDRs (xgs) are sensitive to changes in its VR. The ST
IDRs (xgs) are sensitive to changes in Aloqa's LT IDRs (xgs).
The bank's ST IDRs are sensitive to a multi-notch downgrade of its
LT IDRs.
The senior unsecured LT debt rating would be downgraded following a
similar action on the LT IDR.
Public Ratings with Credit Linkage to other ratings
Aloqa's LT IDRs are directly linked to Uzbekistan's ratings.
ESG Considerations
Aloqa has an ESG Relevance Score of '4' for Governance Structure as
the state of Uzbekistan is highly involved in the banks at board
level and in the business. This has a negative impact on the bank's
credit profile and is relevant to the ratings in conjunction with
other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Joint-Stock
Commercial Aloqabank
LT IDR BB Affirmed BB
ST IDR B Affirmed B
LC LT IDR BB Affirmed BB
LC ST IDR B Affirmed B
Viability b Affirmed b
Gov't Support bb Affirmed bb
LT IDR (xgs) B(xgs) Affirmed B(xgs)
ST IDR (xgs) B(xgs) Affirmed B(xgs)
LC LT IDR (xgs) B(xgs) Affirmed B(xgs)
LC ST IDR (xgs) B(xgs) Affirmed B(xgs)
sr unsecured LT BB Affirmed BB
sr unsecured LT (xgs) B(xgs) Affirmed B(xgs)
BANK AGROBANK: Fitch Affirms 'BB' LongTerm IDR, Outlook Positive
----------------------------------------------------------------
Fitch Ratings has affirmed Joint-Stock Commercial Bank Agrobank's
(Agro) Long-Term (LT) Foreign- and Local-Currency Issuer Default
Ratings (IDRs) at 'BB' with Positive Outlooks. Fitch has also
affirmed the bank's Viability Rating (VR) at 'b-'.
Key Rating Drivers
Agro's LT IDRs are equalised with those of the Republic of
Uzbekistan (BB/Positive), reflecting Fitch's view of a moderate
probability of government support, as captured by the bank's 'bb'
GSR. The bank's 'b-' VR reflects its exposure to the local
operating environment, material asset quality risks, weak
profitability and limited liquidity. These are counterbalanced by a
strong franchise and capitalisation supported by regular state
equity injections.
Policy Role: Fitch believes the Uzbek authorities have a high
propensity to support Agro, given the bank's strategic state
ownership and status as the government's agent bank for
state-subsidised lending to the agricultural and textile
industries, the low cost of potential support relative to the
sovereign's international reserves, and the state's support
record.
Improving Operating Environment: The operating environment for
Uzbek banks has materially strengthened over the past few years,
and Fitch expects further improvements, particularly in addressing
structural risks and enhancing the quality of regulation and
governance. Alongside a robust economy, this should support
business growth and translate into stronger earnings and capital
generation, making banks' credit profiles more resilient. The
outlook on the operating environment score for Uzbek banks is
therefore positive.
Strong Domestic Franchise: Agro is the second-largest bank in
Uzbekistan, accounting for 12% of sector assets and 14% of sector
loans at 1 May 2026. The bank acts as the government's agent for
supporting agricultural and textile producers, while also actively
expanding its commercial corporate and retail franchises.
High-Risk Lending; Rapid Growth: Agro's underwriting standards
remain influenced by the government. Subsidised lending, which
Fitch views as higher risk, equalled 41% of gross loans at
end-1Q26. Fitch estimates that loan growth under IFRS accelerated
to around 30% in 2025 (2024: 15%) and exceeded the sector average
of 13%. Fitch projects it will moderate to 10% in 2026, driven
largely by commercial retail lending. Loan dollarisation was
notable at 25% of gross loans at end-1Q26, although it was below
the sector average of 40%.
Vulnerable Asset Quality: Fitch estimates that the impaired loans
ratio was stable at end-2025 (end-2024: 6%), with most impaired
loans concentrated in the corporate and SME portfolio. The total
reserve coverage ratio was likely broadly unchanged from 51% at
end-2024, which Fitch views as only moderate, with the bank relying
heavily on insurance policies (around 60% of gross loans) and hard
collateral as credit risk mitigants. The Stage 2 loans ratio could
have reduced to 15% of gross loans at end-2025 (end-2024: 19%).
Fitch expects the impaired loans ratio to rise moderately over the
next two years due to loan seasoning, while staying below 8%.
Weak Profitability: Agro's margins could have narrowed to 6% in
2025 (2024: 7%) on higher funding costs. Together with a large cost
base, this likely reduced the pre-impairment profit/average loans
ratio from 3.4% in 2024, indicating limited loss-absorption
capacity. Credit losses remained notable, resulting in an operating
profit/risk-weighted assets (RWAs) ratio below 0.5% in 2025 (2024:
0.2%). Fitch believes the core ratio will improve gradually,
supported by the bank's increased focus on higher-yielding
products, but remain below 1% in 2026-2027.
Regular State Capital Injections: Fitch estimates that the Fitch
Core Capital ratio decreased to just below 14% at end-2025 from 15%
at end-2024 on 19% RWA growth. Agro received UZS7.5 trillion in
capital from the state in 2021-2025 (8% of RWAs at end-2025) to
support subsidised lending and maintain adequate capital buffers.
Fitch expects Agro to continue relying on state capital support.
The regulatory Tier 1 (end-1Q26: 12.4%) and total capital (15.9%)
ratios were adequately above statutory minimums. Given the bank's
growth plans and absent dividend payments, the core ratio is likely
to stay within 13%-14% in 2026-2027.
External Borrowings, Limited Liquidity: The bank relies heavily on
market borrowings for funding. These comprised 45% of local GAAP
liabilities at end-1Q26, mainly Eurobonds and credit lines from
foreign banks and development institutions. State-related funding
added another 30%, while non-state deposits have expanded almost
twofold since 2024 to 23% at end-1Q26 (end-2024: 17%), indicating
some progress in funding diversification. Liquid assets were a
limited 9.7% of total assets at end-1Q26, covering 45% of non-state
deposits.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Agro's GSR and IDRs would be downgraded if Uzbekistan's sovereign
IDRs were downgraded. Fitch could also downgrade the bank's IDRs
and notch them off the sovereign ratings if it views that the
government's propensity to support the bank has reduced, for
example, due to a weakening of the bank's policy role or delays in
capital support.
The VR could be downgraded on a material deterioration in asset
quality that results in large credit losses and triggers a breach
of minimum statutory capital requirements if not promptly offset by
new equity injections from the state.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Agro's GSR and IDRs would be upgraded if the sovereign ratings were
upgraded, provided the sovereign's propensity to support the bank
remains strong.
An upgrade of the VR would require a sustained record of improved
asset quality and profitability, alongside stable capitalisation. A
material strengthening of the operating environment for domestic
banks would also be positive for the rating, along with other
factors.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Agro's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support. The LT Foreign- and
Local-Currency IDRs (xgs) are equalised with the bank's VR. The
Short-Term (ST) Foreign- and Local-Currency IDRs (xgs) are mapped
to the bank's LT Foreign- and Local-Currency IDRs (xgs),
respectively.
The ST IDR of 'B' is the only possible option for LT IDRs in the
'BB' category.
Agro's senior unsecured debt ratings are aligned with its LT IDRs
and LT IDRs (xgs), respectively.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The bank's LT IDRs (xgs) are sensitive to changes in its VR. The ST
IDRs (xgs) are sensitive to changes in Agro's LT IDRs (xgs).
The bank's ST IDRs are sensitive to changes in its LT IDRs.
Agro's senior unsecured debt ratings are sensitive to changes in
its LT IDRs and LT IDRs (xgs), respectively.
Public Ratings with Credit Linkage to other ratings
Agro's LT IDRs are linked to Uzbekistan's LT IDRs.
ESG Considerations
Agro has an ESG Relevance Score of '4' for Governance Structure, as
the state of Uzbekistan is highly involved in the banks at board
level and in the business. The factor has a negative impact on the
bank's credit profile and is relevant for the ratings in
conjunction with other factors.
The bank has an ESG Relevance Score of '3' for Exposure to
Environmental Impacts and Exposure to Social Impacts, representing
a deviation from the sector guidance of '2' for comparable banks,
given its focus on subsidised lending to the agricultural sector.
This has only a minimal credit impact on the entity and minimal
relevance for the ratings.
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
----------- ------ -----
Joint-Stock Commercial
Bank Agrobank
LT IDR BB Affirmed BB
ST IDR B Affirmed B
LC LT IDR BB Affirmed BB
LC ST IDR B Affirmed B
Viability b- Affirmed b-
Gov't Support bb Affirmed bb
LT IDR (xgs) B-(xgs) Affirmed B-(xgs)
ST IDR (xgs) B(xgs) Affirmed B(xgs)
LC LT IDR (xgs) B-(xgs) Affirmed B-(xgs)
LC ST IDR (xgs) B(xgs) Affirmed B(xgs)
senior unsecured LT BB Affirmed BB
senior unsecured LT (xgs) B-(xgs) Affirmed B-(xgs)
BANK BUSINESS: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed Joint-Stock Commercial Bank Business
Development Bank's (BDB) Long-Term (LT) Foreign- and Local-Currency
Issuer Default Ratings (IDRs) at 'BB' with Positive Outlooks. Fitch
has also upgraded the bank's Viability Rating (VR) to 'b-' from
'ccc+'.
The upgrade of BDB's VR reflects its assessment that the bank has
achieved a meaningful strengthening of its standalone credit
profile, supported by improved asset quality, restored
profitability and stronger capitalisation. The rating action also
incorporates its expectation that the bank will maintain its
enhanced financial profile over the medium term.
Key Rating Drivers
BDB's LT IDRs are equalised with Uzbekistan's sovereign ratings
(BB/Positive) to reflect Fitch's view of a moderate probability of
government support, as captured by the bank's 'bb' Government
Support Rating (GSR). Its 'b-' VR reflects vulnerable, although
improved, asset quality, recovered profitability and enhanced
capitalisation.
Policy Role: BDB's GSR reflects its state ownership, policy mandate
as the main operator of SME development programmes in Uzbekistan,
the low cost of potential support relative to the sovereign's
international reserves, and the state's support record.
Improving Operating Environment: The operating environment for
Uzbek banks has materially strengthened over the past few years,
and Fitch expects further improvements, particularly in addressing
structural risks and enhancing the quality of regulation and
governance. Alongside a robust economy, this should support
business growth and translate into stronger earnings and capital
generation, making banks' credit profiles more resilient. The
outlook on the operating environment score for Uzbek banks is
therefore positive.
Modest Franchise: BDB is a medium-sized bank (4% of sector assets
as of 1 May 2026) with a strong mortgage franchise (13% of sector
mortgage loans). It is actively developing its commercial lending
to SMEs and retail businesses, but Fitch expects the portion of
subsidised loans (around 25% of gross loans at end-1Q26) to remain
large in the medium term, given BDB's policy role.
High-Risk SME Lending: Fitch assesses BDB's corporate and SME book
(end-2025: 45% of gross loans) as higher risk, given its exposure
to vulnerable industries, underwriting weaknesses, and moderate
dollarisation. Substantial write-offs of impaired corporate and SME
exposures (2025: 12% of average loans; 2024: 4%) weigh on the
bank's loan growth (2025: 1%; 2024: 11%). Fitch expects credit
expansion to accelerate to 16% in 2026, with commercial consumer
and SME lending the primary drivers.
Reduced Impaired Loans; Good Coverage: BDB's Stage 3 loans ratio
fell to 8.2% at end-2025 (end-2024: 23%) on large write-offs of
legacy impaired corporate and SME exposures and stronger underlying
loan performance. The Stage 2 loans ratio also dropped to 11%
(end-2024: 28%), while total reserve coverage of impaired loans was
stable at 78%. Fitch expects the bank's Stage 3 loans ratio to
reduce further to about 7% in 2026 due to loan growth and
continued, albeit lower, write-offs.
Recovered Profitability: After net losses in 2022-2024, BDB
reported UZS531 billion net income in 2025, equivalent to an
adequate 16% return on average equity. Despite margin compression
(2025: 5%; 2024: 8.4%) driven by absent loan growth and higher
funding costs, earnings were supported by loan recoveries (2025:
0.6% of average loans), which are unlikely to be sustained. Fitch
expects BDB's operating profits (2025: 1.6% of risk-weighted
assets; RWAs) to be moderate and sensitive to provisioning needs in
2026-2027.
Improved Capitalisation; Moderation Expected: BDB's Fitch Core
Capital (FCC) ratio rose to 11% at end-2025 (end-2024: 8.7%),
driven by retained earnings and state capital support. In
2023-2025, the state injected UZS3.8 trillion (11% of RWAs at
end-2025) into common equity to absorb losses. Capital encumbrance
from net impaired loans fell to 12% in 2025 (end-2024: 45%) after
write-offs and stronger loan performance. Fitch projects the FCC
ratio will reduce just below 10% in 2026, pressured by lending
growth, while there should be no dividend payouts.
State-Related Funding, Moderate Liquidity: BDB's reliance on
state-related funding was high at 57% of liabilities at end-1Q26
(end-2024: 70%) and largely comprised government deposits and loans
from state authorities. Market borrowings (mostly long-term loans
from foreign financial institutions and short-term interbank
deposits) made up 20% of liabilities, while non-state deposits
added another 20%. Liquid assets (end-1Q26: 15% of total assets)
fully covered external wholesale repayments due within the next 12
months.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
BDB's GSR and IDRs would be downgraded if Uzbekistan's sovereign
ratings were downgraded. Fitch could also downgrade the bank's IDRs
and notch them down from the sovereign ratings if it considers that
the government's propensity to support the bank has reduced. This
could be due to a weakening of the bank's policy role, delays in
capital support, or support being insufficient to deal with the
bank's asset-quality risks, if needed.
The VR could be downgraded in case of asset quality deterioration,
resulting in substantial losses that would erode BDB's
capitalisation, with unreserved impaired loans consistently above
0.3x FCC. A decline in the bank's capital ratios below statutory
minimums could also be negative for the rating, unless this is
adequately offset by new equity injections in a timely manner.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
BDB's GSR and IDRs would be upgraded if Uzbekistan's sovereign
ratings were upgraded.
An upgrade of the VR would require a sustained record of positive
profitability, together with further improvements in asset quality
and capitalisation, with the FCC ratio remaining above 12% for
several reporting periods. This should be combined with a material
strengthening of the operating environment for domestic banks.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
BDB's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support. The LT Foreign- and
Local-Currency IDRs (xgs) of 'B-(xgs)' are equalised with the
bank's VR. The Short-Term (ST) Foreign- and Local-Currency IDRs
(xgs) of 'B(xgs)' are mapped to the bank's LT Foreign- and
Local-Currency IDRs (xgs), respectively.
The ST IDRs of 'B' is the only possible option for LT IDRs in the
'BB' rating category.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The bank's LT IDRs (xgs) are sensitive to changes in its VR. The ST
IDRs (xgs) are sensitive to changes in BDB's LT IDRs (xgs).
The bank's ST IDRs are sensitive to changes in the bank's LT IDRs.
Public Ratings with Credit Linkage to other ratings
BDB's LT IDRs are linked to Uzbekistan's LT IDRs.
ESG Considerations
BDB has an ESG Relevance Score of '4' for Governance Structure as
the state of Uzbekistan is highly involved in the bank at board
level and in the business. This factor has a negative impact on the
bank's credit profile and is relevant to the ratings in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
Entity/Debt Rating Prior
----------- ------ -----
Joint-Stock Commercial Bank
Business Development Bank
LT IDR BB Affirmed BB
ST IDR B Affirmed B
LC LT IDR BB Affirmed BB
LC ST IDR B Affirmed B
Viability b- Upgrade ccc+
Gov't Support bb Affirmed bb
LT IDR (xgs) B-(xgs) Upgrade CCC+(xgs)
ST IDR (xgs) B(xgs) Upgrade C(xgs)
LC LT IDR (xgs) B-(xgs) Upgrade CCC+(xgs)
LC ST IDR (xgs) B(xgs) Upgrade C(xgs)
XALQ BANK: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive
-------------------------------------------------------------
Fitch Ratings has affirmed Joint Stock Commercial Xalq Bank of the
Republic of Uzbekistan's Long-Term (LT) Foreign- and Local-Currency
Issuer Default Ratings (IDRs) at 'BB' with Positive Outlooks. Fitch
has also upgraded the bank's Viability Rating (VR) to 'b' from
'b-'.
The VR upgrade reflects a substantial improvement in the bank's
asset-quality metrics following a large-scale clean-up of legacy
risks, and a clear record of profitable performance over the past
three years. Fitch expects these improvements to be sustained in
the near term, supported by stronger governance and risk management
frameworks.
Key Rating Drivers
Xalq's LT IDRs are equalised with Uzbekistan's sovereign ratings
(BB/Positive), reflecting Fitch's view of a moderate probability of
government support, as captured by the bank's 'bb' Government
Support Rating (GSR). The 'b' VR factors in the bank's improved
asset quality and profitability, and adequate capitalisation. The
VR also considers Xalq's heightened risk profile due to its
involvement in higher-risk social lending.
Strong Support Propensity from Government: Fitch believes that the
Uzbek authorities would have a high propensity to support Xalq,
given its strategic state ownership, important policy role in
managing pension savings and subsidised social lending, a strong
record of state capital and funding support, and the low cost of
potential support relative to sovereign international reserves.
Improving Operating Environment: The operating environment for
Uzbek banks has materially strengthened over the past five years,
and Fitch expects further improvements, particularly in addressing
structural risks and enhancing the quality of regulation and
governance. This, alongside a robust economy, should support
business growth and translate into stronger earnings and capital
generation, making banks' credit profiles more resilient. The
outlook on the operating environment score for Uzbek banks is
therefore positive.
State-Owned Bank, Policy Role: Xalq is a medium-sized state-owned
bank, making up 6% of sector assets at end-1Q26. It has a strong
retail footprint, underpinned by operating the country's widest
branch network and an important policy role as the sole bank
authorised to manage citizens' pension savings and distribute
pensions and other social pensions. It is also involved in
subsidised social lending but is prioritising more profitable
commercial lending under its current strategy.
Commercial Lending Shift, Growth Resumed: Xalq's policy role
results in a substantial exposure to subsidised social loans. These
are mostly family business loans, which Fitch views as the
highest-risk segment in Uzbekistan, with historical large credit
losses. However, the bank is shifting towards commercial lending,
where underwriting standards are much stronger. Credit risk is also
mitigated by high loan granularity and limited loan dollarisation
(14% at end-1Q26, well below the sector average of 40%). Loan
growth has mostly lagged the broader sector in the last five years
(2025: 9%), although Fitch expects it to accelerate to about 20% in
2026.
Reduced Problem Loans, High Provisioning: The impaired (Stage 3
under IFRS 9) loans ratio declined sharply to 5.2% at end-2025,
16pp down from end-2023. This was driven by large write-offs and
some recoveries in the corporate book, where most problem loans
were concentrated. Total reserve coverage of problem loans remains
very high (end-2025: 136%). Fitch expects the impaired loans ratio
to remain about 5% in 2026, supported by loan growth and residual
write-offs.
One-Off Boost to Profitability: Xalq's operating
profit/risk-weighted assets (RWAs) jumped to 4.3% in 2025 (2024:
1.9%), largely driven by provision releases and recoveries, with
loan impairment charges at -3% of average gross loans, and the net
interest margin widening to 10% (2024: 7%). Fitch expects Xalq's
performance metrics to moderate in 2026 on the back of normalising
risk costs and still low operating efficiency, with the cost/income
ratio remaining about 70% (2025: 77%).
Comfortable Capital Buffers: Xalq's Fitch Core Capital (FCC) ratio
remained stable at 17.9% at end-2025 (end-2024: 17.5%), supported
by improved profitability and recurring state capital injections.
The regulatory common equity Tier 1 (CET1) and total capital ratios
were strong at 20.7% and 22.1%, respectively, substantially above
the 9.5% and 13% regulatory minimum requirements. This, coupled
with zero capital encumbrance by unreserved impaired loans,
provides adequate loss absorption capacity. Fitch expects the FCC
ratio to remain about 17% in 2026, as full profit retention and
moderate internal capital generation broadly offset lending
growth.
Stable Funding, Moderate Liquidity: The bank's funding mix is
dominated by a mix of state-related funds (42% of total liabilities
at end-1Q26 under local GAAP) and non-state deposits (41%, mostly
stable mandatory pension savings accounts), while wholesale
borrowings remain moderate (14%). The liquidity cushion (22% of
total assets at end-1Q26) covered a large 0.5x non-state funds.
Fitch expects the bank's high loans/deposits ratio (end-2025: 189%)
to remain at about the same levels in 2026.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
Xalq's GSR and LT IDRs would be downgraded if Uzbekistan's
sovereign ratings are downgraded. Fitch could also downgrade the
bank's IDRs and notch them off the sovereign ratings if it views
that the government's propensity to support the bank has reduced,
for example, due to a weakening of its policy role.
The bank's VR could be downgraded following material asset-quality
deterioration that would trigger substantial losses. A decline in
the FCC ratio to below 10%, for example due to high lending growth,
would also be credit- negative.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Xalq's GSR and IDRs would be upgraded if Uzbekistan's sovereign
ratings are upgraded, provided the sovereign's propensity to
support the bank remains strong.
An upgrade of the VR would require an improvement in its assessment
of the operating environment for Uzbek banks, coupled with an
extended record of profitable performance and stable asset quality
and capitalisation.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
Xalq's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support. The LT Foreign- and
Local-Currency IDRs (xgs) of 'B(xgs)' are equalised with the bank's
VR. The Short-Term (ST) Foreign- and Local-Currency IDRs (xgs) of
'B(xgs)' are mapped to the bank's LT Foreign- and Local-Currency
IDRs (xgs), respectively.
The Short-Term (ST) IDRs of 'B' are the only possible option for LT
IDRs in the 'BB' rating category.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
The bank's LT IDRs (xgs) are sensitive to changes in its VR. The ST
IDRs (xgs) are sensitive to changes in Xalq's LT IDRs (xgs).
The bank's ST IDRs are sensitive to a multi-notch downgrade of its
LT IDRs.
Public Ratings with Credit Linkage to other ratings
Xalq's IDRs are directly linked to Uzbekistan's sovereign ratings.
ESG Considerations
Xalq has an ESG Relevance Score of '4' for Governance Structure as
the state of Uzbekistan is highly involved in the banks at board
level and in the business. The factor has a negative impact on the
bank's credit profile and is relevant for the ratings in
conjunction with other factors.
The bank also has an ESG Relevance Score of '3' for Human Rights,
Community Relations, Access & Affordability (a deviation from the
sector guidance of '2' for comparable banks), given its focus on
social lending to lower-income citizens to reduce poverty and
promote entrepreneurship. This has only a minimal credit impact on
the entity and minimal relevance to the ratings.
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
----------- ------ -----
Joint Stock Commercial
Xalq Bank of the
Republic of Uzbekistan
LT IDR BB Affirmed BB
ST IDR B Affirmed B
LC LT IDR BB Affirmed BB
LC ST IDR B Affirmed B
Viability b Upgrade b-
Gov't Support bb Affirmed bb
LT IDR (xgs) B(xgs) Upgrade B-(xgs)
ST IDR (xgs) B(xgs) Affirmed B(xgs)
LC LT IDR (xgs) B(xgs) Upgrade B-(xgs)
LC ST IDR (xgs) B(xgs) Affirmed B(xgs)
=========
S P A I N
=========
[] Fitch Hikes 7 Tranches of Three FTA UCI Spanish RMBS
-------------------------------------------------------
Fitch Ratings has upgraded seven tranches of three FTA UCI Spanish
RMBS transactions and removed nine tranches from Rating Watch
Positive (RWP).
Entity/Debt Rating Prior
----------- ------ -----
FTA, UCI 17
Class A2 ES0337985016 LT AAAsf Affirmed AAAsf
Class B ES0337985024 LT BBB+sf Upgrade BB-sf
Class C ES0337985032 LT B-sf Upgrade CCCsf
Class D ES0337985040 LT CCCsf Upgrade CCsf
FTA, UCI 15
Series A ES0380957003 LT AAAsf Affirmed AAAsf
Series B ES0380957011 LT AA+sf Affirmed AA+sf
Series C ES0380957029 LT B-sf Upgrade CCCsf
Series D ES0380957037 LT CCCsf Affirmed CCCsf
FTA, UCI 16
A2 ES0338186010 LT AAAsf Affirmed AAAsf
B ES0338186028 LT A+sf Upgrade Asf
C ES0338186036 LT B-sf Affirmed B-sf
D ES0338186044 LT B-sf Upgrade CCsf
E ES0338186051 LT CCCsf Upgrade CCsf
Transaction Summary
The transactions comprise Spanish residential mortgages originated
and serviced by Union de Creditos Inmobiliarios S.A. E.F.C.
(BBB+/Stable/F2) a specialist lender fully owned by BNP Paribas SA
(AA-/Stable/F1+) and Banco Santander, S.A. (A+/Stable/F1).
KEY RATING DRIVERS
Updated HPI for Spain: The rating actions reflect the updated
assumptions driving Fitch's recovery rates under the European RMBS
Rating Criteria. Since the previous house price index (HPI) update
in October 2024, the data indicates that Spain has recorded strong
house price growth, which has positively affected the weighted
average indexed current loan to value ratios of these transactions,
which were below 35% at the latest report dates (see "Fitch Places
42 European RMBS Tranches on Rating Watch Positive on House Price
Decline Update" dated 3 March 2026).
Credit Enhancement Build Up: Fitch deems credit enhancement (CE)
for the notes sufficient to fully compensate the credit and cash
flow stresses associated with the ratings and substantiating the
upgrades. Fitch expects structural CE to continue increasing across
all transactions, driven by the ongoing sequential amortisation of
the notes and the non-amortising reserve funds. The transactions
will operate mandatory sequential paydown of the notes once the
outstanding non-defaulted portfolio balance falls below 10% of the
initial amount (currently between approximately 12% and 15% as of
the last payment date), further supporting its expectation of CE
build-up.
Volatile Asset Performance Outlook: The transactions are exposed to
asset performance volatility due to high arrears. Loans in arrears
over 90 days were around 4% of the current portfolio balance at
March 2026, which is materially above the average for Fitch-rated
Spanish RMBS deals of under 1.0%, and driven by the portfolios'
exposure to vulnerable borrowers. Therefore, Fitch has maintained a
1.5x transaction adjustment for UCI 15 and 2.0x for UCI 16 and 17
when calibrating the portfolio default rates.
No Credit for Unsecured Loans: The transactions contain a small
proportion of unsecured loans, representing around 4% and 5% of the
current portfolio balance including defaults, which were granted
alongside the mortgage at loan origination. In its analysis, Fitch
has not given credit to the proceeds from unsecured loans due to
the inherent risk of complementary loans and insufficient
performance data, resulting in negative CE ratios modelled for most
of the junior tranches in its rating analysis.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- For the transactions' class A notes, a multi-notch downgrade of
Spain's Long-Term Issuer Default Rating (IDR) that could decrease
the maximum achievable rating for Spanish structured finance
transactions.
- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by adverse
changes to macroeconomic conditions, interest rates or borrower
behaviour. For instance, a simultaneous increase of defaults (+15%)
and decrease of recoveries (-15%) could trigger downgrades of up to
five notches.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- The transactions' class A notes are at the highest level on
Fitch's scale and cannot be upgraded.
- For the junior notes, CE ratios increase as the transactions
deleverage, able to fully compensate the credit losses and cash
flow stresses commensurate with higher rating scenarios, all else
being equal.
- Stable to improved asset performance driven by stable
delinquencies and defaults could potentially lead to upgrades. For
instance, a simultaneous decrease of defaults (-15%) and increase
of recoveries (+15%) could trigger upgrades of up to three
notches.
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
FTA, UCI 15, FTA, UCI 16, FTA, UCI 17
Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.
Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
The transactions have an ESG Relevance Score of '4' for Transaction
Parties & Operational Risk due to the large share of restructured
loans that currently form the portfolios, 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.
===========
T U R K E Y
===========
EMLAK KONUT: Fitch Rates Senior Unsecured Instruments 'BB-'
-----------------------------------------------------------
Fitch Ratings has published Emlak Konut Gayrimenkul Yatirim
Ortakligi A.S's (BB-/Stable) senior unsecured instrument rating of
'BB-' with a Recovery Rating of 'RR4'. Fitch has also assigned
Emlak Konut's USD650 million lease certificate issuance a senior
unsecured rating of 'BB-' with 'RR4'. The programme will be issued
through the trustee, Emlak Konut Varlık Kiralama A.S.
Emlak Konut Varlik, acting as issuer, lessor and purchaser, is
established solely to issue lease certificates. HSBC Corporate
Trustee Company (UK) Limited is acting as the representative of the
trustee, while Emlak Konut is the obligor, seller, lessee and
servicing agent. The issuer's entire share capital is wholly owned
by Emlak Konut and fully consolidated into its balance sheet. The
assets will be transferred to the issuer, but will remain on Emlak
Konut's balance sheet and under its control.
The proceeds will be used for general corporate purposes, land
acquisition and refinancing of existing debt.
Key Rating Drivers
The rating of the lease certificates is derived from Emlak Konut's
Long-Term Issuer Default Rating (IDR). This reflects Fitch's view
that a default on the senior unsecured obligations would reflect a
default of Emlak Konut, in accordance with Fitch's rating
definitions. Fitch has not given credit to any underlying assets or
collateral, as it believes the trustee's ability to satisfy
payments due on the lease certificates ultimately depends on Emlak
Konut's satisfaction of its unsecured payment obligations to the
trustee under the transaction documents.
The company is required to ensure full and timely repayment of
Emlak Konut Varlik's obligations, encompassing Emlak Konut's
various roles and obligations, including but not limited to the
following features:
- On each periodic distribution date, the rental payment and the
profit component of the deferred sale price will be paid by Emlak
Konut into the transaction account, which together will be
sufficient to fund the periodic distribution amount.
- On any dissolution event or an obligor event (which includes a
default on obligations), all aggregate amounts of deferred sale
price will become immediately due and payable. The issuer will have
the right under the purchase undertaking to require Emlak Konut, as
obligor, to purchase and accept the transfer and conveyance of all
of its rights, title, interests, benefits and entitlements, in, to
and under the lease assets, at the exercise price.
- The exercise price, together with the aggregate amounts of the
deferred sale price then outstanding, are intended to fund the
final dissolution amount. The latter should equal the sum of the
outstanding aggregate face amount of such certificates, and all
accrued but unpaid periodic distribution amounts of such
certificates.
- The payment obligations of Emlak Konut (in any capacity) under
the transaction documents will be direct, unconditional,
unsubordinated and (subject to negative pledge provisions)
unsecured obligations and at all times rank at least pari passu
with all other present and future unsecured and unsubordinated
obligations of Emlak Konut from time to time outstanding.
- Emlak Konut will pay the loss shortfall amount in insurance
proceeds in a loss event. If Emlak Konut fails to insure the assets
against a total loss event within 60 days of the issue date, it
shall immediately deliver written notice to the issuer and the
representative, and this will constitute a dissolution event.
- The programme documentation includes a tangible asset ratio
defined as the value of the lease assets relative to the aggregate
value of the lease assets and the deferred sale amount outstanding.
Emlak Konut is obliged to ensure the tangible asset ratio is always
above 50%. If the tangible asset ratio falls to or below 50% but
remains at or above 33%, the servicing agent is required to take
steps to restore it to more than 50%. Failure by Emlak Konut to
comply with this obligation will not constitute an obligor event.
- If the tangible asset ratio falls below 33% (tangibility event),
the certificate holders shall have the right to require the
redemption of all or any of their certificates at the dissolution
amount and the lease certificates will be delisted. In this event,
there would be implications for the tradability and listing of the
lease certificates. Following the occurrence of a tangibility
event, the lease certificates should be tradable only in accordance
with the shari'a principles of debt trading.
- Fitch expects Emlak Konut to maintain the tangible asset ratio
above 50% throughout the life of any lease certificates issued.
Emlak Konut has a material base of unencumbered tangible assets,
mainly comprising land plots in Turkiye, that will be initially
earmarked for the sukuk, but other assets may also be considered
eligible later, if necessary. Emlak Konut's asset base is
sufficient to support the lease certificate programme.
- The terms of the certificates documentation include a negative
pledge, indemnity, cross-acceleration, cross-default provisions,
change-of-control clause, restrictive and financial covenants,
including debt limitations.
- Emlak Konut will permit the lessor and any person authorised by
the lessor at all reasonable times to inspect and examine the
condition of the lease assets. If the lessee fails to comply, this
would constitute a dissolution event. The lessee covenants and
undertakes that it shall use the lease assets for solely
shari'a-compliant activities. If the lessee fails to comply, it
would constitute a dissolution event.
- If the lessee fails to keep and maintain the security or optimum
condition (other than fair wear and tear) of the lease assets, the
lessor shall be entitled, but not obliged, to give 15 business
days' notice to access and enter the lease assets for the purpose
of taking all such necessary measures , at the cost of the lessee,
to ensure that the lease assets are in suitable condition for their
intended use.
Some of the transaction documents are governed by English law,
while others are governed by the laws of Turkiye.
Fitch does not express an opinion on whether the relevant
transaction documents are enforceable under any applicable law.
However, Fitch's rating on the lease certificates reflects its view
that Emlak Konut would stand behind its obligations. Fitch does not
express an opinion on the lease certificates' compliance with
shari'a principles when assigning ratings to the certificates.
Fitch’s Key Rating-Case Assumptions
See Rating Action Commentary (RAC) 'Fitch Affirms Emlak Konut at
'BB-'; Outlook Stable' dated 13 May 2026.
Corporate Rating Tool Inputs and Scores
See the RAC referenced above.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- A downgrade of Emlak Konut's senior unsecured rating
- Adverse changes to the roles and obligations of Emlak Konut and
Emlak Konut Varlik under the sukuk's structure and documents
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- An upgrade of Emlak Konut's senior unsecured rating
For Emlak Konut's rating sensitivities, see the RAC referenced
above.
Liquidity and Debt Structure
Emlak Konut's liquidity is supported by end-2025 cash of about
TRY7.9 billion. Its 2026 debt maturities of about TRY28.1 billion
consist mainly of short-term (one-year) liquidity instruments
typical of the local market, drawn down to finance land purchases.
Fitch expects Emlak Konut to use proceeds from the sukuk to partly
refinance the short-term instruments, thus moving to a longer term
debt structure.
The new sukuk improves the company's weighted average debt maturity
to over three years (less than three years at end-2025), but still
short compared with other EMEA real estate peers', due to the lack
of long-term funding in the Turkish market.
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
See the RAC referenced above.
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
----------- ------ --------
Emlak Konut
Gayrimenkul Yatirim
Ortakligi A.S.
senior unsecured LT BB- Publish RR4
Emlak Konut Varlık
Kiralama A.S
senior unsecured LT BB- New Rating RR4
TURKIYE SINAI: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Sinai Kalkinma Bankasi A.S.'s
(TSKB) Long-Term Foreign-Currency (LTFC) and Long-Term
Local-Currency (LTLC) Issuer Default Ratings (IDR) at 'BB-'. The
Outlooks are Stable. Fitch has also affirmed the bank's Viability
Rating (VR) at 'bb-'.
Fitch has also withdrawn the bank's 'b+' Shareholder Support Rating
(SSR) as it is no longer relevant to its coverage as Fitch views
potential support from the government as the primary source of
support for the bank.
Key Rating Drivers
VR-Driven IDRs, Government Support: TSKB's LT IDRs are driven by
its VR and underpinned by potential government support. The VR
reflects its niche policy role and development focus, and fairly
consistent performance, but also its exposure to the Turkish
operating environment, limited market shares (0.7% of sector assets
at end-1Q26) and adequate capitalisation and FC liquidity. The
Stable Outlooks on the IDRs reflect that on the sovereign rating
and operating environment.
The Short-Term (ST) IDRs of 'B' are the only possible option
mapping to LT IDRs in the 'BB' category.
Government Support: The Government Support Rating (GSR) reflects
TSKB's policy role, strategic importance to the state, limited
unguaranteed FC wholesale funding due within 12 months, development
lending expertise and the significant share of Turkish
Treasury-guaranteed development financial institution (DFI)
funding. The GSR also considers the sovereign's still moderate,
although improved, reserves position, and TSKB's private
ownership.
Iran Conflict Increases OE challenges: Fitch considers
macro-financial stability risks and external financing pressures to
have risen following the outbreak of the Iran conflict. This has
dampened the improving normalisation and stronger record of
monetary policy. A prolonged conflict would likely pose greater
challenges to banks' financial and risk profiles through
higher-for-longer lira interest rates and inflation.
Private Policy Bank: TSKB has a unique role as Turkiye's sole
privately owned development bank. It is 51.4% owned by Turkiye Is
Bankasi Group (including Turkiye Is Bankasi A.S., rated BB-/Stable)
and has expertise in sustainable and development banking. Project
finance and corporate loans, policy-driven and disbursed on a
commercial basis, comprise most lending and are almost entirely in
FC.
Asset-Quality Risks: Non-performing loans (NPLs) fell slightly to
2.2% of gross loans at end-1Q26 (end-2025: 2.4%), on collections
and stable performance with very limited impaired inflows, but also
due to loan growth of 8% (sector: 8%). Stage 2 loans were 6% of
gross loans (33% reserves coverage; entirely restructured). Lending
is mostly lumpy, slowly amortising project finance. Risks stem from
concentrations by single obligor and sector and FC lending. Fitch
expects an NPL ratio of about 2.8% by end-2026, on slower GDP
growth and continued sector-wide asset quality deterioration.
Above-Sector Profitability: Operating profit fell to 4.5% of
risk-weighted assets (RWAs) in 1Q26 (2024: 6.2%), on net interest
margin contraction amid falling rates and diminishing CPI linker
gains. Performance is underpinned by medium- to long-term
concessional and thematic development finance institution (DFI)
funding and exposure to more stable FC rates. Fitch expects
operating profit of about 4% in 2026, as CPI linker gains underpin
profitability and on fairly stable margin expectations as interest
rates stay higher for longer.
Moderate Buffers: TSKB's common equity Tier 1 (CET1) ratio declined
to 13.5% at end-1Q26 (end-2025: 18.6%), reflecting the removal of
forbearance and an operational RWA adjustment. Its total capital
ratio (end-1Q26: 18.6%) is supported by USD300 million of
additional Tier 1 (AT1) notes. Capitalisation is sensitive to lira
depreciation and asset quality. Fitch forecasts a fairly stable
CET1 ratio of about 13% at end-2026, driven by moderating but still
solid internal capital generation.
Fully Wholesale-Funded: TSKB is primarily funded in FC by DFIs
(end-1Q26: 61% of non-equity funding), largely under Treasury
guarantee. Fitch views FC liquidity as adequate, considering both
FC loan repayments and undrawn DFI funding facilities, the latter
of which are a further buffer but consist of tied facilities. FC
liquid assets comprise cash, placements at foreign banks, unpledged
government securities and FX swaps with foreign counterparties.
Rating Sensitivities
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The LT IDRs would only be downgraded if its VRs and GSR were
simultaneously downgraded.
TSKB's VR is primarily sensitive to a sovereign downgrade or to a
weakening of the Turkish operating environment. TSKB's VR could be
downgraded due to a material erosion of the bank's capital and FC
liquidity buffers, most likely from a weakening in the bank's
financial performance and asset quality, if not offset by
government support.
The GSR is sensitive to a sovereign downgrade, but also to a change
in the ability or propensity of the authorities to provide
support.
TSKB's ST IDRs are sensitive to a multi-notch downgrade of its LT
IDRs.
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
An upgrade of Turkiye's sovereign ratings would likely lead to
similar actions on the bank's GSR and therefore LT IDRs.
TSKB's VR upside is limited by exposure to Turkish operating
environment risks. An upgrade would require an improved operating
environment score, likely driven by a sovereign rating upgrade, in
combination with healthy financial metrics and capital buffers that
are commensurate with the bank's risk profile.
TSKB's ST IDRs are sensitive to a multi-notch upgrade of its LT
IDRs.
OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS
TSKB's senior unsecured debt ratings are aligned with its IDRs.
TSKB's AT1 capital notes' rating is three notches below its VR
anchor rating. Fitch has only notched down the debt rating three
times (twice for loss severity and only once for non-performance
risk), instead of four, due to rating compression, as TSKB's VR is
at the 'bb-' anchor rating threshold.
The bank's 'AA(tur)' National Long-Term Rating is underpinned by
potential government support and is in line with state-owned
commercial bank peers'.
OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES
TSKB's senior unsecured debt ratings are primarily sensitive to
changes in its IDRs.
The AT1 capital notes' rating is sensitive to changes in its VR. It
is also sensitive to an unfavourable revision in Fitch's assessment
of incremental non-performance risk.
The National Rating is sensitive to changes in TSKB's LTLC IDR and
its creditworthiness relative to other Turkish issuers'.
VR ADJUSTMENTS
The operating environment score of 'bb-' is below the 'bbb'
category implied score due to the following adjustment reason(s):
sovereign rating (negative).
The earnings and profitability score of 'bb-' is below the 'bbb'
category implied score due to the following adjustment reason(s):
revenue diversification (negative).
The capitalisation and leverage score of 'b+' is below the 'bb'
category implied score due to the following adjustment reason(s):
size of capital base (negative).
Criteria Variation
Fitch applied a variation from the criteria in assessing TSKB's
funding and liquidity, as the bank does not accept customer
deposits and the loans/customer deposits ratio, a core metric under
Fitch's Bank Rating Criteria, is therefore not applicable. Instead,
Fitch assessed the bank's funding and liquidity KRD based on its
broader funding and liquidity characteristics, in line with the
analytical considerations set out in Fitch's Bank Rating Criteria.
This variation does not affect Fitch's overall rating conclusion.
Public Ratings with Credit Linkage to other ratings
TSKB's has ratings linked to the Turkish sovereign's, as it is
sensitive to its assessment of sovereign support.
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 Prior
----------- ------ -----
Turkiye Sinai
Kalkinma Bankasi A.S.
LT IDR BB- Affirmed BB-
ST IDR B Affirmed B
LC LT IDR BB- Affirmed BB-
LC ST IDR B Affirmed B
Natl LT AA(tur) Affirmed AA(tur)
Viability bb- Affirmed bb-
Gov't Support bb- Affirmed bb-
Shareholder Support WD Withdrawn b+
senior unsecured LT BB- Affirmed BB-
subordinated LT B- Affirmed B-
senior unsecured ST B Affirmed B
===========================
U N I T E D K I N G D O M
===========================
AMPLIFI CAPITAL: Interpath Ltd Appointed as Joint Administrators
----------------------------------------------------------------
Amplifi Capital (U.K.) Limited was placed into administration in
the High Court of Justice, Business and Property Courts of England
and Wales, Insolvency and Companies List (ChD), Court Number
CR-2026-004470. Robert Thomas Spence and Gareth Slater, both of
Interpath Ltd, were appointed as Joint Administrators on June 9,
2026.
The company specialised in other credit granting not elsewhere
classified.
Its registered office and principal trading address is Interpath
Ltd, 10 Fleet Place, London, EC4M 7RB.
The Joint Administrators can be contacted at:
Robert Thomas Spence
Gareth Slater
Interpath Ltd
10 Fleet Place
London EC4M 7RB
Further information:
Tel: 0203 892 9352
Interpath Ltd
ARDMORE FITOUT: BTG Begbies Appointed as Joint Administrators
-------------------------------------------------------------
Ardmore Fitout Ltd was placed into administration in the High Court
of Justice, Business and Property Courts of England and Wales,
Court Number CR-2026-004588. Dominik Thiel-Czerwinke and Jamie
Taylor of BTG Begbies Traynor (Central) LLP), together with Jason
Callender of Panos Eliades Callender & Co, were appointed as Joint
Administrators on June 11, 2026.
The company specialised in construction, specifically building
construction. Its registered office is 1066 London Road,
Leigh-on-Sea, Essex, SS9 3NA.
The Joint Administrators can be contacted at:
Dominik Thiel-Czerwinke
Jamie Taylor
BTG Begbies Traynor (Central) LLP
1066 London Road
Leigh-on-Sea
Essex SS9 3NA
-- and --
Jason Callender
Panos Eliades Callender & Co
Olympia House
Armitage Road
London NW11 8RQ
Further information:
Contact: Rosie Thurwood
Tel: 01702 467255
Email: SouthendTeamD@btguk.com
BTG Begbies Traynor (Central) LLP
ARDMORE REGENERATION: BTG Begbies Appointed as Joint Administrators
-------------------------------------------------------------------
Ardmore Regeneration Ltd was placed into administration in the High
Court of Justice, Business and Property Courts, Court Number
CR-2026-004591. Dominik Thiel-Czerwinke and Jamie Taylor of BTG
Begbies Traynor (Central) LLP, together with Jason Callender of
Panos Eliades Callender & Co, were appointed as Joint
Administrators on June 11, 2026.
The company specialised in construction, specifically building
construction. Its registered office is 1066 London Road,
Leigh-on-Sea, Essex, SS9 3NA.
The Joint Administrators can be contacted at:
Dominik Thiel-Czerwinke
Jamie Taylor
BTG Begbies Traynor (Central) LLP
1066 London Road
Leigh-on-Sea
Essex SS9 3NA
-- and --
Jason Callender
Panos Eliades Callender & Co
Olympia House
Armitage Road
London NW11 8RQ
Further information:
Contact: Rosie Thurwood
Tel: 01702 467255
Email: SouthendTeamD@btguk.com
BTG Begbies Traynor (Central) LLP
CORPORATE CITY: BTG Begbies & RSM UK Named as Administrators
------------------------------------------------------------
Corporate City Developments Limited was placed into administration
in the High Court of Justice, Business and Property Courts of
England and Wales, Insolvency & Companies List (ChD), Court Number
CR-2026-002517. The company specialised in property investment.
Paul Cooper and Paul Robert Appleton of BTG Traynor (London) LLP
were appointed as joint administrators on March 31, 2026.
James Dowers of RSM UK Restructuring Advisory LLP was appointed as
additional administrator on June 5, 2026.
The Copany's registered office is c/o BTG Begbies Traynor (London)
LLP, Level 33, One Canada Square, London, E14 5AB. Its principal
trading address is 2nd Floor, Connaught House, 1-3 Mount Street,
London, W1K 3NB.
The Joint Administrators can be reached at:
Paul Cooper (IP No. 15452)
Paul Robert Appleton (IP No. 8883)
BTG Begbies Traynor (London) LLP
31st Floor, 40 Bank Street
London, E14 5NR
Any person who requires further information may contact:
Benjamin Stingmore of BTG Begbies (London)
Email: DJ-Team@btguk.com
Tel No: 020-7516-1500
The Additional Administrator can be contacted at:
James Dowers
RSM UK Restructuring Advisory LLP
6th Floor
25 Farringdon Street
London EC4A 4AB
CROCKERSFOLLY LIMITED: Oury Clark Appointed as Joint Administrators
-------------------------------------------------------------------
Crockersfolly Limited (trading as Maroush Crockerfolly) was placed
into administration in the High Court of Justice, Court Number
CR-2026-004617. Nick Parsk and Carrie James, both of Oury Clark
Chartered Accountants, were appointed as Joint Administrators on
June 12, 2026.
Crockersfolly Limited operated in the hospitality industry as a
licensed restaurant operator. Its registered office is c/o Oury
Clark Chartered Accountants, Herschel House, 58 Herschel Street,
Slough, SL1 1PG. Its principal trading address is 24 Aberdeen
Place, London, NW8 8JR.
The Joint Administrators can be contacted at:
Nick Parsk
Carrie James
Oury Clark Chartered Accountants
Herschel House
58 Herschel Street
Slough SL1 1PG
Further information:
Contact: James Langston
Tel: 01753 551 111
Email: IR@ouryclark.com
Oury Clark Chartered Accountants
DIRECT COMM: MHA Appointed as Joint Administrators
--------------------------------------------------
Direct Comm Ltd was placed into administration in the High Court of
Justice, Business and Property Courts of England and Wales,
Insolvency & Companies List (ChD), Court Number CR-2026-004539.
Steven Illes and Georgina Marie Eason, both of MHA, were appointed
as Joint Administrators on June 10, 2026.
The company specialised in the wholesale of radio, television goods
and electrical household appliances (excluding records, tapes, CDs,
video tapes, and related equipment). Its registered office and
principal trading address is Unit 13 City Trading Estate, Icknield
Square, Birmingham, B16 0PP.
The Joint Administrators can be contacted at:
Steven Illes
Georgina Marie Eason
MHA
6th Floor
2 London Wall Place
London EC2Y 5AU
Further information:
Contact: Dan Richardson
Email: Dan.Richardson@mha.co.uk
Tel: 020 7429 4100
MHA
EMF-UK 2008-1: Fitch Affirms 'CCCsf' Rating on Class B2 Notes
-------------------------------------------------------------
Fitch Ratings has affirmed EMF-UK 2008-1 Plc's notes.
Entity/Debt Rating Prior
----------- ------ -----
EMF-UK 2008-1 Plc
Class A1a XS0352932643 LT AAAsf Affirmed AAAsf
Class A2a XS1099724525 LT AAAsf Affirmed AAAsf
Class A3a XS1099725415 LT A+sf Affirmed A+sf
Class B1 XS0352308075 LT B-sf Affirmed B-sf
Class B2 XS1099725928 LT CCCsf Affirmed CCCsf
Transaction Summary
The transaction comprises non-conforming UK mortgage loans
originated by Southern Pacific Mortgage Limited, Preferred
Mortgages Limited, London Mortgage Company and Alliance & Leicester
Plc.
KEY RATING DRIVERS
Sequential Amortisation Supports Credit Enhancement: The
transaction has been amortising sequentially since December 2023,
due to a breach of the late arrears trigger. This trigger is
reversible and amortisation may switch back to pro-rata, depending
on the evolution of late-stage arrears.
Fitch believes sequential payments are likely to continue, as
late-stage arrears (including repossessions) remain above 15% and
the notes balance as a share of the initial balance (currently at
14%) is approaching the 10% threshold, upon which sequential
amortisation becomes irreversible. As a result of the sequential
paydown, credit enhancement for the class A1a notes has increased
to 59.3% from 50.7% between March 2025 and March 2026.
Stabilised Arrears: The proportion of loans in arrears for more
than three months has remained broadly stable at 17.4%, as of March
2026 (18.1% as of March 2025). Such levels are comparable with
Fitch's non-conforming index and Fitch has therefore applied an
owner-occupied (OO) transaction adjustment (TA) of 1.0x and a
buy-to-let (BTL) TA of 1.5x to foreclosure frequency.
BTL Recovery Rate Cap: The transaction has reported losses
exceeding 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 OO non-conforming loans: 85% at 'Bsf' and 65% at
'AAAsf'.
Liquidity Access Constrains Ratings: The transaction's liquidity
provisions are insufficient for the class A3a notes and below to
achieve ratings above 'A+sf', as these notes must make timely
interest payments when they are the most senior class outstanding,
and do not have access to the liquidity reserve. Fitch considers
the legal regime protecting funds in the servicer's bank account,
the interest deferability on notes when they are not the most
senior, alongside the frequency of cash collection transfers to the
transaction account bank, as collectively mitigating payment
interruption risk for ratings up to 'A+sf'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce credit enhancement available to the
notes.
Fitch found that a 15% increase in the weighted average foreclosure
frequency (WAFF) and 15% decrease of the weighted average recovery
rate (WARR) would imply the following:
Class A1a: 'AAAsf'
Class A2a: 'AAAsf'
Class A3a: 'A+sf'
Class B1: below 'CCCsf'
Class B2: below 'CCCsf'
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and,
potentially, upgrades.
Fitch found that a 15% decrease in the WAFF and 15% increase of the
WARR would imply the following:
Class A1a: 'AAAsf'
Class A2a: 'AAAsf'
Class A3a: 'A+sf'
Class B1: 'B+sf'
Class B2: below 'CCCsf'
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.
Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's closing. The
subsequent performance of the transaction over the years is
consistent with the agency's expectations given the operating
environment and Fitch is therefore satisfied that the asset pool
information relied upon for its initial rating analysis was
adequately reliable.
Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.
ESG Considerations
EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the pool
exhibiting an interest-only maturity concentration of legacy
non-conforming OO loans, which has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.
EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant proportion of the pool containing OO loans advanced
with limited affordability checks, which has a negative impact on
the credit profile, and is relevant to the rating in conjunction
with other factors.
The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.
FAYERS PLUMBING: FRP Advisory Appointed as Joint Administrators
---------------------------------------------------------------
Fayers Plumbing & Building Supplies Limited was placed into
administration in the High Court of Justice, Court Number
CR-2026-004447. Sarah Cook and Andy John, both of FRP Advisory
Trading Limited, were appointed as Joint Administrators on June 8,
2026.
The company specialised in the wholesale of hardware, plumbing and
heating equipment and supplies.
Its registered office is 15/17 Margaret Road, New Barnet, EN4 9NR,
to be changed to 2nd Floor, Churchill House, 26-30 Upper
Marlborough Road, St Albans, AL1 3UU.
Its principal trading addresses are 15/17 Margaret Road, New
Barnet, EN4 9NR; Roding Lane, Buckhurst Hill, Essex, IG9 6DR;
143-145 Caledonian Road, London, N1 0SL; and Unit 16 Lumina Way,
Enfield, EN1 1FS.
The Joint Administrators can be contacted at:
Sarah Cook
Andy John
FRP Advisory Trading Limited
2nd Floor, Churchill House
26-30 Upper Marlborough Road
St Albans AL1 3UU
Further information:
Contact: Daniel Brooks
Tel: 01727 811111
Email: cp.stalbans@frpadvisory.com
FRP Advisory Trading Limited
NEW FORTRESS: Wins High Court Approval of UK Restructuring
----------------------------------------------------------
New Fortress Energy Inc. refers to its previous announcements in
relation to the consensual UK Restructuring Plan between its
subsidiaries, NFE Global Holdings Limited and NFE Brazil Newco
Limited, and certain of their creditors.
NFE announced that the UK RP has been approved at a hearing in the
High Court of Justice of England and Wales before Mr. Justice
Cawson, where the Plan Companies were granted an order sanctioning
the UK RP, which are two inter-conditional restructuring plans
proposed by each of the Plan Companies. The Sanction Order will
shortly be filed with the Registrar of Companies and the UK RP will
become effective in accordance with its terms.
Plan Creditors showed overwhelming support for the UK RP at the
meetings of Plan Creditors convened earlier this week on June 15,
with 99% of Plan Creditors voting in favor of the UK RP and
unanimous consent obtained in nearly all classes of Plan
Creditors.
Next steps
A hearing before the United States Bankruptcy Court of the Southern
District of New York to confirm the recognition of the UK RP will
be held on June 26, 2026.
The transactions contemplated by the UK RP are expected to be
implemented by the third quarter of 2026, subject to the
satisfaction of customary conditions and regulatory approvals.
Creditors should contact the Information Agent at nfe@is.kroll.com
with any questions on accessing the Plan Documentation, the
Sanction Order or the Recognition Order - including to request
provision of hard or electronic copies.
NFE Global Holdings Limited
Suite 1, 7th Floor
50 Broadway
London, SW1H 0BL
United Kingdom
- and -
NFE Brazil Newco Limited
Suite 1, 7th Floor
50 Broadway
London, SW1H 0DB
United Kingdom
About New Fortress
New Fortress Energy Inc. is a New York-based energy infrastructure
company focused on natural gas and liquefied natural gas
infrastructure and related energy logistics. The company develops,
finances, constructs and operates energy infrastructure, including
facilities and assets used to deliver natural gas and LNG to
customers. Its operations include projects and assets in the U.S.
and international markets.
Ernst & Young LLP's April 13, 2026, audit report included a going
concern explanatory paragraph, citing losses from operations and
events of default under the company's debt agreements that raised
substantial doubt about its ability to continue as a going
concern.
As of Dec. 31, 2025, the company had $10.56 billion in total
assets, $10.25 billion in total liabilities, and $309.63 million in
total stockholders' equity.
SIFI NETWORKS: S&W Partners Appointed as Joint Administrators
-------------------------------------------------------------
SiFi Networks America Limited (trading as SiFi Networks) was placed
into administration in the High Court of Justice, Business and
Property Courts of England and Wales, Insolvency & Companies List
(ChD), Court Number CR-2026-004391. Ben Woodthorpe and Rob Russell,
both of S&W Partners LLP, were appointed as Joint Administrators on
June 5, 2026.
The company specialised in telecommunication activities.
Its registered office and principal trading address is 149 Cholmley
Gardens, London, NW6 1AB.
The Joint Administrators can be contacted at:
Ben Woodthorpe
Rob Russell
S&W Partners LLP
c/o Restructuring
45 Gresham Street
London EC2V 7BG
Further information:
Contact: Max Edmonds
Email: Max.edmonds@swgroup.com
Tel: 020 4617 5500
S&W Partners LLP
STELEX ENGINEERING: Alvarez & Marsal Appointed as Administrators
----------------------------------------------------------------
Stelex Engineering Limited was placed into administration in the
High Court of Justice, Business and Property Courts in Leeds,
Insolvency and Companies List (ChD), Court Number
CR-2026-LDS-000610. Michael Magnay and John Noon, both of Alvarez
& Marsal Europe LLP, were appointed as Joint Administrators on June
9, 2026.
The company specialised in the manufacture of metal structures and
parts of structures. Its registered office and principal trading
address is Stelex Engineering Ltd, Prees Industrial Estate,
Shrewsbury Road, Prees, Whitchurch, SY13 2DJ.
The Joint Administrators can be contacted at:
Michael Magnay
John Noon
Alvarez & Marsal Europe LLP
Suite 3, Avery House
69 North Street
Brighton BN41 1DH
Further information:
Contact: Daniel Cudlip
Tel: +44 (0) 20 7715 5223
Email: INS_STELEL@alvarezandmarsal.com
Alvarez & Marsal Europe LLP
STONEPEAK MOTION: Fitch Rates New Secured Bonds Due 2033 'BB+(EXP)'
-------------------------------------------------------------------
Fitch Ratings has assigned Stonepeak Motion PledgeCo Limited's (SP
Motion; BB(EXP)/Stable) senior secured bonds due 2033 an expected
senior secured rating of 'BB+(EXP)'. The bonds will be jointly
issued by Stonepeak Motion Holdco Limited and Stonepeak Motion
Finco LLC. They will be guaranteed on a senior secured basis by SP
Motion and will rank pari passu with the contemplated term loan
facilities of the issuers. The Recovery Rating is 'RR2'.
The proceeds will be used to part-finance SP Motion's acquisition
of a 65% stake in Castrol Group Holdings. BP plc will retain 35%.
Castrol is the third-largest global lubricants supplier and
benefits from a high and stable cash flow profile through the
cycle, high barriers to entry, asset-light business model and
moderate leverage. The rating also incorporates a complex group
structure and exposure to the Middle East.
The assignment of final ratings is contingent on transaction
closure and final documents being in line with those reviewed.
Key Rating Drivers
Leading Global Lubricants Business: Castrol is the third-largest
global lubricants supplier after Shell and Exxon, with operations
across more than 150 countries, over 200 million consumers
annually, and 2.2 billion liters of third-party sales volumes in
2025. The company benefits from high barriers to entry supported by
brand awareness, technical capabilities, over 2,800 original
equipment manufacturer (OEM) approvals and route-to-market scale.
Castrol's market leadership has remained stable over time as among
the top five suppliers over the last decade, reflecting the
difficulty of competing at scale across regions, channels and
product tiers.
Stable Cash Flow: Castrol's earnings are supported by resilient
lubricant demand, strong brand recognition, and broad geographic
diversification. Demand tracks GDP growth through vehicle fleet
size and miles travelled, with tighter OEM specifications and
efficiency standards providing support, partly offset by longer
drain intervals. Castrol operates globally without reliance on any
single geography, balancing profitable developed markets with
higher-growth emerging markets. Its product portfolio spans premium
and other product tiers, supporting demand stability through broad
price points.
Pricing Power and Cost Pass-Through: Castrol has demonstrated an
ability to mitigate raw material cost inflation through pricing
actions, although with a longer lag than some peers. Management
describes the business as being run to protect margins, with the
full impact of pricing actions typically crystallising over 12 to
18 months. Brand awareness and high cost of failure support pricing
power. A sharp rise in base oil prices of 70% between 2019 and 2022
has had a contained temporary impact on gross margin of an about
10% decline.
Supply Chain Flexibility Supports Resilience: Castrol's independent
sourcing model and asset-light operating footprint are key credit
strengths. Castrol as the largest buyer of base oils globally is
not tied to a single source and can use base oil optionality,
arbitrage and formulation flexibility to protect supply and
margins. The company has also avoided direct asset damage in the
Middle East and may benefit over time as customers place greater
emphasis on supply diversification.
Moderate Leverage: Fitch projects pro-forma for the full year
EBITDA gross leverage of 5.5x in 2026 as EBITDA is eroded by the
war in the Middle East through higher raw material costs. Fitch
forecasts EBITDA to moderate to USD961 million in 2026 from USD1.1
billion in 2025 before recovering to USD1.27 billion in 2027. Fitch
forecasts EBITDA gross leverage to moderate to 4.3x in 2027 as the
full-year impact of price increases materialise and costs normalise
on its assumption that the war in the Middle East will be
short-lived. Thereafter, EBITDA gross leverage further improves
towards 4x by 2030, driven mainly by moderate volume growth.
Significant Minority Interest: SP Motion will control and
consolidate Castrol with limited dividend leakage for at least the
next five years, supported by a contractual waterfall structure
between shareholders. However, Fitch believes meaningful minority
interests remain, as BP's 35% stake is material and accompanied by
strong governance protections such as written consent rights over
changes to the dividend policy, incurring debt that would result in
consolidated net leverage above an agreed threshold and incurring
liabilities at Castrol, such as guarantees or take-or-pay
arrangements, that would exceed an agreed threshold.
Adjustments for Minorities: Fitch adjusts EBITDA-based leverage and
coverage metrics for net income attributable to minorities to
better capture SP Motion's sustainable economic rights as opposed
to deducting cash dividend paid to minorities in calculating these
metrics.
HoldCo Debt Subordination Mitigated: The financing structure places
debt at SP Motion level rather than at the Castrol operating
company (opco), making cash flow upstreaming important for
servicing holding company debt. The opco is contractually
restricted through debt incurrence covenants to remain unleveraged,
except for USD1.5 billion of debt including a revolver but
excluding working-capital facilities, mitigating subordination
risk. Further, cash upstreaming has been historically effective
with 2024 cash upstreamed at about 100% of free cash flow (FCF).
Castrol uses several routes to upstream cash including cash
pooling, royalties, fees and dividends.
Disrupted Market: Current market conditions remain challenging, due
to the war in the Middle East with tight supply, infrastructure
disruptions and higher raw material costs across the industry.
Fitch believes Castrol is comparatively well positioned due to
flexible sourcing, strong inventory coverage, global footprint and
the ability to implement double-digit price increases in many
markets.
Positioned for Transition: Castrol is still heavily reliant on
lubricants, exposing it to mobility, regulatory, and technology
risks. However, it is expanding into electrical vehicle (EV)
fluids, thermal management, battery energy storage system cooling,
and electrification segments, while leveraging OEM partnerships and
moving into services and engineering to diversify beyond
traditional oil-based products.
Peer Analysis
Castrol is more diversified than NewMarket Corporation (BBB/Stable)
by geography, route-to-market, and customer base, and more
consumer-facing because of its strong branded lubricant position.
NewMarket, in contrast, is a more specialised additives company
with a narrower operating focus and a much smaller revenue base,
though it also benefits from technical product characteristics and
industrial customer relationships. Castrol is larger than NewMarket
with revenue and EBITDA roughly double that of the petroleum
additives peer. NewMarket's EBITDA gross leverage is materially
stronger at about 1.5x.
Bond UK MidCo 3 Ltd (B+(EXP)/Stable; also known as BASF Coatings)
is also a market leader in its respective markets and benefits from
an asset-light, cash-generative business profile and a global
presence like Castrol. Conversely, Bond is exposed to the more
cyclical auto industry compared with just mobility for Castrol.
Fitch also expects gross leverage to be higher for Bond at between
5.6x and 6.5x over 2026-2029.
Fitch’s Key Rating-Case Assumptions
- Volumes CAGR at 2% over 2026-2030
- Product gross margin averaging USD1.4 per litre over 2026-2030
- EBITDA margin before non-controlling interests averaging about
16.5% over 2026-2030
- Capex at about 2.8% of revenue over 2026-2030
- Transaction to close in 4Q26
Corporate Rating Tool Inputs and Scores
Fitch scored the issuer as follows, using its Corporate Rating Tool
(CRT) to produce the Standalone Credit Profile (SCP):
Business and financial profile factors (assessment, relative
importance): management ('bbb-', Lower), sector characteristics
('bbb', Moderate), market and competitive positioning ('bbb',
Higher), diversification and asset quality ('bbb', Moderate),
company operational characteristics ('bbb-', Moderate),
profitability ('a', Lower), financial structure ('b+', Higher), and
financial flexibility ('bb', Moderate).
The quantitative financial subfactors are based on CRT custom
financial period parameters: 30% weight for the forecast year 2027,
30% for the forecast year 2028, 20% for the forecast year 2029 and
20% for the forecast year 2030.
The Governance assessment of 'Good' has no impact.
The Operating Environment assessment of 'a' has no impact.
The SCP is 'bb'.
To derive the Long-Term IDR:
Fitch made no adjustments to the SCP, resulting in an IDR of 'BB'.
RATING SENSITIVITIES
Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade
- EBITDA margin consistently below 12%
- EBITDA gross leverage consistently over 5x
- (cash flow from operations (CFO) less capex)/debt below 2.5% on a
sustained basis
- Holdco dividend received/interest expense below 2.5x
Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
- EBITDA margin sustainably above 19%
- EBITDA gross leverage sustainably below 3.5x
- (CFO less capex)/debt sustainably above 7.5%or Collectively, Lead
to Positive Rating Action/Upgrade
Liquidity and Debt Structure
SP Motion's liquidity under the proposed financing package will be
comfortable, supported by the lack of debt amortisation, positive
FCF generation and USD1 billion revolver that Fitch expects to be
undrawn. Fitch also assesses liquidity at the holding company as
adequate with dividends received/interest paid averaging about 3x
over 2027-2030. The proposed financing package also places a debt
service coverage ratio covenant of at least 1.1x at holding company
level to be tested quarterly and the revolver is expected to have a
springing covenant at 4x EBITDA if and when the facility is more
than 50% drawn.
Issuer Profile
SP Motion is ultimately controlled by Stonepeak Partners LP and
Canada Pension Plan Investment Board. SP Motion plans to acquire a
65% stake in a joint venture that owns Castrol. BP plc (A+/Stable)
will retain a 35% stake.
Date of Relevant Committee
June 4, 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 SP Motion.
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
----------- ------ --------
Stonepeak Motion
Finco LLC
senior secured LT BB+(EXP) Expected Rating RR2
Stonepeak Motion
Holdco Limited
senior secured LT BB+(EXP) Expected Rating RR2
STONEPEAK MOTION: Moody's Rates New EUR435MM Secured Notes 'Ba3'
----------------------------------------------------------------
Moody's Ratings has assigned Ba3 ratings to the envisaged $500
million and EUR435 million backed senior secured notes due 2033 to
be issued by Stonepeak Motion Finco LLC and by Stonepeak Motion
Holdco Limited, respectively.
The rating action follows the assignment on June 15, 2026 of
first-time ratings to Stonepeak Motion Pledgeco Limited (SP
PledgeCo), including a Ba2 long-term corporate family rating (CFR)
and a Ba2-PD probability of default rating (PDR). Both issuing
entities are directly owned by SP PledgeCo. The outlook on all
entities is unaffected at stable.
The proposed issuance is part of Castrol Group Holding Limited
(CGHL or Castrol)'s sale to Stonepeak Partners LP (Stonepeak), a
New York-based alternative investment firm specializing in
infrastructure and real assets, and the Canada Pension Plan
Investment Board (CPPIB), which agreed in December 2025 to acquire
a 65% controlling interest in Castrol from BP p.l.c. (BP, A1
stable). The sale is expected to complete by the end of 2026,
subject to customary regulatory approvals.
The ratings mainly reflect Castrol's strong market position and a
moderate initial leverage of 3.3x in 2025 pro-forma for the
envisaged transaction, expected to reduce slightly towards 3x over
the next two years driven by EBITDA growth based on a fully
consolidated basis.
RATINGS RATIONALE
The debt instruments are rated one notch below the CFR reflecting
their structural subordination to the RCF. The RCF is raised at the
level of CGHL while the rest of the debt is raised at holding
company levels without any guarantee from CGHL. Although the RCF
benefits from no security package, the security package for the
prospective term loans and senior secured notes only consists in
pledges over shares in the holding companies.
The Ba2 CFR is at the level of SP PledgeCo while using the accounts
at the level of CGHL and a reconciliation to overlay the capital
structure of the co-borrowers. Moody's expects to receive audited
accounts at the SP PledgeCo level in due course with full
consolidation of CGHL and including the envisaged debt.
The structural design of the BP - Stonepeak JV transaction, which
includes mandatory put/call incentives and an exit right for BP
after a number of years, introduces potential event risk related to
the possibility that further debt will be raised to facilitate BP's
exit. However, Moody's understands that these risks are effectively
mitigated by the shareholder agreement until the maturity of the
envisaged notes.
The Ba2 corporate family rating (CFR) mainly reflects Castrol's i),
significant scale and geographic reach, ii) a relatively
consolidated market structure supporting pricing discipline and
some barriers to entry including long-standing OEM (Original
Equipment Manufacturer) relationships, iii) a strong brand in the
premium segment of the market, iv) strategic diversification into
data center cooling, electric vehicle (EV) fluids, and industrial
applications including wind turbine lubricants, reducing dependence
on traditional automotive demand, v) moderate separation risks, and
vi) a relatively moderate initial leverage and expected strong free
cash flow (FCF) generation.
These strengths are partly offset by some challenges including: i)
an asset-light model introducing potential supply chain
vulnerabilities, potentially exacerbated by the ongoing Middle East
conflict, ii) long term headwinds related to the EV transition,
iii) the lack of full control of the Castrol operations by the
borrowing entities, which limits access to the company's cash
flows, and iv) mature end-markets, with low volume growth going
forward.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Positive rating pressure could develop once the company establishes
a track record under the new ownership and leverage reduces below
2.5x on a fully consolidated basis, with strong free cash flow
generation and liquidity. The current situation in the Middle East
also poses significant uncertainties which would need to reduce
before considering positive rating actions.
A significant deviation from the projected key metrics could exert
negative rating pressure, in particular leverage increasing above
3.25x on a fully consolidated basis or significantly lower free
cash flows compared with Moody's current expectations. Material
shareholder distributions exceeding free cash flows, additional
debt assumed to facilitate BP's exit, or negative developments in
the Middle East or other regions impacting the company's operations
could also impact the ratings.
The principal methodology used in these ratings was Consumer
Packaged Goods published in February 2026.
COMPANY PROFILE
Founded in 1899 and headquartered in Pangbourne (England), Castrol
Group Holding Limited is a global company that develops,
manufactures, and markets high-performance lubricants, oils,
greases, and related services for automotive, industrial, marine,
and aerospace applications. It is best known for engine oils
designed for cars, motorcycles, and racing, while also specializing
in industrial lubrication, electric vehicle (EV) fluids, and
lower-carbon lubricants. Its products are distributed in over 150
countries to over 200 million customers annually.
For 2025, Castrol reported $7.01 billion of revenue for a
company-adjusted EBITDA of $1.17 billion.
STONEPEAK MOTION: S&P Rates New EUR435MM Secured Notes 'BB-'
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S&P Global Ratings assigned its preliminary 'BB-' issue ratings to
the proposed seven-year $500 million senior secured notes to be
issued by Stonepeak Motion Finco LLC and the seven-year EUR435
million senior secured notes to be issued by Stonepeak Motion
Holdco Ltd, both of which are fully owned subsidiaries of Stonepeak
Motion PledgeCo Ltd. The recovery rating on these instruments is
'3', indicating S&P's expectation of about 55% recovery, which
reflects meaningful recovery in the event of default.
The notes form part of the proposed $3.75 billion debt backing the
leveraged buyout transaction of Castrol's majority stake by private
equity firm Stonepeak Partners LP, together with minority
co-investor Canada Pension Plan Investment Board.
The ratings on these notes are in line with the preliminary 'BB-'
issue ratings and '3' recovery ratings on the proposed $1.75
billion term loan (TLB) at Stonepeak Motion Finco LLC and the
euro-denominated TLB equivalent to $1 billion at Stonepeak Motion
Holdco Ltd.
WEEDING TECHNOLOGIES: Leonard Curtis Appointed as Administrators
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Weeding Technologies Limited, trading as Weeding Tech, was placed
into administration in the High Court of Justice, Court Number
CR-2026-BHM-000256. Elizabeth Welch and Conrad Beighton, both of
Leonard Curtis, were appointed as Joint Administrators on June 4,
2026.
The company specialised in advanced weed control and vegetation
management solutions. Its registered office and principal trading
address is Unit 3 Triangle Business Centre, Fortune Way, London,
NW10 6UF.
The Joint Administrators can be contacted at:
Elizabeth Welch
Conrad Beighton
Leonard Curtis
Cavendish House
39–41 Waterloo Street
Birmingham B2 5PP
Further information:
Contact: Sam Kaye
Tel: 0121 200 2111
Email: recovery@leonardcurtis.co.uk
Leonard Curtis
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S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2026. All rights reserved. ISSN 1529-2754.
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