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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

          Tuesday, June 30, 2026, Vol. 27, No. 129

                           Headlines



A U S T R I A

CONSTANTIA FLEXIBLES: Moody's Rates New EUR650MM Secured Notes 'B2'
CONSTANTIA FLEXIBLES: S&P Rates New EUR350MM Secured Notes 'B-'


B E L G I U M

MEUSE BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


F R A N C E

BANIJAY SAS: Fitch Rates Upcoming Term Loans 'BB-(EXP)'
BANIJAY SAS: Moody's Upgrades CFR to 'B1', Outlook Stable
ILIAD HOLDING: Moody's Ups CFR to Ba2 & Alters Outlook to Stable


G E O R G I A

ISBANK GEORGIA: Fitch Assigns 'B+' LongTerm Foreign Currency IDR


G E R M A N Y

ABC SME 11: Moody's Assigns Ba2 Rating to EUR25MM Class D Notes
BIRKENSTOCK GROUP: Fitch Rates New 7-Yr. EUR900MM Unsec. Notes BB+
HSE FINANCE: S&P Upgrades ICR to 'B-', Outlook Stable


I R E L A N D

CARLYLE EURO 2021-2: Moody's Affirms B3 Rating on EUR13.5MM E Notes
FINANCE IRELAND 3: Fitch Assigns 'BB+sf' Rating on Class X Notes
FINANCE IRELAND 3: S&P Rates Class X-Dfrd Notes 'BB(sf)'
SCULPTOR EUROPEAN VIII: Fitch Rates Class F-R Notes 'B-(EXP)sf'


I T A L Y

TEAMSYSTEM SPA: Fitch Rates EUR700MM Secured Notes 'B(EXP)'
TEAMSYSTEM SPA: Moody's Rates New EUR700MM Secured Notes 'B2'
TEAMSYSTEM SPA: S&P Upgrades ICR to 'B', Outlook Stable


L U X E M B O U R G

ADECOAGRO SA: S&P Affirms 'BB-' ICR & Alters Outlook to Stable
HERENS MIDCO: S&P Lowers ICR to 'CCC', Outlook Negative
ROSEN INT'L: S&P Affirms 'B+' LT ICR & Alters Outlook to Neg.


N E T H E R L A N D S

AMG CRITICAL: Fitch Rates New Secured Revolver/Term Loan 'BB+'
AMG CRITICAL: Moody's Rates Amended First Lien Loan Facilities Ba2
AMG CRITICAL: S&P Rates New $500MM Senior Secured Term Loan B 'B+'
EUROSAIL-NL 2007-1: S&P Affirms 'B(sf)' Rating on Cl. E1 Notes


P O R T U G A L

TAGUS STC: Fitch Affirms 'B+sf' Rating on Class E Notes


R O M A N I A

KMG INTERNATIONAL: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


R U S S I A

MICROCREDITBANK: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive


S P A I N

AES ESPANA: Fitch Alters Outlook on BB- Foreign Curr. IDR to Stable
CIRSA ENTERPRISES: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
FT SANTANDER 11: S&P Assigns Prelim. BB(sf) Rating on E-Dfrd Notes
SANTANDER CONSUMO 11: Moody's Assigns (P)Ba3 Rating to Cl. E Notes


T U R K E Y

ALTERNATIFBANK: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
BURGAN BANK: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
DUNYA KATILIM: Fitch Assigns 'B-' LongTerm IDRs, Outlook Positive
ODEA BANK: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
RONESANS GAYRIMENKUL: Fitch Affirms 'BB-' IDR, Outlook Stable

TURKLAND BANK: Fitch Affirms 'B-' LongTerm IDRs, Outlook Stable


U K R A I N E

FLOW COMMUNICATIONS: BTG Begbies Appointed as Administrators


U N I T E D   K I N G D O M

AGETUR (U.K.): S&W Partners Appointed as Administrators
AVIANCA MIDCO 2: Fitch Assigns 'B+' Rating on Senior Secured Bonds
BAEMS LIMITED: Francis Clark Appointed as Joint Administrators
BEACON PARK: PKF Littlejohn Appointed as Joint Administrators
BRANDALLEY UK: BDO LLP Appointed as Joint Administrators

COOMTECH LTD: PKF SC Advisory Appointed as Joint Administrators
DURHAM MORTGAGE B: Fitch Affirms 'CCsf' Rating on Class X Notes
EMERALD SALES: Milner Boardman Appointed as Administrator
ETHICAL POWER: Interpath Appointed as Joint Administrators
EURO EXCHANGE: Teneo Financial Appointed as Special Administrators

GENONE CONSTRUCTION: Opus Restructuring Appointed as Administrators
GOJOKO MARKETING: Interpath Appointed as Joint Administrators
HAMBURG AND LONDON: Voscap Limited Appointed as Administrators
HARBINGER SOLIHULL: Moorfields Appointed as Joint Administrators
LANDMARK FACADES: Begbies Traynor Tapped as Joint Administrators

LOGIC INVESTMENTS: Replacement Special Administrator Appointed
MAROUSH GROUP: Oury Clark Appointed as Joint Administrators
MILLENNIUM DOUGH: Quantuma Advisory Appointed as Administrators
P B AND H: KRE Corporate Appointed as Joint Administrators
SILK DELTA: Aurora Recovery Appointed as Administrator

SUPERFLOW MANAGEMENT: Oury Clark Appointed as Joint Administrators
WELINK ENERGY: BDO Appointed as Joint Administrators
WHITESHAWS SURPLUS: Marshall Peters Appointed as Administrators
ZEGONA GROUP: S&P Rates New Sr. Secured Notes and Term Loan B 'BB'
ZENTIA LIMITED: Interpath Advisory Appointed as Administrators


                           - - - - -


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A U S T R I A
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CONSTANTIA FLEXIBLES: Moody's Rates New EUR650MM Secured Notes 'B2'
-------------------------------------------------------------------
Moody's Ratings has assigned a B2 rating to the proposed EUR650
million senior secured notes due in 2032 to be issued by Constantia
Flexibles GmbH (Constantia Flexibles).

Proceeds from the notes, together with the EUR1,250 million senior
secured term loan B (TLB), will be used to refinance the existing
debt and pay for the transaction fees. The notes will rank pari
passu with the recently issued senior secured TLB and senior
secured revolving credit facility (RCF).

RATINGS RATIONALE

With the proposed issuance, Constantia Flexibles (B2 stable) will
complete the refinancing of its existing debt with a mix of loans
and bonds maturing in 2032.

Constantia Flexibles' B2 rating reflects the company's solid
competitive position within the fragmented flexible packaging
market, where it ranks second in Europe behind Amcor plc (Baa2
stable) and is among the leading global players, albeit with a
modest overall market share. The rating also benefits from
Constantia Flexibles's diversified geographic footprint, with
increasing contributions from Asia and other developing regions
alongside its core exposure to the mature markets of Europe and
North America, and a broad customer base characterised by low
churn. In addition, the company has demonstrated a broadly
resilient operating performance despite market headwinds, supported
by its exposure to relatively defensive end markets such as food,
beverage and pharmaceutical packaging, its balanced exposure to
branded and private-label products, and pass through mechanisms for
key raw material prices in most contracts, which provide protection
to margins. However, volatility in costs such as energy and freight
costs, not covered by these clauses, could result in temporary
margin compression, particularly in the current inflationary
environment. Furthermore, past investments have strengthened the
company's competitive positioning and should further extend its
competitive advantage as the industry adapts to the upcoming
Plastic Packaging Waste Regulation (PPWR).

Conversely, the B2 rating is constrained by the company's exposure
to structurally low growth—and in some cases declining—end
markets, including mature consumer packaging segments such as
confectionery, snacks and selected discretionary food applications,
limiting the scope for volume driven deleveraging and increasing
reliance on new business wins as well as continued operational
improvements under One Rock's ownership.

In addition, intense competition from both large, blue chip
customers and smaller local players in the fragmented European
flexible packaging market—in consumer oriented
segments—constrains pricing power and limits margin expansion,
particularly in case of spikes in input costs.

On a pro forma basis, reflecting the full year contribution of
Aluflexpack AG and the new capital structure, Moody's estimates
Constantia Flexibles's Moody's adjusted gross debt/EBITDA to be
elevated at around 6.7x based on 2025 Moody's-adjusted EBITDA of
approximately EUR331 million. Moody's assumes that low single digit
organic volume growth alongside the gradual realization of
integration synergies and operational cost savings, will support
EBITDA growth to around EUR355 million in 2026 and approximately
EUR380 million in 2027. Moody's expects that the benefits for these
initiatives will be visible in the second half of the current
fiscal year, although Moody's acknowledges a certain degree of
execution risk in delivering the plan.

While the company is initially weakly positioned in its rating due
to high starting leverage, Moody's expectations for EBITDA growth
will allow deleveraging below 6.0x by 2027, supporting a more solid
positioning within the B2 rating category. Despite high interest
expense of approximately EUR120–130 million per year and capital
expenditures of around 5-6% of sales, these earnings levels will
allow the company to achieve positive free cash flow (FCF).

While not included in Moody's forecasts, the company may continue
to pursue bolt on acquisitions to complement organic growth,
reflecting the fragmented nature of the industry. However, Moody's
expects these acquisitions to be small with relatively limited
cash-out.

ESG CONSIDERATIONS

Governance is a key driver of this rating action. Governance
considerations reflect ownership concentration with private equity
firm One Rock, the appetite to operate with high leverage and
debt-funded inorganic growth, and limited board independence. The
company is also exposed to waste and pollution risk inherent to
production of flexible packaging made of plastic and aluminum for
the consumer and pharma end markets. Exposure to social risks
exists but it has less influence on the rating. These
considerations are reflected in Constantia Flexibles 's Credit
Impact Score (CIS) of 4.

LIQUIDITY

Constantia Flexibles's liquidity profile is good for the next 12-18
months' requirements. It is supported by an estimated post-closing
cash balance of EUR93 million; a fully available EUR305 million RCF
maturing in 2032; Moody's expectations for positive FCF; and no
material debt amortisation until 2032. Additionally, the company
relies on non-recourse factoring and supply chain financing lines,
albeit uncommitted in nature.

The senior facility agreement includes one springing covenant set
at maximum net leverage of 9x which is tested quarterly when the
RCF drawings exceed 40% of the RCF commitments. Moody's expects
Constantia Flexibles to maintain large capacity under this
covenant.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the senior secured notes is in line with
the B2 rating on the senior secured TLB and the senior secured RCF,
because they will benefit from substantially the same collateral
package on a pari passu basis. More specifically, the notes will be
secured by share pledges, material bank accounts and structural
intragroup receivables, with post-closing expansion to
guarantor-level collateral and all-asset security from the US
entity.

The notes will be guaranteed after the issue date by entities
representing 82%, 63% and 63%, of the company's consolidated
management EBITDA, sales and total assets (excluding goodwill and
customer lists), respectively, as at March 31, 2026.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Moody's expectations that
Constantia Flexibles's operating performance will remain resilient
in the current macroeconomic environment, will gradually improve
its profitability with the implementation of targeted cost savings
and integration synergies, will delever below 6.0x while generating
positive FCF. The stable outlook also assumes that the company will
not embark on material debt-funded acquisitions or shareholder
distributions.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Although weakly positioned in the B2 rating category, Moody's could
upgrade Constantia Flexibles's rating if it grows its EBITDA
leading to a Moody's adjusted gross debt/EBITDA sustainably below
5x; its Moody's adjusted EBITDA/Interest Expense increases towards
3.5x; and its Moody's adjusted FCF/debt stays above 5%.

Moody's could downgrade Constantia Flexibles's rating if its
Moody's-adjusted gross debt/EBITDA fails to decrease towards 6.0x
due to weakening operating performance, lack of visible achievement
of cost savings and synergies or significant debt-funded
acquisitions; its Moody's adjusted EBITDA/Interest Expense falls
below 2.5x; its Moody's adjusted FCF turns negative; or its
liquidity deteriorates.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers 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

Headquartered in Austria, Constantia Flexibles is one of the
largest flexible packaging manufacturers in Europe, primarily
serving of the consumer and pharma end markets. Constantia has more
than 8,500 employees across 36 sites in 18 countries.

For the last twelve months ending March 2026, the company generated
EUR2.1 billion of revenue and EUR331 million of Moody's adjusted
EBITDA, pro forma for the acquisition of Aluflexpack AG. Constantia
Flexibles is owned by private equity sponsor One Rock Capital
Partners since 2024.


CONSTANTIA FLEXIBLES: S&P Rates New EUR350MM Secured Notes 'B-'
---------------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue rating and '3' recovery
rating to Constantia Flexibles GmbH's (CFlex; B-/Positive/--)
proposed EUR650 million senior secured notes due 2032.

Austria-based CFlex, the world's third-largest producer of flexible
packaging solutions, intends to issue EUR1.9 billion senior secured
debt due 2032. The proposed debt will be split into EUR650 million
senior secured notes and EUR1.25 billion term loan B, as announced
on June 17, 2026. The company will use the proceeds from these
proposed debt issuances (together with cash on balance sheet) to
repay its existing debt facilities, including the EUR1.93 billion
unitranche facility due 2030 and EUR22 million local debt; as well
as transaction fees and expenses.




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B E L G I U M
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MEUSE BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Meuse BidCo SA's Long-Term Issuer
Default Rating (IDR) at 'B+'. The Outlook is Stable. Fitch has also
affirmed Meuse Finco SA's senior secured debt rating at 'BB-' with
a Recovery Rating at 'RR3'.

The affirmation reflects its unchanged view of Meuse's business
profile, with its small scale and high geographic and business
concentration compared with other gaming peers. These weaknesses
are offset by a strong market position and supportive regulation in
its core market of Belgium, healthy profitability and moderately
conservative credit metrics.

The Stable Outlook reflects its view that Meuse's leverage profile
will remain in line with its rating sensitivities, and its
assumption that consistently positive free cash flow (FCF) will
support any bolt-on M&A ambitions, after having rebuilt liquidity.
The latter had been eroded by shareholder distributions in
2025-2026.

Key Rating Drivers

Regulatory and Fiscal Challenges: Meuse faces potentially
increasing regulatory pressure in Belgium (65% of 2025 revenue) and
fiscal scrutiny in the Netherlands (8%). More strict regulation and
taxation can affect the proportion of unlicensed iGaming and online
sports betting operators in the region, in addition to a potential
direct hit on gaming revenue after tax.

Since Wallonian authorities are weighing the balance of benefits
and undesired effects from tighter regulation and taxation and
there is no certainty on timing or probability of online gaming tax
increases, evolution of fiscal landscape is reflected in its muted
net gaming revenue growth assumptions, with organic revenue growth
at 4% over 2026-2029, reflecting uncertainty over the timing or
probability of such tax increases, while Wallonian authorities
assess the potential effects from tighter regulation and higher
taxation.

Slowing Growth: Revenue growth in 2024 and 2025 slowed to virtually
zero, with 2024 mainly affected by regulation, and 2025 by fiscal
impact in the Netherlands, as well as one-off events that led to
the temporary closure of two casinos in Switzerland and France.
Fitch anticipates reported revenue growth to resume in 2026, due to
the full impact of Betca consolidation (consolidated in November
2025) and better year-on-year comparables in retail. Its Fitch case
assumes revenue (after gaming tax) growth of 10.5% in 2026.

Profitability Remains Strong: Meuse strengthened its profitability
in 2025, with an EBITDA margin of 25.8%, up from 23.7% in 2024,
driven by staff optimisation and continued reduction in advertising
expenses since the introduction of advertising restrictions in
2023. Fitch expects a slightly weaker margin in 2026 at 25.2%,
where it will roughly remain to 2028. Meuse's profitability does
not include proceeds from its stake in joint venture (JV) with
Estoril in Portugal (assumed at EUR8 million on average a year in
its forecast).

Positive FCF, Excess Cash Upstream: Strong profitability,
additional cash flows from the JV with Estoril and low capex
intensity translate into very healthy FCF margins at 9%-12% in its
forecast, which is one of the strongest among the peer group. High
FCF supports the financial profile of Meuse; however, recent
shareholder distribution in the form of a capital reduction
exceeded the historical FCF generated in 2024 and 2025 and its
forecast FCF for 2026. The capital reduction does not affect
leverage in 2026 which Fitch assesses on a gross basis. Any future
distributions upstreamed to shareholder and funded by debt could
signal a change to financial policy and put pressure on the
ratings.

Niche Scale, Local Leadership: Meuse remains one of the smallest
issuers in its rated gaming peer group, and Fitch views scale as
important business profile consideration that affects the ability
to absorb regulation costs, enter new markets, and achieve
economies of scale for iGaming and online sports betting (the
latter is less relevant for Meuse). At the same time, Meuse retains
its leading market share in its core Belgium market, where
regulation provides very strong barriers to entry. This provides
higher revenue visibility than highly competitive markets and
supports the business profile.

Omnichannel Product Offering, Gaming Focus: Meuse is an omnichannel
operator combining online (72% of net gaming revenue) and
land-based operations (28%), which Fitch considers to be beneficial
for the business profile, as it typically allows for more efficient
promotional activity. Meuse also has the lowest exposure among
Fitch-rated peers in EMEA to sports betting (about 10% of gross
gaming revenue). Gaming faces lower margin volatility than sports
betting, especially for smaller operators, as payouts are not
dependent on external factors such as sports results. However,
gaming tends to be more exposed to regulatory risk, so Fitch
expects it to grow more slowly over the long term.

Peer Analysis

Meuse has much smaller scale but lower leverage than higher-rated
peers, such as BetClic Everest Group (BB-/Stable) and Allwyn AG
(BB/Stable), resulting in a one-notch rating difference with these
issuers.

Allwyn's business profile is materially stronger than Meuse's, with
larger scale and better geographical diversification. This is
moderately balanced by greater complexity in Allwyn's corporate
structure and a more aggressive financial policy.

Meuse has stronger profitability and FCF margins than evoke plc
(B/RWP), despite its smaller size. This translates into much
stronger leverage metrics with a greater deleveraging capacity. The
combination of a weaker business profile and a stronger financial
profile results in a higher rating for Meuse by one notch.

Fitch’s Key Rating-Case Assumptions

- Net gaming revenue CAGR at 6.5% for 2025-2029, primarily driven
by organic 4% online growth and acquisitions over 2026-2027

- EBITDAR margin on average at 27.4% for 2026-2029

- Neutral working capital for 2026-2029

- Annual capex of EUR20 million in 2026-2029

- Dividend from Estoril at EUR4 million for 2026 and EUR7 million a
year over 2027-2029, from EUR10 million in 2025

- Total cash of EUR69 million upstreamed to equity holders in 2026,
bringing the non-recurring cash distribution to EUR150 million over
2025-2026

- No further dividends distributed over the forecast horizon

- Average of EUR23 million acquisition a year over 2026-2029

Corporate Rating Tool Inputs and Scores

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

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

The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the historical year
2025, 40% for the forecast year 2026 and 40% for the forecast year
2027.

Weakest link considerations adjustment is applied based on
diversification and asset quality factor and results in an
adjustment of -1 notch.

B+ to CC considerations apply in its analysis and have no impact.

The governance assessment of 'some deficiencies' has no impact.

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

The SCP is 'b+'.

Recovery Analysis

The recovery analysis assumes that Meuse would be reorganised as a
going concern (GC) in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.

The GC EBITDA estimate of EUR55 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level on which it bases the
enterprise valuation. Fitch applied a distressed multiple of 5.5x
to the GC EBITDA. The multiple reflects positive industry
fundamentals, including modest growth prospects, high barriers to
entry and a conducive but evolving regulatory environment. The
multiple gives credit to Meuse's significant inherent intangible
value for brand awareness in a regulated and partly captive market.
Fitch also added about EUR35 million dividends from the Estoril JV
valued on a going-concern basis.

In accordance with its criteria, Fitch has assumed Meuse's EUR100
million revolving credit facility (RCF) is fully drawn on default.
Its EUR400 million senior secured loan ranks pari passu with the
RCF. Its EUR12 million operating company debt is super-senior in
the debt waterfall.

Its principal waterfall analysis, after deducting 10% for
administrative claims, generated a ranked recovery in the 'RR3'
band, resulting in a 'BB-' instrument rating for its term loan B.

RATING SENSITIVITIES

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

- Adverse regulatory changes leading to material deterioration in
revenue or operating profits

- FCF margin in the low single digits as a result of operating
underperformance, considerable increases in capex or large cash
distributions to shareholders or to the B2B business, which is
outside the restricted group

- EBITDAR leverage above 4.5x

- EBITDAR fixed charge coverage below 3.0x

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

- Continued growth with EBITDAR approaching EUR200 million, through
increased geographical diversification to new regulated markets

- FCF margin maintained in the medium-to-high single digits

- EBITDAR leverage consistently below 3.5x

- EBITDAR fixed charge coverage maintained above 3.5x

Liquidity and Debt Structure

Meuse's available liquidity was comfortable with about EUR40
million cash available at end-2025, after adjusting for one-off
shareholder distribution and Fitch's adjustments of EUR30 million
of cash for operational purposes, and an undrawn RCF of EUR100
million. Additional financial flexibility stems from sustained
positive FCF margins that Fitch forecasts will stay in the high
single-to-low double digits. Meuse has no material maturity before
2030.

Issuer Profile

Meuse is an omnichannel gaming and sports-betting operator with
leading positions in Belgium (65% of GGR) and Portugal (7%), and a
presence in France (15%), Switzerland (8%) and other (5%)
countries.

Summary of Financial Adjustments

Fitch computes Meuse's lease liability by multiplying Fitch-defined
cash lease costs by 8x, reflecting the long-term nature of rent
contracts for casino owners and a discount rate typical for a
developed European country, such as Belgium.

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 Meuse.

ESG Considerations

Meuse has an ESG Relevance Score of '4' for Customer Welfare - Fair
Messaging, Privacy & Data Security due to to increasing regulatory
scrutiny of the sector, greater awareness around the social
implications of gaming addiction and an increasing focus on
responsible gaming, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt             Rating           Recovery   Prior
   -----------             ------           --------   -----
Meuse Finco SA

   senior secured    LT      BB-  Affirmed     RR3     BB-

Meuse Bidco SA     

                     LT IDR  B+   Affirmed             B+




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F R A N C E
===========

BANIJAY SAS: Fitch Rates Upcoming Term Loans 'BB-(EXP)'
-------------------------------------------------------
Fitch Ratings has assigned Banijay Entertainment SAS's and Banijay
US Holding, Inc.'s upcoming senior secured term loans an expected
rating of 'BB-(EXP)' with a Recovery Rating of 'RR3'.

Fitch expects Banijay to raise EUR1,750 million, split between euro
and US dollar loans, to prepay existing Term Loan B's (TLB) and
debt of EUR505 million at All3Media, fund a EUR171 million dividend
to Banijay Group, and cover transaction costs.

Assignment of the final instrument rating is contingent on
completion of the refinancing on the terms presented to Fitch, at
which point existing debt ratings will be withdrawn. Fitch expects
the All3Media acquisition to be completed in July, subject to
regulatory and anti-trust approvals.

The merger will strengthen Banijay's English-language content
production capabilities, reinforce its leading market position and
increase scale. Fitch forecasts lower pro forma leverage and
gradual improvement in credit metrics, driven by revenue growth and
cost synergies, consistent with a strong 'b' Standalone Credit
Profile (SCP). Banijay S.A.S's Long-Term Issuer Default Rating
(IDR) of 'B+' continues to reflect the medium strategic incentives
from Banijay Group to support Banijay despite low legal and
operational incentives under Fitch's Parent and Subsidiary Linkage
(PSL) criteria. This leads to a bottom-up approach with a one notch
uplift from its 'b' SCP.

Key Rating Drivers

Refinancing Transaction Neutral to Ratings: Banijay intends to
refinance its outstanding EUR557 million and USD555 million senior
secured TLB's maturing in 2028, as well as EUR505 million debt to
be inherited from the merger with All3Media, with a combination of
euro- and US dollar-denominated senior secured TLB's totalling
around EUR1,750 million and maturing in 2033, broadly in line with
existing terms. New funds will also contribute to a dividend of
EUR171 million to Banijay Group. The equally ranked revolving
credit facility (RCF) will be refinanced and increased to EUR300
million with a maturity in 2032, providing additional liquidity for
the enlarged group.

Transaction Offers Deleveraging Potential: Banijay's standalone
Fitch-defined net leverage was 5.7x at end-2025. Fitch expects pro
forma leverage to be 5.6x in 2026. Fitch believes the merger will
improve the combined financial structure, as All3Media's standalone
leverage is lower than that of Banijay. Fitch forecasts EBITDA net
leverage will gradually decline to 5.2x in 2028 due to revenue
growth and the realisation of synergies, providing financial
headroom for the rating. Banijay's financial policy aims for
leverage to be maintained below 4.0x on a company-defined reported
basis.

Margin Normalisation Expected: Fitch expects the combined entity's
margin to remain at around 15% in 2026-2029, compared with 16.6% on
a standalone basis in 2025, as revenue growth is offset by a modest
increase in scripted content. Banijay is pursuing cost
optimisation, supported by the gradual integration of AI in
post-production editing, data analysis and curated content
production, underpinning new revenue streams, alongside EUR50
million of annual run-rate cost synergies from the transaction.
Fitch forecasts Fitch-defined EBITDA margin to improve to 13.6% in
2029 from 13.3% in 2026, with potential for further margin
accretion.

Merger Enhances Business Profile: The proposed merger of Banijay
and All3Media will reinforce Banijay's position as the leading
independent content producer, with a combined library of more than
261,000 hours. The transaction will increase revenue from
English-language content to about 36% from about 27%. The addition
of Little Dot Studios will enhance IP monetisation on digital
platforms. RedBird IMI, All3Media's shareholder, will make a EUR625
million equalisation payment to Banijay Group as part of the
transaction. The transaction is likely to close in July 2026,
subject to remaining regulatory and anti-trust approvals.

Positive Pre-Dividend FCF: Banijay's mid-single digit pre-dividend
FCF is supported by strong operating cash flow, low and stable
working capital, adjusted for factoring, and modest
non-discretionary capex, despite high cash interest costs. Banijay
retains some flexibility to manage dividends, although dividends
resulted in negative post-dividend FCF over 2023-2025. An
aggressive dividend policy leading to consistently negative
post-dividend FCF, combined with a high leverage, could result in
negative rating pressure.

Manageable Secular Shifts: Banijay remains supported by growing
demand from streaming platforms, including free ad-supported
channels, partly offsetting structural weakness in linear
broadcasting. A high proportion of popular unscripted shows,
localised content and a deep catalogue support resilience across
delivery platforms. However, Fitch applies conservative assumptions
to demand from free-to-air broadcasters, reflecting weaker trading
and continued economic uncertainty. Advertising trends in linear TV
are becoming more volatile and less predictable. Diversification
across platforms therefore remains critical.

Additional M&A Likely: Fitch believes Banijay will remain
acquisitive due to its ambition to become a consolidator in a
market that has recently had multiple M&A transactions in the US
and Europe. Banijay has been highly acquisitive over the past 10
years, with M&A targeted at expanding production capabilities and
diversifying revenue streams into allied media segments. Fitch
believes the long-term partnership between Banijay Group and
RedBird IMI, with no call or put option for either party, provides
stability and funding options for further M&A

PSL Assessments Unchanged: Its assessments under its PSL Rating
Criteria are unchanged despite Banijay Group's ownership falling to
50% from 100%. Fitch assesses the legal and operational incentives
for Banijay Group to support Banijay as 'Low', with no operational
overlap and no cross-defaults or guarantees between the two
entities. Fitch assesses the strategic incentives to support as
'Medium', given Banijay is a material asset to the group, providing
diversification and moderate growth prospects. This leads to an
overall bottom-up approach where the 'B+' IDR is notched up once
from the 'b' SCP.

Stronger Parent; Weaker Subsidiary: Fitch views the consolidated
business profile of Banijay Group as broadly corresponding to the
low end of the 'bb' range. Banijay Group's larger scale and
business diversification are constrained by regulatory oversight at
Banijay Gaming. However, the consolidated profile benefits from the
stronger financial structure and financial flexibility at Banijay
Gaming. Banijay's deleveraging is sensitive to the parent's
dividend policy, in Fitch's view. Banijay Group's financial policy
aims for about 2.0x group-defined net debt/adjusted EBITDA by
2029.

Peer Analysis

Banijay's direct peers include Mediawan Holding SAS (B/Stable),
Lions Gate Entertainment Corp., and integrated media businesses
such as ITV Studios, part of ITV plc (BBB-/Stable), and Fremantle
Limited, part of RTL Group.

Relative to studio peers, Banijay benefits from greater scale,
better geographic diversification and tailored local content with a
higher share of unscripted content, supporting lower operating
volatility and stable cash flow. Mediawan has a smaller scale and a
higher share of scripted content. Its leverage thresholds are lower
than Banijay's at the same SCP.

ITV Studios is comparable to Banijay, although it produces a higher
share of scripted content. The wider group has weaker geographic
diversification and is directly exposed to secular challenges in
linear broadcasting. This is balanced by a strong market position
in the UK as a vertically integrated public service broadcaster,
stronger financial flexibility and significantly lower leverage.

Fitch’s Key Rating-Case Assumptions

On a combined basis with 2026 on a pro forma basis:

- Revenue of EUR4.4 billion and revenue growth of mid- to
low-single digits in 2027-2029;

- Fitch-defined EBITDA margin at 13.3% in 2026 and trending to
13.6% in 2029. EBITDA is on pre-IFRS16 basis and includes
adjustments of about EUR30 million for recurring cash outflows
related to staff incentive programmes, EUR15 million of
restructuring costs and cost synergies from the transaction
reaching a run-rate of EUR50 million per year;

- Average working-capital outflows of 1.2% of revenue in
2026-2029;

- Average capex at 3.1% of revenue in 2026-2029;

- Non-recurring cash outflows include acquisition-related costs,
exceptional restructuring costs and non-recurring portion of staff
incentive programmes;

- Common dividends of about EUR30 million a year in 2026-2027,
increasing to EUR40 million in 2028 and EUR50 million in 2029;

Corporate Rating Tool Inputs and Scores

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

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

- The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the latest historical
year 2025, and 40% for the forecast years 2026 and 2027.

- 'B+' to 'CC' considerations apply in its analysis and result in
no adjustment.

- The governance assessment of 'good' results in no adjustment.

- The operating environment assessment of 'aa-' results in no
adjustment.

- The SCP is 'b'.

To derive the IDR: Application of Fitch's Parent and Subsidiary
Linkage Rating Criteria results in a bottom up +1 approach to
'B+'.

Recovery Analysis

The recovery analysis is based on the Banijay, including All3Media,
and the refinanced debt structure.

Fitch assumes that Banijay would be reorganised as a going concern
(GC) in distress or bankruptcy rather than liquidated. Fitch
estimates post-restructuring EBITDA at EUR435 million, in the event
of weaker demand for unscripted formats and increasing price
pressures. A distressed enterprise value multiple of 6.0x is
applied to GC EBITDA to calculate a post-restructuring valuation.

Fitch deducts 10% for administrative claims before allocating an
enterprise value of EUR2.35 billion, according to the liability
waterfall.

Fitch deducts EUR296 million of local production facilities ranking
before Banijay's senior secured debt of around EUR3.35 billion,
including a fully drawn EUR300 million RCF, ranking equally with
its senior secured notes and term loans.

Banijay also had pro forma off-balance-sheet committed factoring of
EUR237 million at end-2025. Fitch considers that these facilities
would remain in place in distress and therefore excludes the
facilities from the cash flow waterfall. The facilities are secured
by low-counterparty-risk receivables and tax credits associated
with content creating. The company uses these dedicated facilities
to bridge the timing differences between content creation outflows
and associated receipts. Fitch continues to include factoring in
its leverage calculations.

Its waterfall analysis, based on current metrics and assumptions,
generated a rating of 'BB-(EXP)'/'RR3' for the proposed TLBs , in
line with the current Recovery Rating for equally ranking senior
secured debt.

RATING SENSITIVITIES

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

- EBITDA net leverage above 6.0x and EBITDA leverage above 6.5x on
a sustained basis

- EBITDA interest coverage consistently below 2.5x

- Weakening FCF towards break-even or negative territory

- Deterioration of EBITDA because of failure to renew leading
shows, an increase in competition, or inability to control costs

- Weaker links between Banijay Group and Banijay, with reduced
incentives to support Banijay

- An overall weaker consolidated credit profile of Banijay Group,
so that the parent's consolidated credit profile is no longer
stronger than Banijay's SCP

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

- EBITDA net leverage below 5.0x and EBITDA leverage below 5.5x on
a sustained basis, together with visibility on the use of its large
cash balance

- Continued growth of EBITDA and FCF, with continued demand for
non-scripted and scripted content without a significant increase in
competitive pressure

- Stronger legal, strategic or operational incentives for Banijay
Group to support Banijay

- EBITDA interest cover sustained above 3.2x

- Sustained low single-digit FCF margins

Liquidity and Debt Structure

Banijay had cash and cash equivalents of EUR264 million at
end-2025, rising to a pro forma EUR439 million including All3Media.
Banijay has access to an undrawn EUR170 million RCF. The facility
will be increased to EUR300 million upon competition of the
refinancing and acquisition. This provides satisfactory liquidity
for working-capital requirements for the enlarged group, earn-outs
and M&A opportunities.

Upon refinancing, Banijay's earliest maturity will be in 2029 for
its EUR540 million and USD348 million senior secured notes,
followed by EUR400 million TLB in 2032. New debt raised will have a
maturity of 2033.

Issuer Profile

Banijay is the largest independent content producer and distributor
globally. Pro forma for All3Media, it will be home to over 130
production companies across 25 territories and have a catalogue
spanning multiple genres, with over 261,000 hours of original
programming.

Summary of Financial Adjustments

Fitch adjusts Fitch-defined FCF and leverage metrics for
off-balance-sheet factoring.

Date of Relevant Committee

28 April 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 Banijay.

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   
   -----------             ------                    --------   
Banijay
Entertainment SAS

   senior secured       LT  BB-(EXP)  Expected Rating   RR3

Banijay US
Holding, Inc.

   senior secured       LT  BB-(EXP)  Expected Rating   RR3


BANIJAY SAS: Moody's Upgrades CFR to 'B1', Outlook Stable
---------------------------------------------------------
Moody's Ratings has upgraded to B1 from B2 the corporate family
rating and to B1-PD from B2-PD the probability of default rating of
Banijay S.A.S. (Banijay), the world's largest independent content
production group.

Concurrently, Moody's assigned a B1 rating to the proposed EUR1.750
billion equivalent senior secured term loan B (TLB) due 2033 which
will be split between a EUR1,315 million EUR tranche issued by
Banijay Entertainment S.A.S. and a $500 million USD tranche issued
by Banijay US Holding, Inc., and a new EUR300 million senior
secured revolving credit facility (RCF), due 2032 issued by Banijay
Entertainment S.A.S.

Moody's also upgraded to B1 from B2 the EUR400 million senior
secured term loan B due 2032, the EUR540 million backed senior
secured notes, and the $400 million backed senior secured notes due
2029, all issued by Banijay Entertainment S.A.S.

The proceeds from the EUR1.750 billion equivalent new senior
secured Term Loan B facilities will be used to refinance
All3Media's (Gold Rush Bidco Limited, B2 Positive) EUR505 million
backed senior secured term loan, fund a EUR171 million dividend to
Banijay Group N.V. (Banijay Group), and cover transaction and
financing costs. In addition, the EUR555 million senior secured
term loan issued by Banijay Entertainment S.A.S. and the $500
million senior secured term loan issued by Banijay US Holding,
Inc., both due in 2028, is expected to be repaid with proceeds from
the new facilities and their ratings, along with the existing
EUR170 million senior secured RCF, withdrawn. The outlook on all
entities is stable. Previously, the ratings were on review for
upgrade. This rating action concludes the review for upgrade
initiated on March 26, 2026.

A comprehensive review of all credit ratings for the respective
issuer(s) has been conducted during a rating committee.

"The conclusion of the review with a one-notch upgrade of all
ratings reflects the improved business and financial profile of the
combined Banijay–All3Media group, notably greater scale, stronger
IP ownership, broader exposure to key English-speaking markets and
stronger key credit metrics," says Víctor García Capdevila, a
Moody's Ratings Vice President-Senior Analyst and lead analyst for
Banijay.

"The upgrade also reflects expectations of enhanced growth through
stronger relationships with global streaming platforms, increased
IP monetization, run-rate synergies of around EUR50 million and a
commitment to further deleveraging of the group," adds Mr.
García.

RATINGS RATIONALE

Banijay and All3Media have obtained regulatory approvals in 22 of
the 25 jurisdictions where the combined group will operate. No
remedies or conditions have been imposed in any of these
jurisdictions as a condition for approval. Banijay's management
expects the remaining jurisdictions to grant approval within the
next few weeks, with closing of the merger anticipated by July
2026.

The combined group, which will operate under the Banijay name, will
be jointly owned by Banijay Group and RedBird IMI, each holding a
50% stake, with Banijay Group continuing to consolidate the new
entity's earnings. The merger involves the full roll-over of
RedBird IMI's stake in All3Media into the combined
Banijay–All3Media group, resulting in a long-term alignment of
interests.

As part of the transaction, Banijay Group will receive total cash
proceeds of EUR796 million, comprising EUR625 million paid by
RedBird IMI to acquire shares from Banijay Group and a EUR71
million pre-closing dividend distributed by Banijay Entertainment
S.A.S. These payments reflect the agreed valuations of Banijay
Entertainment S.A.S and All3Media for the purposes of the
transaction.

After completion of the transaction, Marco Bassetti, currently CEO
of Banijay Entertainment S.A.S, will serve as CEO of the newly
formed group and Jane Turton, currently CEO of All3Media, will
become Deputy CEO. Jeff Zucker, CEO of RedBird IMI, will become
Chairman of the Board of the new combined entity.

The transaction is credit positive for Banijay as it will
materially enhance the combined group's scale, intellectual
property ownership and geographic diversification, while
strengthening its presence in English-speaking markets and
expanding its digital activities.

The combination will also strengthen Banijay's strategic
positioning and relationships with global streaming platforms,
supporting long-term revenue visibility. Moody's expects the
combination to accelerate intellectual property monetization,
diversify the content offering and create new revenue streams,
including through digital and live adaptations.

In addition, the transaction structure supports the group's
financial profile and key credit metrics and is expected to
generate around EUR50 million of cost synergies. Full
implementation is anticipated within 12 months of closing, driven
by improved coordination across distribution and sales,
optimization of central functions, and procurement and shared
services efficiencies from increased scale.

Moody's base case scenario assumes a pro forma revenue growth of
around 3% to EUR4.4 billion in 2026 with stable Moody's-adjusted
EBITDA margin at around 15%, leading to a pro forma
Moody's-adjusted EBITDA of EUR660 million.

Moody's estimates that Banijay's pro forma Moody's-adjusted gross
leverage will decrease to 5.5x in 2026, from 6.2x on a stand-alone
basis in 2025. Similarly, EBITA to interest expense is expected to
improve to 2.3x, from 2.1x.

LIQUIDITY

Banijay's liquidity is good. At closing, the group is expected to
have around EUR350 million in cash and full availability under its
EUR300 million revolving credit facility. The RCF is subject to a
springing net debt-to-EBITDA covenant of 6.5x, tested only when
drawings exceed 40%, and Moody's expects ample headroom.

The group does not face debt maturities until May 2029, when the
senior secured notes mature.

Moody's base case assumes negative free cash flow of EUR105 million
in 2026, primarily due to the EUR171 million dividend payment,
followed by positive free cash flow of around EUR150 million in
2027.

STRUCTURAL CONSIDERATIONS

The B1-PD probability of default rating is in line with the B1
corporate family rating (CFR), reflecting the 50% family recovery
rate used. This is in line with Moody's standard approach for bond
and loan capital structures.

All instruments in the capital structure rank pari passu, with the
exception of the earnouts and put options. The security package for
the senior secured instruments is weak because it is limited to
share pledges, intercompany receivables and bank accounts. All
significant subsidiaries (accounting for more than 5% of pro forma
EBITDA) are guarantors, except those located in excluded
jurisdictions (Argentina, Brazil, China, India, Mexico, Russia,
Korea and Thailand). The group is subject to a minimum EBITDA
guarantor coverage test of 75%.

RATIONALE FOR STABLE OUTLOOK

The stable outlook on Banijay reflects Moody's expectations that
the company will generate steady organic growth. The stable outlook
also reflects Moody's assumptions that the company will reduce its
Moody's-adjusted gross leverage ratio towards 5.0x over the next
18-24 months. The outlook does not factor in any large debt-funded
acquisition and assumes adequate liquidity at all times.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Upward rating pressure could develop if the company continues to
generate positive earnings growth driven by the successful
execution of its content strategy. Quantitatively, this would
require improved credit metrics, including Moody's adjusted gross
leverage below 4.75x and FCF to debt trending towards 10%, both on
a sustained basis.

Downward rating pressure could develop if operating performance
deteriorates, Moody's-adjusted gross leverage increases above 5.75x
on a sustained basis or FCF generation turns negative, leading to a
deterioration in the company's liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in February 2026.

COMPANY PROFILE

Banijay S.A.S., headquartered in Paris, France, is the world's
largest independent content production group. It creates, develops,
sells, produces and distributes television content worldwide across
a well-diversified network in 25 countries. The group has a strong
position in both scripted and non-scripted content production, and
benefits from an extensive library of more than 260,000 hours of
content. In 2025, the group reported revenue and Moody's-adjusted
EBITDA of EUR3.3 billion and EUR449 million, respectively. Banijay
Group N.V. (formerly FL Entertainment), listed in Amsterdam, is the
parent company of Banijay S.A.S. and also controls its sister
company Betclic Everest Group S.A.S. (Betclic, Ba3 stable).


ILIAD HOLDING: Moody's Ups CFR to Ba2 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings has upgraded to Ba2 from Ba3 the long-term
corporate family rating, and to Ba2-PD from Ba3-PD the probability
of default rating of Iliad Holding S.A.S. (Iliad Holding). Moody's
upgraded to B1 from B2 the rating on the existing senior secured
global notes issued by Iliad Holding, and to Ba1 from Ba2 the
rating on the existing senior unsecured bonds issued by Iliad S.A.
(Iliad), the operating subsidiary of Iliad Holding.

The outlook for Iliad Holding and Iliad S.A. has been changed to
stable from positive.

The rating action follows the announcement that Iliad signed a
memorandum of understanding with Altice France SAS[1], a subsidiary
of Altice France Lux 3 (Caa1 positive), to jointly acquire SFR,
France's second-largest telecommunications operator, alongside
consortium members Bouygues Telecom SA, which is a subsidiary of
Bouygues S.A. (A3 stable), and Orange (Baa1 stable).

Iliad's share of the SFR acquisition's total EUR20.35 billion
enterprise value is approximately 31%, or EUR6.2 billion. As part
of the transaction, Iliad will acquire over 8 million additional
subscribers, including the entire customer base of RED (6 million
subscribers) and a portion of SFR's retail customer base (1.6
million SFR B2C subscribers as well as the 0.4 million VSE business
customers served by the SFR brand). Iliad will also gain 50 MHz of
additional spectrum.

Iliad expects definitive legal documentation to be signed in the
second half of 2026, with completion anticipated in the second half
of 2027, pending regulatory approvals, including competition
clearance.

"The upgrade to Ba2 reflects Iliad's sustained strong organic
growth and improved cash flow generation, driving material
deleveraging and stronger credit metrics," says Ernesto Bisagno, a
Moody's Ratings Vice President - Senior Credit Officer and lead
analyst for Iliad Holding.

"The SFR acquisition will also materially enhance Iliad's scale and
generate significant synergies, mitigating the expected increase in
leverage and integration costs," adds Mr Bisagno.

RATINGS RATIONALE

Before the SFR acquisition, Iliad Holding was already strongly
positioned within the previous rating category, underpinned by
consistent earnings growth and improved cash flow generation.
Moody's-adjusted debt/EBITDA for Iliad Holding's consolidated
perimeter improved to 4.3x at year-end 2025.

Subject to regulatory approvals, the SFR acquisition would
materially strengthen Iliad's market position in France, adding
over 8 million subscribers and 50 MHz of spectrum to its existing
French operations, and increasing its total French subscriber base
to nearly 31 million.

Moody's projects Moody's-adjusted debt/EBITDA to increase by
approximately 0.4x to around 4.4x in 2027 on a pro-forma basis for
the SFR acquisition (excluding synergies), versus approximately
4.0x on a standalone basis. At the Iliad Holding restricted group
level, Moody's-adjusted leverage would rise by 0.6x to around 4.6x
in 2027 from 4.0x, before trending back toward 4.0x by 2029.
Despite the temporary increase, leverage remains consistent with
the Ba2 rating. Iliad expects to generate annual run-rate synergies
from the SFR acquisition in excess of EUR500 million within five
years of completion, at an estimated integration cost of EUR1.4
billion. However, the transaction carries execution risk, as
migrating over 8 million mobile and fixed customers is
operationally complex and will take several years to complete.

Moody's estimates reflects acquired EBITDAaL of around EUR800
million in 2025, adjusted downward to account for the continued
erosion of SFR's operating performance ahead of closing. Moody's
leverage estimate incorporates the incremental acquisition debt but
does not factor in additional lease liabilities.

During the approximately 30-month transition period, Iliad will
rely on Altice France SAS's infrastructure to serve the acquired
customer base. However, upon expiry of these transitional
arrangements, Iliad will need to adjust its own network
infrastructure to accommodate the enlarged subscriber base. Despite
the potential for incremental capex, management expressed
confidence that the SFR integration would increase its free cash
flow generation (before interest costs) by EUR900 million over 5
years after deal closing.

Iliad Holding's rating reflects the company's scale and
geographical diversification because of its presence in France,
Italy and Poland; its increased diversification into the Nordics
and Latin American markets; its strong positions in the French and
Polish telecom markets, with a growing market share in the Italian
mobile segment; its solid revenue growth rates and margins, which
remain above the industry average; its commitment to maintain
reported net leverage below 4.0x at Iliad Holdings' restricted
group level.

The rating also reflects Iliad Holding's relatively high leverage;
the highly competitive market conditions in particular in the
French and Italian markets; and the event risk associated with its
acquisitive strategy.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

The upgrade of Iliad Holding's rating also reflects improved
governance considerations, supported by the company's established
track record of delivering strong organic growth. Accordingly,
Moody's have upgraded the Management Track Record score to 2 from
3, reflecting its consistent execution and strengthening of its
business and financial profile over recent years. This improved
track record partially mitigates other governance considerations,
notably the company's tolerance for leverage and the complexity of
its group structure. As a result, the Governance Issuer Profile
Score has improved to G-3 from G-4, and the Credit Impact Score to
CIS-3 from CIS-4.

LIQUIDITY

Iliad Holding has good liquidity, underpinned by cash for the
restricted group of EUR2.1 billion as of March 31, 2026; expected
positive FCF of EUR750 million each year over 2026-27 before SFR
acquisition; access to three revolving credit facilities, including
a EUR2.0 billion line maturing in July 2029 (at Iliad and fully
undrawn as of March 31, 2026), which was upsized to EUR3.0 billion
and extended to July 2031 as of June 16, 2026, a EUR466 million
equivalent line maturing in March 2030 (at Play and fully undrawn
as of March 31, 2026) and a EUR300 million line due in January 2028
(at Iliad Holding fully undrawn as of March 31, 2026). Iliad has
fully pre-funded its share of the SFR acquisition through a EUR6.5
billion financing package, with maturities ranging from two to five
years from closing.

There are maintenance financial covenants on Iliad's and P4 Sp. z
o.o. (Play) revolving credit facilities set at 3.75x and 3.25x,
respectively. Iliad Holding's revolving credit facility includes a
springing leverage covenant of 7.0x, tested once drawings exceed
40%.

Iliad Holding has debt maturities of approximately EUR400 million
in 2026 and EUR1.1 billion in 2027. These figures reflect the
recent amendment to its EUR1 billion term loan initially due in
2027, which was extended to July 2031 and reduced by EUR500 million
on June 15, 2026. These maturities consist mainly of a combination
of bonds and loans, which are more than covered by the existing
liquidity sources.

STRUCTURAL CONSIDERATIONS

The B1 rating assigned to Iliad Holding's senior secured notes is
two notches below the CFR, reflecting its structural subordination
to the debt raised at Play and Iliad S.A.

The Ba1 rating assigned to Iliad S.A.'s senior unsecured notes is
one notch above the CFR and reflects their senior ranking in the
waterfall of liabilities, as the debt at the operating company
level is closer to the cash flow-generating assets.

Moody's notes, however, that the cushion provided by holdco debt
will diminish as Iliad S.A. raises additional debt to fund the SFR
acquisition, and any further increase in Iliad S.A.'s debt could
put downward pressure on the Ba1 rating, absent further
improvements in the company's credit quality.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Iliad will
continue to deliver steady earnings and cash flow growth,
supporting some improvement in credit metrics ahead of the SFR
acquisition. The outlook also incorporates Moody's expectations of
deleveraging following completion of the transaction.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Following the acquisition and consolidation of Millicom
International Cellular S.A. (Millicom, Ba2 stable) from 2024,
Moody's continue to assess Iliad Holding's credit metrics on a
consolidated basis. In 2025, the consolidation of Millicom results
in approximately 0.3x of artificial deleveraging relative to the
restricted group, down from 0.4x previously, with this gap expected
to narrow further as Millicom executes on its M&A agenda. As a
result, Moody's have widened the leverage thresholds by 0.25x on a
consolidated basis, compared to the previous guidance. This
adjustment remains subject to revision depending on the evolution
of the leverage differential between the restricted group and
consolidated financials.

Upward pressure on the rating could develop if Iliad continues to
deliver strong and stable revenue growth with sustainable EBITDA
margins, such that Moody's-adjusted debt/EBITDA declines below 3.5x
and Moody's-adjusted RCF/net debt improves towards 25%.

Downward pressure on the rating could develop if operating
performance deteriorates, or if the company pursues further large
debt-financed acquisitions or shareholder distributions, such that
Moody's-adjusted debt/EBITDA remains sustainably well above 4.0x,
and Moody's-adjusted FCF weakens materially.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers 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

Iliad Holding S.A.S. is the holding company controlled by the
Xavier Niel family group (~98% ownership), which owns Iliad S.A.
(Iliad). Headquartered in Paris, Iliad is one of Europe's leading
telecommunications operators, present in France, Italy and Poland
under the Free, Iliad and Play brands respectively. At the end of
2025, the group had 52 million subscribers and over 17,700
employees. In 2025, the company reported revenue of EUR10.3 billion
and EBITDA after leases (EBITDAaL) of EUR4.0 billion, with an
EBITDAaL margin of 39%.




=============
G E O R G I A
=============

ISBANK GEORGIA: Fitch Assigns 'B+' LongTerm Foreign Currency IDR
----------------------------------------------------------------
Fitch Ratings has assigned JSC Isbank Georgia (ISBG) a Long-Term
Foreign-Currency (LTFC) Issuer Default Rating (IDR) of 'B+' with a
Stable Outlook.

Key Rating Drivers

ISBG's LTFC IDR reflects potential support from its parent, Turkiye
Is Bankasi A.S. (Isbank Turkiye; BB-/Stable), as captured by its
'b+' Shareholder Support Rating.

High Support Propensity: Fitch believes Isbank Turkiye has a high
propensity to support ISBG, given its full ownership, shared
branding, high level of integration with the subsidiary and the low
cost of potential support due to ISBG's small size. However, Isbank
Turkiye's ability to provide support to ISBG is constrained by its
'BB-' LTFC IDR.

One Notch Below the Parent: The one-notch difference between ISBG's
and Isbank Turkiye's IDRs reflects ISBG's operations in a
strategically important, though non-core and relatively small,
market. A potential divestment of ISBG would not fundamentally
alter the parent group's franchise.

No Viability Rating Assigned: ISBG is a small bank, with total
assets of USD0.23 billion at end-1Q26, representing 0.2% of its
parent's assets. Fitch has not assigned ISBG a Viability Rating due
to the bank's high level of integration with its parent across
management, strategy and risk functions, such that the subsidiary
operates in a manner similar to a branch. ISBG is highly dependent
on its parent's brand for business origination, while group
representatives are involved in major decision-making at the
subsidiary level, including the approval of most loan exposures.

Lower Risk Appetite Than Peers: The bank has a more conservative
risk profile than most local banks. ISBG mainly provides short-term
financing to Georgia's largest legal entities and to Turkish
businesses operating in Georgia. The bank has limited exposure to
cyclical sectors, such as construction-in-progress, real estate or
hospitality (at end-2025: 8% of loans combined), unlike peers.
Retail lending is also limited. Loan dollarisation was a high 59%
at end-2025, although this was in line with the sector average for
corporate lending.

Low Impaired Loans; High Concentrations: Credit risk stems from
ISBG's concentrated and dollarised loans (end-2025: 52% of assets),
and local corporate bonds (13%). The five largest borrowers made up
36% of loans. However, the bank's conservative underwriting
standards in the local context have supported a sustained record of
low credit impairments. The Stage 3 loans ratio was 0.3% at
end-1Q26, while Stage 2 loans accounted for a further 0.2%. The
corporate bond portfolio fully overlaps with the loan book in terms
of borrowers.

High Capital Ratios: ISBG's common equity Tier 1 ratio was a high
26.3% at end-1Q26, underpinned by high regulatory Pillar 2 capital
buffers, mainly designed to offset the bank's concentration and
dollarisation risks. The equity-to-assets ratio is in line with the
common equity Tier 1 ratio. The total capital ratio (end-1Q26:
28.5%) was supported by Tier 2 subordinated debt provided by the
parent in 1Q26 to fund loan growth. Healthy operating profit (2025:
3% of risk-weighted assets) also supports the bank's
capitalisation.

Concentrated Funding: The bank is funded mainly by customer
accounts (end-2025: 59% of liabilities) and borrowings from the
parent (18%). Funding is highly concentrated and sourced primarily
from subsidiaries of Turkish companies and local corporates. The
three largest customers accounted for 57% of total customer
deposits. Concentration risk is mitigated by a moderate liquidity
buffer (33% of total assets), long-standing relationships with core
customers and potential liquidity support from the parent.

Rating Sensitivities

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

A downgrade of Isbank Turkiye's LTFC IDR could result in a
downgrade of ISBG's LTFC IDR.

ISBG's ratings would also be downgraded if Isbank Turkiye's
propensity to support its subsidiary weakens considerably.

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

An upgrade of Isbank Turkiye's LTFC IDR would result in an upgrade
of ISBG's LTFC IDR.

Date of Relevant Committee

19-Jun-2026

Public Ratings with Credit Linkage to other ratings

ISBG's ratings are linked to Isbank Turkiye's LTFC IDR.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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 of the materiality
and relevance of ESG factors in the rating decision.

   Entity/Debt                           Rating           
   -----------                           ------           
JSC Isbank Georgia   

                      LT IDR               B+   New Rating
                      ST IDR               B    New Rating
                      Shareholder Support  b+   New Rating




=============
G E R M A N Y
=============

ABC SME 11: Moody's Assigns Ba2 Rating to EUR25MM Class D Notes
---------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
the Notes issued by abc SME Lease Germany SA, Compartment 11 (the
Issuer):

EUR200M Class A1 Guaranteed Floating Rate Asset Backed Notes due
June 2035, Assigned Aaa (sf)

Underlying Rating: Assigned Aaa (sf)

Financial Guarantor: European Investment Fund (Aaa)

EUR206.5M Class A2 Fixed Rate Asset Backed Notes due June 2035,
Assigned Aaa (sf)

EUR38.5M Class B Fixed Rate Asset Backed Notes due June 2035,
Assigned Aa3 (sf)

EUR21M Class C Fixed Rate Asset Backed Notes due June 2035,
Assigned Baa1 (sf)

EUR25M Class D Fixed Rate Asset Backed Notes due June 2035,
Assigned Ba2 (sf)

In addition, the Issuer issued EUR9M Class E Fixed Rate Asset
Backed Notes Notes due June 2035. Moody's have not assigned a
rating to these subordinated notes.

The transaction is a revolving cash securitisation of equipment
lease receivables granted by abcfinance GmbH ("abcfinance") (NR)
and its subsidiaries Hako Finance GmbH and Schneidereit Finance
GmbH (together "the Originators") to small and medium-sized
enterprises (SMEs) and self-employed individuals located in
Germany. The seller and (master) servicer under this transaction is
abcbank GmbH ("abcbank") which acquired the lease contracts from
the originators under a forfaiting agreement. abcfinance GmbH and
abcbank GmbH are both 100% subsidiaries of the family-owned Wilh.
Werhahn KG (NR).

RATINGS RATIONALE

The ratings of the notes are primarily based on the analysis of the
credit quality of the underlying portfolio, the structural
integrity of the transaction, the roles of external counterparties
and the protection provided by credit enhancement.

In Moody's views, the strong credit positive features of this deal
include, among others:

(i) highly granular portfolio (effective number of 2651) which
benefitting from diversification across German regions and lessees'
sectors of activity;

(ii) a EUR5.5 million cash reserve funded at closing in the amount
of 1.1% of outstanding portfolio balance to cover shortfalls in
senior expenses and interest payments on Class A1, A2 and B notes;

(iii) an interest rate swap with ING Bank N.V. (Aa3(cr)/P-1(cr)) to
hedge against the interest rate mismatch between the floating rate
Class A1 Notes and the fixed rate receivables in the portfolio;
and

(iv) European Investment Fund (Aaa) guarantee providing a first
demand, unconditional and irrevocable guarantee on the payments of
interest and principal payable under the Class A1 Notes.

However, the transaction has several challenging features, such as:
(i) pro-rata amortization subject to a trigger that will change the
waterfall to sequential pay in case of certain conditions being met
linked to portfolio defaults and principal deficiency on the junior
most notes; (ii) 1-year revolving period during which incoming
principal collections are used to purchase new receivables rather
than to amortize the notes. Adding new receivables to the pool can
result in portfolio credit deterioration if riskier assets are
added. Additionally, the transaction may be exposed to negative
carry risk if abcbank does not exercise its replenishment option,
resulting in the accumulation of up to EUR75 million of uninvested
principal collections within the Issuer. Structural mitigants
include a set of portfolio concentration limits and replenished
assets risk limits, which must be satisfied when purchasing new
receivables , as well as the early amortization trigger linked to a
set of conditions including the maximum amount of uninvested cash;
and (iii) unrated originators and servicer abcfinance and abcbank.
However, servicing risk is mitigate "warm" back-up servicing
agreement with akf bank GmbH & Co KG (NR) signed at closing.

-- Key collateral assumptions:

Expected default rate: Moody's assumed an expected default rate of
5.5% over a weighted average life of 2.1 years (equivalent to a Ba3
proxy rating as per Moody's Idealized Default Rates). The expected
default rate captures Moody's expectations of performance
considering the current economic outlook and is primarily based on
loan-by-loan portfolio information, supplemented by available
historical data and the performance of previous transactions
originated by the Originators.

To account for a potential deterioration in the credit quality of
the portfolio through the pool replenishments, Moody's assumed that
the expected default rate will increase to 5.9% for replenished
portfolios.

Recovery rate: Moody's assumed a 45% stochastic mean recovery rate,
primarily based on the characteristics of the collateral-specific
loan-by-loan portfolio information, complemented by the available
historical vintage data.

SME Stressed Loss: Moody's assumes a 18.2% SME Stressed Loss, which
captures the loss Moody's expects the portfolio to suffer in the
event of a severe recession scenario.

As of May 31, 2026, the asset pool of underlying assets was
composed of a portfolio of 18,856 contracts amounting to EUR499.799
million. The top industry sector in the pool, in terms of Moody's
industry classification, is Construction and Building (14.72%). The
top lessee group represents 0.44% of the portfolio and the
effective number of obligors is 2651. The assets were originated
mainly between 2019 and 2026 and have a weighted average seasoning
of 1.03 years and a weighted average remaining term of 3.61 years.
Lease installments under the contracts have been discounted at a
single, uniform interest rate of 7.5% in order to derive the
portfolio balance as of closing. Hence, the portfolio will
effectively earn a fixed interest of 7.5% over its weighted average
life of approximately 2.1 years. Geographically, the pool is
concentrated mostly in North Rhine-Westphalia (27.87%). At closing,
any contract in arrears for more than 5 days will be excluded from
the final pool.

Assets are represented by receivables belonging to different
sub-pools: facilities (25.26%), machines (19.74%), road vehicles
(48.89%), solarium and fitness equipment (6.11%). The securitized
portfolio does not include the final instalment amount to be paid
by the lessee (if option is chosen) to acquire full ownership of
the leased asset (i.e. the residual value instalment). The residual
value instalment is not accounted for in the portfolio purchase
price.

-- Key transaction structure features:

Liquidity reserve fund: The transaction benefits from a EUR5.5
million amortising reserve fund, representing 1.1% of the
outstanding portfolio balance. The reserve fund provides liquidity
support to the Class A1, A2 and B notes and is replenished in
accordance with the transaction's priority of payments.

The rating action took into consideration the terms of the
unconditional and irrevocable guarantee of principal and interest
provided by European Investment Fund to the holders of the Class A1
Notes, using the methodology "Guarantees, Letters of Credit and
Other Forms of Credit Substitution Methodology" published in July
2022.

-- Counterparty risk analysis:

abcbank GmbH (NR) acts as master servicer of the leases for the
Issuer, while Circumference FS (Luxembourg) S.A. (NR) is the
management company of the Issuer.

All of the payments under the assets in the securitised pool are
paid into the collection account at Deutsche Bank AG (A1/P-1).
There is a monthly sweep of the funds held in the collection
account into the Issuer account whereby 90% of expected collections
are advanced at the beginning of each monthly period. The Issuer
account is held at ING-DiBa AG (A2/P-1) with a transfer requirement
if the rating of the account bank falls below Baa1.

-- Principal Methodology:

The principal methodology used in these ratings was "SME
Asset-backed Securitizations" published in June 2025.

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

The notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and Germany's
country risk could also impact the notes' ratings.


BIRKENSTOCK GROUP: Fitch Rates New 7-Yr. EUR900MM Unsec. Notes BB+
------------------------------------------------------------------
Fitch Ratings has assigned Birkenstock Group B.V. & Co. KG's new
seven-year EUR900 million senior unsecured notes a final rating of
'BB+' with a Recovery Rating 'RR4'. The final rating is in line
with the expected rating assigned on June 15, 2026, as the pricing
and the final documentation largely conform with the information
already received.

The debt rating is aligned with Birkenstock's 'BB+' Long-Term
Issuer Default Rating (IDR) as it is a direct, unsecured, and
unconditional obligation of the company. The IDR reflects its
healthy operating profitability, strong free cash flow (FCF), and a
proven commitment to a conservative financial policy, mitigating
its business model concentration risks.

The IDR is on Stable Outlook, reflecting its expectations that
Birkenstock will maintain strong operating performance with robust
credit metrics and increasing leverage headroom from FY27
(financial year to September) after its announced debt-funded share
buyback (SBB) in FY26.

Key Rating Drivers

Leverage Headroom Temporarily Reduced: Fitch expects EBITDA gross
leverage to rise to 2.1x in FY26, slightly above the negative
sensitivity, driven by its planned SBB of about EUR470million,
partly funded by the new EUR900 million debt, in addition to the
USD250 million SBB announced in May. The leverage rise is also
driven by weaker earnings growth due to US tariffs and FX
challenges.

However, Fitch forecasts EBITDA gross leverage to trend lower to an
average 1.7x in FY27-FY29 (net: 1.0x), building more comfortable
leverage headroom. This leverage is more conservative than the 'BB'
mid-point for Fitch-rated consumer products companies, reflecting
Birkenstock's high product concentration, moderate scale and niche
market position.

Financial Policy is Key: The rating affirmation reflects the
company's commitment to maintaining a conservative leverage
profile. Since the L Catterton transaction in 2021, Birkenstock has
adhered to a clear financial policy of deleveraging, supported by a
consistent track record. Adherence to this conservative financial
policy supports the rating at the upper end of the 'BB' category,
balancing its business risks.

Healthy Profitability Despite Near-Term Challenges: Fitch expects
the US tariffs and FX movements to pressure profitability in FY26,
reducing EBITDA margin to 28%, before recovering towards 29% by
FY28 on growing scale benefits and moderating FX challenges. Fitch
views these margins as very strong, commensurate with the upper end
of the investment-grade category for the sector, reflecting the
company's strong brand, pricing power and high vertical
integration.

Strong Growth Continues: Fitch forecasts Birkenstock's revenue to
grow in the low-teens in FY26, following some improvement from the
9% sales growth reported for 1HFY26, before moderating towards the
high single digits over FY27-FY29. Fitch sees potential for higher
revenue growth with reduced FX movements and continued strong
consumer demand. Growth will also be supported by ongoing
manufacturing capacity expansion and the rollout of new stores
across key geographies, and disproportionately strong growth in
APAC. Birkenstock's actions to mitigate the impact of trade tariffs
include stock build-up, strong pricing power and logistic
optimisation in the US.

Strong Brand; Effective Distribution: The rating reflects
Birkenstock's continued rapid revenue growth despite muted consumer
sentiment in many of its markets, with the brand maintaining wide
appeal and a loyal customer base, particularly in the US and
Europe. This is driven by the product's unique and increasingly
appreciated qualities of comfort, innovation, and an effective
distribution model, with careful allocation of products across
markets and channels, including a growing direct-to consumer online
sales channel.

Scale, Diversification Constrain Ratings: The ratings are
constrained by Birkenstock's narrow product diversification and
moderate scale for the sector. The fashion appeal in its product
offering, with various designs and colours, increases its
vulnerability to consumer preference changes. Most of its sales are
driven by its five core models, which are offered in a wide range
of variants, with a concentration on sandals and the premium end.
However, the share of closed-toe footwear has been gradually
increasing, to over 30% of sales in FY25. These operating risk
factors are balanced by strong profitability, healthy FCF margins
and conservative leverage.

Gradual Product Diversification: Birkenstock is diversifying its
products with a variety of styles under each model to meet regional
appetite, different occasions and evolving consumer trends and
preferences, plus expansion into lower- and higher-priced items and
closed-toe products. Fitch believes diversified geographical
growth, the trend towards more casual clothing and increasing
consumer health consciousness could be beneficial for Birkenstock's
orthopedic offering and help reduce risks related to a narrow
product portfolio.

Peer Analysis

Birkenstock's credit profile is comparable with Levi Strauss &
Co.'s (BBB-/Stable). Both have high concentration on one brand.
Birkenstock has comparable conservative financial discipline,
greater penetration into the direct-to-consumer channel and higher
profitability following deleveraging. The one-notch rating
differential is due mainly to Levi Strauss's much greater scale and
diversification by product.

Birkenstock has a more concentrated product portfolio than Spectrum
Brands, Inc. (BB/Stable), a well diversified manufacturer of home
and garden, personal care and pet care products. However, Spectrum
has much lower profitability, with an EBITDA margin of 9%-10%,
leading to Birkenstock's EBITDA being about twice as large as
Spectrum's and stronger FCF generation. Fitch also projects
leverage to be marginally lower, compared with its expectations for
Spectrum at about 2.0x in 2026-2028.

Birkenstock's business profile is weaker than that of Reynolds
Consumer Products Inc. (BB+/Stable), a leading company in the U.S.
aluminium foil industry, due to Reynolds' greater product
diversification. This is offset by Birkenstock's stronger financial
profile, with higher profitability, a stronger FCF margin, and
lower gross leverage than Reynolds' projected EBITDA leverage of
2.5x.

Mattel, Inc. (BBB-/Stable) is a leading global toy manufacturer
with a stronger business profile than Birkenstock, due to its
larger market size and greater diversification, which justify its
higher rating. Birkenstock has a higher EBITDA margin and lower
leverage metrics but maintains high concentration within its
product portfolio.

Fitch’s Key Rating-Case Assumptions

- Organic growth of 10% in FY26, followed by 8% CAGR over
FY27-FY29, driven by price and volume growth across all markets

- EBITDA margin declining to 28.1% in FY26 due to cost challenges
related to tariffs and FX, before gradually improving toward 29%
over FY27-FY29

- Change in working capital averaging approximately 2.8% of sales
over FY26-FY29

- Capex of about EUR130 million in FY26, followed by normalisation
to EUR110 million a year over FY27-FY29

- SBB at about EUR700 million in FY26, followed by EUR200 million a
year to FY29

- No M&A

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 ('bb+',
Moderate), diversification and asset quality ('bb-', Higher),
company operational characteristics ('bbb-', Moderate),
profitability ('a-', Lower), financial structure ('a', Moderate),
and financial flexibility ('bbb', Moderate).

The quantitative financial subfactors are based on custom CRT
financial period parameters: 40% weight for the forecast year FY26,
40% for the forecast year FY27 and 20% for the forecast year FY28.

The governance assessment of 'good' has no impact.

The operating environment assessment of 'aa-' 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

- Unsuccessful implementation of the commercial strategy or
weakening brand appeal leading to EBITDA declining below EUR500
million

- EBITDA margin falling below 27% and failure to maintain
mid-single digit FCF margins

- Absorption of resources due to growth, or financial policy
changes causing gross EBITDA gross leverage to rise above 2.0x or
EBITDA net leverage above 1.5x

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

Fitch does not envisage an upgrade in the medium term, unless the
company maintains its successful commercial strategy leading to
Fitch-adjusted EBITDA growth towards USD1 billion. This would need
to be accompanied by increased financial policy clarity, including
on shareholder distributions, supporting consistent FCF margins in
the high single digits and EBITDA gross leverage trending towards
1.0x

Liquidity and Debt Structure

Fitch expects Birkenstock to maintain comfortable liquidity for
FY26-FY29. This comprises Fitch-calculated EUR280 million cash on
balance sheet at FYE25, strong FCF generation through to FY29 and
the availability of EUR100 million from a EUR210 million revolving
credit facility due in 2029.

The new notes have extended Birkenstock's debt maturity profile to
2033, with no debt maturity before February 2029, when its EUR375
million and USD280 million term loan B (USD119 million outstanding
as of March 2026) tranches fall due. The mandatory 5% amortisation
of the U.S. dollar term loan B is the only scheduled debt repayment
during FY26-FY28.

Issuer Profile

Birkenstock is a Germany-based manufacturer of branded casual
footwear.

Date of Relevant Committee

10 June 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 Birkenstock.

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
   -----------            ------           --------   -----
Birkenstock Group
B.V. & Co. KG

   senior unsecured    LT BB+  New Rating   RR4       BB+(EXP)


HSE FINANCE: S&P Upgrades ICR to 'B-', Outlook Stable
-----------------------------------------------------
S&P Global Ratings raised its issuer credit rating on HSE Finance
S.a.r.l. to 'B-' from 'CCC+' and the issue rating on the group's
EUR340 million senior secured notes (of which EUR311 million was
outstanding as of May 15, 2026) to 'B' from 'B-'. The '2' recovery
rating is unchanged and indicates S&P's expectation of substantial
(rounded estimate: 75%) recovery in the event of payment default.

The outlook is stable, balancing HSE's adequate liquidity and the
absence of near-term debt maturities, with the company returning to
positive free operating cash flow (FOCF) generation and gradually
reducing its leverage via repayments of its senior secured notes
amid challenging trading environment, while payment-in-kind (PIK)
interest on the subordinated notes will keep leverage elevated for
longer, with S&P Global Ratings-adjusted debt to EBITDA falling to
less than 7.0x (5.8 excluding CVR) only in 2028.

HSE Finance S.a.r.l., parent of the Germany-based live-commerce
retailer HSE, posted stronger-than-anticipated EBITDA and cash flow
generation in 2025, supported by its product category and
assortment rationalization, expansion of its digital and social
commerce channels, and cost efficiencies.

S&P said, We forecast that the positive volume trends and
stabilization in active customer numbers will continue in 2026 and
2027, as the company's core customer base is less affected by the
pressure on disposable income and discretionary spending that we
expect in the German retail market, amid fierce competition and
fast-evolving technology and consumer habits.

"We forecast the S&P Global-Ratings-adjusted leverage will reach
7.7x (6.5x excluding the contingent value rights [CVR] instrument)
by the end of 2026. We also forecast that HSE will maintain
adequate liquidity, while using cash in excess of EUR40 million to
continue prepayments of its 2029 senior secured notes.

"HSE's full-year 2025 and first-quarter 2026 performance showed
consistent improvement, which we expect to continue. In fiscal 2025
(FY2025; ending Dec. 31, 2025) HSE's total revenue increased by
4.0% to EUR641.6 million, mainly driven by an increase in sales in
the beauty, wellness, and jewelry segments. We forecast that
content creation via HSE's creators will lead to sustained customer
engagement, driving further sales growth of 3.4% in FY2026. We note
that more than half of sales in the first quarter of FY2026 were
generated via the e-commerce channel, which allows HSE to
capitalize on previous investments in its digital infrastructure.
In our opinion, a prioritization of recurrent purchases, combined
with close collaboration with creators, will further enhance the
topline, which we currently forecast to reach EUR691.7 million by
FY2028."

Commanding a price premium in strategic segments should lead to
higher profitability margins. An increasing percentage of sales in
the beauty, wellness, and jewelry segments helped increase HSE's
gross margin by 1.6 percentage points to 55.7%. S&P said, "This
margin improvement, despite subdued demand in the DACH (Germany,
Austria, and Switzerland) area, underlines our view that HSE can
command a price premium due to its ability to create a story around
its products. In our view, the use of own brands further supports
HSE's ability to sell its merchandise at sustainable margins. We
expect an improved sales mix to further drive profitability,
increasing the EBITDA margin from 12.6% in FY2025 to 13.1% in
FY2026."

S&P said, "We forecast that lower interest burden and capital
expenditure (capex) will drive improvement of FOCF after leases.
HSE benefits from previous changes in its capital structure
undertaken in summer 2025. We expect a significant improvement in
cash flow due to a higher EBITDA combined with lower cash interest
expenses, leading to our adjusted funds from operations (FFO) at
EUR43.2 million in FY2026, compared with EUR25.2 million in FY2025.
As several investments related to the digital platform have been
completed, a gradual decline in capex supports increasing FOCF
after all lease payments, which we forecast at EUR20.3 million in
FY2026. Our forecast assumes that the capital structure remains
largely unchanged, limiting any significant increase in cash
interest expenses. We also expect the company to maintain adequate
liquidity, although with limited headroom for underperformance
against our base case."

HSE's strong cash flow generation is still key to its credit
strength, but subject to a number of downside risks. Tight
operational execution and a reversal from the historical trend of
HSE underperforming our expectations is crucial for deleveraging
and positive cash flow generation. A slower-than-expected ramp-up
in sales growth could delay the trajectory toward sustained
generation of positive FOCF after all payment of leases, a key
metric in our assessment of HSE's liquidity. S&P said, "In our
view, an uncertain macro-economic environment and depressed
consumer sentiment may result in an underperformance of our base
case and could lead to an increase in our adjusted debt to EBITDA
and suppress cash generation. We also note that the senior secured
notes contain a floating interest rate, which could lead to
pressure on cash flows in case of further rate hikes by the
European Central Bank and weaken FFO to cash interest to less than
2x. We think that for the current capital structure to remain
sustainable, HSE needs to continue expanding both its topline and
EBITDA margins as well as generating structurally positive FOCF.

"Overall debt remains elevated, exacerbated by a significant amount
of subordinated debt at the parent. We forecast our adjusted
debt-to-EBITDA ratio at 7.7x and FFO to cash interest at 2.3x for
2026, and 7.3x and 2.4x, respectively in 2027. Our adjusted debt
calculation includes the CVR instrument, with the estimated value
of EUR98 million. When excluding the CVR, our adjusted leverage
still remains elevated at 6.5x in 2026 and 6.2x in 2027. We expect
HSE to further reduce its principal outstanding from the senior
secured notes via cash sweeps, whereas the impact on leverage is
counterbalanced by an increasing PIK base. On the other hand, a
significant amount of subordinated debt at the parent, in
particular the EUR192 million PIK instrument, supports the recovery
rating on the EUR311 million senior secured notes. As per our
rating methodology, this loss-absorbing subordination allows for
the issue rating on the notes to be one notch higher than the
issuer credit rating on HSE.

"The stable outlook reflects our view that HSE's adjusted debt to
EBITDA will decline to 7.3x by the end of 2027 (6.2x excluding CVR)
from 7.7x (6.5x) we forecast for 2026, supported by revenue growth
and a sustained improvement in the EBITDA margin from 12.6%
reported in 2025, while FOCF after leases will stay positive,
underpinning adequate liquidity.

"We could lower the rating if HSE's operating performance weakened,
such that it failed to reduce its leverage from the current
elevated level with FFO to cash interest persistently below 2x, or
its FOCF after lease payments trended to negative, weakening the
group's liquidity buffer and raising concerns over its capital
structure becoming unsustainable over the long term.

"While not our central expectation, we could also lower our rating
if we see a heightened likelihood that the company or its
shareholders will purchase any of the group's debt instruments at a
below-par price, which we could see as akin to a distressed debt
exchange, within the next 12 months."

S&P could raise the rating if, thanks to stronger-than-expected
revenue, EBITDA, and FOCF generation, HSE sustainably improved is
credit metrics, resulting in:

-- A reduction in its adjusted debt to EBITDA to less than 6.0x
(5.0x excluding the CVRs);

-- FFO to cash interest comfortably above 2.0x; and

-- Structurally positive and growing FOCF after leases.

For a positive rating action, S&P would assess the group's track
record of positive revenue growth and steady improvement in
profitability margins, both indicating a consistent execution of
HSE's strategy.

Any upgrade would also hinge on HSE making a financial policy
commitment to maintaining our adjusted leverage below 6.0x and a
track record of sustainably reducing its debt to EBITDA.




=============
I R E L A N D
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CARLYLE EURO 2021-2: Moody's Affirms B3 Rating on EUR13.5MM E Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Carlyle Euro CLO 2021-2 DAC:

EUR29,000,000 Class A-2A Senior Secured Floating Rate Notes due
2035, Upgraded to Aa1 (sf); previously on Oct 27, 2021 Definitive
Rating Assigned Aa2 (sf)

EUR17,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2035,
Upgraded to Aa1 (sf); previously on Oct 27, 2021 Definitive Rating
Assigned Aa2 (sf)

EUR31,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2035, Upgraded to A2 (sf); previously on Oct 27, 2021
Definitive Rating Assigned A3 (sf)

Moody's have also affirmed the ratings on the following notes:

EUR285,200,000 Class A-1 Senior Secured Floating Rate Notes due
2035, Affirmed Aaa (sf); previously on Oct 27, 2021 Definitive
Rating Assigned Aaa (sf)

EUR28,750,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Baa3 (sf); previously on Oct 27, 2021
Definitive Rating Assigned Baa3 (sf)

EUR24,200,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Ba3 (sf); previously on Oct 27, 2021
Definitive Rating Assigned Ba3 (sf)

EUR13,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed B3 (sf); previously on Oct 27, 2021
Definitive Rating Assigned B3 (sf)

Carlyle Euro CLO 2021-2 DAC, 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 CELF Advisors LLP. The transaction's reinvestment period
ended in April 2026.

RATINGS RATIONALE

The rating upgrades on the Class A-2A, Class A-2B and Class B notes
are primarily a result of the transaction having reached the end of
the reinvestment period in April 2026.

The affirmations on the ratings on the Class A-1, Class C, Class D
and Class E notes are primarily a result of the expected losses on
the notes remaining consistent with their current rating levels,
after taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

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: EUR451.4m

Defaulted Securities: 0

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2943

Weighted Average Life (WAL): 4.43 years

Weighted Average Spread (WAS): 3.57%

Weighted Average Coupon (WAC): 3.87%

Weighted Average Recovery Rate (WARR): 43.78%

Par haircut in OC tests and interest diversion test: 0%

The default probability derives from the credit quality of the
collateral pool and Moody's expectations of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into Moody's cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Moody's notes that the June 2026 trustee report was published at
the time Moody's were completing Moody's analysis of the May 2026
data. Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates.

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: 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.

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.


FINANCE IRELAND 3: Fitch Assigns 'BB+sf' Rating on Class X Notes
----------------------------------------------------------------
Fitch Ratings has assigned Finance Ireland Auto Receivables No. 3
DAC's notes final ratings, as detailed below.

   Entity/Debt               Rating              Prior
   -----------               ------              -----
Finance Ireland Auto
Receivables No. 3 DAC

   Class A XS3385869493   LT AAAsf  New Rating   AAA(EXP)sf
   Class B XS3385869576   LT AAsf   New Rating   AA-(EXP)sf
   Class C XS3385869659   LT Asf    New Rating   A(EXP)sf
   Class D XS3385869733   LT BBBsf  New Rating   BBB-(EXP)sf
   Class X XS3385869907   LT BB+sf  New Rating   BB+(EXP)sf

Transaction Summary

This is the third securitisation of auto loan receivables
originated by Finance Ireland Credit Solutions DAC (FICS; not
rated). The pool consists mostly of hire purchase (83.3%)
receivables and personal contract purchase (PCP; 16.7%)
receivables.

KEY RATING DRIVERS

Sound Performance: Default rates in the originator's total book
have been low. Fitch has assigned a default base case of 1.1% to
the transaction pool. Fitch considered significant changes in FICS'
book performance for vintages originated after 2018, the low base
case and the good performance of the first two FICS transactions
and assigned a 'AAAsf' default multiple of 7.25x.

Fitch assigned a recovery base case of 50%. This is lower than that
of peers in the UK market, owing to limited performance data for
recoveries and the predominance of used cars in the pool. The
'AAAsf' recovery haircut of 45% is below the median within Fitch's
criteria range, primarily reflecting the secured nature of
recoveries. Overall modelled credit losses are 5.8% at 'AAAsf'.

VT, RV Aligned with Peers: Most of the contracts are regulated by
the Consumer Credit Act, which allows for voluntary termination
(VT) of contracts by borrowers without further repayment
obligations once 50% of the total amount due is paid. Under a PCP
loan, borrowers can also return the vehicle in lieu of paying the
final balloon instalment, exposing the issuer to residual value
(RV) risk. Fitch used line-by-line loan data to assess the RV and
VT risks, and has assumed a combined loss of 6.9% at the 'AAAsf'
level.

Pro Rata Amortisation: The notes will begin amortising pro rata.
Amortisation will switch to sequential if the transaction breaches
a certain level of gross cumulative defaults or if there is an
uncured principal deficiency ledger higher than 0.5% of the
outstanding portfolio balance. Fitch views the triggers as
sufficiently tight to limit the length of the pro rata period at
high rating scenarios.

Excess Spread Notes' Rating Constrained: The class X notes are not
collateralised and will be partly used to fund the cash reserve.
Their interest and principal are paid from available excess spread.
The class X notes will start amortising from the issue date and
will be repaid in 27 periods at 'BB+sf'. Fitch constrained the
excess spread notes' rating at 'BB+sf' in line with its Global
Structured Finance Rating Criteria, given high dependency on excess
spread.

PIR Mitigated: Fitch considers payment interruption risk (PIR)
mitigated for the class A and B notes by the available amortising
reserve. For the other rated classes, Fitch considers PIR mitigated
up to 'A+sf' as the declaration of trust will protect funds from a
servicer default.

Servicing Continuity Adequate: The servicer is not rated by Fitch
and no back-up servicer will be appointed at closing. However,
Fitch considers servicing continuity risk to be sufficiently
addressed. A replacement servicer facilitator is contracted and it
will use best efforts to appoint a substitute servicer, which Fitch
expects to be readily available in the Irish market. In addition,
the transaction's amortising reserve fund provides adequate
liquidity.

RATING SENSITIVITIES

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

An unexpected increase in the frequency of defaults or decreases in
recovery rates producing larger losses than the base case could
result in negative rating action on the notes. For example, a
simultaneous increase in the default base case by 25%, and a
decrease in the recovery base case by 25%, would lead to downgrades
of one notch for the class A, B, C and X notes and two notches for
the class D notes.

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

There is no upside sensitivity for the class A notes. A
simultaneous decrease in the default base case by 25% and increase
in the recovery base case by 25% would lead to upgrades of one
notch for the class B, C and D notes.

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

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

DATA ADEQUACY

Fitch reviewed the results of a third party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

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

ESG Considerations

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


FINANCE IRELAND 3: S&P Rates Class X-Dfrd Notes 'BB(sf)'
--------------------------------------------------------
S&P Global Ratings assigned credit ratings to Finance Ireland Auto
Receivables No. 3 DAC's class A to X-Dfrd notes.

Finance Ireland Auto Receivables No. 3 is an ABS transaction backed
by a pool of new and used auto finance receivables.

The pool predominantly comprises consumer hire-purchase agreements,
plus a smaller proportion of non-consumer hire-purchase and
personal contract plan agreements. The assets were originated by
Finance Ireland Credit Solutions DAC, trading as Finance Ireland
Motor and Leasing (FIML), to its private retail and commercial
clients in Ireland.

This is the third securitization of Finance Ireland Motor and
Leasing's assets that we have rated. However, Finance Ireland
Credit Solutions DAC (trading as FIML) has previously been a
frequent issuer from its RMBS platform, with seven transactions
issued to date, along with three small ticket CMBS transactions.

This transaction is static and does not feature a revolving
period.

An amortizing reserve fund provides liquidity. It is sized at 1.6%
of the class A to D-Dfrd notes' closing balance. This reserve
amortizes along with the class A to D-Dfrd notes' outstanding
balance. The reserve fund is available to the class A and B-Dfrd
notes from closing, excluding the class B-Dfrd PDL. Once the class
A notes are redeemed, the reserve fund is available to the class
B-Dfrd and D-Dfrd notes. Principal can also be used to pay senior
fees and interest on all notes outstanding, subject to certain
conditions.

S&P said, "Our analysis indicates that the class A and D-Dfrd
notes' available credit enhancement is sufficient to withstand
losses commensurate with the assigned ratings.

"There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote."

  Ratings

  Class      Rating*   Amount (mil. EUR)

  A          AAA (sf)    332.200
  B-Dfrd     AA+ (sf)     16.400
  C-Dfrd     A (sf)       12.800
  D-Dfrd     BBB+ (sf)     3.682
  X-Dfrd     BB (sf)      11.000

*S&P said, "Our ratings address timely receipt of interest and
ultimate repayment of principal on the class A notes, and the
ultimate payment of interest and principal on all the other rated
notes. Our ratings also address the timely receipt of interest on
the class B-Dfrd to D-Dfrd notes when they become the most senior
class outstanding."


SCULPTOR EUROPEAN VIII: Fitch Rates Class F-R Notes 'B-(EXP)sf'
---------------------------------------------------------------
Fitch Ratings has assigned Sculptor European CLO VIII DAC reset
expected ratings.

The assignment of final ratings is contingent on the receipt of
final documentation conforming to information already reviewed.

   Entity/Debt               Rating           
   -----------               ------           
Sculptor European
CLO VIII DAC

   A-1-R XS3398402373     LT AAA(EXP)sf  Expected Rating

   A-2-R XS3398402530     LT AAA(EXP)sf  Expected Rating

   B-R XS3398402704       LT AA(EXP)sf   Expected Rating

   C-R XS3398403009       LT A(EXP)sf    Expected Rating

   D-R XS3398403348       LT BBB-(EXP)sf Expected Rating

   E-R XS3398403694       LT BB-(EXP)sf  Expected Rating

   F-R XS3398403850       LT B-(EXP)sf   Expected Rating

   Z-R XS3404469333       LT NR(EXP)sf   Expected Rating

   Subordinated Notes
   XS2339939998           LT NR(EXP)sf   Expected Rating

Transaction Summary

Sculptor European CLO VIII DAC is a securitisation of mainly senior
secured obligations (at least 90.0%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to refinance the rated notes. The transaction
will have a target par of EUR375 million. The portfolio will be
actively managed by Sculptor Europe Loan Management Limited.

The CLO will have a 4.5-year reinvestment period and 8.5-year
weighted average life (WAL) test at closing. The class A-1-R notes
will mature one year before the remaining notes. The class A-1-R
notes will have a three-year tail period, measured from the WAL
test end-date to maturity date, while the rest of the notes will
have a four-year tail period. Fitch views this as sufficient time
to work out long-dated assets and mitigate forced sales near legal
final maturity.

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 of the identified portfolio is
24.3.

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 of the identified portfolio is 64.7%.

Diversified Portfolio (Positive): The transaction will have various
concentration limits in the portfolio, including a top 10 obligor
concentration limit of 20% and 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.

Limited Exposure to Long-Dated Assets (Positive): The transaction
permits limited exposure to assets maturing beyond the notes, with
long-dated obligations determined by reference to the maturity date
of the notes with the shorter maturity. Long-dated assets are
limited to 2.5% of target par. Any amount above this limit is
assigned a zero principal balance and therefore receives no value
in the par value tests.

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

Cash Flow Modelling (Positive): The WAL for the transaction's
Fitch-stressed portfolio analysis is 12 months less than that
specified in the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period, which include passing the coverage tests and
the Fitch 'CCC' bucket limitation test, together with a WAL
covenant that gradually steps down. Fitch believes these conditions
will reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

A 25% increase 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 below 'B-sf' for the class
F-R notes and have no impact on the other notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B -R notes have a cushion
of two notches, the class C-R and D-R notes of four notches, the
class E-R notes of five notches and the class F-R notes of three
notches. The class A-1-R and A-2-R notes have no rating cushion as
they are already at the highest achievable rating.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of up to four
notches for the class A-2-R notes, three notches for the class
A-1-R, B-R and D-R notes, two notches for the class C-R notes and
to below 'B-sf' for the class E-R and F-R 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 the Fitch-stressed portfolio would lead to
upgrades of up to four notches, except for the 'AAAsf' rated notes,
which are at the highest level on Fitch's scale and cannot be
upgraded. During the reinvestment period, based on the
Fitch-stressed portfolio, upgrades may occur on
better-than-expected portfolio credit quality and a shorter
remaining WAL test, enabling the notes to withstand
larger-than-expected losses for the transaction's remaining life.

After the end of the reinvestment periods, upgrades 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

Sculptor European CLO VIII DAC

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations 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 Sculptor European
CLO VIII DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.




=========
I T A L Y
=========

TEAMSYSTEM SPA: Fitch Rates EUR700MM Secured Notes 'B(EXP)'
-----------------------------------------------------------
Fitch Ratings has assigned TeamSystem S.p.A's planned EUR700
million senior secured notes (SSNs) an expected rating of 'B(EXP)'
with a Recovery Rating of 'RR4'. It has affirmed its Long-Term
Issuer Default Rating (IDR) at 'B' with a Stable Outlook.

The proceeds will be mainly used to repay a partly drawn revolving
credit facility (RCF) and existing EUR300 million SSNs, as well as
fund outstanding earn-outs and deferred consideration. The new
issue will lead to EBITDA leverage peaking at 6.9x in 2026,
slightly higher than 6.8x in 2025. Fitch expects leverage to
gradually decrease below the downgrade threshold of 6.5x in 2027,
driven by continued EBITDA growth.

The assignment of a final debt rating is contingent on the
completion of the transaction and the receipt of final documents
conforming to information already received.

Key Rating Drivers

Proposed Issue Increases Gross Leverage: TeamSystem plans to issue
EUR700 million in SSNs to refinance its February 2028 maturity and
repay the partly drawn RCF. The new notes will be secured by the
same collateral package as TeamSystem's existing debt. The
transaction is largely neutral to Fitch-defined EBITDA gross
leverage despite a small increase to 6.9x in 2026, above its
downgrade sensitivity of 6.5x (2025: 6.8x). However, Fitch views
this breach as temporary as Fitch expects leverage to decline to
6.3x in 2027 and 5.9x in 2028, subject to sustained EBITDA growth,
with no scheduled debt amortisation.

Aggressive Financial Policy Unchanged: TeamSystem's financial
policy remains aggressive, reflecting continued tolerance for
elevated leverage. The group retained an active M&A policy in 2026,
including acquisitions in Spain, France, Turkiye and Italy. The
transactions support scale and international diversification,
though leverage remains high and debt capacity is exhausted at the
current rating. Fitch expects the group to maintain its aggressive
financial policy, prioritising debt-funded M&A and shareholder
returns over deleveraging, with limited upside to the credit
profile despite the resilience of the underlying ERP software
business.

SaaS Migration Drives Revenue Growth: TeamSystem is migrating its
customer base to SaaS (software-as-a-service) subscription from
seat-based revenue, support revenue growth and visibility. Fitch
expects this structural shift, alongside new AI tools, to generate
more than 10% rise in average revenue per user (ARPU) through price
increases and upselling. Revenue visibility is strong, given the
group's discretion over annual price adjustments and annual
subscription renewal. However, cloud delivery could reduce
switching costs over time and enable international competitors to
challenge TeamSystem's domestic position more effectively.

High EBITDA Margins: TeamSystem's Fitch-defined EBITDA margin rose
to 39.2% in 2025, from 38.6% in 2024, supported by a higher EBITDA
share of international and micro segments and AI-driven
productivity gains in R&D and customer support. Fitch expects
margins to temporarily reduce to 38.8% in 2026, driven by the
consolidation of lower-margin M&A targets and increased R&D
investment in AI products. Fitch expects EBITDA margins to increase
to 39% in 2027 and 39.6% in 2028, supported by organic growth and a
prudent approach to cost. The M&A strategy, carries integration
execution risk; any delays may extend margin dilution beyond its
base case.

Strong Free Cash Flow (FCF): TeamSystem's pre-dividend FCF margin
was 13.8% in 2025 (EUR146 million), supported by strong EBITDA
growth and favourable working capital. Fitch expects FCF margins to
fall to just under 13% in 2026 and 2027, driven by structurally
higher cash interest payments and residual M&A outflows. due to
higher capex requirement and higher one-off expenses related to the
integration costs. Fitch expects FCF margins to recover above 13%
in 2028, supported by strong revenue and EBITDA growth,
particularly in international markets and upselling of AI
solutions. Teamsystem's FCF generation is a key factor supporting
its bolt-on acquisition strategy.

Supportive Secular Growth Trends: Positive market trends continue
to drive TeamSystem's organic revenue growth. The serviceable
addressable market grew to EUR7.3 billion in 2025, and the company
estimates untapped opportunity of EUR16 billion, which it expects
to grow at about 11% through 2030. The introduction of mandatory
e-invoicing in Italy represents strong regulatory support, with
similar trends anticipated in Spain, France, and Israel. AI
adoption and monetisation represent an additional medium-term
growth driver, while deployment costs remain limited at 2%-2.5% of
AI revenue.

Execution Risks in New Markets: The group faces operational risks
due to market fragmentation in new geographies. International
revenue now represents about 20% of total, up from near zero in
2020. International revenue grew 57% in 2025 and is set to further
increase in the next four years, supported by organic momentum in
Turkiye, Spain, and Israel. Fitch remains cautious about organic
growth sustainability in these markets due to competitive
intensity, less favorable regulatory environments relative to
Italy's, and potentially slower adoption rates.

Increasing Revenue Visibility: TeamSystem's recurring revenue
represented nearly 88% of total revenue in 2025, up from 81% in
2020. In 1Q26, recurring revenue was 92% of quarterly revenue, or
up 11% organically, while cloud-based revenue rose 63%. Fitch
expects strong revenue growth in 2026 and 2027, driven by strong
new bookings, full-year contributions from M&A, and favourable
digitisation trends in Italy, Spain, and Turkiye.

Stable Churn: Churn has remained stable at an average of 8%,
including renegotiations, across business lines. Churn is higher
among growing micro-business clients, but it is much lower among
SMEs and professionals. Weakening customer profitability is
unlikely to significantly increase churn due to Teamsystem's strong
market position and the essential nature of its products and
services.

Peer Analysis

TeamSystem's close Fitch-rated peer is Unit4 Group Holding B.V.
(Unit4; B/Stable). TeamSystem's leading market share of about 40%
is higher than that of Unit4, although the latter has better
geographic diversification. TeamSystem has higher EBITDA margins
and is slightly ahead of Unit4 in their share of recurring revenue.
Both companies have comparable leverage profiles as leveraged
buyouts.

Cedacri S.p.A (B/Stable) and Dedalus SpA (Dedalus; B-/Positive) are
also active with a SaaS model and have similar profiles to
TeamSystem. The companies are exposed to favourable secular growth
trends benefit from strong digitisation in Italy and across Europe.
Cedacri, however, operates in the Italian banking and financial
institutions industry and is thus exposed to the risk of
consolidation within its customer base.

Engineering Ingegneria Informatica S.p.a. (B/Stable) has greater
revenue scale and lower capex requirements than TeamSystem.
However, Fitch believes that ERP providers' diversified customer
base provides for lower business risk than companies with a
consultancy-like model, such as Engineering and AlmavivA S.p.A
(BB-/Negative).

Fitch's Key Rating-Case Assumptions

- Annual revenue growth of 14% in 2026, 7.7% in 2027 and 6.3% in
2028

- Fitch-defined EBITDA margin decreases to 38.8% in 2026, from
39.2% in 2025, before rising to 39.6% in 2028

- Capex, excluding research and development costs, at 3.3% of
revenue in 2026, followed by 3% to 2028

- Research and development costs at EUR50 million a year to 2029,
fully deducted from EBITDA

- M&A at EUR587 million in 2026 (including earn-outs), EUR90
million in 2027 (including earn-outs), followed by EUR120 million a
year to 2029

- Annual cash upstreaming by way of dividends of EUR50 million
(excluding 2026), which are treated as shareholder distributions

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
('bbb', Lower), market and competitive positioning ('bbb',
Moderate), diversification and asset quality ('bb-', Moderate),
company operational characteristics ('bbb', Moderate),
profitability ('bbb', Lower), financial structure ('b', Higher),
and financial flexibility ('bb-', Moderate).

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

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

The governance assessment of 'some deficiencies' has no impact.

The operating environment assessment of 'bbb+' 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

TeamSystem would be considered a going concern (GC) in bankruptcy
and would be reorganised rather than liquidated. This is due to its
technological and legislative knowledge and a wide customer base
for its product suite of licences and subscriptions packages.

Fitch assesses its GC EBITDA, after restructuring, at EUR300
million, up from EUR285 million in its previous rating assessment.
The slight change reflects its increased scope of companies
following 2025 and 1Q26 M&A, strong organic growth and an updated
capital structure. The post-restructuring GC EBITDA considers
slower expansion prospects, weakened pricing power and higher
competitive intensity that would lead to a restructuring. Fitch has
assumed a 10% charge for administrative claims.

Fitch used an enterprise value/EBITDA multiple of 6.0x, in line
with the average of its distressed multiples for business services
and technology companies in the 'B' category. This is based on
strong industry dynamics for TeamSystem in the Italian ERP sector,
high barriers to entry and a strong market share with prospects for
sustained cash flow generation.

Fitch assumed TeamSystem's EUR410 million new RCF would be fully
drawn upon default. Its RCF ranks super senior and ahead of its
SSNs. The total size of the SSNs is expected to increase, following
the company's refinancing, to EUR3,150 million. Its EUR650 million
notes at the holding company level are recognised as equity and
excluded from its debt calculation. Its analysis indicates a
Recovery Rating of 'RR4' for the SSNs, implying a debt rating in
line with the IDR, at 'B'.

RATING SENSITIVITIES

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

- EBITDA leverage above 6.5x on a sustained basis due to weaker
EBITDA margins or material debt-funded acquisitions

- EBITDA interest coverage below 2.0x

- FCF margin consistently below 5%

- Evidence of a lack of consolidation of the group's position in
the SME, micro business and cloud markets or dilution of
profitability from the Spanish and Turkish markets

- Decline in EBITDA margin to below 30% on a sustained basis due to
excessive dilution from M&A, as well as loss of internal efficiency
and pricing power

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

- EBITDA leverage below 5.0x on a sustained basis with a change in
financial policy showing a commitment towards deleveraging

- EBITDA interest coverage sustained above 3.0x

- FCF margin consistently above 10%

- Continued growth of cloud-related revenue to over half of total
sales

Liquidity and Debt Structure

TeamSystem's liquidity is strong, with EUR282 million cash and cash
equivalents at end-2025. Fitch forecasts cash of at least EUR250
million at end-2026, after M&A. Liquidity is also supported by its
positive and growing FCF generation throughout the forecast period,
and undrawn EUR350 million RCF at end-2025 (to be upsized to EUR410
million post refinancing).

Issuer Profile

TeamSystem is an Italian-based provider of financial and accounting
ERP software.

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 TeamSystem.

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
   -----------               ------               --------   -----
TeamSystem S.p.A.   

                       LT IDR  B      Affirmed                B
   super senior        LT      B+     Affirmed         RR3    B+
   senior secured      LT      B(EXP) Expected Rating  RR4
   senior secured      LT      B      Affirmed         RR4    B


TEAMSYSTEM SPA: Moody's Rates New EUR700MM Secured Notes 'B2'
-------------------------------------------------------------
Moody's Ratings has assigned a B2 instrument rating to proposed
EUR700 million backed senior secured notes due 2032 of TeamSystem
S.p.A. (TeamSystem). The outlook is unaffected at stable.

RATINGS RATIONALE

The new senior secured notes are rated in line with TeamSystem's B2
corporate family rating (CFR) and existing senior secured debt,
reflecting pari passu ranking. Proceeds will be used to refinance
EUR300 million of senior secured notes due 2028, repay EUR180
million drawn under the super senior Revolving Credit Facility
(SSRCF), to pre fund EUR178 million of earn outs and deferred
consideration related to acquisitions, provide EUR30 million of
cash overfunding, and cover transaction fees. In addition, the
SSRCF due 2031 will be upsized to EUR409.5 million from EUR350
million currently.

The transaction improves liquidity, lengthens maturity profile and
is leverage neutral on a Moody's adjusted basis, because Moody's
includes deferred consideration liability in Moody's adjusted debt.
Moody's adjusted debt/EBITDA was 7.2x as of last twelve months
ended March 2026 (6.8x on a net debt basis), worse than Moody's
expectations for the B2 rating following last year's dividend and
acquisitions. Moody's expects organic growth and integration of
acquisitions to reduce leverage to around 6.0x by year end 2027. No
additional M&A is assumed. Interest costs will increase modestly
but remain supported by solid Free Cash Flow (FCF). Moody's
adjusted FCF/debt was 4% (LTM March 2026) and Moody's expects it
will remain in the mid single digits and (EBITDA –
capex)/interest at around 2.4x over the next 12–18 months.

TeamSystem's established position in the Italian enterprise
software segment targeting professionals and small and medium-sized
enterprises, barriers to entry due to the complexity of Italy's
tax, payroll and accounting frameworks, significant recurring
revenue and low churn; and solid Free Cash Flow (FCF) generation
with Moody's adjusted FCF/debt at mid single digits, support its B2
CFR.

Conversely, the company's high geographical concentration, with
revenue generated mainly in Italy; and aggressive financial policy,
including high Moody's adjusted gross leverage and pay-if-you-want
(PIYW) notes outside of restricted group (equivalent to 1.4x of
Moody's adjusted EBITDA), and an acquisitive strategy, including
geographic expansion, that could delay the deleveraging trajectory
and constrains the rating. Although longer-term competitive and AI
challenges may rise, TeamSystem's solid market position, the
sticky, system-of-record nature of its software, local expertise,
and sustained investment in own AI enhanced solutions provide risk
mitigants.

STABLE OUTLOOK

TeamSystem's stable outlook reflects Moody's expectations that the
company's credit metrics will improve and remain commensurate with
the B2 ratings guidance over the next 12 to 18 months. The outlook
incorporates Moody's assumptions that there will be no significant
increase in leverage from any future debt-funded acquisitions or
shareholder distributions prior to an improvement of credit metrics
to levels commensurate with Moody's expectations for the B2 rating,
and that the company will maintain at least adequate liquidity.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

Although unlikely at this stage, positive rating pressure could
develop if the company continues to grow its revenue and EBITDA,
such that Moody's-adjusted leverage (R&D capitalised) improves to
below 5.0x; Moody's-adjusted FCF/debt improves towards 10%; and
Moody's-adjusted (EBITDA – capital expenditures) / interest
expense improves towards 3.0x, all on a sustained basis. Adequate
liquidity and financial policy clarity are also important
considerations.

Conversely, negative rating pressure could develop if the company's
revenue and EBITDA growth is weaker than expected such that there
is no longer an expectation that Moody's-adjusted leverage (R&D
capitalised) will improve towards 6.0x over the next 18 months;
Moody's-adjusted FCF weakens towards breakeven, or Moody's-adjusted
(EBITDA – capital expenditures) / interest expense is below 2.0x,
all on a sustained basis; or if liquidity deteriorates. A
transaction that significantly increases leverage before TeamSystem
demonstrates improvement in credit metrics could also have negative
ratings implications.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
published in December 2025.

COMPANY PROFILE

TeamSystem is a provider of ERP software to SMEs and professionals
mainly in Italy, but with operations in other countries such as
Turkiye, Spain, France or Israel. The company offers integrated ERP
systems covering mainly accounting, tax, legal and payroll
management software solutions. Additionally, TeamSystem also
provides vertical-specific software solutions for sectors such as
manufacturing, retail and technology, among others. In last twelve
months ended March 2026 and pro forma for acquisitions, TeamSystem
recorded revenue of EUR1.1 billion and company-adjusted EBITDA of
EUR524 million.

TeamSystem is controlled by funds managed by Hellman & Friedman LLC
(H&F). In addition, Silver Lake, Abu Dhabi Investment Authority
(ADIA) and CapitalG and management hold minority stakes in the
company.


TEAMSYSTEM SPA: S&P Upgrades ICR to 'B', Outlook Stable
-------------------------------------------------------
S&P Global Ratings raised its ratings on TeamSystem SpA and its
debt to 'B' from 'B-'. S&P also affirmed its '3' recovery rating
but revised our rounded recovery estimate to 55% from 50%.

The stable outlook reflects S&P's expectation that TeamSystem's
robust revenue growth and margin expansion from AI-related savings
will translate into free operating cash flow (FOCF) to debt of
about 5% and leverage materially below 9x by 2027.

S&P said, "The upgrade reflects our expectation of robust growth,
margin expansion, and a high cash flow conversion rate. We
anticipate that TeamSystem's FOCF to debt ratio will increase to
5%-6% in 2027–2028. We project topline growth exceeding 10%
annually thanks to supportive regulatory shifts toward digital
invoicing, geographic expansion through recent acquisitions, and
continued domestic growth in Italy driven by cloud migration and
successful cross-selling initiatives.

"Furthermore, we expect cost-saving initiatives and the integration
of AI tools to drive sustained EBITDA margin expansion to about
39.5%-40.5% in 2027–2028, up from 35.4% in 2025.

"We expect TeamSystem to convert approximately 75% of its EBITDA
into FOCF before cash interest, fueled by the asset-light nature of
its software operations, a high recurring revenue share of roughly
90%, and corresponding favorable monthly payments. Assuming the
company will pay interest-in-kind on its EUR650 million senior
"pay-if-you-want" notes, FOCF will decline to approximately EUR141
million in 2026 from EUR170 million in 2025, excluding cash
interest paid on "pay-if-you-want" notes (EUR118 million including
cash interest on these notes) due to higher cash taxes and interest
paid on the new notes. We expect FOCF will expand to EUR214 million
in 2027 on growth in EBITDA and falling exceptional costs.

"The company's leverage will continue to fall following the almost
neutral refinancing transaction. We expect leverage to gradually
decline below 7x by 2028, even assuming that TeamSystem will pay
interest-in-kind on its EUR650 million senior pay-if-you-want
notes, since robust EBITDA growth will outpace the corresponding
capitalization of interest."

TeamSystem is issuing EUR700 million in senior secured notes due
2032. S&P said, "The company will use the proceeds to refinance its
EUR300 million senior secured notes due 2028, repay EUR180 million
under its EUR350 million super-senior revolving credit facility
(RCF), and fund EUR178 million in acquisition-related earnouts and
deferred considerations due in 2026 (which we include in our
adjusted debt amount). The remaining funds will cover transaction
fees and bolster the company's balance sheet with approximately
EUR30 million in additional cash. We estimate this transaction will
increase leverage by only about 0.1x, as we do not net cash for
financial sponsor-owned companies."

S&P said, "TeamSystem's established positions in SME markets,
diversified customer base, high share of recurring revenues, and
our view that its niche focus mitigates AI-related risks support
our view of the company's business profile. The company ranks among
the top enterprise resource planning software providers for
companies with fewer than 500 employees in most of its operating
markets. It remains a key player in Italy, which represents
approximately 80% of revenue. Customer concentration risk remains
low, with the top 200 customers representing less than 8% of 2025
revenue.

"We believe the small scale of TeamSystem's clients and lack of IT
capabilities limits its ability to internalize software development
with AI, while complex and constantly evolving local regulatory and
compliance requirements create significant barriers to entry.
TeamSystem's deep operational integration and interoperability with
its clients and client's end-clients creates a competitive moat.
TeamSystem integrates AI tools directly into enterprise resource
planning, accounting, HR, payroll, and vertical solutions, with a
focus on automation of repetitive workflows like value-added tax
classification, bank reconciliation, or bookkeeping entries. This
creates productivity gains for its customers and helps drive
further demand for its cloud platforms.

"The stable outlook reflects our expectation that TeamSystem's
robust revenue growth and margin expansion from cost saving
initiatives will translate into FOCF to debt of about 5% and
leverage materially below 9x by 2027.

"We could lower the rating if TeamSystem's FOCF to debt ratio
decreased materially below 5% or if its leverage increased to above
9x (7.5x excluding PIK debt). This could result from a more
aggressive financial policy or increased competition leading to
slower growth.

"We could raise the rating if TeamSystem pursues a relatively
prudent financial policy leading to FOCF to debt of about 10% and a
leverage ratio below 7x (5.5x excluding PIK debt)."




===================
L U X E M B O U R G
===================

ADECOAGRO SA: S&P Affirms 'BB-' ICR & Alters Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings revised the outlook on Adecoagro S.A. to stable
from negative and affirmed its 'BB-' issuer and issue-level credit
ratings on the company on June 23, 2026.

The stable outlook reflects S&P's expectation that Adecoagro will
control leverage and maintain a prudent approach to shareholder
returns, investments, and potential mergers and acquisitions
(M&As), while benefiting from its diversified business model and
geographic footprint.

The better-than-expected performance of the fertilizer business
will support Adecoagro's profitability and lower leverage.

S&P projects fertilizer unit's EBITDA to reach $383 million in 2026
and slip to $347 million in 2027, below its April 2026 forecast
but, much higher than $189 million in 2025. Although urea prices
have started to normalize, after peaking at around $800 per ton in
April, Adecoagro will continue to capture margin upside, thanks to
its long-term contracts for natural gas in Argentina, which
constitute nearly 60% of total fertilizer production costs.

S&P said, "We also revised our expectations for the company's sugar
and ethanol business upward in 2026, given higher crushing volumes
at 13.6 million tons (up 12% year over year) due to improved yields
and the company's strategy and flexibility to maximize ethanol
production, which we forecast at 65% of the total mix. We forecast
2026 ethanol prices at R$2.9 per liter.

"These factors should offset a softening sugar market and the
subdued performance in food and agriculture while supporting
Adecoagro's deleveraging. We now project consolidated EBITDA of
$761 million and adjusted debt to EBITDA of 2.4x in 2026 and 2027,
compared with $448 million and 4.4x (or 3.1x pro forma) in 2025.
This assumes prudent capital management, with capital expenditure
(capex) and dividends at $320 million and $35 million,
respectively, and free operating cash flow (FOCF) at $80 million
even after leases payment in 2026.

"We believe Adecoagro's exposure to Argentina (B-/Stable/B) will
remain significant. We forecast the fertilizer unit to generate
55%-60% of the company's EBITDA in 2026, declining to roughly 50%
in 2027 because of stabilizing, but higher-than-expected prices.
Nevertheless, improving results at the company's dairy and grains
operations in Argentina will bolster EBITDA coming from this
country in the next few years. These factors will keep the EBITDA
share from Argentina at close to 55%, in our view, up from 15%-20%
before Adecoagro's acquisition of Profertil S.A.

"Because of the company's large exposure to a lower rated country,
we test Adecoagro's ability to pass a sovereign hypothetical stress
test, in which we assume no cash flow coming from Argentina to pay
the company's cross-border debt. This, coupled with a solid
dollar-dominated cash position, no cross-border debt in the
country, and consistent cash flow from Brazil and Uruguay, allows
us to rate Adecoagro above our 'B' T&C assessment of Argentina, now
limited to two notches."

The Milei administration has gradually eased restrictions on
accessing or transferring funds abroad, particularly for debt
repayments and imports, while the overall situation of the country
regarding economic vulnerabilities and external liquidity has
improved. Therefore, S&P took a positive rating action on Argentina
and revised upward its T&C assessment ("Argentina Long-Term Ratings
Raised To 'B-' On Better Access To Financing; Outlook Stable," June
10, 2026). Further positive rating actions on Adecoagro will
continue to depend on its exposure to, and the rating on,
Argentina.

Expected higher sales volumes and ongoing refinancing support
Adecoagro's liquidity. The company has historically faced high
short-term maturities, about 65% of which in Argentina because of
cheaper costs, which reduces its liquidity cushion. Also, due to
Adecoagro's business seasonality, the company historically incurs
large working capital needs in the first half of the year, which it
supports mainly with cash. Nevertheless, S&P expects higher sales
volumes in the next few quarters, along with constant refinancing,
to enable the company to improve its liquidity cushion.
Additionally, it could reduce capex and dividend payouts, if
needed, to support its liquidity position.

The above factors should provide Adecoagro with some flexibility to
pursue potential further expansion, but the impact on leverage and
liquidity will remain key for the rating. The company publicly
mentioned that it could pursue additional expansion primarily
through its fertilizer business, thanks to its position as a
low-cost producer and the favorable natural gas outlook in
Argentina, which is expected to be a net exporter of the product
for many years. Shale formation Vaca Muerta and new gas transport
infrastructure further support these prospects. Still, no
definitive timeline or decision has been made public yet.

Nevertheless, S&P believes the company's new owner has shown a
tendency for more aggressive growth, including the acquisition of
Profertil, mostly financed through debt. Although the company has
been benefiting from cash flow from Profetil, the higher debt
needed to support the acquisition signals that the new owner could
maintain a higher tolerance for leverage and acquisition
opportunities.

S&P said, "If and whenever any new project is announced, we will
incorporate it into our base-case forecast, including potential
changes in the company's business and financial profiles and
liquidity. Nevertheless, we will continue to monitor how financial
policies develop under this potential scenario." A persistently
more aggressive approach to leverage or shareholder returns could
weaken the company's financial policy and liquidity.

S&P said, "The stable outlook reflects our expectation that
Adecoagro will control leverage and maintain a prudent approach to
shareholder returns, investments and potential future M&As, while
benefiting from its diversified business model. In this scenario,
we expect leverage to decline to 2.0x-2.5x, funds from operations
(FFO) to debt to stay above 30%, and positive FOCF."

S&P could lower its ratings on Adecoagro if:

-- The liquidity erodes, given weaker-than-expected cash
generation, working capital mismanagement, or higher cash outflows.
This scenario would prevent it from continuing to rate the company
two notches above S&P's 'B' T&C assessment of Argentina.

-- Debt to EBITDA of more than 3x on a consistent basis, because
of weaker operational performance or a much more aggressive
approach toward cash outflows.

-- The company's owner continues to show a higher tolerance for
leverage, which could materialize in a more aggressive
debt-financed growth strategy or higher shareholder returns. This
scenario could lead us to reassess our view of the company's
financial policy to a weaker category.

-- The exposure to Argentina jumps, whether through other
substantial organic or inorganic expansion in the country or
increasing reliance on cross-border debt issued domestically, which
would raise the company's exposure to potential capital
restrictions. A lower rating on Argentina could also result in the
downgrade of Adecoagro.

An upward revision of Adecoagro's stand-alone credit profile would
depend on its ability to maintain conservative financial
discipline, including refraining from larger debt-financed M&As or
from aggressive shareholder returns. S&P said, "We would expect
Adecoagro to keep its adjusted debt to EBITDA below 2x and FFO to
debt above 45%, while improving its liquidity cushion through
constant refinancing and improved cash generation. Raising the
rating on Adecoagro would require a similar action on our T&C
assessment of Argentina or widening the company's geographic and
funding diversification, reducing its exposure to the country on a
consistent basis."


HERENS MIDCO: S&P Lowers ICR to 'CCC', Outlook Negative
-------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Herens Midco
S.a.r.l. and its issue ratings on the company's senior secured
notes to 'CCC' from 'B-', given the increased risk of debt
restructuring. S&P also lowered its issue ratings on the senior
unsecured notes to 'CC' from 'CCC'.

S&P said, "The negative outlook indicates our expectation that, if
the transaction completes, we may lower the issuer credit rating to
'SD' (selective default), and the issue rating on the senior
unsecured notes to 'D'. We do not expect to lower the issue ratings
on the senior secured instruments further.

"We understand Herens Midco S.a.r.l., the intermediate parent to
Swiss-based specialty chemicals producer Arxada, is on track to
receive consent from 75% of senior secured and unsecured lenders to
implement a restructuring." It has started to file an English
scheme of arrangement and plans to implement a comprehensive set of
amendments to its debt by end-September 2026. The proposed
transaction includes Swiss franc (CHF) 200 million of sponsor
funding from Bain Capital and Cinven, reflective of continued
sponsor support.

The amendments will make minor updates to the terms initially
proposed for the amend-and-extend transaction, and the senior
unsecured noteholders may receive less than originally promised in
terms of cash service. S&P said, "Under our methodology, we
anticipate that the transaction will be considered as distressed
and tantamount to a default, despite anticipated improvements in
the company's capital structure, liquidity, and cash flow profile
after execution. We also factor in that the transaction seeks to
address the company's high leverage currently unsustainable capital
structure."

S&P Global Ratings lowered its rating on Herens Midco S.a.r.l. to
'CCC', reflecting the increased likelihood that the proposed
transaction will be considered as distressed. S&P said, "We
understand that the company is on track to agree with at least 75%
of its senior secured and senior unsecured lenders that a scheme of
arrangement can be implemented. The scheme will be used to make
amendments to the terms for all lenders in the short term--under
our criteria, this would likely be considered a default on the
senior unsecured notes."

S&P said, "Our issue ratings on the senior secured notes are
aligned with the 'CCC' issuer credit rating. We consider that
senior secured lenders will be adequately compensated for the
amendments to their facilities. Our issue ratings on the unsecured
notes are two notches below the issuer credit rating, reflecting
our view that recovery prospects for these notes are significantly
lower than those for the senior secured notes.

"We believe lenders of the senior unsecured facilities will receive
less than initially expected under the original terms and will not
receive adequate compensation, as we define it, for agreeing to
amend the terms. Specifically, the terms are being amended to
extend the maturity and change the timing of payments. We
understand that the transaction is designed to achieve broad
participation among lenders and we do not expect participating
senior unsecured creditors to be subject to structural
subordination. We consider that the use of a scheme of arrangement
reflects the complexity and size of the capital structure and the
need to implement amendments consistently across a broad creditor
group. We also consider that the proposed revisions point to the
current capital structure being unsustainable.

"Once completed, the transaction would improve Arxada's capital
structure. We estimate that the proposal could improve the capital
structure; however, we would still expect leverage to remain high.
Arxada will use the CHF200 million junior contribution from the
sponsors, reflecting continued support from Bain Capital and
Cinven, to repay the revolving credit facility (RCF), thereby
improving liquidity. The transaction introduces a payment-in-kind
toggle on the senior unsecured notes, which would reduce the
near-term cash interest burden. The changes would support positive
free operating cash flow (FOCF) generation and thus contribute to
liquidity and a gradual reduction in leverage, even though we would
treat the junior contribution as being debt-like in nature.

"We also factor in the business' resilient and improving
performance, supported by executed cost-saving initiatives, market
share gains, and stronger earnings and cash flow generation. The
restructuring includes extending debt maturities to 2031 and 2032,
improving the company's medium-term debt profile following
implementation. We project a modest recovery in free cash flow
during 2026, supported by lower interest costs, with further
operational improvement prospects. We also factor in that the RCF
would have matured in January 2028 and is therefore not going to be
part of the short-term debt in January 2027 under the proposed
transaction. The company has not missed the recent interest
payments on its existing instruments, and we expect it to continue
to be able to make payments at this stage.

"The negative outlook indicates that we could lower our issuer
credit rating on Herens Midco and our issue ratings on its senior
unsecured notes in the short term, following the restructuring that
would result from the scheme of arrangement. As proposed, closing
the transaction would cause us to lower our issuer credit rating to
'SD' and our issue rating on the senior unsecured notes to 'D'. We
do not expect to lower our issue rating on the senior secured
instruments further and we expect to rate these instruments in line
with the issuer credit rating after the restructuring is
completed.

"We could lower our ratings on Herens Midco when the restructuring
transaction is executed because under our methodology, we would
consider the expected terms to be distressed. The issuer rating
could be lowered to 'SD', while our issue rating on the senior
unsecured notes could be lowered to 'D'.

"At this stage, we regard a positive rating action as unlikely
because we believe the company will proceed with the proposed
transaction through a scheme of arrangement. Even if the scheme of
arrangement did not proceed, the rating would remain 'CCC' because
we consider that the sustainability of the current capital
structure has deteriorated. We expect the capital structure
following completion of the transaction to be supported by extended
maturities, enhanced liquidity, reduced cash interest charge, and
evidence of sponsor support."


ROSEN INT'L: S&P Affirms 'B+' LT ICR & Alters Outlook to Neg.
-------------------------------------------------------------
S&P Global Ratings Global Ratings revised the outlook to negative
from stable, and affirmed its 'B+' long-term issuer credit rating
(ICR) on Rosen International S.a.r.l. and its 'B+' rating on the
company's senior secured debt. The '3' recovery rating on the TLB
(rounded estimate: 50%), which reflects its expectation of
meaningful recovery in the event of default, is unchanged.

The negative outlook reflects S&P's opinion that it could downgrade
Rosen over the next 12-18 months if the company's credit metrics do
not improve.

Rosen plans to issue an approximately $480 million fully fungible
add-on to its existing $1.48 billion term loan B (TLB) maturing in
2031. Proceeds, along with $121 million cash, will be used to
distribute dividends of about $600 million.

S&P said, "As a result of the dividend recapitalization, we
anticipate Rosen's S&P Global Ratings-adjusted leverage will
increase to 5.5x-6.0x in 2026 before decreasing to 4.7x-5.2x in
2027 (5.2x in 2025), leaving the company more leveraged compared
with what we expect for a 'B+' rating."

The proposed dividend recapitalization increases Rosen's leverage
to a level that S&P believes is relatively stretched for the
current 'B+' rating. Rosen intends to use the proposed TLB add-on
of $480 million to distribute $600 million to shareholders; the
remaining balance will be funded with cash on hand. This is the
second dividend recapitalization since the leveraged buyout by
Partners Group in February 2024. In October 2024, $375 million was
raised as a fungible add-on to the TLB. Since the first
transaction, however, the company has shown increasing resilience
and better-than-anticipated cash generation.

At the same time, the company's balance sheet is used for
shareholder remuneration, meaning that we see the S&P adjusted
leverage, on a gross basis, increasing because of the proposed
dividend recap. As a result, the company's deleveraging prospects
hinge on improving EBITDA, which based on S&P Global
Ratings-adjusted figures, we anticipate will average $350
million-$400 million during 2026-2027, up from $295 million in
2025.

Market tailwinds and a good grip on costs will support the business
and EBITDA expansion in 2026-2027. The company has consistently
invested in advanced data analytics, proprietary inspection tools,
and digital platforms, enabling it to deliver highly differentiated
solutions within the pipeline integrity and related asset
management sector. Rosen spends almost $70 million annually on
research and development (R&D), including capitalized development
costs. In addition, structural tailwinds such as regulatory
scrutiny, rising demand for energy infrastructure maintenance, and
the global shift toward digitalization in asset monitoring are
expected to bolster its growth prospects.

S&P said, "As a result, under our revised base case, we anticipate
the company will grow at about 10% annually, on average, reaching a
revenue base of more than $1 billion in 2027. In addition, Rosen's
technological edge not only spurs operational efficiencies,
reducing reinspection risk, but also supports premium pricing, as
indicated by its positive track record to pass on price increases.
This, in our view, will contribute to sustained elevated
profitability of 35%-37% in 2026-2027 (compared with 33% in
2025)."

Relatively stable operating conditions will translate into average
S&P Global Ratings' free operating cash flow of about $120 million
annually on average in 2026-2027. Unlike other companies operating
within the oil and gas sector, the nature of Rosen's service, which
is closely linked to energy company's operating expense (opex)
cycles, provides a relative cushion against the volatility of the
industry. Therefore, S&P does not anticipate meaningful volatility
in the company's earnings and cash flows. In addition, the
relatively low working capital needs and capital expenditure
(capex) as reported (including capitalized R&D costs) of about $100
million annually provide fairly high cash conversion compared with
the group's expected EBITDA.

S&P said, "Financial sponsor ownership and associated financial
policies and leverage tolerance are key to our rating analysis. The
sponsor's dividend recapitalization will lead to a leverage spike
that, although temporary, takes leverage to a higher level and is
relatively stretched for the current rating. We believe the company
is less leveraged than other LBO transactions; therefore, it
compares favorably with other 'B' rated issuers. At the same time,
the sponsor's leverage and appetite for releveraging, as well as
establishing a positive track record of keeping leverage well under
control, will be key for our rating on Rosen.

"The negative outlook reflects our view that we could downgrade
Rosen over the next 12-18 months if its credit metrics do not
improve.

"We could take a negative rating action on Rosen if the path to
deleveraging became strained, and we saw S&P Global
Ratings-adjusted debt to EBITDA remaining above 5.0x and the funds
from operations (FFO) cash interest coverage ratio failing to
approach and sustain above 2.5x. We anticipate this could arise
because of operational setbacks impeding the company's EBITDA
expansion; or if Rosen increases its debt in absolute terms,
signaling a looser approach toward debt management and financial
policies.

"We could revise the outlook to stable if S&P Global
Ratings-adjusted debt to EBITDA consistently decreased from a
leverage spike in 2026 to or below 5.0x in 2027 and onward,
alongside FFO cash interest coverage trending toward 2.5x and
remaining above these levels. In addition, the rating will hinge on
the company establishing a positive track record of keeping
leverage at lower levels, supported by a more creditor-friendly
financial policy."




=====================
N E T H E R L A N D S
=====================

AMG CRITICAL: Fitch Rates New Secured Revolver/Term Loan 'BB+'
--------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' instrument rating with a
Recovery Rating of 'RR2' to AMG Critical Materials N.V.'s proposed
senior secured revolving credit facility and term loan. The
proceeds will be used to refinance existing indebtedness. AMG's
current Long-Term Issuer Default Rating (IDR) is 'BB-' and the
Rating Outlook is Stable.

The 'BB-' IDR reflects AMG's advantaged cost positions in vanadium
and lithium and its leading market position in advanced metallurgy
and engineering. These strengths are offset by a heightened degree
of cash flow risk due to its commodity price exposure.

The Stable Outlook reflects Fitch's expectation that relatively low
capex outlays will allow the company to maintain comfortable
liquidity while lithium and vanadium prices remain pressured,
before EBITDA leverage falls below 3.5x in 2027. Fitch expects that
EBITDA leverage will remain durably below 3.5x, which could lead to
positive rating momentum.

Key Rating Drivers

Volatile Commodity Pricing Dynamics: In 2024, lithium prices fell
65% and ferrovanadium prices fell 23%, which highlights the cash
flow risk inherent in AMG's commodity price exposure. Lithium
overcapacity keeps prices low. Fitch expects spot prices will
remain below $15/kg in the near to medium term, although long-term
demand for battery-grade lithium remains. Demand for vanadium,
which steelmakers primarily use as an alloy, depends on global
steel infrastructure spending and demand for titanium and chrome
alloys. However, AMG's vanadium contracts partly mitigate cash flow
risk. The company collects a tipping fee and returns part of the
sales price to suppliers.

Measured Strategic Investment Policy: AMG has completed a period of
significant growth spending, including Europe's first lithium
hydroxide refinery in Bitterfeld, Germany. The facility is in the
final stages of qualification, and AMG expects operations to ramp
up in the second half of 2026. Fitch believes the company will take
a conservative approach to capital allocation, particularly with
respect to lithium. Further large-scale investment is unlikely
while prices remain durably low.

Fitch expects AMG to follow a measured capital allocation strategy
over the medium to longer term. The company will likely focus on
growth capex and opportunistic bolt-on M&A that does not require a
significant amount of additional debt. Completion of the Bitterfeld
plant and the lithium concentrate expansion in Brazil should
improve FCF generation over the rating horizon.

Leading U.S. Vanadium Producer: AMG is the sole ferrovanadium
producer and recycler in the U.S., which insulates it from tariff
pressures. AMG's Cambridge II expansion project in Ohio doubled its
spent recycling capacity to 60,000 tons annually. AMG processes a
byproduct of spent catalyst from oil refining into ferrovanadium
and receives a tipping fee from oil refiners for disposing of the
hazardous waste materials. Steel producers buy the ferrovanadium to
produce high strength steel for various end uses. AMG competes
primarily with imports, but its increased processing capabilities,
low-cost operations and proximity to steel producers strengthen its
market position.

Long-Term Outlook Intact: Fitch views AMG's long-term strategy of
becoming Europe's leading vertically integrated producer of
battery-grade lithium hydroxide favorably. The lithium industry is
consolidated and has high barriers to entry, including technical
knowledge and raw material access. Under this model, AMG could
convert Brazilian spodumene into technical grade lithium hydroxide
before producing battery grade lithium hydroxide through its
Bitterfeld operations. However, with near-term cash flows and
earnings pressured by a challenging commodity price environment,
Fitch does not anticipate a material increase in organic or
inorganic growth spending in the near term.

Peer Analysis

AMG is considerably smaller than H.B. Fuller Company (BB/Stable),
Kronos Worldwide, Inc. (B+/Stable), and market leading lithium
producer Albemarle Corporation (BBB-/Stable). However, greater
diversification into businesses other than lithium and battery
storage leave it somewhat better equipped to absorb the volatility
in lithium prices than Albemarle. Kronos is similarly exposed to
commodity pricing, given its TiO2 production, but lacks AMG's
modest diversification into other business lines and its growth
potential.

W. R. Grace Holdings LLC (B/Stable) has used a similar operating
and capital deployment strategy to AMG. WR Grace generates much of
its cash through its catalyst business and uses the proceeds to
fund the buildout of certain growth segments. However, AMG tends to
operate with much lower leverage. The company's lack of imminent
capex needs will bolster cash generation in the near term, but it
will rely on strong continued growth in EV demand to return to a
position of strong FCF generation over the long term.

Fitch’s Key Rating-Case Assumptions

- Lithium prices slightly recover in 2026, with a steeper recovery
in 2027 and beyond as demand growth overtakes supply;

- Revenue growth in the near term driven by scaling of Bitterfeld
operations and improvements in lithium pricing in the out years;

- Limited growth spending until lithium prices begin to materially
rebound in 2027;

- No material debt repayments shown, though the company maintains
the financial flexibility to do so.

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 (b+, Higher),
diversification and asset quality (bb, Moderate), company
operational characteristics (bb+, Moderate), profitability (bb+,
Moderate), financial structure (bb-, Higher), and financial
flexibility (bb+, Moderate).

- The quantitative financial subfactors are based on custom CRT
financial period parameters: 5% weight for the historical year
2025, 5% for the forecast year 2026, 5% for the forecast year 2027,
40% for the forecast year 2028 and 45% for the forecast year 2029.

- 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:

- Application of Fitch's "Parent and Subsidiary Linkage Rating
Criteria" results in a same credit profile for both the parent and
subsidiary approach.

RATING SENSITIVITIES

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

- EBITDA leverage durably above 4.5x;

- Slower-than-expected growth in lithium demand related to a
secular shift in consumer preferences for electric vehicles;

- Durably negative FCF generation, potentially due to more
aggressive than anticipated growth spending.

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

- Demonstrated commitment to operating with EBITDA leverage
sustained below 3.5x;

- Increased vertical integration and overall improvement in cost
structure, leading to lower overall earnings volatility.

Liquidity and Debt Structure

Pro forma for the transaction, AMG has cash and cash equivalents of
approximately $388 million. AMG's revolver has a net debt/EBITDA
covenant maximum of 3.5x, with maximum cash netting of $250 million
for 18 months which steps down to $200 million thereafter.

Issuer Profile

AMG is a global critical raw materials company that processes
specialty metals and mineral products for the transportation,
infrastructure, energy and specialty metals, and chemicals markets.
AMG operates production facilities in North America, EMEA, South
America and Asia.

Date of Relevant Committee

20-May-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 AMG Critical Materials N.V.

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   
   -----------             ------           --------   
AMG Critical
Materials N.V.

   senior secured       LT BB+  New Rating   RR2


AMG CRITICAL: Moody's Rates Amended First Lien Loan Facilities Ba2
------------------------------------------------------------------
Moody's Ratings assigned a Ba2 rating to AMG Critical Materials
N.V.'s ("AMG") amended and extended senior secured first lien
revolving credit facility ("RCF") and senior secured first lien
term loan B. The Ba2 rating on AMG's existing RCF and senior
secured term loan B will be withdrawn at close.

AMG's B1 corporate family rating and B1-PD probability of default
rating are unchanged. AMG Vanadium LLC's B3 backed senior unsecured
revenue bond rating issued by Ohio Air Quality Development
Authority 30-year tax-exempt revenue bond (State of Ohio Exempt
Facilities Revenue Bonds), which are guaranteed by AMG Critical
Materials N.V., is also unchanged. The speculative grade liquidity
rating ("SGL") is unchanged at SGL-2. The rating outlook remains
stable.

RATINGS RATIONALE

AMG is refinancing its $200 million revolving credit facility,
pushing out its maturity to 2031. AMG is also refinancing its $450
million senior secured term loan B, with a new maturity of 2033.

AMG's B1 rating is supported by its good liquidity, its broad
geographic and end market diversity, its strong market position
with only a few major competitors for most of its critical
materials and long-term relationships with a number of blue-chip
customers. The importance of its products in lightweighting, energy
efficiency and carbon emissions reduction should provide for a
relatively steady customer demand over the longer term and are
viewed as positive credit considerations.

AMG's rating is constrained by its modest scale versus higher rated
manufacturers, significant volatility in prices of the commodities
it is heavily exposed to, including lithium, and track record of
inconsistent free cash flow generation. The company continues to
benefit from the agreement with Glencore plc for the sale of FeV
from both the Cambridge and Zanesville plants that effectively
removes the market volume risk and reduces its exposure to
ferrovanadium (FeV) price volatility. The company's strategic focus
to expand its lithium portfolio in step with the fast-growing EV
market is anticipated to benefit its growth profile given the
secular trend that is expected from stricter emission standards and
government support for electric vehicles in multiple regions, as
well as the growth in stationary batteries.

AMG's SGL-2 speculative grade liquidity rating is supported by $209
million of cash balance at March 31, 2026 and full availability
under its amended and extended $200 million revolver due 2031.
Moody's expects breakeven free cash flow in 2026, although there
could be upside to this forecast if current spot prices for Lithium
and Vanadium were to sustain throughout the year. Following the
refinancing, AMG will have no meaningful debt maturities prior to
2031. Moody's expects the revolving facility to remain undrawn over
the rating horizon. Moody's also expects the company to have ample
headroom under its 3.5x first lien leverage ratio covenant.

The Ba2 rating of the senior secured revolving credit facility and
senior secured term loan B reflects their priority position in the
company's capital structure. The credit facilities are secured by a
first priority lien on substantially all of the assets of several
of the company's operating subsidiaries and a first priority lien
on 100% of the capital stock (limited to 65% of voting stock for
foreign subsidiaries) of each subsidiary borrower and each material
wholly-owned subsidiary. However, the security package excludes the
assets of a number of key foreign subsidiaries that account for a
material portion of the overall assets of the company. The B3
rating of the tax-exempt unsecured bonds reflects a relatively high
proportion of secured debt and the bonds' effective subordination
to the secured debt. The bonds are issued by the Ohio Air Quality
Development Authority and guaranteed by AMG Critical Materials
N.V.

Marketing terms for the new credit facilities (final terms may
differ materially) include the following: Incremental pari passu
debt capacity up to the greater of $225 million and 100% of LTM
EBITDA, plus unlimited amounts subject to a First Lien Secured
Leverage Ratio not greater than 2.50x (or leverage does not
increase if incurred to finance a permitted acquisition or
investment). There is no inside maturity sublimit. The credit
agreement is expected to include "J. Crew", "Serta" and "Chewy"
provisions.

The stable outlook reflects Moody's expectations for continued
strong operational and financial performance in 2026 with metrics
that are commensurate with the B1 rating.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

An upgrade could be considered if the company successfully begins
commercial production at the lithium upgrading facility in Germany,
demonstrates that it can consistently generate positive free cash
flow, maintain strong operating performance and credit metrics
commensurate with a rating higher than B1 CFR in various commodity
price environments. Quantitatively, the ratings could be upgraded
if, on a sustained basis, the leverage ratio remains below 3.5x,
the interest coverage ratio at or above 5.0x and FCF/Debt is equal
to or above 5% on a sustained basis. However, AMG's moderate scale
limits its ratings upside potential.

A downgrade could be considered if the company experiences any
significant issues related to its growth projects. Any material
operating disruptions, weaker than expected financial and operating
performance, or the pursuit of other debt financed growth projects
that result in deterioration of debt protection metrics could
negatively impact the company's rating. Quantitatively, the ratings
could be downgraded if the leverage ratio is expected to be
sustained above 4.5x or the interest coverage ratio sustained below
2x. A significant reduction in borrowing availability or liquidity
could also result in a downgrade.

AMG Critical Materials N.V. headquartered in Amsterdam,
Netherlands, operates through three divisions – AMG Lithium , AMG
Vanadium and AMG Technologies. AMG Lithium encompasses the
company's global lithium operations including Brazil and Germany.
AMG Vanadium is comprised of the company's global vanadium adjacent
businesses with operations in the US, Germany and UK. AMG
Technologies designs and produces vacuum furnace equipment and
systems, specialty metals and chemicals and other products used in
infrastructure, automotive and other industrial applications. The
company sells its products to the transportation, infrastructure,
energy, and specialty metals & chemicals end markets from
production facilities in Germany, the United Kingdom, France,
United States, China, Mexico, Brazil and India.

The principal methodology used in these ratings was Manufacturing
published in September 2025.


AMG CRITICAL: S&P Rates New $500MM Senior Secured Term Loan B 'B+'
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '2'
recovery rating to Netherlands-based specialty metals and advanced
materials company AMG Critical Materials N.V.'s (AMG) proposed $500
million senior secured term loan B due 2033. The company will use
proceeds from this issuance to repay its existing $450 million
senior secured term loan B due 2028 and add any remaining amounts
to its balance sheet. S&P said, "The '2' recovery rating indicates
our expectation for meaningful (70%-90%; rounded estimate: 75%)
recovery in the event of a payment default. AMG is also in the
process of renewing its $200 million revolving credit facility for
a new five-year tenor due 2031. We expect to withdraw our ratings
on the existing 2028 term loan following the completion of this
refinancing transaction. Our ratings are based on the preliminary
terms and conditions of the proposed issuance."

AMG delivered a better-than-expected financial performance in the
first quarter of 2026 as it offset falling antimony prices with
strong volumes and higher pricing in the lithium and vanadium
markets. The company also benefitted from its consolidation of AURA
Technologie earlier this year, which introduced recycled tungsten
to its portfolio and boosted its results amid favorable tungsten
prices. S&P believes AMG is well positioned for further earnings
momentum in the second half of the year as it ramps up its major
expansion projects, including the Bitterfeld lithium hydroxide
refinery and the recent opening of its high-purity chrome metal
plant in New Castle, Pa. (the first of its kind in the Americas).
The company has also recently announced the acquisition of the
remaining 71% stake in Zinnwald Lithium it did not already own,
which will expand its position in Europe's critical materials
supply chain.

The company strengthened its rolling 12-month leverage to 4.8x as
of March 31, 2026, from 5.9x a year ago. S&P believes AMG could
generate positive free operating cash flow in 2026, supported by
better-than-expected earnings, lower capital expenditure (capex),
and the proceeds from its sale of AMG Graphite.

Issue Ratings--Recovery Analysis

Key analytical factors

-- AMG's pro forma secured debt will comprise the proposed $500
million senior secured term loan B due 2033 and a $200 million
revolving credit facility due 2031. S&P assumes the existing $450
million term loan B due 2028 ($429 million outstanding as of March
31, 2026) will be paid off using the proceeds from the proposed
issuance.

-- S&P rates the $325 million of unsecured tax-exempt revenue
bonds 'CCC+', two notches below the issuer rating. The '6' recovery
rating indicates its expectation for negligible (0%-10%; rounded
estimate: 0%) recovery. The notes rank below the company's secured
debt and pari passu with the bank debt held at AMG's Brazilian
subsidiary.

-- S&P assumes the company would reorganize, rather than
liquidate, in the event of a default to maximize the recoveries for
its creditors, thus its valuation considers a gross valuation of
approximately $571 million, which reflects about $104 million of
emergence EBITDA and a 5.5x multiple.

-- The $104 million emergence EBITDA estimate incorporates S&P's
recovery assumptions for minimum capex (about 3.0% of sales) and
its standard 15% cyclicality adjustment for issuers in the metals
and mining downstream sector.

-- Meanwhile, the 5.5x multiple is in line with multiples S&P uses
for other companies in the metals and mining downstream sector.

-- S&P's recovery analysis also assumes that, in a hypothetical
bankruptcy scenario, AMG would have drawn about 85% of the
commitment amount under its revolving facility (net of letters of
credit) --approximately $170 million--at default.

Simulated default assumptions

-- S&P's simulated default scenario assumes a default in 2029
following weakness across the company's key end markets, including
automotive, aerospace, specialty metals and chemicals, and
infrastructure, as well as general weakness in the global metal
markets. This leads to prolonged lower pricing and negative cash
flows. Delays, cost overruns, and increased debt-financed capital
spending related to expansion projects could also contribute to a
default.

-- Year of default: 2029
-- Emergence EBITDA: $104 million
-- EBITDA multiple: 5.5x
-- Gross recovery value: $571 million

Simplified waterfall

-- Net enterprise value after administrative expenses (5%): $542
million

-- Domestic obligor/foreign nonobligor valuation split: 95%/5%

-- Collateral value available to secured creditors: $515 million

-- Estimated senior secured debt claims: $678 million

    --Recovery expectations: 70%-90% (rounded estimate: 75%)

-- Collateral value available to unsecured creditors: $0 million

-- Estimate senior unsecured debt claims: $326 million

    --Recovery expectations: 0%-10% (rounded estimate: 0%)


EUROSAIL-NL 2007-1: S&P Affirms 'B(sf)' Rating on Cl. E1 Notes
--------------------------------------------------------------
S&P Global Ratings affirmed its 'AA+ (sf)' credit ratings on
Eurosail-NL 2007-1 B.V.'s class B and C notes, 'BBB+ (sf)' rating
on the class D notes, and 'B (sf)' rating on the class E1 notes.

Eurosail-NL 2007-1 B.V. is a Dutch RMBS transaction, backed by a
pool of nonconforming residential mortgage loans originated by ELQ
Hypotheken N.V.

S&P said, "In line with our counterparty criteria, our resolution
counterparty rating (RCR) on Credit Suisse International as swap
counterparty (currently 'AA-') may constrain our ratings on the
notes. For the notes to be delinked from and achieve a higher
rating than the RCR on Credit Suisse International, they must pass
stresses in our cash flow analysis at the relevant rating levels
with no benefit given to the swap and with a basis risk stress
applied.

"The transaction's historical observed recoveries account for about
74%, much lower than the level implied by our weighted-average loss
severity (WALS) assumptions. We therefore applied a 15% haircut to
the original property valuations, which affects both the
weighted-average foreclosure frequency (WAFF) and WALS.

"After applying our global RMBS criteria, our WAFF assumptions
increased for the 'AAA' to 'A' rating levels, reflecting the
transaction's higher arrears. They decreased for the 'BBB' to 'B'
rating levels, reflecting our lower anchor default probabilities
for the Netherlands. Our WALS assumptions decreased, mainly due to
lower current loan-to-value ratios."

  Credit analysis results

  Rating level   WAFF (%)   WALS (%)

  AAA            18.87      12.38
  AA             13.68       8.17
  A              10.99       2.85
  BBB             8.17       2.00
  BB              5.18       2.00
  B               4.43       2.00

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

S&P said, "Since our previous review in April 2025, total 30+ days
arrears have decreased to 5.86% from 8.49%, and 90+ days arrears
have increased to 2.79% from 2.27%. The outstanding balance of
loans in arrears overdue for more than six months, for which
borrowers have not fully paid their three preceding scheduled
payments, was EUR810,555 as of January 2026, down from EUR91,055 as
of March 2024. We excluded these loans from our analysis of the
collateral pool and assumed a realized recovery after 18 months.
Most of these borrowers have not been current or paid their loans
in full for some time, so we do not expect these loans to provide
immediate positive cash flow to the transaction until they are
recovered.

"The available credit enhancement, considering our adjustment for
loans of more than six months in arrears, has increased for all
classes since our previous review.

"The reserve fund has remained fully funded since our previous
review. It stands at EUR3.5 million and cannot currently amortize.
Our credit enhancement calculations include the reserve because it
can be used in the revenue waterfall to clear up any principal
deficiency ledger (PDL) shortfalls. The transaction has no PDL
shortfalls, and the liquidity facility remains undrawn.

"The class B, C, and D notes pass our cash flow stresses at the
'AAA' rating level without benefit given to the swap and a basis
risk stress applied. Therefore, our counterparty risk criteria do
not cap these ratings.

"The class E1 notes pass our cash flow stresses at the 'B' level
with benefit given to the swap. The notes experienced limited
shortfalls when we assume high prepayments and delay the
application of defaults, which can be cured if we lower our
prepayment rate assumptions. The RCR on the swap counterparty caps
the rating on this class of notes at 'B (sf)'.

"Although the available credit enhancement for the class B and D
notes is commensurate with higher ratings than those currently
assigned, our ratings also consider the assets' nonconforming
nature, the total arrears, the low pool factor, and associated tail
risk. We also considered the class D notes' position in the
waterfall.

"Considering the above factors, we affirmed our 'AA+ (sf)' rating
on the class B notes to reflect our assessment of the optional
redemption feature. Under this feature, the notes may be redeemed
at the outstanding principal amount minus any accrued principal
deficiency. Our cash flow analysis indicates that the highest
achievable rating level occurs when no amounts remain outstanding
on the PDL as of the optional redemption date. However, we consider
the optional redemption feature to introduce increased uncertainty
regarding the distribution of losses, which is not consistent with
the definition of an 'AAA' rating, where the issuer demonstrates an
extremely strong capacity to meet its financial obligations. As a
result, the rating on the class B notes is capped at 'AA+ (sf)'.

"We affirmed our ratings on the class C, D, and E1 notes to reflect
the results of our credit and cash flow analysis.

"We consider the transaction's resilience in case of additional
stresses to some key variables, in particular defaults and loss
severity, to determine our forward-looking view.

"In our view, borrowers' ability to repay their mortgage loans will
be highly correlated to macroeconomic conditions, particularly the
unemployment rate, consumer price inflation, and interest rates.
Our latest inflation forecasts for the Netherlands are 2.9% in 2026
and 2.1% in 2027. Our unemployment forecasts for 2026 and 2027 are
4.1% and 4.2% respectively. We therefore ran additional scenarios
with increased defaults up to 30%. The results of the above
sensitivity analysis indicate a deterioration of no more than one
notch on the notes, which is in line with the credit stability
considerations in our rating definitions.

"A general housing market downturn may delay recoveries. We also
ran extended recovery timings by six months to understand the
transaction's sensitivity to liquidity risk, and this additional
scenario had no impact on the ratings.

"Our operational and legal risk analyses remain unchanged since
closing, and our related criteria do not cap the ratings."




===============
P O R T U G A L
===============

TAGUS STC: Fitch Affirms 'B+sf' Rating on Class E Notes
-------------------------------------------------------
Fitch Ratings has affirmed Tagus, STC S.A. / Vasco Finance No. 3's
notes.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
Tagus, STC S.A. /
Vasco Finance No. 3

   Class A PTTUSKOM0009    LT AA+sf Affirmed   AA+sf
   Class B PTTUSLOM0008    LT A+sf  Affirmed   A+sf
   Class C PTTUSMOM0007    LT A-sf  Affirmed   A-sf
   Class D PTTUSNOM0006    LT BB+sf Affirmed   BB+sf
   Class E PTTUSOOM0005    LT B+sf  Affirmed   B+sf

Transaction Summary

The transaction is a cash flow securitisation of a revolving
portfolio of credit card receivables originated by WiZink Bank
S.A.U. Sucursal em Portugal (WiZink Portugal). WiZink Portugal is
the Portuguese branch of Wizink Bank, S.A.U., registered in Spain
and majority owned by Värde Partners, and acts as portfolio
servicer, originator and seller.

KEY RATING DRIVERS

Asset Performance Expectations: Fitch's asset assumptions are
unchanged. This reflects that the performance remains in line with
its expectations at closing, with a steady state annual charge-off
rate assumption of 7%, annual yield of 16%, monthly payment rate
(MPR) of 7%, and purchase rate of zero.

The zero purchase rate assumption reflects that no further credit
card drawings after the end of the revolving period are included in
this transaction. At the latest reporting date of April 2026,
average charge-offs, MPR and annualised yield since closing were
0.6%, 15.1%, and 24.1%, respectively. In its rating analysis, Fitch
has removed the previously applied criteria variation for the class
X notes that were fully redeemed by excess spread on the December
2025 payment date.

Revolving Period; Pro Rata Amortisation: The portfolio will be
revolving until end-September 2026 as new eligible receivables can
be purchased monthly by the issuer. After the end of the revolving
period, the class A to G notes will be repaid pro rata, unless a
sequential amortisation event occurs, driven by performance
triggers such as annualised defaults (defined as arrears over seven
months) exceeding 10% of the portfolio balance, or a principal
deficiency of greater than zero.

Under the base case scenario, Fitch deems the switch to sequential
amortisation as unlikely in the short to medium term given the gap
between portfolio performance expectations and defined triggers.
The tail risk posed by the pro rata paydown is mitigated by the
mandatory switch to sequential amortisation when the note balance
falls below 10% of the initial total.

Counterparty Rating Cap: The maximum achievable rating on the
transaction remains 'AA+sf' due to the minimum eligibility rating
thresholds defined for the transaction account bank (TAB) and the
hedge provider of 'A-' or 'F1', which are insufficient to support
'AAAsf' ratings under Fitch's criteria.

Payment Interruption Risk Mitigated: Fitch views payment
interruption risk on the notes as mitigated in scenarios of
servicer distress. This is given the liquidity protection from a
dedicated cash reserve, the operational capabilities of WiZink
Portugal, the very high frequency of cash collection sweeps into
the TAB every two days, and the presence of a back-up servicer
facilitator.

RATING SENSITIVITIES

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

- Long-term asset performance deterioration such as increased
charge-offs, reduced MPR or reduced portfolio yield, which could be
driven by changes in portfolio characteristics, macroeconomic
conditions, business practices or legislative landscape could lead
to downgrades.

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

- Increases in credit enhancement ratios as the transaction
deleverages that are able to fully compensate for the credit losses
and cash flow stresses commensurate with higher ratings could lead
to upgrades.

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

Tagus, STC S.A. / Vasco Finance No. 3

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Prior to the transaction closing, Fitch reviewed the results of a
third party assessment conducted on the asset portfolio information
and concluded that there were no findings that affected the rating
analysis.

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

ESG Considerations

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




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KMG INTERNATIONAL: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed KMG International NV's (KMGI) Long-Term
Issuer Default Rating (IDR) at 'B+' with a Stable Outlook.

KMGI rating is two notches above its Standalone Credit Profile
(SCP) of 'b-', based on a bottom-up assessment reflecting 'Medium'
legal and operational incentives and 'Low' strategic incentives for
support from JSC National Company KazMunayGas (NC KMG; BBB/Stable)
under Fitch Ratings' Parent and Subsidiary Linkage (PSL) Rating
Criteria.

The SCP reflects KMGI's small refinery capacity relying on a single
major asset, volatile refining margins subject to cyclical
commodity prices, limited business integration despite strategic
investment in the retail segment, and a high share of short-term
debt in its capital structure.

Fitch expects that KMGI will maintain EBITDA net leverage at about
2.1x in 2026-2029. Fitch also assumes stable access to credit lines
with its banks, given its adequate domestic market position in
Romania and ties with NC KMG.

Key Rating Drivers

NC KMG Ownership is Key: NC KMG has sought to divest its share in
KMGI over the last 10 years; however no transaction has been
completed. Fitch understands from management that no divestment is
currently underway, but NC KMG is still planning to sell its
shareholding in KMGI. Fitch does not assume any change to NC KMG's
ownership stake in KMGI, so a partial or full divestment of KMGI
may lead us to reassess the current two-notch uplift to the SCP for
parental support.

'Medium' Operational and Legal Incentives: Under Fitch's PSL Rating
Criteria, the legal incentive between KMGI and NC KMG is 'Medium',
underpinned by KMGI being a material subsidiary under a
cross-default clause, which can be triggered by a default of KMGI's
debt exceeding USD250 million. KMGI shares its parent's brands and
uses NC KMG's crude oil. This supports 'Medium' operational
incentives. Fitch deems the strategic incentive between KMGI and NC
KMG as 'Low' given KMGI's limited competitive advantage and asset
contribution to the parent's profile.

Reliance on Short-Term Liquidity: KMGI relies on several short-term
or uncommitted credit lines to fund its operations, including
working capital needs and KMG Trading's activities. At end-2025,
around half of the company's funded debt was set to mature within
12 months and it had no availability under the committed part of
its revolving credit facility (RCF) or any other liquidity
backstops. Fitch expects the company will need to continually roll
over its short-term maturities. However, the inherent refinancing
risk is mitigated by its strong relationship with domestic and
regional banks and sound record of extending its credit lines, even
in unfavourable market conditions.

Strong Refining Margins: The US-Israel-Iran conflict and the
closure of the Strait of Hormuz have driven a sharp rise in
refining margins in Europe due to lower availability of the
refining products from the Middle Eastern refiners. Fitch expects
KMGI to benefit from stronger refining margins in 1H26 despite a
fuel retail margin cap at 2025 level in 2Q26 for domestic sales of
diesel and gasoline. Fitch expects margins to normalise from 2H26
as the flows of oil and oil products through the Strait of Hormuz
normalise.

CCGT Completed, Fuel Network Expansion: In January 2026 KMGI
commenced operations at the delayed cogeneration plant (CCGT), with
about 80% of its output destined for the Petromidia refinery to
cover its energy needs and the rest to feed into the national grid.
KMGI is also continuing to develop its retail network. Increased
contribution from the new cogeneration plant and enlarged retail
footprint will provide a more stable earnings base than the
volatile refining margins.

MoU Not Extended: KMGI holds 80% of the Kazakh-Romanian Investment
Fund set up in 2018 under a Memorandum of Understanding (MoU), with
state-owned Societatea de Administrare a Participațiilor în
Energie S.A. holding the rest 20%, and its investment period ran
from 2019 to 2025. KMGI considers the MoU no longer in force after
the investment period ended in 2025. Fitch therefore does not
expect that KMGI will need to buy a 26.7% in Rompetrol Rafinare
from the government, which is expected to cost USD200 million.

Peer Analysis

KMGI's most comparable rated peer is Turkiye Petrol Rafinerileri
A.S. (Tupras, BB-/Positive) in business profile and integration.
However, Tupras operates on a much larger scale, with four
medium-sized refineries in Turkiye.

KMGI has a refining capacity of 131,000 barrels per day (bbl/d),
making it the smallest among its EMEA peer group, which includes
ORLEN S.A. (BBB+/Stable), MOL Hungarian Oil and Gas Company Plc
(BBB-/Stable) and Tupras. Unlike MOL and ORLEN, which benefit from
vertical integration of upstream assets and petrochemical
businesses, KMGI's refining margins have historically been more
volatile and its earnings are more susceptible to fluctuations in
raw material prices throughout the economic cycle.

KMGI also faces disadvantages due to its lower refining efficiency,
driven by smaller economies of scale and at times a lower
utilisation rate affected by frequent operational issues. This
highlights KMGI's concentrated asset base.

Fitch’s Key Rating-Case Assumptions

- Oil prices in line with Fitch's price deck

- Capex of USD150 annually in 2026-2029

- Dividends between USD50 million and USD100 million annually in
2026-2029

Corporate Rating Tool Inputs and Scores

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

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

The quantitative financial subfactors are based on custom CRT
financial period parameters: 10% weight for the historical year
2025, 10% for the forecast year 2026, 30% for the forecast year
2027, 30% for the forecast year 2028 and 20% for the forecast year
2029.

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

The governance assessment of 'some deficiencies' has no impact.

The operating environment assessment of 'bbb-' has no impact.

The SCP is 'b-'.

To derive the Long-Term IDR:

Application of Fitch's PSL Rating Criteria results in a bottom-up
+2 approach.

RATING SENSITIVITIES

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

- Deterioration in KMGI's liquidity and ability to refinance debt

- Unremedied covenant breach

- EBITDA net leverage above 4.0x and EBITDA interest coverage below
2.0x on a sustained basis

- Negative free cash flow (FCF) on a sustained basis

- Weaker ties with NC KMG leading to a reassessment of the
two-notch uplift to the SCP for parental support

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

- EBITDA net leverage below 2.0x on a sustained basis, alongside
improved liquidity and a higher share of long-term debt

- Evidence of stronger ties between NC KMG and KMGI

Liquidity and Debt Structure

At end-2025, KMGI held unrestricted cash balances of about USD228
million against short-term debt of USD370 million. The company
relies on rolling over its short-term credit facilities to meet
liquidity needs for trading activities. Approximately half of
KMGI's debt as of end-2025 had maturity within the next 12 months.
The high proportion of short-term debt in its capital structure is
a constraint on its rating, despite its history of successful
refinancing with banks.

Issuer Profile

KMGI's main businesses are refining and petrochemicals through a
54.6% controlling ownership of Rompetrol Rafinare, trading and
supply chain through KMG Trading, and retail and marketing with
over 1,300 fuel distribution points.

Public Ratings with Credit Linkage to other ratings

KMGI's rating is notched up twice from its SCP for parental
support.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Sector Forecasts Monitor
data file which aggregates key data points used in its credit
analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

Climate Vulnerability Signals

The Climate.VS for 2035 for KMGI is 53, which is the average for
downstream companies. This does not have an immediate impact on the
rating as the energy transition is expected to occur over a very
long timescale and there continues to be a high level of
uncertainty over the pace and form of the transition.

Any impact on the rating may differ from the illustrative rating
impact in the Climate.VS framework, reflecting the evolution of
Fitch's assessment of the global risks, action the entity might
take to adapt to or mitigate the exposure, and any other relevant
factors.

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
   -----------                 ------             -----
KMG International NV    LT IDR   B+   Affirmed     B+




===========
R U S S I A
===========

MICROCREDITBANK: Fitch Affirms 'BB' LongTerm IDRs, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed Uzbekistan-based Microcreditbank's (MCB)
Long-Term (LT) Foreign- and Local-Currency Issuer Default Ratings
(IDRs) at 'BB' with Positive Outlooks, and its Government Support
Rating (GSR) at 'bb'. Fitch has also affirmed the bank's Viability
Rating (VR) at 'ccc+'.

Key Rating Drivers

MCB's LT IDRs are equalised with the sovereign ratings of
Uzbekistan (BB/Positive), reflecting Fitch's view of a moderate
probability of government support, as captured by MCB 'bb' GSR. The
Positive Outlooks on the bank's IDRs mirror those on the
sovereign.

The bank's 'ccc+' VR reflects its small franchise, weak asset
quality, structurally weak and volatile profitability, significant
capital encumbrance, and considerable reliance on wholesale
borrowing.

Policy Role: Fitch believes the Uzbek authorities would have a high
propensity to support MCB, given its state ownership, policy role
as the agent bank for subsidised social and development lending,
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 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.

Narrow Franchise: MCB is a small bank in the concentrated Uzbek
banking system, making up 3% of sector assets and loans at
end-1Q26. MCB provides SME and retail loans (end-2025: 60% of gross
loans, including subsidised retail loans at 24%) but also
commercial lending.

Vulnerable Risk Profile: MCB is exposed to substantial credit risks
stemming from both commercial and subsidised lending, as
underscored by the bank's weak asset-quality metrics and volatile
credit losses through the cycle. This also indicates deficiencies
in the bank's underwriting standards and risk-management framework,
which weigh on its assessment of MCB's risk profile.

Weak Loan Quality: The impaired (Stage 3) loan ratio remained high
at 11.6% at end-2025, albeit down from 14.4% at end-2024, driven by
continued write-offs (2025: 1.6% of average gross loans), and
reclassification of a few corporate exposures from Stage 3 into the
performing category. Total reserve coverage of impaired exposures
remained modest at 32% at end-2025, down from 42% at end-2024.
Stage 2 loans were also high at 23.8% of gross loans at end-2025
(end-2024: 24.5%). Fitch expects the impaired loans ratio to stay
high in 2026-2027, which may force MCB to make additional
provisions.

Structurally Weak Profitability: MCB's large cost base and material
credit losses led to negative financial results in 2023-2024.
Modest net income in 2025 was mainly driven by a few one-off
events, including a material release of loan loss provisions, which
Fitch does not expect to repeat in 2026. In its view, MCB's
profitability will remain structurally weak in the near term and
highly sensitive to asset-quality trends.

State-Supported Capitalisation: MCB's Fitch Core Capital (FCC)
ratio improved to 18.4% at end-2025 from 15.2% at end-2024
(end-2023: 17.6%). Capitalisation continues to be underpinned by
regular government capital injections to support the bank's policy
lending. At the same time, capital encumbrance by unreserved
impaired loans remained notable at 29% at end-2025, albeit improved
from 39% at end-2024. Fitch expects the FCC ratio to remain
volatile in the near term, reflecting loan growth and continued
reliance on external capital support, while internal capital
generation will remain weak.

Material External Funding: MCB's market borrowing remained
considerable at 48% of total liabilities at end-1Q26. These were
mostly long-term loans from international financial institutions
but also included interbank deposits (6%). State funding equalled
another 31%. MCB's liquidity buffer was reasonable, at about 17% of
total assets at end-1Q26, equivalent to 43% of market borrowing.

Rating Sensitivities

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

MCB's IDRs and GSR would be downgraded if Uzbekistan's sovereign
ratings are downgraded. Fitch could also downgrade the bank's IDRs
and GSR and notch them off the sovereign ratings if it views that
the government's propensity to support the bank has reduced. This
could be due to a weakening of the bank's policy role or delays in
capital support, or support being insufficient to decisively
address the bank's asset-quality risks.

The VR could be downgraded if asset-quality deterioration
continues, resulting in substantial losses that would erode MCB's
capital ratios to below statutory minimums, unless they are
adequately offset by timely equity injections.

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

MCB's IDRs and GSR would be upgraded if the sovereign ratings are
upgraded, provided the sovereign's propensity to support the bank
remains strong. An upgrade would also require continued state
capital support to address the bank's remaining legacy
asset-quality risks.

Upside for the bank's VR is limited by MCB's substantial
asset-quality risks, unless the government continues to provide
adequate capital support, leading to a sustained decrease in
unreserved impaired loans. A record of improved operating
profitability and stronger asset-quality metrics would also be
required for a VR upgrade.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The bank's ex-government support (xgs) ratings exclude assumptions
of extraordinary government support. The LT Foreign- and
Local-Currency IDRs (xgs) of 'CCC+(xgs)' are equalised with the
bank's VR. The Short-Term (ST) Foreign and Local-Currency IDRs
(xgs) of 'C(xgs)' are mapped to the bank's LT Foreign- and
Local-Currency 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 MCB's LT IDRs (xgs).

Public Ratings with Credit Linkage to other ratings

MCB's LT IDRs are linked to Uzbekistan's LT IDRs.

ESG Considerations

MCB has 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. It has an ESG Relevance Score of '4' for
Financial Transparency, due to a lack of timeliness and quality of
financial reporting. These factors have a negative impact on the
bank's credit profile, in combination with other factors.

The bank also has ESG Relevance Score of '3' for 'Human Rights,
Community Relations, Access and Affordability' (a deviation from
the sector guidance for an ESG Relevance Score of '2' for
comparable banks), given the bank's focus on social lending to
lower-income citizens to reduce poverty and promote
entrepreneurship.

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
   -----------                      ------              -----
Microcreditbank   LT IDR             BB        Affirmed  BB
                  ST IDR             B         Affirmed  B
                  LC LT IDR          BB        Affirmed  BB
                  LC ST IDR          B         Affirmed  B
                  Viability          ccc+      Affirmed  ccc+
                  Gov't Support      bb        Affirmed  bb
                  LT IDR (xgs)       CCC+(xgs) Affirmed  CCC+(xgs)

                  ST IDR (xgs)       C(xgs)    Affirmed  C(xgs)
                  LC LT IDR (xgs)    CCC+(xgs) Affirmed  CCC+(xgs)

                  LC ST IDR (xgs)    C(xgs)    Affirmed  C(xgs)




=========
S P A I N
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AES ESPANA: Fitch Alters Outlook on BB- Foreign Curr. IDR to Stable
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on AES España B.V.'s
Long-Term Foreign Currency Issuer Default Rating (IDR) to Stable
from Positive and affirmed the IDR at 'BB-'.  Fitch has also
affirmed AES España's USD300 million notes due 2028 at 'BB-'.  AES
España B.V. and Dominican Power Partners (DPP; jointly, AES
Dominicana) are joint obligors of the 2028 notes.

The Outlook revision follows the Dominican Republic's sovereign
Outlook revision to Stable from Positive. AES Dominicana's ratings
are linked to the Dominican Republic's sovereign rating of
'BB-'/Stable because of the company's reliance on payments from
state-owned distribution companies that depend on government
transfers. The ratings also reflect a historically strong balance
sheet, total debt/EBITDA below 4x, a diversified asset portfolio
and a strong market position. Fitch rates the company on a
standalone basis under its Parent and Subsidiary Linkage Criteria.

Key Rating Drivers

Sovereign Linkage Through Discos: AES España's ratings are linked
to the Dominican Republic sovereign rating because the company
depends on payments from state-owned distribution companies
(discos) that require material support. Discos generate more than
80% of AES España's PPA revenue, while commercial and industrial
clients account for about 17%. High losses and weak collections at
the discos make government transfers key to the stability of cash
flows.

A significant share of PPAs with discos will mature by 2027. Fitch
assumes these contracts will be renewed, but future revenue
visibility and EBITDA stability will depend on renewal terms,
including price, volume and tenor. Weaker terms could reduce cash
flow and profitability. Growth in renewables and more efficient
thermal capacity should also support access to lower-cost spot
purchases when economical.

Strong Market Position: AES Dominicana has a leading position in
the Dominican energy sector, with about 20% market share. Its 677MW
of thermal capacity, the country's only LNG terminal, access to
more than 250MW of solar and wind capacity through its stake in
ADRE and added LNG storage capacity through ENADOM support its
contractual structure and strengthen its role as the main LNG
supplier to generators and other users. More than 80% of LNG and
power capacity is contracted under U.S. dollar-denominated
agreements with full fuel cost pass-through. This supports cash
flow stability. Fitch notes market practice for new PPAs is
shifting toward shorter tenors, which could reduce average contract
duration in the near term.

Stable Leverage Profile: Fitch expects AES España's leverage to
remain about 3.0x through the rating horizon, assuming renewal of
contracts with the distribution companies. EBITDA should average
about USD190 million a year, while dividends from ENADOM and ADRE
should average about USD30 million a year. Fitch's leverage
calculation includes USD117 million of supplier financing debt and
related interest since 2024, reflecting accelerated payments to
certain gas suppliers. Low capex intensity, averaging 1.3% of
revenue and focused mainly on maintenance, should support free cash
flow in neutral territory.

Low-Cost Asset Base: AES España, via a 50/50 JV with Energas Group
and ENADOM, owns and operates the country's sole LNG import
terminal, providing regasification, storage and transportation
services. The LNG business contributes about 30% of consolidated
EBITDA. Off-takers include large generation companies, shipping
trucks, and commercial and industrial clients. AES Espana is among
the lowest-cost electricity generators, with dual natural gas and
diesel capacity. Natural gas should be fully dispatched if LNG
prices are not more than 15% above diesel.

Peer Analysis

AES España's closest peer is Empresa Generadora de Electricidad
Haina, S.A. (EGE Haina; BB-/Stable). Both issuers are linked to the
Dominican Republic sovereign, as each receives material indirect
revenue exposure from state-owned distribution companies. Their
ratings also reflect exposure to the discos' weak credit profile,
which stems from high energy losses, low collection rates and
reliance on government transfers.

AES España and Dominican Power Partners have smaller and less
diversified installed capacity than EGE Haina, whose portfolio
includes a broader mix of thermal generation and more renewable
assets. Even so, AES España's natural gas business supports higher
revenue generation than EGE Haina's.

AES España's capital structure is stronger than that of some
similarly rated but unconstrained peers, including Orazul Energy
Peru S.A. (Orazul; BB/Stable) and TerraForm Power Operating, LLC
(TERPO; BB-/Stable). Orazul's and TERPO's ratings reflect
predictable cash flow, an adequate contract position, efficient
hydroelectric and renewable assets and flexible costs. Orazul's
leverage is higher than AES España's and remains close to 5.0x.

Fitch’s Key Rating-Case Assumptions

- Government transfers to discos remain structural components of
company indirect revenue;

- Contracts with discos maturing in 2027 are successfully renewed;

- Continuation of non-regulated user contracts, spot market sales
and contracted LNG sales, which remain key drivers of the company's
margins;

- Bond maturities are refinanced in 2026;

- Average annual energy generated by Andres and DPP of 3,600GWh

- Average annual dividends from ENADOM and ADRE of USD37 million

Corporate Rating Tool Inputs and Scores

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

- Business and financial profile factors (assessment, relative
importance): Management (bbb-, Lower), Sector Characteristics (bb-,
Higher), Market and Competitive Positioning (bb+, Moderate),
Diversification and Asset Quality (bb+, Moderate), Company
Operational Characteristics (bb-, Higher), Profitability (bb,
Moderate), Financial Structure (bbb-, Moderate), and Financial
Flexibility (bb-, Moderate).

- The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the latest historical
year 2025, 40% for the forecast year 2026 and 40% for the forecast
year 2027.

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

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

- The other risk elements adjustment applies since AES España's
ratings reference the Dominican Republic sovereign due to
significant subsidies to discos. Discos account for over 80% of AES
España's power purchase agreement (PPA) generation revenues (17%
with commercial and industrial clients) but have high losses and
low collections, requiring government support. This results in an
adjustment of -1 notch(es).

- The SCP is 'bb-'.

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

RATING SENSITIVITIES

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

- A downgrade in the Dominican Republic's sovereign ratings;

- Deterioration in the reliability of government transfers;

- Contract renewal under weaker terms that pressure cash flow
visibility and profitability

- Exposure to spot sales and gas sales that collectively represent
more than 60% of EBITDA;

- Sustained leverage exceeding 4.5x.

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

- An upgrade in the Dominican Republic's sovereign ratings, while
maintaining sufficient and reliable government transfers to AES
España.

Liquidity and Debt Structure

Fitch expects AES Espana's liquidity to face pressures from
upcoming debt maturities. The company faces bond maturities at AES
Espana and DPP totaling USD560 million in 2027 and 2028. Fitch
expects these maturities to be refinanced, supported by AES
Espana's market profile and regular access to short-term funding.
As of March 2026, the company had USD151 million of available cash
against USD125 million of short-term debt maturities, with an
additional USD215 million of uncommitted credit lines supporting
liquidity. Liquidity could come under pressure from upcoming PPA
maturities if re-contracting occurs on weaker terms, including
shorter duration, lower prices or lower contracted volumes.

Issuer Profile

AES Espana is an energy generation and natural gas supply company
in the Dominican Republic. It operates five generation assets,
which includes combined cycle natural gas-fired plants, solar,
wind, and battery storage.

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 AES Espana.

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
   -----------              ------           -----
AES Espana B.V.  

                      LT IDR BB- Affirmed    BB-
   senior unsecured   LT     BB- Affirmed    BB-


CIRSA ENTERPRISES: Fitch Assigns 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Cirsa Enterprises, S.A. a Long-Term
Issuer Default Rating (IDR) of 'BB' with a Stable Outlook. Fitch
has also assigned the debt issued by Cirsa Finance International
S.a r.l senior secured ratings of 'BB+'/'RR2'.

Cirsa's business profile benefits from strong market positions in
its countries of operation and an omnichannel product proposition,
balanced by material geographic concentration of operating profits
in Spain and a medium scale commensurate with the 'BB' rating.

The Stable Outlook reflects Fitch's view of Cirsa's steady
financial risk profile, with moderate leverage supported by healthy
free cash flow (FCF) generation, allowing the company to self-fund
organic and inorganic growth.

Key Rating Drivers

Leader in Large, Growing Market: Cirsa enjoys a leading position in
its core market, Spain, which is the fifth-largest in Europe, and
which Fitch expects to grow at the fastest rate among the top five
markets due to its lowest online penetration among them. Spain
could overtake France and Germany over the medium term to become
the third-largest market in Europe. Cirsa's position in Spain is
cemented by its presence in both land-based and online segments, as
well as by its B2B operations. This omnichannel presence provides
promotional benefits in markets with severe advertising
restrictions like Spain.

LatAm Provides Opportunities and Risks: Cirsa also enjoys leading
positions in its core LatAm markets - Peru, Panama and Colombia. It
is present in most fully regulated markets in LatAm, except for
Brazil and Argentina, and Fitch expects these markets to provide
higher revenue growth rates of mid-single digits under the Fitch
rating case, compared with low-single-digit growth in EMEA,
supporting a revenue CAGR of about 4.6% in 2025-2029. However,
exposure of about 30% of Cirsa's revenue to LatAm currencies
creates unhedged FX positions that could affect cash flow and
financial flexibility, although this is somewhat mitigated by its
geographic diversification across the region.

Material Geographic Concentration; Product Diversification: Cirsa
generates 38% of its revenue in Spain, and about 50% on an EBITDA
basis. This is partially mitigated by the nature of regulation in
Spain, where land-based gaming regulation is implemented at a
regional level, although online regulation is enforced on a
nationwide basis. Cirsa's product diversification is moderate, with
its online proposition skewed towards gaming and its land-based
proposition including casinos and gaming halls, supplemented by a
B2B business in Spain.

Moderate Regulatory and Fiscal Exposure: Fitch assumes continued
pressure from European gaming regulation over the medium term,
driven by a focus on responsible gaming and the moderation of
customer spending on gaming and sports betting, especially among
young adults. Fitch expects regulation to primarily focus on
iGaming and online sports betting and estimate that Cirsa will
continue to generate most of its Spanish revenue from land-based
operations, which Fitch views as less exposed to regulatory risks
over the medium term. Cirsa does not operate in dot-com markets,
and its LatAm exposure is limited to fully regulated markets,
reducing potential regulatory and fiscal risks.

PIK Notes Treated as Debt: Fitch views the EUR756 million 2030
payment-in-kind (PIK) notes (including accrued interest), issued by
LHMC Finco 2 S.a r.l. (holdco indirectly owning about 74% of
Cirsa's share capital), as debt. The notes' pay-if-you-can interest
payment feature, limited portability and maturity falling inside
the senior secured debt create potential refinancing risk and would
not prevent acceleration in the event of an inability to refinance
at maturity. Thus, Fitch treats the PIK notes as debt under its
Corporate Rating Criteria, despite their lack of direct recourse to
the senior secured restricted group. Including the PIK notes adds
0.9x to Fitch-defined EBITDAR net leverage.

Modest Leverage for Current Rating: Cirsa's modest leverage metrics
materially support its 'BB' rating. At end-2025, Cirsa's
Fitch-defined EBITDAR net leverage was 3.7x, leaving comfortable
headroom under on its debt capacity assessment. Fitch forecasts
this headroom to increase further, and Fitch expects EBITDAR net
leverage to improve towards 3.0x in 2028. However, this will also
depend on the evolution of its business profile, with growth in
scale supported by continuous improvement in geographic and product
segment diversification.

Healthy FCF Generation: Cirsa's strong profitability of about 35%
on an EBITDAR basis in 2025 translated into a solid FCF margin of
9.5%, which Fitch considers strong for the rating level. Fitch
estimates that the FCF margin will remain at 9%-10% over 2026-2029,
comfortably supporting medium-term capex intensity of about 10% and
dividends in line with company guidance. This high margin in its
forecast will allow Cirsa to fund bolt-on M&A activity with
internally generated cash flow. However, large or transformative
acquisitions would likely require additional funding and, if funded
by debt, could put pressure on Cirsa's rating.

Peer Analysis

Cirsa is well positioned at its 'BB' rating. It has a smaller scale
and higher geographic concentration on an EBITDAR basis than Entain
plc (BB/Negative) and Allwyn AG (BB/Stable), but these are balanced
by Cirsa's more conservative leverage, resulting the three issuers
having the same IDRs.

Cirsa's limited geographic diversification is slightly stronger
than that of Betclic Everest Group (BB-/Stable) and Meuse Bidco
S.A. (B+/Stable), which, in combination with its slightly stronger
leverage profile, justifies a one- and two-notch difference,
respectively.

Cirsa is substantially smaller and less diversified by both product
and geography than Flutter Entertainment plc (BBB-/Stable). These
business profile differences result in its rating being two notches
lower than Flutter's.

Fitch’s Key Rating-Case Assumptions

- Medium-single-digit growth in online and low-single-digit growth
in land-based EMEA markets, and about 10% growth in LatAm markets
in 2026

- Low-single-digit revenue growth in EMEA and mid-single-digit
revenue growth in LatAm throughout 2027-2029

- EBITDAR margin improving to 36.7% in 2026 from 35.4% in 2025, and
moderating to 35.5% by 2029

- Capex intensity of about 10% over 2026-2028, moderating to 8% in
2029

- FCF margin of about 10% in 2026-2029

- Dividends (excluding the portion considered interest on the PIK
notes) of EUR21 million in 2026, increasing to EUR70 million by
2029

- PIK notes issued outside the group treated as debt for leverage
and interest calculation purposes, with a total amount of about
EUR750 million added to debt

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+', Lower), sector characteristics
('bb-', Higher), market and competitive positioning ('bb',
Moderate), diversification and asset quality ('bb', Higher),
company operational characteristics ('bb', Moderate), profitability
('bbb', Moderate), financial structure ('bbb-', Lower), and
financial flexibility ('bb', Higher).

The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the latest historical
year 2025, 40% for the forecast year 2026 and 40% for the forecast
year 2027.

The Governance assessment of 'Good' has no impact.

The Operating Environment assessment of 'bbb+' 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'.

Recovery Analysis

Fitch rates Cirsa's senior secured notes - EUR375 million notes due
July 2028, EUR450 million due March 2029, EUR575 million due
October 2031 and EUR425 million due October 2032 - all ranking pari
passu, using its generic approach for 'BB' rating category issuers.
All instruments are issued by Cirsa Finance International Sarl. The
Recovery Rating is 'RR2', given adequate collateral and guarantor
coverage, resulting in a one-notch uplift to the instrument rating
at 'BB+'/'RR2'.

RATING SENSITIVITIES

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

- EBITDAR net leverage above 4.0x

- Low-single-digit FCF margin

- Aggressive financial policy, with debt-funded acquisitions or
consistently high shareholder distributions

- EBITDAR fixed-charge coverage below 3.0x, along with a reduced
liquidity buffer

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

- Consistent increase in scale, supported by greater geographic
diversification of revenue and operating profit, and healthy
revenue growth in both land-based and online segments

- Mid- to high-single-digit FCF margin

- EBITDAR net leverage trending towards 3.0x on a sustained basis

- EBITDAR fixed-charge coverage above 3.5x

Liquidity and Debt Structure

Fitch estimates that Cirsa had sound liquidity at end-March 2026,
with about EUR240 million of Fitch-calculated unrestricted cash,
excluding EUR78 million assumed unavailable for debt service. The
company's revolving credit facilities of EUR356 million were
largely undrawn as of end-March 2026.

Debt maturities comprise bonds maturating between 2028 and 2032,
with the nearest maturity in July 2028. In 2030, EUR756 million PIK
notes come due. Fitch expects the company to be cash generative,
with mid- to high-single-digit FCF over the rating horizon, which
supports its liquidity profile.

Issuer Profile

Cirsa is a leading gaming operator in Spain, Panama, Colombia and
the Dominican Republic, and a key player in Italy, Morocco and
other LatAm markets, including Mexico and Peru, operating
exclusively in fully regulated markets.

Date of Relevant Committee

10-Jun-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 Cirsa.

ESG Considerations

Cirsa has an ESG Relevance Score of '4' for Group Structure due to
the presence of material obligations outside the restricted group
that Fitch treats as debt, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

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

   Entity/Debt                   Rating             Recovery   
   -----------                   ------             --------   
Cirsa Finance
International S.a r.l

   senior secured          LT      BB+  New Rating    RR2

Cirsa Enterprises S.A.  

                           LT IDR  BB   New Rating


FT SANTANDER 11: S&P Assigns Prelim. BB(sf) Rating on E-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to Fondo
de Titulizacion Santander Consumo 11's Spanish consumer ABS class
A-1, A-2, B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes. At closing, FT
Santander Consumo 11 will also issue unrated class F notes.

The receivables were originated by Banco Santander, S.A., an
experienced issuer. Banco Santander was established in 1857, and is
the largest Spanish bank by assets.

The underlying collateral consists of Spanish unsecured consumer
loans originated by Banco Santander S.A. to retail private
individuals or self-employed individuals in Spain. The loans have
fixed interest rates and are fully amortizing through the payment
of constant monthly instalments.

FT Santander Consumo 11 will revolve for a period of eleven months
from closing. EUR300 million of initial proceeds will be deposited
in the principal account of the transaction and will be used to
purchase further receivables over the first two interest payment
dates (IPDs). The revolving period will terminate earlier if a
revolving period termination event occurs.

Once the transaction starts to amortize, collections received are
distributed monthly according to a combined priority of payments.
The class A to E-Dfrd notes pay pro rata from the first day of the
amortization phase. There are, however, performance triggers in
place, which will switch payment to a sequential order.

At closing, a liquidity reserve will be funded through the issuance
of the class F notes. The reserve is available to cure any
shortfalls on the senior fees, expenses, and interest on the class
A to E-Dfrd notes, so long as the class B-Dfrd to E-Dfrd notes'
interest is not deferred. The reserve is replenished before paying
principal and so does not provide credit enhancement.

A servicer event reserve will also be funded by Banco Santander
upon a downgrade below the required minimum required rating or a
replacement of the servicer, and is to be drawn for the sole
purpose of financing the servicer's fee.

The structure will benefit from a conditional replacement servicer
fee reserve, which we believe is sufficient to cover the costs of a
replacement servicer over the residual life of the transaction. The
reserve will be funded by Banco Santander if it ceases to have a
rating of at least 'A-'.

A combination of excess spread and subordination provides credit
enhancement. Commingling and setoff risks are fully mitigated, in
S&P's view.

The assets pay a monthly fixed interest rate, and the notes will
pay quarterly indexed to three-month Euro Interbank Offered Rate
(EURIBOR). The notes benefit from an interest rate swap to mitigate
the risk of potential interest rate mismatches between the
fixed-rate assets and floating-rate liabilities.

S&P said, "Our ratings address timely payment of interest and
ultimate payment of principal on the class A1 and A2 notes. Our
rating address the ultimate payment of interest and principal on
the class B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes until it becomes
the most senior notes, where it then will pay timely interest and
ultimate payment of principal (with previously unpaid interest due
at maturity of the respective class).

"The class A2 notes benefit from a guarantee from the European
Investment Fund. However, we did not give credit to this guarantee
in our analysis.

"We conducted additional sensitivity analysis to assess, all else
being equal, the effect of an increased gross default base case and
a lower recovery rate base case on our ratings on the notes. The
results of the sensitivity analysis indicate a deterioration of no
more than four notches on the notes, in line with our credit
stability criteria.

"Our structured finance sovereign risk criteria do not constrain
our preliminary ratings on the notes. We expect counterparty risk
to be adequately mitigated in line with our counterparty criteria.
We expect that the legal opinions at closing will adequately
address any legal and operational risk in line with our criteria."

  Preliminary ratings

  Class   Prelim rating*   Prelim amount (%)

  A-1        AAA (sf)       55.53
  A-2        AAA (sf)       22.22
  B-Dfrd     AA (sf)         6.75
  C-Dfrd     A (sf)          6.25
  D-Dfrd     BBB (sf)        4.25
  E-Dfrd     BB (sf)         5.00
  F          NR              2.50

*S&P's preliminary ratings address timely payment of interest and
ultimate payment of principal on the class A1 and A2 and ultimate
payment of interest and principal on the class B-Dfrd, C-Dfrd,
D-Dfrd and E-Dfrd notes until it becomes the most senior notes
where it then will pay timely interest and ultimate payment of
principal (with previously unpaid interest due at maturity of the
respective class).
NR--Not rated.


SANTANDER CONSUMO 11: Moody's Assigns (P)Ba3 Rating to Cl. E Notes
------------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to Notes to be
issued by SANTANDER CONSUMO 11, FONDO DE TITULIZACION:

EUR [ ]M Class A1 Floating Rate Asset Backed Notes due April 2042,
Assigned (P)Aaa (sf)

EUR [ ]M Class A2 Floating Rate Asset Backed Notes due April 2042,
Assigned (P)Aaa (sf)

Underlying Rating: Assigned (P)Aaa (sf)

Financial Guarantor: European Investment Fund (Aaa)

EUR [ ]M Class B Floating Rate Asset Backed Notes due April 2042,
Assigned (P)Aa1 (sf)

EUR [ ]M Class C Floating Rate Asset Backed Notes due April 2042,
Assigned (P)A1 (sf)

EUR [ ]M Class D Floating Rate Asset Backed Notes due April 2042,
Assigned (P)Baa2 (sf)

EUR [ ]M Class E Floating Rate Asset Backed Notes due April 2042,
Assigned (P)Ba3 (sf)

Moody's have not assigned a rating to the EUR [ ]M Class F Floating
Rate Asset Backed Notes due April 2042.

RATINGS RATIONALE

The transaction is a 12-month revolving cash securitisation of
Spanish unsecured consumer loans originated by Banco Santander,
S.A. (Spain) ("Santander") (A1/P-1; A2(cr)/P-1(cr)) to private
obligors residing in Spain. Santander also acts as servicer, swap
counterparty, collection account bank and issuer account bank
provider of the transaction.

The provisional portfolio consists of approximately EUR1,726.8
million of loans as of May 06, 2026 pool cut-off date. The weighted
average remaining maturity of the provisional portfolio is 5.8
years and the weighted average seasoning is 0.7 years. 69.08% of
the loans in this pool were used to finance living expenses, 7.24%
for home improvements and 7.25% for the purchase of vehicles. All
the loans are fixed-rate loans. Around 83.45% of the portfolio is
composed of pre-approved loans where the borrower was offered an
unsecured consumer loan up to a maximum amount without initiating
an application process. Pre-approved loans require the borrower to
be an active customer of Santander and meet a minimum behavioural
scoring. There will also be a pre-funding period of six months with
a pre-funding amount up to EUR300 million to purchase additional
assets.

The Reserve Fund is funded to 2.5% of the collateralised notes
balance at closing with the issuance of Class F Notes, and the
total credit enhancement for the Class A Notes (Class A1 notes and
Class A2 notes) is 24.75%.

The rating of Class A1 Notes, the underlying rating of Class A2
Notes, as well as the ratings of Classes B to E Notes, are
primarily based on the credit quality of the portfolio, the
structural features of the transaction, and its legal integrity. In
addition, the Class A2 Notes benefit from a first-demand guarantee
provided by the European Investment Fund (Aaa).

The transaction benefits from credit strengths such as the
granularity of the portfolio, securitisation experience of
Santander, a reserve fund sized at 2.5% of the total collateralized
notes balance at closing, and credit enhancement provided via
subordination of the Notes. However, Moody's notes that the
transaction features a number of credit weaknesses, such as (i) a
complex structure including interest deferral triggers for junior
notes, (ii) pro-rata payments on Classes A-E Notes from the first
payment date, (iii) twelve-months revolving period together with a
six-months pre-funding period, which could increase performance
volatility of the underlying portfolio, and (iv) the relatively
high linkage to Santander, which is acting as originator, servicer,
swap counterparty, account bank and paying agent. Various mitigants
have been put in place in the transaction structure, such as early
amortisation, sequential redemption triggers and strict eligibility
criteria on both individual loan and portfolio level.

Hedging: all the loans are fixed-rate loans, whereas the Notes are
floating-rate liabilities. As a result, the issuer is subjected to
a fixed-floating interest-rate mismatch. To mitigate the
fixed-floating rate mismatch, the issuer has entered into a swap
agreement with Santander. Under the swap agreement, (i) the issuer
pays a fixed-rate of []%, (ii) the swap counterparty pays 3M
Euribor, and (iii) the payments are based on a notional amount that
tracks the outstanding balance of the non-defaulted loans in the
portfolio.

Moody's analysis focused, among other factors, on: (i) an
evaluation of the underlying portfolio of loans at closing and the
incremental risk due to loans being added during the revolving and
pre-funding period; (ii) the historical performance information of
the total book and past Santander ABS transactions; (iii) the
credit enhancement provided by subordination, excess spread, and
the reserve fund; (iv) the liquidity support available in the
transaction, by way of principal to pay interest and the reserve
fund; and (v) the overall legal and structural integrity of the
transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 5.2%, expected recoveries of 15.0% and portfolio credit
enhancement ("PCE") of 18.0%. The expected mean default rate and
recoveries capture Moody's expectations of performance considering
the current economic outlook, while the PCE captures the loss
Moody's expects the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by us to calibrate its lognormal portfolio loss distribution curve
and to associate a probability with each potential future loss
scenario in the ABSROM cash flow model to rate Consumer ABS.

Portfolio expected mean default rate of 5.2% is in line with recent
Spanish consumer loan transaction average and is based on Moody's
assessments of the lifetime expectation for the pool taking into
account: (i) historic performance of the loan book of the
originator, (ii) performance track record on most recent Santander
Consumo deals, (iii) benchmark transactions, and (iv) other
qualitative considerations such us the revolving period and
pre-funding.

Portfolio expected recoveries of 15.0% are in line with recent
Spanish consumer loan average and are based on Moody's assessments
of the lifetime expectation for the pool taking into account (i)
historic performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative
considerations.

The PCE of 18.0% slightly higher than other Spanish consumer loan
peers and is based on Moody's assessments of the pool taking into
account the relative ranking to originator peers in the Spanish
consumer loan market and the presence of revolving and pre-funding.
The PCE of 18.0% results in an implied coefficient of variation
("CoV") of 39.40%.

The principal methodology used in these ratings was "Consumer Loan
Securitizations" published in May 2026.

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

Factors that would lead to an upgrade of the ratings include
significantly better than expected performance of the pool together
with an increase in credit enhancement of Notes.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
Santander; and (3) an increase in Spain's sovereign risk.




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

ALTERNATIFBANK: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Alternatifbank A.S.'s Long-Term
Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer Default
Ratings (IDRs) at 'BB-' with Stable Outlooks. Fitch has also
affirmed the bank's Viability Rating (VR) at 'b'.

Key Rating Drivers

Support-Driven IDR; Country Risks: Alternatifbank's IDRs are driven
by potential shareholder support, as reflected in its Shareholder
Support Rating (SSR). However, its LTFC IDR is constrained by
Turkiye's Country Ceiling of 'BB-', while its LTLC IDR also
considers Turkish country risks. The Stable Outlooks mirror those
on the Turkish sovereign (BB-/Stable).

The VR reflects the bank's limited franchise, high wholesale
funding, fairly weak FC liquidity and only adequate core
capitalisation buffers, as well as below-sector profitability.
These weaknesses are balanced by adequate earnings performance,
sound asset quality, a reasonable funding profile and ordinary
support from its parent.

Shareholder Support Capped: Alternatifbank's SSR considers
potential support from its parent, Qatar's The Commercial Bank
P.S.Q.C. (CBQ; A/Rating Watch Negative/bb+), primarily reflecting
reputational risks for CBQ, but also the bank's strategic
importance, integration and role within the group. The SSR is
constrained by Turkiye's Country Ceiling of 'BB-'.

Iran Conflict Increases Operating 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 normalisation and strengthening record of the
country's monetary policy. A prolonged conflict would likely pose
greater challenges to banks' financial and risk profiles through
higher-for-longer Turkish lira interest rates and inflation.

Limited Franchise: Alternatifbank's limited domestic franchise, at
well below 1% of market shares, results in limited pricing power.

Concentrated Loan Book: Alternatifbank's loan book is concentrated
by borrower, given its relatively small size and corporate focus.
The bank has started to grow its lending above the sector average
following the de-risking of its loan book. The share of FC loans
remains high, at 47%, heightening credit risk given that not all
borrowers are fully hedged against lira depreciation.

Below Sector-Average NPL Ratio: The non-performing loans (NPL)
ratio improved to 1.0% at end-1Q26 (end-2025: 1.2%), reflecting
relatively lower NPL generation, growth and, to a lesser extent,
write-offs, while total reserve coverage was 126%. Stage 2 loans
were 8% of gross loans (almost fully restructured). High borrower
concentrations, exposure to the higher-risk construction and real
estate sector (13% of gross loans), including shopping malls, and
still-high FC lending (47%) heighten credit risks. Fitch expects
the NPL ratio to increase towards 2% by end-2026, given higher
rates and slower economic growth.

Below Sector-Average Profitability: Operating profit fell to 2.2%
of risk-weighted assets (RWAs) in 1Q26 (sector: 4.6%) from 2.5% in
2025, driven by trading losses due to higher swap costs, increased
credit risk charges and pressure from operating expenses. Fitch
expects operating profit to be about 2% of RWAs in 2026, as loan
growth caps and pressure on operating expenses and cost of risk
remains. Performance remains sensitive to slower GDP growth,
macroeconomic and regulatory developments and asset-quality risks.

Adequate Core Capitalisation: The common equity Tier 1 (CET1) ratio
decreased to 8.4% at end-1Q26 (end-2025: 10.5%), reflecting the
removal of regulatory forbearance and higher operational RWAs. The
total capital ratio of 17.5% at end-1Q26 was supported by
additional Tier 1, which provides a partial hedge against lira
depreciation. Its view of capitalisation also considers ordinary
support from CBQ, given its record of capital support since 2018,
including CET1 and additional Tier 1. Fitch expects
Alternatifbank's CET1 ratio to remain at about 9% in 2026.

Mainly FC Wholesale Funded: Customer deposits comprised only 45% of
total non-equity funding at end-1Q26, reflecting high reliance on
wholesale funding (55% of total funding). As a result, the bank's
loans/deposits ratio was a high 155% at end-1Q26 (end-2025: 168%).
Fitch expects Alternatifbank's loans/deposits ratio to remain at
about current levels at end-2026. FC liquid assets covered over 50%
of FC debt due within one year at end-2025.

Rating Sensitivities

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

A downgrade of Turkiye's sovereign rating and a downward revision
of its Country Ceiling would lead to a downgrade of
Alternatifbank's SSR, leading to negative rating action on its
Long-Term IDRs. Alternatifbank's SSR is also sensitive to Fitch's
view of the shareholder's ability and propensity to provide
support.

The bank's VR is primarily sensitive to a weakening in the
operating environment and a sovereign downgrade. The VR could also
be downgraded due to an erosion of its core capitalisation, for
example, due to asset quality weakening, if not offset by ordinary
support from CBQ.

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

A positive change in Turkiye's LT IDRs would likely lead to similar
action on the bank's SSR and LT IDRs. An upward revision of
Turkiye's Country Ceiling could also lead to an upgrade of the
bank's SSR and LT IDRs.

A VR upgrade is primarily sensitive to stronger capital and FC
liquidity buffers, and stable earnings performance, combined with
an improving business profile.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Alternatifbank's Short-Term IDRs of 'B' are the only possible
option mapping to LT IDRs in the 'BB' category.

The National Rating is driven by shareholder support and is in line
with foreign-owned Turkish peers.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The bank's Short-Term IDRs are sensitive to multi-notch changes in
its LT IDRs.

The National Rating is sensitive to a change in the bank's LTLC IDR
and a change in its creditworthiness relative to that of other
Turkish issuers with a 'BB-' LTLC IDR.

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 asset quality score of 'b' is below the 'bb' category implied
score due to the following adjustment reason(s): concentrations
(negative).

The earnings & profitability score of 'b' is below the 'bb'
category implied score due to the following adjustment reason(s):
earnings stability (negative).

The capitalisation & leverage score of 'b' is below the 'bb'
category implied score due to the following adjustment reason(s):
historical and future metrics (negative).

Public Ratings with Credit Linkage to other ratings

Alternatifbank's ratings are linked to its parent CBQ's LT IDR.

ESG Considerations

The ESG Relevance Score for Management Strategy of '4' reflects an
increased regulatory burden on all Turkish banks. Management's
ability across the sector to determine their own strategy and price
risk is constrained by the regulatory burden as well as by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on the bank's credit
profile and is relevant to the bank's ratings in combination 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
   -----------                          ------            -----
Alternatifbank 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           b   Affirmed   b
                       Shareholder Support bb- Affirmed   bb-


BURGAN BANK: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Burgan Bank A.S.'s (BBT) Long-Term
Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer Default
Ratings (IDRs) at 'BB-' with Stable Outlooks. Fitch has also
affirmed the bank's Viability Rating (VR) at 'b'.

Fitch has assigned BBT LTFC and LTLC IDRs (xgs) of 'B+(xgs)'. The
ex-government support (xgs) ratings exclude assumptions of
extraordinary government support from BBT's support-driven IDRs,
given that the bank's parent, Burgan Bank K.P.S.C. (BBK;
A/Stable/bb), has a LT IDR driven by support from the Kuwaiti
authorities. Fitch has also assigned BBT Short-Term (ST) FC and
STLC IDRs (xgs) in accordance with the bank's respective LTFC and
LTLC IDRs (xgs) and Fitch's ST rating mapping.

Key Rating Drivers

Support-Driven IDRs: BBT's IDRs are driven by potential shareholder
support from its parent, BBK, as reflected in its Shareholder
Support Rating (SSR). However, its LTFC IDR is constrained by
Türkiye's Country Ceiling of 'BB-', while its LTLC IDR considers
country risks. The Stable Outlooks mirror that on the Turkish
sovereign (BB-/Stable).

BBT's 'b' VR reflects the bank's adequate earnings performance, and
reasonable asset quality and funding profile, despite high
wholesale funding and fairly weak FC liquidity coverage, as well as
ordinary support from its parent. The VR also considers BBT's
limited franchise and weak core capitalisation buffers.

SSR Constrained: BBT's 'bb-' SSR considers potential support from
BBK, reflecting primarily reputational risk, given common branding
and legal commitments as well as the integration and support
record. The SSR is constrained by Turkiye's Country Ceiling of
'BB-'.

Iran Conflict Increases Operating 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 normalisation and strengthening record of the
country's monetary policy. A prolonged conflict would likely pose
greater challenges to banks' financial and risk profiles through
higher-for-longer Turkish lira interest rates and inflation.

Small Domestic Franchise: BBT provides universal banking services
in Turkiye with a market share of less than 1% of total assets at
end-1Q26, resulting in limited competitive advantages. The bank
also actively invests in its digital offering to improve its access
to the retail subsector and widen its customer base.

Concentrated Loan Book: BBT's loan book is concentrated by
borrower, given the bank's relatively small size and corporate
focus. The bank has been growing slightly faster than the sector in
recent years, following the de-risking of its loan book through
recoveries on problem loans. The share of FC loans remains high, at
50%, which heightens credit risk given that not all borrowers are
fully hedged against lira depreciation.

Below Sector Stage 3 Ratio: BBT's impaired loans/gross loans ratio
has slightly deteriorated but remains below the sector average
(end-1Q26: 1.1%; end-2025: 1.0%; sector: 2.7%). Stage 2 loans
(11.6% of gross loans), loan concentration and FC lending
(end-1Q26: 50%) increase asset-quality risks. Impaired loan reserve
coverage remained above 100% (end-1Q26: 121%), and free provisions
were 0.3% of gross loans. Fitch expects the impaired loans ratio to
deteriorate to 1.7% by end-2026, in line with the sector, due to
higher lira rates and inflationary pressures.

Below Sector-Average Profitability: BBT's operating
profit/risk-weighted assets (RWAs) ratio fell to 1.7% in 1Q26
(sector: 4.6%) from 2.3% in 2025, largely due to higher operating
expenses and declined net interest margins (NIMs; 1Q26: 5.9%; 2025:
6.9%). Performance remains sensitive to slower GDP growth,
macroeconomic and regulatory developments and asset-quality risks.
Fitch expects the operating profit/RWAs ratio to remain around its
current level at end-2026.

Weak Capitalisation; Ordinary Support: BBT's common equity Tier 1
(CET1) ratio fell to 7.7% at end-1Q26 (end-2025: 8.8% net of
forbearance) mainly due to higher operational risk charges
following Turkish banks' adoption of the basic indicator approach,
the impact of currency depreciation and growth. Fitch expects the
CET1 ratio to remain around these levels by end-2026 through
internal capital generation. Its assessment also considers ordinary
support from BBK.

Leverage remains high, as reflected in an equity/assets ratio of
6.6% end-1Q26 (sector: 8.7%). The total capital ratio of 13.0% is
supported by FC-denominated additional Tier 1 and Tier 2 debt from
BBK, which provides a partial hedge against lira depreciation.
Pre-impairment operating profit (1Q26: 4.4% of average gross loans,
annualised) and free provisions (0.2% of RWAs) provide only limited
loss-absorption buffers.

High Wholesale Funding; Ordinary Support: Deposits comprised only
43% of total non-equity funding at end-1Q26, of which 46% were in
FC, creating risks to FC liquidity. Wholesale funding made up 57%
of funding, although parent funding (13% of funding) mitigates
these risks. The loans/deposits ratio was a high 154% at end-1Q26,
and Fitch expects it to remain at about current levels at end-2026.
FC liquid assets covered only 33% of FC debt due within one year at
end-1Q26, as the bank shifted its FC funding mix away from costly
FC deposits towards third-party borrowings to benefit from pricing
advantages. Its assessment also considers ordinary support from
BBK.

Rating Sensitivities

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

A downgrade of Turkiye's sovereign rating and a downward revision
of its Country Ceiling would lead to a downgrade of BBT's SSR,
leading to negative rating action on its LT IDRs. BBT's SSR is also
sensitive to its view of the bank's shareholder's ability and
propensity to provide support.

The bank's VR could be downgraded if its capital buffers over
regulatory minimum ratios fall below 50bp, with no prospects for a
timely and sustained recovery.

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

An upgrade of the bank's LT IDRs and SSR would require a Turkish
sovereign rating upgrade.

A VR upgrade is primarily sensitive to a sustainable improvement in
the bank's business profile and earnings performance, combined with
a strengthening of the bank's capital and FC liquidity buffers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The bank's 'AA(tur)' National Rating is driven by shareholder
support and is in line with that of foreign-owned peers in
Turkiye.

The ST IDRs of 'B' are the only possible option mapping to the LT
IDRs in the 'BB' category.

BBT's ex-government support ratings exclude assumptions of
extraordinary government support from its parent, BBK. The LTFC and
LTLC IDRs (xgs) of 'B+(xgs)' are notched down twice from BBK's LT
IDR (xgs) of 'BB(xgs)', based on shareholder support notching
considerations. The STFC and STLC IDRs (xgs) of 'B(xgs)' are mapped
to the bank's LTFC and LTLC IDRs (xgs), respectively.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

BBT's LTFC and LTLC IDRs (xgs) are sensitive to changes in its
parent bank's LT IDR (xgs) and Fitch's shareholder support notching
considerations. The STFC and STLC IDRs (xgs) are sensitive to
changes in BBT's LTFC and LTLC IDRs (xgs), respectively.

The National Rating is sensitive to a change in the bank's LTLC IDR
and a change in its creditworthiness relative to that of other
Turkish issuers with a 'BB-' LTLC IDR.

The bank's ST IDRs are sensitive to multi-notch changes in its LT
IDRs.

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 asset quality score of 'b' is below the 'bb' category implied
score due to the following adjustment reason(s): concentrations
(negative).

The earnings & profitability score of 'b' is below the 'bb'
category implied score due to the following adjustment reason(s):
earnings stability (negative).

Public Ratings with Credit Linkage to other ratings

BBT's ratings are linked to those of its parent, BBK.

ESG Considerations

BBT has an ESG Relevance Score for Management Strategy of '4',
reflecting an increased regulatory burden on all Turkish banks.
Management's ability across the sector to determine their own
strategy and price risk is constrained by the regulatory burden as
well as by the operational challenges of implementing regulations
at the bank level. This has a moderately negative impact on the
bank's credit profiles and is relevant to the bank's ratings in
combination 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
   -----------                       ------               -----
Burgan Bank 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           b       Affirmed    b
                    Shareholder Support bb-     Affirmed    bb-
                    LT IDR (xgs)        B+(xgs) New Rating
                    ST IDR (xgs)        B(xgs)  New Rating
                    LC LT IDR (xgs)     B+(xgs) New Rating
                    LC ST IDR (xgs)     B(xgs)  New Rating


DUNYA KATILIM: Fitch Assigns 'B-' LongTerm IDRs, Outlook Positive
-----------------------------------------------------------------
Fitch Ratings has assigned Dunya Katilim Bankasi A.S. (DKB) a
Long-Term (LT) Foreign-Currency (FC) and Local-Currency (LC) Issuer
Default Ratings (IDRs) of 'B-' with Positive Outlooks and a
Viability Rating (VR) of 'b-'. It also assigned the bank a National
Long-Term Rating of 'BBB-(tur)' with Positive Outlook.

Key Rating Drivers

Standalone Creditworthiness Drives Ratings: DKB's LT IDRs and
National Long-Term Rating are driven by its standalone strength, as
reflected by its 'b-' VR. The VR reflects the bank's early stage,
developing participation banking franchise and business model, and
evolving risk frameworks. It also reflects the bank's above average
sector profitability and competitive advantages in the gold banking
segment.

The bank's 'B' Short-Term IDRs are the only possible option for LT
IDRs in the 'B' rating category.

Iran Conflict Pressures Operating Environment: Fitch considers
macroeconomic stability risks and external financing pressures to
have risen following the outbreak of the Iran conflict. This has
led to a marked fall in Turkiye's international reserves since the
start of the war. A prolonged conflict would likely pose greater
challenges to banks' financial and risk profiles through
higher-for-longer Turkish lira rates and inflation.

Early-Stage, Developing Franchise: DKB is a participation bank that
begun its operations in 2024. The bank is owned by Ahlatci Holding,
a Turkish conglomerate with operations mainly in precious metals,
finance and energy. Its ultimate key beneficiary is a private
individual. DKB has rapidly expanded since its establishment,
mainly through retail consumer-focused digital franchise, and
targets rapid growth to continue in the near term. The bank also
identified its niche in gold banking, supporting its customer
acquisition, both in financing portfolio and funding.

Evolving Risk Controls: Due to its short record of operations,
DKB's risk control and underwriting framework are still evolving.
Fitch expects the models and standards to develop. Due to its small
size, concentrations are high as the 25 largest cash borrowers
constituted 29% of gross financings at end-1Q26. Fitch expects
concentrations to reduce with growth, while effectiveness of risk
controls and underwriting models are yet to be tested.

Low Problem Financings: The bank has a non-performing financings
(NPF) ratio of 0.9% at end-1Q26, which has worsened from 0.7% at
end-2025, reflecting seasoning of the rapidly grown financings
portfolio in 2025. Notably, the financings book only grew by 2.8%
in 1Q26 (sector: 7.9%), reflecting management's cautious approach
despite a high growth appetite. Fitch expects the NPF ratio to
worsen to around 1.8% at end-2026, reflecting sector-wide asset
quality pressures.

Above Sector Average Profitability: DKB's operating
profit/risk-weighted assets ratio remained high at 15.1% at
end-1Q26 (2025: 6.3%), driven by a strong profit share margin
(1Q26: 14.6%; 2025: 12.8%). The bank's high share of gold deposits
(48% of total deposits) and high share of current accounts (42%)
support the profit share margins. Trading income is also strong
considering the bank's gold trading franchise. Fitch expects the
operating profit/risk-weighted assets ratio to be around 7.9% in
2026, and normalise at 6.7% in 2027.

Capitalisation Pressured by Growth: DKB's common equity Tier 1
(CET1) ratio of 14.9% at end-1Q26 (end-2025: 15.7%; net of
forbearance) is adequate and stronger than sector and peer
averages. As a participation bank, DKB benefits from a 50%
reduction in risk-weighting on assets financed by profit-share
accounts. Fitch estimates this to have resulted in an uplift of
about 350bp to its end-1Q26 CET1 ratio.

Leverage is moderate, as reflected in an equity/assets ratio of
9.5% at end-1Q26 (sector average: 8.7%). NPFs are fully covered by
total reserves, while pre-impairment operating profit (end-1Q26:
equal to a high 10% of average gross financing) provides an
additional buffer. Fitch expects the CET1 ratio to remain around
current levels at end-2026, helped by solid internal capital
generation.

Deposit Funded Bank: Deposits constituted 89% of end-1Q26
non-equity funding. The deposit franchise is supported by the
bank's gold banking operations. Fitch estimates FC liquidity was
sufficient to cover around 15% of FC deposits at end-1Q26. Fitch
expects the bank to ramp up wholesale external funding as the
business model matures. Fitch expects gross loans/customer deposits
ratio to remain around 70% at end-2026 and end-2027.

Rating Sensitivities

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

The bank's LT IDRs are mainly sensitive to a downgrade of the VR.

The VR could be downgraded due to a sustained weakening in
financial performance, for example, capital erosion due to
significant deterioration of asset quality and profitability. It
could also be downgraded due to a weakening of the bank's
governance structure.

The Short-Term IDRs are sensitive to negative changes in the LT
IDRs.

DKB's National Rating is sensitive to a negative change in the
bank's creditworthiness relative to other rated Turkish issuers in
LC.

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

The bank's LT IDRs are mainly sensitive to an upgrade of the VR.

A VR upgrade would require a sustained improvement in the bank's
franchise and a record of adequate risk management in the context
of rapid growth, while maintaining moderate leverage and healthy
profitability metrics.

The ST IDRs are sensitive to positive changes in their respective
LT IDRs.

The National Rating is sensitive to positive changes in the LTLC
IDR and its creditworthiness relative to other Turkish issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

DKB's Government Support Rating (GSR) of 'no support' reflects
Fitch's view that support from the Turkish authorities cannot be
relied on, given the bank's small size and limited systemic
importance.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

An upgrade of the GSR is unlikely given DKB's limited systemic
importance and franchise.

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 & profitability score of 'b' is below the 'bbb'
category implied score due to the following adjustment reason(s):
earnings stability (negative).

The capitalisation & leverage score of 'b-' is below the 'bb'
category implied score due to the following adjustment reason(s):
risk profile and business model (negative).

Date of Relevant Committee

09-Jun-2026

ESG Considerations

DKB's ESG Relevance Score for Management Strategy of '4' reflects
an increased regulatory burden on all Turkish banks. Management
ability across the sector to determine their own strategy and price
risk is constrained by regulatory burden and also by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on DKB's credit
profile and is relevant to the ratings in combination with other
factors.

The bank's ESG Relevance Score of '4' for Governance Structure
reflects its Islamic banking nature, whereby its operations and
activities need to comply with sharia principles and rules,
entailing additional costs, processes, disclosures, regulations,
reporting and sharia audit. This has a negative impact on DKB's
credit profile and is relevant to the ratings in conjunction with
other factors. The ESG Relevance Score of '4' for Governance
Structure also reflects its view of heightened key-person risk and
ownership concentration linked to the bank's key beneficiary owner,
as well as its still-developing governance structure. These risks
are relevant to the rating in combination with other factors.

DKB has an ESG Relevance Score of '3' for Exposure to Social
Impacts, above sector guidance for an ESG Relevance Score of '2'
for comparable conventional banks. This reflects that Islamic banks
have certain sharia limitations embedded in their operations and
obligations, although it has only a minimal credit impact on
Islamic banks.

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           
   -----------                      ------           
Dunya Katilim
Bankasi A.S.      LT IDR             B-        New Rating
                  ST IDR             B         New Rating
                  LC LT IDR          B-        New Rating
                  LC ST IDR          B         New Rating
                  Natl LT            BBB-(tur) New Rating
                  Viability          b-        New Rating
                  Gov't Support      ns        New Rating


ODEA BANK: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Odea Bank A.S's Long-Term
Foreign-Currency (LTFC) and Long-Term Local-Currency (LTLC) Issuer
Default Ratings (IDRs) at 'BB-' with Stable Outlooks. Fitch has
also affirmed Odea's Viability Rating (VR) at 'b-'.

Key Rating Drivers

Support Drives IDRs: Odea's IDRs are driven by potential
shareholder support from its parent Abu Dhabi Developmental Holding
Company PJSC (ADQ; AA/Stable), as reflected in its 'bb-'
Shareholder Support Rating (SSR). However, Odea's LTFC IDR is
constrained by Turkiye's Country Ceiling of 'BB-', while its LTLC
IDR also considers country risks. The Stable Outlooks mirror that
on the Turkish sovereign rating (BB-/Stable).

Odea's 'b-' VR reflects its limited franchise, vulnerable asset
quality, weak operating profitability and thin capital buffers, but
also a reasonable liquidity profile and the benefits of ordinary
support from ADQ.

SSR Constrained: Odea's 'bb-' SSR considers potential support from
ADQ, its 96% owner, primarily reflecting its record of support and
reputational risks for the parent. ADQ's ratings are equalised with
those of Abu Dhabi, given its important policy role as a holding
company of major strategic assets. The SSR is constrained by
transfer and convertibility risks, as reflected in Turkiye's
Country Ceiling of 'BB-'.

Conflict Pressures Operating Environment: Fitch considers
macroeconomic stability risks and external financing pressures to
have risen following the outbreak of the Iran war. This led to a
marked fall in Turkiye's international reserves since the start of
the war. A prolonged conflict would likely pose greater challenges
to Turkish banks' financial and risk profiles through
higher-for-longer Turkish lira rates and inflation.

Limited Franchise: Odea's market shares of sector assets, deposits
and loans were below 1% at end-1Q26, which results in very limited
competitive advantages and pricing power. The bank's restricted
access to capital and wholesale funding under its previous
ownership limited its operating profit generation, which Fitch
expects to improve under the new shareholding structure.

Rapid Growth: Loan growth picked up to 66% in 2025 (2024: 15%)
following the ownership change, despite loan growth caps. Credit
risks remain high due to high FC lending (end-1Q26: 54% of gross
loans) and material single-obligor concentrations. Interest-rate
risk also remains high.

Large Problem Loans: Odea's impaired loans ratio improved to 2% at
end-1Q26 (end-2024: 3.8%), underpinned by rapid loan growth and
limited inflows of new impaired loans. However, Stage 2 loans were
much higher at 20% of gross loans at end-1Q26, reflecting ongoing
challenges in the real estate and hospitality sectors in Turkiye.
Fitch expects Stage 3 loans to increase modestly in 2026, while the
Stage 2 loans ratio is likely to remain high, albeit lower than at
end-2025.

Weak Profitability: Odea's profitability metrics are weak, as
reflected in its narrow net interest margin (1Q26: 1.6%,
annualised; 2025: -0.1%) and negligible pre-impairment operating
profit (1Q26: 0.5% of average gross loans, annualised; 2025:
-9.2%). Fitch expects the net interest margin to improve moderately
by end-2026, but overall profitability to remain weak.

Thin Capital Buffers; Ordinary Support: The bank's common equity
Tier 1 ratio fell to 8% at end-1Q26 (end-2025: 11.3%) following the
withdrawal of regulatory forbearance on risk-weighted asset
calculation. However, Fitch expects the ratio to moderately improve
by end-2026, supported by continued support from ADQ, which
injected about USD150 million of fresh capital in 2025.

Mainly Deposit-Funded: Customer deposits dominate Odea's funding
profile (end-1Q26: 66% of non-equity funding), with a significant
share comprising precious metal deposits (34% of total deposits).
Wholesale funding mainly consists of short-term repo facilities
(20% of total funding) and subordinated debt maturing in 2027
(10%). Liquidity is underpinned by the bank's fairly small loan
book, as reflected in a 70% loan-to-deposit ratio at end-1Q26.

Rating Sensitivities

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

A downgrade of Turkiye's sovereign rating and a downward revision
of its Country Ceiling would lead to a downgrade of Odea's SSR,
leading to negative rating action on its Long-Term IDRs. Odea's SSR
is also sensitive to Fitch's view of the shareholder's propensity
to provide support.

Odea's VR could be downgraded following an erosion in the bank's
capital buffers, for example, due to a big deterioration in asset
quality or continued weak earnings performance insufficient to
compensate for the growth of risk-weighted assets, if not offset by
capital injections from the parent.

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

An upgrade of Turkiye's LT IDRs and upward revision of its Country
Ceiling would likely lead to a similar action on Odea's SSR and LT
IDRs.

Odea's VR could be upgraded if the bank's business profile and
earnings performance materially improve, while maintaining stable
asset-quality metrics, adequate capitalisation and a reasonable
risk profile.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Odea's subordinated notes are rated two notches below its LTFC IDR
anchor rating to reflect their subordinated status and Fitch's view
of a high likelihood of poor recoveries in a default. The notching
comprises two notches for loss severity and zero notches for
non-performance risk relative to the anchor rating. The LTFC IDR is
the anchor rating for the notes, as Fitch believes extraordinary
shareholder support would likely extend to the bank's subordinated
noteholders.

The bank's Short-Term IDRs of 'B' are the only possible option
mapping to LT IDRs in the 'BB' category.

Odea's National Long-Term Rating is underpinned by shareholder
support and is in line with those of other foreign-owned banks in
Turkiye.

Odea's LTFC and LTLC IDRs (xgs) are driven by and equalised with
the bank's VR.

The bank's Short-Term FC and LC IDRs (xgs) are mapped to its LTFC
and LTLC IDRs (xgs), respectively.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The subordinated debt rating will move in tandem with Odea's LTFC
IDR.

A change in the Short-Term IDRs would require a multi-notch change
of the respective Long-Term IDRs.

The National Long-Term Rating could be upgraded or downgraded if
Odea's creditworthiness strengthens or weakens, respectively,
relative to that of other Turkish issuers.

Odea's Long-Term IDRs (xgs) and Short-Term IDRs (xgs) will move in
tandem with the bank's VR.

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 asset quality score of 'b-' is below the 'bb' category implied
score due to the following adjustment reason(s): concentrations.

The funding & liquidity score of 'b-' is below the 'bb' category
implied score due to the following adjustment reason(s): deposit
structure (negative).

Public Ratings with Credit Linkage to other ratings

Odea's ratings are linked to those of ADQ.

ESG Considerations

Odea has an ESG Relevance Score for Management Strategy of '4',
reflecting the increased regulatory burden on all Turkish banks.
Management's ability across the sector to determine their own
strategy and price risk is constrained by this regulatory burden as
well as by the operational challenges of implementing regulations
at the bank level. This has a moderately negative impact on banks'
credit profiles and is relevant to the ratings in combination 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
   -----------                      ------            -----
Odea Bank 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           b-      Affirmed  b-
                  LT IDR (xgs)        B-(xgs) Affirmed  B-(xgs)
                  Shareholder Support bb-     Affirmed  bb-
                  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)
   Subordinated   LT                  B       Affirmed  B


RONESANS GAYRIMENKUL: Fitch Affirms 'BB-' IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Turkish property company Ronesans
Gayrimenkul Yatirim A.S.'s (RGY) Long-Term Issuer Default Rating
(IDR) at 'BB-' with a Stable Outlook. Fitch has also affirmed RGY's
senior unsecured rating at 'BB-' with a Recovery Rating of 'RR4'.

The affirmation reflects RGY's dominant position in Türkiye's
constrained retail property market, where limited new supply
underpins high occupancy and above-inflation rental growth.

Tenants' turnover grew 38% in 2025, outpacing CPI, driven by
remodelling and repositioning activity and 142 store openings. Net
debt/EBITDA was a low 3.6x, and Fitch projects it will remain below
3.5x absent material acquisitions.

GIC Private Limited's full exit from the joint venture (JV) by May
2026 prompted a transition to Fitch's Parent and Subsidiary Linkage
(PSL) Rating Criteria, under which Fitch assesses RGY as a stronger
subsidiary of Rönesans Holding, (RH) resulting a one-notch IDR
uplift above the parent's consolidated profile. This reflects the
separation of board composition, financing and cash management,
while financing restrictions limit upstream value extraction.

Key Rating Drivers

Supply Constraints Reinforce Dominance: RGY holds 11 of about 140
shopping centres above 35,000 sqm in Türkiye, underpinning
dominant catchment-area positions that are structurally insulated
from new competition. Its 12-asset portfolio outperformed the
market by an average of 4% in monthly footfall growth in 2025, with
portfolio occupancy at 99%. This operational strength is supported
by a constrained supply environment: total retail gross leasable
area (GLA) in Türkiye has had minimal growth since the 2018 peak
in physical stores, with the number of shopping centres declining
as inflation-driven construction costs continue to suppress new
development.

Active Leasing Underpins Growth: Tenants' turnover grew by an
average of 38% in 2025, outpacing CPI of 35%. The above-inflation
uplift was driven by remodelling and repositioning activity through
new lettings, while lease renewals tracked broadly in line with
inflation. Releasing activity across 142 store openings also
generated EUR14 million of incremental rental uplift. At Maltepe
Park, the introduction of new food-and-beverage concepts enhanced
the dining proposition, broadening the asset's appeal to nearby
office occupiers and supporting footfall growth. At Kozzy,
occupancy rose to 99% at end-2025 (end-2024: 89%), supported by a
new leisure and food-and-beverage offering.

Turnover Rents Amplify Returns: With RGY's base rents (67% of total
rental income), already indexed to CPI, the additional 33% derived
from turnover rents serves a complementary but distinct purpose:
capturing incremental upside from outperforming tenants while
enabling faster income adjustment in the rapidly shifting Turkish
inflationary environment. The absence of break options supports
income visibility. Where tenant strength has yet to be shown,
management retains the flexibility to sign one-year leases,
preserving the ability to reassess terms as trading records are
established. At end-2025, the weighted average lease duration was
about 4 years.

Maltepe Project Progresses: The Maltepe mixed-use development,
adjacent to Maltepe Park and Maltepe Piazza on Istanbul's Asian
side along the E-5 metro line, is advancing on its residential
component, with two office buildings and 25 retail units still
awaiting permits. Of the 229 residential units, 53 have been
delivered. Combined with the recently completed Nidapark Maltepe
(832 units) and Mesa Koz (280 units), this brings the total to
approximately 1,350 medium- to high-quality residential units in
the immediate area. Fitch expects these projects to drive higher
footfall and tenant sales, improving the tenant mix and reducing
cannibalisation risk at Maltepe Piazza.

GIC JV Stakes Acquired: GIC's decision to exit its Turkish JV real
estate ventures prompted RGY to acquire the remaining 50% interests
in Optimum İzmir (September 2025, GLA: 83,000 sqm, net operation
income EUR33.4 million, 100% occupancy) and Optimum Ankara
(November 2025, GLA: 39,000sqm, net operating income: EUR11.4
million, 99% occupancy), converting both into wholly owned
subsidiaries. RGY's pre-existing operational control over both
assets materially reduced execution risk and enabled rapid
integration.

FX Exposure Partially Hedged: At end-2025, 97% of RGY's debt
remained euro-denominated, with the rest in US dollars, while
revenue was primarily in Turkish lira, creating a structural FX
mismatch. Turnover rents provide a partial natural hedge by broadly
mirroring lira depreciation and inflation dynamics. However, this
hedge remains imperfect, and material EBITDA volatility in euro
terms persists under sharp lira depreciation scenarios. Management
does not plan to use currency swaps, as it expects more moderate
lira depreciation in the near term.

Leverage at Historic Low: RGY's leverage improved materially in
2025. Net debt/EBITDA declined to 3.6x (2024: 3.6x), reflecting
EBITDA growth against a debt base already reduced by 2024 IPO
proceeds, while EBITDA interest coverage strengthened sharply to
4.2x (end-2024: 2.1x; end-2023: 1.5x) on declining lira interest
rates. Net debt was EUR562 million, implying a loan-to-value of
about 16% against an appraised gross asset value of EUR3.5 billion,
which includes the effect of the IAS 29 inflationary accounting
uplift. Leverage remains low on a cash flow basis. Absent material
acquisitions, Fitch projects net debt/EBITDA to remain comfortably
below 3.5x over 2026-2029.

GIC Exit; PSL Applied: GIC fully exited RGY by May 2026, increasing
the free float to 25% and leaving RH as the sole controlling
shareholder with a 72.8% stake. With GIC's veto rights no longer in
effect, Fitch started using its PSL Rating Criteria, assessing RGY
as a stronger subsidiary. Fitch views legal ringfencing as open and
access and control as porous resulting in a one-notch IDR uplift
above the parent's consolidated profile.

Peer Analysis

RGY operates in a more volatile environment than most EMEA real
estate peers, which benefit from euro-linked leases that transfer
currency risk to tenants, such as NEPI Rockcastle N.V.
(BBB+/Stable) and Globalworth Real Estate Investments Limited
(BBB-/Stable).

Despite this, RGY has strengthened its market position as
competitors have withdrawn, achieving 99% occupancy and average
monthly footfall growth of 4% in 2025, exceeding pre-pandemic
levels. An occupancy cost ratio of 9.2% at end-2025 compares
favourably with peers. Turnover rents represent over 33% of RGY's
revenue, versus typically below 10% for EMEA peers, reflecting
Türkiye's inflationary environment and robust consumer spending.

Fitch’s Key Rating-Case Assumptions

Fitch's Key Assumptions Within Its Rating Case for the Issuer

- Rents to increase 26% in 2026, mainly driven by inflation,
increasing rents, and remaining JV acquisitions in 2026, before
slowing to 16%-18% during 2027-2029 on an expected slowdown in
inflation, based on Fitch's March 2026 Global Economic Outlook

- Low maintenance capex of about EUR5 million in 2026-2029

- Remaining capex to complete the Maltepe residential during
2026-2029

- Capex for the development of Maltepe office during 2026-2029

- Maltepe residential units sold during 2026-2029

- No office disposals from new developments

- Dividend payments from 2027 supported by Maltepe residential
disposals

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), access to capital ('bb',
Moderate), liability profile ('b+', Moderate), property portfolio
('bb', Higher), rental income risk profile ('bbb', Moderate),
profitability ('bb+', Moderate), financial structure ('a-', Lower),
and financial flexibility ('b+', Higher).

The quantitative financial subfactors are based on custom CRT
financial period parameters: 25% weight for the forecast year 2026,
50% for the forecast year 2027 and 25% for the forecast year 2028.

The Governance assessment of 'Good' has no impact.

The Operating Environment assessment of 'bb-' has no impact.

The SCP is 'bb-'.

To derive the Long-Term IDR:

Application of Fitch's PSL Rating Criteria results in a(n) bottom
up +1 approach.

Country Ceiling considerations apply and result in an adjustment of
0 notch(es).

RATING SENSITIVITIES

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

- Failure to address refinancing risk ahead of debt maturities,
including clarifying the expected currency, interest rate and tenor
of refinanced debt

- Further weakening of Turkish economic conditions, sharp
depreciation in the lira, or a downgrade of the sovereign rating

- Net debt/EBITDA above 7x over a sustained period

- Reduced headroom in secured debt covenants, leading to a breach
of covenants

- A 12-month liquidity coverage below 1x

- A downgrade of RH's rating that affects the stronger subsidiary
path under the PSL criteria

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

- Improvement in the financial access and financial flexibility
factor scores under the CRT

- Rental uplift above inflation

- RGY's Long-Term Foreign-Currency IDR is unlikely to be rated
above Turkiye's Long-Term Foreign-Currency IDR or its 'BB-' Country
Ceiling

Liquidity and Debt Structure

At end-2025, RGY held about TRY6.9 billion in cash, mainly
denominated in euros, excluding cash held at special-purpose
vehicles. Its only debt maturity in 2027 is a loan at Optimum
Istanbul, secured by a mortgage over the asset with a low
loan-to-value ratio of 36%. In April 2024, RGY raised TRY3.7
billion (USD114 million) through an IPO, which was partly used to
repay part of the related-party loan, with the remainder used to
complete 20% of the Maltepe office and residential project.

The group continues to fund the completion of the remaining project
through pre-sales, reducing sales-related risks and cash outflows.
At end-2025, 96% of debt was denominated in euros and the remainder
in dollars. The average remaining debt maturity was 3.2 years and
the average cost of debt was 6.4%.

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 RGY.

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
   -----------               ------           --------   -----
Ronesans Gayrimenkul
Yatirim A.S.

                       LT IDR BB-  Affirmed              BB-
   senior unsecured    LT     BB-  Affirmed    RR4       BB-


TURKLAND BANK: Fitch Affirms 'B-' LongTerm IDRs, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Turkland Bank A.S.'s (T-Bank) Long-Term
Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer Default
Ratings (IDRs) at 'B-' with Stable Outlooks.

Fitch has also affirmed T- Bank's Viability Rating (VR) at 'b-'.

Key Rating Drivers

Standalone Strength Drives IDRs: T-Bank's IDRs are driven by the
bank's standalone strength, as reflected by its 'b-' VR. T-Bank's
VR reflects its small size and limited franchise, improved but
still below sector-average asset quality, concentration risks,
volatile and modest profitability, as well as decreased
capitalisation.

Iran Conflict Pressures Operating Environment: Fitch considers
macroeconomic stability risks and external financing pressures to
have risen following the outbreak of the Iran conflict, leading to
a marked fall in Turkiye's international reserves since the start
of the war. A prolonged conflict would likely pose greater
challenges to banks' financial and risk profiles through
higher-for-longer Turkish lira interest rates and inflation.

Limited Franchise; Ownership Change: T-Bank has a nominal market
share (end-1Q26: below 0.1% of banking sector assets), resulting in
limited pricing power. Following the recent change in its
ownership, the bank plans to implement a strategic business
transformation aimed at expanding its operations, which can
increase its scale over time.

Concentration Risks: T-Bank's loans increased by 3% in 1Q26 (2025:
8%). Lending is largely short term to the corporate and commercial
segment. Single-name cash loan concentrations are high, partly
reflecting the bank's small asset base. FC loans accounted for 35%
of gross loans at end-1Q26 (sector: 36%). The bank plans to ramp up
and diversify lending, supported by planned capital injections and
investments in digital channels.

Impaired Loans Ratio Decreasing: T-Bank's impaired (Stage 3) loans
ratio continued to decline to 4.4% at end-1Q26 (end-2024: 5.3%),
due to net collections, but remained above the sector average of
2.7%, reflecting the bank's legacy asset quality weaknesses. Total
loan-loss allowances covered 49% of impaired loans at end-1Q26,
reflecting reliance on collateral.

Credit risks stem from loan concentration, FC lending, slowing
economic growth and high interest rates. Fitch expects the impaired
loans ratio to continue declining, supported by planned loan
expansion, but to remain above the sector average in the near
term.

Volatile Profitability: T-Bank's operating profit improved to 2.2%
of risk-weighted assets in 1Q26 (2025: 0.7%) but remained well
below the sector average (4.6%), due to trading losses and high
operating costs. Operating profit in 1Q26 was supported by the
cancellation of management fee expenses to Bankmed SAL (26% of
total operating income). Fitch expects operating profitability to
improve as the bank achieves greater scale.

Decreased Capitalisation: T- Bank's common equity Tier 1 (CET1)
ratio declined to 13.8% at end-1Q26 (end-2024: 20.3%), pressured by
lira depreciation, higher operational risk charges and reduced
internal capital generation. The total capital adequacy ratio was
13.9% at end-1Q26. Capital encumbrance by unreserved impaired loans
remained moderate at 13.6% of CET1. Fitch expects capitalisation to
improve significantly following a planned capital injection in the
near term.

Deposit-Funded: T-Bank is almost entirely funded by customer
deposits. The deposit base is concentrated, and the share of FC
deposits is high (end-1Q26: 55% of total customer deposits; sector:
41%), creating risks. The loans/deposits ratio was moderate at
58.5% at end-1Q26.

Rating Sensitivities

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

T-Bank's LT IDRs are primarily sensitive to changes in its VR.

T-Bank's VR could be downgraded due to a sustained deterioration in
its capitalisation, for instance if the CET1 ratio declines below
12%, for instance as a result of a material decline in
profitability or asset quality.

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

An upgrade of T-Bank's VR could stem from a material improvement in
its business profile through the successful execution of the
business transformation, resulting in sustainable profitability,
with a record of operating profit /risk-weighted assets above 1.25%
and a CET1 ratio close to 15%.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

T-Bank's 'B' Short-Term IDRs are the only possible option for its
LT IDRs in the 'B' rating category.

The National LT Rating of 'BB(tur)' reflects Fitch's view of the
bank's creditworthiness in LC relative to other Fitch-rated Turkish
issuers.

T-Bank's Government Support Rating of 'ns' reflects Fitch's view
that support from the Turkish authorities cannot be relied on,
given the bank's small size and limited systemic importance. In
Fitch's view, support from the bank's new private owner, while
possible, cannot be relied on.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

T-Bank's Short-Term IDRs are sensitive to changes to its LT IDRs.

The National LT Rating is sensitive to changes in T-Bank's LTLC IDR
and to its creditworthiness in LC relative to that of other
Fitch-rated Turkish issuers.

An upgrade of the Government Support Rating is unlikely, given
T-Bank's limited systemic importance and franchise.

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 & profitability score of 'b-' is below the 'bb'
category implied score due to the following adjustment
reason(s):earnings stability (negative).

The capitalisation & leverage score of 'b-' is below the 'bb'
category implied score due to the following adjustment
reason(s):size of capital base (negative).

The funding & liquidity score of 'b-' is below the 'bb' category
implied score due to the following adjustment reason(s):deposit
structure (negative).

ESG Considerations

The ESG Relevance Score for Management Strategy of '4' reflects a
regulatory burden on all Turkish banks. Management's ability across
the sector to determine their own strategy and price risk is
constrained by this regulatory burden as well as by the operational
challenges of implementing regulations at the bank level. This has
a moderately negative impact on the bank's credit profiles and is
relevant to the bank's ratings in combination 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
   -----------                        ------            -----
Turkland Bank A.S.   LT IDR           B-       Affirmed   B-
                     ST IDR           B        Affirmed   B
                     LC LT IDR        B-       Affirmed   B-
                     LC ST IDR        B        Affirmed   B
                     Natl LT          BB(tur)  Affirmed   BB(tur)
                     Viability        b-       Affirmed   b-
                     Gov't Support    ns       Affirmed   ns




=============
U K R A I N E
=============

FLOW COMMUNICATIONS: BTG Begbies Appointed as Administrators
------------------------------------------------------------
Flow Communications UK Limited was placed into administration in
the High Court of Justice, Court Number CR-2026-004241, and Julie
Anne Palmer and Andrew Hook of BTG Begbies Traynor (Central) LLP
were appointed as Joint Administrators on June 3, 2026.

The company specialized in information technology deployment
services.  The company's registered office and principal trading
address  is Units 1 - 3 Hilltop Business Park, Devizes Road,
Salisbury, Wiltshire, SP3 4UF.

The Joint Administrators can be contacted at:

    Julie Anne Palmer  
    Andrew Hook  
    BTG Begbies Traynor (Central) LLP  
    Units 1 - 3 Hilltop Business Park  
    Devizes Road, Salisbury  
    Wiltshire SP3 4UF  

Further details:

    Alternative contact: Yasemen Altinci  
    Email: yasemen.altinci@btguk.com  
    Tel: 01722 435190  
    Email: salisbury@btguk.com  




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

AGETUR (U.K.): S&W Partners Appointed as Administrators
-------------------------------------------------------
Agetur (U.K.) Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number CR-2026-000833.
Adam Harris, Clare Lloyd (both of S&W Partners LLP), and Mark
Reynolds of Valentine & Co appointed as Joint Administrators on
June 1, 2026.

The company traded as Agetur UK and operated in the construction of
other civil engineering projects not elsewhere classified.  The
Company's registered office is 2 Crossways Business Centre,
Bicester Road, Kingswood, Aylesbury, HP18 0RA.  The Company's
principal trading address is Unit 4, St. David's Court, Top Station
Road, Brackley, NN13 7UG.

The Joint Administrators can be contacted at:

     Adam Harris
     Clare Lloyd
     S&W Partners LLP
     c/o Restructuring Department
     45 Gresham Street
     London EC2V 7BG

       -- and --

     Mark Reynolds
     Valentine & Co
     Galley House
     Moon Lane
     Barnet
     Hertfordshire EN5 5YL

Further details:

     Alternative contact: Federica Casadei
     Tel: 020 4617 5500


AVIANCA MIDCO 2: Fitch Assigns 'B+' Rating on Senior Secured Bonds
------------------------------------------------------------------
Fitch Ratings has assigned Avianca Midco 2 PLC's proposed senior
secured bonds benchmark-sized a 'B+' rating with a Recovery Rating
of 'RR4'. Avianca Midco 2 PLC is a wholly owned subsidiary of
Avianca Group International Ltd. (Avianca), which will
unconditionally and irrevocably guarantee the issuance. Net
proceeds will be used to redeem in full the 2028 notes and the
tranche A-1 senior notes and for general corporate purposes. Fitch
currently rates Avianca's Long-Term Foreign Currency and Local
Currency Issuer Default Ratings 'B+'. The Rating Outlook is
Stable.

Avianca's rating reflects the industry's high cyclicality risks and
the company's solid market position in Latin America, lean cost
structure, moderate leverage and good liquidity position. These
strengths are tempered by limited financial flexibility given weak
unencumbered asset base. The new bond issuance will lower
medium-term refinancing risk after Avianca prepays its 2028 notes.

Key Rating Drivers

Solidifying Business Strategy: Avianca has been optimizing its
network and product offering to boost profitability amid more
balanced market dynamics. The company has rationalized domestic
capacity in Colombia, with continued network optimization. Avianca
launched 13 new international routes during 2025, with a footprint
of 162 routes across 83 destinations. Management aims to maintain a
leading position in its strategic markets of Colombia, Central
America, and Ecuador. Avianca has been expanding its international
presence and business class offer across the network to increase
premium revenue.

Medium-term challenges for Avianca include maintaining strong
operating margins in a more competitive environment and/or under
different fuel price cycles while maintaining its adequate credit
profile.

Diversified Regional Market Position: Avianca's business model
combines a solid brand with one of the largest operations in Latin
America. The company's sound international routes, cargo operations
and loyalty program support adequate business diversification.
Avianca's flexible business model has allowed it to rotate capacity
within the region and maintain solid load factors around 80%-82%
over the past few years.

During the LTM period ended March 30, 2026, around 41% of Avianca's
revenue distribution was from Colombia, 20% from North America, 13%
from Central America, 15% from South America and 11% from Europe.

Resilience in a Challenging Environment: Due to the higher jet fuel
price scenario, Fitch expects Avianca to prioritize margin
protection through fare increases and other internal measures. The
company has been vocal about its strategy to pass-through around
60% of incremental fuel prices. Under Fitch's base case, jet fuel
prices average USD3.2 per gallon in 2026, with yields growing by
10%, supported by healthy traffic levels in the region and
Avianca's good market position. During periods of fuel price
volatility, Avianca operates derivative contracts. Currently, it
hedges around 90% of volume from Mar-May at a cap of USD2.45 per
gallon, and close to 100% Jun-Aug at USD4 cap.

Positive FCF: Fitch expects Avianca's operating cash flow (CFFO) to
continue to improve in 2026 due to solid traffic levels, better
yields, cost efficiencies, and capacity expansion. Fitch forecasts
adjusted EBITDAR of around USD1.5 billion in 2026 and USD1.6 in
2027, with EBITDAR margins around 23%-25%. Fitch expects FCF to be
positive after CFFO covers capex for fleet modernization and
growth, at USD85 million in 2026 and USD133 million in 2027. Fitch
assumes capex of USD560 million in 2026 and USD670 million in 2027.
As per the company's bond indenture limitations, Fitch does not
foresee shareholder returns in the short to medium term.

Manageable Credit Metrics: Fitch's base-case scenario forecasts
total and net EBITDAR leverage at 3.6x and 2.8x, respectively,
during 2026 and 2027. Fitch expects Avianca to remain cautious
regarding its inorganic growth strategy, as any M&A opportunities
would be led by its parent company, ABRA Group Limited (ABRA).

Improved Refinancing Exposure: The current bond issuance reduces
medium-term refinancing risk following prepayment of its tranche
A-1 senior secured notes, due 2028. The company aims to simplify
its capital structure as a performing carrier, removing restrictive
Chapter 11-era covenants, releasing guarantees and discharging
collateral. Fitch expects the company will maintain solid cash
balances, with cash/LTM revenue of 15%-20% (18% in March 2026).
Avianca's liquidity position is enhanced by an undrawn USD200
million RCF due in November 2027.

Above-Average Industry Risks: The high-risk airline sector is
cyclical and capital-intensive due to structural challenges, as
well as being prone to exogenous shocks. High fixed costs combined
with swings in demand and fuel prices typically translate into
volatile profitability and cash flows. Exposure to foreign exchange
fluctuations for Latin America competitors constitutes an
additional risk, as costs are mostly in U.S. dollars and a large
part of the company's cash flows are in local currency. For
Avianca, this risk is somewhat mitigated by its international
operations (85% of capacity).

Peer Analysis

Avianca's rating is below LATAM Airlines Group S.A.'s (BB/Positive)
due to relatively higher leverage and weaker market diversification
and financial flexibility. Avianca's business and credit profile is
stronger than GOL Linhas Aereas Inteligentes S.A.'s
(CCC+/Positive), a sister company also owned by Abra. Avianca is
more diversified, has a stronger capital structure and a higher
liquidity position.

Fitch expects Avianca's net leverage to remain moderate at 2.6x and
2.5x in 2026 and 2027, respectively. Fitch forecasts LATAM's total
and net adjusted leverage/EBITDAR ratios at around 2.3x and 1.4x
during 2026, with robust cash balances (cash plus RCF to LTM
revenues on average above 25%).

Relative to North American peers, Avianca's rating is lower due to
structural and financial factors. American Airlines, Inc.
(B+/Stable), United Airlines, Inc. (BB+/Stable), and Air Canada
(BB/Stable) all benefit from significant scale, global route
networks, relatively lower leverage, stronger liquidity, and
greater access to capital markets.

Fitch’s Key Rating-Case Assumptions

- Fitch's base case during 2026 and 2027 includes an increase in
available seat kilometers to 73,000 and 77,000 respectively;

- Load factors around 81% during 2026-202;

- Steady cargo operations;

- Jet fuel ranging around USD3.2 in 2026 and USD2.7 in 2027;

- Capex of USD560 million in 2026 and USD670 million in 2026;

- No dividend distributions.

Corporate Rating Tool Inputs and Scores

Avianca Group International Limited

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, Lower), Market and Competitive Positioning (bb-, Moderate),
Diversification and Asset Quality (bb, Moderate), Company
Operational Characteristics (bb-, Moderate), Profitability (bb+,
Moderate), Financial Structure (bb-, Higher), and Financial
Flexibility (bb-, Moderate).

- The quantitative financial subfactors are based on standard CRT
financial period parameters: 20% weight for the latest historical
year 2024, 40% for the forecast year 2025 and 40% for the forecast
year 2026.

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

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

- The calibration adjustment applies and results in an adjustment
of -1 notch(es).

- The SCP is 'b+'.

To derive the IDR:

- Fitch has made no adjustment to the SCP resulting in an FC and LC
IDR of 'B+'.

Recovery Analysis

The recovery analysis assumes Avianca would be considered a going
concern (GC) in bankruptcy and the company would be reorganized
rather than liquidated. Fitch has assumed a 10% administrative
claim.

Avianca's GC EBITDA is USD500 million which incorporates EBITDA
post-pandemic, adjusted by lease expenses, plus a discount of 20%.
This correlates to an average of USD561 million during 2016-2019,
reflecting intense volatility in the airline industry in Latin
America. The GC EBITDA estimate reflects its view of a sustainable,
post-reorganization EBITDA level upon which Fitch bases the
valuation of the company. The enterprise value (EV)/EBITDA multiple
applied is 5.5x, reflecting Avianca's strong market position in
Colombia, Central America and Ecuador.

Fitch applies a waterfall analysis to the post-default enterprise
valuation based on the relative claims of the debt in the capital
structure. The debt waterfall assumptions consider the company's
total debt. These assumptions result in a Recovery Rate for the
secured debt within the 'RR1' range, but due to the soft cap of
Colombia at 'RR4', Avianca's senior secured debt is rated
'B+'/'RR4'.

RATING SENSITIVITIES

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

- Dividend distributions eroding the company's credit metrics;

- Liquidity deterioration to cash LTM revenues below 15%;

- Gross and net leverage ratios consistently above 4.0x and 3.5x,
respectively;

- EBITDA fixed-charge coverage sustained at or below 1.8x;

- Competitive pressures leading to severe loss in market share or
yield deterioration;

- Aggressive growth strategy leading to a consolidation movement
financed with debt.

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

- Total and net leverage below 3.5x and 3.0x, respectively, on a
sustainable basis.

- Sound business strategy within Avianca's main markets' air
traffic, supported by healthy yields and load factors;

- Ability to maintain a strong cost structure, with adjusted
EBITDAR margins above 25% on a sustainable basis across varying
fuel price environments;

- Maintenance of a strong liquidity position (cash/LTM revenue
consistently above 20%) and a well-spread debt amortization profile
with no major refinancing risks in the medium term;

- EBITDAR fixed-charge coverage sustained at or above 2.5x;

- ABRA's ability to improve its capital structure and refinancing
exposure, reducing pressures on Avianca per dividends upstream.

Liquidity and Debt Structure

Avianca has maintained a solid liquidity position that is strong
for the rating category. As of March 30, 2026, Avianca had around
USD1.0 billion in cash and cash equivalents, compared with USD515
million of short-term debt. During the same period, Avianca's total
debt was USD5.3 billion, and was mainly composed of USD2.7 billion
of leasing obligations, USD0.4billion of exchange notes due 2028,
USD1 billion of secured notes due 2030 and USD0.8 billion of
secured notes due 2031.

Avianca's cash position of USD1.0 billion is sufficient to cover
maturities until mid-2028. Avianca's liquidity position is further
strengthened by an undrawn revolving credit facility due 2027 in
the amount of USD200 million.

Issuer Profile

Avianca is the leading airline in Colombia, Ecuador and Central
America, with one of the largest operations in Latin America.
Avianca operates passenger and cargo transportation, with
international operations representing 83% of total capacity.

Date of Relevant Committee

27-Feb-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 Climate.VS for 2035 for Avianca is 50, indicating an elevated
risk. This reflects the gradually growing costs linked to the
decarbonization of the sector. Climate transition risks do not have
a material influence on airline ratings at present because the
potentially disruptive changes due to transition are unlikely to
materialize in the next eight to ten years.

Any potential future impact on the rating may differ from the
illustrative rating impact in the Climate.VS framework, reflecting
the evolution of Fitch's assessment of the global risks, action the
entity might take to adapt to or mitigate the exposure, and any
other relevant factors.

For more detailed, sector-specific information on how Fitch
perceives climate-related transition risks, see Climate
Vulnerability Signals for Non-Financial.

ESG Considerations

Avianca has an ESG Relevance Score of '4' for Group Structure due
to its relatively new and larger airline operational group (ABRA),
which has a negative impact on the credit profile and is relevant
to the rating in conjunction with other factors.

Avianca has an ESG Relevance Score of '4' for Governance Structure
due to ABRA's aggressive financial policies of late, 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.

   Entity/Debt             Rating           Recovery   
   -----------             ------           --------   
Avianca Midco 2 PLC

   senior secured       LT B+  New Rating    RR4


BAEMS LIMITED: Francis Clark Appointed as Joint Administrators
--------------------------------------------------------------
BAEMS Limited, trading as Bristol Ambulance, was placed into
administration in the High Court of Justice, Business and Property
Courts of England and Wales, Insolvency and Companies List, No.
003817 of 2026, with Nicholas James Harris and Lucinda Clare
Coleman of Francis Clark LLP appointed as Joint Administrators on
May 22, 2026.

The company specialized in private ambulance services.  The
registered office is Centenary House, Peninsula Park, Rydon Lane,
Exeter, Devon, EX2 7XE.  The principal trading address is Jacwyn
House, No.1 Kings Park Avenue, St Philips, Bristol, BS2 0TZ.

The Joint Administrators can be contacted at:

     Nicholas James Harris  
     Lucinda Clare Coleman  
     Francis Clark LLP  
     Centenary House  
     Peninsula Park  
     Rydon Lane  
     Exeter, Devon EX2 7XE  

Further details:

     Contact: Dan Ott  
     Email: Dan.Ott@pkf-francisclark.co.uk  
     Tel: 01392 667000  


BEACON PARK: PKF Littlejohn Appointed as Joint Administrators
-------------------------------------------------------------
Beacon Park Boats Limited was placed into administration in the
High Court of Justice, Business and Property Courts of England and
Wales, Insolvency and Companies List (ChD), No. 004320 of 2026.
Paul Williams and Oliver Collinge of PKF Littlejohn Advisory
Limited appointed as Joint Administrators on June 5, 2026.

The company operated as a canal boat holiday provider (other
reservation service activities not elsewhere classified).  The
company's registered office and principal trading address is The
Boathouse, Hillside Road, Llangattock, Crickhowell, Powys, NP8
1EQ.

The Joint Administrators can be contacted at:

     Paul Williams  
     PKF Littlejohn Advisory Limited  
     30 Churchill Place  
     Canary Wharf  
     London E14 5RE  

     Oliver Collinge  
     PKF Littlejohn Advisory Limited  
     4th Floor  
     12 King Street  
     Leeds LS1 2HL  

Further details:

     Tel: 0161 515 9170  
     Email: beaconparkboats@pkf-l.com  



BRANDALLEY UK: BDO LLP Appointed as Joint Administrators
--------------------------------------------------------
BrandAlley UK 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-2026-004183, with Kiri Holland and Danny Dartnaill of BDO LLP
appointed as Joint Administrators on May 29, 2026.

The company specialized in other retail sale not in stores, stalls
or markets.

The registered office is Telephone House, 69-77 Paul Street,
London, EC2A 4NW (to be changed to c/o BDO LLP, 5 Temple Square,
Temple Street, Liverpool, L2 5RH).

The principal trading address is Prologis DC6, North Kettering
Business Park, Hipwell Road, Kettering, NN14 1UA.

The Joint Administrators can be contacted at:

   Kiri Holland
   BDO LLP
   55 Baker Street
   London W1U 7EU

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

Further details:

   Contact: Ellie McGovern
   Tel: 0151 305 5874
   Email: BRCMTLondonandSouthEast@bdo.co.uk


Contact: Ellie McGovern



COOMTECH LTD: PKF SC Advisory Appointed as Joint Administrators
---------------------------------------------------------------
Coomtech Ltd was placed into administration in the High Court of
Justice, Business and Property Courts in England and Wales,
Insolvency and Companies List, No. 004434 of 2026.  Dean Anthony
Nelson and Emily Louise Oliver of PKF SC Advisory Limited were
appointed as Joint Administrators on June 5, 2026.

The company specialized in clean technology development.  The
company's registered office is 330 High Holborn, Holborn Gate,
London, WC1V 7QH.  Its principal trading address is Building 1,
Adlington Mill, Water Street, Adlington, PR7 4EZ.

The Joint Administrators can be contacted at:

    Dean Anthony Nelson  
    Emily Louise Oliver  
    PKF SC Advisory Limited  
    Prospect House  
    1 Prospect Place  
    Derby, Derbyshire DE24 8HG  

Further details:

    Contact: William Tranter  
    Email: william.tranter@pkfsmithcooper.com  
    Tel: 01332 332021  


DURHAM MORTGAGE B: Fitch Affirms 'CCsf' Rating on Class X Notes
---------------------------------------------------------------
Fitch Ratings has affirmed Durham Mortgages B PLC notes. It has
also revised the Outlook on the class E notes to Stable from
Negative.

   Entity/Debt               Rating            Prior
   -----------               ------            -----
Durham Mortgages B PLC

   Class A XS2873487206   LT  AAAsf   Affirmed   AAAsf
   Class B XS2873491067   LT  AA+sf   Affirmed   AA+sf
   Class C XS2873487545   LT  A+sf    Affirmed   A+sf
   Class D XS2873487628   LT  BBB+sf  Affirmed   BBB+sf
   Class E XS2873488279   LT  BBsf    Affirmed   BBsf
   Class F XS2873489830   LT  B-sf    Affirmed   B-sf
   Class X XS2873490846   LT  CCsf    Affirmed   CCsf

Transaction Summary

Durham B is the second refinancing of first-lien residential
buy-to-let (BTL) mortgage loans originated in the UK by multiple
lenders. The asset pool was originally securitised in 2018 and
refinanced in 2021 under Durham Mortgages B PLC (which has the same
name as the current deal and was not rated by Fitch).

KEY RATING DRIVERS

Credit Enhancement and Defaults Rising: Reported repossessions have
been increasing since closing and made up 9.8% of the pool at April
2026 versus 7.3% at the last review. The majority of the increase
came from loans where a receiver has been appointed under the Law
of Property Act. Fitch assumes loans that are greater than 12
months in arrears to be defaulted in its modelling, therefore
assuming outstanding defaults of 11.8% of the total pool balance.

Sequential paydown of the notes has contributed to credit
enhancement build up that can withstand Fitch's stresses, leading
to the affirmations with Stable Outlooks. The Negative Outlook on
the class F notes reflects that they could be downgraded if
defaults continue to rise.

High Fees: The reported servicing fee has averaged around 0.9% of
the outstanding pool balance and is significantly higher than
expected. This is driven by the large number of arrears and
defaults in the pool, which require litigation fees and additional
work from the servicer and result in higher transactional charges.
High fees are limiting the available excess spread, which Fitch has
factored into its analysis. Despite the pressure on excess spread,
its analysis shows the class E notes are able to withstand the
stress, at their rating, leading to the revision of the Outlook to
Stable from Negative.

Transaction Adjustment: The pool comprises highly seasoned BTL
loans. Fitch analysed the pool using its BTL-specific assumptions,
applying a transaction adjustment factor of 1.5x to foreclosure
frequency (FF). The higher adjustment reflects the transaction's
historical performance, with the proportion of loans in arrears by
more than three months consistently underperforming Fitch's BTL
index.

Recovery Rate Cap Applied: The transaction has reported losses that
exceed Fitch's loss expectations based on the indexed value of the
properties in the pool. Fitch has therefore applied borrower-level
recovery rate (RR) caps to the BTL loans in the transaction, in
line with those applied to non-conforming loans, where the RR cap
is 85% at 'Bsf' and 65% at 'AAAsf'.

RATING SENSITIVITIES

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

The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing delinquencies and
defaults that could reduce credit enhancement available to the
notes. In addition, unexpected declines in recoveries could result
in lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries.

Fitch found that a 15% increase in the weighted average (WA) FF and
15% decrease of the WARR would imply the following:

Class A: 'AAAsf'

Class B: 'AA+sf'

Class C: 'Asf'

Class D: 'BB+sf'

Class E: 'B-sf'

Class F: below 'CCCsf'

Class X: 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 A: 'AAAsf'

Class B: 'AA+sf'

Class C: 'AA+sf'

Class D: 'A+sf'

Class E: 'BBBsf'

Class F: 'BB-sf'

Class X: 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.

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

ESG Considerations

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


EMERALD SALES: Milner Boardman Appointed as Administrator
---------------------------------------------------------
Emerald Sales Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Manchester,
Insolvency & Companies List (ChD), Court Number CR-2026-MAN-000868,
and Darren Brookes of Milner Boardman & Partners was appointed as
Administrator on June 5, 2026.

The company specialized in business support service activities.
Its registered office and  principal trading address is Old Hall
Farm, 19 Barnston Lane, Moreton, Wirral, Merseyside, CH46 7TN.

The Administrator can be contacted at:

    Darren Brookes  
    Milner Boardman & Partners  
    Grosvenor House  
    22 Grafton Street  
    Altrincham WA14 1DU  

Further details:

    Contact: Natasha Baldwin  
    Email: natashab@milnerboardman.co.uk  
    Tel: 0161 927 7788  


ETHICAL POWER: Interpath Appointed as Joint Administrators
----------------------------------------------------------
Ethical Power Group Limited (formerly Lynher Renewables 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-2026-004522.  Gareth Slater
and Nicholas Holloway of Interpath Ltd were appointed as Joint
Administrators on June 10, 2026.

The company specialized as a non-trading entity.  The company's
registered office is Interpath Ltd, 10 Fleet Place, London, EC4M
7RB.  The company's principal trading address is Unit 9
Dunchideock, Exeter, EX2 9UA.

The Joint Administrators can be contacted at:

     Gareth Slater  
     Nicholas Holloway  
     Interpath Ltd  
     10 Fleet Place  
     London EC4M 7RB  

Further details:

     Contact: Elena Caioni  
     Email: epglcreditors@interpath.com  


EURO EXCHANGE: Teneo Financial Appointed as Special Administrators
------------------------------------------------------------------
Euro Exchange Securities UK Limited was placed into special
administration in the High Court of Justice, Business and Property
Courts of England and Wales, Court Number CR-2026-004370.  Duncan
Perring and James Robert Bennett of Teneo Financial Advisory
Limited were appointed as Joint Special Administrators on June 11,
2026.

The company operated in financial intermediation.  The registered
office is c/o Teneo Financial Advisory Limited, The Colmore
Building, 20 Colmore Circus, Queensway, Birmingham, B4 6AT.  The
principal trading address is 107 Great Portland Street, London,
United Kingdom, W1W 9QG.

The Joint Special Administrators can be contacted at:

   Duncan Perring  
   James Robert Bennett  
   Teneo Financial Advisory Limited  
   The Colmore Building  
   20 Colmore Circus Queensway  
   Birmingham B4 6AT  

Further details:

   Tel: +44 121 619 0120  
   Email: EESUKCustomers@teneo.com  


GENONE CONSTRUCTION: Opus Restructuring Appointed as Administrators
-------------------------------------------------------------------
Genone Construction Ltd was placed into administration in the High
Court of Justice, Business and Property Courts in Birmingham,
Insolvency and Companies List (ChD), Court Number
CR-2026-BHM-000269, and Ben Stanyon and Adrian Dante of Opus
Restructuring LLP were appointed as Joint Administrators on June 1,
2026.

The company engaged in the development of building projects.  The
company's registered office is Amelia House, Crescent Road,
Worthing, West Sussex, United Kingdom, BN11 1RL.  Its principal
trading address is Worth Corner Business Centre, Turners Hill Road,
Crawley, RH10 7SL and Studio 1, Hever Castle Golf Club, Hever Road,
Hever, Kent, TN8 7NP.

The Joint Administrators can be contacted at:

     Ben Stanyon  
     Adrian Dante  
     Opus Restructuring LLP  
     Kestrel House  
     Knightrider Street  
     Maidstone  
     Kent ME15 6LU  

Further details:

     Alternative contact: Elena Sostar  
     Email: elena.sostar@opusllp.com  
     Email: ben.stanyon@opusllp.com  
     Email: adrian.dante@opusllp.com  


GOJOKO MARKETING: Interpath Appointed as Joint Administrators
-------------------------------------------------------------
Gojoko Marketing Ltd 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-2026-004469.  Robert Thomas Spence and Gareth Slater of
Interpath Ltd were appointed as Joint Administrators on June 9,
2026.

The company engaged in other business support service activities.
Its registered office is Interpath Ltd, 10 Fleet Place, London,
EC4M 7RB.  Its principal trading address is 30 Churchill Place,
London, England, E14 5RE.

The Joint Administrators can be contacted at:

    Robert Thomas Spence  
    Gareth Slater  
    Interpath Ltd  
    10 Fleet Place  
    London EC4M 7RB  

Further details:

    Tel: 0203 892 9352  


HAMBURG AND LONDON: Voscap Limited Appointed as Administrators
--------------------------------------------------------------
Hamburg and London Maritime Services 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-2026-004286, with Ian Lawrence Goodhew and Abigail
Shearing (both of Voscap Limited) appointed as Joint Administrators
on June 1, 2026.

The company operated in service activities incidental to water
transportation.  The company's registered office and principal
trading address is 97 Judd Street, Bloomsbury, London, England,
WC1H 9NE.

The Joint Administrators can be contacted at:

     Ian Lawrence Goodhew
     Abigail Shearing
     Voscap Limited
     20 North Audley Street
     Mayfair
     London W1K 6WE

Further details:

     Email: james.lowe@voscap.co.uk
            James Bury Lowe


HARBINGER SOLIHULL: Moorfields Appointed as Joint Administrators
----------------------------------------------------------------
Harbinger Solihull Developments Ltd 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-2026-004257.  Arron Kendall and Michael Solomons of
Moorfields were appointed as Joint Administrators on June 1, 2026.

The company specialized in property development.  The company's
registered office is Whiteleaf Business Centre, 11 Little Balmer,
Buckingham, MK18 1TF.  The company's principal trading address is
The Store Room, Shepherds Grn Road, The Green, Shirley, Solihull,
B90 4DY.

The Joint Administrators can be contacted at:

     Arron Kendall  
     Michael Solomons  
     Moorfields  
     82 St John Street  
     London EC1M 4JN  

Further details:

     Contact: Ben Pearce  
     Email: ben.pearce@moorfieldscr.com  
     Tel: 0207 186 1189  


LANDMARK FACADES: Begbies Traynor Tapped as Joint Administrators
----------------------------------------------------------------
Landmark Facades Ltd was placed into administration in the High
Court of Justice, Business and Property Courts of England and
Wales, Court Number CR-2026-004589.  Dominik Thiel-Czerwinke and
Jamie Taylor of BTG Begbies Traynor (Central) LLP and Jason
Callender of Panos Eliades Callender & Co were appointed as Joint
Administrators on June 11, 2026.

The company engaged in 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  

For further information, contact:

    Rosie Thurwood  
    Tel: 01702 467255  
    Email: SouthendTeamD@btguk.com  


LOGIC INVESTMENTS: Replacement Special Administrator Appointed
--------------------------------------------------------------
Logic Investments Ltd was placed in administration in the High
Court of Justice, Business and Property Courts of England and
Wales, Insolvency and Companies List (ChD), Court Number:
CR-2025-009050.  

Alexander Watkins and Edward George Boyle of Interpath Ltd was
appointed as administrators on January 16, 2026.  

Joshua Dwyer of Interpath Ltd was appointed as replacement special
administrator on June 5, 2026.

The company operated in security and commodity contracts dealing
activities and was authorised by the Financial Conduct Authority.
Its registered office is c/o Interpath Ltd, 10 Fleet Place, London,
EC4M 7RB.

The Replacement Special Administrator can be contacted at:

     Joshua Dwyer  
     Interpath Ltd  
     10 Fleet Place  
     London EC4M 7RB  

Further details:

     Email: LogicClients@interpath.com  
     Email: LogicCreditors@interpath.com  


MAROUSH GROUP: Oury Clark Appointed as Joint Administrators
-----------------------------------------------------------
Maroush Group Limited was placed into administration in the High
Court of Justice, Court Number CR-2026-004613.  Nick Parsk and
Carrie James of Oury Clark Chartered Accountants were appointed as
Joint Administrators on June 12, 2026.

The company operated as a licensed restaurant.  The registered
office is c/o Oury Clark Chartered Accountants, Herschel House, 58
Herschel Street, Slough, Berkshire, SL1 1PG.  The principal trading
address is Unit 5, McNicol Drive, London, NW10 7AJ.

The Joint Administrators can be contacted at:

     Nick Parsk  
     Carrie James  
     Oury Clark Chartered Accountants  
     Herschel House  
     58 Herschel Street  
     Slough  
     Berkshire SL1 1PG

Further details:

     Alternative contact: James Langston  
     Tel: 01753 551 111  
     Email: IR@ouryclark.com  


MILLENNIUM DOUGH: Quantuma Advisory Appointed as Administrators
---------------------------------------------------------------
Millennium Dough Company Limited was placed into administration in
the High Court of Justice, Business and Property Courts in Bristol,
Court Number CR-2026-004099.  Nicholas Charles Simmonds and Chris
Newell of Quantuma Advisory Limited were appointed as Joint
Administrators on June 8, 2026.

The company specialized in the manufacture of other food products.
The company's registered office is Unit 1 Cambridge House, Camboro
Business Park, Oakington Road, Girton, Cambridge, CB3 0QH (in the
process of being changed to 1st Floor, 21 Station Road, Watford,
Herts, WD17 1AP).  Its principal trading address is Unit 27 SEGRO
Park, Unit 27 Taunton Rd, Greenford, UB6 8UQ.

The Joint Administrators can be contacted at:

    Nicholas Charles Simmonds  
    Chris Newell  
    Quantuma Advisory Limited  
    1st Floor, 21 Station Road  
    Watford, Herts WD17 1AP  

Further details:

    Contact: Richard Sutcliffe    
    Email: richard.sutcliffe@quantuma.com  
    Tel: 07469 311101



P B AND H: KRE Corporate Appointed as Joint Administrators
----------------------------------------------------------
P B and H Ltd (trading as The Banbury Therapy Group) was placed
into administration in the High Court of Justice, Court Number
CR-2026-004402.  Paul Ellison and Chris Errington of KRE Corporate
Recovery Limited were appointed as Joint Administrators on June 5,
2026.

The company specialized in counselling and counselling training.
Its registered office is Unit 8, The Aquarium Building, King
Street, Reading, Berkshire, RG1 2AN.

The Joint Administrators can be contacted at:

     Paul Ellison  
     Chris Errington  
     KRE Corporate Recovery Limited  
     Unit 8  
     The Aquarium  
     1-7 King Street  
     Reading RG1 2AN  

Further details:

     Contact: Chloe Brown  
     Email: chloe.brown@krecr.co.uk  
     Tel: 01189 479090  


SILK DELTA: Aurora Recovery Appointed as Administrator
------------------------------------------------------
Silk Delta Trading 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-2026-001791.  Michael Howorth of Aurora Recovery was appointed
as Administrator on March 17, 2026.

The company specialized as an investment company.  Its registered
office and  principal trading address is 1 Charterhouse Mews,
Barbican, London, EC1M 6BB.

The Administrator can be contacted at:

    Michael Howorth  
    Aurora Recovery  
    The Waterscape  
    42 Leeds and Bradford Road  
    Leeds, West Yorkshire LS5 3EG  

Further details:

    Contact: Jack Pickard  
    Email: hello@aurorarecovery.co.uk  


SUPERFLOW MANAGEMENT: Oury Clark Appointed as Joint Administrators
------------------------------------------------------------------
Superflow Management Limited, trading as Maroush Battersea, was
placed into administration in the High Court of Justice, Court
Number CR-2026-004616.  Nick Parsk and Carrie James (both of Oury
Clark Chartered Accountants) were appointed as Joint Administrators
on June 12, 2026.

The company was a licensed restaurant.  Its registered office is
c/o Oury Clark Chartered Accountants, Herschel House, 58 Herschel
Street, Slough, SL1 1PG.

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:

   Alternative Contact: Emma Admans  
   Tel: 01753 551 111  
   Email: IR@ouryclark.com  


WELINK ENERGY: BDO Appointed as Joint Administrators
----------------------------------------------------
Welink Energy Portugal 2 (UK) 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-2026-004587, and Kirsty McMahon and Danny Dartnaill
of BDO LLP were appointed as Joint Administrators on June 11,
2026.

The company engaged in the production of electricity.  Its
registered office is 3 Hardman Square, Spinningfields, Manchester,
M3 3EB (to be changed to c/o BDO LLP, 5 Temple Square, Temple
Street, Liverpool, L2 5RH).

The Joint Administrators can be contacted at:

    Kirsty McMahon  
    BDO LLP  
    55 Baker Street  
    London W1U 7EU  

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

For further details contact:

    Rebecca Kelly
    Email: BRCMTLondonandSouthEast@bdo.co.uk


WHITESHAWS SURPLUS: Marshall Peters Appointed as Administrators
---------------------------------------------------------------
Whiteshaws Surplus Supplies Ltd was placed into administration in
the Business and Property Courts, No. CR-2026-MAN-000, with Lee
Morris and John Thompson of Marshall Peters appointed as Joint
Administrators on May 22, 2026.

The company engaged in non-specialised wholesale trade and data
processing and hosting.  The company's registered office is c/o
Marshall Peters Limited, Heskin Hall Farm, Wood Lane, Heskin,
Preston, PR7 5PA.  Its principal trading address is Unit 4, 141
Cheetham Hill Road, Cheetham Hill, Manchester, M8 8LY.

The Joint Administrators can be contacted at:

    Lee Morris  
    John Thompson  
    Marshall Peters  
    Heskin Hall Farm  
    Wood Lane, Heskin  
    Preston PR7 5PA  

Further details:

    Contact: Liv Roy  
    Email: livroy@marshallpeters.co.uk  
    Tel: 01257 452021  


ZEGONA GROUP: S&P Rates New Sr. Secured Notes and Term Loan B 'BB'
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the proposed
EUR2,483 million senior secured notes issued by Zegona Finance PLC
and the term loan B (TLB) issued by Zegona HoldCo Ltd. The '3'
recovery rating reflects its expectation of meaningful recovery
prospects (50%-70%; rounded estimate: 65%) for debtholders in the
event of a payment default.

In S&P's view, the proposed issuance will be neutral for the
group's credit metrics. The transaction is a like-for-like
refinancing that maintains existing debt levels while extending
maturities by approximately two years and is expected to reduce
annual interest expenses by up to EUR50 million. The proceeds are
intended to refinance EUR1,320 million in euro-denominated senior
secured notes, EUR748 million in U.S. dollar-denominated senior
secured notes, and a EUR1,665 million TLB, all maturing in July
2029.

Following the refinancing, the group's capital structure will
consist of senior secured notes issued by Zegona Finance PLC (a
wholly owned subsidiary of Zegona HoldCo Ltd.), alongside a new
term loan A, an extended TLB, and an extended revolving credit
facility (RCF) issued by Zegona HoldCo Ltd.

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P rates the proposed senior secured notes and TLB instruments
'BB', in line with the issuer credit rating on Zegona
Communications PLC.

-- The '3' recovery rating reflects S&P's expectations of 50%-70%
(rounded estimate: 65%) recovery for debtholders in a hypothetical
event of a payment default.

-- The recovery ratings are supported by the group's ownership of
fixed infrastructure and spectrum assets, which also back S&P's
valuation of the group at default. At the same time, they are
limited by the lack of direct pledges on the group's infrastructure
assets, and the fact that they rank in line with the proposed term
loan A.

-- In S&P's hypothetical default scenario, it envisions a
combination of increased competition between telecom providers
leading to lower subscribers and pressure on average revenue per
user, resulting in weaker profitability and free operating cash
flow.

-- S&P values Zegona as a going concern based on the company's
strong brand, sound market share in the consumer and corporate
segments, and sound asset ownership.

Simulated default assumptions

-- Year of default: 2031

-- Jurisdiction: Spain

-- Minimum capital expenditure: 6%

-- Cyclicality adjustment factor: 0% (standard sector assumption
for telecom and cable)

-- Operational adjustment: 10% (indicating about 50% decline from
reference EBITDA)

-- Emergence EBITDA after recovery adjustments: about EUR502
million

-- Implied enterprise value multiple: 6.0x

Simplified waterfall

-- Gross enterprise value at default: EUR3.0 billion

-- Net enterprise value after administrative costs (5%): EUR2.86
billion

-- Senior secured debt claims: EUR4.27 billion

-- Recovery rating: '3'

-- Recovery expectation: 50%-70% (rounded estimate: 65%)

*The senior RCF is assumed 85% drawn at the time of default. All
debt amounts include six months of prepetition interest.


ZENTIA LIMITED: Interpath Advisory Appointed as Administrators
--------------------------------------------------------------
Zentia Profiles Limited (formerly Worthington Armstrong U.K.
Limited and Filesymbol Limited) was placed into administration in
the High Court of Justice, Business and Property Courts in
Newcastle upon Tyne, Insolvency and Companies List, Court Number
CR-2026-NCL-000066.  William James Wright and James Ronald
Alexander Lumb of Interpath Advisory, Interpath Ltd were appointed
as Joint Administrators on June 8, 2026.

The company specialized in the manufacture of metal structures.
Its registered office and  principal trading address is Unit 401
Princesway Central Team Valley Trading Estate, Gateshead, NE11
0TU.

The Joint Administrators can be contacted at:

    William James Wright  
    James Ronald Alexander Lumb  
    Interpath Advisory, Interpath Ltd  
    60 Grey Street  
    Newcastle upon Tyne NE1 6AH  

Further details:

    Email: Zentia@interpath.com  



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed to
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