260708.mbx

260708.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Wednesday, July 8, 2026, Vol. 27, No. 135 Headlines D E N M A R K SAXO BANK: S&P Rates EUR100MM Subordinated Debt 'BB+' F R A N C E CHROME HOLDCO: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR DIOT-SIACI TOPCO: Fitch Affirms & Withdraws 'B' LongTerm IDR SEQUANS COMMUNICATIONS: AGM Rejects Employee Share Capital Increase G E R M A N Y FORTUNA CONSUMER 2026-2: Fitch Rates Class F Notes 'BB-(EXP)sf' I R E L A N D AVOCA CLO XXIII: S&P Affirms 'B-(sf)' rating on Class F Notes BLACKROCK EUROPEAN II: S&P Assigns B-(sf) Rating on Cl. F-R Notes CVC CORDATUS IV: S&P Assigns B-(sf) Rating on 2 Tranches JUBILEE CLO 2013-X: S&P Assigns B-(sf) Rating on Class F-R Notes JUBILEE CLO 2026-XXXIV: Fitch Assigns 'B-sf' Rating on Cl. F Notes JUBILEE CLO 2026-XXXIV: S&P Assigns B-(sf) Rating on Cl. F Notes TEXAS DEBT 2024-I: Fitch Assigns B-sf Final Rating on Cl. F-R Notes L U X E M B O U R G ADB SAFEGATE: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable BOLUDA TOWAGE: Fitch Assigns 'BB' LongTerm IDR, Outlook Positive ROSSINI SARL: Fitch Alters Outlook on 'B' LongTerm IDR to Positive WINTERFELL FINANCING: Fitch Keeps B- LongTerm IDR on Watch Negative N E T H E R L A N D S ACE HOLDINGS III: S&P Lowers ICR to 'B-', Outlook Stable SIGNATURE FOODS: S&P Affirms 'B-' LT ICR on Full Debt Refinancing S P A I N AUTO ABS SPANISH 2024-1: Fitch Affirms B+ Rating on Class E Notes T U R K E Y VESTEL ELEKTRONIK: Fitch Lowers IDR to 'CCC-', On Watch Negative U N I T E D K I N G D O M ARTEMIS INTERIOR: Opus Restructuring Appointed as Administrators B WOMACK: Clough Corporate Appointed as Administrators CHATSWORTH ROW: Creditors' Virtual Meeting Set for July 10 G2 HOUSING: KRE Corporate Appointed as Administrators MORGLAS ABS 2026-1: S&P Assigns Prelim. B-(sf) Rating on X Notes PURMO GROUP: Fitch Alters Outlook on 'B+' LongTerm IDR to Negative TYNTEC LIMITED: FRP Advisory Appointed as Administrators - - - - - ============= D E N M A R K ============= SAXO BANK: S&P Rates EUR100MM Subordinated Debt 'BB+' ----------------------------------------------------- S&P Global Ratings withdrew its ratings on Denmark-based Saxo Bank A/S' EUR2 billion euro medium-term note (EMTN) program at the issuer's request. S&P continues to rate two outstanding issuances drawn from the EMTN program: -- EUR150 million senior nonpreferred debt issuance maturing in March 2028 and rated at 'BBB-'; and -- EUR100 million subordinated debt issuance maturing in August 2034 and rated at 'BB+'. =========== F R A N C E =========== CHROME HOLDCO: Moody's Appends 'LD' Designation to 'Caa2-PD' PDR ---------------------------------------------------------------- Moody's Ratings has appended a limited default (LD) designation to Chrome HoldCo's (Cerba or the company) Caa2-PD probability of default rating, changing it to Caa2-PD/LD from Caa2-PD. The LD designation will remain in place until the company is no longer in default. There is no change to the company's Caa2 corporate family rating or the ratings on its debt instruments. The negative outlook is unaffected. The company missed an interest payment due on June 01 on its EUR525 million senior unsecured notes, which was not cured within the 30-business-day grace period ending on June 30. This constitutes a payment default under Moody's definitions. Cerba has entered into a consensual agreement with a majority of its lenders to support short-term liquidity while progressing on a broader debt restructuring. Moody's understands that the company is working with lenders to address its capital structure, with the agreement to defer interest payments representing an initial step in this process. Headquartered in Paris, Cerba was founded in 1967 as a specialty laboratory and expanded into routine testing and pharmaceutical research (clinical trials) testing in 2007. Cerba is a reference player in France and is also present in Belgium, Luxembourg, Italy and Africa, serving over 30 million patients each year. The company is majority owned by funds managed and advised by EQT Partners (56%), PSP (28%) and management (16%). DIOT-SIACI TOPCO: Fitch Affirms & Withdraws 'B' LongTerm IDR ------------------------------------------------------------ Fitch Ratings has affirmed Diot-Siaci Topco SAS' Long-Term Issuer Default Rating (IDR) at 'B' with Stable Outlook and withdrawn the rating. Fitch has also assigned Diot-Siaci Symphony Topco SAS a Long-Term IDR of 'B' with Stable Outlook. The ratings reflect Fitch's forecast that EBITDA leverage will improve towards 6.4x in 2026 (pro forma for acquisitions; 7.2x Fitch-defined EBITDA leverage on a reported basis) and return to 'B' rating sensitivities by 2026-2027. Fitch has withdrawn the rating of Diot-Siaci Topco SAS and the instrument rating of Diot-Siaci Bidco SAS following its reorganisation, with Diot-Siaci Symphony Topco as the new consolidated group. Key Rating Drivers Acquisitions, Dividends Drive Leverage: Fitch forecasts Fitch-defined EBITDA gross leverage will decrease to 7.2x (6.4x pro-forma for acquisitions) in 2026 and to 6.7x (6.2x) by end-2029, from 7.5x reported at end-2025 (7.2x). Solid organic growth and synergies should support deleveraging, although an aggressive financial policy, particularly debt-funded acquisitions or dividends, could keep leverage high. Reliance on acquisitions also increases execution risk, as illustrated by the underperformance and subsequent liquidation of Urios, a credit risk and receivables specialist that was acquired in late 2022. Fitch expects EBITDA interest cover to reach 2.5x in 2026 and improve to 2.8x in 2029, above its 2.5x negative threshold for the 'B' rating. Solid Growth, Stable Margin: Revenue grew 24.9% in 2025, largely driven by acquisitions. Organic revenue growth was close to 4% in 2025, driven by higher insurance rates for increased risk and by expansion in Africa and the MENA region. Fitch expects growth in the high single digits between 2027 and 2029, while growth in 2026 should be slightly lower, due to challenges in the trade finance market and in some geographies such as China. Fitch expects a Fitch-defined EBITDA margin of 25.7% in 2026, up from 24.6% in 2025, and to remain at 25%-26% for 2027-2029. FCF to Improve: Fitch forecasts Fitch-defined free cash flow (FCF) margins to improve gradually to the low single digits over 2027-2029, from close to neutral in 2026, supported by earnings growth. FCF was negative in 2025 because of high non-recurring costs, related to M&A and the reorganisation of the shareholding structure. Diot-Siaci benefits from highly recurring revenue and stable EBITDA margins for most of its business lines, but these are offset by cash interest payments and IT investments. Fitch also expects non-recurring cash outflows associated with restructuring and transformation activities to weigh on cash generation. Improved Diversification and Scale: Diot-Siaci generated 53% of its revenue in France in 2025, down from 68% in 2022, and Fitch expects the share of international revenue to continue growing as the company continues to extend its overseas footprint both organically and through acquisitions. It is also diversified by business line; contributions from corporate solutions, health and protection, international private medical insurance and reinsurance activities offset weaker trends in more cyclical activities, including credit, consulting, hotel/restaurant/catering and temporary workers. Resilient Business Model: Insurance brokers have been resilient to shocks, such as the Covid-19 pandemic, and Fitch expects the conflict in the Middle East to have a broadly neutral effect, with some negative impact from frozen products for which commercial production has not materialised being offset by higher premium rates for increased risk in the marine business. Brokers like Diot-Siaci may benefit from an environment where risk increases the need for tailored insurance cover. AI Risk Evolving: AI and new technologies could gradually increase automation and price transparency in parts of insurance distribution, which may affect the pricing power of intermediaries. Diot-Siaci mainly intermediates risks in certain B2B niches of the French corporate insurance market. Fitch sees lower disintermediation risks in France, with brokers adding value in specialised insurance. Fitch also believes Diot-Siaci is firmly positioned against this risk due to its limited exposure to the most commoditised segments of the market and its focus on more complex client needs, where human expertise and tailored advice remain important. Neutral Outlook in French Market: In non-life insurance, Fitch expects moderate premium growth and resilient underwriting profitability despite persistent claims inflation, weak economic growth, and increased climate risk retention. In health and protection, however, margins are likely to face greater pressure due to fiscal uncertainty. In life insurance, profitability should benefit from steady net inflows into savings and retirement products, although fiscal tightening and political instability could weigh on new business. Peer Analysis Diot-Siaci is smaller than UK-based Ardonagh Group Holdings Limited (B/Stable), which also has broader geographical diversification, while Diot-Siaci has close to half of its activity concentrated in France. Ardonagh maintains a higher leverage profile, driven by debt-funded acquisitions but does not pay any dividends. Both Diot-Siaci and Ardonagh have made considerable acquisitions and expanded to new countries, with margin improvements through cost savings. Revenue enhancement is key to supporting operating performance and deleveraging for both companies. Navacord Intermediate Holdings Inc. (B/Stable) is smaller and less diversified than Diot-Siaci, with operations limited to Canada. Like Diot-Siaci and Ardonagh, Navacord pursues an aggressive M&A strategy, but it faces even higher leverage and weaker interest coverage. Fitch's Key Rating-Case Assumptions - Revenue growth of about 4% in 2026 and CAGR 8.7% across 2026-2029, including M&A - Fitch-defined EBITDA margin averaging 26.1% across 2026-2029 - Minority dividends to average EUR18 million a year in 2026-2029 - Working capital outflow at 1.2% of revenue during 2026-2029 - Capex at 5.8% of revenue in 2026 and 6.1% between 2027 and 2029 - Bolt-on M&A, minority buyouts and annual earnout payments of EUR200 million a year between 2026 and 2029. Bolt-on M&A from 2026 at a conservative 11x EBITDA 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+', Lower), market and competitive positioning ('bb', Moderate), diversification and asset quality ('bb+', Moderate), company operational characteristics ('bb', Moderate), profitability ('b+', Moderate), financial structure ('b-', Higher), and financial flexibility ('b+', Moderate). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. B+ to CC considerations apply in its analysis and have no impact. The governance assessment of 'good' has no impact. The operating environment assessment of 'a+' has no impact. The SCP is 'b'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'B'. Recovery Analysis The recovery analysis assumes that Diot-Siaci would be reorganised rather than liquidated in a bankruptcy and remain a going concern in restructuring. This is because most of its value hinges on its brand, client portfolio and the goodwill of its relationships. Fitch assumes a 10% administrative claim in the recovery analysis. A restructuring may arise from structural market changes in France and abroad, including declines in the technical profitability of some business lines for insurers. This may affect commission pricing, jeopardising Diot-Siaci's profitability. After restructuring, it may be acquired by a larger company that can transition its clients to an existing platform, or see the discontinuation of certain business lines, reducing its scale. Its analysis assumes a going concern EBITDA of EUR255 million, increased from EUR225 million in its last review, after integration of M&A. This EBITDA assumes corrective measures have been taken. Fitch uses a multiple of 5.5x to calculate a post-restructuring enterprise valuation. Its waterfall analysis generated a ranked recovery in the 'RR3' band, after deducting 10% for administrative claims, indicating a 'B+'/'RR3' instrument rating for senior secured debt: Fitch includes Diot-Siaci's EUR33 million super senior ranking local facilities that are mainly borrowed within the restricted group, according to management. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Poor delivery of synergies and additional debt-funded acquisitions, resulting in EBITDA leverage above 7.0x on a sustained basis - EBITDA interest coverage below 2.5x - EBITDA margin declining towards 20%, due to stiff competition or more difficult operating conditions, including the slow integration of acquired companies - Neutral-to-volatile FCF margin for an extended period Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage consistently below 5.5x - EBITDA interest coverage trending to or above 3.5x - EBITDA margins at 25% or higher through the cycle - Successful integration and delivery of synergies, in line with management's plan, leading to improvements in leverage and profitability, including FCF margins at 5% or higher Liquidity and Debt Structure At end-2025, Diot-Siaci had EUR330 million of cash available and a fully undrawn EUR360 million revolving credit facility. Liquidity is supported by improving FCF and regular debt add-ons. Refinancing risk is manageable, due to improving performance and underlying deleveraging capacity. Diot-Siaci's TLB matures in 2032. Issuer Profile Diot-Siaci is a leading, medium-sized independent French B2B insurance brokerage group active in health, protection, international mobility, marine and property and casualty. Summary of Financial Adjustments Fitch-defined gross debt includes liabilities created from the commitment to buy out minority interest stakes for acquisitions. 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 Diot-Siaci. 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 ----------- ------ -------- ----- Diot-Siaci Symphony TopCo SAS LT IDR B New Rating Acropole Holding SAS senior secured LT B+ Affirmed RR3 B+ Diot-Siaci Symphony BidCo S.a.r.l. senior secured LT B+ New Rating RR3 DIOT-SIACI BidCo SAS senior secured LT WD Withdrawn B+ DIOT - SIACI TopCo SAS LT IDR B Affirmed B LT IDR WD Withdrawn SEQUANS COMMUNICATIONS: AGM Rejects Employee Share Capital Increase ------------------------------------------------------------------- Sequans Communications S.A. announced in a regulatory filing that at the combined ordinary and extraordinary meeting of shareholders, the Company's shareholders approved all of the proposals brought before the meeting, as described in the following Agenda, with the exception of the 16th proposal to approve a capital increase reserved for employees. The results are in line with the recommendations that were made by the Board of Directors. American Depositary Shares representing 1,499,359,900 ordinary shares of the Company, and 16,376 ordinary shares, together representing 1,499,376,276 ordinary shares in total (99.9% of the ordinary shares outstanding as of the record date), were voted at the meeting. Resolutions – Combined Ordinary and Extraordinary Meeting of Shareholders Ordinary Matters 1. Approval of the statutory financial statements for the year ended December 31, 2025 * For: 1,486,663,576 * Against: 1,432,600 * Abstain: 11,280,100 2. Approval of the consolidated accounts for the year ended December 31, 2025 *For: 1,497,707,076 *Against: 1,432,600 *Abstain: 236,600 3.Correction of the third resolution of the combined general meeting of June 30, 2025 – allocation to the legal reserve * For: 1,497,208,476 * Against: 1,842,900 * Abstain: 324,900 4.Appropriation of net profit for the year ended December 31, 2025 * For: 1,497,327,276 * Against: 1,845,000 * Abstain: 204,000 5. Agreements with related parties * For: 1,481,741,476 * Against: 17,436,200 * Abstain: 198,600 6. Approval of the compensation plan for non-executive directors * For: 1,495,287,776 * Against: 3,399,400 * Abstain: 689,100 7. Renewal of Ms. Maria Marced as director * For: 1,480,837,976 * Against: 18,227,900 * Abstain: 310,400 8. Acknowledgment of the end of the terms of Mr. Hubert de Pesquidoux and Mr. Yves Maitre as directors * For: 1,497,421,176 * Against: 1,782,700 * Abstain: 172,400 9. Appointment of the statutory auditor * For: 1,497,972,176 * Against: 1,140,300 * Abstain: 263,800 Extraordinary Matters 10. Issuance of stock subscription warrants to subscribe up to 25,000,000 ordinary shares (representing, to date, 250,000 ADS); establishing the conditions for exercising the stock warrants and adoption of an issuance agreement; revocation of shareholders' preemptive subscription rights in favor of Ms. Maria Marced Martin and Messrs. Jason Cohenour, Wesley Cummins, Richard Nottenburg, and Zvi Slonimsky; powers to be granted to the Board of Directors * For: 1,475,924,376 * Against: 21,661,900 * Abstain: 1,790,000 11. Authority delegated to the Board of Directors to issue stock subscription warrants reserved to a specific class of persons and revocation of shareholders' preemptive subscription rights in favor of such class * For: 1,477,059,576 * Against: 21,540,900 * Abstain: 775,800 12. Authorization granted to the Board of Directors to issue restricted free shares to employees and management of the Company and of its subsidiaries, and revocation of shareholders' preemptive subscription rights in favor of the holders of such restricted free shares; conditions attached to such authorization; powers to be granted to the Board of Directors * For: 1,443,183,476 * Against: 55,579,500 * Abstain: 613,300 13. Setting an overall ceiling of 150,000,000 ordinary shares (representing, to date, 1,500,000 ADS) for issues of stock subscription warrants and restricted free shares granted pursuant to resolutions 11 and 12 of this general shareholders' meeting * For: 1,495,032,276 * Against: 3,441,700 * Abstain: 902,300 14. Authority delegated to the Board of Directors to carry out a capital increase representing up to a maximum nominal amount of €7,500,000 by issuing shares and/or securities that confer rights to the Company's equity and/or to securities that confer the right to an allotment of debt securities, reserved to specific classes of persons and revocation of preemptive subscription rights in favor of such classes, and to amend the terms of any debt securities issued under this or prior delegations authorized by the shareholders * For: 1,466,275,376 * Against: 31,223,300 * Abstain: 1,877,600 15. Amendment of the by-laws to permit written consultation and voting by correspondence of directors * For: 1,495,881,876 * Against: 3,112,800 * Abstain: 381,600 16. Authority delegated to the Board of Directors to decide to increase the share capital by issuing shares reserved for employees and revocation of preemptive subscription rights in favor of such employees * For: 74,278,600 * Against: 1,422,947,076 * Abstain: 2,150,600 17. Powers and formalities * For: 1,496,184,476 * Against: 2,580,500 * Abstain: 611,300 Change in Company's Certifying Accountant At the Meeting in the Ninth Resolution, the shareholders approved the appointment of Forvis Mazars S.A. as the Company's independent public accounting firm for the fiscal years ending December 31, 2026 to December 31, 2031, with the mandate expiring with the annual shareholders' meeting in 2032. The six-year mandate is required by French law. Forvis Mazars S.A. replaces Ernst & Young Audit, whose term concluded effective June 30, 2026. The decision to change auditors was approved by the Audit Committee. Regarding the Outgoing Auditor -- Ernst & Young Audit: * The audit reports of Ernst & Young Audit on the Company's consolidated financial statements for each of the fiscal years ended December 31, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that the report for the inclusion of year ended December 31, 2025 included an explanatory paragraph on the Company's ability to continue as a going concern. * As defined in Item 16F(a)(1)(v) of the Instructions to Form 20-F, during the fiscal years ended December 31, 2024 and 2025, and through the effective date of the change, there were no disagreements between the Company and Ernst & Young Audit on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Ernst & Young Audit, would have caused Ernst & Young Audit to make reference to the subject matter of the disagreement in connection with its reports. * As defined in Item 16F(a)(1)(v) of the Instructions to Form 20-F, there were no "reportable events", except as it relates to the identification of material weaknesses in internal control over financial reporting as disclosed in Item 15.B of the Company's 2025 Annual Report on Form 20-F. Regarding the Incoming Auditor --Forvis Mazars S.A.: During the fiscal years ended December 31, 2024 and 2025, and through the date hereof, neither the Company nor anyone acting on its behalf consulted Forvis Mazars S.A. regarding: (i) either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements; and neither a written report was provided to the Company, nor oral advice was provided, that Forvis Mazars S.A. concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; (ii)or any matter that was the subject of a disagreement (as described in Item 16F(a)(1)(iv) of the Instructions to Form 20-F and the related instructions to this Item) or reportable event (as described in Item 16F(a)(1)(iv) of the Instructions to Form 20-F and the related instructions to this Item). About Sequans Communications Colombes, France-based Sequans Communications S.A. is a fabless semiconductor company that designs, develops, and markets integrated circuits and modules for 4G and 5G cellular IoT devices. Ernst & Young Audit, Sequans' independent registered public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies the audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that the Company has suffered recurring losses from operations, has a working capital deficiency, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. As of December 31, 2025, the Company had $243.6 million in total assets, $11.3 million in total non-current liabilities, $104.6 million total current liabilities, and $127.7 million in total equity. ============= G E R M A N Y ============= FORTUNA CONSUMER 2026-2: Fitch Rates Class F Notes 'BB-(EXP)sf' --------------------------------------------------------------- Fitch Ratings has assigned Fortuna Consumer Loan ABS 2026-2 DAC's class A to X notes expected ratings. The assignment of final ratings is contingent on the receipt of final documentation conforming to information already reviewed. Entity/Debt Rating ----------- ------ Fortuna Consumer Loan ABS 2026-2 DAC A1 XS3427502904 LT AAA(EXP)sf Expected Rating A2 XS3427503035 LT AAA(EXP)sf Expected Rating B XS3427503118 LT AA-(EXP)sf Expected Rating C XS3427503209 LT A(EXP)sf Expected Rating D XS3427503464 LT BBB-(EXP)sf Expected Rating E XS3427504355 LT BB+(EXP)sf Expected Rating X XS3427505246 LT BB+(EXP)sf Expected Rating F XS3427504942 LT BB-(EXP)sf Expected Rating G XS3427505089 LT NR(EXP)sf Expected Rating R1 XS3427505915 LT NR(EXP)sf Expected Rating R2 XS3427506053 LT NR(EXP)sf Expected Rating Transaction Summary Fortuna Consumer Loan ABS 2026-2 DAC is a true-sale securitisation of a 15-month revolving pool of unsecured consumer loans sold by auxmoney Investments Limited. The securitised consumer loan receivables are derived from loan agreements entered into between Süd-West-Kreditbank Finanzierung GmbH (SWK) and residents in Germany, brokered by auxmoney GmbH through its online lending platform. KEY RATING DRIVERS Reduced Loss Expectations: The selection of target borrowers being included in the transaction leads to a reduction of its default base case assumption, which is now in line with those of other Fitch-rated unsecured consumer loan transactions in Germany. Fitch views the credit score calculated by auxmoney as the key asset performance driver. Fitch assumes a lower weighted average (WA) default base case of 6.6%, compared with 7.25% in Fortuna 2026-1. This is due to lower concentrations at the high-risk end of auxmoney's score classes and a higher share of the best performing score classes. Fitch applied a WA default multiple of 4.3x at 'AAAsf' for the total portfolio, up from 4.2x. Fitch assumed a recovery base case of 30%, unchanged from the predecessor. Transaction Structure Adds Risk: The transaction features pro-rata amortisation among the class A to F notes and a 15-month revolving period. Both are subject to performance triggers, of which Fitch views the principal deficiency ledger as the most likely to be breached. Replenishment adds some uncertainty to asset performance, which has been reflected in its asset assumptions. Pro-rata amortisation can extend the life of the senior notes and expose them to adverse developments towards the end of the transaction's life. This has been accounted for in its cash flow modelling. Hedging Structure Exposed to Mismatches: Interest-rate risk is hedged with an interest-rate swap with a fixed schedule, in line with the predecessor. The actual amortisation profile of the portfolio and the hedged notes can differ substantially from the fixed schedule, depending on default rates, prepayments and the actual length of the revolving period. Back-loaded defaults can expose the structure to under-hedging, which reduces excess spread in an increasing interest rate environment. Bespoke Operational and Servicing Set-Up: auxmoney operates a data- and technology-driven lending platform that connects borrowers and investors on a fully digitalised basis. CreditConnect GmbH, a subsidiary of auxmoney, is the servicer, with some servicing duties being performed by SWK. In line with the previous transactions, no back-up servicer was appointed at closing. Nonetheless, Fitch believes the current set-up and the division of responsibilities between the two entities sufficiently reduce servicing continuity risk. Payment interruption risk is reduced by a liquidity reserve, which covers more than three months of senior expenses and interest on the class A to F notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Expected impact on the notes' ratings of increased defaults (class A/B/C/D/E/F/X) Increase default rates by 10%: 'AA+sf'/'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'BB-sf'/'BB+sf' Increase default rates by 25%: 'AAsf'/'Asf'/'BBB+sf'/'BB+sf'/'BB-sf'/'Bsf'/'BBsf' Increase default rates by 50%: 'A+sf'/'A-sf'/'BBB-sf'/'BBsf'/'B-sf'/'NRsf'/'B+sf' Expected impact on the notes' ratings of reduced recoveries (class A/B/C/D/E/F/X) Reduce recovery rates by 10%: 'AA+sf'/'AA-sf'/'Asf'/'BBB-sf'/'BB+sf'/'BB-sf'/'BB+sf' Reduce recovery rates by 25%: 'AA+sf'/'AA-sf'/'A-sf'/'BBB-sf'/'BBsf'/'BB-sf'/'BB+sf' Reduce recovery rates by 50%: 'AA+sf'/'A+sf'/'A-sf'/'BB+sf'/'BBsf'/'B+sf'/'BB+sf' Expected impact on the notes' ratings of increased defaults and reduced recoveries (class A/B/C/D/E/F/X) Increase default rates by 10% and reduce recovery rates by 10%: 'AA+sf'/'A+sf'/'A-sf'/'BB+sf'/'BBsf'/'BB-sf'/'BB+sf' Increase default rates by 25% and reduce recovery rates by 25%: 'AAsf'/'Asf'/'BBBsf'/'BBsf'/'B+sf'/'CCCsf'/'BBsf' Increase default rates by 50% and reduce recovery rates by 50%: 'Asf'/'BBBsf'/'BB+sf'/'Bsf'/'NRsf'/'NRsf'/'B-sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The class A notes are rated at the highest level on Fitch's scale and cannot be upgraded. Expected impact on the notes' ratings of reduced defaults and increased recoveries (class B/C/D/E/F/X) Reduce default rates by 10% and increase recoveries by 10%: 'AA+sf'/'A+sf'/'BBB+sf'/'BBB-sf'/'BBsf'/'BBBsf' Reduce default rates by 25% and increase recoveries by 25%: 'AAAsf'/'AAsf'/'Asf'/'BBB+sf'/'BBB-sf'/'A-sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. ============= I R E L A N D ============= AVOCA CLO XXIII: S&P Affirms 'B-(sf)' rating on Class F Notes ------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Avoca CLO XXIII DAC's class B-1 notes to 'AA+ (sf)' from 'AA (sf)', B-2 notes to 'AA+ (sf)' from 'AA (sf)', C notes to 'A+ (sf)' from 'A (sf)', and D notes to 'BBB+ (sf)' from 'BBB (sf)'. At the same time, S&P affirmed its 'AAA (sf)' ratings on the A-Loan and class A notes, 'BB- (sf)' rating on the class E notes, and 'B- (sf)' rating on the class F notes. The rating actions follow the application of S&P's global corporate CLO criteria, and its credit and cash flow analysis of the transaction based on the May 2026 trustee report. Since the transaction closed in June 2021: -- The weighted-average rating of the portfolio remains unchanged at 'B'. -- The portfolio has become more diversified, and the number of performing obligors has increased to 191 from 169. -- The portfolio's weighted-average life has decreased to 4.12 years from 5.22 years. -- The percentage of 'CCC'-rated assets has increased to 6.10% from 1.61%. -- The percentage of defaulted assets has increased to 0.56% from 0%. -- The liabilities decreased by EUR35.22 million, while the assets declined by EUR42.10 million, resulting in a EUR6.88 million loss, equivalent to 1.72% of the aggregate collateral balance since closing. -- Following the ongoing repayment of the class A-Loan and A notes, all the classes except D to F, are benefiting from higher credit enhancement since closing. Table 1 Credit enhancement Current Credit Credit enhancement Amount enhancement as of at closing Class (mil. EUR) May 2026 (%)* (June 2021; %) A-Loan 107.24 40.55 38.00 A 105.53 40.55 38.00 B-1 25.00 29.37 28.00 B-2 15.00 29.37 28.00 C 25.60 22.22 21.60 D 26.00 14.96 15.10 E 21.50 8.95 9.73 F 12.00 5.59 6.73 Credit enhancement = [Performing balance + cash balance + recovery on defaulted obligations (if any) – tranche balance (including tranche balance of all senior tranches)] / [Performing balance + cash balance + recovery on defaulted obligations (if any)]. *Based on the portfolio composition as reported by the trustee in May 2026. The scenario default rates (SDRs) have decreased for all rating scenarios primarily due to a lower weighted-average life since closing (4.12 years from 5.22 years). Table 2 Portfolio benchmarks SPWARF 2,954.32 Default rate dispersion 555.93 Weighted-average life (years) 4.12 Obligor diversity measure 152.00 Industry diversity measure 19.50 Regional diversity measure 1.21 SPWARF--S&P Global Ratings' weighted-average rating factor. On the cash flow side: -- The reinvestment period ended in October 2025. -- The class X notes have redeemed. The A-Loan and class A notes have a note factor of 85% and are redeeming. -- All coverage tests are passing as of the May 2026 trustee report. Table 3 Transaction key metrics Total collateral amount (mil. EUR)* 359.15 Defaulted assets (mil. EUR) 2.00 Number of performing obligors 191 Portfolio weighted-average rating B 'AAA' SDR (%) 61.29 'AAA' WARR (%) 36.91 *Performing assets plus cash and expected recoveries on defaulted assets. SDR--Scenario default rate. WARR--Weighted-average recovery rate. S&P said, "In our view, the portfolio is concentrated across industries and asset characteristics but diversified across obligors. "In our credit and cash flow analysis, we considered the cash balance of approximately EUR17.23 million, as reported in the May 2026 trustee report. We also considered the average level of available principal proceeds from the last two payment date reports and the amount of principal proceeds used to both reinvest and deleverage the notes (EUR58.75 million). We therefore considered a base-case cash flow scenario where the principal cash is used to redeem the rated notes. "As the manager activity for this deal is volatile since the end of the reinvestment period, we also analyzed scenarios that incorporated the full amount of principal cash to be reinvested or used to deleverage. "Our base-case credit and cash flow analysis indicates that the available credit enhancement for the A-Loan and class A and E notes is sufficient to withstand the stresses that we apply at their current ratings. We therefore affirmed our 'AAA (sf)' ratings on the A-Loan and A notes, and our 'BB- (sf)' rating on the class E notes. "Our credit and cash flow analysis indicates that the available credit enhancement for the class F notes is insufficient to withstand stresses at the current rating level. However, we affirmed our 'B- (sf)' rating on this class of notes because the application of our 'CCC' rating criteria resulted in this rating level." The ratings uplift for the class F notes reflects several key factors, including: -- The notes' available credit enhancement, which is similar to other CLOs S&P has rated and that have recently been issued in Europe. -- The portfolio's average credit quality is similar to other recent CLOs. -- S&P's model generated break-even default rate (BDR) at the 'B-' rating level of 17.22% (for a portfolio with a weighted-average life of 4.12 years), versus if we were to consider a long-term sustainable default rate of 3.2% for 4.12 years, which would result in a target default rate of 13.18%. -- S&P does not believe that there is a one-in-two chance of this tranche defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Our base-case credit and cash flow analysis indicates that the available credit enhancement for the class B-1, B-2, and D notes is commensurate with higher ratings than those currently assigned. We therefore raised our ratings on these classes of notes. "Although our base-case credit and cash flow analysis indicates that the available credit enhancement for the class C notes is sufficient to withstand the stresses that we apply at a 'AA- (sf)' rating level, we limited our upgrade to 'A+ (sf)' to reflect the cushion between our BDRs and SDRs, current macroeconomic conditions and the tranche's relative seniority. "The transaction's exposure to country risk is limited as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our structured finance sovereign risk criteria. "Counterparty, operational, and legal risks are adequately mitigated in line with our criteria." Avoca CLO XXIII DAC is a European cash flow CLO transaction that securitizes loans granted to primarily speculative-grade corporate firms. The transaction is managed by KKR Credit Advisors (Ireland) Unlimited. BLACKROCK EUROPEAN II: S&P Assigns B-(sf) Rating on Cl. F-R Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Blackrock European CLO II DAC's class A-R-R, B-R-R, C-R-R, D-R-R, E-R, F-R notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction and also issued additional subordinated notes for EUR138.5 million. This transaction is a reset of the already existing transaction which S&P rates. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes have been withdrawn. The reinvestment period will be approximately 4.5 years, while the noncall period will be 1.5 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The ratings assigned to the Blackrock European CLO II DAC reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,721.44 Default rate dispersion 626.91 Weighted-average life (years) 4.66 Obligor diversity measure 167.03 Industry diversity measure 23.51 Regional diversity measure 1.36 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0 Number of performing obligors 187 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.10 Target 'AAA' weighted-average recovery (%) 36.34 Actual weighted-average spread net of floors (%) 3.61 Actual weighted-average coupon (%) 2.68 Rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. "The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread of 3.45%, the covenanted weighted-average coupon of 2.70%, and the target weighted-average recovery rate. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R-R, C-R-R, D-R-R, and E-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes." The class A-R-R notes can withstand stresses commensurate with the assigned ratings. The class F-R notes' current breakeven default rate cushion is negative at the assigned rating. S&P said, "Nevertheless, based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, we believe this class is able to sustain a steady-state scenario, in accordance with our criteria." S&P's analysis further reflects several factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- S&P's model-generated portfolio default risk, which is at the 'B-' rating level at 24.74% (for a portfolio with a weighted-average life of 4.66 years) versus 14.92% if it was to consider a long-term sustainable default rate of 3.2% for 4.66 years. -- Whether the tranche is vulnerable to nonpayment in the near future. -- If there is a one-in-two chance for this note to default. -- If S&P envisions this tranche to default in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for all rated classes of notes. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A-R-R to E-R notes, based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P regards the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with its benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and S&P's ESG benchmark for the sector, no specific adjustments have been made in its rating analysis to account for any ESG-related risks or opportunities. Blackrock European CLO II DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. BlackRock Investment Management (UK) Ltd. manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate A-R-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.28% B-R-R AA (sf) 44.00 27.00 Three/six-month EURIBOR plus 1.75% C-R-R A (sf) 24.00 21.00 Three/six-month EURIBOR plus 2.10% D-R-R BBB- (sf) 28.00 14.00 Three/six-month EURIBOR plus 3.00% E-R BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.60% F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.73% Sub. notes NR 182.30 N/A N/A *The ratings assigned to the class A-R-R and B-R-R notes address timely interest and ultimate principal payments. S&P's ratings address ultimate interest and principal payments on the rest of the other rated notes. The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. CVC CORDATUS IV: S&P Assigns B-(sf) Rating on 2 Tranches -------------------------------------------------------- S&P Global Ratings assigned its credit ratings to CVC Cordatus Loan Fund IV DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, F-1-R, and F-2-R notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction and also issued additional subordinated notes equaling in total EUR77.70 million. Subject to an extraordinary resolution from the existing subordinated noteholders, both the existing and the additional subordinated notes will be subject to an exchange for EUR38.85 million of new subordinated notes. This transaction is a reset of the already existing transaction that S&P rates. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes have been withdrawn. The reinvestment period will be approximately 4.5 years, while the noncall period will be 1.5 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payment. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,918.20 Default rate dispersion 544.21 Weighted-average life (years) 4.28 Obligor diversity measure 131.08 Industry diversity measure 21.07 Regional diversity measure 1.24 Weighted-average life (years) extended to cover the length of the reinvestment period 4.50 Transaction key metrics Total par amount (mil. EUR) 375 Defaulted assets (mil. EUR) 0 Number of performing obligors 160 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 4.90 Target 'AAA' weighted-average recovery (%) 35.85 Actual weighted-average spread net of floors (%) 3.57 Actual weighted-average coupon (%) 4.24 Liquidity facility This transaction has a EUR1.00 million liquidity facility, provided by The Bank of New York Mellon, with a maximum commitment period of four years and an option to extend for a further two years The margin on the facility is 2.50% and drawdowns are limited to the amount of accrued but unpaid interest on CDOs. The liquidity facility is repaid using interest proceeds in a senior position of the waterfall or repaid directly from the interest account one business day earlier than the payment date. S&P said, "For our cash flow analysis, we assume that the liquidity facility is fully drawn throughout the six-year period and that the amount is repaid just before the coverage tests breach." Rating rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. "The portfolio is well diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR375 million target par amount, the covenanted weighted-average spread of 3.40%, the covenanted weighted-average coupon of 4.24%, and the target weighted-average recovery rate. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria." This transaction features a principal transfer test, which allows interest proceeds exceeding the principal transfer coverage ratio to be paid into either the principal or supplemental reserve account. The interest proceeds can only be paid into the principal account senior to the reinvestment overcollateralization test and into the supplemental reserve account junior to the reinvestment overcollateralization test. S&P said, "Therefore, we have not applied a cash flow stress for this. Nevertheless, because the transfer to principal is at the collateral manager's discretion, we did not give credit to this test in our cash flow analysis." S&P said, "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-1-R to C-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we capped our ratings on these notes." The class A-R, D-R, E-R, and F-1-R notes can withstand stresses commensurate with the assigned ratings. The class F-2-R notes' current break-even default rate cushion is negative at the assigned rating. S&P said, "Nevertheless, based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, we believe this class can sustain a steady-state scenario, in accordance with our criteria." S&P's analysis further reflects several factors, including: -- The class F-2-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- S&P said, "Our model-generated portfolio default risk, which is at the 'B-' rating level at 21.86% (for a portfolio with a weighted-average life of 4.50 years) versus 14.40% if we were to consider a long-term sustainable default rate of 3.20% for 4.50 years." -- Whether the tranche is vulnerable to nonpayment in the near future. -- If there is a one-in-two chance for this note to default. -- If S&P envisions this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-2-R notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for all rated classes of notes. "In addition to our standard analysis, we also included the sensitivity of the ratings on the class A-R to E-R notes, based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-1-R and F-2-R notes.” Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." CVC Cordatus Loan Fund IV DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. CVC Credit Partners Group Ltd. manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 232.500 38.00 Three/six-month EURIBOR plus 1.29% B-1-R AA (sf) 32.500 28.00 Three/six-month EURIBOR plus 1.75% B-2-R AA (sf) 5.000 28.00 4.80% C-R A (sf) 21.560 22.25 Three/six-month EURIBOR plus 2.15% D-R BBB- (sf) 28.130 14.75 Three/six-month EURIBOR plus 3.35% E-R BB- (sf) 15.900 10.51 Three/six-month EURIBOR plus 5.60% F-1-R B- (sf) 9.000 8.11 Three/six-month EURIBOR plus 8.28% F-2-R B- (sf) 5.000 6.78 Three/six-month EURIBOR plus 8.97% Sub. notes NR 38.850 N/A N/A *The ratings assigned to the class A-R, B-1-R, and B-2-R notes address timely interest and ultimate principal payments. S&P's ratings address ultimate interest and principal payments on the rest of the other rated notes. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. Sub. notes--Subordinated notes. NR--Not rated. N/A--Not applicable. JUBILEE CLO 2013-X: S&P Assigns B-(sf) Rating on Class F-R Notes ---------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Jubilee CLO 2013-X DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction and also issued additional subordinated notes. This transaction is a reset of the already existing transaction which S&P rates. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes have been withdrawn. The reinvestment period will be approximately 4.4 years, while the noncall period will be 1.5 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payment. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,661.22 Default rate dispersion 751.94 Weighted-average life (years) 4.25 Obligor diversity measure 144.37 Industry diversity measure 24.09 Regional diversity measure 1.25 Weighted-average life (years) extended to cover the length of the reinvestment period 4.43 Transaction key metrics Total par amount (mil. EUR) 375 Defaulted assets (mil. EUR) 0 Number of performing obligors 187 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 3.75 Target 'AAA' weighted-average recovery (%) 35.90% Target weighted-average spread net of floors (%) 3.62 Target weighted-average coupon (%) 3.54 Rating rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. "The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR375.00 million target par amount, the target weighted-average spread of 3.62%, the target weighted-average coupon of 3.54%, and the target weighted-average recovery rate. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R and C-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we capped our ratings on these notes." The class A-R, D-R, and E-R notes can withstand stresses commensurate with the assigned ratings. The class F-R notes' current break-even default rate cushion is negative at the assigned rating. S&P said, "Nevertheless, based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, we believe this class can sustain a steady-state scenario, in accordance with our criteria." S&P's analysis further reflects several factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- S&P's model-generated portfolio default risk, which is at the 'B-' rating level at 19.84% (for a portfolio with a weighted-average life of 4.43 years) versus 14.19% if S&P was to consider a long-term sustainable default rate of 3.2% for 4.43 years. -- Whether the tranche is vulnerable to nonpayment. -- If there is a one-in-two chance of this tranche defaulting. -- If S&P envisions this tranche defaulting in the next 12-18 months. -- Following this analysis, S&P considers that the available credit enhancement for this tranche is commensurate with the assigned 'B- (sf)' rating. S&P said, "Considering our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for all rated classes of notes. "In addition to our standard analysis, we also included the sensitivity of the ratings on the class A-R to E-R notes, based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B- (sf)' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Jubilee CLO 2013-X DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. BSP CLO Management LLC manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 232.50 38.00 Three/six-month EURIBOR plus 1.29% B-R AA (sf) 41.25 27.00 Three/six-month EURIBOR plus 1.80% C-R A (sf) 22.50 21.00 Three/six-month EURIBOR plus 2.10% D-R BBB- (sf) 26.25 14.00 Three/six-month EURIBOR plus 3.30% E-R BB- (sf) 16.875 9.50 Three/six-month EURIBOR plus 5.75% F-R B- (sf) 11.25 6.50 Three/six-month EURIBOR plus 8.82% Sub. notes NR 60.50 N/A N/A Additional sub. notes NR 12.05 N/A N/A *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. Our ratings address ultimate interest and principal payments on the rest of the other rated notes. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. Sub. notes--Subordinated notes. NR--Not rated. N/A--Not applicable. JUBILEE CLO 2026-XXXIV: Fitch Assigns 'B-sf' Rating on Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Jubilee CLO 2026-XXXIV DAC final ratings. Entity/Debt Rating Prior ----------- ------ ----- Jubilee CLO 2026-XXXIV DAC Class A Notes XS3377447027 LT AAAsf New Rating AAA(EXP)sf Class B-1 Notes XS3377447456 LT AAsf New Rating AA(EXP)sf Class B-2 Notes XS3377447613 LT AAsf New Rating AA(EXP)sf Class C Notes XS3377447886 LT Asf New Rating A(EXP)sf Class D Notes XS3377448009 LT BBB-sf New Rating BBB-(EXP)sf Class E Notes XS3377448264 LT BB-sf New Rating BB-(EXP)sf Class F Notes XS3377448421 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3377448777 LT NRsf New Rating NR(EXP)sf Transaction Summary Jubilee CLO 2026-XXXIV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by BSP CLO Management LLC. The CLO has an approximately 4.4-year reinvestment period and an 8.5 year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the identified portfolio as in the 'B+/B' category. The Fitch weighted average rating factor of the identified portfolio is 23.2. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favorable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 65%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a fixed-rate obligation limit at 12.5%, a top 10 obligor concentration limit at 20%, and a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes six matrices. Two are effective at closing and correspond to an 8.5-year WAL, and the remaining two sets are effective one year and 1.5 years after closing, corresponding to a 7.5-year WAL and seven-year WAL, respectively. Each matrix set corresponds to two different fixed-rate asset limits, at 5% and 12.5%. Switching to the forward matrices is subject to the reinvestment target par condition. The transation has an approximately 4.4-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used in Fitch's modelling is 12 months less than the WAL covenant at closing to account for structural and reinvestment conditions after the reinvestment period. These conditions include passing the over-collateralisation and Fitch 'CCC' limit tests, and a WAL covenant that gradually steps down before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase in the mean default rate (RDR) across all the ratings and a 25% decrease in the recovery rate (RRR) across all the ratings of the identified portfolio would have no negative impact on the class A to E notes. The class F notes would be downgraded to below 'B-sf'. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The notes show a rating cushion of up to five notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the current portfolio and the stressed-case portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase in the mean RDR across all the ratings, and a 25% decrease in the RRR across all the ratings of the stressed-case portfolio, would lead to downgrades of up to four notches for the class A to D notes and to below 'B-' for the class E and F 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 across the capital structure. 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, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Jubilee CLO 2026-XXXIV 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 Jubilee CLO 2026-XXXIV 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. JUBILEE CLO 2026-XXXIV: S&P Assigns B-(sf) Rating on Cl. F Notes ---------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Jubilee CLO 2026-XXXIV DAC's class A, B-1, B-2, C, D, E, and F notes. At closing, the issuer also issued EUR31.70 million unrated subordinated notes. The reinvestment period will be approximately 4.4 years, while the noncall period will be 1.5 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payment. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,582.22 Default rate dispersion 614.15 Weighted-average life (years) 5.21 Obligor diversity measure 140.14 Industry diversity measure 24.20 Regional diversity measure 1.25 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0 Number of performing obligors 165 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 36.65 Actual weighted-average spread net of floors (%) 3.44 Actual weighted-average coupon (%) 5.23 Rating rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. "The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR400.00 million target par amount, the covenanted weighted-average spread of 3.40%, the covenanted weighted-average coupon of 3.10%, and the covenanted weighted-average recovery rate at the 'AAA' level. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-1 and B-2 to D notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we capped our ratings assigned to the notes." The class A and E notes can withstand stresses commensurate with the assigned ratings. The class F notes' current break-even default rate cushion is negative at the assigned rating. S&P said, "Nevertheless, based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, we believe this class can sustain a steady-state scenario, in accordance with our criteria." S&P's analysis further reflects several factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs we have rated and that have recently been issued in Europe. -- S&P's model-generated portfolio default risk, which is at the 'B-' rating level at 21.86% (for a portfolio with a weighted-average life of 5.21 years) versus 16.67% if it was to consider a long-term sustainable default rate of 3.2% for 5.21 years. -- Whether the tranche is vulnerable to nonpayment. -- If there is a one-in-two chance of this tranche defaulting. -- If S&P envisions this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for this tranche is commensurate with the assigned 'B- (sf)' rating. "Considering our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for all rated classes of notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A to E notes, based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Jubilee CLO 2026-XXXIV DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. BSP CLO Management LLC manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.28% B-1 AA (sf) 36.00 27.00 Three/six-month EURIBOR plus 1.75% B-2 AA (sf) 8.00 27.00 4.875% C A (sf) 24.00 21.00 Three/six-month EURIBOR plus 2.05% D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR plus 3.05% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.50% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.43% Sub notes NR 31.70 N/A N/A *The ratings assigned to the class A, B-1, and B-2 notes address timely interest and ultimate principal payments. S&P's ratings address ultimate interest and principal payments on the rest of the other rated notes. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. TEXAS DEBT 2024-I: Fitch Assigns B-sf Final Rating on Cl. F-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned Texas Debt Capital Euro CLO 2024-I DAC reset notes final ratings. Entity/Debt Rating Prior ----------- ------ ----- Texas Debt Capital Euro CLO 2024-I DAC A XS2823251959 LT PIFsf Paid In Full AAAsf A-R XS3401024289 LT AAAsf New Rating B XS2823252171 LT PIFsf Paid In Full AAsf B-R XS3401024446 LT AAsf New Rating C XS2823252684 LT PIFsf Paid In Full Asf C-R XS3401024792 LT Asf New Rating D XS2823252841 LT PIFsf Paid In Full BBB-sf D-R XS3401024958 LT BBB-sf New Rating E XS2823253062 LT PIFsf Paid In Full BB-sf E-R XS3401025252 LT BB-sf New Rating F XS2823253229 LT PIFsf Paid In Full B-sf F-R XS3401025336 LT B-sf New Rating Transaction Summary Texas Debt Capital Euro CLO 2024-I DAC is a securitisation of mainly senior secured loans (at least 90%) with a component of senior unsecured, mezzanine, and second-lien loans. Net proceeds from the notes have been used to redeem the existing notes, except the subordinated notes, and to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by CIFC CLO Management III LLC. The transaction has a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B'/'B-' category. The Fitch weighted average rating factor of the identified portfolio is 24.6. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 64.5%. Diversified Asset Portfolio (Positive): The transaction has various concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes four matrices, all corresponding to a top 10 obligor concentration limit at 20%. Two matrices are effective at closing and correspond to two fixed-rate asset limits of 5% and 12.5% and an 8.5-year WAL test. The other two matrices can be selected by the manager any time from 12 months after closing and correspond to the same fixed-rate asset limits and 7.5-year WAL tests. The transaction has a reinvestment period of 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 modelled in the transaction's Fitch-stressed portfolio and matrices analysis is 12 months less than the WAL test covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' maximum limit, and a WAL test covenant that progressively steps down. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no impact on the class A-R, B-R, C-R, D-R, E-R, notes and lead to a downgrade below 'B-sf' for the class F-R notes. Based on the current portfolio, downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class B-R notes have a rating cushion of two notches, the class C-R and D-R notes of four notches and the class E-R and F-R notes of five notches, due to the better metrics and shorter life of the current portfolio than the Fitch-stressed portfolio. The class A-R notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the current portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches for the class A-R notes, two notches for the class B-R and C-R notes, three notches for the class D-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 across all ratings and a 25% increase in the RRR across all ratings of Fitch's stress portfolio would lead to upgrades of up to four notches for the notes, 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 Fitch's stress portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the notes to withstand larger than expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover for losses on the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally 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 Texas Debt Capital Euro CLO 2024-I DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. =================== L U X E M B O U R G =================== ADB SAFEGATE: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed ADB Safegate Luxembourg Finco S.a r.l.'s (ADB) Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook and EUR500 million term loan B (TLB) due 2032 at 'B+' with a Recovery Rating of 'RR4'. The affirmation reflects ADB's limited scale, narrow end-markets and exposure to supply-chain risk, given its niche market position. These constraints are balanced by a healthy order backlog that supports revenue visibility, strong profitability driven by product leadership and cost control, and a conservative financial policy that keeps EBITDA leverage below 5x. The Stable Outlook reflects Fitch's view that key credit metrics will remain within rating sensitivities, supported by ADB's globally diversified customer base and resilience to economic volatility. Key Rating Drivers Leverage to Peak Before Improving: Fitch expects EBITDA leverage to rise to about 4.8x at end-2026 before falling to 3.7x by 2029. The temporary weakening reflects its assumption that disruption in the Middle East will delay project delivery, raise costs on further inflationary pressures and reduce profitability in 2026, with recovery from 2027. Fitch believes the raw material cost volatility experienced through June 2026 is unlikely to reverse by year-end for ADB. Fitch forecasts EBITDA leverage to fall below 4.0x by 2028 as profitability recovers and debt remains broadly stable, while cash flow continues to support growth. This underpins the affirmation. Challenging Supply-Chain Management: Fitch believes ADB's supply-chain position exposes it to high risks in working capital management amid market volatility. Its niche position restricts its negotiating power and ability to swiftly react to market fluctuations. This affects its working capital, as highlighted by its expectation for increased inventory needs in 2026 on microchip supply delays. Average lead times for these critical components have risen sharply, while variability has also increased. ADB is investing in working-capital management and selective insourcing, but Fitch expects these constraints to persist. Robust Profitability to Continue: Fitch expects the drop in the Fitch-defined EBITDA margin to around 17% in 2026 to be temporary, before improving to about 18% on raw material costs stabilisation and successful pricing strategy. The profitable product pricing mix is supported by ADB's technological advantage over competitors and the low total cost of its products in customer projects. However, Fitch views the cost structure as partly inflexible, with cost of goods sold accounting for 65% of revenue in 2025. Positive FCF: Fitch expects positive free cash flow (FCF) generation to continue, supported by solid EBITDA margins in its rating case, a large order backlog and tighter cost control. Lower interest expenses, steady capex and no dividends or large acquisitions also support FCF. The lower margin on the term loan B should further improve interest coverage and FCF metrics. This underpins ADB's robust liquidity, which Fitch considers a credit strength. Limited Scale Constrains Rating: ADB's business profile is constrained by its small size, with narrow end-markets and product scope. Broad geographic diversification with product leadership and exposure to long-term air-traffic trends rather than short-term passenger-volume volatility support its resilience and mitigate its narrow scope. Strong Position in Niche Market: Fitch views ADB's established market leadership as a credit strength, reinforced by its competitive edge in technological content and the customer appeal of product reliability. This is underlined by long-term customer relationships, with a 90% retention rate, and about 20% of revenue stemming from aftermarket and services. Fitch believes ADB is well positioned to continue to benefit from regulation-driven demand for its critical components in airport systems. Peer Analysis ADB's financial profile is shaped by its limited scale and is broadly similar to that of other 'B' category industrial entities, such as Trench Group Holdings GmbH (BB-/Negative). ADB generates EBITDA margins below those of Trench, but above those of CEME S.p.A. (B/Negative) and Dynamo Midco B.V. (Innomotics; B/Stable). Fitch expects ADB's leverage metrics and likely deleveraging profile to be stronger than that of CEME and Innomotics, justifying the one-notch rating difference. Similarly, its FCF margin will likely be higher than that of its peers, apart from Trench, contributing to the difference in ratings. ADB's exposure to narrow end-markets and products is a limitation compared with most of these companies. This is mitigated by its strong market position in a stable market, similar to Radar Topco SARL (Swissport, BB-/Stable), and broad geographic diversification. Its exposure to challenging supply-chain management is similar to that of many diversified manufacturing peers. Fitch’s Key Rating-Case Assumptions - Revenue to grow at about 6% over the next four years on stabilised prices and current order book - Fitch-defined EBITDA margin of around 17% in 2026, impacted by disruptions in Middle East on cost volatility and project execution, and increasing to about 18% thereafter, reflecting stronger trading on improved product pricing, driven by digitalisation and recent cost restructuring - Cash interest paid to decrease to an average EUR30 million annually, on lower cost of debt and stable debt; Euribor interest rate to follow Fitch's latest Global Economic Outlook - Working capital outflow of between 2.5% and 3.7% of revenue - Capex to remain at around 5% of revenue until 2029 - No M&A or dividend payments 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 ('bbb-', Moderate), market and competitive positioning ('bb+', Moderate), diversification and asset quality ('b', Higher), company operational characteristics ('bb+', Moderate), profitability ('bb+', Moderate), financial structure ('b', 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 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. B+ to CC considerations apply in its analysis and has no impact. The governance assessment of 'some deficiencies' has no impact. The operating environment assessment of 'a+' has no impact. The SCP is 'b+'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'B+'. Recovery Analysis The recovery analysis assumes that ADB would be reorganised as a going concern in a bankruptcy, rather than liquidated. - Fitch assumes a 10% administrative claim. - Fitch estimates going concern EBITDA at EUR70 million, which is unchanged from its previous assessment. This reflects its view of a sustainable, post-reorganisation EBITDA level on which Fitch bases the enterprise valuation. - Fitch applies a multiple of 5.0x to going concern EBITDA to calculate a post-reorganisation enterprise valuation. This reflects ADB's business model as a leader in the resilient and regulated air traffic market. It is further supported by high customer retention, with long-term relationships based on product reliability, competitive advantage on innovation and fairly inelastic demand. - The waterfall analysis consists of super senior factoring, with the highest outstanding amount of EUR7 million at end-2024. ADB's EUR100 million revolving credit facility and EUR85 million guarantee facility are assumed to be fully drawn after restructuring, alongside the EUR500 million senior secured TLB. All instruments rank pari passu with one another. These assumptions result in a recovery rate for the senior secured instrument within the 'RR4' range, resulting in the instrument rating being equalised with the IDR at 'B+'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - FCF margins consistently below 1% - EBITDA leverage above 5x for an extended period - Cash flow from operations less capex below 5% of debt on a sustained basis - A more aggressive financial policy Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage consistently below 4x - Cash flow from operations less capex sustainably above 10% of debt - Improved product diversification and end-market mix Liquidity and Debt Structure ADB reported EUR129.2 million of available cash at end-2025, which Fitch adjusts to EUR100 million after assuming intra-year working capital changes that restrict part of cash (equivalent to about 2.5% of sales). Fitch expects liquidity to be supported by a prudent financial policy, which includes stable capex, no dividends or M&A, a fully undrawn EUR100 million revolving credit facility and its expectation of positive FCF across 2026-2029 on lower interest expenses. ADB's short-term debt requirements are limited to its ongoing factoring facilities, which had a EUR3 million outstanding balance at end-2025, while the TLB due 2032 forms most of its debt. Issuer Profile ADB is the global leader in airside products, solutions and services. 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 ADB. 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 ----------- ------ -------- ----- ADB Safegate Sweden AB senior secured LT B+ Affirmed RR4 B+ ADB Safegate Luxembourg Finco S.a r.l. LT IDR B+ Affirmed B+ senior secured LT B+ Affirmed RR4 B+ ADB Safegate Americas 1 Inc. senior secured LT B+ Affirmed RR4 B+ ADB Safegate Germany Verwaltungs GmbH senior secured LT B+ Affirmed RR4 B+ BOLUDA TOWAGE: Fitch Assigns 'BB' LongTerm IDR, Outlook Positive ---------------------------------------------------------------- Fitch Ratings has assigned Boluda Towage Luxembourg S.à r.l. (BTL) a Long-Term Issuer Default Rating (IDR) of 'BB' with a Positive Outlook. Fitch has also assigned BTL's EUR1,725 million and USD500 million senior secured term loan B (TLB) maturing in June 2033 a final rating of 'BB' with a Positive Outlook. Fitch has affirmed and withdrawn the instrument ratings on Boluda Towage, S.L.'s (BT) existing TLB. The final ratings are in line with the expected ratings assigned in May 2026. Terms and conditions are broadly in line with expectations and there have been no material credit events or developments affecting BTL's credit profile The proceeds of the new TLB have been used to refinance the existing TLB held by BT and to reorganise the group, including integrating other towage businesses and some expected acquisitions into the ringfenced perimeter. For an overview of BTL's credit profile, including key rating drivers, see 'Fitch Rates Boluda Towage Luxembourg 'BB(EXP)'; Outlook Positive', published 20 May 2026. BT has received proceeds from BTL via a back-to-back intra-group loan, using them to repay the existing EUR1.1 billion TLB. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Evidence of slower deleveraging than the Fitch base case would trigger a revision of the Outlook to Stable. A downgrade would occur if Fitch gross debt/EBITDA increases above 6.0x in the Fitch rating case on a sustained basis due, for example, to large, debt-funded acquisitions. A downgrade could result if the business profile deteriorates due to decreasing weighted average concession and licence life to below five years. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch-defined gross debt/EBITDA sustained below 5.0x in the Fitch rating case would be positive for the rating. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for BTL. 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 ----------- ------ ----- Boluda Towage, S.L. LT IDR BB Affirmed BB LT IDR WD Withdrawn Boluda Towage, S.L. /Project Revenues – Senior Secured Debt/1 LT LT BB Affirmed BB Boluda Towage, S.L. /Project Revenues – Senior Secured Debt/1 LT LT WD Withdrawn Boluda Towage Luxembourg S.a.r.l. LT IDR BB New Rating BB(EXP) Boluda Towage Luxembourg S.a.r.l. /Project Revenues – Senior Secured Debt/1 LT BB New Rating Boluda Towage Luxembourg S.a.r.l. /Project Revenues – Senior Secured Debt/1 LT LT BB New Rating BB(EXP) ROSSINI SARL: Fitch Alters Outlook on 'B' LongTerm IDR to Positive ------------------------------------------------------------------ Fitch Ratings has revised Rossini S.a.r.l.'s Outlook to Positive from Stable and affirmed its Long-Term Issuer Default Rating (IDR) at 'B'. Fitch has also affirmed Rossini's senior secured rating at 'B' with a Recovery Rating of 'RR4'. The Positive Outlook is driven by the gradual improvement in the credit profile of Recordati S.p.A., Rossini's underlying operating company, which has increased headroom under Rossini's 'B' rating. The Fitch-adjusted financial leverage is expected to remain at or below Fitch's positive sensitivity of 5.5x from 2026 onwards. The IDR is constrained by Rossini's reliance on dividends from Recordati to service its own debt. However, the rating is supported by Recordati's strong branded portfolio across specialty pharma and rare diseases, with the latter expected to be the main growth driver in the medium term. Recordati's solid profitability and strong free cash flow (FCF) margins also support the rating. Key Rating Drivers Tender Offer Not Reflected: Rossini's IDR and Outlook do not reflect the voluntary tender offer for Recordati shares recently announced by Respighi BidCo. The offer, which aims to delist Recordati, is priced at EUR51.29 per share, implying a total equity value of about EUR10.7 billion. It remains subject to regulatory review. Rossini has irrevocably agreed to tender its 46.82% stake in the transaction. Fitch expects Rossini to use the proceeds to repay its debt, after which Fitch would withdraw its ratings. Fitch assumes Rossini remains a going concern over the rating horizon. As the offer is still under regulatory review, Fitch views the potential change of control as an event risk for the ratings. Deleveraging Supports Positive Outlook: Fitch expects Rossini's proportional financial leverage to decline to about 5.5x by end-2026 from almost 7.0x at end-2024. The reduction follows Recordati's strong financial performance, with Enjaymo and the rare disease portfolio supporting deleveraging. Fitch forecasts steady deleveraging towards 5.0x by 2028, driven by organic growth and earnings-accretive bolt-on acquisitions, which underpin the Positive Outlook. Proportional Consolidation Approach: Fitch rates Rossini using its Corporate Rating Criteria, with credit quality determined by proportional consolidation based on its equity in Recordati and dividend coverage. Its analysis assumes that Rossini maintains control over the subsidiary's board and dividend policy. Rossini owns 46.8% of Recordati's share, just below the 50% threshold, but its rating approach remains unchanged, as the parent continues to exercise control over Recordati. However, a material reduction in Rossini's stake, leading to a loss of control, may lead us to rate the company as an investment holding company, which is reflected in the negative rating sensitivity. Debt Service Reliant on Dividends: Rossini's financial risk profile relies on dividends from Recordati to service interest expense. Its financial policy is to fully cover interest expenses at the holding company level through steady and timely dividends from its subsidiary. Recordati's debt documentation has no explicit dividend restrictions. Rossini's dividend coverage ratio has gradually increased above its positive rating sensitivity of 1.5x (Fitch projects 1.6x in 2026), which supports the Positive Outlook. Rare Disease Drives Recordati Growth: Fitch expects Recordati's rare disease portfolio to be the main driver of underlying business growth, supported by the recent acquisition of global rights to Enjaymo, a margin-accretive biologics product that is the only approved treatment for cold agglutinin disease. Fitch assumes mid- to high-single-digit revenue growth in the rare disease portfolio over the forecast period, increasing the company's exposure to this segment relative to the legacy specialty & primary care segment, for which Fitch assumes only muted revenue growth until 2029. Strong Market Position: Recordati benefits from a well-established market position, with its legacy branded specialty pharma portfolio (59% of sales in 2025), and is further supported by an expanding rare diseases franchise (41% in 2025). The company is well diversified geographically and moderately diversified by product, with no product accounting for more than 10% of sales. Its integrated business model, including manufacturing, drug lifecycle management and distribution, allows for high profitability and FCF margins versus peers. Increased Rare Diseases Portfolio Exposure: Recordati's focus on bringing rare-disease drugs to the market through distribution and in-licensing agreements is a distinct feature of its growth strategy. The company also relies on a commercial network to effectively engage with healthcare providers and promote its products, driving sales and increasing its regional market penetration. This differentiates it from some European off-patent peers, resulting in greater organic growth potential, although it also entails higher investments in the pipeline and greater associated product development and commercialisation risks. Strong FCF to Fund M&A: Recordati's FCF generation is very strong, with projected Fitch-defined FCF margins of 10%-12% over 2025-2028, reflecting its lean cost base and low capex intensity (1% of sales). This, alongside Fitch-defined EBITDA margins of about 35%, supports healthy profitability. Fitch expects the company's positive FCF net of dividends to support business expansion through the acquisition of primarily product rights and deploying them into its existing network. Fitch estimates annual acquisition spend of EUR200 million-300 million. In 2026, Fitch expects a more modest acquisition spend, as the public tender offer for Recordati shares is ongoing. Peer Analysis Rossini's business risk profile is constrained by its smaller scale and weaker global footprint than larger industry peers, such as Hikma Pharmaceuticals PLC (BBB/Stable), Viatris Inc. (BBB/Stable), and diversified and innovative drug companies, such as Novartis AG and AstraZeneca PLC. Rossini compared more favourably, in terms of scale and product diversification, with other sub-investment-grade industry peers ADVANZ PHARMA HoldCo Limited (B/Negative), CHEPLAPHARM Arzneimittel GmbH (B/Stable) and Neopharmed Gentili S.p.A. (B/Stable), as well as Italian contract development and manufacturing organisations, F.I.S. Fabbrica Italiana Sintetici S.p.A. (B+/Stable) and Kepler S.p.A. (B/Stable). Rossini's business is mainly concentrated in Europe, although it has a growing presence in other developed and emerging markets. This, along with its diversified product portfolio and moderate operating scale, supports a business profile in the 'BB' category, broadly comparable with peers such as Nidda BondCo GmbH (B/Stable) and Grunenthal Pharma GmbH & Co. Kommanditgesellschaft (BB/Stable). Rossini's high financial leverage and weak dividend coverage ratio constrain its rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Recordati's revenue and EBITDA becoming volatile, signalling challenges in addressing market pressures or poorly executed M&A with increased execution risks leading to: Rossini's proportional EBITDA gross leverage increasing above 7.5x on a sustained basis Rossini's dividend coverage ratio falling below 1.0x on a sustained basis Rossini failing to maintain control over Recordati's board of directors or dividend policy Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Recordati maintaining its strong market position with steady EBITDA profitability and comfortably positive post-dividends FCF leading to: Rossini's proportional EBITDA gross leverage sustainably below 6.0x Rossini's dividend coverage ratio sustainably above 1.5x Liquidity and Debt Structure Rossini has a concentrated funding source, relying primarily on dividends from Recordati. To manage timing mismatches, Rossini can use its EUR197.5 million revolving credit facility. It also has the option to sell shares in Recordati in the event of a liquidity shortfall. Rossini's strategic goal is to meet all interest expenses at the holding company level through recurring dividends from Recordati. Recordati's debt documentation does not restrict dividend payments, but Fitch conservatively assumes that common dividend distributions could be constrained if the subsidiary's performance greatly deteriorates and EBITDA net leverage rises above 3.0x. Fitch’s Key Rating-Case Assumptions Recordati's revenue to reach close to EUR3.2 billion by 2028, driven by stronger organic growth in the rare diseases product portfolio and Fitch-estimated acquisition of intellectual property rights and in-licensing agreements Fitch-defined EBITDA margin at 33%-34% to 2028 Working-capital outflows at 3%-4% of sales a year Sustained maintenance capex at 1.3%-1.5% of sales a year Recordati pays dividends of EUR270 million-350 million a year Opportunistic acquisitions of about EUR300 million a year funded by internal FCF; lower acquisition spend in 2026 KEY RECOVERY ASSUMPTIONS Rossini would be considered a going concern in bankruptcy and be reorganised rather than liquidated. Financial distress could arise primarily from an insufficient dividend stream from Recordati, which could be driven by a material contraction in revenue and margin at the subsidiary, following volume losses and price pressure, given its exposure to generic competition. For the going-concern enterprise value calculation, Fitch estimates a post-restructuring EBITDA of about EUR570 million, which reflects its expectations of a hypothetical post-restructuring sustainable EBITDA level. Fitch also applies a 6.0x distressed enterprise value /EBITDA multiple, which would appropriately reflect Recordati's minimum valuation multiple before considering value added through portfolio and brand management. Fitch assumes that Rossini's EUR1,348 million senior secured notes will be repaid in priority to equity claims but rank after the debt at Recordati, as both are within the restricted group. After deducting 10% for administrative claims, and in accordance with its criteria, assuming the committed senior secured revolving credit facility of EUR197.5 million is fully drawn prior to distress, its principal waterfall analysis generated a Recovery Rating of 'RR4'. This indicates a 'B' rating for Rossini's EUR1,348 million senior secured notes, which are structurally and contractually subordinated to debt instruments issued by Recordati and to the former's senior secured revolver. 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 ('bb-', Higher), diversification and asset quality ('bbb', Moderate), company operational characteristics ('bbb-', Moderate), profitability ('bbb+', Moderate), financial structure ('b', Higher), and financial flexibility ('b', Moderate). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. Assessments of the quantitative financial subfactors also include bespoke calculations. B+ to CC considerations apply in its analysis and results in an adjustment of -1 notch(es). The governance assessment of 'some deficiencies' has no impact. The operating environment assessment of 'a-' has no impact. The SCP is 'b'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'B'. Issuer Profile Rossini is a holding company owned by a group of funds led by private equity investor CVC. It holds a 46.8% stake in Recordati, an Italy-based international pharmaceutical company listed on the Milan Stock Exchange. 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 Rossini. 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 ----------- ------ -------- ----- Rossini S.a.r.l. LT IDR B Affirmed B senior secured LT B Affirmed RR4 B WINTERFELL FINANCING: Fitch Keeps B- LongTerm IDR on Watch Negative ------------------------------------------------------------------- Fitch Ratings has maintained Winterfell Financing S.a.r.l.'s (Stark) Long-Term Issuer Default Rating (IDR) and secured debt rating of 'B-' on Rating Watch Negative (RWN). The Recovery Rating is 'RR4'. The RWN reflects the gradual implementation of measures to strengthen liquidity and the capital structure, and while EBITDA benefits have been delayed compared with its prior expectations, Fitch continues to believe that the downturn has largely been cyclical. Fitch expects Stark's asset monetisation plan to improve liquidity, with progress towards refinancing its revolving credit facility (RCF; due in 2027) and term loan B (TLB; due in 2028) possibly supporting rating affirmation later in 2026. Signs of structural underperformance with key credit metrics remaining outside negative rating sensitivities and increased refinancing risk may lead to a downgrade. Key Rating Drivers Heightened Refinancing Risk: Fitch expects credit metrics to be weaker than previously forecast for FY26-FY28 (year-end July), coinciding with the pre-refinancing period for the RCF and TLB. It reflects a slow recovery in residential demand in Germany and the UK, higher employment costs in the UK, and the resulting weaker labour market and consumer spending. A further delay in deleveraging, weak cash generation, high drawings under the RCF and factoring and still challenging market conditions will increase refinancing risk. Refinancing risk is partly mitigated by management actions to improve profitability, liquidity and leverage and the company has started the refinancing process well ahead of maturities. Weak Financial Flexibility: Fitch expects weak EBITDAR fixed charge coverage of 0.9x in FY26 and FY27, before improving to 1.2x in the following two years. Fitch expects weak EBITDAR, high interest costs and restructuring costs, although declining, to weigh heavily on free cash flow (FCF) generation in the pre-refinancing period, leading to higher factoring use and RCF drawdowns than previously expected. Management actions to improve near-term liquidity, which are key to the current rating, are underway. Liquidity Improvement Options: Stark selected more than EUR500 million unencumbered real estate assets to improve liquidity, mainly through sale-and-leaseback (SLB) transactions, asset-backed financing and disposals, set to be implemented in FY26, with much more to follow in FY27. Capex is flexible, as Stark can defer or partly cancel capex related to branch modernisation. Fitch expects these additional liquidity sources to support general corporate needs and to repay RCF drawings by FY28. Further Delay in Deleveraging: Stark's Fitch-adjusted EBITDAR gross leverage was 11.3x at FYE25. Fitch forecasts leverage of 11.2x at FYE26 and 9.2x at FYE27 before reducing sharply to 7.3x at FYE28. Fitch expects a further rise in Fitch-defined lease-adjusted debt in FY26, driven by higher leasing, RCF drawings and higher factoring, to delay deleveraging by a year compared with previous expectations. RCF repayment is highly contingent on asset monetisation and improved trading. EBITDAR Yet to Improve: Trading in 9MFY26 (April 2026) was significantly affected by severe weather conditions and protracted weakness in the residential end-markets, delaying EBITDAR improvement. Fitch forecasts EBITDAR of about EUR327 million in FY26, rising to EUR420 million in FY27 and EUR525 million in FY28. Fitch expects the EBITDAR margin to reach at least 6% from FY28, supported by a recovery in newbuild residential demand, particularly in Germany and the UK, higher repair, maintenance and improvement spending, and continued cost-saving measures. SLB Acceleration Drives Metric Change: Stark's financing profile is becoming increasingly exposed to leases. Fitch expects the company to finance about 60% of its properties through leases once the planned SLB transactions are completed. Property lease financing is the preferred financial option for companies with a large portfolio of assets. As a result, Fitch now focuses on lease-adjusted metrics, which better reflect the company's evolving asset-financing structure and improve comparability with some peers. Progressive Recovery in Residential Markets: Fitch assumes a subdued recovery in the housing market during FY26, before momentum improves in FY27. UK revenue growth remains affected by branch closures in the previous year and economic challenges in FY26, weighing on volume recovery. Fitch also expects muted growth in Germany in FY26, followed by a stronger recovery in FY27. In contrast, revenue in the Nordics has been growing steadily since FY25. The recovery will be supported by structural housing undersupply in major markets, plus pent-up demand and more stable input costs. Solid Business Profile: Stark's business profile is mainly underpinned by its leading positions in the heavy building materials distribution markets in the Nordics and Germany. Its acquisition of Saint-Gobain Building Distribution Ltd in 2023 has improved geographic diversification by giving it the second-largest building merchant platform in the UK. Diversification is also supported by its extensive branch coverage, with proximity to the fastest-growing urban areas, plus limited supplier and customer concentration. Peer Analysis Fitch views Stark's business profile as weaker than Quimper AB's (Ahlsell; B+/Stable), a leading Nordic distributor of installation products, tools and supplies to professional customers. Both companies benefit from strong market positions, large-scale operations and sound diversification with broad product offerings, large exposure to renovation markets and limited customer and supplier concentration. Stark's broader geographic footprint is more than offset by Ahlsell's stronger market diversification, given its exposure to the infrastructure and industry markets and lower reliance on the cyclical residential market. Fitch views Stark's business profile as similar to Travis Perkins PLC and slightly stronger than that of Wolseley Group Holdings Limited (B/Stable). Both Stark's and Ahslell's ratings are constrained by leverage. Ahlsell's financial profile is stronger than that of Stark, based on lower expected leverage and stronger profitability, supported by higher EBITDA margins and FCF generation. Travis Perkins and Wolseley both have much lower leverage than Stark. Fitch’s Key Rating-Case Assumptions - Revenue of EUR7.9 billion in FY26, increasing by low-to-mid single-digits a year between FY26 and FY28 - Fitch-defined EBITDA at about EUR127 million in FY26, followed by a gradual recovery to about EUR180 million in FY27 and EUR285 million in FY28, driven by recovering residential demand and costs initiatives - Limited working capital outflows between FY26 and FY28 - No M&A - Capex at 1.5% of revenue in FY26, 1.1% in FY27 and 0.9% in FY28 - SLB, asset disposal proceeds and assets-backed financing expected in FY26 with more to follow in FY27 - Full repayment of RCF by FY28 - Refinancing of existing debt in FY27 - No dividends Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): Business and financial profile factors (assessment, relative importance): management ('bb+', Lower), sector characteristics ('bb', Moderate), market and competitive positioning ('bbb-', Moderate), diversification and asset quality ('bb+', Moderate), company operational characteristics ('bb', Moderate), profitability ('b-', Moderate), financial structure ('ccc', Moderate), and financial flexibility ('ccc+', Higher). The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the forecast year FY26, 45% for the forecast year FY27 and 45% for the forecast year FY28. B+ to CC considerations apply in its analysis and have no impact. The governance assessment of 'good' has no impact. The operating environment assessment of 'aa-' has no impact. The SCP is 'b-'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'B-'. Recovery Analysis The recovery analysis assumes that Stark would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. It reflects Stark's market position, dense network of branches, own portfolio of brands and potential for further consolidation in the fragmented distribution market. Fitch assumes a 10% administrative claim. Fitch assumes factoring and mortgage financing to rank ahead of senior secured debt. Fitch assumes the senior secured RCF to be fully drawn post-restructuring, in line with its criteria and to rank the same as the TLB. Fitch estimates GC EBITDA of EUR270 million for Stark, which is EUR10 million lower than previously due to expected higher lease adjustments. The GC EBITDA reflects its view of a sustainable, post-reorganisation EBITDA, on which Fitch bases the enterprise valuation. It reflects intense market competition and a failure to broadly pass on raw material cost inflation, alongside an inability to extract acquisition synergies. A multiple of 5.5x is applied to GC EBITDA to calculate a post-reorganisation enterprise value. The multiple reflects Stark's leading position across the Nordics and German heavy materials distribution market, scale and strong asset quality with a large, owned real estate portfolio located near expanding urban areas. The multiple is in line with that of Ahlsell. Its waterfall analysis generates a ranked recovery for the EUR1.8 billion TLB in the 'RR4' category, leading to a 'B-' rating, in line with the IDR, which are both on RWN. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to improve liquidity or the capital structure in the short term - EBITDAR leverage above 8.0x on a sustained basis - EBITDAR fixed charge coverage below 1.5x on a sustained basis - Consistently negative FCF Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade is unlikely, as reflected in the RWN, but Fitch may affirm the ratings if Fitch has better visibility on Stark's metrics supporting the current rating Liquidity and Debt Structure As of 30 April 2026, Stark had about EUR100 million readily available cash (pre-Fitch's adjustment for about EUR80 million intra-year working-capital swings) and access to undrawn EUR198 million of a committed EUR371 million RCF, maturing in November 2027. The weak cash position is seasonally driven and Fitch expects about EUR320 million Fitch-adjusted cash at FYE27. Stark reported negative FCF in FY24-FY25 and Fitch expects the same in the short term. Fitch forecasts FCF margins to be negative at 3.7% in FY26, 1.8% in FY27 and 0.2% in FY28 before turning mildly positive in FY29. Fitch expects negative FCF to be covered by increased non-recourse factoring use, disposals, SLB and asset-based financing. Financial flexibility is supported by Stark's planned monetisation of unencumbered real estate portfolio. Stark's debt is concentrated in its EUR1,795 million TLB maturing in May 2028 and the outstanding RCF. Other debt mainly comprises mortgage loans and non-recourse factoring. Issuer Profile Stark is a leading business-to-business distributor of heavy building materials focused on the Nordics, the UK and Germany. 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 Stark. 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 ----------- ------ -------- ----- Winterfell Financing S.a.r.l. LT IDR B- Rating Watch Maintained B- senior secured LT B- Rating Watch Maintained RR4 B- ===================== N E T H E R L A N D S ===================== ACE HOLDINGS III: S&P Lowers ICR to 'B-', Outlook Stable -------------------------------------------------------- S&P Global Ratings lowered to 'B-' from 'B' its long-term issuer credit rating on Ace Holdings III B.V. (Sport Group), along with the issue rating on the senior secured term loan B (TLB). The recovery rating on the TLB is unchanged at '3', reflecting its expectation of 50%-70% recovery (rounded estimate: 60%) for debtholders in the event of a default. The stable outlook reflects S&P's view that Sport Group's operating performance will improve in 2026 and 2027, such that adjusted debt to EBITDA decreases closer to 7.0x and the company remains well funded for its business needs. In 2025, Sport Group underperformed our base-case projections, with adjusted debt to EBITDA above 10x (versus an expected 6.0x-6.5x). The weaker-than-expected EBITDA and negative free operating cash flow (FOCF) were mostly due to elevated nonrecurring costs. For 2026 S&P sees Sport Group gradually improving its operating performance with adjusted EBITDA of EUR65 million-EUR70 million. This will owe to cost-efficiency measures and lower nonrecurring costs, offset by some uncertainty on demand pick-up and some operating cost inflation. Credit and cash flow metrics should be better in 2026 than in 2025, assuming no acquisitions and stable capital expenditure (capex), but adjusted leverage is likely to remain above 7.0x with negative FOCF. S&P said, "Sport Group's operating and financial performance were materially below our base case in 2025 and we are revising down our projections for 2026 and 2027. In our revised base case, we estimate S&P Global Ratings-adjusted debt to EBITDA will remain above 7.0x in 2026 and 2027. Compared with our previous base case, the slower-than-expected deleveraging is mainly due to higher-than-expected nonrecurring costs, slower-than-expected synergy realization related to acquisitions, and macroeconomic volatility in key markets. We note that Sport Group is executing a comprehensive value creation plan, with a broad portfolio of operational and transformational initiatives identified and currently being implemented. Capital investments have been installed and commissioned, and we expect this to reinforce the group's earnings trajectory. As a result, we expect the group's reported sales in 2026 to reach about EUR885 million, from the previously expected EUR1.0 billion-EUR1.1 billion. We project the adjusted EBITDA margin at 7.5%-8.0%, falling short of previously forecast 10.5% for 2026. We anticipate adjusted EBITDA of EUR65 million-EUR70 million in 2026 and EUR80 million-EUR85 million in 2027. Margin expansion is expected to be driven by improved revenue performance, lower nonrecurring costs, and operating cost savings. However, because the company remains in a transition phase, we will closely monitor the group's ability to realize synergies from mergers and acquisitions (M&A) and to convert the nonrecurring costs into sustainable EBITDA. 2025 was characterized by elevated one-off integration and transformation costs, which management expects to decline materially in 2026. Given the uncertain macroeconomic environment, slowdown in key markets (in Europe, the Middle East, and Africa and Asia-Pacific), and inflationary cost pressures on key materials (for example, crude oil), we see potential headwinds to the group's operating performance. We are also tracking an ongoing inquiry by the European Commission within the synthetic turf recycling market in the Netherlands and Germany. While the final outcome remains uncertain, we view these proceedings as a potential event risk that could have a negative impact for the group. "For 2026 and 2027 we see a gradual recovery of credit metrics alongside negative FOCF generation over 2026-2027, thereby heightening sensitivity to further operating setbacks. The slowdown in the group's deleveraging path is driven by elevated nonrecurring costs and more conservative revenue growth assumptions. Furthermore, we anticipate a delayed realization of M&A-related benefits, with the majority of synergies expected to materialize in 2027 and 2028. As a result, we expect adjusted leverage will be around 9.0x in 2026 and above 7.0x in 2027. Funds from operations (FFO) cash interest coverage is forecast to reach about 1.3x in 2026 and improve to 1.7x in 2027. Furthermore, we anticipate that Sport Group's FOCF will remain negative in 2026 (negative EUR20 million) and 2027 (negative EUR7 million), due to still large capex requirements (we assume EUR30 million annually this and next year) allocated toward investments aligned with growth and productivity priorities. We expect the group to expand its product range in North America, leveraging recently announced sports partnerships, for example with Major League Soccer. While we project no M&A activity in 2026 and 2027, we expect the group to be acquisitive again in 2028, with EUR40 million spending assumed annually for bolt-on acquisitions in the fragmented U.S. and European markets to bolster manufacturing, installation capabilities, and market share. "We continue to view the group as well-funded for the next 12 months, with adequate liquidity sources and no near-term refinancing pressure. As of March 31, 2026, Sport Group held approximately EUR37 million cash and cash equivalents, supplemented by EUR75 million available under its committed revolving credit facility (RCF) available maturing in 2031. We expect these sources of cash will be sufficient to fund Sport Group's operations over the next 12-18 months. Additionally, the group does not face any short-term refinancing risk, as its EUR550 million TLB is maturing in 2031. Our estimated adjusted debt calculation for 2026 includes reported debt of approximately EUR565 million and lease liabilities of about EUR42 million. The group's maturity profile supports a gradual deleveraging path and allows for improved cash flow conversion without near-term maturity concerns. However, we believe a further deviation in operating performance from our base case, coupled with continuous M&A activity, could create liquidity pressures. "The stable outlook reflects our expectation that Sport Group will undergo a gradual recovery of sales and profitability starting in the second half of 2026, which should lift adjusted EBITDA to EUR65 million-EUR70 million this year and EUR80 million-EUR85 million next year. Assuming no debt-financed acquisitions, credit metrics should improve from the weak levels seen in 2025, such that adjusted debt to EBITDA is around 9x in 2026 and above 7x in 2027. We also think FOCF will remain negative this year and next year, but without a material impact on the group's liquidity position." S&P could lower its ratings over the next 12 months if: -- The liquidity position deteriorates, due, for example, to larger-than-expected negative FOCF because of weak operating performance and inability to control working capital swings. -- Sport Group's operating performance weakened versus our base-case projections, leading to no material improvement in credit and cash flow metrics versus 2025. S&P could raise the rating if Sport Group's credit and cash flow metrics improve faster than its base-case projections. This would mean adjusted debt leverage dropping below 7x and FFO cash interest coverage rising above 2x with positive FOCF on a sustained basis. This could happen as a result of strong adjusted EBITDA growth compared with S&P's base case, thanks to stronger demand, seamless execution on operating cost efficiencies, and business expansion measures, with faster synergy realization from related acquisitions. SIGNATURE FOODS: S&P Affirms 'B-' LT ICR on Full Debt Refinancing ----------------------------------------------------------------- S&P Global Ratings affirmed its 'B-' long-term issuer credit rating on Netherlands-based convenience food manufacturer Signature Foods B.V. and its 'B-' issue rating on its debt, with the recovery rating unchanged at '3' indicating S&P's view of meaningful recovery prospects (50%-70%; rounded estimate: 60%) in the event of payment default. The stable outlook reflects S&P's view that the company will continue to recover profitability on efficiency gains such that leverage should reduce and cash flow generation strengthen, while maintaining adequate liquidity. Signature Foods intends to amend and extend (A&E) its EUR62 million revolving credit facility (RCF) and the EUR350 million term loan B (TLB), and extend their maturities to September 2030 and March 2031, respectively. As part of the transaction, the outstanding EUR139 million payment-in-kind (PIK) loan will be extended to March 2032 and the EUR303 million vendor loan to March 2033. S&P forecasts Signature Foods' S&P Global Ratings-adjusted debt to EBITDA will remain elevated at about 12.0x-12.5x in fiscal 2027 (ending March 30, 2027) and 11.0x-12.0x in fiscal year 2028. This is despite the ongoing improvements in the group's profitability and cash flow generation. The proposed transaction eases Signature Foods' near-term refinancing risks. Signature Foods is launching an A&E transaction on its EUR341 million TLB due March 2028 and EUR62 million RCF due September 2027. This will extend the RCF to September 2030 and the TLB to March 2031. The group has agreed to offer TLB lenders an additional 100 basis points (bps) and RCF lenders an additional 50-bps cash margin uplift. As part of the transaction, the group will upsize the TLB by EUR9 million, to EUR350 million. S&P said, "Overall, we view this transaction as credit positive as it improves the group's debt maturity profile. In addition, former owner Pamplona Capital has agreed to acquire and extend the maturity of the EUR139 million third-party PIK loan to March 2032. The EUR303 million vendor loan, owned by Pamplona Capital and the company's management, has also been extended to March 2033. Since Pamplona Capital sold its controlling stake in 2022, we expected it could have returned as controlling shareholder once sanctions related to the Russia-Ukraine conflict would have ended. Given the uncertainty around such a return, we are realigning our analytical treatment and now view Pamplona as a thirdparty lender, discontinuing the preferential treatment on the vendor loan." S&P said, "We anticipate gradual EBITDA expansion in fiscal 2027 and 2028 from expanded topline, efficiency measures, and reduced nonrecurring expenses. We expect revenue growth of 2%-3% in fiscal 2027 and 3%-4% in 2028, including resilient organic growth and ramping up of U.S. operations. We anticipate continued positive performance of the company's private-label business and growing volumes in some of its brands, such as Johma, Homann, Topking, and Tapas. We understand the company remains focused on improving the efficiency of its operations, particularly in the Tapas segment, including downsizing, reducing waste, and optimizing sourcing and recipes, which should result in profitability gains over the next few years." Moreover, the U.S. operations continue to gain traction, with a production facility already in operation and an expanding customer portfolio. S&P said, "We expect profitability to be supported by progressive normalization in nonrecurring expenses related to the group enterprise resource planning system (partially rolled-out already), ramping up of U.S. operations, and the ongoing cost optimization program. We now expect exceptional costs to decline to about EUR5 million-EUR7 million annually over fiscal 2027-2028, from EUR10.7 million in fiscal 2026. This should help to progressively improve S&P Global Ratings-adjusted EBITDA to EUR60 million-EUR70 million in fiscal 2027 (with an EBITDA margin of 13.5%-14.5%) and EUR65 million-EUR75 million in fiscal 2028 (14%-15%)." S&P said, "We expect S&P Global Ratings-adjusted debt to EBITDA will slowly reduce but remain elevated. We forecast adjusted leverage at about 12.0x-12.5x in fiscal year 2027 (ending March 2027) and 11.0x-12.0x in fiscal year 2028 (versus 12.7x in fiscal year 2026). Our adjusted debt figure for fiscal 2027 mainly includes the EUR350 million TLB, the about EUR150 million PIK loan, and the approximately EUR275 million of Pamplona-owned vendor loan. Excluding the vendor and PIK loans, we expect leverage of about 5.5x-6.0x in fiscal year 2027 and 5.0x-5.5x in fiscal year 2028. We understand that the ongoing improvement in operating performance, with continued topline growth and normalization in non-recurring costs, should support progressive deleveraging. This is further underpinned by our understanding of the group's risk tolerance, as we expect its financial policy regarding acquisitions will be prudent and that it will not distribute dividends over the medium term." Signature Foods should maintain adequate liquidity supported by positive free operating cash flow (FOCF) generation. S&P said, "We forecast FOCF to remain solid in fiscal 2027-2028 at about EUR15 million-EUR25 million (about EUR23 million in fiscal 2026) on the back of expanding EBITDA, stable working capital flows, and limited capital expenditure (capex) intensity. That said, we expect capex to remain elevated at about EUR10 million-EUR15 million in fiscal 2027-2028, tied to investments related to the U.S. operations, capacity expansion, and efficiency projects, along with maintenance capex. Moreover, we anticipate higher interest payments as margins on the RCF and TLB are increased as part of the refinancing transaction. Despite sound cash flow generation and, due to the highly leveraged capital structure, we expect adjusted FOCF to debt to remain relatively limited at about 2.0%-3.0% over fiscal 2027-2028. Despite the successful refinancing, we think Signature Foods would eventually need to address the high amount of third-party PIK debt maturing over 2032-2033 and cash flow generation remains limited for the total amount of debt in the capital structure. That said, in our view, the positive cash flow generation will enable Signature Foods to maintain adequate liquidity over the forecast period." S&P said, "The stable outlook reflects our view that Signature Foods' operating performance should continue to improve over the coming 12 months, supported by modest topline growth, ongoing cost optimization initiatives, and a normalization in nonrecurring costs. We forecast S&P Global Ratings-adjusted EBIDTA to expand to about EUR60 million-EUR70 million in fiscal 2027, S&P Global Ratings-adjusted leverage decreasing to about 12.0x-12.5x, and FOCF generation remaining positive at about EUR15 million-EUR20 million. We also expect the company will maintain adequate liquidity." S&P could lower the rating in the next 12 months if: -- Significant weakness in operating earnings, for example from weaker consumer confidence and demand, leads to deterioration in leverage and FOCF, such that S&P views the capital structure as becoming unsustainable. -- The liquidity profile weakens. S&P could raise the rating if the group improves operating performance and cash flow generation such that S&P sees S&P Global Ratings-adjusted FOCF to debt approaching 5.0% while deleveraging from current levels. ========= S P A I N ========= AUTO ABS SPANISH 2024-1: Fitch Affirms B+ Rating on Class E Notes ----------------------------------------------------------------- Fitch Ratings has affirmed Auto ABS Spanish Loans 2024-1, Fondo de Titulizacion notes. Entity/Debt Rating Prior ----------- ------ ----- Auto ABS Spanish Loans 2024-1, Fondo de Titulización Class A ES0305837009 LT AAsf Affirmed AAsf Class B ES0305837017 LT Asf Affirmed Asf Class C ES0305837025 LT BBB-sf Affirmed BBB-sf Class D ES0305837033 LT BB+sf Affirmed BB+sf Class E ES0305837041 LT B+sf Affirmed B+sf Transaction Summary Auto ABS Spanish Loans 2024-1, FT is a securitisation of Spanish auto loans originated by Stellantis Financial Services Spain, E.F.C., S.A. (SFS Spain), a captive lender resulting from a joint venture between Stellantis N.V. and Open Bank, SA (A+/Stable/F1). As of the latest reporting date, the portfolio balance was about 72% of the initial balance. The transaction's revolving period ended in December 2024 and it has since been amortising pro-rata. KEY RATING DRIVERS Stable Performance Expectations: Key performance indicators for this transaction remain solid, which underpin its expectation of stable trends in the short-to-medium term, even though Fitch has changed the outlook for the European ABS sector to deteriorating from neutral, reflecting its expectation that the weakening in recent quarters will persist to end-2026. The balance of gross cumulative defaults in relation to the initial pool balance plus revolving period purchases was contained at just 0.6%, as of the latest reporting date in May 2026, and loans in arrears over 30 days (excluding defaults) were negligible at 0.3% of the current pool balance. Defaults are defined as loans more than 90 days in arrears. Partial Asset Assumption Recalibration: Fitch has recalibrated the blended base case default rate to 2.5% from 3.5% for the transaction's remaining life, reflecting the actual and projected portfolio performance and Spain's robust economic outlook. Fitch has maintained all other asset assumptions unchanged such as base case recoveries of 60% and annualised prepayments at 8%, with the exception of the market value decline rates. Fitch now aligns market value declines with the mid-point consideration of its criteria for all rating cases, consistent with the most recent Auto ABS Spanish Loans 2026-1 (instead of low haircuts for 'BB+sf' and below rating cases before). Stable Credit Enhancement Protection: Fitch considers the transaction to be sufficiently protected by credit enhancement (CE) against projected losses at their ratings. Fitch expects CE levels to remain broadly stable in the short term, given the pro-rata amortisation of the notes and because Fitch views a switch to sequential amortisation as unlikely in the short term, due to the gap between actual portfolio performance and the defined triggers. However, Fitch would expect a rapid CE build-up if any sequential trigger were breached as the transaction would deleverage in order of seniority. Counterparty Arrangements Cap Ratings: The maximum achievable rating of this transaction remains at 'AA+sf' under Fitch's criteria, due to the transaction account bank (TAB) and swap provider minimum eligibility ratings of 'A-' or 'F1', which are insufficient to support a 'AAAsf' rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Long-term asset performance deterioration such as increased delinquencies or reduced portfolio yield, which could be driven by changes in portfolio characteristics, macroeconomic conditions, business practices or the legislative landscape, would be negative for the ratings. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Increasing CE ratios, as the transaction deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher ratings, may 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 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's 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. Prior to the transaction's closing, 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. =========== T U R K E Y =========== VESTEL ELEKTRONIK: Fitch Lowers IDR to 'CCC-', On Watch Negative ---------------------------------------------------------------- Fitch Ratings has downgraded Vestel Elektronik Sanayi ve Ticaret Anonim Sirketi's Long-Term Foreign-Currency and Local-Currency Issuer Default Ratings (IDRs) to 'CCC-' from 'CCC+'. Fitch has also downgraded the senior unsecured notes to 'CC' from 'CCC'. The Recovery Rating is 'RR5'. All ratings have been placed on Rating Watch Negative (RWN). The downgrade follows Vestel's commencement of discussions with creditors to restructure its debt under Türkiye's financial restructuring framework and its entry into an effective standstill with the majority of its local lenders. The downgrade reflects Fitch's view that the proposed restructuring will likely constitute a distressed debt exchange (DDE). The RWN is pending the proposal outcome and reflects the likely further downgrade of the ratings before Fitch updates the ratings on a new capital structure after DDE. Fitch will resolve the RWN once there is greater clarity on the outcome and terms of the restructuring process, which is likely to take several weeks. Key Rating Drivers DDE Likely: Fitch views the proposed restructuring of Vestel's debt as likely to constitute a DDE. The restructuring reportedly involves extending maturities and aligning repayment schedules with operating cash flow. Vestel's debt was about USD2 billion- equivalent at end-1Q26. The restructuring application covers Vestel's loans but its full scope and terms are not yet disclosed. Fitch will likely downgrade Vestel's IDR to 'RD' (Restricted Default), following completion of the restructuring, reflecting DDE treatment under Fitch's criteria, before Fitch determines the rating appropriate for the post-restructuring profile. Weak Demand and Profitability Erosion: Revenue declined 49% year on year in 1Q26, driven by lower volumes amid intensified competition across key European end-markets in most product categories, particularly in TVs and white goods. EBITDA margins deteriorated to -6.3% in 1Q26 from 3.7% in 1Q25, reflecting an increasing cost base. Profitability was also affected by weak European demand, higher logistics costs from Red Sea disruptions, rising labour costs, and currency depreciation that lagged domestic inflation, which reduced cost competitiveness and pricing flexibility. Unsustainable Capital Structure: Fitch forecasts continued negative FCF until 2028, due to limited recovery in EBITDA in the short-to-medium term. Persistently negative FCF reduces financial flexibility and increases reliance on short-term funding and rollovers. Vestel's capital structure sustainability depends on operational recovery, but Fitch views the current leverage as excessive. Uncommitted Turkish bank facilities remain available and have been supportive, and Vestel has reduced its share of short-term debt and converted some Turkish lira loans into foreign-currency loans. However, greater dependence on these lines increases vulnerability to market conditions and bank risk appetite. Peer Analysis Vestel's closest peer is Turkish-based Arçelik A.Ş. (B+/Negative), which focuses on more profitable white goods and has broader geographic diversification in its production base than Vestel. Vestel's leverage is higher, and its financial flexibility is weaker due to lower interest coverage and more negative FCF margins. This gap is reflected in the multi-notch difference in their ratings. Vestel's business profile compares well with that of Artel Electronics LLC (B/Negative), with broader diversification and larger scale. This is offset by Vestel's financial profile, which is considerably weaker than Artel's across profitability, FCF margin, EBITDA leverage and interest coverage. Fitch’s Key Rating-Case Assumptions Revenue in lira to increase by 18% on average annually in 2026-2029 Fitch-calculated EBITDA margin about 1% for 2026, and to increase to 14% by 2029, reflecting volume recovery, improved product mix and pricing actions Capex at an average of 3.7% of revenue until 2029 FCF margin to remain negative until 2028, reflecting slow recovery in EBITDA margins and high interest expenses No dividends distribution or 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 ('bb', Moderate), sector characteristics ('bb+', Lower), market and competitive positioning ('b+', Moderate), diversification and asset quality ('bb-', Lower), company operational characteristics ('bb-', Moderate), profitability ('ccc-', Moderate), financial structure ('ccc-', Higher), and financial flexibility ('ccc', Higher). The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. B+ to CC considerations apply in its analysis and result in an adjustment of -1 notch. The governance assessment of 'good' has no impact. The operating environment assessment of 'bbb-' has no impact. The SCP is 'ccc-'. To derive the Long-Term IDR: Application of Fitch's Parent and Subsidiary Linkage Rating Criteria results in a standalone approach. Recovery Analysis In its recovery analysis of the current debt structure, which does not reflect the proposed restructuring because of insufficient detail, Fitch assumes that Vestel would be reorganised as a going-concern (GC) in the event of bankruptcy rather than liquidated, in line with its criteria. Fitch uses an administrative claim of 10%, in line with the industry median and peer group. Fitch translated its recovery estimates into US dollars from lira (using the exchange rate at 31 March 2026) as its USD500 million bond was issued in dollars. Fitch assumes a GC EBITDA of USD240 million, unchanged from its previous assessment. This reflects its expectation of EBITDA after restructuring as Vestel recovers. Fitch applies a multiple of 4.5x to the GC EBITDA to calculate an enterprise value after reorganisation, given Vestel's strong market position in Türkiye and flexible cost structure. However, this multiple is constrained by industry dynamics (including Turkish regulations), lack of geographical diversification (particularly in Asia and North America), lack of pricing power and the strength of competitors within the market. The waterfall analysis is based on a capital structure as of 31 March 2026, which consists of factoring, senior unsecured USD500 million Eurobond at a fixed coupon of 9.75% and bank credit facilities. Debt issued by subsidiary Vestel Beyaz Eşya Sanayi ve Ticaret A.Ş. ranks structurally senior to remaining debt instruments. In its assumptions, Fitch does not expect factoring to remain available during bankruptcy, which remains unchanged from its previous assessment, and therefore deduct it from the enterprise value (Fitch understands from management that factoring remains available to Vestel during the current negotiations). These assumptions result in recovery for the senior unsecured instrument within the 'RR5' Recovery Rating category under the current debt structure, leading to a 'CC' notes' rating, one notch below the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Steps taken towards completion of the proposed restructuring or imminent liquidity pressure Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action is unlikely, as reflected by the RWN, ahead of the debt restructuring Liquidity and Debt Structure Vestel remains dependent on short-term bank debt and factoring to meet its financing needs. The practice of continuously rolling over those uncommitted bank lines is typical in the Turkish corporate market and limits its liquidity assessment of Vestel. Long-term notes represented about half of Vestel's debt at end-March 2026, with short-term bank loans and domestic bonds accounting for the rest (Vestel has recently reduced the share of short-term debt). Reliance on the rollover of short-term debt is likely to persist, due to its forecast of slower recovery in EBITDA margins and continued negative FCF. Issuer Profile Vestel specialises in the manufacturing and sales of electronics, major household appliances, digital and e-mobility solutions in Türkiye. 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 Vestel. 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 ----------- ------ -------- ----- Vestel Elektronik Sanayi Ve Ticaret A.S. LT IDR CCC- Downgrade CCC+ LC LT IDR CCC- Downgrade CCC+ senior unsecured LT CC Downgrade RR5 CCC =========================== U N I T E D K I N G D O M =========================== ARTEMIS INTERIOR: Opus Restructuring Appointed as Administrators ---------------------------------------------------------------- Artemis Interior 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-2026-000161. Trevor John Binyon and Anthony Peter Davidson of Opus Restructuring LLP were appointed as Joint Administrators on June 15, 2026. The company engaged in building completion and finishing, as well as other specialised construction activities not elsewhere classified. The company's registered office is c/o Moorfields, 82 St John Street, London, EC1M 4JN. The company's principal trading address is c/o Moorfields, 82 St John Street, London, EC1M 4JN. Prior to administration, the company operated from 7th Floor, 125 Finsbury Pavement, London, EC2A 1NQ. The Joint Administrators can be contacted at: Trevor John Binyon Anthony Peter Davidson Opus Restructuring LLP 322 High Holborn LondonWC1V 7PB Further details: Rizwana Patel Email: rizwana.patel@opusllp.com B WOMACK: Clough Corporate Appointed as Administrators ------------------------------------------------------ B Womack Furniture Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2025-001080. Steven George Hodgson and Christopher Wood of Clough Corporate Solutions Limited were appointed as Joint Administrators on June 18, 2026. The company engaged in agents involved in the sale of furniture, household goods, hardware and ironmongery. The company's registered office is c/o JT Maxwell Limited, Unit 2.01 Hollinwood Business Centre, Albert Street, Hollinwood, Failsworth, OL8 3QL. The company's principal trading address is 20-21 Hallgate, Doncaster, South Yorkshire, DN1 3NG. The Joint Administrators can be contacted at: Steven George Hodgson Christopher Wood Clough Corporate Solutions Limited 2nd Floor, 11 Park Square East Leeds, West Yorkshire LS1 2NG Further details: The Joint Administrators Email: admin@cloughcs.co.uk Alternative contact: Becky Schofield CHATSWORTH ROW: Creditors' Virtual Meeting Set for July 10 ---------------------------------------------------------- Edward M Avery-Gee and Nick Brierley of CG & Co, as joint administrators of Chatsworth Row Limited, disclosed that a virtual meeting of the creditors of the Company will be held by Microsoft Teams on July 10, 2026 at 11.00 a.m. The purpose of the July 10 meeting is, to seek approval of the Joint Administrators' Proposals. A creditor may appoint a person as a proxy-holder to act as their representative and to speak, vote, abstain or propose resolutions at the meeting. A proxy for a specific meeting must be delivered to the chair before the meeting. A continuing proxy must be delivered to the Joint Administrators and may be exercised at any meeting which begins after the proxy is delivered. Proxies may be delivered to 27 Byrom Street, Manchester, M3 4PF. In order to be counted a creditor's vote must be accompanied by a proof in respect of the creditor's claim (unless it has already been given). A vote will be disregarded if a creditor`s proof in respect of their claim is not received by 4:00 p.m. on July 9, 2026 (unless the chair of the meeting is content to accept the proof later). A creditor who has opted out from receiving notices may nevertheless vote if the creditor provides a proof of debt in the requisite time frame. Proofs may be delivered to CG & Co, 27 Byrom Street, Manchester, M3 4PF. The Joint Administrators can be reached at: Edward M Avery-Gee Nick Brierley CG & Co 7 Byrom Street Manchester M3 4P For further details, contact: Claire Usher Tel No: 0161 358 0210 Email: info@cg-recovery.com Chatsworth Row Limited was placed in administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List, Court Number: CR-2026-MAN-000186, on Feb. 2, 2026. G2 HOUSING: KRE Corporate Appointed as Administrators ----------------------------------------------------- G2 Housing Group Ltd was placed into administration in the High Court of Justice, Business and Property Courts, Court Number CR-2026-004789. Rob Keyes and David Taylor of KRE Corporate Recovery Limited were appointed as Joint Administrators on June 19, 2026. The company engaged in the development of building projects. The company's registered office and principal trading address is 24 Picton House, Hussar Court, Waterlooville, Hampshire, PO7 7SQ. The Joint Administrators can be contacted at: Rob Keyes David Taylor KRE Corporate Recovery Limited Unit 8, The Aquarium 1-7 King Street Reading RG1 2AN Further details: Vikki Claridge Email: Vikki.Claridge@krecr.co.uk Tel: 01189 977355 MORGLAS ABS 2026-1: S&P Assigns Prelim. B-(sf) Rating on X Notes ---------------------------------------------------------------- S&P Global Ratings assigned preliminary credit ratings to Morglas ABS 2026-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes. At closing, the issuer will also issue unrated class Z-Dfrd, R-Dfrd, and Y certificates. This is the second public securitization of a portfolio of unsecured consumer loans originated and serviced by Admiral in the U.K. It will amortize from the first interest payment date, and the issuer will use the proceeds of the collateralized notes (class A to class Z-Dfrd) to purchase a portfolio of unsecured consumer loans. Collections will be distributed monthly according to a split waterfall, separate for interest and principal collections. Principal payments will initially be pro rata until a sequential amortization event occurs. The class A and B-Dfrd notes will benefit from an amortizing liquidity reserve, sized at 1.25% of their principal closing balances. It will amortize in line with the outstanding balance on these notes, subject to a minimum amount of GBP500,000. This reserve will be available to cover interest shortfalls on the class A and B-Dfrd notes as well as senior items in the revenue waterfall. The excess of the reserve fund above its required amount following the amortization of its balance to its required level will be released in the interest priority of payments and may be used to cure the principal deficiency ledgers. The reserve's balance will be zero after the class A and class B-Dfrd notes fully redeem, with the excess being released in the interest waterfall. A combination of note subordination, excess spread, and the excess of the liquidity reserve above its required amount provides credit enhancement for the rated notes. The rated notes pay a daily compounded Sterling Overnight Index Average (SONIA) rate plus a margin subject to a floor of zero, while the assets pay a monthly fixed interest rate. An interest rate swap mitigates fixed-floating interest rate risk, with a predetermined notional amount based on a 20% prepayment rate. Barclays Bank PLC is the interest rate swap provider. Except for the class A notes, interest due on all classes of notes is deferrable under the transaction documents. Nonpayment of interest on the mezzanine and junior notes does not constitute an event of default. If a class becomes the most senior, current interest is due on a timely basis, while any outstanding deferred interest is due immediately once this tranche becomes the most senior or on the maturity date. Considering the collections' frequency, payments are expected to be remitted to the transaction account within two business days of receipt, therefore, S&P considers commingling risk to be mitigated. The transaction structure also incorporates a declaration of trust over Admiral's collection account as an additional layer of protection. Admiral is not a deposit-taking institution, and no insurance is attached to the loans, however Admiral's employees are not explicitly excluded from the securitized portfolio. While Admiral states this scenario is unlikely (less than one per 1,000 loans), it cannot definitively exclude these loans from the pool. Admiral does not specifically target its employees with their unsecured loan product, nor does it offer preferential terms--employees must meet the same underwriting criteria as any other applicant. Our analysis considered the transaction's minimal exposure to potential employee setoff risk. Admiral will be the initial servicer of the loans. Lenvi Servicing Ltd.--as standby servicer--is expected to be operational within 30 days of a termination event. The preliminary ratings are not constrained by counterparty, operational, or sovereign risks. S&P expects to assign ratings at closing, subject to a satisfactory review of the transaction documents, legal opinions, and positive assessment of the issuer's bankruptcy remoteness. Preliminary ratings Class Prelim. Rating Prelim. class size (%) A AAA (sf) 80.75 B-Dfrd AA (sf) 7.10 C-Dfrd A (sf) 5.70 D-Dfrd BBB (sf) 2.70 E-Dfrd BB (sf) 2.23 F-Dfrd B (sf) 0.87 Z-Dfrd NR 0.65 R-Dfrd† NR 1.10 X-Dfrd† B- (sf) 3.25 Y certs NR N/A Note: S&P said, "Our preliminary rating on the class A notes addresses timely payment of interest and ultimate repayment of principal. Our ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes address the ultimate repayment of both interest and principal, and consider the timely payment of interest, including any previously deferred amounts, once the class is the most senior." †The class R-Dfrd, and X-Dfrd notes are not asset-backed. Their proceeds will fund the reserve accounts and pay any issuance expenses and fees Dfrd--Deferrable. NR--Not rated. N/A--Not applicable. PURMO GROUP: Fitch Alters Outlook on 'B+' LongTerm IDR to Negative ------------------------------------------------------------------ Fitch Ratings has revised Purmo Group Holdco (UK) Limited's Outlook to Negative from Stable, while affirming its Long-Term Issuer Default Rating (IDR) of 'B+'. At the same time, Fitch has affirmed the Purmo Group Finco (UK) plc EUR430 million senior secured sustainability-linked notes (SSNs) senior secured rating at 'B+' with a Recovery Rating of 'RR4'. The Negative Outlook reflects weaker-than-expected performance in 1Q26, resulting in flat absolute EBITDA on a last 12 months (LTM) basis and leverage likely to remain outside its downgrade sensitivity. Free cash flow (FCF) generation has also been weak and below its previous expectations. A downgrade is likely if leverage and FCF fail to improve through growth in underlying earnings in the short term. The IDR reflects the group's rather limited business profile, with modest product and geographical diversification, and exposure to cyclical end-markets, as well as high leverage. Rating strengths are its sound market position in climate solutions in Europe, solid and improving operating margins and adequate liquidity. Key Rating Drivers Very High Leverage: Purmo's gross leverage of 6.1x at end-2025 was materially outside the downgrade sensitivity of 5x and its previous expectation of about 5.5x. This was driven by flat EBITDA as demand for the group's products remained cyclically subdued. Fitch expects some improvement in gross leverage to 5.8x at end-2026 and towards 5x by end-2027. A lack of deleveraging progress will lead to a downgrade. Stalled EBITDA Improvement: Fitch expects Purmo's Fitch-calculated EBITDA margin to rise to 11.7% in 2026, from 10.8% in 2025, driven by continuous cost improvement, price adjustments and a focus on higher margin end-markets. Fitch expects the margin to increase to above 12% in 2027 and more gradually in the following two years. Nevertheless, sluggish revenue growth, due to weak demand in certain end-markets, is likely to result in only marginal increases in absolute EBITDA in 2026 and 2027. Weak Cash Generation: Cost-cutting measures and other one-off charges led to negative FCF in 2025. Fitch does not expect Purmo to generate meaningful FCF in 2026 owing to weak recovery in underlying earnings, even though restructuring charges are expected to be much lower. Fitch expects the FCF margin to return above 1% in 2027, the negative sensitivity, as earnings continue their gradual recovery, but Fitch also assumes working capital and capex discipline to be maintained. Leading Market Position: Purmo has strong market positions in Europe in both radiators and related components as well as in the faster-growing solutions market with its comprehensive heating and cooling offering to customers. Fitch expects the group to maintain its position in the short-to-medium term through organic growth and occasional bolt-on acquisitions. Limited Diversification: The ratings are restricted by the group's weak diversification. While it offers more products than most of its direct peers, its product portfolio is limited to heating and cooling solutions equipment, and its end-markets are therefore rather narrow. Similarly, its geographic diversification is modest, with nearly all revenue derived from Europe. Volatile Market Dynamics: Purmo is exposed to the new residential construction sector and the market for residential renovations. The former shows short-term volatility and is driven by macro factors such as GDP growth and finance availability while the latter is driven more by consumer confidence. However, both segments have long-term structural growth potential, partly reflecting the pressure to lower carbon emissions in housing. Peer Analysis Purmo's financial profile is broadly in line with that of other European industrial issuers in the 'B' rating category, including Quimper AB (B+/Stable), Tarkett Participation (B+/Positive) and Assemblin Caverion Group AB (B+/Positive). Purmo generates stronger profitability metrics than these peers but has weaker FCF margins. Its leverage profile is broadly comparable with Quimper's, but stronger than Ahlstrom's, supporting the one-notch differential. Purmo's smaller scale and narrower geographic diversification than most of these peers are partly offset by its strong market position in Europe. Its exposure to cyclical and potentially volatile end-markets is also broadly consistent with that of other building products issuers. Fitch’s Key Rating-Case Assumptions Mid-single digit annual revenue growth starting in 2027 as new residential construction activity recovers while demand for renovation continues steady growth Gradual earnings margin improvement to 2029 as market dynamics improve and the benefits of restructuring measures are realised Changes in working capital to turn negative from 2027 at 0.5% of revenue on average due to revenue growth Capex at 2.8% of revenue to support growth No dividend payments or other shareholder returns 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', Moderate), company operational characteristics ('bbb-', Moderate), profitability ('bb+', Moderate), financial structure ('b-', Higher), and financial flexibility ('b', Moderate). The quantitative financial subfactors are based on custom CRT financial period parameters: 20% weight for the historical year 2025, 30% for the forecast year 2026, 30% for the forecast year 2027 and 20% for the forecast year 2028. B+ to CC considerations apply in its analysis and have no impact. The governance assessment of 'some deficiencies' has no impact. The operating environment assessment of 'a+' has no impact. The SCP is 'b+'. To derive the Long-Term IDR: Fitch made no adjustments to the SCP, resulting in an IDR of 'B+'. Recovery Analysis The recovery analysis assumes that Purmo will be considered as going concern (GC) rather than liquidated, given its strong market position and long-term relationship with customers Fitch assumes a 10% administrative claim and EUR42.1 million of securitisation (highest drawn amount as at 1Q25), which will be unavailable during restructuring and is hence deducted from the enterprise value The GC EBITDA of EUR60 million reflects the possibility of the company sustaining its margins in unfavourable market conditions due to its already implemented cost restructuring and ability to pass on increased costs of raw materials Fitch assumes a 5.5x GC EBITDA multiple due to exposure to a volatile construction sector, although volatility is lower than for some of the peers as its main exposure is to renovation rather than new build. This exposure is balanced by its strong market position and reasonable FCF generation; the multiple is in line with the peers' median Debt consists of EUR125 million super senior revolving credit facility (RCF) due 2028 and EUR430 million senior secured notes (SSNs) due 2029. The super senior RCF ranks first and Fitch assumes it to be fully drawn in a restructuring. The SSNs rank second and the waterfall analysis shows recoveries mapping to 'RR4' and 'B+' rating for the SSNs RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - FCF margins below 1% - EBITDA leverage above 5x - Cash flow from operations less capex below 5% of debt - EBITDA margins below 8% Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - FCF margins above 3% - EBITDA leverage below 4x - Cash flow from operations less capex at above 10% of debt - Improved geographic and product diversification Liquidity and Debt Structure Purmo had Fitch-adjusted cash of EUR7.7 million at end-March 2026, after restricting EUR25 million for intra-year operational requirements, and a fully undrawn EUR125 million RCF. The low cash balance reflects lower revenue, business seasonality, with cash generation typically strongest at year-end, restructuring costs and working-capital swings. Fitch expects Fitch-adjusted cash of EUR23 million end-2026, supported by neutral to positive FCF and rollover of its factoring facility. Issuer Profile Purmo is a Finnish company that manufactures and distributes heating products and systems. 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 Purmo. 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 ----------- ------ -------- ----- Purmo Group Finco (UK) Plc senior secured LT B+ Affirmed RR4 B+ Purmo Group Holdco (UK) Limited LT IDR B+ Affirmed B+ TYNTEC LIMITED: FRP Advisory Appointed as Administrators -------------------------------------------------------- Tyntec Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-004785. Philip Lewis Armstrong and Philip James Watkins of FRP Advisory Trading Limited were appointed as Joint Administrators on June 19, 2026. The company was into telecommunication activities. The company's registered office is c/o FRP Advisory Trading Limited, 110 Cannon Street, London, EC4N 6EU. It is in the process of being changed from 13th Floor, One Angel Court, London, EC2R 7HJ. The company's principal trading address is 13th Floor, One Angel Court, London, EC2R 7HJ. The Joint Administrators can be contacted at: Philip Lewis Armstrong Philip James Watkins FRP Advisory Trading Limited 110 Cannon Street London EC4N 6EU Further details: The Joint Administrators Tel: 020 3005 4000 Email: cp.london@frpadvisory.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. 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