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260609.mbx T R O U B L E D C O M P A N Y R E P O R T E R L A T I N A M E R I C A Tuesday, June 9, 2026, Vol. 27, No. 114 Headlines A R G E N T I N A GENERACION MEDITTERRANEA: Closes Exchange Offer With 97.88% Tender B E R M U D A CARNIVAL CORP: Moody's Ups CFR to 'Ba1', Outlook Positive B R A Z I L BRAZIL: Shows Resilience Amid Multiple Shocks, IMF Says XP INC: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable D O M I N I C A N R E P U B L I C DOMINICAN REPUBLIC: Why Forced Labor Concerns Could Affect Exports J A M A I C A JAMAICA: Exports Earnings Plunge as Trade Activity Weekens JAMAICA: JMEA Urges Manufacturers to Diversify Export Markets JAMAICA: Private Insurers Urged to Fast-Track Settling Claims P A N A M A MERCANTIL HOLDING: Fitch Affirms BB- LongTerm IDR, Outlook Stable P U E R T O R I C O PHOENIX FUND: Has Deal on Cash Collateral Access RECOLETA LLC: Hires Rodriguez Espola LLC as Estate Accountant WEST MARINE: Plan Contemplates Two Scenarios T R I N I D A D A N D T O B A G O TRINIDAD GENERATION: Fitch Affirms BB LongTerm IDRs, Outlook Stable - - - - - ================= A R G E N T I N A ================= GENERACION MEDITTERRANEA: Closes Exchange Offer With 97.88% Tender ------------------------------------------------------------------ Generacion Mediterranea S.A. and Central Termica Roca S.A., announced on June 2, 2026, the results as of the Expiration Date of the previously announced offer to exchange any and all of their outstanding 11.000% Senior Secured Notes due 2031 for the Companies' newly issued Senior Secured Fixed Rate Step-Up Notes due 2034 and Value Recovery Notes due 2036 and their solicitation of consents of the holders of the Existing Notes to amend certain provisions of the indenture pursuant to which the Existing Notes were issued and to release all of the collateral securing the Existing Notes, upon the terms and subject to the conditions set forth in the Exchange Offer Memorandum and Solicitation Statement, dated May 4, 2026. Morrow Sodali International LLC, trading as Sodali & Co, acting as information and exchange agent for the Offer and Solicitation, advised the Companies that, as of 5:00 p.m. (New York City time) on June 2, 2026, Existing Notes for an aggregate principal amount equal to approximately US$346,457,132, or 97.88% of all Existing Notes were validly tendered for exchange in the Exchange Offer. Below are additional details with respect to the final results of the Exchange Offer. Title of Existing Notes(1) - 11.000% Senior Secured Notes due 2031 CUSIP/ISIN - Rule 144A: 36875KAJ0 / US36875KAJ07 - Regulation S: P46214AG0 / USP46214AG00 Original Principal Amount of Existing Notes(2) - US$353,963,822 Total Principal Amount Tendered as of the Expiration Date - US$346,457,132 Percentage of the Original Principal Amount Outstanding - 97.88 % (1) The Existing Notes are currently listed on BYMA and traded on A3 Mercados S.A. (2) No scheduled amortizations, voluntary redemptions or repurchases have been made in respect of the Existing Notes since the first issue date thereof. Existing Notes validly tendered, and not validly withdrawn by the Expiration Date may no longer be withdrawn, and related consents validly delivered and not validly revoked by the Expiration Date may no longer be revoked, except as may be required by applicable law. Consent Solicitation Results; Minimum Participation Condition The Companies have received the affirmative consent of holders representing more than 85% aggregate participation of the Existing Notes then outstanding in order to: (i) substantially eliminate the restrictive covenants and certain events of default with respect to the Existing Notes, (ii) change the governing law of the Existing Notes Indenture (as defined in the Exchange Offer Memorandum and Solicitation Statement) to the laws of England and Wales (which amendment shall only be implemented to the extent the Exchange Offer is not consummated pursuant to its terms and the Companies and the Ad Hoc Group decide to pursue the Scheme), and (iii) release all of the collateral securing the Existing Notes, direct each of the Existing Notes Trustee, the Argentine Collateral Agent and the Onshore Trustee (each term as defined in the Exchange Offer Memorandum and Solicitation Statement) to release all of the collateral securing the Existing Notes and execute all documents necessary to release all of the collateral securing the Existing Notes. Supplemental Indenture The Companies executed a supplemental indenture on May 27, 2026, to give effect to the Proposed Amendment to Release Collateral (as defined in the Exchange Offer Memorandum and Solicitation Statement) and the Proposed Indenture Amendment (as defined in the Exchange Offer Memorandum and Solicitation Statement) but it will not become operative unless and until the Companies pay the applicable Exchange Consideration and deliver an officer's certificate to the Existing Notes Trustee certifying that the applicable Exchange Consideration has been paid to all Eligible Holders that have validly tendered, and not validly withdrawn and accepted for exchange in the Exchange Offer. The Proposed Amendment to Release Collateral, once operative, will release and authorize the release of all of the collateral securing the Existing Notes, and direct each of the Argentine Collateral Agent and the Onshore Trustee to release the collateral securing the Existing Notes and to execute documents necessary to release all of the collateral securing the Existing Notes. The release of all of the collateral securing the Existing Notes will follow the procedures provided in the Existing Notes Indenture. Settlement Date The Companies expect to issue and deliver the applicable principal amount of New Notes and VRI Notes, together with the Early Exchange Consideration, in exchange for any Existing Notes validly tendered and accepted for exchange, and not validly withdrawn, in the amount and manner described in the Exchange Offer Memorandum and Solicitation Statement, promptly after the Expiration Date. Clean-up Call In accordance with Section 5(e) of the certificates in global form evidencing the Existing Notes, as holders of 90.0% in aggregate principal amount of the outstanding Existing Notes (the "Clean-Up Call Threshold") accepted the Exchange Offer, the Companies may elect to request holders of any Existing Notes that remain outstanding after the Settlement Date to exchange such Existing Notes for the Late Exchange Consideration provided to the participating holders in the Exchange Offer (subject to applicable procedures of The Depository Trust Company) (the "Clean-Up Call"). The Companies announced on May 20, 2026 their intent to exercise their right to make the Clean-Up Call. Information and Exchange Agent and Dealer Manager and Solicitation Agent Sodali & Co is acting as the Information and Exchange Agent for the Offer and Solicitation. BCP Securities, Inc. is acting as global coordinator, dealer manager and solicitation agent (the "Global Coordinator, Dealer Manager and Solicitation Agent") for the Exchange Offer and the Consent Solicitation. For further information, any questions or requests for assistance about the Offer and Solicitation, please contact the Information and Exchange Agent, in London, at The Leadenhall Building, 122 Leadenhall Street, London, EC3V 4AB, United Kingdom, by telephone: +44 20 4513 6933, and in New York, at 430 Park Avenue 14th Floor, New York, NY 10022, by telephone: +1 203 658 9457 or by email at albanesi@investor.sodali.com. Eligible Holders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer and Solicitation. Disclaimers THE NEW NOTES AND THE VRI NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (INCLUDING THE RULES AND REGULATIONS THEREUNDER, THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS. THEREFORE, THE NEW NOTES AND THE VRI NOTES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS. The Exchange Offer is being made, and the New Notes and VRI Notes are being offered for exchange only to holders of Existing Notes (1) reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act), in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof, and (2) outside the United States, to persons other than "U.S. persons" (as defined in Rule 902 under the Securities Act) and who are not acquiring New Notes or the VRI Notes for the account or benefit of a U.S. person, in offshore transactions in compliance with Regulation S under the Securities Act. Only holders who have returned a duly completed Eligibility Letter certifying that they are within one of the categories described herein are authorized to receive and review the Exchange Offer Memorandum and Solicitation Statement and to participate in the Offer and Solicitation (such holders, "Eligible Holders"). None of the Companies, the Global Coordinator, the Dealer Manager and Solicitation Agent, the Argentine Information Agents, the Existing Notes Trustee, the Representative of the Existing Notes Trustee in Argentina, the New Notes Trustee or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Offer and Solicitation. This press release is qualified in its entirety by the Offer and Solicitation Documents. This press release is for informational purposes only and does not constitute an offer or an invitation to participate in the Offer and Solicitation. The Offer and Solicitation is being made pursuant to the Offer and Solicitation Documents, copies of which will be delivered to holders of the Existing Notes, and which set forth the complete terms and conditions of the Offer and Solicitation. Eligible Holders are urged to read the Offer and Solicitation Documents carefully before making any decision with respect to their Existing Notes. The Offer and Solicitation is not being made to, nor will the Companies accept exchanges of Existing Notes from holders in any jurisdiction in which it is unlawful to make such an offer. This press release is for informational purposes only and does not represent an offer to sell securities or a solicitation to buy securities in the United States or in any other country. This press release is released for disclosure purposes only, in accordance with applicable legislation. It does not constitute marketing material, and should not be interpreted as advertising an offer to sell or soliciting any offer to buy securities issued by the Companies in any jurisdiction where it is illegal to do so. This press release to the market is not for distribution in or into or to any person located or resident in any jurisdiction where it is unlawful to release, publish or distribute this announcement. None of the Companies, the Dealer Manager and Solicitation Agent or the Information and Exchange Agent makes any recommendation as to whether or not Eligible Holders of Existing Notes should exchange their Existing Notes in the Exchange Offer and deliver Consents in the Consent Solicitation. Neither the U.S. Securities and Exchange Commission, any U.S. state securities commission, nor any regulatory authority of any other country has approved or disapproved of the Exchange Offer or the Consent Solicitation, passed upon the merits or fairness of the Exchange Offer or the Consent Solicitation, or passed upon the adequacy or accuracy of the disclosure in the Exchange Offer Memorandum and Solicitation Statement. Neither the delivery of this announcement, the Offer and Solicitation Documents nor any purchase pursuant to the Offer and Solicitation shall under any circumstances create any implication that the information contained in this announcement or the Offer and Solicitation Documents is correct as of any time subsequent to the date hereof or thereof or that there has been no change in the information set forth herein or therein or in the Companies' affairs since the date hereof or thereof. Forward Looking Statements This press release may contain forward-looking statements. Some of these statements include statements regarding our current intent, belief or expectations. While we consider these expectations and assumptions to be reasonable, forward-looking statements are subject to various risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Forward-looking statements are not guarantees of future performance. Actual results may be substantially different from the expectations described in the forward-looking statements. Accordingly, investors should not place undue reliance on forward-looking statements as a prediction of actual results. We have based these forward-looking statements on current expectations and assumptions about future events. While we consider these expectations and assumptions to be reasonable, they are inherently subject to significant risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. SOURCE Generacion Mediterranea S.A. and Central Termica Roca S.A. ============= B E R M U D A ============= CARNIVAL CORP: Moody's Ups CFR to 'Ba1', Outlook Positive --------------------------------------------------------- Moody's Ratings upgraded its ratings of Carnival Corporation Ltd. (Carnival); corporate family rating to Ba1 from Ba2, probability of default rating to Ba1-PD from Ba2-PD and backed senior unsecured notes to Ba1 from Ba3. Moody's also affirmed the Baa2 backed senior secured notes rating assigned to Carnival. For Carnival UK Ltd (UK Ltd), formerly Carnival plc, Moody's affirmed the Baa2 backed senior secured first lien notes rating and upgraded the senior unsecured rating to Ba1 from Ba3. Moody's also affirmed the Not Prime backed commercial paper ratings of Carnival and UK Ltd and upgraded the rating of the backed taxable revenue bond issued by Long Beach (City of) CA to Ba1 from Ba3. Carnival's SGL-1 speculative grade liquidity (SGL) rating is unchanged and the rating outlook for Carnival and UK Ltd remains positive. The upgrades of the ratings and positive outlook reflect Moody's expectations for ongoing improvements in operating results and further deleveraging of the capital structure through 2027. Moody's believes that demand for cruise vacations will remain durable notwithstanding macroeconomic conditions. Middle income and higher income demographics dominate the cruise industry's customer base. Additionally, the customer base will continue to grow with the aging population, particularly in the dominant cruise market of North America and as ongoing advertising increases awareness of cruise vacations. Moody's also projects solid annual free cash flow of at least $1.5 billion through 2027. Earnings expansion rather than material amounts of debt retirement will account for the improvement in credit metrics that Moody's expects. Debt/EBITDA will approach 3.0x and funds from operations + interest/interest 6.5x by the end of 2027. In Moody's projections, Moody's added approximately $600 million to annual fuel expense for 2026 compared to the guidance the company provided in its Q1 2026 earnings. The upgrade of the senior unsecured rating to Ba1, a two notch move compared to the one notch upgrade of the CFR, reflects unsecured debt representing a greater majority of the company's debt capital. As unsecured debt accounts for a sufficiently large amount of total claims in Moody's Loss Given Default for Speculative-Grade Companies methodology (LGD) waterfall, the unsecured rating is no longer down-notched. The affirmation of the Baa2 senior secured rating results from us applying a one-notch downwards override to the output of Moody's LGD model. The company's remaining rated senior secured notes mature through August 2029 and or have fall-away provisions that will strip their collateral if the company attains at least two investment grade ratings. Should this occur, these instruments would become unsecured and their ratings would be lowered to the then assigned senior unsecured rating. RATINGS RATIONALE The Ba1 corporate family rating balances Carnival's leading position in the global ocean cruise industry based on size and Moody's projections of improving credit metrics through 2027, balanced by a weaker operating margin compared to industry peers. Carnival operates eight brands, the highest number in the industry. The company accounts for about 40% of the industry's annual revenue, operates the most ships -- representing 37% of industry capacity in 2025 -- and boards the most passengers. Carnival's passenger count reached 13.6 million in 2025, 44% higher than second largest cruise company, Royal Caribbean Cruises Ltd. Carnival's diverse brands offer cruise experiences across a wide range of customer demographics. However, Moody's believes its larger international presence with its AIDA Cruises and Costa Cruises brands serving European customers constrains the company's margins relative to those of industry peers. Specifically, the European market has yet to incorporate the breadth and depth of the onboard and other pricing models that have become ubiquitous in the US market. Enhanced marketing initiatives across the cruise industry are expanding the customer base, which will grow the base of recurring cruise customers. Risks include cost inflation, including for fuel, demand's exposure to economic cycles, and competitive capacity increases in certain markets, particularly the Caribbean. Carnival and the broader industry typically sell a majority of a year's capacity by the end of the first quarter of each year, which helps mitigate risk inherent in financial projections. Moody's projects debt/EBITDA to decline to near 3.5x at the end of fiscal 2026 and approach 3.0x by the end of 2027. Operating margin in the mid-teens, strong free cash flow and funds from operations + interest to interest coverage approaching 6.0x at the end of 2026 will comfortably support the Ba1 rating. The SGL-1 speculative grade liquidity rating reflects Moody's expectations of at least $1.0 billion of cash on hand, a $4.5 billion committed revolver that expires in 2030 and Moody's expectations for ongoing strong annual free cash flow of at least $1.5 billion. Cash and marketable securities were $1.4 billion on February 28, 2026. Moody's expects the revolver to remain undrawn. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be upgraded if debt/EBITDA will be sustained below 3.25x and funds from operations plus interest to interest above 6.0x. Ratings could be downgraded if Moody's expects free cash flow will be no better than breakeven, if funds from operations plus interest to interest will be sustained below 5.0x or if debt/EBITDA will exceed 4.0x. The principal methodology used in these ratings was Business and Consumer Services published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. Carnival Corporation Ltd., headquartered in Bermuda with executive offices in Miami, Florida, is the largest global cruise company, and among the largest leisure travel companies, with a portfolio of world-class cruise lines – AIDA Cruises, Carnival Cruise Line, Costa Cruises, Cunard, Holland America Line, P&O Cruises, Princess Cruises, and Seabourn. Gross and net revenue were $27.0 and $20.8 billion, respectively for the 12 months ended February 28, 2026. =========== B R A Z I L =========== BRAZIL: Shows Resilience Amid Multiple Shocks, IMF Says ------------------------------------------------------- An International Monetary Fund (IMF) team, led by Daniel Leigh, conducted discussions for the 2026 Article IV Consultation with the Brazilian authorities and engaged with other stakeholders during May 18 – May 29, 2026. At the conclusion of the visit, Mr. Leigh issued the following statement: "Brazil's economy has continued to demonstrate remarkable resilience in the face of multiple shocks. Brazil is relatively cushioned from global oil price increases stemming from the war in the Middle East by its status as a net oil exporter and the high share of electricity from renewable energy sources. Growth slowed in 2025, reflecting the effects of restrictive monetary policy and reduced fiscal support, which helped lower inflation. High-frequency indicators point to an economic recovery in early 2026 and we project growth to strengthen gradually to about 2.5 percent over the medium term. "Inflation declined through early 2026 but has recently picked up, reflecting high global energy prices. We expect inflation to rise in the near term before converging to the 3 percent target by mid-2028. "Risks to the growth outlook are tilted to the downside, including from further deterioration of geopolitical tensions and tighter financial conditions. At the same time, Brazil's strong policy frameworks, sound financial system, adequate reserves, and flexible exchange rate continue to support resilience. "The Central Bank of Brazil (BCB)'s recent policy easing has been appropriate, and maintaining flexibility in the pace and timing of future steps is warranted, amid heightened uncertainty surrounding the war in the Middle East and new inflation pressures. Continued clear public commitment to the 3 percent inflation target will remain essential for reducing inflation and anchoring inflation expectations. “The authorities have taken steps to improve the fiscal position. Meaningful fiscal reforms are needed to place public debt on a firm downward path. Saving oil-related revenue windfalls, while providing targeted, temporary support, and implementing a more ambitious fiscal effort—supported by reforms to address spending rigidities and reduce tax expenditures—would enhance fiscal credibility, lower borrowing costs, and create space for priority investments. "As highlighted in the concurrent IMF Financial Sector Assessment Program (FSAP), the financial sector remains resilient, with banks well capitalized and liquid. Continued vigilance is warranted, particularly regarding household credit risks. Reinforcing banking and securities markets supervision—including by addressing shortages in BCB staffing and strengthening their legal protections—are priorities. "Structural reforms and the ecological transformation agenda are supporting medium-term growth prospects. The authorities have built new trading partnerships that will enhance the economy's resilience. Continued efforts to improve the business environment, foster competition, increase labor force participation, and advance decarbonization policies would further strengthen productivity, investment, and inclusive growth. "The IMF team would like to thank the authorities, private sector representatives, academic institutions, and civil society organizations for their excellent cooperation and constructive discussions.” About Brazil Brazil is the fifth largest country in the world and third largest in the Americas. Luiz Inacio Lula da Silva won the 2022 Brazilian general election. He was sworn in on January 1, 2023, as the 39th president of Brazil, succeeding Jair Bolsonaro. In October 2024, Moody's Ratings upgraded the Government of Brazil's long-term issuer and senior unsecured bond ratings to Ba1 from Ba2, the senior unsecured shelf rating to (P)Ba1 from (P)Ba2; and maintained the positive outlook. S&P Global Ratings raised on Dec. 19, 2023, its long-term global scale ratings on Brazil to 'BB' from 'BB-'. Fitch Ratings affirmed on Dec. 15, 2023, Brazil's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB' with a Stable Outlook. DBRS' credit rating for Brazil was last reported at BB with stable outlook at July 2023. XP INC: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------- Fitch Ratings has affirmed XP Inc.'s (XP) Long-Term Local and Foreign Currency Issuer Default Ratings (IDRs) at 'BB'. The Rating Outlook is Stable. Fitch has also affirmed Banco XP SA's National Long- and Short-Term Ratings at 'AAA(bra)'/'F1+(bra)', respectively. The Rating Outlook for the long-term rating is Stable. Key Rating Drivers Ratings Driven by Standalone Credit Profile: XP's 'BB' Long-Term Local and Foreign Currency IDRs are based on its Standalone Credit Profile (SCP), reflecting the company's strong franchise and business model, along with a solid execution toward business diversification and robust financial profile. XP's SCP is aligned with Brazil's sovereign rating of 'BB'/Stable, reflecting the company's strong business profile. Fitch does not expect this alignment to change in the near term. Strong Business Profile: XP's strong domestic franchise and improving revenue diversification support its business profile. Its four-year average operating income of USD2.3 billion is consistent with its 'bb' business profile score. Despite market volatility, XP's 1Q26 gross revenue rose 8% year over year. Fitch has revised XP's Business Profile Outlook to Stable from Positive. The revision reflects the group's challenges in sustaining a higher revenue base and its less diversified business model than large financial institution peers. XP also has a greater concentration in products that more exposed to near-term volatility. Market Conditions to Challenge 2026 Execution: XP's reported growth in net revenue, assets under custody, and client numbers reflects the group's solid execution and increasing diversification. However, Fitch views the achievement of XP's 2026 gross revenue guidance as challenging. This reflects not only the factors that affected first-quarter results, but also the likelihood that upcoming presidential elections will weigh on capital markets activity over the second half of 2026. Adequate Risk Profile: Fitch views XP's risk profile as adequately managed through a sophisticated risk management framework. Growth in businesses such as retail lending and insurance has outpaced that of peers but remains consistent with the company's strategic plan. While the lending portfolio shows some concentration, this is mitigated by the significant share of client investments pledged as collateral. Although the private securities portfolio continues to expand, the frequent rotation of these assets helps limit concentration and credit risks. Operational and cyber risks are relevant for the business model, but remain controlled. Broad Asset Quality View: XP's credit risk arises from its lending assets and securities portfolio, which constitute most of the group's assets. XP's diversified securities portfolio, mostly comprised government securities, and its solid liquidity position support its rating. The overall portfolio is diversified, supported by mark-to-market practices and high asset turnover. Lending asset quality remains sound, with impaired loans still low (1.75%) and largely mitigated by client collateral. Losses in XP's non-loan exposures, particularly trading securities, have been low. Fitch expects lending delinquencies and securities losses to remain manageable even under challenging macroeconomic conditions. Positive Profitability Trend: XP's profitability remained solid in 1Q26, with an operating profit-to-average equity ratio of 22.2%, slightly below the four-year average (22.8%) because of a slower revenue growth and higher fixed costs. Fitch believes XP's results may face some pressure from market conditions, but profitability should remain broadly stable and consistent with its current score. The Positive Outlook on the score reflects Fitch's expectation that XP will continue to improve revenue diversification and reduce reliance on more cyclical business lines and strategies. Leverage to Improve: The expansion of banking activities increased XP´s adjusted tangible leverage ratio in recent years. Supported by improved profitability and slower asset growth, leverage declined to 12.2x in March 2026 from 12.4x at end-2025 (12.8x at end-2024). Fitch expects leverage to trend toward a level slightly below the 12x threshold for the 'bb' capitalization and leverage category. Although XP may increase dividends and continue share buybacks programs, Fitch expects prudent capital discipline and balance growth opportunities with shareholder distributions to keep leverage under control. As a result, Fitch has revised the Outlook on XP's Capitalization & Leverage score to Stable from Negative. Diversified Funding; Strong Liquidity: XP's brokerage and investment management operations are not heavily debt-dependent, though growth in trading and lending has expanded its funding base. Fitch views funding as good and liquidity as strong. Term deposits remain the main source of funding but have stabilized, while growth in financial bills and structured notes has further diversified funding and reduced reliance on wholesale and capital markets sources. Liquidity remains solid, with liquid assets covering 1.1x short-term debt in 1Q26, stable from end-2025. Fitch expects this ratio to remain near historical levels, consistent with the assigned 'bb' funding and liquidity score. Banco XP: Banco XP's National Ratings are based on Fitch's group ratings assessment. The company's operations are fully integrated with its parent's management, systems, and strategy, leading to a highly correlated credit profile between the entities. Banco XP is one of the most significant subsidiaries of XP Inc. by assets and funding. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade XP Inc. IDRs: - Negative rating action would depend primarily on a downgrade of Brazil's sovereign rating. XP Inc. IDRs; Banco XP National Ratings - Operational incidents that result in severe damage to the company's franchise, leading to a substantial outflow of client assets; - Substantial losses from its own securities portfolio (including loans) and/or strong volatility in its profitability; - An unexpected increase in the company's leverage, tangible leverage ratio above 12x through the rating horizon and/or a significant decrease in the group's regulatory metrics in Brazil; - Total regulatory capital ratio below 11%. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade XP Inc. IDRs, - Rating upside is limited. However, XP's long-term ratings could be upgraded if the group reports a sustained increase in revenue diversification, including the expansion of its complementary business units, with a significant increase of its operating income; - Maintenance of its current asset quality metrics, in addition to leverage ratios to sustained below 12x; - An upgrade of Brazil's sovereign rating would also be necessary for an upgrade of XP's ratings. Banco XP National Ratings - The National Scale Ratings of Banco XP are at the highest level on the national scale; therefore, they cannot be upgraded. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS XP's unsecured senior notes rating is equalized with the Long-Term IDR, as the probability of default is the same as that of the entity. The notes will also rank pari passu with other senior unsecured obligations. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - XP's senior unsecured debt ratings are sensitive to a change in its IDR. Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - XP's senior unsecured debt ratings are sensitive to a change in its IDR. VR ADJUSTMENTS The Asset Quality score has been assigned below the implied score due to the following adjustment reason: Non-Loan Exposure. The Earnings & Profitability score has been assigned below the implied score due to the following adjustment reason: Portfolio Risk. The Capitalization & Leverage score has been assigned above the implied score due to the following adjustment reason: Profitability, pay-outs and growth. Summary of Financial Adjustments Fitch adjusted XP's adjusted tangible leverage ratio in accordance with the Non-Bank Financial Institutions Rating Methodology. Fitch also deducted the funds from pension plans accounted for in XP's own balance sheet and unused client balance from the calculation. 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 ----------- ------ ----- Banco XP S.A Natl LT AAA(bra) Affirmed AAA(bra) Natl ST F1+(bra) Affirmed F1+(bra) XP Inc. LT IDR BB Affirmed BB ST IDR B Affirmed B LC LT IDR BB Affirmed BB LC ST IDR B Affirmed B sr unsecured LT BB Affirmed BB =================================== D O M I N I C A N R E P U B L I C =================================== DOMINICAN REPUBLIC: Why Forced Labor Concerns Could Affect Exports ------------------------------------------------------------------ Dominican Today reports that the Dominican Republic faces increased trade scrutiny after the U.S. Trade Representative (USTR) included the country in an investigation examining whether nations are doing enough to prevent forced labor within global supply chains. The review could eventually lead to additional tariffs on imports from countries found to have insufficient labor oversight, raising concerns for Dominican exports to the United States, according to Dominican Today. The issue is particularly significant because the U.S. remains the Dominican Republic's largest trading partner, the report notes. In 2025, the country exported a record US$14.6 billion in goods, with nearly half - US$7.1 billion, or 48.6% - destined for the U.S. market, the report relays. The potential impact is even greater for the nation's free trade zones, which accounted for more than US$6.3 billion in exports to the United States and serve as a key driver of employment, foreign investment, and economic growth, the report relates. If Washington ultimately imposes tariffs similar to those proposed for other countries under review, Dominican exporters could face hundreds of millions of dollars in additional annual costs, the report discloses. Industries such as medical devices, pharmaceuticals, electronics, textiles, and tobacco products would be among the most affected, the report notes. However, the USTR investigation could also create new opportunities for the Dominican Republic, the report says. Potential tariffs on Asian manufacturing competitors may accelerate nearshoring, encouraging U.S. companies to relocate production closer to North America, the report says. Thanks to its strategic location, DR-CAFTA trade benefits, and well-established free-zone sector, the Dominican Republic is positioned to attract investment and manufacturing operations seeking alternatives to Asia, the report relates. U.S. officials have indicated that the investigation is expected to conclude in the coming weeks, making labor compliance and supply-chain traceability increasingly important factors for maintaining access to the American market, the report adds. About Dominican Republic The Dominican Republic is a Caribbean nation that shares the island of Hispaniola with Haiti to the west. Capital city Santo Domingo has Spanish landmarks like the Gothic Catedral Primada de America dating back 5 centuries in its Zona Colonial district. Luis Rodolfo Abinader Corona is the current president of the nation. TCR-LA reported in April 2019 that Juan Del Rosario of the UASD Economic Faculty cited a current economic slowdown for the Dominican Republic and cautioned that if the trend continues, growth would reach only 4% by 2023. Mr. Del Rosario said that if that happens, "we'll face difficulties in meeting international commitments." An ongoing concern in the Dominican Republic is the inability of participants in the electricity sector to establish financial viability for the system. Standard & Poor's credit rating for Dominican Republic was raised to 'BB' in December 2022 with stable outlook. Moody's credit rating for Dominican Republic was last set at Ba3 in August 2023 with the outlook changed to positive. Fitch, in December 2023, affirmed the Dominican Republic's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB-' and revised the outlook to positive. ============= J A M A I C A ============= JAMAICA: Exports Earnings Plunge as Trade Activity Weekens ---------------------------------------------------------- RJR News reports that a sharp decline in exports contributed to weaker merchandise trade performance during the first two months of the year. Figures show export earnings fell by 28.8% to $217.7 million between January and February when compared with the corresponding period last year, according to RJR News. The decline was largely due to a 59.1% drop in earnings from crude materials, excluding fuels, the report notes. Jamaica's spending on imports also contracted during the period, falling 8.1% to US$1.21 billion compared with a year earlier, the report says. The reduction in imports was driven by slower spending on raw materials and intermediate goods, consumer goods and fuels and lubricants, with fuel imports recording the largest decline of 20%, the report adds. About Jamaica Jamaica is an island country situated in the Caribbean Sea. Jamaica is an upper-middle income country with an economy heavily dependent on tourism. Other major sectors of the Jamaican economy include agriculture, mining, manufacturing, petroleum refining, financial and insurance services. On Feb. 21, 2025, Fitch Ratings affirmed Jamaica's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB-', with a positive rating outlook. In October 2023, Moody's upgraded the Government of Jamaica's long-term issuer and senior unsecured ratings to B1 from B2, and senior unsecured shelf rating to (P)B1 from (P)B2. The outlook has been changed to positive from stable. In September 2024, S&P affirmed 'BB-/B' longterm foreign and local currency sovereign credit ratings on Jamaica and revised outlook to positive. JAMAICA: JMEA Urges Manufacturers to Diversify Export Markets ------------------------------------------------------------- RJR News reports that Jamaican manufacturers and exporters are being urged to conduct more market research and diversify their export destinations in order to reverse the country's declining export performance. Kathryn Silvera, President of the Jamaica Manufacturers and Exporters Association (JMEA), says exporters cannot continue to rely primarily on the diaspora market if they are serious about growing exports, according to RJR News. Speaking on Radio Jamaica's Real Business, Ms. Silvera pointed to a 13.4 per cent decline in exports recorded last year, arguing that the sector must identify and penetrate new markets, the report notes. She also noted that Hurricane Melissa, which struck Jamaica in October last year, disrupted production and logistics, negatively affecting exports during the final quarter of 2025, the report relays. Meanwhile, Ms. Silvera is calling on members of the manufacturing and export sectors to provide more information to the JMEA Secretariat, the report adds. About Jamaica Jamaica is an island country situated in the Caribbean Sea. Jamaica is an upper-middle income country with an economy heavily dependent on tourism. Other major sectors of the Jamaican economy include agriculture, mining, manufacturing, petroleum refining, financial and insurance services. On Feb. 21, 2025, Fitch Ratings affirmed Jamaica's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB-', with a positive rating outlook. In October 2023, Moody's upgraded the Government of Jamaica's long-term issuer and senior unsecured ratings to B1 from B2, and senior unsecured shelf rating to (P)B1 from (P)B2. The outlook has been changed to positive from stable. In September 2024, S&P affirmed 'BB-/B' longterm foreign and local currency sovereign credit ratings on Jamaica and revised outlook to positive. JAMAICA: Private Insurers Urged to Fast-Track Settling Claims ------------------------------------------------------------- RJR News reports that with the National Housing Trust (NHT) paying out billions in insurance claims, Prime Minister Dr. Andrew Holness is turning his attention to private insurers. He has issued an appeal for insurance companies to settle insurance claims with customers still awaiting compensation, according to RJR News. "The NHT has done a very good job, and I want to point that out to the country and to challenge the private insurers for which claims have been made on them and for which I have had many letters and people writing to me to say, you know, my insurers, they have come, they have assessed, but I can't hear anything; nothing has been paid to me yet. I'm still in the negotiation. I believe that they should pay you very quickly," he declared, the report notes. Many businesses in parishes hardest hit by Hurricane Melissa are growing impatient about unsettled claims, seven months after the Category 5 storm, the report relays. The business community has said that insurance payouts form a critical part of the rebuilding and recovery process, the report discloses. Members argue that the longer the delay, the greater the impact on the economy, the report notes. Dr. Holness was speaking at the NHT Malvern Housing Development Handing Over Ceremony recently, the report adds. About Jamaica Jamaica is an island country situated in the Caribbean Sea. Jamaica is an upper-middle income country with an economy heavily dependent on tourism. Other major sectors of the Jamaican economy include agriculture, mining, manufacturing, petroleum refining, financial and insurance services. On Feb. 21, 2025, Fitch Ratings affirmed Jamaica's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'BB-', with a positive rating outlook. In October 2023, Moody's upgraded the Government of Jamaica's long-term issuer and senior unsecured ratings to B1 from B2, and senior unsecured shelf rating to (P)B1 from (P)B2. The outlook has been changed to positive from stable. In September 2024, S&P affirmed 'BB-/B' longterm foreign and local currency sovereign credit ratings on Jamaica and revised outlook to positive. =========== P A N A M A =========== MERCANTIL HOLDING: Fitch Affirms BB- LongTerm IDR, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has affirmed Mercantil Holding Financiero Internacional, S.A. (MHFI) Long-Term Issuer Default Rating (IDR) at 'BB-', Short-Term IDR at 'B', Viability Rating (VR) at 'bb-' and Government Support Rating (GSR) at 'No Support' (ns). The Rating Outlook of the Long-Term Ratings is Stable. Fitch upgraded the National Long-Term rating to 'A(pan)' from 'A-(pan) and affirmed the National Short-Term rating at 'F1(pan)'. The Rating Outlook of the National-Long-Term Rating is Stable. The upgrade reflects consistent improvement in profitability and good and stable capitalization metrics, as well as contained asset quality deterioration. This positions the bank more favorably than its locally rated peers on Panama's national scale. Key Rating Drivers Operating Environment with Moderate Influence: Panama's banking system continues to demonstrate adequate credit growth at the systemic level, supported by sound asset quality and favorable profitability, despite slower GDP expansion. Fitch expects key operating indicators, including GDP per capita and the operational risk index (ORI), to remain broadly stable in the near term, which should help preserve operating conditions for banks. Consolidated Group Business Profile: MHFI's business profile benefits from its international operations and regional presence, which provide a variety of financial services, mainly in Panama and Venezuela, through its subsidiaries in Panama and Switzerland. The organic and inorganic growth of these subsidiaries has improved revenue generation, operational scale and MHFI's market position, highlighting Mercantil Banco, S.A.'s (MBSA) recent acquisition and merger by absorption of Capital Bank, Inc. and subsidiaries (CB). As of year-end 2025 (YE25), the holding company's annualized total operating income was USD191.4 million, above the four-year average (2021-2024) of USD121 million; therefore, Fitch expects structural total operating income generation to rise over the rating horizon, supporting the business profile. Moderate Improvements in Asset Quality: Given the significant recent growth the holding company has experienced, including the acquisition of CB's portfolio, its asset quality indicators increased since 2022.. As of YE25, the Stage 3 loans-to-gross-loans ratio deteriorated to 3.9% from its four-year average (2021-2024) of 3.5% (YE24: 4.1%), above levels observed prior to the merger (2019-2021 average: 1.7%). Consequently, Stage 3 loans coverage decreased to 36.6% (2021-2024: 57.0%). To mitigate this pressure, the company has adopted portfolio cleanup measures, resulting in write-offs above historical levels. Fitch expects impairment metrics to continue improving over the medium term as portfolio normalization measures take effect. Higher and Consolidated Profitability Levels: MHFI has improved it profitability metrics in recent years, with an operating profit-to-risk-weighted assets (RWA) ratio of 1.8% as of YE25, above its four-year (2021-2024) average of 1.4%. These improvements in recent years are driven by a resilient net interest margin (NIM) and controlled operating expenses. Additionally, the double-digit growth of its loan portfolio has helped to expand its business volume and revenue generation. Fitch anticipates that the consolidation of MHFI's businesses will continue to strengthen its profitability, supported by nonfinancial income from complementary services and insurance operations. Good and Stable Capitalization Metrics: MHFI's capitalization has improved, recovering from 2022 due to adequate earnings retention. As of YE25, MHFI's CET1 ratio (Common Equity Tier 1) was 12.2% (2024: 12.8%; 2023: 12.4%). Considering MHFI's capital management strategy, Fitch expects capitalization to remain broadly stable and to support projected credit growth, although it could face pressure if there is significant unforeseen deterioration. Healthy Funding Profile: As of YE25, MHFI's loans-to-deposits ratio was 87.4%, comparing favorably with local peers. Deposits are the main funding source, representing 88.2% of the holding company's total funding. The issuer's funding structure is characterized by low cost and moderate concentrations. Likewise, its funding profile includes relatively diversified no deposit funding sources, which enhance its financial flexibility and liquidity levels. Senior National Ratings Aligned with IDR: Fitch also upgraded the senior unsecured debt National Long-Term rating to 'A(pan) from 'A-(pan). The long‑term rating of the revolving corporate bond program is in line with MHFI's long‑term rating. Fitch views the probability of default for these senior unsecured issuances to be the same as that of the holding company. Government Support Rating: The GSR of 'ns' (no support) reflects Fitch's view that support from the central authorities cannot be relied upon given the banking system's large size relative to the economy and the weak support stance due to Panama's lack of a lender of last resort. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The IDRs could be affected by deterioration in the asset quality, business or financial profiles of the entities comprising the holding company, as reflected in an operating profit-to-RWA ratio consistently below 1.25% and a CET1 ratio below 10%; - National ratings could be downgraded by a material weakening in profitability along with a sustained deterioration of capitalization and asset quality; - There is no downside potential for the Government Support Rating (GSR); - The Long-Term National Scale debt ratings would be downgraded if MHFI's Long-Term National Scale Rating is downgraded. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - The IDR's could be upgraded by the consolidation of the business and market positions of the subsidiaries' commercial operations, consistently supporting the entity's total operating income, with an operating profit-to-APR ratio above 2.5% on a sustained basis, a CET1 ratio above 15% and improved asset quality ratios. - On the other hand, national ratings could be upgraded if asset quality and profitability metrics materially improve on a sustained basis, while capitalization metrics remain stable. - As Panama is a dollarized country with no lender of last resort, an upgrade of the GSR is unlikely. - The Long-Term National Scale debt ratings would be upgraded based on changes to MHFI's Long-Term National Scale Rating. VR ADJUSTMENTS The operating environment score of 'bb+' is below the 'bbb' category implied score due to the following adjustment reason: sovereign rating (negative). The business profile score of 'bb-' is above the 'b & below' category implied score due to the following adjustment reason: group benefits and risks (positive). 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 ----------- ------ ----- Mercantil Holding Financiero Internacional, S.A. LT IDR BB- Affirmed BB- ST IDR B Affirmed B Natl LT A(pan) Upgrade A-(pan) Natl ST F1(pan) Affirmed F1(pan) Viability bb- Affirmed bb- Gov't Support ns Affirmed ns senior unsecured Natl LT A(pan) Upgrade A-(pan) ===================== P U E R T O R I C O ===================== PHOENIX FUND: Has Deal on Cash Collateral Access ------------------------------------------------ Driven, P.S.C., the court-appointed receiver and debtor-in-possession for The Phoenix Fund LLC, and secured lender FCS Advisors, LLC d/b/a Brevet Capital Advisors advise the U.S. Bankruptcy Court for the District of Puerto Rico that they have reached an agreement regarding the Debtor's use of cash collateral and now desire to memorialize the terms of this agreement into an agreed order. The agreement arises from a dispute over approximately $2.1 million received by the estate through a prior settlement agreement involving Blue Sky Group, LLC and Jose Maldonado Ortiz. Brevet asserts that the funds constitute its cash collateral under prepetition loan and security agreements executed in 2021, which allegedly granted Brevet liens on substantially all of the Fund's assets. Although the Receiver previously agreed not to use the funds without either court approval or Brevet's consent, the Receiver now seeks temporary access to the money to administer the estate, pay professionals, conduct investigations, and preserve estate value while continuing to analyze the validity and scope of Brevet's liens. Under the proposed stipulation, Brevet consents to limited use of the $2.1 million payment through May 31, 2026, subject to a court-approved budget and specified spending limits. The Receiver may use the funds only for authorized operational and administrative expenses, with limited budget variances permitted. In exchange, Brevet receives several forms of adequate protection, including a $200,000 cash payment within five business days of approval and a first-priority replacement lien on estate assets up to approximately $1.345 million. The Receiver also stipulates, solely for purposes of the interim agreement, that Brevet holds a perfected first-priority lien on the payment itself, while expressly reserving the estate’s right to later challenge Brevet's liens and claims regarding other assets. The agreement imposes detailed reporting obligations, establishes events of default, preserves rights for both parties, and requests expedited court approval with a shortened seven-day objection period because the estate currently lacks funds necessary to continue operations and fulfill fiduciary duties. A copy of the motion is available at https://urlcurt.com/u?l=7YIwS4 from PacerMonitor.com. About The Phoenix Fund LLC The Phoenix Fund LLC is a Puerto Rico based private equity firm formed in 2018 and headquartered in Guaynabo, Puerto Rico. The company focuses on making strategic equity and debt investments in privately held businesses in Puerto Rico and international markets. Phoenix Fund LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 26-00712) on February 23, 2026. Honorable Bankruptcy Judge Enrique S. Lamoutte Inclan handles the case. In its petition, the Debtor reports estimated assets between $500 million and $1 billion and estimated liabilities between $100 million and $500 million. The Debtor is represented by Alexis Fuentes Hernandez, Esq. of Fuentes Law Offices, LLC. Acrecent Financial, as secured creditor, is represented by Brian K. Tester, Esq. and Paul R. CortÃ©s-Rexach, Esq.at McCONNELL VALDÃ‰S, LLC. Driven, P.S.C., as receiver, is represented by Luis C. Marini-Biaggi, Esq. and Ignacio J. Labarca-Morales, Esq. at MARINI PIETRANTONI MUÃ‘IZ LLC. FCS Advisors, LLC d/b/a Brevet Capital Advisors, as secured lender, is represented by: Margarita Mercado Echegaray, Esq. Sonia Torres, Esq. DLA Piper (Puerto Rico) LLC B7 Tabonuco Street, Suite 1501 Guaynabo, Puerto Rico 00968-3349 Telephone: (787) 945-9122 Email: margarita.mercado@us.dlapiper.com sonia.torres@us.dlapiper.co -and- Jamila Justine Willis, Esq. Malithi P. Fernando, Esq. DLA Piper LLP (US) 1251 Avenue of the Americas New York, New York 10020 Telephone: (212) 335-4500 Facsimile: (212) 335-4501 Email: jamila.willis@us.dlapiper.com malithi.fernando@us.dlapiper.com RECOLETA LLC: Hires Rodriguez Espola LLC as Estate Accountant ------------------------------------------------------------- Recoleta LLC seeks approval from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Rodriguez Espola, LLC as estate accountant. The firm will provide these services: a. review of the accounting records for preparation of the month and year end accounting and financial reports b. preparation of monthly reconciliation of all bank accounts c. accumulation of payroll transactions to produce quarterly and annual payroll tax returns d. prepare liquidation analysis, financial projections, claim reconciliation and related financial documents as support for a Plan of Reorganization The firm will be paid at a fixed rate of $500 monthly. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Espola, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: P.O. Box 16036 San Juan PR00908 Tel: (787) 903-1156 About Recoleta LLC Recoleta LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.P.R. Case No. 26-00749) on Feb. 25, 2026, listing under $1 million in both assets and liabilities. Judge Mildred Caban Flores handles the case. Jose M. Prieto Carballo, Esq., at JPC Law Office serves as the Debtor's counsel. WEST MARINE: Plan Contemplates Two Scenarios -------------------------------------------- West Marine, Inc. filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement for the Joint Plan of Reorganization dated May 18, 2026. West Marine was founded in 1968 in Sunnyvale, California. From its humble beginnings, West Marine's corporate history is peppered with expansions and acquisitions, all of which allowed the Company to become the nation's leading omni-channel provider in the marine aftermarket space. The Debtors commenced these Chapter 11 Cases with the support of holders of 100% of outstanding FILO Claims under the ABL Credit Agreement (collectively, the "Consenting FILO Lenders"), holders of 96.2% of Term Loan Claims under the Term Loan Credit Agreement (collectively, the "Consenting Term Loan Lenders," and, together with the Consenting FILO Lenders, the "Consenting Lenders"), and certain equity holders holding 93.9% of outstanding Interests in West Marine (the "Consenting Equity Holders," and, together with the Consenting Lenders, the "Consenting Stakeholders") to implement the restructuring transactions embodied in that certain restructuring support agreement executed on May 17, 2026 (the "RSA") and the Plan to maximize the value of the Debtors' Estates. Despite its impressive growth in the marine aftermarket industry, the Company has recently faced significant pressures from inflation, macroeconomic volatility, a suboptimal retail footprint, and certain operational challenges. These challenges have strained the Company's liquidity profile and ability to invest in its business. The Company is currently burdened by underperforming and unprofitable stores which it has been unable to efficiently rationalize outside of chapter 11 due to the Company’s long-term lease obligations. On May 17, 2026, after extensive, arm's-length negotiations, the Company and the Consenting Stakeholders entered into the RSA. The RSA contemplates a streamlined, dual-track process, to be executed through "prearranged" Chapter 11 Cases, whereby the Debtors will, among other things, (a) pursue a standalone recapitalization of the Debtors' balance sheet (the "Recapitalization Transaction") through (i) equitization of Term Loan Claims in exchange for 100% of the equity interests in Reorganized West Marine; (ii) the payment in full of the ABL Claims or conversion into loans under the Exit ABL Facility; and (iii) the payment in full of the FILO Claims or conversion into loans under the Exit Term Loan Facility; (b) continue to pursue a sale of all or substantially all of the Debtors' assets (the "Assets") through one or more sales (each, a "Sale Transaction," and collectively, the "Sale Transactions") to the extent such Sale Transaction provides greater value for the Debtors and their stakeholders than that provided by the Recapitalization Transaction; (c) financethese Chapter 11 Cases through the consensual use of cash collateral; and (d) to the extent the Debtors consummate the Recapitalization Transaction, finance the Debtors' go-forward business through new exit financing. The transactions embodied in the RSA and the Plan (collectively, the "Restructuring Transactions") are structured to support the Company's ongoing commitment to their customers, business partners, and stakeholders while strengthening the business as a going-concern. With the support of their lenders and other key stakeholders and limited liquidity, the Debtors will move through the chapter 11 process efficiently to minimize disruption to the business and the accrual of administrative expenses. Class 6 consists of General Unsecured Claims. On the Effective Date, except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment of its Allowed General Unsecured Claim, in full and final satisfaction, settlement, release, and discharge of each Allowed General Unsecured Claim, each Holder of an Allowed General Unsecured Claim shall receive: * if the Recapitalization Transaction occurs (a) if Class 6 (General Unsecured Claims) votes to accept the Plan, its pro rata share of the GUC Cash, or (b) if Class 6 (General Unsecured Claims) votes to reject the Plan, all Allowed General Unsecured Claims shall be canceled, released, and extinguished and will be of no further force or effect, and Holders of Allowed General Unsecured Claims shall not receive any distribution, property, or other value under the Plan on account of such Allowed General Unsecured Claim; or * if the Sale Transaction occurs, the greater of (a) the GUC Cash; provided, however, if Class 6 (General Unsecured Claims) votes to reject the Plan, all Allowed General Unsecured Claims shall be canceled, released, and extinguished and will be of no further force or effect, and Holders of Allowed General Unsecured Claims shall not receive any distribution, property, or other value under the Plan on account of such Allowed General Unsecured Claim or (b) the Distributable Value following full payment or satisfaction, as applicable of Claims in Classes 1, 2, 3, 4, and 5; provided, however, that in no event shall any Holder of a General Unsecured Claim receive, on account of such Claim, a recovery greater than 100% of the Allowed amount of such Claim. If the Recapitalization Transaction occurs, the Reorganized Debtors shall fun or make distributions under the Plan, as applicable, with: (i) the New Equity Interests, (ii) the Exit ABL Facility, (iii) the Exit Term Loan Facility, including the New Money Exit Term Loans and Incremental Post Exit Loans, and (iv) the Debtors' Cash on hand as of the Effective Date. If the Sale Transaction occurs, the Wind-Down Debtors will fund distributions under the Plan with: (i) the proceeds of the Sale Transaction; (ii) Cash on hand on the Effective Date; and (iii) the revenues and proceeds of all Wind-Down Assets of the Debtors. A full-text copy of the Disclosure Statement dated May 18, 2026 is available at https://urlcurt.com/u?l=rG6cXN from Kurtzman Carson Consultants LLC, claims agent. Proposed Co-Counsel for the Debtors: Michael R. Nestor, Esq. Kara Hammond Coyle, Esq. Shella Borovinskaya, Esq. Kristin L. Cardoza, Esq. YOUNG CONAWAY STARGATT TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, Delaware 19801 Tel: (302) 571-6600 Fax: (302) 571-1253 E-mail: mnestor@ycst.com kcoyle@ycst.com sborovinskaya@ycst.com kcardoza@ycst.com Proposed Co-Counsel for the Debtors: Joshua A. Sussberg, P.C. Matthew C. Fagen, P.C. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 601 Lexington Avenue New York, New York 10022 Tel: (212) 446-4800 Fax: (212) 446-4900 E-mail: matthew.fagen@kirkland.com - and - Brian J. Nakhaimousa, Esq. KIRKLAND & ELLIS LLP KIRKLAND & ELLIS INTERNATIONAL LLP 830 Brickell Plaza Miami, Florida 33131 Tel: (305) 432-5600 E-mail: brian.nakhaimousa@kirkland.com About West Marine Inc. West Marine is a Sunnyvale, California-founded marine aftermarket retailer and distributor established in 1968. The Company sells boating, fishing, sailing, watersports, paddlesports, apparel, electronics, and related marine products through retail stores, wholesale operations, and eCommerce websites. West Marine also provides fulfillment options including delivery, buy online pick up in store, ship from store, and ship to store. It serves consumers, professional boaters, industry professionals, and government agencies across more than 34 states and Puerto Rico. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 26-10794) on May 17, 2026, with $500 million to $1 billion in assets and liabilities. Paulee Day, chief executive officer, signed the petitions. The Debtors tapped YOUNG CONAWAY STARGATT TAYLOR, LLP and KIRKLAND & ELLIS LLP and KIRKLAND & ELLIS INTERNATIONAL LLP as counsel; FTI Consulting Inc. as restructuring advisor; and Kurtzman Carson Consultants LLC d/b/a Verita Global as claims agent. ===================================== T R I N I D A D A N D T O B A G O ===================================== TRINIDAD GENERATION: Fitch Affirms BB LongTerm IDRs, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Trinidad Generation Unlimited's (TGU) Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs) at 'BB'. Fitch has also affirmed TGU's senior unsecured notes at 'BB'. The Outlook on the IDRs is Stable. The ratings reflect TGU's strategic role in Trinidad and Tobago's energy matrix and its close links with the government. TGU's generation capacity is contracted under a power purchase agreement (PPA) with state-owned electricity transmission and commercialization entity T&T Electricity Commission (T&TEC), with payments unconditionally and irrevocably guaranteed by the government. Fitch assesses TGU's Standalone Credit Profile (SCP) at 'b+'. TGU benefits from predictable long-term cash flow and limited business, market and demand risk as the country's main power provider. The ratings also reflect sustained high leverage and debt maturities concentrated in 2030-2033 after the refinancing. Key Rating Drivers Strong Government Linkage: Fitch views TGU's credit quality as closely linked to that of Trinidad and Tobago, given its government indirect ownership. Fitch assigns TGU a high score of 45 (out of 60) under its Government-Related Entities Rating Criteria, reflecting its strategic role as the supplier of about 55% of the country's average electricity demand and government support through guarantees of capacity payments, which account for 99% of revenue, as well as indirect support for fuel and water supply. TGU's working capital also depends on timely payments from the off taker T&TEC. High Leverage to Remain: TGU maintains a highly leveraged capital structure with concentrated funding. In 2025, it refinanced its notes due 2027 with USD525 million notes due 2033, extending its debt maturity profile. The new notes amortize in six semiannual installments starting in December 2030. Following the refinancing, Fitch expects leverage to remain about 6.5x and EBITDA interest coverage about 2.0x, based on average annual EBITDA of about USD79 million. Fitch's base case scenario considers cash flow from operations of USD33 million in 2026 and USD28 million in 2027, with free cash flow (FCF) of USD9 million and negative USD40 million, respectively. Contracted Revenue Stability: TGU benefits from a 30-year PPA through 2041 under which sole off-taker T&TEC must purchase 100% of the company's generation capacity, with payments backed by a government guarantee. The PPA also provides guaranteed fuel and water supply, and interruptions in either do not affect TGU's capacity revenue. Trinidad and Tobago's natural gas policy also gives priority to the power sector if gas supply is curtailed, supporting continued operation of TGU's 720MW combined-cycle natural gas-fired power plant. Availability Supports Cash Flow: T&TEC's capacity payments to TGU are supported by the plant's 93% average equivalent availability, based on total capacity less a 7% downtime allowance. Falling below 93% results in non-availability liquidated damages. In 2025, equivalent availability was 91%, leading to a USD125,000 payment discount and a USD5 million decline in EBITDA from the prior year. Higher capital and operating spending on corrective measures should improve plant reliability and support a return to stable 93% availability. The USD425,200 discount limit also helps reduce the potential cash flow effect of asset unavailability. Peer Analysis TGU's closest peers are toll-based infrastructure companies with low business risk and stable cash flow. These include Chile's GNL Quintero S.A. (GNLQ; A-/Stable) and Transelec S.A. (BBB/Negative), which benefit from Chile's stronger operating environment and regulatory framework. TGU's rating is constrained by counterparty exposure to the government of Trinidad and Tobago, which places it below these peers despite its predictable revenue profile. GNLQ's gross leverage has declined steadily and should reach 1.3x by 2026. By contrast, TGU's leverage should average slightly above 6.0x, even after lower debt following the refinancing. TGU's notes are rated three notches below Transelec's. Transelec's leverage should remain around 5.5x as it expands in Chile. Fitch’s Key Rating-Case Assumptions - The plant EA will be sustained at 93% during the forecast period; - Annual PPA price changes linked to U.S. inflation and 100% guaranteed by T&TEC; - USD109 million in total capex through 2029, averaging 23% of revenue; - Annual dividends of USD10 million through forecast. 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-', Moderate), market and competitive positioning ('bbb', Lower), diversification and asset quality ('bb', Moderate), company operational characteristics ('bb+', 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. The governance assessment of 'good' has no impact. The operating environment assessment of 'bb' has no impact. The SCP is 'b+'. To derive the Long-Term IDR: Application of Fitch's Government Related Entities Rating Criteria considers TGU's credit quality to be materially linked to that of Trinidad and Tobago, resulting in a two-notch benefit and a Local and Foreign Currency IDR of 'BB'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A deterioration in macroeconomic conditions that weakens sovereign indicators; - A material weakening of links with government; - A material deterioration in the business profile. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A material improvement in the country's economic conditions; - For the SCP, a stronger financial structure, with leverage sustained below 6.0x and interest coverage above 2.0x. Liquidity and Debt Structure TGU's liquidity is supported by healthy cash balances, stable cash flow from its contractual position and the refinancing of near-term debt maturities in 2025. At YE 2025, the company had USD187 million of cash and equivalents and no short-term debt maturities. Principal payments on the 2025 bonds issuance begin in 2030, which supports financial flexibility over the next few years. Issuer Profile TGU owns and operates a 720 MW net capacity combined-cycle gas-fired plant located in the Republic of Trinidad and Tobago. TGU is controlled by the government of the Republic of Trinidad and Tobago through a holding company, the National Investment Fund Holding Company Limited. 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 TGU. ESG Considerations Trinidad Generation Unlimited has an ESG Relevance Score of '4' for Governance Structure due to ownership concentration as a wholly government-owned entity and the inherent governance risk that arises with a dominant state shareholder, which has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Trinidad Generation Unlimited LT IDR BB Affirmed BB LC LT IDR BB Affirmed BB senior unsecured LT BB Affirmed BB ********* 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-Latin America 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, Joy A. Agravante, Rousel Elaine T. Fernandez, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2746. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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