250930.mbx

250930.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 Tuesday, September 30, 2025, Vol. 26, No. 195 Headlines F R A N C E BISCUIT HOLDING: S&P Lowers ICR to 'CCC+', Outlook Negative CIRCET EUROPE: Fitch Affirms & Then Withdraws 'B+' IDR SAUR: Fitch Assigns 'BB+(EXP)' Rating on Proposed EUR500MM Bond G E R M A N Y CIDRON GLORIA: Moody's Appends 'LD' Designation to PDR I R E L A N D AURIUM CLO VIII: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F-R Notes CARLYLE EURO 2021-1: Moody's Affirms B3 Rating on EUR10MM E Notes HOLLAND PARK CLO: Moody's Ups Rating on EUR10MM Cl. E Notes to B1 JUBILEE CLO 2025-XXXI: S&P Assigns B-(sf) Rating on Class F Notes PENTA CLO 20: Fitch Assigns 'B-sf' Final Rating on Class F Notes TIKEHAU CLO IV: Fitch Assigns 'B-sf' Final Rating on Cl. F-R Notes L U X E M B O U R G AEGEA FINANCE: Fitch Rates USD500MM Unsec. Notes Due 2036 'BB' INTRALOT CAPITAL: Fitch Rates Secured Debt B(EXP), On Watch Pos. INTRALOT CAPITAL: Moody's Rates New EUR850MM Secured Notes 'B3' PRA GROUP II: Fitch Assigns 'BB(EXP)' Rating on Sr. Unsecured Notes N E T H E R L A N D S CUPPA BIDCO: S&P Affirms 'CCC+' ICR & Alters Outlook to Negative DUTCH PROPERTY 2022-CMBS1: S&P Raises Cl. F Notes Rating to 'CCC' NORMEC 1 BV: EUR150MM Loan Add-on No Impact on Moody's 'B2' CFR PEER HOLDING III: Moody's Rates New EUR1.5BB Secured Term Loan Ba1 S P A I N ROMANSUR INVESTMENTS: Fitch Assigns 'B(EXP)' IDR, Outlook Stable VIA CELERE: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable S W I T Z E R L A N D GENEURO SA: Restructuring Moratorium Pushed to January 2026 T U R K E Y GOLDEN GLOBAL: Fitch Hikes LongTerm IDR to 'B-', Outlook Stable U N I T E D K I N G D O M DEEPOCEAN LTD: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable DREAMZ ENTERTAINMENT: WSM Marks Bloom Named as Administrators INEOS FINANCE: Fitch Assigns 'BB+(EXP)' Rating on Sr. Secured Notes KINGSTON MODULAR: Westgates Restructuring Named as Administrators ODYSSEY FUNDING: Moody's Assigns B3 Rating to GBP4.1MM Cl. F Notes PAVILLION MORTGAGES 2024-1: Fitch Hikes Rating on F Notes to BB- PROJECT AURORA 1: Fitch Assigns 'B(EXP)' IDR, Outlook Positive S4 CAPITAL: Moody's Lowers CFR to B2 & Alters Outlook to Stable - - - - - =========== F R A N C E =========== BISCUIT HOLDING: S&P Lowers ICR to 'CCC+', Outlook Negative ----------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on Biscuit Holding S.A.S. (BI) to 'CCC+' from 'B-', its issue ratings on the company's senior debt instruments to 'CCC+' from 'B-', with the recovery rating at '3' (55%), and its issue rating on the company's second-lien instrument to 'CCC-' from 'CCC', with the recovery rating remaining at '6' (0%). The negative outlook reflects the risk of a downgrade if the company is unable to address its debt maturity schedule, and highly leveraged capital structure, as well as recover its operating performance and restore cash generation and liquidity. BI's trading performance has fallen short of our expectations owing to unfavorable market conditions and increased competition. BI's operating performance was weaker than expected over first-half 2025 (ended June 30, 2025), owing to material pressure on volumes sold (down -9.6% in first-half 2025 compared to the same period last year) and volatile raw material prices, notably butter, eggs, and cacao. S&P said, "We understand that the company maintained high prices (up 7.5% in first-half 2025 compared to the same period last year) and continued passing through high raw material costs to preserve its margin. This strategy contrasted with national brands, which pursued aggressive promotional activities to regain market shares in an overall soft market environment, thereby intensifying competitive pressure and reducing demand for BI's products. As a result, the group's reported revenue totaled EUR564.4 million (down 2.8%) over first-half 2025, with S&P Global Ratings-adjusted EBITDA at about EUR43 million, declining 31% year on year. We understand, it is unlikely that the company's results will improve meaningfully in second-half 2025. This is in the absence of a recovery in volumes and persistently high raw material prices that will continue to weigh on the group's profitability. In our revised base case for 2025, we forecast an S&P Global Ratings-adjusted EBITDA of about EUR107 million compared with EUR141 million expected previously. For 2026, we anticipate an S&P Global Ratings-adjusted EBITDA of approximately EUR134 million, driven by improving market trends, volume recovery from the group's innovation and expansion initiatives, and the easing of raw material prices, supporting contribution margin recovery. However, our forecasts remain constrained by material uncertainty on the industry's dynamics, limited consumer spending in Europe, and tough competition from national brands." S&P said, "We anticipate that FOCF after leases will decline, leading to deteriorating liquidity. Our base case incorporates total annual capital expenditure (capex) of approximately EUR45 million, in line with the group's strategy to expand capacity and implement efficiency initiatives, mainly through automation and footprint optimization. Additionally, the group has a highly leveraged capital structure, resulting in a cash interest burden of about EUR66 million. This, coupled with pressured profitability, will result in a material decline in FOCF after lease payments to about negative EUR30 million in 2025, which we think could have a considerable effect on liquidity. As of June 30, 2025, the group had EUR35.6 million of cash in the balance sheet and EUR50 million available under the EUR85 million RCF maturing in August 2026 (EUR28 million was drawn and EUR6.3 million used as bank guarantees at the end of first-half 2025). While we expect some earnings recovery in 2026, we forecast FOCF after leases will remain slightly negative next year. "We think that the group's capital structure could become unsustainable absent favorable business, financial, and economic conditions. The group has a highly leveraged balance sheet, and we estimate that about EUR1.1 billion of S&P Global Ratings-adjusted debt will be outstanding by year-end 2025. We forecast S&P Global Ratings-adjusted leverage will reach about 10.2x in 2025 compared to 7.8x in 2024 and could ease toward 8.3x in 2026 if we expect earnings recovery next year. Therefore, we think that the capital structure could become unsustainable given the high level of debt compared with the size of operations and forecast cash burn; we think it is increasingly dependent on favorable business, financial, and economic conditions. "We forecast increasing refinancing risk given its large upcoming debt maturities in 2026 and 2027. BI's debt maturities include its EUR85 million RCF--of which EUR28 million is drawn as of June 30, 2025--due August 2026, the EUR695 million TLB, and EUR80 million pari passu notes due February 2027. We see elevated refinancing risks, given BI's approaching maturities, against the backdrop of tough macroeconomic and business conditions. We will monitor any developments related to the group's capital structure and its impact when we gain greater insight into its refinancing plan." The negative outlook reflects the risk of a downgrade if the company is unable to address its debt maturity schedule, and highly leveraged capital structure, as well as recover its operating performance and restore cash generation and liquidity. S&P could lower its ratings on BI if: -- The company does not address its upcoming debt maturities in a timely manner; -- It undertakes a liability management transaction that we view as a distressed debt exchange or restructuring; or -- Its liquidity position deteriorates such that it is unable to cover its fixed charges. S&P could raise its rating on BI if: -- The company successfully refinances its capital structure such that S&P expects its liquidity will be adequate for the foreseeable future; and -- It sustains organic growth, which enables it to maintain consistent profitability and margins, and demonstrates a clear deleveraging path below the current levels and improving cash flow generation, resulting in a capital structure that we would view as sustainable. CIRCET EUROPE: Fitch Affirms & Then Withdraws 'B+' IDR ------------------------------------------------------ Fitch Ratings has affirmed Circet Europe SAS's Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable Outlook. Fitch has downgraded the group's EUR2 billion senior secured term loan B (TLB) to 'B+' from 'BB-' as the Recovery Rating was revised to 'RR4' from 'RR3'. Fitch has subsequently withdrawn the ratings. Cirect's ratings are negatively affected by high leverage, and a limited ability to pass on inflation to its customers. This is counterbalanced by leading market positions in most of its markets, as well as increased scale and geographical diversification. Fitch expects leverage to remain high in 2025, as profitability remains pressured by operational challenges in a few markets and a structural margin decline. However, Fitch believes Circet's fundamentals remain strong, supporting revenue and EBITDA growth over the medium term and underpinning the Stable Outlook. Fitch has withdrawn Circet's ratings for commercial reasons. Fitch will no longer provide ratings or analytical coverage of the entity. Key Rating Drivers Geographic Diversification Strategy: Circet diversified its geographic footprint to 13 countries in 2023 from a single market in France in 2017. This has helped stabilise revenue, mitigating the volatility associated with the cyclical nature of telecom networks deployment. This is because different markets have different phases of fibre to the home (FTTH) deployment and have different timelines for adopting the latest generation of mobile networks. Fitch expects Circet's revenue from FTTH network deployment to decline in markets with very high FTTH coverage. Fitch expects growth in countries where FTTH coverage is relatively low, such as Germany, the US, the UK and others. Its growth strategy involves capitalising on strong market shares in the operations and maintenance market in mature markets and expanding into adjacent energy transition markets with strong growth potential. High Leverage: Fitch expects Fitch-defined EBITDA gross leverage to remain high for the rating at 5.9x in 2025 (6.1x at end-2024). Its rating case envisages leverage falling to 5.5x in 2026 and 5.2x by end-2027. The pace of deleveraging will depend on the take-up rate of new-build projects, Circet's ability to restore margins to pre-2024 levels, and changes in factoring (which Fitch treats as debt). Fitch assumes the Fitch-defined EBITDA margin will average 10.6% in 2025-2027 (10.6% in 2024). Solid Business Profile: Cirect's market-leading positions, strong contract execution, and reputation for expertise and quality continue to support its business profile. Its scale and diversification are in line with the 'bb' midpoint under Fitch's Diversified Services Industry Criteria. Its dependence on the French telecom infrastructure has been steadily decreasing. Service diversification is also satisfactory as Circet moves up the value chain and increases its added value per contract. Its customer, geographic and end-market concentration are declining, but they remain high. Structural Margin Decline: Circet's Fitch-defined EBITDA margin declined to around 11% in 2023-2024 from 16% in 2019. Profitability has been adversely affected by diversification into new geographies with structurally lower margins in some markets than in France and, to a lesser extent, by inflationary pressures. Nevertheless, Fitch believes Circet's current margins still compare well with other Fitch-rated business services companies. Temporary Operational Challenges: Circet faced several challenges in 2H23-2024. The decline in mature markets for fibre deployment, coupled with delays in launching new contracts, was exacerbated by continued inflationary pressures on margins and quality issues in Germany. The latter required additional work, causing a decline in margins and overall free cash flow. These challenges continued in 1H25 with the turning point expected in 2H25, as the old loss-making contracts in Germany are completed. Leading Market Position: Leading market positions in France, Ireland and the UK, Germany, and Benelux with its Circet and KN brands are a positive credit factor. Circet has used its expertise in telecom infrastructure services to secure outsourcing contracts with several major European telecom operators. Expansion into the US offers cross-region business opportunities with existing clients and through acquisitions. Fitch believes that Circet is uniquely positioned to work on all technologies and with its involvement in the design, roll-out, activation and maintenance of its client's network. Supportive Sector Fundamentals: Longer technology cycles and high fibre coverage in the long term could weigh on the availability of build contracts. However, the telecom industry's low cyclicality, growing maintenance and subscriber connection capabilities, continued technology development, good customer retention rates and the trend toward outsourcing are mitigating factors. Circet has also started diversifying into the growing energy transition sector where it can leverage its expertise in telecom networks construction (e.g. building EV charging stations and power distribution networks). Peer Analysis Circet is stronger than smaller, and similarly rated, peers that are more focused on a single service offering and country. It also compares well with peers that offer a wider range of services to broader end-markets, such as SPIE SA (BB+/Positive). Like most Fitch-rated medium-sized business services companies, Circet benefits from a leading position in a specific end-market. Sales also tend to be concentrated on a limited number of customers in a small number of countries. However, this is a characteristic of the telecom sector, which comprises few dominant operators in each country. Circet's lean and flexible cost structure supports materially higher operating and cash profitability than peers and is strong for the rating. Key Assumptions - Revenue growth of around 5% in 2025-2028, supported by low organic growth and continued bolt-on acquisitions - Fitch-defined EBITDA margin of 10.4% in 2025, improving to 10.8% in 2028 - Capex at 1.1% of revenue in 2025-2028 - Working-capital outflow at 2% of sales a year in 2025-2028 - Cash outflow from non-recurring items at EUR35 million in 2025 - No dividend payments - Acquisitions at around EUR115-EUR120 million a year in 2025-2028 Recovery Analysis - Going-concern (GC) EBITDA at around EUR360 million (in line with the previous year). Financial distress is likely to result from the loss of one or two customers that account for 10%-20% revenue, coupled with erosion in EBITDA margin toward the industry average of around 10%. - An enterprise value (EV) multiple of 5.0x is used to calculate a post-reorganisation valuation, which reflects Circet's limited size in absolute terms (although sizable relative to peers) and a business model that is exposed to regulations, TMT development and concentration in customers. - Circet's debt comprises a EUR345 million revolving credit facility (RCF; which Fitch assumes would be fully drawn upon default), a EUR2.1 billion TLB, and a small amount of local bank lines for an estimated total EUR158 million at end-2024 and EUR80 million of bonds guaranteed by France. Fitch also views the EUR354 million factoring at end-2024 (EUR259 million at end-2023) as not being available in the recovery analysis, which decreases the EV available for other creditors. Fitch continues to exclude payment-in kind shareholder loans into recovery analysis as Fitch treats these instruments as equity-like. - Its analysis results in a senior secured instrument rating of 'B+' with a Recovery Rating of 'RR4'. RATING SENSITIVITIES Not applicable, as the ratings have been withdrawn. Liquidity and Debt Structure Circet has comfortable liquidity, supported by EUR409 million of cash and cash equivalents at end-2024 (Fitch-defined) and access to a EUR345 million RCF (undrawn) available until March 2028. The TLB, which comprises the majority of Circet's debt, is floating rate and due in 2028. Financial hedging instruments are in place for part of its debt, which mitigates the risk from rising benchmark rates. Issuer Profile France-based Circet is the number one provider of telecom infrastructure services to telecom operators in France and has leading positions in several European countries. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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. Following the rating withdrawal Fitch will no longer provide ESG scores for the company. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Circet Europe SAS LT IDR B+ Affirmed B+ LT IDR WD Withdrawn senior secured LT B+ Downgrade RR4 BB- senior secured LT WD Withdrawn SAUR: Fitch Assigns 'BB+(EXP)' Rating on Proposed EUR500MM Bond --------------------------------------------------------------- Fitch Ratings has assigned Holding d'Infrastructures des Metiers de l'Environnement's (SAUR) proposed EUR 500 million senior unsecured bond with a five-year tenor an expected rating of 'BB+(EXP)' and a Recovery Rating of 'RR4'. The proposed bond is rated in line with SAUR's 'BB+' Issuer Default Rating (IDR) and outstanding senior unsecured notes. The draft terms of the proposed notes largely mirror those of the existing notes. The proceeds resulting from the bond will be used to repay SAUR's EUR300 million April 2027 and for general corporate purposes. The final instrument rating is subject to the receipt of final debt documentation conforming to the information already received. Key Rating Drivers Instrument Rating Aligned with IDR: The rating on the proposed senior unsecured bond is in line with SAUR's 'BB+' IDR and the outstanding notes - totalling EUR1.4 billion - as the proposed notes would constitute unconditional, unsubordinated and unsecured obligations of the company, and would, at all times, rank at least equally with SAUR's all other present and future unsecured and unsubordinated indebtedness. The draft offering circular reviewed by Fitch mirrors the provisions for the existing bonds, supporting the same instrument rating. Ongoing Operational Improvement: SAUR reported 9% EBITDA growth year on year in 1H25, driven by municipal water activities in France and overseas. Its Water France business (54% of the EBITDA) posted solid 15.6% EBITDA growth, reflecting beneficial price effects, strict cost control and productivity measures implemented by management. International operations also benefited from tariff updates and cost discipline. Industrial Water Underperformance: SAUR's rapidly growing Industrial Water business reported declines in revenues (-9%) and EBITDA (-15%) in 1H25. The decrease was due to project execution delays in the US and Europe resulting from macroeconomic uncertainty around tariffs and political factors in France. Fitch views this as a temporary delay in project execution, weighing on near-term revenue and EBITDA, but order intake remains robust and supports future growth. Active Working Capital Management: SAUR's working capital improved during 1H25 but remained negative at EUR92 million (negative EUR146 million in 1H24), consistent with the mid-year seasonal low. Management optimisation initiatives were the main driver of the working capital improvement in addition to lower industrial water activity. On a last-12-months basis to June 2025, SAUR had a working capital inflow of EUR10 million, underscoring better cash flow management. Fitch expects working capital to be slightly negative by end-2025 and neutral to positive from 2026. Deleveraging Under Way: Fitch expects EBITDA recovery and improved cash management to continue to support SAUR's deleveraging. Fitch forecasts Fitch-defined funds from operations (FFO) net leverage to reach 5.9x by end-2025, down from 6.6x in 2024, and to deleverage within the 'BB+' sensitivities by 2026. Fitch expects the deleveraging to be supported by the recovery of municipal water activities and management initiatives to improve profitability and working capital. Supportive Shareholders: SAUR's principal shareholders (EQT, PGGM, and DIF) have backed its strategy of favouring growth over dividends. The company's external growth initiatives have been conservatively financed, primarily through capital increases, enabling SAUR to reinforce its market position in the sector while limiting the impact on leverage. Its projections do not factor in additional acquisitions, but Fitch anticipates that shareholders will continue to provide equity support should new acquisition opportunities arise. Any reduction in shareholder backing for such transactions could delay the company's deleveraging. Peer Analysis SAUR is France's third-largest water and wastewater management company, behind Veolia Environnement S.A. and Suez S.A. Both companies benefit from larger scale and a greater presence outside the domestic market than SAUR. In water, these peers also benefit from larger and more profitable contracts, which underline their higher profitability even though they operate under the same contractual framework as SAUR. FCC Aqualia, S.A. (BBB-/Stable), the Spanish water concessions operator, is SAUR's closest rated peer by business mix and scale. Aqualia's municipal business accounts for about 90% of EBITDA, compared with around 70% for SAUR at end-2024. Overall, Fitch considers Aqualia's business risk slightly better than SAUR's, with longer average concession residual life, higher renewal rates, better profitability due to higher capex intensity, and a contractual framework that includes timely financial equilibrium mechanisms. This allows for higher debt capacity with a FFO net leverage threshold for investment grade rating at 5.0x for Aqualia, compared with 4.5x for SAUR. Acea SpA (BBB+/Stable) is an Italian diversified multi-utility operating in water distribution, environmental services, and electricity production and distribution. Acea benefits from a stronger business profile due to a high share of regulated revenues provided by a mature and predictable regulatory framework. Acea's diversified revenue streams and regulated revenue mechanism provide better protection against inflation, which enabled it to preserve its EBITDA margin during the recent inflationary period. Key Assumptions - Revenue CAGR of 6.7% for 2025-2027, supported by organic growth - mainly Industrial Water and Water France - and tariff indexation - Fitch-calculated consolidated EBITDA margin gradually increasing to 9.5% in 2025; 10.8% in 2026, and 11.5% in 2027, from 8.4% in 2024 - Average capex of about EUR210 million a year over 2025-2027 - No M&A; any large M&A to be largely supported by equity injections - No dividends to 2027 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to show credible deleveraging towards 5.2x FFO net leverage by 2026 at the latest - Persisting earnings volatility due to changes in public contract agreements, regulatory frameworks or having a less-contracted business mix or contracts with higher-risk counterparties - for example, Industrial Water rising above 35%-40% of total EBITDA - around 30% forecast in 2025 - for example could lead Fitch to review SAUR's debt capacity for the rating Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - FFO net leverage below 4.5x on a sustained basis, accompanied with tangible recovery of EBITDA margin Liquidity and Debt Structure SAUR's liquidity at end-1H25 comprised EUR558 million of readily available cash and an undrawn EUR150 million revolving credit facility. The liquidity was sufficient to cover its EUR242 million bond repayment in mid-September 2025. The issue of the new bond will support the company's liquidity in anticipation of future bond repayment. Fitch expects SAUR to return to neutral free cash flow by 2026, supported by increasing EBITDA and improvement in working capital. Fitch expects the company will proactively refinance its bond maturities in 2027-2029. Issuer Profile SAUR is an integrated water and wastewater treatment and distribution operator for households and a water services provider for industries. It also provides engineering and procurement and other water-related works for municipalities and serves more than 20 million residents and 9,200 municipalities. Date of Relevant Committee 08 May 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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 ----------- ------ -------- Holding d'Infrastructures des Metiers de l'Environnement senior unsecured LT BB+(EXP) Expected Rating RR4 ============= G E R M A N Y ============= CIDRON GLORIA: Moody's Appends 'LD' Designation to PDR ------------------------------------------------------ Moody's Ratings has appended a limited default (LD) designation to Cidron Gloria Holding GmbH (GHD or the company)'s probability of default rating, revising it to Caa2-PD/LD from Caa2-PD. The LD designation will remain in place for three business days. There is no change to the company's Caa2 corporate family rating or the ratings on its debt instruments issued by GHD Verwaltung GesundHeits GmbH Deutschland. The outlook is negative. On September 23, GHD closed its amend and extend (A&E) transaction where lenders agreed, among other things, to extend the company's debt facilities by 15 months. The LD designation reflects a limited default under Moody's definition following the company's agreement with its lenders, which Moody's sees as default avoidance. The transaction also reduces a portion of its term loan and revolving credit facility, while extending maturities to 2027. While transaction provides a liquidity relief via extension of the company's debt maturities, GHD's key credit metrics remain weak and there are execution risks to the turnaround of its homecare operations. GHD, headquartered in Germany, is a provider of homecare medical services and a distributor of associated medical devices/products for a broad range of therapeutic areas. The company has been majority-owned by funds managed and advised by Nordic Capital since August 2014. ============= I R E L A N D ============= AURIUM CLO VIII: Fitch Assigns 'B-(EXP)sf' Rating on Cl. F-R Notes ------------------------------------------------------------------ Fitch has assigned Aurium CLO VIII DAC reset notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Aurium CLO VIII DAC - RESET A-R LT AAA(EXP)sf Expected Rating B-R LT AA(EXP)sf Expected Rating C-R LT A(EXP)sf Expected Rating D-R LT BBB-(EXP)sf Expected Rating E-R LT BB-(EXP)sf Expected Rating F-R LT B-(EXP)sf Expected Rating Subordinated Notes LT NR(EXP)sf Expected Rating X LT AAA(EXP)sf Expected Rating Transaction Summary Aurium CLO VIII DAC RESET will be a securitisation of mainly senior secured obligations (at least 90%) with a component of corporate rescue loans, senior unsecured, mezzanine, second-lien loans and high-yield bonds. Net proceeds from the note issue will be used to redeem all existing notes, including the subordinated notes, and fund a portfolio with a target size of EUR550 million. The portfolio manager is Spire Management Limited. The collateralised loan obligation (CLO) will have a five-year reinvestment period and a nine-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-calculated weighted average rating factor (WARF) of the identified portfolio is 24.2. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the identified portfolio is 61.1%. Diversified Portfolio (Positive): The transaction will include various concentration limits, including an exposure to the three-largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have a five-year reinvestment period and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months shorter than the WAL covenant. This reflects the strict reinvestment criteria after the end of the reinvestment period, which includes passing the Fitch 'CCC' limitation and the coverage tests, plus a WAL covenant that consistently steps down over time. In Fitch's opinion, these conditions reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class X and A-R notes and would lead to a downgrades of one notch each on the class B-R, C-R, D-R, E-R and F-R notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class B-R, D-R and E-R notes each have a rating cushion of two notches and the class C-R and F-R notes have a cushion of one notch each, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class X and A-R notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches each for the class A-R and D-R notes, four notches each for the class B-R and C-R notes and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches for the class B-R notes and three notches each for the class C-R, D-R, E-R and F-R notes. The class X and A-R notes are rated 'AAAsf', which are at the highest level on Fitch's scale and cannot be upgraded. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than- expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Aurium CLO VIII DAC - RESET. 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. CARLYLE EURO 2021-1: Moody's Affirms B3 Rating on EUR10MM E Notes ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Carlyle Euro CLO 2021-1 DAC: EUR37,000,000 Class A-2A Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jun 4, 2021 Definitive Rating Assigned Aa2 (sf) EUR5,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jun 4, 2021 Definitive Rating Assigned Aa2 (sf) Moody's have also affirmed the ratings on the following notes: EUR244,000,000 Class A-1 Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jun 4, 2021 Definitive Rating Assigned Aaa (sf) EUR28,000,000 Class B Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed A2 (sf); previously on Jun 4, 2021 Definitive Rating Assigned A2 (sf) EUR25,200,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jun 4, 2021 Definitive Rating Assigned Baa3 (sf) EUR22,800,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Jun 4, 2021 Definitive Rating Assigned Ba3 (sf) EUR10,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Jun 4, 2021 Definitive Rating Assigned B3 (sf) Carlyle Euro CLO 2021-1 DAC, issued in June 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by CELF Advisors LLP. The transaction's reinvestment period will end in October 2025. RATINGS RATIONALE The rating upgrades on the Class A-2A and Class A-2B notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in October 2025. The affirmations on the ratings on the Class A-1, Class B, Class C, Class D and Class E notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodologies and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR393.1m Defaulted Securities: EUR1.8m Diversity Score: 52 Weighted Average Rating Factor (WARF): 2969 Weighted Average Life (WAL): 4.38 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.71% Weighted Average Coupon (WAC): 4.42% Weighted Average Recovery Rate (WARR): 43.98% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in May 2024. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in October 2025, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. HOLLAND PARK CLO: Moody's Ups Rating on EUR10MM Cl. E Notes to B1 ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Holland Park CLO Designated Activity Company: EUR40,000,000 Class A-2 Senior Secured Floating Rate Notes due 2032, Upgraded to Aaa (sf); previously on Mar 15, 2024 Upgraded to Aa1 (sf) EUR10,000,000 Class B-1 Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aa1 (sf); previously on Mar 15, 2024 Affirmed A2 (sf) EUR17,000,000 Class B-2 Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aa1 (sf); previously on Mar 15, 2024 Affirmed A2 (sf) EUR24,300,000 Class C Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to A3 (sf); previously on Mar 15, 2024 Affirmed Baa3 (sf) EUR22,700,000 Class D Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Ba2 (sf); previously on Mar 15, 2024 Affirmed Ba3 (sf) EUR10,000,000 (Current outstanding amount EUR4,433,387) Class E Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to B1 (sf); previously on Mar 15, 2024 Affirmed B3 (sf) Moody's have also affirmed the ratings on the following notes: EUR250,000,000 (Current outstanding amount EUR122,583,467) Class A-1 Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Mar 15, 2024 Affirmed Aaa (sf) Holland Park CLO Designated Activity Company, issued in April 2014, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Blackstone Ireland Limited. The transaction's reinvestment ended in May 2024. RATINGS RATIONALE The rating upgrades on the Class A-2, the Class B-1, the Class B-2, the Class C, the Class D and Class E notes are primarily a result of significant deleveraging of the senior notes following amortisation of the underlying portfolio since the last rating action in March 2024. The affirmation of the rating on the Class A-1 notes is primarily a result of the expected losses on the notes remaining consistent with their current rating level, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodologies and could differ from the trustee's reported numbers. The Class A notes have paid down by approximately EUR127.4 million (51%) since the last rating action in March 2024. As a result of the deleveraging, over-collateralisation (OC) ratios have increased across the capital structure. According to the collateral administrator report dated August 2025[1] the Class A, Class B, Class C and Class D OC ratios are reported at 152.27%, 134.18%, 121.21% and 111.18% compared to March 2024[2] levels of 138.30%, 126.52%, 117.51% and 110.18%, respectively. Moody's notes that the August 2025 principal payments are not reflected in the reported OC ratios. In its base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR264.98m Defaulted Securities: EUR5.22m Diversity Score: 47 Weighted Average Rating Factor (WARF): 3146 Weighted Average Life (WAL): 3.19 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.14% Weighted Average Coupon (WAC): 3.60% Weighted Average Recovery Rate (WARR): 43.18% Par haircut in OC tests and interest diversion test: none The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into its cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Moody's Global Approach to Rating Collateralized Loan Obligations" published in May 2024. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. JUBILEE CLO 2025-XXXI: S&P Assigns B-(sf) Rating on Class F Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Jubilee CLO 2025 XXXI DAC's class A-1 and A-2 loans and class A, B-1, B-2, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which consists primarily of 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 and loans 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 2,638.63 Default rate dispersion 627.57 Weighted-average life (years) 4.75 Obligor diversity measure 132.52 Industry diversity measure 19.66 Regional diversity measure 1.14 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 36.50 Target weighted-average spread (%) 3.68 Target weighted-average coupon (%) 3.89 Rating rationale Under the transaction documents, the rated notes and loans will pay quarterly interest unless a frequency switch event occurs. Following this, the notes and loans will switch to semiannual payments. The portfolio's reinvestment period will end 4.50 years after closing. The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.65%), the covenanted weighted-average coupon (3.85%), and the targeted weighted-average calculated in line with our CLO criteria for all classes of notes and loans. 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. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "Until the end of the reinvestment period on March 13, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes and loan. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, as long as the initial ratings are maintained. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicate that the available credit enhancement for the class B-1 to E notes could withstand stresses commensurate with higher rating levels than those we have assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes. "Taking the above factors into account and 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 the rated classes of notes and loans. "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-1 loan, A-2 loan, and 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 (and or for some of these activities there are revenue limits or can't be the primary business activity) assets from being related to certain activities. 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 2025-XXXI is a cash flow CLO securitizing a portfolio of primarily European senior-secured leveraged loans and bonds. The transaction is managed by Alcentra Ltd. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 96.00 38.00 3mE + 1.33% A-1 loan AAA (sf) 25.00 38.00 3mE + 1.33% A-2 loan AAA (sf) 127.00 38.00 3mE + 1.33% B-1 AA (sf) 33.75 27.06 3mE + 1.90% B-2 AA (sf) 10.00 27.06 5.00% C A (sf) 22.90 21.34 3mE + 2.15% D BBB- (sf) 28.35 14.25 3mE + 3.10% E BB- (sf) 18.50 9.63 3mE + 5.50% F B- (sf) 12.50 6.50 3mE + 8.43% Sub NR (sf) 31.16 N/A N/A *The ratings assigned to the class A-1 and A-2 loans, and class A, B-1, and B-2 notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. § The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month Euro Interbank Offered Rate. PENTA CLO 20: Fitch Assigns 'B-sf' Final Rating on Class F Notes ---------------------------------------------------------------- Fitch Ratings has assigned Penta CLO 20 DAC's final ratings. Entity/Debt Rating ----------- ------ Penta CLO 20 DAC A XS3121008430 LT AAAsf New Rating B XS3121008513 LT AAsf New Rating C XS3121008604 LT Asf New Rating D XS3121007622 LT BBB-sf New Rating E XS3121008869 LT BB-sf New Rating F XS3121008943 LT B-sf New Rating Subordinated Notes XS3121009081 LT NRsf New Rating Transaction Summary Penta CLO 20 DAC is a securitisation of mainly senior secured obligations (at least 90%), with a component of senior unsecured, mezzanine and second-lien loans. Note proceeds were used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Partners Group (UK) Management Ltd. The collateralised loan obligation (CLO) has 4.6-year reinvestment period and an 8.5-weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor (WARF) of the identified portfolio is 24. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 60.4%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including 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 the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a reinvestment period of around 4.6 years nd 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. The transaction includes three Fitch test matrix sets, each comprising two matrices that correspond to two fixed-rate asset limits of 5% and 10%. All matrices correspond to a top 10 obligor limit at 20%. One set is effective at closing, corresponding to an 8.5-year WAL test. Another set, which corresponds to a 7.5-year WAL test, is effective 12 months after closing. The third set corresponds to a seven-year WAL test and is effective 18 months after closing. Switching to the forward matrices is subject to the satisfaction of the reinvestment target par condition. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis was reduced by one year, with a floor of six years. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include passing both the coverage tests and the Fitch 'CCC' maximum limit, together with a WAL covenant that progressively steps down, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes and lead to downgrades of no more than one notch each for the class B, C, D, E notes and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B, D, E, F notes each have a rating cushion of two notches and the class C notes have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class A to D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction in the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches each for the class B to D notes and three notches each for the class E and F notes. The class A notes are rated 'AAAsf', the highest level on Fitch's scale and cannot be upgraded. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, 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. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Penta CLO 20 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. TIKEHAU CLO IV: Fitch Assigns 'B-sf' Final Rating on Cl. F-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Tikehau CLO IV DAC reset notes final ratings. Entity/Debt Rating Prior ----------- ------ ----- Tikehau CLO IV DAC A-R XS3167364168 LT AAAsf New Rating AAA(EXP)sf B-R XS3167364325 LT AAsf New Rating AA(EXP)sf C-R XS3167364671 LT Asf New Rating A(EXP)sf D-R XS3167365058 LT BBB-sf New Rating BBB-(EXP)sf E-R XS3167365488 LT BB-sf New Rating BB-(EXP)sf F-R XS3167365561 LT B-sf New Rating B-(EXP)sf Transaction Summary Tikehau CLO IV 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 refinance the rated notes. The portfolio is actively managed by Tikehau Capital Europe Limited. The CLO will have a 5.1-year reinvestment period, and a 7.5-year weighted average life (WAL) test, which can be extended one year after closing, subject to conditions. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 25.7. 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 60.9%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits, including 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 two matrices available at closing, with a WAL of 7.5 years and fixed-rate assets limit of 10% and 5%, and two additional matrices available six months later, with a WAL of seven years and same fixed-rate assets limit. The transaction will have reinvestment criteria governing the reinvestment similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash-flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date, to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL covenant that progressively 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 stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R notes and lead to downgrades of one notch for the class B-R to E-R notes and to below 'B-sf' for the class F-R notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B-R, D-R and E-R notes have rating cushions of two notches, the class C-R notes of one notch and the class F-R notes of three notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A-R notes have no cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class A-R to 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 and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches for the notes, except the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally 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. Date of Relevant Committee September 4, 2025 ESG Considerations Fitch does not provide ESG relevance scores for Tikehau CLO IV 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 =================== AEGEA FINANCE: Fitch Rates USD500MM Unsec. Notes Due 2036 'BB' -------------------------------------------------------------- Fitch Ratings assigned 'BB' rating to Aegea Finance S.a.r.l's (Aegea Finance) proposed senior unsecured blue notes due 2036 of USD500 million, unconditionally and irrevocably guaranteed by Aegea Saneamento e Participacoes S.A.'s (Aegea; Foreign and Local Currency Issuer Default Ratings (IDRs) 'BB'/Outlook Stable). Proceeds will support debt refinancing, capex and general corporate purposes. Aegea's ratings reflect its strong business position and diversified asset base in the Brazilian water and wastewater industry, with expectations for cash generation to increase and leverage to moderate as it continues to develop its subsidiaries. Fitch views the high debt at the holding level as manageable, considering the group's proved access to diversified funding sources and projected increase in dividends inflow. Aegea should continue to generate negative FCF due to its relevant investment needs and high interest payments. The aggressive growth strategy is key credit consideration and may prevent the group to deleverage. Key Rating Drivers Solid Business Position: Aegea is a relevant private company in the water and wastewater industry in Brazil. The company has a diverse portfolio of assets, which mitigates the operational, hydrological, political, and regulatory risks. Its credit profile benefits from predictable demand and ongoing increase of operational scale from recently incorporated activities. Aegea continues to be a key industry consolidator, which strengthens its business profile. The company recently acquired urban waste treatment operations in Rio de Janeiro, which diversifies its service provision within a strong growth potential segment. Moderate Leverage: Fitch's rating case projects continued efficiency gains for Aegea, particularly in recently acquired operations, and a gradual reduction in leverage to 3.5x in 2025 and 3.2x in 2027, from 3.9x at YE 2024, as measured by adjusted net debt/EBITDA. These projections do not factor in significant acquisitions over the rating horizon, despite the company's stated focus on inorganic growth. The ongoing development of Companhia Riograndense de Saneamento (Corsan) and the nonconsolidated subsidiary Águas do Rio (AdR) will be crucial for deleveraging. Debt Concentration at the Holding Level: Fitch considers Aegea's elevated holding-level indebtedness as manageable, supported by the expectation of rising dividends from operating subsidiaries. As of June 30, 2025, holding company debt totaled BRL15.2 billion. Fitch's base case anticipates annual dividend receipts of approximately BRL700 million in 2025, increasing substantially to around BRL3.0 billion in 2026, providing the holding company with enhanced deleveraging capacity. Manageable Negative FCF: Fitch forecasts consolidated EBITDA of BRL8.3 billion (66% margin) in 2025, rising to BRL11.6 billion (65% margin) in 2027, positioning Aegea among the most profitable local peers. Projections assume tariff adjustments aligned with inflation and robust organic growth. Fitch expects total billed volumes to rise at an average of 15% annually for 2025-2027. Consolidated cash flow from operations (CFFO) should reach BRL4.4 billion in 2025 and BRL6.4 billion in 2027, resulting in an average negative FCF of BRL3.7 billion over the period, reflecting average annual investments of BRL5.9 billion and average dividend payments of around BRL2.6 billion per year. Peer Analysis Aegea's Local Currency IDR is positioned one notch below Companhia de Saneamento Basico do Estado de Sao Paulo (Sabesp; BB+/Stable), which has lower leverage and more predictable cash generation due to its more mature operations. In contrast, Aegea has a more geographically diversified portfolio of concessions, which reduces operational and regulatory risk. Both Aegea and Sabesp have strong EBITDA margins. Sabesp, as the country's largest water and wastewater utility, benefits from economies of scale and has improved efficiency after its recent privatization. Transmissora Alianca de Energia Eletrica S.A. (BB+/Stable), a power transmission company, has a better credit profile than Aegea due to its more predictable cash flow, strong financial profile, and lower regulatory risk. Aegea's activity in Brazil is influenced by the country's operating environment, which is subject to volatile macroeconomic conditions. This mostly explains the difference in ratings compared to Wessex Water Limited (WWL; BBB-/Negative), a holding company with water operations in England that benefits from better operating environment. Key Assumptions - Annual average total volume billed growth of 15% in 2025-2027; - Tariff increases in line with Fitch's inflation estimates added by already approved real tariff increase for certain subsidiaries; - Average annual capex of BRL5.8 billion in 2025-2027; - Average annual dividend distributions of BRL4.0 billion in 2025-2027; - Annual dividends upstreamed from to Aegea of around BRL700 million in 2025 and BRL3.0 billion in 2026; - No new acquisition. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Unexpected material additional cash contributions from the holding company to subsidiaries; - Deterioration of the liquidity profile on a consolidated and standalone basis or weaker financial flexibility; - Consolidated adjusted net debt-to-EBITDA ratio sustainably above 4.0x; - Sustainable EBITDA interest coverage below 2.5x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Consolidated adjusted net debt-to-EBITDA ratio sustainably below 3.0x and maintenance of adequate liquidity profile. Liquidity and Debt Structure Aegea benefits from demonstrated debt market access locally and internationally, which provides support for significant planned investments and necessary injections at subsidiaries and sustains adequate liquidity profile. The feature is key for its financial flexibility as company needs to continuously fund its negative FCF generation and manage its debt refinancing needs. By the end of June 2025, Aegea's total adjusted debt was BRL34.1 billion, on a consolidated basis. The debt mainly comprised of the outstanding bonds (BRL7.3 billion, adjusted by hedged derivatives) and debentures (BRL16.4 billion). Fitch considered 100% of the Aegea group's BRL1.3 billion outstanding issued preferred shares as debt, according to the agency's criteria. The group's liquidity profile was robust, with cash and equivalents at BRL7.7 billion, which strongly compares with BRL3.2 billion of short-term debt. Issuer Profile Aegea operates water and wastewater concessions across 865 municipalities in 15 Brazilian states through long-term contractual agreements. The company is majority-owned by Equipav Group (52.8%), with additional ownership held by GIC, a Singaporean sovereign fund (34.3%), and Itausa S.A. (12.9%). Date of Relevant Committee Aug. 1, 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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 ----------- ------ Aegea Finance S.a r.l. senior unsecured LT BB New Rating INTRALOT CAPITAL: Fitch Rates Secured Debt B(EXP), On Watch Pos. ---------------------------------------------------------------- Fitch Ratings has assigned Intralot S.A.'s senior secured debt, to be issued by Intralot Capital Luxembourg S.A., an expected 'B'(EXP) rating and placed it on Rating Watch Positive (RWP). Fitch is also maintaining the group's Long-Term Issuer Default Rating (IDR) of 'CCC+' on RWP. The Recovery Rating is 'RR2'. The proceeds from the new senior secured debt, together with those from an upcoming equity issuance of up to EUR400 million, will be used to finance the announced acquisition of Bally International Interactive (BII), a business of Bally's Corporation (B-/Rating Watch Negative). Intralot will also repay its existing senior secured debt with the new financing proceeds. Bally's Corporation will be the majority owner of the combined entity. The RWP reflects Fitch's expectations of an improved business profile and sharply lower financial risk after the transaction with a more sustainable medium- to long-term capital structure. Fitch expects to resolve the RWP after the acquisition, potentially with a multi-notch upgrade of the ratings. Key Rating Drivers Longer-Term Capital Structure: Intralot plans to issue EUR1.31 billion of senior secured debt as a combination of bonds and loans, alongside EUR200 million loans provided by three Greek banks and a EUR160 million super senior revolving credit facility (RCF). The proposed issuance will be used to finance the acquisition, help address Intralot's looming refinancing risk and establish a longer-term capital structure for the combined entity. The current short-term capital structure with near-term debt maturities in January 2026 has been the main factor constraining Intralot's Standalone Credit Profile (SCP) to the 'ccc' category. The new capital structure and the combined entity's business risk profile will support a medium-to-high 'b' SCP, provided it adheres to a consistent financial policy, maintains leverage in line with the credit profile and address approaching debt maturities with medium-term refinancing solutions. Improved Business Profile: The acquisition of BII will improve the combined company's business profile, with larger scale and higher product and geographic diversification, alongside high operating profitability and free cash flow (FCF) margins. However, the acquisition will shift Intralot's revenue mix to mostly B2C from a 90% exposure to B2B, which will reduce revenue visibility, as B2B is typically more predictable. The combined entity will be more exposed to the strongly regulated UK market, its most important geography. In the combined entity, 73% of revenue will come from sports betting and iGaming, exposing it to a less secure, but mature, market, which Fitch expects to grow at a stable pace, assuming no adverse regulatory changes. UK iGaming Main Market: The combined entity will generate a high share of revenue in the UK. It will be materially exposed to the UK online gaming market, the largest in Europe, but also one of the most heavily regulated. Its base case assumes no material adverse changes to UK market regulation or additional fiscal pressure and assumes low to mid single-digit growth in this segment. Fitch would treat any material unexpected adverse changes to regulation or taxation in the UK as an event risk, as large gaming taxation changes could materially affect its credit profile and that of other UK-exposed sector constituents. Healthy FCF Generation: Fitch estimates healthy FCF margins for the combined business, after a minimum 35% of net income dividend obligation. Its projections assume higher dividend distributions at 50%, given strong Fitch-estimated FCF-before-dividends generation. This would leave flexibility for cutbacks in the event of operational underperformance or higher capital intensity. Strong Combined Business Deleveraging: Fitch expects the combined entity will maintain low EBITDAR leverage, gradually falling towards 3.4x by 2028, from 4.3x in 2025 pro forma for the transaction, which is strong for a 'b' category rating. Deleveraging will be driven by consolidated EBITDA margin expansion, due to the integration of the BII business and realisation of synergies. Stronger Subsidiary, Weaker Parent: Fitch views Intralot's SCP pro forma for the acquisition at a medium to high 'b', stronger than its parent's consolidated credit profile. Fitch estimates Bally's consolidated profile after the transaction will remain weak. Once the transaction is completed, Fitch is likely to apply its Parent and Subsidiary Linkage Rating Criteria with Intralot as the stronger subsidiary and Bally's as the weaker parent. Intralot's rating could be up to two notches higher than the parent's consolidated profile if the final organisational structure and relationship between the parent and subsidiary remain as expected by Fitch. BII to Fund Capex: Intralot is expanding its US operations, participating in tenders for contracts in several US states. Individual contract scale is large compared with Intralot's standalone operations, so Fitch expects new US contracts could add about EUR220 million in capex over 2025-2029. This would be fully discretionary. BII's business is not capital intensive. Fitch therefore estimates BII's business will be able to fund Intralot's capex strategy. Less Contract Portfolio Expiration Impact: Fitch views Intralot's B2B revenue as more predictable than that of B2C gaming operators, although it is subject to licence or contract renewal risk. The company has not always been able to compete for renewals with local or international peers. The portfolio has some material licence expirations, such as in Illinois, which represented 12% of revenue in 2024, in 2027. Intralot's ability to maintain a balanced licence expiration profile will be less important for its rating trajectory after the acquisition, but could affect its credit profile in case of persistent non-renewals or lack of new contracts. Peer Analysis Pro forma for the announced transaction, the combined Intralot will become a closer peer to evoke plc (B+/Negative), with similar revenue concentration in the UK market and exposure to the online segment, making both entities similarly exposed to regulation. At the same time, BII segment has better profitability than evoke's UK online and retail segment, and evoke had higher EBITDAR leverage above 6.0x in 2024, which Fitch expects to gradually decrease to below 5.0x by 2027. Another close peer of the combined Intralot is Allwyn International AG (BB-/Positive), an internationally diversified B2B and B2C provider with a complex group structure, but materially larger than the combined Intralot. Meuse Bidco SA (B+/Stable) has less geographical diversification, with concentration on the mature European market, and Belgium in particular, and concentration on iGaming. Its strong profitability and low leverage support its rating. Intralot's standalone financial profile is not comparable with those of other more B2C EMEA gaming companies, such as Flutter Entertainment plc (BBB-/Stable), Entain plc (BB/Stable), or its B2B peers IGT Lottery S.p.A. (BB+/Stable) and Light & Wonder, Inc. (BB/Stable). Key Assumptions - Average mid-single-digit annual revenue growth in 2026-2029 - Improved profitability of the combined Intralot group - Dividends paid to minority shareholders increasing towards EUR12 million in 2029, from EUR5 million in 2025 - High capex intensity in 2026-2027, driven by the B2B segment, before moderating from 2028 - Dividend distribution at 50% of net income versus the 35% minimum required in 2026-2029, on strong profitability and healthy cash flow generation Recovery Analysis The recovery analysis assumes that Intralot would be considered a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. Fitch has assumed a 10% administrative claim. Fitch applied a distressed enterprise value (EV)/EBITDA multiple of 5.0x to the combined Intralot's operations. The GC EBITDA of the combined Intralot of EUR285 million reflects its view of a sustainable, post-reorganisation EBITDA level, on which Fitch bases the valuation of the combined group. After deducting 10% for administrative claims, its principal waterfall analysis would generate a senior secured recovery in the 'RR2' band, leading to a two-notch uplift of the senior secured debt from the IDR to 'B(EXP)'. The senior secured debt consists of EUR850 million bonds, EUR460 million (GBP400 million) senior secured term loan B (TLB) and EUR200 million Greek bank debt, all ranking pari passu among themselves. Its EUR160 million super senior RCF ranks ahead of the senior secured debt. Fitch applies a blended cap, based on the combined country exposure (2024: pro forma revenue and EBITDA contribution by country). The instrument rating is on RWP, maintaining the two-notch uplift from the IDR, once the IDR is upgraded on completion of the transaction at terms in line with its expectations. RATING SENSITIVITIES Fitch expects to resolve the RWP on the acquisition close, which it expects to be in 4Q25. Consequently, resolution of the RWP could exceed six months. If the proposed deal does not happen, Fitch would remove the ratings from RWP, and the following rating sensitivities would apply to Intralot as a standalone business. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - If the transaction does not go ahead, inability to refinance the upcoming maturities by end-4Q25 - EBITDAR leverage above 7.0x - EBITDAR coverage below 1.5x - Sustained negative or volatile FCF and lack of sufficient liquidity to support operations within the next 12-18 months Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - In the transaction does not go ahead, refinancing of the upcoming maturities by end-4Q25 - Healthy liquidity, underlined by positive FCF and a lack of permanent revolving credit facility drawdowns - EBITDAR leverage below 5.0x - EBITDAR coverage above 1.8x on a sustained basis Liquidity and Debt Structure After the planned transaction, the company will have a new longer-term capital structure, with EUR850 million of the new bonds and EUR460 million of UK pound term loans (GBP 400 million) maturing in 2031. The company will also have EUR200 million senior secured Greek debt amortising and maturing in 2029 and EUR130 million unsecured Greek retail bond maturing 2029. The company will also have a EUR160 million super senior revolving credit facility due 6 months before the maturity of the senior debt. Fitch expects strong cash flow generation, in high single digits to low double digits excluding 2026-2027, when capex will be high. The combined entity will have comfortable liquidity profile. Issuer Profile Intralot is a supplier of integrated gaming systems and services. BII is an international interactive segment of Bally's Corporation, active in iGaming, with the UK its main market. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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 ----------- ------ -------- ----- Intralot S.A. LT IDR CCC+ Rating Watch Maintained CCC+ Intralot Capital Luxembourg SA senior secured LT B(EXP) Expected Rating RR2 INTRALOT CAPITAL: Moody's Rates New EUR850MM Secured Notes 'B3' --------------------------------------------------------------- Moody's Ratings has assigned a B3 instrument rating to the proposed new EUR850 million backed senior secured notes due 2031 (the new senior secured notes) to be issued by Intralot Capital Luxembourg S.A., an indirect subsidiary of Intralot S.A. (Intralot or the company) and has placed it on review for upgrade. Moody's have also extended the review for upgrade on Intralot's Caa1 corporate family rating and Caa1-PD probability of default rating. The outlooks are also under review. In July 2025, Intralot entered into an agreement (the transaction) to acquire Bally's International Interactive business (BII) from Bally's Corporation (B2, ratings under review) for an enterprise value of EUR2.7 billion. Intralot plans to finance the acquisition through a mix of cash and shares considerations amounting to EUR1.530 billion and EUR1.136 billion, respectively. Following the completion of the transaction, Bally's Corporation is expected to become the majority shareholder of Intralot and the latter is expected to remain listed on the Athens stock exchange. The closing of the transaction is subject to the successful completion of a share capital increase resulting in net proceeds of at least EUR350 million and is anticipated to be completed in the fourth quarter of 2025. The net proceeds from the issuance of the new notes will be used, together with the proceeds from a new EUR460 million equivalent GBP term loan (GBP400 million) and a EUR200 million new Greek local bank facility as well as the expected proceeds of up to EUR400 million from the share capital increase, to finance the EUR1.530 billion cash consideration of the transaction and refinance Intralot's existing 2026 debt maturities amounting to around EUR252 million as of June 2025. The proceeds from the issuance of the proposed new senior secured notes will be kept in an escrow account (unless the BII acquisition is expected to complete within two business days of the issue date of the notes). The escrow account release date will be subject to the satisfaction of certain conditions, including the closing of the BII acquisition within two business days thereof. Mandatory special redemption of the notes will be required if the escrow account is not released by the end of September 2026. RATINGS RATIONALE The rating review process on Intralot's CFR will focus on the successful completion of the share capital increase with expected proceeds of around EUR400 million and the completion of the BII acquisition. The review will also focus on the credit quality of the combined group and the evolution of Bally's Corporation credit quality, and the reimbursement of the existing Intralot's debt in particular in the context of a significant portion of this debt coming due within less than 12 months, more specifically in January and July 2026. Upon conclusion of the review for upgrade, Intralot's CFR could be upgraded by one or more notches. The B3 rating on the proposed new senior secured notes is based on the fact that the proceeds from the notes will be kept in an escrow account if the BII acquisition is not expected to complete within two business days of the issue date of the notes and in this case only released from the escrow account two business days prior to the completion of the BII acquisition, combined with Moody's expectations that Intralot's CFR will be upgraded following the acquisition and the repayment of Intralot's 2026 debt maturities. The B3 rating on the proposed new senior secured notes assumes that the BII acquisition, including a prior successful share capital increase with proceeds of around EUR400 million, and the repayment of Intralot's 2026 debt maturities will happen within a short timeframe following the issuance of the new senior secured notes, well before the end of 2025. Pro forma for the proposed transaction, Intralot's credit profile will benefit from a significant increase in scale and the contribution from BII's established position in the UK online gaming market. Moody's also expects the company to benefit from broader products and services diversification across the gaming sector with presence across business-to-consumer (B2C) and business-to-business (B2B) segments. Furthermore, Moody's anticipates that the proposed transaction will be accretive to margins and to free cash flow generation, enhancing the deleveraging capacity of the company. At the same time, Moody's anticipates some geographical concentration in the UK, which will account for approximately 60% of the group's pro forma revenue. The merger with BII also introduces execution and integration risks. In addition, Intralot will continue to be exposed to contract renewal risks, because of the significance of certain key contracts, as well as regulatory and fiscal risks inherent to the gaming industry, particularly in the UK, where the regulatory changes associated with the Gambling Act review and potential changes in gaming taxation present additional challenges. Following the completion of the BII acquisition, Moody's expects Intralot's Moody's-adjusted gross leverage to be around 4.2x on a pro forma basis for the year 2025. Moody's forecasts solid revenue growth from 2026 onwards supported by growth in both B2C and B2B activities. Moody's expects the group's resulting EBITDA growth to support a gradual deleveraging to below 4.0x on a Moody's-adjusted gross leverage basis. There are however downside risks to the company's EBITDA growth and deleveraging prospects in the coming years in case Intralot's B2B division fails to renew major contracts or to win further new contracts. The company's management indicates its willingness to adopt a conservative financial policy following the completion of the BII acquisition, targeting a mid-term steady-state net leverage ratio of approximately 2.5x. However, on a pro forma basis for the year 2025 Moody's estimates that the group will achieve a company-adjusted net leverage ratio above its mid-term target ratio in the range of 3.0x to 3.5x. Intralot's current Caa1 CFR reflects refinancing risk because of debt maturities coming due in the next 12 months and the exposure to significant contract renewals, some of which expire in 2027. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Prior to the review process, Moody's indicated that Intralot's ratings could be upgraded if (i) the company successfully addresses the refinancing risk associated with its debt maturities coming due in 2026; (ii) its Moody's-adjusted gross leverage remains well below 6.0x on a sustained basis; or (iii) its Moody's-adjusted FCF remains positive across both the US and the non-US perimeters on a sustained basis. Prior to the review process, Moody's indicated that negative pressure on the ratings could arise if: (i) the company's liquidity weakens; (ii) there are uncertainties surrounding the sustainability of its capital structure and there is a risk of debt restructuring; or (iii) its operating performance deteriorates. LIQUIDITY Intralot's liquidity remains weak because of the upcoming maturity of the EUR90 million syndicated bond loan in January 2026 and of the $189.4 million US term loan in July 2026 (outstanding amounts as of the end of June 2025). Intralot's liquidity is supported by around EUR97 million of cash as of the end of June 2025 and a fully undrawn $50 million revolving credit facility (RCF) at Intralot, Inc. (US business) maturing in July 2026. Part of the company's EUR97 million cash balance is restricted under the syndicated bond loan's deposit account and the retail bond's debt service reserve account for a total combined amount of around EUR30.6 million as of June 2025. Following the completion of the BII acquisition, Moody's expects Intralot's liquidity to strengthen supported by a solid level of cash on balance sheet, a EUR160 million fully undrawn revolving credit facility (RCF), strong cash flow generation, and an improved debt maturity profile. Intralot is subject to maintenance financial covenants under its US term loan, as well as under its syndicated bond loan and retail bond. Additionally, the upstreaming of cash from the US business is allowed by the US term loan documentation, subject to lock-up covenants. Moody's expects financial covenants to be met. STRUCTURAL CONSIDERATIONS Intralot's PDR is Caa1-PD, in line with its CFR, reflecting Moody's assumptions of a 50% recovery rate as is customary for a capital structure comprising a mix of bonds and bank debt. Intralot's proposed new senior secured notes are rated B3, based on the escrow account mechanism mentioned above and Moody's expectations that Intralot's CFR will be upgraded following the BII acquisition and the repayment of Intralot's 2026 debt maturities. The new senior secured notes, which will benefit from guarantees from operating subsidiaries alongside the EUR460 million new GBP term loan (GBP400 million) issued by Intralot Holdings UK Ltd and the EUR200 million new Greek local bank facility issued by Intralot Capital Luxembourg S.A., will rank junior to the EUR160 million RCF issued by Intralot Capital Luxembourg S.A. and senior to the EUR130 million retail bond issued by Intralot S.A. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Business and Consumer Services published in November 2021. Intralot's Caa1 CFR is three notches below the scorecard-indicated outcome of B1. This reflects the refinancing risk and the weak liquidity of the company, which are both related to the upcoming debt maturities. COMPANY PROFILE Headquartered in Athens, Intralot is a global supplier of integrated gaming systems and services. The company designs, develops, operates and supports customised software and hardware for the gaming industry, and provides technology and services to state and state-licensed lottery and gaming organisations worldwide. It operates a diversified portfolio across 40 jurisdictions. In July 2025, Intralot announced it entered into an agreement to acquire Bally's International Interactive business (BII) from Bally's Corporation. BII is an online gaming operator in the UK and Spain, but it also manages a retail casino in the UK and receives royalty payments from a legacy Asian business. In 2024, Intralot reported consolidated revenue of EUR376 million and consolidated company-adjusted EBITDA of EUR130.7 million. The company reports combined revenue and company-adjusted EBITDA respectively of around EUR1 billion and EUR425 million pro forma for the BII acquisition as of the last twelve months ended June 2025. PRA GROUP II: Fitch Assigns 'BB(EXP)' Rating on Sr. Unsecured Notes ------------------------------------------------------------------- Fitch Ratings has assigned PRA Group Europe Holding II S.à r.l. Luxembourg's (PRA Lux II) proposed issuance of inaugural European senior unsecured notes an expected rating of 'BB(EXP)'. PRA Lux II is a wholly owned subsidiary of PRA Group, Inc. (PRA; BB/Stable). The final amount, coupon, and maturity will be determined at the time of issuance. Proceeds from the issuance will be used to repay outstanding borrowings under the North American and European revolving credit facilities. Key Rating Drivers Fully Guaranteed Notes, Equal in Rank: The proposed European senior unsecured notes will be issued by PRA subsidiary PRA Lux II, which is a funding vehicle with no material operations or outstanding debt. The notes will be fully guaranteed on a senior unsecured basis by PRA and its current and future domestic subsidiaries (guarantors) that guarantee the North American Credit Agreement. Therefore, the notes will rank pari passu with PRA's existing senior unsecured debt. The expected rating is equalized with PRA's Long-Term Issuer Default Rating (IDR) and its outstanding senior unsecured notes. The rating reflects the credit profile of the guarantors and Fitch's view of average recovery prospects for creditors in a stress scenario, supported by the availability of unencumbered assets. Leverage Neutral: Fitch expects the issuance to be leverage-neutral, as proceeds will be used to repay the North American and European revolvers. On a pro forma basis, leverage ratio (gross debt-to-adjusted EBITDA) will remain stable at 2.9x for the TTM ended 2Q25 and within PRA's stated target range of 2.0x-3.0x. Gross debt to tangible equity ratio was 4.0x at 2Q25 and remains within Fitch's 5x downgrade trigger. For more details on PRA's Key Rating Drivers and Rating Sensitivities, please refer to Fitch Downgrades PRA Group's Ratings to 'BB'; Outlook Stable, dated June 5, 2025. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The maintenance of cash flow leverage above 3x, in particular if stemming from an inability to enhance collection efficiency and adjusted EBITDA; - An increase in debt/tangible equity above 5x on a sustained basis, particularly if corporate initiatives like share repurchases are prioritized ahead of de-leveraging; - Deterioration in asset quality, as evidenced by acquired debt portfolios significantly underperforming anticipated returns or material write-downs in expected recoveries; - A shift in business strategy that leads to an increase in risk appetite outside the core business, outsized operating losses, and significant deficiencies in liquidity management; - Increased reliance on secured funding with the unsecured mix approaching 20%; and/or - An adverse operational event or significant disruption in business activities (for example arising from additional regulatory intervention in key markets adversely impacting collection activities), thereby undermining franchise strength and business model resilience. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A sustained reduction in cash flow leverage below 2.5x, underpinned by effective execution on the stated strategic initiatives and consistent profitability improvement through the cycle; - Unsecured debt greater than 40% of total debt on a sustained basis; and/or - Debt/tangible equity below 4x on a sustained basis. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The expected unsecured debt rating is equalized with PRA's Long-Term IDR, reflecting the availability of unencumbered assets and Fitch's expectation of average recovery prospects for creditors in a stressed scenario. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The expected senior unsecured debt rating is primarily sensitive to changes in PRA's Long-Term IDR and the guarantee structure. Additionally, the expected rating is sensitive to the funding mix and recovery prospects on the unsecured debt. A material increase in the proportion of secured debt, which weakens recovery prospects for unsecured debtholders in a stressed scenario, could result in the unsecured debt rating being notched down below the IDR. Date of Relevant Committee June 4, 2025 ESG Considerations PRA Group, Inc. has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to {DESCRIPTION OF ISSUE/RATIONALE}, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. PRA Group, Inc. has an ESG Relevance Score of '4' for Financial Transparency due to {DESCRIPTION OF ISSUE/RATIONALE}, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating ----------- ------ PRA Group Europe Holding II S.a r.l. senior unsecured LT BB(EXP) Expected Rating ===================== N E T H E R L A N D S ===================== CUPPA BIDCO: S&P Affirms 'CCC+' ICR & Alters Outlook to Negative ---------------------------------------------------------------- S&P Global Ratings revised its outlook on Cuppa Bidco B.V. (Lipton) to negative from stable and affirmed its 'CCC+' long-term issuer credit rating. S&P also affirmed its 'CCC+' issue ratings on the group's term loans, maintaining a recovery rating of '3' with recovery prospects of about 50%-70% (rounded estimate 55%) in the event of default. S&P said, "The negative outlook indicates that we could downgrade Lipton if the group is unable to improve operating performance. This will increase the risk of further deterioration in the liquidity position, such that we think that Lipton would face a liquidity shortfall or possible debt restructuring over the next 12-18 months." Lipton Teas and Infusions (Lipton) continues to experience challenging operating performance in 2025, resulting in persistently weak credit metrics. As such, S&P's forecast S&P Global Ratings-adjusted debt to EBITDA to remain significantly above 10.0x in 2025 reflecting weaker than anticipated EBITDA generation. The group is also experiencing a tightening of its liquidity position, with headroom having diminished considerably considering the sizable annual cash interest burden of about EUR250 million-EUR270 million, alongside ongoing capital expenditure (capex) and seasonal working capital requirements. This is coupled with funds from operations (FFO) interest coverage that S&P expects to remain weak at about 1.0x and continued negative free operating cash flow (FOCF) generation. Lipton continues to face ongoing challenges in operating performance, leading to materially weaker-than-anticipated credit metrics. Lipton's operating performance in first-half 2025 (ending June 30, 2025) remained challenged, reporting almost 13% topline decline year on year to nearly EUR700 million, which was lower than expected. This was primarily due to a decline in volume of about 8% as Lipton experienced operating headwinds from competitive pressures from local players in key markets such as the U.K., France, and Poland. This was along with one-off impacts through inventory destocking and resetting of distribution and route to market. At the same time, Lipton is subject to adverse foreign currency exchange devaluation in particular the U.S. dollar and the Australia dollar against the euro, which will have a negative effect throughout 2025. S&P said, "Under our updated base case for 2025, we forecast topline decline and have revised down our expected S&P Global Ratings-adjusted EBITDA to about EUR250 million (from EUR330 million-EUR340 million previously). As such, we expect adjusted debt leverage to remain elevated above 10.0x, with FFO cash interest coverage reaching 1.0x." This is compared with Lipton's 2024 performance, which landed below expectation, with S&P Global Ratings-adjusted EBITDA of EUR238 million, leading to S&P Global Ratings-adjusted debt to EBITDA of 13.4x, FFO cash interest coverage of 0.7x, and materially negative FOCF of about EUR330 million. S&P said, "We expect that Lipton's recovery will be gradual, although operating challenges persist. Under our base case, we assume modest annual revenue growth from 2026, primarily supported by momentum in volume growth through new innovations and product launches, gradual stabilization of new distributor relationships, and the redistribution of select stock keeping units (SKUs). In our view, the positive indicators toward the end of the second quarter of 2025 are favorable, with Lipton showing positive volume growth for the first time since separation. However, this progress is still gradual and visibility on the sustainability of volume progression remains low. At the same time, growth was fully offset by negative price effects, which we expect will likely continue as Lipton has been repositioning pricing. We forecast S&P Global Ratings-adjusted EBITDA about EUR260 million-EUR270 million in 2026 as Lipton will maintain gross profit margins of approximately 40% and reduce overheads through productivity improvements in manufacturing, simplification of distribution centers, and supply chain optimization. We also expect nonrecurring costs related to separation will reduce, although some exceptional costs will likely remain as the group reorganizes. We forecast marketing activity to remain elevated over the period as Lipton promotes brand equity and new product launches, and we expect marketing costs to remain close to 12% of sales." Lipton's liquidity position has significantly deteriorated and may depend on additional funding sources. Lipton's liquidity position is currently under pressure having drawn EUR358 million from the available EUR375 million revolving credit facility (RCF) at the end of June 2025. Given the cash on balance sheet of about EUR91 million and limited flexibility remaining under the undrawn RCF due in December 2028, the group's available liquidity sources are close to EUR110 million. S&P said, "At the same time, we forecast the group's annual FOCF will remain materially negative at about EUR100 million-EUR110 million in 2025 and negative at about EUR60 million-EUR70 million the following year. Lipton has a substantial annual cash burden of over EUR300 million related to cash interest and capital investment. We also factor volatility in the seasonal working capital requirements, incorporating our consideration of the geopolitical conditions and the effect on sourcing and the market price of tea. We forecast that the group's liquidity coverage will be tight without any mitigating actions or if operating performance does not improve. That said, we view the approval from shareholders to provide additional capital to support ongoing liquidity of the business as positive, although we understand this has not yet been provided." S&P said, "We view Lipton's debt burden as unsustainable and credit metrics remain very weak. We forecast S&P Global Ratings-adjusted debt to EBITDA to remain elevated above 10.0x over the next 12-18 months as Lipton's EBITDA base is currently subdued in a continued soft consumer spending environment. At the same time, we expect the high cash interest burden to weigh on forecast FFO cash interest, which is expected to remain at about 1.0x. We understand Lipton is currently undertaking cash marathons to generate close to EUR100 million of additional cash, such as through recovering value-added tax and withholding tax, potential sale and leasebacks, and disposals of nonstrategic assets. While these actions will likely provide a short-term liquidity reprieve, we view Lipton's debt burden as unsustainable in the long term. Positively, there are currently no near-term refinancing risks with the RCF maturing in December 2028 and the term loans maturing in June 2029. However, there is very limited headroom for further operating underperformance compared with our base case and uncertainty around the execution of cash flow enhancing measures. "The negative outlook indicates that we could downgrade Lipton if the group is unable to improve operating performance thereby increasing the risk of further deterioration in the liquidity position, such that we think that Lipton would face a liquidity shortfall or possible debt restructuring over the next 12-18 months. "We could lower the ratings if Lipton's liquidity position weakens further, such as through a financial covenant breach or inability to self-fund operations with FFO cash interest coverage consistently below 1.0x. We could also lower our rating if we see a heightened risk of default, including debt exchange offers and similar restructurings that we deem a distressed exchange. "We could revise the outlook to stable or take a positive rating action on Lipton if the group improves its liquidity position on a sustainable basis. We would also expect to see stronger FFO interest coverage, along with sustainable deleveraging, supported by improved topline, profitability, and cash flow generation." DUTCH PROPERTY 2022-CMBS1: S&P Raises Cl. F Notes Rating to 'CCC' ----------------------------------------------------------------- S&P Global Ratings raised to 'AAA (sf)' and 'AA+ (sf)' from 'AA (sf)' and 'A (sf)' its credit ratings on Dutch Property Finance 2022-1 CMBS1 B.V.'s class D and E notes. At the same time, S&P lowered its rating on the class F notes to 'CCC (sf)' from 'B+ (sf)'. S&P has resolved the UCO placements of all classes of notes. Rating rationale S&P said, "The rating actions follow the publication of our global CMBS methodology and assumptions as well as our review of the most recent performance data. Since our last review, the sequential allocation of prepayments and scheduled repayments from the loans in the pool have led to full repayment of the class A, B, and C notes and substantial increases in available credit enhancement for the class D and E notes. "At the same time, the class F notes have started deferring interest due to spread compression, a result of the sequential payment structure. Given that our rating on the class F notes addresses ultimate payment of interest, we do not consider the tranche to be in default. However, the deferral of interest is diminishing the overcollateralization for the class. If this continues, the issuer will not have enough funds to repay the class F notes in full together with the deferred interest, even if the remaining loans repay in full." Transaction overview Dutch Property Finance 2022-CMBS1 is a true sale transaction. At closing, the issuer used the issuance amount to purchase a portfolio of 65 commercial mortgage loans and to fund a committed reserve account. The portfolio initially comprised 65 small commercial real estate loans originated by RNHB B.V. (the seller) and Stichting PVF Zakelijke Hypothekenfonds. The loans were secured on over 330 commercial properties in the Netherlands. Many of the loans are cross collateralized and cross defaulted. Therefore, the transaction was ultimately backed by 19 distinct borrower groups at closing. At the July 2025 interest payment date (IPD), the securitized loan balance was down to EUR19.33 million from EUR232 million at closing. Only two borrower groups remain, all others having fully repaid. Most of the outstanding loans pay a fixed interest rate, while the notes pay a floating rate based on three-month Euro Interbank Offered Rate (EURIBOR). The arranger split each loan's fixed rate into a hedging rate and a margin. The hedging rate was then swapped for three-month EURIBOR with a swap counterparty. The swap notional is declining in line with the loans' amortization profile. The legal final maturity is April 28, 2050. Borrower group performance and credit evaluation Table 1 Borrower Group 6024241 Property Current Market Contractual S&P Asset Income ID market valuation annual Global quality Stability valuation at closing rental Ratings score score (EUR) (EUR) income cap (EUR) rate (%) 218264 2,410,000 2,410,000 118,800 5.75 4 3.5 224427 8,000,000 8,540,000 294,410 5.75 4 3.5 226144 1,350,000 1,350,000 75,538 5.75 4 3.5 237406 1,630,000 1,630,000 77,225 5.75 4 3.5 239824 1,000,000 1,000,000 57,204 7.50 3.5 3 275848 1,540,000 1,540,000 91,661 7.50 3.5 3 276026 1,960,000 1,960,000 126,667 5.75 4 3.5 276372 1,310,000 1,310,000 75,293 5.75 4 3.5 277192 680,000 680,000 32,126 5.75 4 3.5 Total 5.97 3.9 3.4 Borrower group 6024241 comprises properties in Amsterdam's city center, all but two of which are buildings in pedestrian zones along the canals. Property income is mainly derived from ground-floor retail space. Given their desirable and irreplaceable locations, S&P classifies those buildings as category 1, per its criteria. The borrower has sold almost half the collateral assets since closing (by market value). S&P said, "Our net cash flow (NCF) per square meter is slightly higher than at closing, reflecting rent increases and other factors. Market value per sq m has also increased since closing. Our weighted-average cap rate and value haircut have declined following asset sales. The lower value haircut also reflects the lack of new valuations and our CMBS methodology (we no longer deduct 5% for purchase costs)." Table 2 Key assumptions--Borrower group 6024241 Closing Current S&P Global Ratings NCF (EUR) 1,221,211 811,330 S&P Global Ratings cap rate (%) 6.78 5.97 S&P Global Ratings value (EUR) 17,115,665 13,581,947 Market value (EUR) 31,260,000 19,880,000 Value haircut (%) -45.2 -31.7 S&P Global Ratings LTV (%) 92.1 72 S&P Global Ratings NCF per sq m (EUR) 402 458 S&P Global Ratings value per sq m (EUR) 5,636 7,669 Market value per sq m (EUR) 10,293 11,225 NCF--Net cash flow. LTV--Loan to value. Table 3 Borrower group 7000075 Property ID Current market Market valuation Contractual valuation (EUR) at closing (EUR) annual rental income (EUR) 9000256 180,000 475,000 12,580 9000257 280,000 0.01 0 9000268 2,190,000 1,180,000 155,239 9000265 400,000 350,000 15,000 9000304 750,000 650,000 36,592 9000302 610,000 575,000 35,460 9000285 3,190,000 2,740,000 320,660 9000271 920,000 1,050,000 77,072 9000245 1,670,000 1,410,000 117,222 9000305 722,500 1,590,000 36,483 9000272 580,000 745,000 36,105 9000299 485,000 360,000 20,838 9002047 305,000 N/A 19,126 9002048 250,000 N/A 0 9000294 989,904 980,000 44,111 9000246 1,700,000 1,320,000 90,583 9000274 1,210,000 1,030,000 60,000 9000251 500,000 550,000 26,653 9000275 1,220,000 830,000 70,252 9000279 590,000 390,000 32,866 9000282 7,600,000 5,340,000 496,126 Location/type S&P Global Asset Income Ratings quality stability cap rate (%) score score Regional retail 8.50 2.5 2.5 Regional retail 8.50 2.5 2.5 Other major city 8.25 2.5 2.5 Other major city 6 3.5 3 Regional retail 8.50 2.5 2.5 Regional retail 8.50 2.5 2.5 Regional office 9.50 2 2.5 Other major city 6 4 3.5 Regional office 9.50 2 2.5 Other major city 7.75 4 3.5 Regional retail 8.50 2.5 2.5 Regional retail 8.50 2.5 2.5 Regional retail 8.50 2.5 2.5 Regional retail 8.50 2.5 2.5 Regional retail 8.50 2.5 2.5 Regional office 9.50 2 2.5 Regional retail 6.75 3 3 Amsterdam 5.75 4 3.5 Regional retail 8.50 2.5 2.5 Regional retail 8.50 2.5 2.5 Other major city 8.25 2.5 2.5 Total 8.38 2.5 2.6 Borrower group 7000075 is secured by a pool of retail and office properties, predominantly in secondary locations across the Netherlands. Two buildings are fully vacant but they do not account for a significant portion of the pool value. At closing, there were 49 properties, of which the borrower has since sold 30 and added two. The current property count is therefore 21 but the effective property count is only 8.05, because there are several small assets and one property accounts for 29% of the pool's market value. This property is a multi-let office building in Utrecht called the Savannah Tower. The property covers 3,700 sq m and is leased to 26 tenants. Since closing, S&P's value has dropped by approximately 41% while the market value has decreased by only 30% following asset sales. This is because our underwritten NCF has declined by 44%, while our cap rate is unchanged. Despite the increased value haircut (34% versus 22% at closing), its loan to value has decreased substantially, because the loan has amortized not only from asset sales but also due to scheduled amortization. Table 4 Key assumptions--Borrower group 7000075 Closing Current S&P Global Ratings NCF (EUR) 2,594,147 1,456,038 S&P Global Ratings cap rate (%) 8.41 8.38 S&P Global Ratings value (EUR) 29,298,954 17,379,937 Market value (EUR) 37,755,000 26,342,404 Value haircut (%) -22.4 -34 S&P Global Ratings LTV (%) 79.3 54.9 NCF--Net cash flow. LTV--Loan to value. Property and loan level adjustments Table 5 Recovery rate adjustments for asset and loan-level characteristics Borrower group 700075 Borrower group 6024241 Advance rate Advance rate adjustment (%) adjustment (%) Asset quality 2.5 -2.32 3.9 4.68 Income stability 2.6 -1.94 3.4 2.18 All-in leverage N/A 2.5 N/A 2.5 Additional/sub debt N/A N/A N/A N/A Asset diversity 0 N/A 0 N/A Amortization credit N/A 0.29 N/A 0.86 Qualitative adjustment N/A N/A N/A N/A N/A--Not applicable. Other analytical considerations S&P said, "As mentioned above, the swap notional is declining in line with the loans' amortization profile. The weighted-average swap rate is 0.27%, while our stressed EURIBOR is higher at 0.91%. Therefore, we have not calculated any swap break costs. "The transaction pays sequentially and is therefore exposed to margin compression, given that the notes' weighted-average margin increases as senior, lower-margin notes repay. However, there is no available funds cap in this transaction. Because of the significant paydown, the transaction has run out of excess cash and the class F notes have deferred interest over the last two IPDs. Given that our ratings on the class E and F notes do not address timely payment of interest, we have not taken any rating actions in response to this. "As of the July 2025 IPD, the class F notes have deferred interest of EUR51,960. We have added this amount to the class F notes' principal balance in our analysis. Deferred interest will be payable at legal final maturity or when the class F notes are repaid in full, whichever is earlier. The class F notes currently have a small amount of overcollateralization, because the combined debt amount from the loans (EUR19.33 million) exceeds the combined note balance after accounting for the deferred interest (EUR19.297 million). However, any further interest deferrals will likely lead to undercollateralization over the next one or two IPDs, and the issuer may ultimately become unable to pay the deferred interest at legal final maturity. "There is a risk that over subsequent IPDs, the class E notes will also start deferring interest. However, our rating on this tranche addresses ultimate rather than timely payment of interest. Any deferred interest would become due when the class E notes are repaid in full. In that case, the class E deferred interest would be repaid from funds otherwise due to the class F notes." Rating actions S&P said, "Our ratings in this transaction address the timely payment of interest on the class D notes and the ultimate payment of interest on the class E and F notes, payable annually. Our ratings also address the payment of principal no later than the legal final maturity date in 2050. "Given the increased available credit enhancement for the class D and E notes, together with our analysis of the remaining underlying assets' recovery values, we raised our ratings on these two classes of notes. "At the same time, we lowered our rating on the class F notes because we believe the issuer may become unable to pay the deferred interest over time. "We have resolved the UCO placements of all classes of notes." NORMEC 1 BV: EUR150MM Loan Add-on No Impact on Moody's 'B2' CFR --------------------------------------------------------------- Moody's Ratings commented that Normec 1 B.V.'s (Normec or the company) ratings, including its B2 long term corporate family rating, the B2-PD probability of default rating and the B2 instrument rating on the EUR135 million senior secured revolving credit facility (RCF) maturing in 2030 and the senior secured term loan B1 (TLB) maturing in 2031, and negative outlook are not affected by the raising of the proposed EUR150 million fungible add-on to the existing TLB. The senior secured TLB will be upsized to EUR915 million following the proposed add-on. The company will use the proposed EUR150 million add-on, together with a EUR155 million PIK instrument to be issued at a holding company (holdco) level and outside of the senior debt restricted group, to repay current drawings under the RCF (EUR41 million); to pay associated fees and expenses; and to increase its cash on balance to fund upcoming M&A transactions. "While the B2 CFR remains unchanged by the proposed transaction, the negative outlook still reflects the continuation by Normec of its very ambitious debt-funded M&A strategy as exemplified by the raising of the proposed TLB add-on" says Fernando Galeote, a Moody's Ratings Analyst and lead analyst for Normec. "This M&A strategy carries important acquisition costs (integration and restructuring), which are not added back to Moody's calculations of Moody's-adjusted EBITDA, and therefore impacts leverage which Moody's expects to remain well above the B2 threshold at around 8.0x at the end of 2025", adds Mr Galeote. While Moody's do not include the holdco PIK instrument into Moody's calculations of Normec's credit metrics Moody's considers this facility as an additional constraint on the company's CFR raising the risk that it may be refinanced with additional debt raised within the senior debt restricted group in the future. The negative outlook also continues to reflect Normec's elevated leverage and the uncertainties surrounding its ability to rapidly delever to levels more consistent with the B2 rating category, should the company continue to debt-fund its ambitious inorganic growth strategy. Moody's understands, there is committed capital raised by Astorg Asset Management S.à.r.l. (Astorg), to support the company's future external growth. As part of the recent acquisitions, the company is accessing the US market which expands the company's addressable market and improves the geographical diversification which also poses some integration and execution risks. Moody's base case scenario assumes that Normec revenue, pro forma for acquisitions, will increase by close to 30% in 2025 to around EUR780 million (from EUR600 million pro forma in 2024, out of which 5% is organic) and by close to 20% in 2026 to around EUR910 million (assuming 6% organic growth). Moody's forecasts Moody's-adjusted pro forma EBITDA to increase to around EUR130 million in 2025 (from EUR108 million pro forma in 2024), and to close to EUR170 million in 2026, supported by gradual increase in profitability for recently acquired businesses closer to Normec's average, more profitable businesses acquired in 2025 and company's investments in commercial and management teams during 2025. Moody's thus forecast pro forma Moody's-adjusted gross debt/ EBITDA to increase slightly to 8.0x in 2025 (from 7.8x pro forma in 2024) before experiencing de-leveraging from this elevated level in 2026 assuming a slower pace of debt-funded M&A. However the pace of M&A as well as its funding, including potential equity contributions from Astorg, remains uncertain at this stage. Moody's expects FCF to be slightly negative in 2025 and to improve to around break-even levels in the next 12-18 months. At the same time, Moody's takes comfort with the fact that operating underlying performance has been strong in recent years, with around 7% organic revenue growth in 2024, and expectations for mid-to high single digit organic revenue growth in the next 12-18 months. Additionally, the B2 CFR is still supported by the company's (1) leading market position in niche and defensive segments (foodcare, life safety, sustainability, and healthcare) of the testing, inspection, certification, and compliance (TICC) services market which present positive long-term growth prospects; (2) comprehensive and diversified services supported by high barriers to entry due to complexity of the accreditation process and the scarcity of qualified technicians; (3) diversified and stable customer base with low mid-single digit churn rate supported by high switching costs; (4) track record of organic growth complemented by multiple acquisitions; (5) solid margins; and (6) the fact that stricter regulations, higher global trade volumes, and consumer scrutiny create additional demand for Normec's services. Additionally, the rating remains constrained by the company's (1) relatively small size compared to other rated peers, albeit a fast-growing trajectory achieved through organic growth and a series of accretive bolt-on acquisitions; (2) exposure to the relatively mature foodcare and life safety segments; and (3) elevated leverage and low interest coverage which positions the rating very weakly in the rating category; (4) exposure to execution and integration risk linked to acquisition of underperforming businesses with high margin potential. LIQUIDITY Normec has an adequate liquidity profile, with EUR81 million available cash on balance sheet as of June 30, 2025. In addition, the company has access to a EUR135 million senior secured revolving credit facility, which will be fully undrawn after the proposed transaction. Pro forma for the transaction the company's cash will increase to EUR62 million (before transaction costs) given the additional cash raised will be used to fund upcoming M&A. The senior secured revolving credit facility has a springing covenant set at 9.0x senior secured net leverage, tested only when the RCF is drawn at more than 40%. Normec does not have any significant debt maturity until 2031 when the TLB is due. STRUCTURAL CONSIDERATIONS The B2 instrument ratings of the EUR915 million TLB (pro forma for the EUR150 million senior secured TLB add-on) and EUR135 million senior secured revolving credit facility are aligned with Normec's B2 CFR. The company's PDR of B2-PD is also in line with the CFR and reflects the use of a 50% family recovery rate, considering the capital structure composed of senior secured bank debt only with springing financial maintenance covenants. The B2 instrument ratings of the TLB and RCF reflect their pari passu ranking. The facilities benefit from guarantees representing at least 80% of consolidated EBITDA generated in Belgium, the Netherlands, UK and Germany, and from a weak security package composed mainly of share pledges which position them alongside unsecured non-debt liabilities at operating companies. RATING OUTLOOK The negative outlook reflects the weak positioning of Normec within the rating category mainly due to its elevated leverage with uncertainty regarding the pace of de-leveraging due to its ambitious mostly debt-funded M&A strategy and potential equity contributions from Astorg to support acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upgrade rating pressure could develop if (1) Moody's-adjusted debt/EBITDA improves below 5.0x on a sustained basis, (2) Moody's-adjusted free cash flow/debt improves to mid-single digit rates on a sustained basis, (3) Moody's-adjusted EBITA/interest expense increases towards 2.0x, and (4) the company maintains a good liquidity. Downward rating pressure could develop if (1) Moody's adjusted leverage remains well above 6.0x on a sustained basis, (2) Moody's-adjusted free cash flow/debt remains close to break even or negative on a sustained basis, (3) Moody's-adjusted EBITA/interest expense declines below 1.5x, or (4) liquidity weakens. Negative rating pressure could also arise in the event of significant debt-funded acquisitions, in case of difficulties in integrating bolt-on acquisitions, or increased likelihood of raising of debt to refinance the Holdco PIK facility. COMPANY PROFILE Normec is an independent provider of TICC services in the foodcare, life safety, sustainability, and healthcare business units focused on six geographies, including Belgium, the Netherlands, Germany, the UK, France, and Switzerland. Headquartered in Utrecht, Netherlands, the company operates more than 35 laboratories and 80 offices with around 4,000 employees. In 2024, Normec reported EUR600 million in pro forma revenue and EUR141 million pro forma company-adjusted EBITDA. Since June 2020, the company is majority-controlled by funds managed by Astorg with an 92% shareholding in the company alongside management. PEER HOLDING III: Moody's Rates New EUR1.5BB Secured Term Loan Ba1 ------------------------------------------------------------------ Moody's Ratings has assigned a Ba1 rating to Dutch retailer Peer Holding III B.V.'s (Action or the company) proposed EUR1.5 billion equivalent new 7-year backed senior secured term loan B (TLB). Action's Ba1 corporate family rating, Ba1 senior secured revolving credit facility rating, Ba1 ratings on the existing USD and EUR backed senior secured term loans, and Ba1-PD probability of default rating remain unchanged. The outlook is stable. Action intends to borrow EUR1.5 billion equivalent (in both USD and EUR) under its existing credit facilities agreement. The proceeds will be used to fund a financing-related distribution to shareholders and/or share buybacks and pay the related transaction fees. The transaction represents the ninth dividend recapitalisation since the company was acquired by 3i Group plc (3i, A3 stable) and funds managed/advised by 3i in 2011. "While the proposed transaction will translate into increased leverage, this is well mitigated by the company's very strong operating performance, which is expected to continue and translate into significant develeraging and maintenance of solid credit metrics in the next 12-18 months" says Guillaume Leglise, a Moody's Ratings Vice President-Senior Analyst and lead analyst for Action. "Moody's rating incorporates the company's excellent track record of growth and strong cash flows" adds Mr. Leglise. RATINGS RATIONALE The proposed transaction will initially increase Action's Moody's-adjusted gross leverage to around 3.6x from an estimated 3.0x as of the end of June 2025. However the debt increase is largely mitigated by the company's strong business model which enables the company to report superior industry growth, solid earnings growth and healthy cash generation. Action has again recorded strong growth so far this year despite sluggish macroeconomic conditions in Europe, with sales up 8.1% (6.8% on a like-for-like basis) during the first six months of the year and EBITDA of c. EUR2.2 billion in the last 12 months to June 29, 2025 (+24.7% compared to the same period in 2024). Moody's expects that Action's leverage (Moody's-adjusted) will trend below 3.0x over the next 12-18 months, driven by continued positive customer demand for the company's value proposition across all geographies and continued store expansion (358 stores added in the last 12 months to June 2025). Action's Ba1 CFR reflects the company's (i) outstanding track record of sales and earnings growth in the last decade, supported by a well-executed store roll-out strategy; (ii) established position in several European markets, such as France, Benelux, Germany, Poland, Italy, Austria, Czechia and Spain; (iii) increasing geographical diversification, with a growing presence in Slovakia, Portugal and Switzerland; (iv) successful business model, which supports strong like-for-like (LFL) sales and earnings growth, and the high returns on investment associated with its new store openings; (v) strong operational cash flow generation and good liquidity; and (vi) the positive trading momentum experienced by the company, whose focus on delivering outstanding value for money resonates well with customers, especially in the current context of weak macroeconomic fundamentals in Europe. The Ba1 rating also reflects (i) Action's appetite for shareholder distributions, which can result in temporary periods of higher leverage; (ii) exposure to the competitive and fragmented discount retail segment; and (iii) the sizeable number of new store openings, leading to execution risk in terms of site selection and logistics risks. The stable outlook factors in Moody's expectations that Action's product offering and value proposition will continue to appeal to consumers, helping sustain the company's long track record of strong financial performance. It also assumes that the company will maintain good cash flow generation, strong liquidity, and will maintain a prudent financial policy. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade will be contingent on a continued good execution of the company's store roll out strategy. Moody's would expect the company to continue its solid organic growth performance while maintaining stable or growing margins. An upgrade would also require a track record of operating with a clearly articulated prudent financial policy and a strong liquidity buffer. Quantitatively, Moody's could upgrade the rating if in these circumstances the company's Moody's-adjusted debt/EBITDA were to be sustained below 2.5x and interest coverage (Moody's-adjusted EBITDA minus capex to interest expense) were to be sustainably above 5.0x. An upgrade to Baa3 would also require Action's capital structure to evolve toward a typical investment-grade financing structure, with a preponderance of unsecured and unguaranteed debt at the Holdco level (Peer Holding III B.V.). Moody's could downgrade the rating if Action is unable to maintain good liquidity or if its operating performance deteriorates materially (because of negative LFL sales growth or a material decrease in profit margins). Moody's could also downgrade the rating if Action's financial policy becomes more aggressive, such that its Moody's-adjusted (gross) debt/EBITDA were to remain sustainably above 3.5x or interest coverage (Moody's-adjusted EBITDA minus capex to interest expense) were to approach 4.0x. The principal methodology used in these ratings was Retail and Apparel published in September 2025. COMPANY PROFILE Peer Holding III B.V. (Action), established in the Netherlands in 1993, is a non-food discount retailer with revenues of around EUR13.8 billion and operating EBITDA of EUR2.1 billion (company adjusted, before IFRS 16) in 2024. As of June 2025, Action operated 3,043 stores. The company's wide product range includes branded and private-label everyday items such as housekeeping and cleaning products; personal care products; and more infrequently purchased items such as office supplies, toys, clothing, multimedia and raw materials for DIY, among others. The company facilitates a treasure-hunt type of shopping experience by offering 150-200 new products per week. 3i Group plc (A3 stable) and funds managed/advised by 3i are the majority shareholders of Action since 2011. ========= S P A I N ========= ROMANSUR INVESTMENTS: Fitch Assigns 'B(EXP)' IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned Romansur Investments SL (Donte) an expected Long-Term Issuer Default Rating (IDR) of 'B(EXP)' with a Stable Outlook. Fitch has also assigned an expected senior secured rating of 'B+(EXP)' to its proposed EUR520 million term loan B (TLB), with a Recovery Rating of 'RR3'. The ratings are subject to the completion of the TLB issue, repayment of existing debt, and the group establishing a capital structure in line with the information provided. Donte's ratings are constrained by its small scale and weak diversification and high, but decreasing, leverage. Rating strengths are a leading position in the Spanish dental care market, robust EBITDA margins and sound free cash flow (FCF) generation. The Stable Outlook reflects its expectation that business growth will sustain continued solid profitability and steady deleveraging to or below 5.0x by 2028. Key Rating Drivers Defensive Business Profile; Limited Scale: The 'B(EXP)' rating reflects Donte's position as Spain's largest private dental care provider. Its strategy emphasises economies of scale and standardised clinical and operating practices to enhance brand recognition and lift practice-level profitability. This helps to mitigate rating constraints from the group's modest scale and limited geographic diversification, given its sole focus on Spain's highly fragmented market. Steady Organic Growth; Inorganic Upside: Fitch expects low single-digit organic revenue growth through 2028, underpinned by rising penetration of dental services and increasing demand for more complex treatments, which are supported by Donte's strong customer service offering, including financing of treatments. Fitch considers Donte to have sufficient financial flexibility to pursue bolt-on acquisitions that consolidate its market position, broaden its footprint and increase scale, which would be positive for the rating, provided leverage remains stable. Deleveraging Capacity: Fitch expects EBITDAR leverage to be 5.8x after the TLB issue, before trending below 5.0x by 2028 on EBITDA growth as operations are consolidated across multiple brands, improving rating headroom. EBITDAR fixed-charge coverage of 2.0x-2.2x in its rating case is comfortable for the rating. Stable Regulation, Private Pay Focus: Fitch views Donte's regulatory environment as stable, supported by an almost fully private, out-of-pocket payment funding model for dental care in Spain. This could expose the market to consumer spending volatility, although growth has remained resilient due to increased awareness of dental care, and necessary treatments are typically delayed rather than cancelled. Fitch considers Donte has the capacity to optimise price plans and create retail and customer relationship manager frameworks through its customer financing, which will help cement lasting relationships and support profitability over the long term. Flexible Cost Structure; Margin Expansion: Fitch forecasts EBITDA margins above 21% through 2028, up from 17% in 2024, driven by operating leverage, a favourable product mix and a flexible cost base. Ongoing clinic performance improvement, including the MAEX and Moonz brands ramp-up, will be partly offset by the integration of newly acquired and newly opened clinics. Donte's flexible lease contract terms allowed it to reduce rental payments during stress periods like Covid-19 and allow for swift relocation. Positive FCF Drives M&A Strategy: Fitch expects Donte to generate positive FCF margins in the mid-to-high single digits, driven by modest working capital inflows and low capital intensity. Its rating case assumes the group will spend EUR120 million to acquire other smaller dental practices in Spain between 2025 and 2028, fully funded by internal cash generation. Fitch expects Donten to maintain strong discipline in asset selection and valuations under its 'buy-and-build' strategy, supporting deleveraging. Peer Analysis EMEA-based peers rated within the 'B' category tend to be constrained by weak credit metrics, with EBITDAR leverage averaging 6.0x-7.0x and tight EBITDAR fixed-charge cover metrics at about 1.5x-2.0x. Their highly leveraged balance sheets often reflect aggressive financial policies focused on debt-funded acquisitions, as their strategies often involve consolidation of fragmented care markets and generating benefits from scale and standardised management structures, given the limited room for maximising organic returns. Fitch rates Donte at the same level as Swiss dental operator Colosseum Dental Finance BV (B/Stable), veterinary operator IVC Acquisition Midco Ltd (B/Stable), fertility clinic operator Inception Holdco S.a.r.l. (B/Stable), French hospital operator Almaviva Developpement (B/Stable), and Finnish social care and private healthcare provider Mehilainen Yhtyma Oy (B/Stable). Fitch rates it one notch below German hospital operator Schoen Klinik SE (B+/Stable) and one notch higher than Median B.V. (B-/Positive), a pan-European healthcare operator. Fitch compares Donte with diagnostic lab-testing companies, including Ephios Subco 3 S.a.r.l. (Synlab, B/Stable), Inovie Group (B/Stable) and Laboratoire Eimer Selas (B/Stable). Lab-testing companies tolerate high leverage relative to their ratings due to strong operating and cash flow margins, combined with non-cyclical revenue, high visibility aided by sector regulation, large business scale and a wide geographic footprint. Key Assumptions Key Assumptions within its Rating Case for the Issuer - Organic sales growth in the low to mid-single digits in 2025-2028 - Fitch-estimated acquisitions of EUR22 million-23 million a year in 2025-2026, followed by EUR35 million-40 million annually in 2027-2028 - EBITDA margin slightly above 21.5% in 2025, up from 17% in 2024, on operating improvements, remaining at or above 21% to 2028 - Operating leases at 6.3% of sales in 2025, before gradually declining as operations expand. Fitch- adjusted lease debt metrics based on a 5.2x implied lease multiple in 2025-2028 - Capex at 6% of sales in 2025, gradually reducing to 4.4% by 2028 - No dividends until 2028 Recovery Analysis Fitch expects that Donte would most likely be sold or restructured as a going concern (GC) rather than liquidated in a bankruptcy. Fitch estimates a GC EBITDA at about EUR65 million after restructuring. The GC EBITDA assumed adverse regulatory changes, an inability to manage costs or retain dental practitioners, leading to deteriorating quality of care. Fitch applied a distressed enterprise value/EBITDA multiple of 6.0x, in line with most rated healthcare providers in EMEA, such as Colosseum, Inception Holdco, Almaviva and Median. After deducting 10% for administrative claims, the allocation of value in the liability waterfall results in a Recovery Rating of 'RR3' for the upcoming senior secured debt, comprising a EUR520 million TLB and a EUR100 million revolving credit facility. Fitch assumes the revolver to be fully drawn prior to distress. This indicates a 'B+' instrument rating, one notch above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 6.5x on a sustained t basis - EBITDAR fixed charge coverage consistently below 1.5x - Inability to contain costs due to underperformance, unsuccessful integration of new acquisitions, or adverse regulatory changes leading to EBITDA margin erosion towards 12% and FCF margins in the low-single digits Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade is dependent on the successful execution of the growth strategy, leading to increased scale and diversification, and resulting in: - EBITDA leverage sustainably below 5.0x - FCF margins in the high-single digits on a sustained basis Liquidity and Debt Structure Fitch expects Donte to have EUR35 million of unrestricted cash on its balance sheet by end-2025, after a successful refinancing (Fitch restricts EUR20 million for daily operations). Liquidity is strengthened by the full availability of its EUR100 million revolving credit facility and its expectation of positive FCF generation to 2028. The proposed EUR520 million TLB matures in 2032, which in its view, lowers refinancing risk as it extends the maturity of its debt structure by four years. Date of Relevant Committee 16-Sep-2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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 ----------- ------ -------- Romansur Investments SL LT IDR B(EXP) Expected Rating senior secured LT B+(EXP) Expected Rating RR3 VIA CELERE: Fitch Lowers LongTerm IDR to 'B+', Outlook Stable ------------------------------------------------------------- Fitch Ratings has downgraded Via Celere Desarrollos Inmobiliarios, S.A.U.'s Long-Term Issuer Default Rating (IDR) to 'B+' from 'BB-'. The Outlook remains Stable. Fitch has also assigned Via Celere a senior secured rating of 'BB-' with a Recovery Rating of 'RR3' and its planned EUR320 million senior secured notes issue an expected secured rating of 'BB-(EXP)'/'RR3'. The assignment of the final debt rating is contingent on the receipt of final documentation conforming to information already received. The notes proceeds will be used to fund Via Celere's EUR135 million dividend recap and repayment of EUR167 million bank debt, leading to an increase in net debt. Fitch expects net debt/EBITDA to rise above 3x, a level no longer commensurate with the previous 'BB-' rating, over the next 30 months. The extraordinary dividend will bring 2025's total shareholders distribution to EUR235 million. Operating performance remained solid in 8M25, with build-to-sell (BTS) activity supported by buoyant market demand. Key Rating Drivers Net Debt/EBITDA Increase: The distribution of an extraordinary dividend (EUR135 million) will increase net debt/EBITDA to around 3.5x (1H25: 1.9x), pro forma for the new secured bond. Fitch expects the company to operate at about that leverage over the next three years, due to lower output volumes partially offset by increased land sales. Fitch expects EBITDA margin to rise to about 30% in 2026-2028 (2024: 19%), supported by the monetisation of low-cost legacy land put into production. EBITDA net interest coverage should remain ample at above 4x over the next three years. Business Profile Remains Robust: Via Celere focuses on BTS projects in the mid-market residential segment in Spain's largest cities. Its vertically integrated model enables the company to oversee the full development cycle, from land acquisition to urban planning and project and construction management. At end-1H25, the owned land bank — excluding the build-to-rent (BTR) units already delivered to the JV — totalled the equivalent of 10,635 units, providing around seven years of production based on an annual capacity of 1,500 units. Fitch expects the land bank to reduce to between 8,000 and 10,000 units over the next 24 months, with lower BTS annual deliveries of about 1,000 units. BTR Portfolio Handed Over: In March 2023, Via Celere and Greystar Real Estate Partners formed a 45/55 joint venture to forward purchase a BTR portfolio comprising 1,910 units from Via Celere. During 2023, 1,030 units were delivered; a further 736 units were added in 2024; and the remaining 144 units were handed over in 1H25. The portfolio - which comprises assets located in high-demand areas in Spain - has been progressively let (80% leased to date), unlocking its reversionary potential. Fitch expects Via Celere to refrain from launching additional BTR projects until it completes the sale of its stake in the JV. Good Sales Visibility: The core BTS order book at end-1H25 was strong, comprising about 2,000 units. This provides clear visibility on planned deliveries to end-2027. These BTS pre-sale contracts totalled EUR551 million and according to management projections they should cover about 95% of expected 2025 BTS deliveries, 79% of 2026 and 32% of 2027. Via Celere has already procured 87% of developers' loans to support its construction plans for 2025, 2026 and for most of 2027. Contract cancellations by prospective homebuyers remain very limited. Pre-Sales Reduce Risks: Via Celere typically begins developments once project funding is procured, as financial institutions generally require 30%-50% pre-sales before providing tailored financing for each project (development loans). This requirement further incentivises Via Celere to pre-sell a portion of its new BTS developments. The non-refundable initial payment of 10%-15% of the unit price required at contract signing, alongside subsequent monthly instalments totalling a further 10%-15% until delivery, serves as a moderate deterrent to cancellation. Buoyant Housing Demand: Housing demand in Spain gained momentum in 2H24 through to 1H25, driven by declining interest rates and mortgage affordability, after a 10.2% volume decline in 2023. Transaction values have increased at about 7% year on year, supported by a moderate price appreciation reflecting a tight near-term supply. Fitch expects housing demand to remain high in 2025. Peer Analysis Via Celere offers modern apartments, which in 2024 had an average selling price (ASP) of EUR312,000, reflecting their prime locations in Madrid, Barcelona and Málaga. This ASP is lower than that of AEDAS Homes, S.A. (BB-/Rating Watch Negative) at EUR358,000 and similar to that of Neinor Homes, S.A. (B+/Rating Watch Negative). These Spanish homebuilders and The Berkeley Group Holdings plc (BBB-/Stable) typically offer city apartments. Berkeley maintains a higher ASP of GBP644,000, reflecting its focus on London-centric developments. UK-based peers Miller Homes Group (Finco) PLC (B+/Stable) and Maison Bidco Limited (trading as Keepmoat; BB-/Stable) primarily target affordable single-family homes in selected UK regions outside London. Spanish homebuilders' funding profiles share similarities to the UK homebuilders. UK and Spanish homebuilders have to fund land acquisition before marketing and development costs up until completion. Customer deposits are small (5% to 10% in the UK and up to 20% in Spain). UK homebuilders can reduce the upfront cost of land acquisition by using option rights. In Spain, land vendors may offer deferred payment terms, reducing the initial cash outflow for homebuilders. Spanish homebuilders usually start new developments once the project's funding is procured, with financial institutions usually requiring 30%-50% pre-sales before granting developers bespoke financing for each new development. Kaufman & Broad S.A. (BBB-/Stable) is one of France's largest homebuilders and has the best funding profile among its European rated peers. Its customers pay in staged instalments through the construction phase. The French homebuilder can acquire land after marketing and use option land, further benefiting its working capital. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Total land bank to decrease to 8,000-10,000 units equivalent over the next 24 months - About 1,000 units to be delivered annually during 2026-2027 - No new BTR portfolios over the next three years - Total cumulative dividends paid at EUR235 million in 2025 and 50% of total net income to 2028 Recovery Analysis Fitch uses a liquidation approach for homebuilders as potential buyers' primary focus would be valuable assets such as land and ongoing developments rather than keep the business as a going concern. Fitch's recovery analysis has assumed a fully drawn EUR60 million super-senior revolving credit facility (RCF) as first-lien secured debt and development and asset-level financing debt of EUR129 million (as at September 2025). These are typically secured against developments and land, and rank above the new senior secured notes. The EUR320 million senior secured notes have share pledges over two operating entities (Vía Célere Desarrollos Inmobiliarios, S.A.U. and Maywood Invest, S.L.U.) and intercompany receivables owed to the issuer and guarantors. About EUR167 million of the proceeds will be used to repay an existing bank loan, and the rest to fund the EUR135 million extraordinary dividend. Via Celere's key assets are its inventories (end-1H25: EUR715 million), which include its sites and land, construction work in progress and completed buildings. Its property assets were valued by Savills. Equity-accounted investees (45% JV in the BTR portfolio) were valued at EUR70.3 million at end-1H25. Fitch used an 80% advance rate for 1H25 accounts receivable, which were minimal, and a 50% advance rate for inventory. This results in 'RR2' for Via Celere's super-senior RCF and secured developer loans, and 'RR3' for the second-lien senior secured bond. Under Fitch's Recovery Ratings Criteria, this leads to a one-notch uplift above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Net debt/EBITDA above 4.0x - Negative free cash flow (FCF) over a sustained period Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Net debt/EBITDA below 3.0x - Reduced FCF volatility Liquidity and Debt Structure Via Celere's liquidity, pro forma for the EUR320 million secured notes issue, is ample. It comprises a new EUR60 million super-senior RCF maturing in September 2030 and around EUR88 million of surplus cash after the repayment of the existing bank debt (EUR167 million) and the distribution of a EUR135 million special dividend. This will leave the company with no corporate debt maturities until 2031, when the notes become due. At end-1H25 Via Celere had around EUR130 million of developer loans, typically used to fund new projects and repaid on their completion and sale. The new EUR320 million secured notes have debt incurrence covenants, including a minimum fixed charge cover at 2.0x for all debt. The additional test for incurring new secured debt is net secured debt/EBITDA below 2.0x.. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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 ----------- ------ -------- ----- Via Celere Desarrollos Inmobiliarios, S.A.U. LT IDR B+ Downgrade BB- senior secured LT BB- New Rating RR3 senior secured LT BB-(EXP) Expected Rating RR3 ===================== S W I T Z E R L A N D ===================== GENEURO SA: Restructuring Moratorium Pushed to January 2026 ----------------------------------------------------------- GeNeuro SA, a biopharmaceutical company developing new treatments for neurodegenerative and autoimmune diseases, announces that the Geneva Court of First Instance has, in a September 25, 2025, judgment, granted GeNeuro SA an extension of its definitive debt-restructuring moratorium until January 27, 2026, under the continued supervision of the court-appointed commissary. Definitive Debt-Restructuring Moratorium As previously announced, GeNeuro SA had obtained on May 26, 2025, a definitive debt-restructuring moratorium of four months, extendable, which aimed to allow GeNeuro SA to further its efforts to evaluate all available options, including recapitalization, advancing and/or monetizing its therapeutic assets in development, and negotiating agreements with its creditors. These efforts remain centered on maximizing value for all stakeholders and ensuring the Company's ability to continue its mission to develop innovative treatments targeting neurodegenerative and autoimmune diseases. The four-month extension of this definitive moratorium ensures that GeNeuro SA remains protected from creditor actions while it continues to develop and implement its restructuring strategy. Any significant developments will be communicated as appropriate. The Geneva Court of First Instance judgment will be published in the Feuille d'Avis Officielle du canton de Genève and the Feuille Officielle Suisse du Commerce. Operational and Financial Updates The Commissary has approved that GeNeuro SA engages into part-time fixed term contracts with Jesús Martin Garcia and Miguel Payro, the Company's Executive Chairman and former CFO, to continue the ongoing restructuring efforts in the interest of all stakeholders. As previously announced, the Company has decided to postpone the publication of its December 31, 2024 annual results and annual financial report in order to be able to take into account the financial impacts of the restructuring targeted by the Company as part of the granted debt-restructuring moratorium procedure. The Company will announce by press release the new date of their approval and publication. About the debt-restructuring moratorium Under Swiss law (the law applicable to GeNeuro SA), a debt moratorium, or stay of execution, is a preventive measure to bankruptcy proceedings. The purpose of this procedure is to enable a company in financial difficulty to restructure its debts with its creditors and find measures to improve its situation. The stay protects the Company from legal action by its creditors while it works with the "commissaire au sursis", an independent expert appointed by the judge to supervise the process, help draw up a draft composition agreement and validate possible recovery measures. This process may result in a recapitalization of the company, a restructuring of its debt or a sale of all or some of its assets, among other things, with the proviso that if this fails, the company may be forced into bankruptcy. The aim of this procedure is to reach an agreement that will enable the Company to continue its operations while satisfying its creditors. About GeNeuro GeNeuro's mission is to develop safe and effective treatments against neurological disorders and autoimmune diseases, such as multiple sclerosis, by neutralizing causal factors encoded by HERVs, which represent 8% of human DNA. GeNeuro is based in Geneva, Switzerland. =========== T U R K E Y =========== GOLDEN GLOBAL: Fitch Hikes LongTerm IDR to 'B-', Outlook Stable --------------------------------------------------------------- Fitch Ratings has upgraded Golden Global Yatirim Bankasi A.S.'s (GGB) Long-Term Issuer Default Ratings (IDRs) to 'B-' from 'CCC+' and Viability Rating (VR) to 'b-' from 'ccc+'. The Outlooks are Stable. The upgrades reflect a longer record of operations and maintaining adequate profitability and asset quality as the Turkish operating environment improves. The upgrade of GGB's National Long-Term Rating to 'BB-(tur)'/Stable from 'B+(tur)'/Stable follows the upgrade of the bank's Long-Term Local Currency (LTLC) IDR anchor rating. This reflects a strengthening in its LC creditworthiness relative to other Turkish issuers', following an improvement in the business profile and continuing internal capital generation. Key Rating Drivers Standalone Creditworthiness Drives Ratings: GGB's LT IDRs are driven by its standalone strength, as reflected by its VR. The VR reflects the bank's limited franchise and lack of competitive advantage despite a longer record of stable operations. It also reflects GGB's high concentration risks, volatile profitability, risks to capitalisation and concentrated short-term wholesale funding. Improving but Challenging Operating Environment: The normalisation of monetary policy in Turkiye has reduced near-term macro-financial stability risks and external financing pressures. However, recent political developments have increased financial market volatility, which, if sustained, could disrupt disinflation and economic rebalancing. Banks remain exposed to high inflation, potential further Turkish lira depreciation, slowing economic growth and multiple macroprudential regulations, despite simplification efforts. Small Investment Bank: GGB is a privately owned investment bank that operates in accordance with sharia principles. It has been developing its business model and building its franchise since it was set up in 2019. The bank has a small market share (end-1H25: 0.05% of sector assets; 0.8% of development and investment sector assets), which results in limited pricing power. Concentrated Financing Book: The financing book is highly concentrated by single obligor, reflecting the still small size of the bank's financing portfolio, which is represented by a small number of cash-financing and non-cash-financing clients. This is partially mitigated by the short tenor of its financing and its focus on lending to blue-chip Turkish corporates. Risks to Asset Quality: GGB has no impaired or restructured financing. However, high concentrations, exposures to SMEs and rapid financing growth (1H25: 26%; 2024: 130%), albeit from a small base, present asset-quality risks. The short-term average tenor of the financing book (121 days) mitigates some of these risks. Fitch expects limited deterioration in asset quality over the next 12 months. Profitability Normalising: The bank's operating profit weakened but remained high at 5.7% of risk-weighted assets (RWAs) at end-1H25 (end-2024: 7.7%; end-2023: 24%), largely driven by normalising net financing margins. Trading income also remained negative, having declined from the highs of 2023 due to fewer customer-driven transactions and lower swap costs. Fitch expects profitability to remain fairly stable, at around 4% of RWAs at end-2026. Risks to Capital: GGB's common equity Tier 1 ratio declined to 14.7% at end-1Q25 (13.5% net of forbearance) from 15.5% at end-2024, mainly driven by tightening of forbearance and growth. Fitch views the bank's capitalisation as weak, due to rapid growth - although from a small base - high concentration risk, sensitivity to lira depreciation (as 65% of assets are denominated in foreign currencies), and the small absolute size of the capital base. Fitch expects GGB's common equity Tier 1 ratio to be 14% at end-2026. Short-Term Wholesale Funding: The bank is entirely wholesale funded as it is an investment bank with no customer deposit licence. Funding is short term, concentrated and largely in foreign currencies, which exposes GGB to refinancing risks. However, the bank has been diversifying its funding through sukuk issuance, which accounted for around half of total funding at end-1H25. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The bank's Long-Term IDRs are mainly sensitive to a downgrade of the VR. The VR could be downgraded due to a weakening of its funding profile, given its exposure to refinancing risks. The VR could also be downgraded due to a sharp deterioration in the bank's capital ratios, for example due to a higher risk appetite or significant deterioration of asset quality and profitability. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A VR upgrade would require a material strengthening of the bank's franchise and funding profile, and a decline in concentration, while maintaining adequate asset quality and profitability metrics. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The bank's 'B' Short-Term IDRs are the only possible option for Long-Term IDRs in the 'B' rating category. The bank's National Long-Term Rating of 'BB-(tur)'/Stable reflects Fitch's view of the bank's creditworthiness in local currency relative to other Fitch-rated Turkish issuers'. GGB's Government Support Rating of 'no support' (ns) reflects Fitch's view that support from the Turkish authorities cannot be relied on, given the bank's small size and limited systemic importance. An upgrade of the Government Support Rating is unlikely given GGB's limited systemic importance and franchise. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes to the Long-Term IDRs. GGB's National Rating is sensitive to changes in the bank's creditworthiness relative to that of other rated Turkish issuers in LC. VR ADJUSTMENTS The operating-environment score of 'b+' for Turkish banks is below the 'bbb' category implied score due to the following adjustment reason: macroeconomic volatility (negative), which reflects market volatility, high dollarisation and high risk of FX movements in Turkiye. The asset quality score of 'b-' is below the implied 'bb' score due to the following adjustment reason: concentrations (negative). The earnings and profitability score of 'b-' is below the 'bb' implied score due to the following adjustment reason: earnings stability (negative). ESG Considerations GGB's ESG Relevance Score of '4' for Governance Structure reflects its Islamic banking nature, where its operations and activities need to comply with sharia principles and rules, which entails additional costs, processes, disclosures, regulations, reporting and sharia audit. This has a negative impact on its credit profile and is relevant to the ratings in conjunction with other factors. GGB has an ESG Relevance Score of '3' for Exposure to Social Impacts, above sector guidance for an ESG Relevance Score of '2' for comparable conventional banks, which reflects that Islamic banks have certain sharia limitations embedded in their operations and obligations, although this only has a minimal credit impact on Islamic banks. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Golden Global Yatirim Bankasi A.S. LT IDR B- Upgrade CCC+ ST IDR B Upgrade C LC LT IDR B- Upgrade CCC+ LC ST IDR B Upgrade C Natl LT BB-(tur) Upgrade B+(tur) Viability b- Upgrade ccc+ Government Support ns Affirmed ns =========================== U N I T E D K I N G D O M =========================== DEEPOCEAN LTD: Fitch Assigns 'B+' LongTerm IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has assigned DeepOcean Ltd a Long-Term Issuer Default Rating (IDR) of 'B+' with a Stable Outlook. Fitch has assigned an expected senior secured rating of 'BB-(EXP)' with a Recovery Rating of 'RR3' to the contemplated USD525 million senior secured notes. Proceeds will be used to repay all of DeepOcean's existing debt, to fund a USD370 million dividend, and to cover transaction-related costs. DeepOcean's IDR reflects its good market position in its key service lines, which are more stable than other oilfield services sub-sectors, long-term relationships and standing framework agreements with strong customers, and an asset-light business model with flexible costs. These factors are partially offset by small scale, low firm contractual backlog coverage of future revenues, and execution risk around bolt-on acquisitions, and no record under the new financial policy. The assignment of final ratings is contingent on receipt of final documentation conforming to documentation already received. Key Rating Drivers Resilient Demand in Core Services: DeepOcean derived 33% of its 2024 core revenue, excluding lease income, from inspection, repair, and maintenance (IRM) services, 17% from decommissioning-related activities, 11% from other ocean services, and 11% from survey and seabed intervention. Fitch expects IRM will contribute the majority of core revenues following successful geographic expansion and new frame agreements signed over the last two years. Fitch expects these service lines to have higher than average demand resilience through the cycle compared with most other oilfield services verticals as they relate to the opex portion of oil and gas assets' economic lifecycle and are more difficult for customers to defer without affecting regulatory compliance and asset uptime. The company's subsea construction services, accounting for around 28% of 2024 core revenue can be more volatile. Limited Contracted Revenues: DeepOcean's business model centres around frame agreements that establish commercial terms and conditions for future assignments but on average only require customers to commit to a minimal amount of spending each year. The backlog only covers 10-15% of subsequent years' revenues in any given year, with the remainder subject to optional assignments under the framework agreements and ad hoc projects. High Quality Customer Base: DeepOcean's customer base largely comprises well-capitalised investment grade oil & gas producers operating low breakeven portfolios. Fitch expects customers will remain prudent in managing costs when hydrocarbon prices are low, but the business-critical nature of IRM and regulation-driven decommissioning obligations help offset pressure on DeepOcean's revenues during downturns. Small Scale: DeepOcean's run-rate EBITDA of around USD185 million is substantially smaller than other oilfield service providers with similar ratings. This is offset by much more stable earnings that are significantly less exposed to more price-sensitive segments of upstream companies' investment budgets. Nonetheless, scale is a rating constraint, given its usual expectation of mid-cycle EBITDA around USD500 million for 'BB' rated issuers in the sector. Contract Risk Management Key: DeepOcean's ability to negotiate contracts so that the risk of loss is minimised will be key to its ability to maintain expected EBITDA generation. In 2023, the company incurred losses on certain contracts with an impact of USD23 million on Fitch-defined EBITDA. Management has responded by high-grading its risk management and Fitch does not expect such losses to reoccur, but maintaining a strong record of contract risk management will be key for the rating. Strong Recent Performance: DeepOcean generated record Fitch-adjusted EBITDA of USD127 million in 2024 compared with USD59 million in 2023 (USD82 million when excluding contract losses). This is driven by higher pricing on frame agreements in Norway and the UK and successful expansion in the US and Guyana. Fitch expects EBITDA will remain strong driven by organic growth and the acquisition of Shelf Subsea in 1H25, but the company will need to build a record of operating at higher earnings levels through the cycle. Dominant Position in Norway: DeepOcean is the supplier of choice for the largest producers in the Norwegian Continental Shelf, including Equinor ASA and Aker BP ASA (BBB/Stable) for IRM and related services. Norway accounts for around 50% of revenues and 72% of backlog and provides DeepOcean with a stable baseline of cash flows owing to strong regulations around decommissioning and IRM, and the low cost profile of oil & gas fields in the region, making upstream investment there less price sensitive. Flexible Cost Base: The company maintains an asset-light business model and most of its vessel fleet is procured through short- to medium-term charters arranged with staggered expiry dates with costs passed through to customers. This allows it to release vessels on relatively short notice, which alongside its ability to flex labour costs and the self-adjusting nature of direct project costs, helps maintain margins during periods of weaker activity. Manageable Leverage: Fitch expects DeepOcean's EBITDA gross leverage at end-2025 will be moderate at around 3x and decline to around 2.7x through 2029 based on stable debt and modest EBITDA growth enabled by bolt-on acquisitions. This is much higher than the historical capital structure, but consistently positive FCF generation and structurally higher earnings make this leverage manageable through the cycle. Evolving Financial Policy: DeepOcean has historically paid large shareholder distributions. Fitch understands from management and the company's sponsor that internally funded bolt-on acquisitions will take precedence over distributions, with company-defined net debt to EBITDA not to exceed 2.5x. Fitch views a record of adherence to this policy to be key for building headroom under the rating and supporting deleveraging on an EBITDA gross leverage basis. Peer Analysis Fitch rates DeepOcean one notch below Helix Energy Solutions Group, Inc. (BB-/Stable). The latter's revenue visibility is somewhat lower than DeepOcean's with its high exposure to decommissioning activities offset by a significant exposure to oil and gas production maximisation which is relatively more exposed to downturns in the oil and gas market. Helix is larger in terms of mid-cycle EBITDA and has lower EBITDA gross leverage at around under 1.5x through the cycle. Fitch rates Viridien SA (B/Stable) one notch below DeepOcean, as its seismic services are more exposed to upstream capex trends and result in materially lower revenue visibility and more volatile cash flows. This is offset by Viridien's higher profitability, larger scale with mid-cycle EBITDA over USD350 million. Fitch rates OEG Global Limited (B+/Stable) in-line with DeepOcean. OEG has a stronger firm backlog coverage of near-term revenues, but it is also somewhat more capital intensive and has substantially higher leverage. The two companies are of a similar scale in terms of EBITDA generation. Key Assumptions - Revenue growth of 23% in 2025, averaging 2.7% in 2026-2029 - EBITDA margins averaging 17.2% from 2025 through 2029 - Annual capex of USD30-35 million through 2029 - Bolt-on M&A of USD10 million a year in 2026-2028 - Dividends of USD445 million in 2025 (consisting of USD75 million common dividends in 1H25 and USD370 million special dividends), averaging USD54 million a year in 2026 through 2029 Recovery Analysis The recovery analysis assumes DeepOcean would be reorganized as a going concern (GC) in bankruptcy rather than liquidated. DeepOcean's GC EBITDA assumption reflects the non-cyclical nature of the business, representing a scenario of sustained lower oil & gas activity levels with lower tender volumes and customers significantly reducing /or deferring costs across the asset lifecycle. Its GC EBITDA excludes EBITDA associated with Shelf Subsea, which will not be a guarantor of the super senior revolving credit facility (RCF) or the senior secured notes until the USD24 million vendor loan is repaid in 2026. An enterprise value multiple of 4x is applied to GC EBITDA to calculate a post-reorganisation enterprise value that reflects the company's strong market position in a relatively non-cyclical segment of the oilfield services sector offset by small scale. The USD100 million RCF is assumed to be fully drawn. The RCF is super senior to the senior secured debt. After deducting 10% for administrative claims, Fitch's analysis resulted in a waterfall-generated recovery computation for the senior secured notes in the 'RR3' band, indicating an expected 'BB-(EXP)' rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage sustained over 3.5x - Failure to maintain mid-cycle EBITDA generation of over USD150 million - Fitch-defined EBITDA margin falling below 15% on a sustained basis - Evidence of an aggressive financial policy with excessive shareholder distributions or significant debt-funded M&A - Weakening liquidity position Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increase in scale with mid-cycle EBITDA approximating USD300 million with a commensurate increase in backlog, alongside EBITDA gross leverage below 2.5x on a sustained basis - Maintaining a strong liquidity position Liquidity and Debt Structure DeepOcean's pro forma liquidity is adequate with no significant maturities until 2030, an undrawn USD100 million RCF, cash balances in excess of operational needs, and positive FCF generation under its rating case. Issuer Profile DeepOcean is a Norway-based subsea contractor providing IRM, construction, survey, and recycling services to the offshore oil & gas and renewables sectors. The company is wholly owned by private equity sponsor Triton Partners. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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 ----------- ------ -------- DeepOcean Ltd LT IDR B+ New Rating senior secured LT BB-(EXP) Expected Rating RR3 DREAMZ ENTERTAINMENT: WSM Marks Bloom Named as Administrators ------------------------------------------------------------- Dreamz Entertainment Ltd was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-006431, and Adam Solomon Nakar and Richard Andrew Segal of WSM Marks Bloom LLP were appointed as administrators on Sept. 17, 2025. Dreamz Entertainment was into motion picture distribution. Its registered office is at Unit 2 Spinnaker Court, 1C Becketts Place, Hampton Wick, Kingston upon Thames KT1 4EQ (previously 9 Sussex Avenue, Isleworth, TW7 6LJ) Its principal trading address is at 9 Sussex Avenue, Isleworth, TW7 6LJ The joint administrators can be reached at: Adam Solomon Nakar WSM Marks Bloom LLP Unit 2 Spinnaker Court 1C Becketts Place, Hampton Wick Kingston upon Thames, KT1 4EQ For further details, contact: Louise Hodgson on 020 8939 8240 INEOS FINANCE: Fitch Assigns 'BB+(EXP)' Rating on Sr. Secured Notes ------------------------------------------------------------------- Fitch Ratings has assigned Ineos Finance plc's proposed senior secured notes due 2031 an expected senior secured rating of 'BB+(EXP)' with a Recovery Rating of 'RR2'. The notes will be guaranteed on a senior secured basis by INEOS Group Holdings S.A. (IGH, BB-/Negative) and other group entities representing more than 90% of consolidated EBITDA before exceptionals. The final rating is contingent on the receipt of final documents conforming to information already received. IGH's Long-Term Issuer Default Rating (IDR) reflects high EBITDA net leverage, expected at about 8x in 2025-2026, due to a weak chemical market and high capex for Project One (P1). The Negative Outlook reflects an uncertain recovery path, due to chemical oversupply, sluggish economic growth, trade tensions and execution risk related to P1. Rating strengths are its position as one of the world's largest petrochemical producers, strong market positions in Europe and North America, and robust cost positions of its assets. Key Rating Drivers Leverage Rises on Peak Capex: Fitch expects IGH's EBITDA to fall 20% in 2025, which, alongside high P1 capex, will raise EBITDA net leverage to about 8x. Fitch expects heightened trade tensions to constrain chemical demand in 2025-2026, keeping the market in oversupply. Fitch forecasts EBITDA net leverage to decrease towards 5x by 2028, due mainly to growing EBITDA contribution from P1 from 2027, and a gradual recovery of chemical margins as the industry rationalises capacity, and lower interest rates stimulate demand. However, the pace of recovery is uncertain due to possible capacity additions through 2028. Deleveraging in Focus: Fitch has not included any dividends or M&A for 2025-2029 as IGH focuses on P1 completion and restoring leverage closer to its 3x target. The group is cutting costs further, scaling back capex and shutting down certain assets. In June 2025 it announced its intention to close its phenol plant in Gladbeck by 2027. Digesting Past M&A: IGH has spent about EUR2.7 billion on assets in the US, France, Singapore and China in 2022-2024. The new consolidated assets will contribute to total EBITDA, but Fitch does not include dividends from its joint ventures (JV) with Sinopec due to uncertainty around their performance and leverage. The poor performance of SECCO - one of its JVs - has led IGH to prepay some of its acquisition debt. P1 Supports Cost Position: IGH is building a new ethane cracker plant in Belgium, with an annual capacity of 1.45 million tonnes (mt) a year, which will increase its ethylene backward integration in Europe. The group expects mechanical completion by end-2026 and a run-rate EBITDA contribution above EUR600 million. P1 will receive ethane feedstock from the US, resulting in a cost advantage over most EU naphtha crackers, similar to its existing cracker in Rafnes. P1's lower emissions will provide a further advantage over older assets in Europe with the expected phase-out of carbon free allowances. Scale and Cost Competitiveness: IGH's strengths include its large scale, as one of the largest chemical companies globally, with a chemical production capacity of 29.6 mt. Its assets are mainly located in Europe (56%) and North America (40%), where it has a robust cost position. Its US olefin assets are particularly strong, due to their size and access to competitively priced ethane and have been maintaining utilisation rates above the industry average. In Europe, IGH has a competitive advantage in its ethane cracker in Rafnes. Rated on Standalone Basis: IGH is the largest subsidiary of INEOS Limited, accounting for almost half its EBITDA. However, Fitch rates it on a standalone basis as it operates as a restricted group with no guarantees or cross-default provisions with INEOS Limited or other entities within the wider group. Corporate Governance: IGH's corporate governance limitations are a lack of independent directors, a three-person private shareholding structure, key-person risk at INEOS Limited and limited transparency on IGH's strategy on related-party transactions and dividends. These are incorporated into IGH's ratings and are mitigated by strong systemic governance in the countries in which INEOS Limited operates, its record of adherence to internal financial policies, historically manageable ordinary dividends, related-party transactions at arm's length, and solid financial reporting. No Related-Party Loan Repayment: In 2023, IGH made large loans of EUR1.1 billion to related parties maturing in 2028, but Fitch understands from management that repayment could be postponed. Therefore, Fitch assumes no repayment in 2025-2029. Peer Analysis Braskem S.A. (BB-/Rating Watch Negative) is an integrated producer of olefins and polymers with a strong market position in Americas, but large asset concentration in Brazil. Its scale is comparable to IGH, but its geographical diversification and cost position is weaker. Braskem's EBITDA net leverage rose to 11x in 2024. Synthos Spolka Akcyjna (BB/Negative) is much smaller and less diversified than IGH. This is offset by a more conservative balance sheet. Synthos's EBITDA net leverage is forecast lower than IGH's, at about 3x in 2025-2026. Nova Chemicals Corporation (BB-/Rating Watch Positive) is a North American integrated producer of olefins and polymers. It is smaller and less diversified than IGH but generates much stronger EBITDA margins in the 20% range. Fitch forecasts its EBITDA gross leverage to be lower than IGH's at about 5x in 2025-2026. The Rating Watch Positive reflects its expected acquisition by Borouge Group International. INEOS Quattro Holdings Limited (B+/Stable) has comparable global footprint and diversification to IGH. The rating difference is due to IGH's scale and stronger cost position, due to its ability to use ethane feedstocks at its US and Norway cracker, which provides a sustainable cost advantage in olefins and polymers. IGH's and Quattro's leverage are comparable, but Fitch believes IGH has stronger deleveraging prospects once P1 is completed. Key Assumptions - Revenue to grow on average 2% in 2025-2029, after growing 9% in 2024 - Fitch-defined EBITDA (assuming EUR230 million-250 million lease adjustment a year) to fall to EUR1.5 billion in 2025, before rising to EUR1.6 billion in 2026, EUR2 billion in 2027, EUR2.3 billion in 2028 and EUR2.4 billion in 2029 - Capex of EUR2.2 billion in 2025, EUR1.1 billion in 2026 and EUR0.7 billion a year in 2027-2029 - P1 completed in 2026 with EBITDA contribution from 2027 - No dividends in 2025-2029 - No dividends received from SECCO JV and Tianjin JV in 2025-2029 - No acquisitions in 2025-2029 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Persistent weak market conditions constraining EBITDA generation leading to EBITDA net leverage remaining above 5.5x in 2028 - A deterioration in liquidity - Significant deterioration in the business profile, such as cost position, scale, diversification or product leadership, or prolonged market pressure, translating into EBITDA margins well below 10% on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The Negative Outlook makes positive rating action unlikely in the short term but forecast EBITDA net leverage recovering sooner to below 5.5x versus Fitch's rating case would support a revision of the Outlook to Stable. - EBITDA net leverage at or under 4x through the cycle would be positive for the rating - Corporate-governance improvements, in particular, better transparency on decisions regarding dividends and related-party loans, and independent directors on the board Liquidity and Debt Structure Fitch assesses liquidity as sufficient to cover scheduled debt repayment until 2027, despite highly negative free cash flow in 2025 and 2026 as IGH completes P1. As of 30 June 2025, IGH had about EUR2 billion in cash and equivalents against current borrowings of EUR0.9 billion, mainly comprising the Rain facility (EUR0.6 billion) due in June 2026 and working-capital facilities (EUR0.3 billion). In addition, EUR1.1 billion remained available on the P1 facility to fund a large part of the remaining P1 capex. IGH continues to proactively refinance upcoming maturities. It raised about EUR1.4 billion in 1H25 to prepay the outstanding amounts of 2026 notes and the Gemini loan initially due in 2027. Next material maturities are the Rain facility in 2026 and the EUR375 million term loan due in 2027. In 2028, scheduled debt repayments will rise to above EUR2 billion, including the amortisation of the fully drawn P1 facility. Issuer Profile IGH is an intermediate holding company within INEOS Limited, one of the largest chemical companies in the world, operating in the commoditised petrochemical segment of olefins and polymers. Summary of Financial Adjustments - Interest on lease liabilities of EUR31 million and right-of-use asset depreciation of EUR205 million, reducing EBITDA by EUR235 million. Lease liabilities not included in financial debt - Cash used for collateral against bank guarantees and letters of credit totalling EUR136 million treated as restricted - Debt issue costs of EUR280 million added back to financial debt Date of Relevant Committee 12 September 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. ESG Considerations IGH has an ESG Relevance Score of '4' for Governance Structure, due to ownership concentration and a lack of board independence, in light of opportunistic decision-making despite weak chemical market conditions. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. IGH has an ESG Relevance Score of '4' for Group Structure, due to the complex group structure of the wider INEOS Limited group and of IGH, and related-party transactions. This has a negative impact on the credit profile and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery ----------- ------ -------- Ineos Finance plc senior secured LT BB+(EXP) Expected Rating RR2 KINGSTON MODULAR: Westgates Restructuring Named as Administrators ----------------------------------------------------------------- Kingston Modular Systems Limited was placed into administration proceedings in the High Court of Justice Business & Property Courts in Manchester Insolvency & Companies List (ChD), Court Number: CR-2025-1108, and Frazer Ulrick of Westgates Restructuring Limited was appointed as administrators on Sept. 5, 2025. Kingston Modular Systems engaged in the construction of commercial buildings. Its registered office and principal trading address is at 45b Stockholm Road, Hull, East Riding of Yorkshire, HU7 0XW. The administrators can be reached at: Frazer Ulrick Westgates Restructuring Limited Ferriby Hall, 2 High Street, North Ferriby East Riding of Yorkshire HU14 3JP For further details, contact: Frazer Ulrick Tel: 01482 427175 Alternative contact: Jenny Parker ODYSSEY FUNDING: Moody's Assigns B3 Rating to GBP4.1MM Cl. F Notes ------------------------------------------------------------------ Moody's Ratings has assigned definitive ratings to Notes issued by Odyssey Funding plc: GBP196.8M Class A Mortgage Backed Floating Rate Notes due March 2057, Definitive Rating Assigned Aaa (sf) GBP25.8M Class B Mortgage Backed Floating Rate Notes due March 2057, Definitive Rating Assigned Aaa (sf) GBP19.0M Class C Mortgage Backed Floating Rate Notes due March 2057, Definitive Rating Assigned Aa3 (sf) GBP10.9M Class D Mortgage Backed Floating Rate Notes due March 2057, Definitive Rating Assigned Baa2 (sf) GBP8.1M Class E Mortgage Backed Floating Rate Notes due March 2057, Definitive Rating Assigned Ba2 (sf) GBP4.1M Class F Mortgage Backed Floating Rate Notes due March 2057, Definitive Rating Assigned B3 (sf) GBP6.8M Class X Floating Rate Notes due March 2057, Definitive Rating Assigned B2 (sf) Moody's have not assigned a rating to GBP3.4M Class G Mortgage Backed Floating Rate Notes due March 2057 and to GBP3.4M Class H Mortgage Backed Floating Rate Notes due March 2057. RATINGS RATIONALE The Notes are backed by a static pool of UK non-conforming second-lien residential mortgage loans originated by Selina Finance Limited (NR). This transaction represents the first securitisation by the originator that is rated by us, and the first in the UK which includes Home Equity Line of Credit (HELOC) mortgage loans. Compared to the provisional structure, the final structure has a higher level of excess spread, driven primarily by lower final coupons. This is a credit positive change at closing versus that assessed for the provisional ratings, with the definitive ratings assigned to the Class B Notes, the Class D Notes, the Class E Notes and the Class F Notes higher than the provisional rating. Despite the higher level of excess spread, the Class X Notes' definitive rating is one notch lower than its provisional rating, driven primarily by its absolute increase in size. The portfolio of assets amounts to approximately GBP271.4 million as of July 31, 2025 pool cut-off date. 98.7% of the loans in the pool are second lien owner occupied loans. 29.7% of the pool are second lien HELOC loans. HELOC loans allow borrowers to draw down and repay a supplementary balance agreed at origination over the first 5 years of the loan's term. The transaction benefits from a liquidity reserve fund which is zero at closing and at any other time equal to 1.75% of the outstanding Class A and B Notes and is initially funded by principal proceeds. The liquidity reserve fund will be available to cover senior fees and costs, and Class A and B interest. After the liquidity reserve fund reaches its target, it will be replenished from the interest collections thereafter. The liquidity reserve fund will be released down the principal waterfall as Class A and Class B Notes are paid down, ultimately providing credit enhancement to the Class A to Class H Notes. The rating is primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. The transaction benefits from various credit strengths such as a granular portfolio, a moderate current loan-to-value (CLTV) ratio of 66.4%, 100% amortising loans, and an amortising liquidity reserve. However, Moody's notes that the transaction features some credit weaknesses, such as an unrated originator and servicer with limited track record, and the securitisation of HELOC mortgage loans for the first time in the UK, where the product lacks significant historical performance data. Various mitigants have been included in the transaction structure to mitigate the operational risk. The transaction will benefit from approximately 3.5 months of liquidity provided by the reserve fund once fully funded, while there is also a back-up servicer in place on day 1 (Lenvi Servicing Limited). The independent cash manager Citibank, N.A., London Branch (Aa3(cr)/P-1(cr)) can make payments to noteholders using estimated amounts in case the relevant information on cash balances is not available. HELOC loans are not an established product in the UK mortgage market, and thus have a limited performance track record. While there are mechanisms included in the transaction to fund future drawdown requests, the inclusion of such loans will introduce potential uncertainty to the transaction. It should be noted that any drawdown advance by the originator is ultimately discretionary. HELOC drawdown requests are eligible until June 2030. Moody's determined the portfolio lifetime expected loss of 5% and MILAN Stressed Loss of 20.4% related to borrower receivables. The expected loss captures Moody's expectations of performance considering the current economic outlook, while the MILAN Stressed Loss captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected loss and MILAN Stressed Loss are parameters used to calibrate Moody's lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate RMBS. Portfolio expected loss of 5%: This is broadly in line with other second-lien transactions and is based on Moody's assessments of the lifetime loss expectation for the pool taking into account: (i) limited HELOC loan performance data and track record in the UK; (ii) the current macroeconomic environment in the United Kingdom and the impact of future interest rate rises on the performance of the mortgage loans; and (iii) benchmarking with similar transactions in the UK non-conforming and second lien sector. MILAN stressed loss for this pool is 20.4%, which is higher than the UK non-conforming RMBS sector average and follows Moody's assessments of the loan-by-loan information, taking into account: (i) 98.7% of the pool is second lien, (ii) the originator, data quality and servicer assessment, (iii) and the exposure to borrowers with adverse credit (1.0% of borrowers are with CCJs) and (iv) the limited historical performance data. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Please see Residential Mortgage-Backed Securitizations methodology for further information on Moody's analysis at the initial rating assignment and the on-going surveillance in RMBS. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings of the notes include significantly better than expected performance of the pool together with an increase in credit enhancement of the rated Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of (a) servicing or cash management interruptions and (b) the risk of increased swap linkage due to a downgrade of a swap counterparty ratings; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. PAVILLION MORTGAGES 2024-1: Fitch Hikes Rating on F Notes to BB- ---------------------------------------------------------------- Fitch Ratings has upgraded Pavillion Mortgages 2024-1 PLC's class B, C, D, E and F notes. Fitch has removed all ratings from Under Criteria Observation. Entity/Debt Rating Prior ----------- ------ ----- Pavillion Mortgages 2024-1 PLC A XS2903327885 LT AAAsf Affirmed AAAsf B XS2903328263 LT AA+sf Upgrade AA-sf C XS2903337926 LT AA-sf Upgrade Asf D XS2903353709 LT Asf Upgrade BBBsf E XS2903375934 LT BBBsf Upgrade BBsf F XS2903389307 LT BB-sf Upgrade Bsf Transaction Summary Pavillion Mortgages 2024-1 PLC is a securitisation of UK prime owner-occupied mortgages originated by Barclays Bank UK Plc in the UK between 2013 and 2024. Barclays Bank UK Plc remains legal title holder and servicer of the assets. KEY RATING DRIVERS UK RMBS Rating Criteria Updated: The rating actions reflect its updated UK RMBS Rating Criteria (see Fitch Ratings Updates UK RMBS Rating Criteria, dated 23 May 2025). Key changes include updated representative pool weighted average foreclosure frequencies (WAFFs), changes to sector selection, revised recovery rate assumptions and changes to cashflow assumptions. Fitch now applies dynamic default distributions and high prepayment rate assumptions, rather than static assumptions. Credit Enhancement Build-up: All notes have benefited from a build-up in credit enhancement (CE), following a large proportion of the pool having prepaid since closing, due to the sequential amortisation of the notes and a non-amortising reserve fund. CE has increased to 27.9% for the class A from 21.6%, 18.7% for the class B from 14.6%, 12.7% for the class C from 10.1%, 8.5% for the class D from 6.8%, 4.8% for the class E from 4.1% and 2.9% for the class F from 2.6% since closing. These improvements are reflected in the upgrades to notes other than the class A. Late-Stage Arrears Loans: Fitch's analysis assumes that loans greater than nine months in arrears are defaulted for the purposes of its asset and cash flow modelling. This assumption differs from the 12-month threshold described in the criteria because the WA portfolio pay rate was just above 80% due to non-payers and vulnerable borrowers, based on data received at closing. This approach addresses yield compression risk from prolonged non-payment without repossession. Fitch has classified 9.6% of the pool as defaulted, with only principal recovery expected. This assumption replaces the one applied at closing, which models a percentage of the pool to be on a 0% fixed rate for the life of the transaction. Ratings Below Model-Implied Levels: Three-months-plus arrears of the portfolio had increased to 16.5% as of July 2025 compared with 15.3% at closing, although the number and the balance of loans in arrears have declined as the portfolio amortises. The ratings of the class B to F notes are constrained to one to two notches below their respective model-implied ratings. This reflects limited headroom at their model-implied ratings and the potential for deterioration in the performance of the collateral pool due to negative selection, factoring in the higher concentration of arrears and a possible rise in WAFF at subsequent model updates. High Concentration of FTBs: About 61.8% of the borrowers in the portfolio are first-time buyers (FTBs). Fitch considers that FTBs are more likely to suffer foreclosure than other borrowers and considers their concentration in this pool analytically significant. Fitch has applied an upward adjustment of 1.4x to the FF of 50% of the total pool, which consists of mortgage loans to FTBs originated in the last five years, in line with its criteria. Accessibility to affordable housing for FTBs is a factor affecting Fitch's ESG scores due to the impact on the FF. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce CE available to the notes. Unanticipated declines in recoveries could also result in lower net proceeds, which may make certain note ratings susceptible to negative rating actions, depending on the decline in recoveries. Fitch found that a decrease in the WAFF of 15% and an increase in the weighted average recovery rate (WARR) of 15% would lead to the following: Class A: 'AAAsf' Class B: 'AAsf' Class C: 'Asf' Class D: 'BBBsf' Class E: 'BB-sf' Class F: ' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing CE and, potentially, upgrades. Fitch found that a decrease in the WAFF of 15% and an increase in the WARR of 15% would lead to the following: Class A: 'AAAsf' Class B: 'AAAsf' Class C: 'AA+sf' Class D: 'AA+sf' Class E: 'A+sf' Class F: '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 has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information before the transaction closed 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 on for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Pavillion Mortgages 2024-1 PLC has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to the concentration of FTBs, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. PROJECT AURORA 1: Fitch Assigns 'B(EXP)' IDR, Outlook Positive -------------------------------------------------------------- Fitch Ratings has assigned Project Aurora Holdco 1 Limited, the funding vehicle for investment firm KKR's purchase of Spectris an expected Long-Term Issuer Default Rating (IDR) of 'B(EXP)'. The Outlook on the IDR is Positive. Fitch has also assigned an expected senior secured rating of 'B+(EXP)'/'RR3' to the issuer's GBP1,500 million equivalent, seven-year term loan B (TLB). The ratings reflect the high opening Fitch-calculated gross leverage of around 6x post-acquisition, the company's moderate size and position in its niche markets, high end-market and geographic diversification, strong operating profitability, and solid expected free cash flow (FCF) generation. Fitch expects the acquisition to be closed before end-1Q26. The Positive Outlook reflects its belief that the company is likely to deleverage over the coming 12-18 months through growth of its EBITDA. The assignment of final ratings is contingent on completion of the acquisition and financing in line with the terms already presented. Key Rating Drivers Clear Deleveraging Path: Fitch expects a material increase in EBITDA in 2025 to around GBP250 million (Fitch-calculated) from GBP224 million in 2024, with a further rise of around 10% in both 2026 and 2027. Assuming gross debt remains stable at GBP1.5 billion, Fitch expects this to result in gross leverage of around 5x by end-2027, from around 6x at end-2025, which would support an upgrade, provided that other key financial metrics and the overall business profile do not deteriorate. Strong Underlying Operating Earnings: Spectris has a track record of generating strong and consistent Fitch-calculated EBITDA margins of between 15% and 20% (2024: 17.3%), which have shown only moderate volatility over the past five years. Fitch expects the EBITDA margin to gradually improve to around 20% by 2028 as a result of cost-cutting initiatives, and a greater focus on higher-margin products and services that will drive revenue growth of low-to-mid single digits, improving capacity utilisation. Fitch does not assume M&A, but if this materialises, Fitch expects it to be funded from cash flow. Fitch views the company's exposure to new tariffs to be manageable within its assumptions. Positive FCF to Continue: Fitch expects FCF margins to be consistently positive in the future, reaching 2% in 2026 and rising to mid-single digits thereafter. Historical FCF margins have been volatile, and sometimes negative, chiefly as a result of large working capital swings. Its expectation is underpinned by the company's greater focus on working capital and thus lower related outflows, stable capex below 3% of revenue, and no dividends after 2025. Solid Product Profile with Niche Applications: Spectris displays a broad product range within niche precision measurement instrument segments with leading technologies and solutions, resulting in high barriers to entry and long-term customer relationships. The company's commitment to innovation is evident in its high R&D spend at around 8% of revenue, although the proportion is not unusual relative to its peers. It also benefits from a material portion (around 30%) of revenue being generated from more stable aftersales activities. Supportive Diversification: The company has a high level of end-customer diversification, with its largest segment - life sciences - representing less than 20% of total revenue. Most end-markets, such as semiconductors, machine manufacturing and aerospace and defence, show positive long-term structural growth dynamics. It has very low customer and supplier concentration, and broad geographical diversification. Peer Analysis Spectris operates in a wide range of markets that require specialty measurement instruments. Many of its peers, such as Revvity, Inc. (BBB/Stable), Agilent Technologies, Inc. (BBB+/Stable) and Thermo Fisher Scientific Inc. (A-/Stable), have higher operating margins and FCF profiles, primarily as a result of being chiefly exposed to the medical devices segment, whereas Spectris displays significantly broader end-customer diversification. The peers' ratings also reflect more conservative capital structures. Spectris displays broadly similar market position strengths, technological advantages and solid levels of diversification relative to other diversified industrial issuers in the 'B' category, such as Dynamo Midco B.V. (B/Positive), INNIO Group Holding GmbH (B+/Positive) and Flender International GmbH (B/Stable). Gross leverage levels are broadly similar between these issuers, although Spectris generates superior operating margins to Dynamo Midco and Flender. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer: - Revenue growth of around 11% in 2025, driven by the full-year contribution from 2024 acquisitions, then 3.8% CAGR in 2026-2029, supported by growth in end-markets and pricing strategies - EBITDA margin to remain flat in 2025 at around 17% before steadily increasing from 2026 due to a targeted pricing strategy and implementation of cost-savings initiatives, to around 20% in 2029 - Slight working capital inflow in 2025 before normalising in 2026-2029 to an outflow of around 1% of revenue - Annual capex of GBP42 million during 2025-2029 - No dividends or M&A activity in 2025-2029 Recovery Analysis - The recovery analysis assumes that Spectris would be considered a going concern (GC) in bankruptcy and reorganised rather than liquidated. - Fitch estimates the GC value available for creditor claims at about GBP1.1 billion, based on a GC EBITDA of GBP200 million. The GC EBITDA reflects increased competition and the postponed replacement cycle of Spectris's products used by its customers. The assumption also reflects corrective measures taken in the reorganisation to offset the adverse conditions that trigger default. - Fitch uses a 5.5x EBITDA enterprise value multiple to calculate a post-reorganisation valuation, which is comparable with multiples applied to some diversified industrials peers. This multiple reflects Spectris's leading positions in a niche market, strong diversification, long relationships with customers and solid margins. - Fitch assumes a 10% administrative claim. - Fitch estimates the total amount of senior debt for creditor claims at GBP1,800 million, which includes a GBP300 million senior secured revolving credit facility and GBP1,500 million or equivalent in TLBs. - These assumptions result in a recovery rate for the senior secured notes within the 'RR3' Recovery Rating and, thus, a debt rating that is one notch above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 6.0x - EBITDA interest coverage below 2.0x - Negative FCF margins - Failure to deliver EBITDA margin growth with strategic optimisation initiatives, and a structurally weaker business profile Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 5.0x - FCF margins consistently above 2% - Successful implementation of strategic optimisation initiatives that leads to EBITDA margin growth and a structurally stronger business profile Liquidity and Debt Structure Fitch expects Spectris to have a GBP100 million cash balance and a new, undrawn revolving credit facility of GBP300 million with a maturity of 6.5 years, which Fitch deems to provide sufficient liquidity, following the transaction. The positive FCF generation Fitch expects would provide an additional cushion to its liquidity position. The company will have debt equivalent to GBP1,500 million, consisting of a senior secured TLB denominated in euros and US dollars. The planned maturity of this facility is seven years. Issuer Profile Spectris is a global manufacturer of highly engineered precision measurement instruments and solutions, serving diverse and technically demanding end-markets. Date of Relevant Committee September 19, 2025 MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Macro and Sector Forecasts 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. 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 ----------- ------ -------- Project Aurora Holdco 1 Limited LT IDR B(EXP) Expected Rating Project Aurora US Finco LLC senior secured LT B+(EXP) Expected Rating RR3 S4 CAPITAL: Moody's Lowers CFR to B2 & Alters Outlook to Stable --------------------------------------------------------------- Moody's Ratings has downgraded S4 Capital PLC's (S4 Capital) long-term corporate family rating to B2 from B1 and the probability of default rating to B2-PD from B1-PD. Concurrently, Moody's downgraded to B2 from B1 the rating of the EUR375 million backed senior secured term loan B (TLB) issued by S4 Capital LUX Finance S.a r.l. and the GBP100 million backed senior secured revolving credit facility (RCF) issued by S4 Capital 2 Ltd. Together, the three issuers will be referred to collectively as S4 Capital Group. The outlook on all entities has been changed to stable. The rating action reflects: Declining revenue trajectory reflecting a pullback in tech clients' sales and marketing spending and continued client caution in an uncertain economic environment Sustained margin compression as a result of still high staff cost base despite disciplined cost control initiatives Weak credit metrics, however, positively, the company has a good liquidity position with GBP175 million cash and cash equivalents in the bank and no near term maturities RATINGS RATIONALE The ratings reflect the company's (1) position as a digital advertising pure-play with a full suite of marketing and technology services operating in a market where growth is tilted towards digital advertising (2) established client relationships and with some recent client wins such as General Motors Company (Baa2 stable), Amazon.com, Inc. (A1 positive), T-Mobile USA, Inc. (Baa2 positive), and a US-based FMCG company and (3) a growing degree of client and industry diversity. The ratings also reflect the company's (1) relatively modest size compared with peers (2) weakened revenue trajectory reflecting the cautious spending patterns of its clients, with lower pitches and lower conversion into client wins and (3) execution risks related to the implementation of its strategy to stem further client losses and grow and diversify its client base. Trading performance in the first half of 2025 was weak, reflecting overall cautious client advertising and marketing spending in an uncertain economic environment, and the pullback in spending by technology clients, which comprise S4 Capital's largest industry end market. S4 Capital's revenue declined by 11.9% like for like to GBP360.4 million in the first half of 2025. The company has guided to revenue growth in the second half of 2025 supported by the ramp-up of recent clients wins and the ability to stem further material client losses. Moody's projects Moody's adjusted debt to EBITDA of 5.4x in Moody's base case for 2025. However, Moody's recognizes substantial execution risks related to client onboarding, the delivery of marketing and technology services, cost alignment with a weakened revenue base, and the adoption of advanced technologies. Also the potential for a change in projected restructuring costs can move metrics significantly. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS Environmental and social attributes do not have a material credit impact on S4 Capital's current rating. Governance attributes are nevertheless significant highlighting the company's operational underperformance that has led to three profit warnings in 2023 and one in 2024. While the company has made a concerted effort in improving its operational controls, its revenue and margins still remain under considerable pressure. The governance score positively reflects the company's pause on its acquisitions which historically have been funded using 50% cash and 50% equity in the light of the decline in its share price and the pressure on the company's profitability. The company is committed to not exceeding absolute net debt (excl. leases) between GBP100 million and GBP140 million and a leverage target of company reported net debt of between 1.5x and 2.0x. However, the company needs to demonstrate a track record of solid execution towards its growth plan. The governance score also takes into account a certain degree of key-man risk because of its reliance on Sir Martin Sorrell. LIQUIDITY S4 Capital Group's liquidity is adequate, supported by GBP175.1 million in cash and cash equivalents as of June 2025, and access to a fully undrawn GBP100 million committed backed senior secured revolving credit facility (RCF). With no significant debt maturities before 2026, the company has limited near-term refinancing risk. The RCF is subject to a springing financial covenant. STRUCTURAL CONSIDERATIONS The PDR is aligned with the CFR, reflecting a 50% recovery assumption. The B2 rating on the TLB and the RCF is in line with the CFR. OUTLOOK The stable outlook reflects Moody's assumptions that the recent contract wins will translate into improved performance and that the company will be able to stem further material client losses. It also reflects the company's focus on operational cost cutting, its pause in acquisition activity and its efforts to preserve liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if the company (1) builds a track record of client wins pivoting the company towards a positive growth trajectory and diversifying its client base, supporting strong and sustained revenue and EBITDA growth that reflect effective execution of client wins and cost efficiencies; (2) and maintains a conservative financial policy such that Moody's-adjusted gross debt/EBITDA is maintained well below 4.5x together with positive free cash flow (FCF) generation. The ratings could be downgraded if the company fails to see a return to healthy organic revenue growth from the second half of 2025 onwards and/or is not able to preserve and improve its EBITDA margin; it materially loosens its financial policy or its Moody's-adjusted gross debt/EBITDA is sustained above 5.5x, or the company burns cash, with a material negative Moody's adjusted free cash flow. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE S4 Capital PLC, a digital and marketing services company, was formed in May 2018 by Sir Martin Sorrell. For the last six months ended June 30, 2025, the company's revenue was GBP360.4 million and its operational EBITDA (as calculated by S4 Capital) reached GBP20.8 million. ********* 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 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *