251002.mbx

251002.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 Thursday, October 2, 2025, Vol. 26, No. 197 Headlines F R A N C E ATHENA HOLDCO: S&P Rates EUR1.35BB Secured Term Loan Facility 3 'B' CHROME HOLDCO: S&P Affirms 'CCC+' ICR & Alters Outlook to Negative GRANITE FRANCE: S&P Affirms 'B-' ICR & Alters Outlook to Negative RENAULT SA: S&P Assigns BB+ Rating on Proposed EUR850MM Green Bonds G E O R G I A CARTU BANK: S&P Upgrades LT ICR to 'B+' on Improved Asset Quality G E R M A N Y IHO VERWALTUNGS: Moody's Affirms Ba2 CFR, Outlook Remains Negative SC GERMANY 2022-1: Moody's Cuts Rating on Class F Notes to Caa3 I C E L A N D KVIKA BANKI: Moody's Still Reviews (P)Ba1 Rating on Unsec. Notes I R E L A N D BECKETT MORTGAGES 2025-1: DBRS Gives Prov. BB(H) Rating on F Notes DUBLIN BAY 2018-MA1: Moody's Hikes Rating on Class E Notes to Ba3 FORTUNA CONSUMER 2022-1: DBRS Confirms CCC Rating on Class X Notes HAMBRIDGE EURO 1: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes OCP EURO 2025-14: S&P Assigns B-(sf) Rating on Class F Notes TORRES RESIDENTIAL: S&P Assigns B-(sf) Rating on Cl. D-Dfrd Notes I T A L Y BANCO BPM: DBRS Hikes Rating on Add'l. Tier 1 Instruments to 'BB' BENDING SPOONS: S&P Affirms 'B+' ICR Amid Vimeo Acquisition BRIGNOLE CQ 2024: DBRS Hikes Rating on Class X Notes to BB(high) FIBERCOP SPA: S&P Affirms 'BB+' LT ICR & Alters Outlook to Stable INFRASTRUTTURE WIRELESS: S&P Affirms 'BB+' Rating on Unsec. Notes INTESA SANPAOLO: DBRS Hikes Rating on Add'l. Tier 1 Debt to 'BB' SUNRISE 2024-2: DBRS Confirms BB(high) Rating on Class E Notes L U X E M B O U R G ARVOS HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Stable FORESEA HOLDING: S&P Affirms 'B' ICR & Alters Outlook to Positive N E T H E R L A N D S BOELS TOPHOLDING: S&P Affirms 'BB' ICR, Outlook Stable P O R T U G A L BANCO COMMERCIAL PORTUGUESE: DBRS Hikes AT1 Instruments to 'BB' S P A I N AUTONORIA SPAIN 2023: DBRS Confirms BB(high) Rating on F Notes BBVA CONSUMER 2024-1: DBRS Confirms B(low) Rating on D Notes SANTANDER CONSUMO 9: DBRS Gives Prov. B(low) Rating on E Notes SECUCOR FINANCE 2025-1: DBRS Gives Prov. B(low) Rating on E Notes U N I T E D K I N G D O M ALEXANDER AND JAMES: Opus Restructuring Named as Administrators ARRANPAUL AUDIO: Leonard Curtis Named as Administrators ARTEMIS ACQUISITIONS: S&P Affirms 'B' ICR, Outlook Stable ARTHUR MIDCO: Moody's Lowers CFR to Caa1, Outlook Remains Stable ASHLEY MANOR: Opus Restructuring Named as Administrators BAR 2080: Carter Clark Named as Administrators CLL SOLUTIONS: SPK Financial Named as Administrators COLSHAW CONSTRUCTION: Leonard Curtis Named as Administrators CORPORATE MODELLING: KRE Corporate Named as Administrators E.M.R. SEARCH: Begbies Traynor Named as Administrators ELSTREE 2025-2: DBRS Gives Prov. BB(high) Rating on 2 Classes FORTUNA CONSUMER 2024-2: DBRS Puts B Rating on F Notes on Review FRONTIER MORTGAGE 2025-1: S&P Assigns B(sf) Rating on Cl. F Notes FYLDE FUNDING 2025-1: Moody's Assigns (P)Ba1 Rating to Cl. E Notes HERA FINANCING 2024-1: DBRS Confirms BB Rating on Class F Notes JUBILEE PLACE 8: DBRS Gives Prov. BB(high) Rating on X2 Notes KANTAR GLOBAL: Moody's Lowers CFR to B3, Outlook Remains Stable LUDGATE FUNDING 2008-W1: S&P Affirms 'B-(sf)' Rating on E Notes MITCHELL GROUP: Exigen Group Named as Administrators THG OPERATIONS: Moody's Cuts CFR to B3, Outlook Remains Negative TOGETHER ASSET 14 2025-1ST1: S&P Assigns 'CCC' Rating on X2 Notes TOWER BRIDGE 2024-3: S&P Raises X-Dfrd Notes Rating to 'BB(sf)' TRAFFORD CENTRE: Moody's Hikes Rating on Class D1(N) Notes to Ba1 - - - - - =========== F R A N C E =========== ATHENA HOLDCO: S&P Rates EUR1.35BB Secured Term Loan Facility 3 'B' ------------------------------------------------------------------- S&P Global Ratings assigned its 'B' issue level rating to the EUR1.35 billion senior secured term loan facility 3 (TLB3) that France-based insurance broker Athena Holdco SAS (April) has issued through its subsidiary, Athena Bidco SAS. The '3' recovery rating on the TLB3 reflects its expectation of meaningful recovery (rounded estimate: 50%) in the event of a default. The new tranche is part of a repricing transaction that will result in a moderate reduction in April's interest expense. S&P said, "April's operating performance was broadly in line with our expectations in the first half of 2025. The company's net revenue increased by about 17%, including around 4% organic growth underpinned by motorcycle insurance and increasing demand from very small and midsize enterprises and corporate clients. Inorganic growth was mainly due to consolidation of DLPK (acquired in July 2024). Company-reported normative EBITDA also increased to EUR116 million in the first half of 2025 from EUR99 million in the first half of 2024, following the increase in revenue. As a result, apart from the interest savings of EUR6.75 million linked to the repricing, our base case remains broadly unchanged. We forecast that the company's S&P Global Ratings-adjusted debt to EBITDA will decline to about 7.x in 2025 and about 6.5x in 2026 from 7.6x in 2024. We also forecast that its free operating cash flow will increase to about EUR65 million in 2025 and about EUR110 million in 2026 from about EUR27 million in 2024, while maintaining the funds from operations cash interest coverage ratio of above 2x in 2025 and 2026. "We have been made aware of the existence of preference shares in April's capital structure, sitting at the topco level and comprising class 1 preference shares that are majority owned by the financial sponsors with minority ownership by management and other investors, and class 2 preference shares that are owned by financial sponsors. We exclude both classes of preference shares from our financial analysis because we think that they will act as loss-absorbing or cash-conserving capital in times of stress." Issue Ratings -- Recovery Analysis Key analytical factors -- The EUR1.35 billion TLB3 issued by Athena Bidco SAS is rated 'B' with a '3' recovery rating. Our ratings indicate meaningful recovery prospects (50%-70%, rounded estimate: 50%) in the event of default. -- S&P's valuation of the business as a going concern supports the recovery rating. This is based on the company's strong position as a wholesale insurance broker in France, the large-scale network of retail brokers, and the entrenched relationships with insurers. -- Even though the presence of pari passu debt facilities constrains the recovery rating, it benefits from a lack of significant priority ranking debt. S&P views the security package provided to senior secured lenders as weak because it includes only share pledges and intercompany loan receivables. -- S&P views the re-leveraging capacity permitted by the senior facility agreement as high: 7.5x total leverage (of which 5.0x secured) or 2.0x fixed-charge cover ratio plus the higher of EUR206 million or 100% of EBITDA. -- S&P's hypothetical default scenario assumes a material decline in brokerage commissions due to intense competition and unfavorable regulatory changes, combined with operational issues that deteriorate the group's reputation. This would result in a significant decline in EBITDA and cash flows, followed by an interest payment default on April's debt instruments. Simulated default assumptions -- Year of default: 2028 -- Jurisdiction: France (group 'A' jurisdiction ranking) Simplified waterfall -- Emergence EBITDA: EUR145 million -- Implied enterprise value multiple: 6.0x -- Gross enterprise value: EUR869 million -- Net recovery value for waterfall after administrative expenses (5%): EUR825 million -- Total senior secured debt: EUR1.573 billion --Recovery range: 50%-70% (rounded estimate of 50%) All debt amounts include six months of prepetition interest. The senior secured RCF is assumed to be 85% drawn at the time of default. CHROME HOLDCO: S&P Affirms 'CCC+' ICR & Alters Outlook to Negative ------------------------------------------------------------------ S&P Global Ratings revised its outlook on Chrome Holdco S.A.S., Cerba's parent, to negative from stable and affirmed its 'CCC+' issuer credit rating. S&P also affirmed its 'CCC+' issue rating on Chrome Bidco SAS' senior secured debt and its 'CCC-' issue rating on Chrome Holdco S.A.S' senior unsecured notes. The negative outlook reflects that S&P could downgrade Cerba if operating performance deteriorates beyond its base-case scenario, thereby increasing the risk of a liquidity shortfall or covenant breach that leads to debt restructuring over the next 12-18 months. Chrome HoldCo' operating performance has come under further pressure from weaker-than-expected demand for biomedical research testing, especially in the U.S., preventing Cerba from restoring profitability and cash flows after laboratory prices dropped post-COVID-19. After two years of negative free operating cash flow (FOCF) Cerba is fully utilizing its revolving credit facility (RCF), making it vulnerable to unexpected operating liquidity shortfalls. S&P anticipates ongoing volume and price uncertainty will continue causing fluctuations in Cerba's operating cash flow. This could require the company to seek additional external liquidity, even with cost-saving measures and recent improvements in its core businesses. S&P said, "The negative outlook reflects that we could downgrade Cerba if its operating performance deteriorates beyond our base-case scenario, further pressuring liquidity. If Cerba underperforms our base case in the next 12 months, its liquidity might encounter a shortfall due to negative cash flow generation, low cash levels, and its inability to use its RCF, which is fully drawn. Under our revised base case for full year 2025, we expect revenue to increase by about 0%-1% and forecast S&P Global Ratings-adjusted EBITDA to rise to about EUR390 million-EUR400 million from EUR342 million in 2024. Our revenue forecast incorporates organic volume growth notably in the routine and specialty segments that will fuel Cerba's top line, offsetting slower-than-expected recovery in the research segment, mostly due to the loss of a large U.S. contract. Higher EBITDA generation should stem from the cost-saving plan, which saved EUR37 million over the first half of 2025. In our view, Cerba's portfolio complexity will prevent the group from gaining a uniform benefit of recovery in revenues and EBITDA across all business segments, accounting for the volatility that we anticipate around our base case assumptions." Liquidity could face additional pressure in the next 12 months if further operational challenges arise that result in a liquidity shortfall. On August 29, and in line with its EUR1.875 billion term loan B (TLB) and EUR450 million RCF agreement, the company decided to shift interest payments from monthly to semi-annual, effective September 2025, gaining additional financial flexibility over the short term. As a result, the next payment on these facilities is now scheduled for February 2026. S&P said, "We believe Cerba can meet its looming high interest payments due on Nov. 30 (EUR720 million senior secured notes due May 2028 and EUR525 million senior unsecured notes due May 2029) and February 2026 (TLB and RCF), thanks to its current liquidity sources. An expected working capital reversal in the third and fourth quarters of 2025 should enable the company to replenish part of its RCF, bringing additional financial flexibility over the next 6-12 months compared to its very constrained cash position on June 30, 2025, when it was EUR48 million, which is slightly above the minimum required to run operations, while the EUR450 million RCF was fully drawn. We expect Cerba's cash position to remain tight over the next 12 months since FOCF after leases will likely remain materially negative before turning positive in 2027. However, we believe the company's ability to improve its cash flow profile before year-end 2025 remains dependent on strong operational performance in its routine and specialty division and a significant improvement in its research lab division. Without such performance, Cerba might require additional external liquidity to meet its immediate debt service needs." S&P said, "Despite the ongoing cost savings, we expect Cerba's credit metrics to remain weak in 2025 and 2026, leaving no more headroom for underperformance. The group posted a revenue decline of 5% over the first half of 2025 primarily due to tariff cuts in Europe (France, Italy, and Luxembourg) as well as the sale of its veterinary business. The group reported EBITDA declining by 5% despite ongoing cost savings and productivity gains. Under our revised base case for full year 2025, we expect revenue to increase by about 0%-1% and forecast S&P Global Ratings-adjusted EBITDA to rise to about EUR390 million-EUR400 million from EUR342 million in 2024. Our revenue forecast incorporates organic volume growth notably in the routine and specialty segments that will fuel Cerba's top line, offsetting slower-than-expected recovery in the research segment. EBITDA evolution reflects primarily volume and mix developments on the revenue side, as well as ongoing cost saving measures. "We continue to view Cerba's capital structure as unsustainable, with debt to EBITDA remaining above 10x. We estimate that adjusted debt to EBITDA will decrease toward 13.0x at year-end 2025 from 14.1x in 2024 and the fixed charge coverage ratio should increase above 1.0x over the next 12-18 months versus 0.9x at year end 2024. We forecast FOCF after leases to remain materially negative at minus EUR60 million-EUR70 million in 2025, and minus EUR36 million in 2026. On August 29, 2025, the group announced that it had hired financial advisors to establish a new business plan and start evaluating refinancing options for its debt maturing 2027, 2028, and 2029. "The negative outlook reflects our belief that Cerba's ongoing cash flow deficits, weakening liquidity, and lack of available RCF will weigh on its ability to meet its debt obligations over the next 12 months unless it significantly improves operations or secures additional sources of funding. "We project S&P Global Ratings-adjusted debt leverage will decrease toward 13.0x in 2025 from 14.1x in 2024, and expect FOCF after leases to remain negative at about EUR60 million-EUR70 million due to capital expenditure (capex) requirements and elevated interest payments. "We could lower the ratings in the next 12 months if Cerba's liquidity position weakens, for example, if it violates a financial covenant due to weaker-than-expected EBITDA generation or substantially negative FOCF. "We could also lower the ratings over the subsequent 6-12 months if we anticipate a distressed exchange, bankruptcy, or any other type of debt restructuring that we view as tantamount to default, or if an upcoming interest payment, contrary to our expectation, is not serviced. "We could revise the outlook to stable if Cerba's significantly turns around its operations and cost savings, such that it generates positive free cash flow over the next 12 months. This would reinforce the company's liquidity position, increase its financial covenant headroom, and enhance its financial flexibility." GRANITE FRANCE: S&P Affirms 'B-' ICR & Alters Outlook to Negative ----------------------------------------------------------------- S&P Global Ratings revised its outlook on Granite France Bidco SAS to negative from stable. At the same time, S&P affirmed its 'B-' long-term issuer credit rating on the company and its 'B-' issue rating on its term loan B. The negative outlook reflects S&P's expectation that leverage will peak at 12.5x and adjusted FOCF after leases remain negative in 2025, with uncertain deleveraging prospects thereafter due to a lack of visibility in challenging markets in France and Belgium. S&P said, "We expect continued political and economic uncertainty in France will translate into weaker revenue despite Inetum's geographic and segment diversification. We expect Inetum's revenue to decline organically by 4% in 2025, primarily due to ongoing economic challenges in France (37% of first-half 2025 group revenue) and Belgium (12%). These challenges will significantly affect professional services (18% of group revenue) within the technologies division, which accounts for approximately two-thirds of the group. Diversification into faster-growing markets such as Spain (34% of group revenue) and Inetum's strategic focus on its solutions division (33% of revenue) will only partially offset these challenges, in our view. We also assume uncertain and challenging market conditions will prevail in France through 2026 and anticipate a further annual revenue decline of 3%." Eroding top-line, although partially mitigated by workforce reduction and decreasing restructuring expense, increasingly weighs on the company's profitability and leverage. S&P said, "We anticipate that Inetum's S&P Global Ratings-adjusted EBITDA margin will decline to 5.2% in 2025 from 6.6% in 2024 because of forecast revenue contraction and the sale of the company's legacy and more profitable software division, Publica (representing 6% of 2024 revenue). This is only partly offset by our expectations that restructuring expense related to the company's strategic transformation, initiated in 2022, will gradually decrease to EUR49 million in 2025 and EUR40 million in 2026 from EUR76 million in 2024. Finally, Inetum's headcount, including subcontractors, decreased by 7% year-on-year as of June 2025, which we think will partly mitigate margin decline in 2025 and support a modest S&P Global Ratings-adjusted EBITDA margin expansion to 5.5% in 2026. This, alongside increased use of the group's factoring facility at year-end, will lead to a peak in S&P Global Ratings-adjusted leverage at 12.5x in 2025, before slightly moderating to 12.1x in 2026." S&P said, "We anticipate that adjusted free operating cash flow (FOCF) after leases will remain negative in 2025. We continue to expect a positive adjusted working capital inflow -- adjusting for changes in receivables sold at year-end--in both 2025 (EUR30 million) and 2026 (EUR15 million), driven by the seasonality of Inetum's business and optimized receivables collections. However, we expect adjusted FOCF after leases to remain negative at EUR10 million in 2025, reflecting the profitability contraction, before reaching break-even in 2026 as restructuring costs subside. "We think Inetum's capital structure remains sustainable, supported by adequate liquidity and medium-term maturities. The majority of Inetum's capital structure matures in 2028, with the EUR898 million term loan B (TLB) and EUR200 million revolving credit facility (RCF) due. We understand that the company has made progress in renewing its EUR285 million factoring facility, which matures in 2026, and we assume a successful renewal in the coming weeks, supporting adequate liquidity over the next 12 months, with cash sources largely exceeding uses due to limited debt maturities in the short-term. Inetum's financial metrics could improve significantly if Lux Co-Invest redeems the EUR213 million vendor financing owed to Inetum (including accrued interest). However, we don't factor this asset into our ratios on Inetum given the long-dated maturity and uncertainty on any redemption and use of the corresponding proceeds. "The negative outlook reflects our expectation that leverage will peak at 12.5x and adjusted FOCF after leases remain negative in 2025, with uncertain deleveraging prospects due to a lack of visibility in challenging markets in France and Belgium. "We could lower the ratings if Inetum's adjusted leverage fails to materially decrease and FOCF after leases remains steadily negative, leading us to assess its capital structure as unsustainable. In our view, this could result from unabating top-line pressure in the unpredictable French market, leading to sharper revenue decline than we currently expect or steadily material restructuring expenses, and consequently preventing EBITDA to bounce back. "We could stabilize the outlook if we see credible prospects for material deleveraging, and assuming Inetum's FOCF after leases is not sustainably negative. In our view, this could result from improving market conditions in France and Belgium along with continued healthy performance in the Iberian peninsula, leading to firmer revenue than we expect and, combined with lower restructuring costs, rebounding EBITDA." RENAULT SA: S&P Assigns BB+ Rating on Proposed EUR850MM Green Bonds ------------------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue rating with a '3' recovery rating to Renault S.A.'s unsecured EUR850 million green bonds due September 2030. The notes will rank pari passu with Renault's existing unsecured debt. The company intends to use the proceeds of the notes to finance or refinance eligible projects under its sustainability framework. S&P said, "Our 'BB+' issuer credit rating and positive outlook on Renault are unchanged. Our ratings focus remains on Renaut's ability to offset challenging market conditions through cost reduction and a competitive product offering. Our positive outlook still indicates that we could raise our issuer credit rating on Renault if the company secured EBITDA margins close to 8% and free operating cash flow to sales hovering around 2%, while increasing the penetration of its electric cars." Issue Ratings -- Recovery Analysis Key analytical factors -- The rating on Renault's unsecured debt is 'BB+', with a '3' recovery rating. The recovery rating factors in meaningful priority liabilities, including factoring and debt at operating companies. S&P caps its recovery prospects at about 65% in the event of a payment default due to the unsecured nature of the company's debt. -- In S&P's hypothetical default scenario, it contemplates a default in 2030, assuming that the company faces a severe market downturn, aggressive competition from new and existing competitors, in particular in electric vehicles, and a loss of market share as a result. -- S&P believes that if the company were to default, it would still have a viable business model because of continued demand for its light and commercial vehicles, its established network of dealerships, and strong brand awareness. For this reason, S&P expects the company would reorganize. Simulated default assumptions -- Simulated year of default: 2030 -- Jurisdiction: France -- EBITDA at emergence: EUR2.2 billion --Maintenance capital expenditure assumed at 3% of sales --Cyclicality adjustment factor of 15% --No operational adjustment -- EBITDA multiple: 5.5x Simplified waterfall -- Net enterprise value (after 5% administrative costs): EUR11.3 billion -- Priority claims: EUR2.4 billion -- Total value available to unsecured claims: EUR8.9 billion -- Senior unsecured debt claims: EUR10.0 billion --Recovery expectations: 50%-70%; rounded estimate 65%* Note: All debt amounts include six months of prepetition interest and the RCF is assumed 85% drawn at default. *Recovery estimate capped at 65% due to the unsecured nature of the debt. ============= G E O R G I A ============= CARTU BANK: S&P Upgrades LT ICR to 'B+' on Improved Asset Quality ----------------------------------------------------------------- S&P Global Ratings raised its long-term issuer credit rating on Cartu Bank JSC to 'B+' from 'B' and affirmed its 'B' short-term ratings. The outlook is stable. S&P said, "We believe that favorable macroeconomic settings supported Cartu Bank's turnaround over the past two years. Georgia exhibited four strong years of growth averaging 9.7%, which was supported by inflows of migrants due to the Russia-Ukraine war. Although we project Georgia's real GDP will expand by 7.1% this year and decelerate to 5.2% in 2026 and 4.7% in 2027 as consumption normalizes and investment weakens, Georgia's growth rate will remain one of the highest among peers. Strong economic growth supports strong lending growth and we expect loans in the Georgian banking sector to grow at about 15% per year in 2025-2026." Cartu Bank remains a small bank concentrated on corporate business. Under the new CEO, who accelerated the bank's turnaround, Cartu Bank disbursed Georgian lari (GEL) 300 million in new loans, partly through syndicates with larger Georgian banks in 2024-2025. The bank's pipeline remains strong, and it targets a 15% growth in gross outstanding loans in 2026, in line with S&P's expectations for the system. Nevertheless, Cartu Bank's market share in the Georgian banking system remains at about 2%. It will likely remain concentrated on corporate business, with high concentrations in lending and funding, which is inferior versus its peer group. The bank targets a further reduction in its Stage 3 loans to below 8% by end-March 2026. Stage 3 loans reduced to 10.8% at mid-2025 from 17.3% at year-end 2023. However, they still remained significantly above the system average of 2.6% at mid-2025. The bank is also gradually selling repossessed collateral. Stage 3 loans and repossessed real estate reduced to 14.3% from 25.1% on the same dates. Remaining problem loans are long-standing problems involving complex court proceedings and gradual repossessions of collateral, as well as some problem loans linked to COVID-19. S&P said, "We expect Cartu Bank's capitalization, as measured by our risk-adjusted capital (RAC) ratio, to remain at least strong in 2025-2026. We forecast that our RAC ratio will moderate to below 15.0% in 2027 from 16.3% at year-end 2024 as loan growth picks up in 2026-2027 and the bank continues to fully retain earnings. If the bank were to increase its provision coverage of nonperforming loans (NPLs) to peer levels of about 60%-70%, from 45% at mid-2025, its RAC ratio would decrease to below 15% by year-end 2025. "We expect Cartu Bank's financial performance to remain weaker than that of larger Georgian banks. We forecast that the bank's return on assets (ROA) could slightly improve to about 2% in 2026 from 1.3% in 2024 as the bank plans to grow its loans by about 15% per year and replace its legacy NPLs with new profitable business. This will still be lower than our expectation of about 3.7% ROA in the Georgian banking system resulting from high profitability of the largest banks that command pricing power. "The stable outlook on Cartu Bank indicates that over the next 12 months we expect that the bank will benefit from good macroeconomic growth prospects in Georgia to generate new business, will maintain strong capitalization, and will continue to gradually improve its asset quality by resolving its legacy problem assets. "A negative rating action would follow over the next 12 months if the positive trend in asset quality reverses or if we see sizable deposit outflows reflecting high depositor concentration. "We do not envision a positive rating action over the next 12-24 months." ============= G E R M A N Y ============= IHO VERWALTUNGS: Moody's Affirms Ba2 CFR, Outlook Remains Negative ------------------------------------------------------------------ Moody's Ratings has affirmed the Ba2 long term corporate family rating, the Ba2 senior secured instrument ratings and the Ba2-PD probability of default rating of IHO Verwaltungs GmbH (IHO-V or group). The outlook for the entity remains negative. "The affirmation recognizes the recent improvement in IHO-V's market-value based net leverage, which is back in line with Moody's expectations for its Ba2 rating, and the company's good liquidity", said Matthias Heck, a Moody's Ratings Vice President – Senior Credit Officer and Lead Analyst for IHO-V. "At the same time, recent refinancing at higher interest rates has weakened IHO-V's interest cover, which overall leaves the rating weakly positioned", added Mr. Heck. RATINGS RATIONALE IHO-V's market value based net leverage (MVL) has improved from 51% in September 2024 to below 40% since August 2025 and amounted to 36% as of September 22, 2025. The improvement was largely driven by the positive share price performance of the group's key assets, Continental AG (Continental, IHO-V stake: 36%) and Schaeffler AG (Schaeffler, IHO-V stake: 69.2%). Furthermore, on September 18, 2025, Continental spun-off Aumovio SE (Aumovio) as a separately listed entity. As a result, Moody's MVL calculation now also includes IHO-V's 36% stake in Aumovio. The ownership of a third distinct listed asset gives IHO-V additional flexibility to monetise its holding, if need be, after the six-month lock-up period. Despite the recent improvement in MVL, IHO-V's interest cover continues to be weak for the rating. The company's funds from operations (FFO)/interest will further reduce to around 1.4x in 2025 (adjusted for a one-off withholding tax effect; 1.2x after one-off), from 2.0x in 2024. The decline has been largely driven by higher interest rates, following the group's recent refinancing measures that extended the debt maturity profile. In addition, lower dividend collections from Schaeffler were only partially offset by higher payments from Continental. For 2026, Moody's expects only moderate improvements in the ratio to around 1.5x, driven by Continental's increased target dividend payout ratio of 40%-60%, compared to previously 20%-40%. As a result, Moody's forecasts IHO-V's FFO/interest cover to remain below 2.0x in 2026, which limits the company's ability to reduce debt levels meaningfully. While Moody's can temporarily accept weaker ratios, a sustained FFO/interest cover below 2x could lead to a rating downgrade. This calculation, however, does not include effects from a potential special dividend paid by Continental. Continental is currently undergoing a transformational process, which also includes the planned sale of its ContiTech subsidiary, scheduled for 2026. Depending on the disposal price and the leverage of the remaining part of Continental, the payment of a sizeable special dividend is possible. The special dividend could lift the FFO/interest coverage to comfortably above 2.0x in the year of payment, further improve IHO-V's MVL, and provide funds for debt and consequent interest reduction at IHO-V's level. The Ba2 CFR continues to reflect as strengths IHO-V's large size; the ownership of sizeable stakes in three high-quality listed assets; and good liquidity. Conversely, factors constraining the rating include some concentration risk from IHO-V's dependence on dividends from its subsidiaries, which are mostly active in the cyclical automotive industry currently under pressure, and which are undergoing transformational processes (especially Schaeffler and Aumovio); a lack of clearly defined financial policies aimed at preserving a conservative capital structure to offset the concentration risk; limited visibility around dividend payments required by the shareholder; limited reporting at IHO-V's standalone level; and consolidated leverage at still-elevated levels for the rating. LIQUIDITY Moody's continues to regard IHO-V's liquidity as good. Supporting this assessment are the group's available internal cash sources, including cash and cash equivalents of around EUR17 million at the end of June 2025, and its undrawn EUR1.0 billion revolving credit facility due 2028. The facility contains a leverage covenant, under which Moody's expects IHO-V to maintain adequate capacity over the next 12-18 months. These funds together with expected dividend collections in 2026 comfortably exceed the group's short-term cash needs, including regular holding costs and taxes, and expected interest payments of around EUR240 million next year. IHO-V has no debt maturities until 2028. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could downgrade IHO-V's ratings if its (1) MVL sustainably exceeds 40%; (2) FFO interest cover remains below 2.0x on a sustainable basis; (3) Moody's adjusted debt/EBITDA remains above 3.0x (2024: 3.5x) and Moody's adjusted EBITA margin fails to recover to above 8% for a prolonged period of time (2024: 4.5%), both based on INA-Holding Schaeffler GmbH & Co. KG statements that fully consolidate Schaeffler and Continental; or (4) liquidity deteriorates. An upgrade of IHO-V's ratings would require (1) a MVL of 30% or less, and (2) FFO interest cover above 2.5x on a sustainable basis. An upgrade would also require (3) Moody's adjusted debt/EBITDA to be sustained below 2.5x and Moody's adjusted EBITA margin to be improved to around 10%, both based on INA-Holding Schaeffler GmbH & Co. KG's financial statements that fully consolidate Schaeffler and Continental. An upgrade would also require (4) improved reporting at IHO-V level. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Automotive Suppliers published in December 2024. Based on INA-Holding Schaeffler GmbH & Co. KG's consolidated financial statements, the scorecard-indicated outcome is Baa3 for the 12 months that ended March 30, 2025 and Baa2 based on Moody's 12-18-month forward-looking view. The difference to the Ba2 CFR is explained by the existence of sizeable minority stakes; the structural subordination of IHO-V's debt to debt at Schaeffler and Continental levels; and the lack of clearly articulated conservative financial policies at the level of IHO-V. COMPANY PROFILE Headquartered in Herzogenaurach, Germany, IHO-V is a holding company that owns 69% of the share capital in Schaeffler, 36% in Continental and 36% in Aumovio. These assets are all leading automotive suppliers in Europe. IHO-V is ultimately owned through a holding structure by two members of the Schaeffler family. SC GERMANY 2022-1: Moody's Cuts Rating on Class F Notes to Caa3 --------------------------------------------------------------- Moody's Ratings has upgraded the ratings of mezzanine Notes in SC Germany S.A., Compartment Consumer 2020-1 and SC Germany S.A., Compartment Consumer 2021-1, as well as the ratings of the Class C and D Notes in SC Germany S.A., Compartment Consumer 2022-1. The upgrade actions reflect the increased levels of credit enhancement for the affected Notes. Moody's also downgraded the rating of the Class F Notes in SC Germany S.A., Compartment Consumer 2022-1 transaction due to limited availability of excess spread to repay Class F Notes, increased unpaid PDL and worse than expected collateral performance. Moody's affirmed the ratings of the Notes that had sufficient credit enhancement to maintain their current ratings. Issuer: SC Germany S.A., Compartment Consumer 2020-1 EUR1377M Class A Notes, Affirmed Aaa (sf); previously on Nov 27, 2024 Affirmed Aaa (sf) EUR94.5M Class B Notes, Affirmed Aaa (sf); previously on Nov 27, 2024 Affirmed Aaa (sf) EUR108M Class C Notes, Upgraded to Aaa (sf); previously on Nov 27, 2024 Affirmed Aa2 (sf) EUR81M Class D Notes, Upgraded to Aa1 (sf); previously on Nov 27, 2024 Affirmed A2 (sf) EUR54M Class E Notes, Upgraded to Aa2 (sf); previously on Nov 27, 2024 Upgraded to A3 (sf) EUR45M Class F Notes, Upgraded to Aa3 (sf); previously on Nov 27, 2024 Upgraded to Baa1 (sf) Issuer: SC Germany S.A., Compartment Consumer 2021-1 EUR1192.5M Class A Notes, Affirmed Aaa (sf); previously on May 22, 2024 Affirmed Aaa (sf) EUR60M Class B Notes, Affirmed Aaa (sf); previously on May 22, 2024 Upgraded to Aaa (sf) EUR97.5M Class C Notes, Upgraded to Aaa (sf); previously on May 22, 2024 Upgraded to Aa1 (sf) EUR75M Class D Notes, Upgraded to Aa2 (sf); previously on May 22, 2024 Upgraded to A2 (sf) EUR37.5M Class E Notes, Upgraded to Baa2 (sf); previously on May 22, 2024 Upgraded to Ba1 (sf) Issuer: SC Germany S.A., Compartment Consumer 2022-1 EUR756M Class A Notes, Affirmed Aaa (sf); previously on Dec 12, 2024 Affirmed Aaa (sf) EUR44M Class B Notes, Affirmed Aaa (sf); previously on Dec 12, 2024 Upgraded to Aaa (sf) EUR55M Class C Notes, Upgraded to Aa2 (sf); previously on Dec 12, 2024 Upgraded to Aa3 (sf) EUR40M Class D Notes, Upgraded to Baa2 (sf); previously on Dec 12, 2024 Affirmed Baa3 (sf) EUR51M Class E Notes, Affirmed Ba3 (sf); previously on Dec 12, 2024 Affirmed Ba3 (sf) EUR26M Class F Notes, Downgraded to Caa3 (sf); previously on Dec 12, 2024 Downgraded to Caa1 (sf) RATINGS RATIONALE The upgrades are prompted by the increase in credit enhancement for the Classes C, D, E and F Notes in SC Germany S.A., Compartment Consumer 2020-1. For the Classes C, D and E Notes in SC Germany S.A., Compartment Consumer 2021-1, the upgrades are prompted by the increase in credit enhancement that more than offsets the worse than expected collateral performance. The upgrades for the Classes C and D Notes in SC Germany S.A., Compartment Consumer 2022-1 are prompted by an increase in credit enhancement due to the sequential amortization of the Notes. The downgrade of the Class F Notes is due to the decrease in credit enhancement due to the increase in unpaid PDL and worse than expected collateral performance. Increase in Available Credit Enhancement SC Germany S.A., Compartment Consumer 2020-1 The turbo amortization by interest proceeds of the Class G Notes in SC Germany S.A., Compartment Consumer 2020-1 translated into the replacement of the Class G Notes, as the most junior Notes, by overcollateralization. While the Classes A to F Notes amortise pro rata, the overcollateralization led to an increase in credit enhancement available in the transaction for the Classes A to F Notes. In addition, the transaction benefits from significant excess spread as a source of credit enhancement, helped by an interest rate swap, where the issuer pays a fixed swap rate of -0.57% and receives one-month EURIBOR on a notional linked to the outstanding balance of the Class A to F Notes. For instance, the credit enhancement for the most senior tranche affected by the rating action, the Class C Notes, increased to 24.4% from 19.2% since the previous rating action. SC Germany S.A., Compartment Consumer 2021-1 The Notes principal payments waterfall changed irreversibly to sequential from the previous pro rata payment due to the occurrence of a Sequential Payment Trigger Event, linked to the cumulative net loss ratio exceeding 2.75% as of the payment date in October 2023. Sequential amortization and, following the repayment of the Class F Notes, available over-collateralization led to the increase in credit enhancement available in this transaction. In addition, the transaction benefits from significant excess spread as a source of credit enhancement, helped by an interest rate swap, where the issuer pays a fixed swap rate of -0.24% and receives one-month EURIBOR on a notional linked to the outstanding balance of the Class A to E Notes. For instance, the credit enhancement for the most senior tranche affected by the rating action, the Class C Notes, increased to 24.9% from 13.9% since the previous rating action. SC Germany S.A., Compartment Consumer 2022-1 The Notes principal payments waterfall changed irreversibly to sequential from the previous pro rata payment due to the occurrence of a Sequential Payment Trigger Event, linked to the cumulative net loss ratio exceeding 3.25% as of the payment date in October 2024. Sequential amortization led to the increase in credit enhancement available for the affected Notes. For instance, the credit enhancement of the Class C Notes increased to 21.6% from 18.0% and for the Class D Notes to 16.0% from 13.5% as a percentage of the current pool balance, since previous rating action, respectively. At the same time, the switch to sequential payment, limited availability of excess spread and the increase in unpaid PDL had a detrimental effect on future cash flows expected to be paid on the Class F Notes. Revision of Key Collateral Assumptions As part of the rating action, Moody's reassessed Moody's expected default rate and recovery rate assumptions for the portfolios reflecting the collateral performance to date. SC Germany S.A., Compartment Consumer 2020-1 The performance of the transaction has remained stable since previous rating action in November 2024. 90 days plus arrears currently stand at 0.9% of current pool balance showing a stable trend over the past few months. Cumulative defaults currently stand at 4.4% of original pool balance up from 4.0% at the time of previous rating action. For SC Germany S.A., Compartment Consumer 2020-1, the current expected default rate is 5.65% of the current portfolio balance, same as in the previous rating action, which translates into a default probability assumption on original balance of 4.90%. The assumption for the fixed recovery rate is maintained at 15%. SC Germany S.A., Compartment Consumer 2021-1 The performance of the transaction has deteriorated since previous rating action in May 2024. 90 days plus arrears currently stand at 0.9% of current pool balance showing an increasing trend over the past few months. Cumulative defaults currently stand at 5.0% of original pool balance up from 3.6% at the time of previous rating action. For SC Germany S.A., Compartment Consumer 2021-1, Moody's increased the current expected default rate to 6.25% of the current portfolio balance up from 6.0%, which translates into a default probability assumption on original balance of 6.3% up from 6.05%. The assumption for the fixed recovery rate is maintained at 15%. SC Germany S.A., Compartment Consumer 2022-1 The performance of the transaction has deteriorated since previous rating action in December 2024. 90 days plus arrears currently stand at 0.9% of current pool balance showing an increasing trend over the past few months. Cumulative defaults currently stand at 5.0% of original pool balance up from 3.6% at the time of previous rating action. For SC Germany S.A., Compartment Consumer 2022-1, Moody's increased the current expected default rate to 7.0% of the current portfolio balance up from 6.50%, which translates into a default probability assumption on original balance of 7.5% up from 6.8%. The assumption for the fixed recovery rate is maintained at 15%. Moody's also reassessed Moody's Portfolio Credit Enhancement ("PCE") assumption for these transactions. PCE reflects the credit enhancement consistent with the highest rating achievable in Germany. As a result, Moody's have maintained the PCE assumption at 17% for SC Germany S.A., Compartment Consumer 2020-1 and increased the PCE assumptions to 18% from 16% for the other two transactions. The principal methodology used in these ratings was "Moody's Approach to Rating Consumer Loan-Backed ABS" published in July 2024. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include: (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement, and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include: (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the Notes' available credit enhancement, and (4) deterioration in the credit quality of the transaction counterparties. ============= I C E L A N D ============= KVIKA BANKI: Moody's Still Reviews (P)Ba1 Rating on Unsec. Notes ---------------------------------------------------------------- Moody's Ratings has extended the review for upgrade on Kvika Banki hf.'s (Kvika) long-term and short-term deposit ratings of Baa1/P-2, the senior unsecured and long-term issuer ratings of Baa2, and the Baseline Credit Assessment (BCA) and Adjusted BCA of ba1. Moody's also extended the review for upgrade on the (P)Baa2 senior unsecured Euro Medium Term Notes (EMTN) program ratings, the (P)Ba2 subordinated EMTN, and the junior senior unsecured EMTN program ratings of (P)Ba1. Additionally, the review for upgrade on Kvika's long-term and short-term Counterparty Risk Ratings (CRR) of Baa1/P-2 and the long-term and short-term Counterparty Risk Assessments (CR Assessment) of Baa1(cr)/P-2(cr), are extended. Moody's initiated the review for upgrade on June 10, 2025, following the announcements from Arion Banki hf. (Arion) [1] and Islandsbanki hf. [2] that their respective board of directors have proposed opening merger talks with the board of directors of Kvika. RATINGS RATIONALE The Board of Kvika has approved the request from the Board of Arion banki hf. to initiate formal merger discussions between the two banks and a letter of intent to that effect has been signed[3]. It is proposed that the price per share in Kvika will be set at ISK19.17 and ISK174.5 per share for Arion in the anticipated merger. As such, shareholders of Kvika will receive 485,237,822 new shares in the merged entity, reflecting 26% ownership. A reasonable adjustment of the exchange ratio is expected in the event of a distribution made by the companies to their shareholders prior to the effective date of the merger. The negotiations are expected to take place over the coming weeks. Furthermore, at the same time, the Board of Kvika rejected the updated intend of merger proposal by Islandsbanki hf.[4] Any transaction would be subject to a range of approvals from the Icelandic Competition Authority and the Central Bank of Iceland. The review for upgrade will focus on the extent to which Kvika's BCA and ratings would benefit from becoming part of a much larger banking group and likely be aligned with those of its acquirer mitigating current considerations related to the complexity of its legal structure, and operational risks. Kvika's BCA currently includes one negative notch for opacity and complexity reflecting the increased operational complexity given its relative size. This is driven by the investment banking operations of the group as well as the mergers and acquisitions in the recent years which pose a significant operational risk. These considerations represent key governance risks under Moody's environmental, social and governance (ESG) framework. At the conclusion of the review period Kvika's ratings could be upgraded subject to successful receiving all necessary regulatory approvals of the merger with Arion. Given the review for upgrade, Moody's are unlikely to downgrade Kvika's ratings during the review period. However, failure to proceed with the merger would result into Kvika's ratings to be confirmed at current levels provided that the bank continues to exhibit resilient financial performance. PRINCIPAL METHODOLOGY The methodology used in these ratings was Banks published in November 2024. ============= I R E L A N D ============= BECKETT MORTGAGES 2025-1: DBRS Gives Prov. BB(H) Rating on F Notes ------------------------------------------------------------------ DBRS Ratings GmbH assigned provisional credit ratings to the following classes of notes to be issued by Beckett Mortgages 2025-1 DAC (the Issuer): -- Class A at (P) AAA (sf) -- Class B at (P) AA (high) (sf) -- Class C at (P) A (high) (sf) -- Class D at (P) A (sf) -- Class E at (P) BBB (high) (sf) -- Class F at (P) BB (high) (sf) CREDIT RATING RATIONALE The provisional credit rating assigned to the Class A notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date. The provisional credit ratings assigned to the Class B, Class C, Class D, Class E, and Class F notes address the timely payment of interest once the relevant class of notes is the senior-most and the ultimate repayment of principal by the legal final maturity date. Morningstar DBRS does not rate the Class R, Class X1 and Class X2 notes also expected to be issued in this transaction. The Issuer is a bankruptcy-remote special-purpose vehicle (SPV) incorporated in Ireland. The collateralized notes are backed by first-lien owner-occupied residential mortgage loans originated by NUA Money Limited. The transaction features a Liquidity Reserve Fund (LRF), which will provide liquidity support to the Class A and Class B notes in the priority of payments. The initial balance of the LRF will be 0.5% of the Class A and Class B notes' outstanding balance at closing; on each IPD the target level of the LRF will be 0.5% of the outstanding balance of the Class A and Class B notes as at the end of the collection period subject to a floor equal to 0.2% of the Class A and Class B notes' outstanding balance at closing; once Class B notes have redeemed, the LRF target will be zero. The transaction also features a General Reserve Fund (GRF), which will provide liquidity and credit support to the rated notes. The target balance of the GRF will be equal to 1.25% of the portfolio outstanding balance at closing minus the LRF target balance. In other words, the general reserve will be initially funded to its initial balance of EUR 2.4 million and its target balance will then increase as the LRF amortizes. Morningstar DBRS calculated the credit enhancement for the Class A Notes at 15.3%, which is provided by the subordination of the Class B to Class F Notes and the initial balance of the GRF. Credit enhancement for the Class B Notes will be 9.3%, provided by the subordination of the Class C to Class F Notes and the initial balance of the GRF. Credit enhancement for the Class C Notes will be 5.0%, provided by the subordination of the Class D to Class F Notes and the initial balance of the GRF. Credit enhancement for the Class D Notes will be 2.8%, provided by the subordination of the Class E to Class F Notes and the initial balance of the GRF. Credit enhancement for the Class E Notes will be 1.8%, provided by the subordination of the Class F Notes and the initial balance of the GRF. Credit enhancement for the Class F Notes will be 0.8%, provided by the initial balance of the GRF. As of 1 August 2025, the provisional mortgage portfolio consisted of 816 loans with an aggregate principal balance of EUR 230.9 million. All the loans in the portfolio have been originated since September 2024, making the seasoning of the portfolio only 3 months. Most mortgage loans in the asset portfolio were granted to employed borrowers (83.8%) and self-employed borrowers (16.1%) and are all secured by a first-ranking mortgage right. The transaction envisages a pre-funding mechanism to purchase additional loans after closing until 31 December 2025 to reach a portfolio balance equal to the collateralized notes balance. All the mortgage loans in the portfolio are in their initial fixed-rate period when they pay a fixed-rate coupon. These loans are scheduled to switch to a Standard Variable Rate (SVR) based on the 3-month Euribor index rate plus a margin in three or five years after their origination dates. As of the cut-off date, all the mortgage loans were reported as performing. NUA Money Limited originated and services the mortgages. Pepper Finance Corporation (Ireland) DAC will be appointed back-up servicer at closing. Notes: All figures are in euros unless otherwise noted. DUBLIN BAY 2018-MA1: Moody's Hikes Rating on Class E Notes to Ba3 ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings of four notes in Dublin Bay Securities 2018-MA1 DAC. The rating action reflects the increased levels of credit enhancement for the affected Notes and better than expected collateral performance. Moody's affirmed the ratings of the Notes that had sufficient credit enhancement to maintain their current ratings. EUR6M Class S Notes, Affirmed Aaa (sf); previously on Jun 1, 2023 Affirmed Aaa (sf) EUR50.3M Class A1 Notes, Affirmed Aaa (sf); previously on Jun 1, 2023 Affirmed Aaa (sf) EUR105.27M Class A2A Notes, Affirmed Aaa (sf); previously on Jun 1, 2023 Affirmed Aaa (sf) EUR157.9M Class A2B Notes, Affirmed Aaa (sf); previously on Jun 1, 2023 Affirmed Aaa (sf) EUR17M Class B Notes, Upgraded to Aa2 (sf); previously on Jun 1, 2023 Affirmed Aa3 (sf) EUR11.1M Class C Notes, Upgraded to Aa3 (sf); previously on Jun 1, 2023 Affirmed A2 (sf) EUR13.1M Class D Notes, Upgraded to Baa2 (sf); previously on Jun 1, 2023 Downgraded to Ba3 (sf) EUR9M Class E Notes, Upgraded to Ba3 (sf); previously on Jun 1, 2023 Downgraded to B1 (sf) EUR9M Class F Notes, Affirmed B3 (sf); previously on Jun 1, 2023 Affirmed B3 (sf) EUR11.1M Class Z1 Notes, Affirmed Caa1 (sf); previously on Jun 1, 2023 Downgraded to Caa1 (sf) RATINGS RATIONALE The rating action is prompted by an increase in credit enhancement available for the affected tranches and decreased key collateral assumptions, namely the portfolio Expected Loss (EL) assumption. Increase in Available Credit Enhancement Sequential amortization led to the increase in the credit enhancement available. For instance, the credit enhancements of Classes B, C, D and E increased to 25.03%, 20.52%, 15.21% and 11.56% from 16.55%, 13.61%, 10.14% and 7.76% respectively since the previous rating action in June 2023. Assessment of the likelihood of missed interest for Class D The Class D notes are presently up to date on interest payments; however, this tranche does not have access to the liquidity reserve and may defer interest payments should interest collections be insufficient. Based on Moody's analysis of expected collateral performance and the transaction structure, Moody's believes there is a high likelihood that any unpaid interest would be ultimately recouped. Revision of Key Collateral Assumption As part of the rating action, Moody's reassessed Moody's lifetime loss expectation for the portfolio reflecting the collateral performance to date. The performance of the transaction has been improving since September 2024 when delinquencies reached their peak. Total delinquencies decreased to 14.21% from 16.46%, while arrears over 90 days decreased to 11.67% from 12.67%, both as percentages of current pool balance. Cumulative losses rose to 0.09%, up from 0% as a percentage of original pool balance and the pool factor declined to 42.3% from 48.8%. Moody's decreased the expected loss assumption for the portfolio to 7.31% from 8.50% as a percentage of current pool balance. The corresponding expected loss assumption as a percentage of original pool balance decreased to 3.18% from 4.44%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have maintained the MILAN Stressed Loss assumption at 19.20%. 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 a rating for an RMBS security may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement and (4) deterioration in the credit quality of the transaction counterparties. FORTUNA CONSUMER 2022-1: DBRS Confirms CCC Rating on Class X Notes ------------------------------------------------------------------ DBRS Ratings GmbH took the following credit rating actions on the rated notes issued by Fortuna Consumer Loan ABS 2022-1 Designated Activity Company (the Issuer): -- Class D Notes upgraded to AAA (sf) from AA (sf) -- Class E Notes upgraded to A (high) (sf) from BBB (high) (sf) -- Class F Notes upgraded to BBB (low) (sf) from BB (high) (sf) -- Class X Notes confirmed at CCC (sf) The credit rating on the Class D Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the legal final maturity date in July 2031. The credit ratings on Class E, and Class F Notes address the ultimate payment of interest (timely when most senior) and the ultimate repayment of principal by the legal final maturity date. The credit rating on the Class X Notes addresses the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the August 2025 payment date; -- Updated probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; and -- Current available credit enhancement to the rated notes to cover the expected losses at their respective credit rating levels. The transaction is a static securitization backed by a portfolio of unsecured consumer loans brokered through auxmoney GmbH (auxmoney) in co-operation with Süd-West-Kreditbank Finanzierung GmbH, granted to individuals domiciled in Germany and serviced by CreditConnect GmbH, a fully owned subsidiary of auxmoney. The transaction closed in May 2022 and the Issuer acquired the total EUR 225.0 million collateral portfolio in three phases: EUR 176.5 million at closing, EUR 39.3 million on May 30, 2022, and EUR 9.2 million on June 30, 2022. PORTFOLIO PERFORMANCE As of the July 2025 cut-off date, loans that were in dunning levels 1 and 2 represented 6.6% and 2.2% of the outstanding collateral balance, respectively, while loans that were in dunning levels 3 and 4 represented 1.3%. Gross cumulative defaults amounted to 11.0% of the aggregate portfolio initial balance, 35.9% of which has been recovered to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS received updated historical vintage data from the originator and conducted a loan-by-loan analysis of the remaining pool of receivables. Morningstar DBRS maintained its base case PD and LGD assumptions at 12.7% and 72.5%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement to the rated notes. As of the August 2025 payment date, credit enhancement to the Class D, Class E, and Class F Notes was 71.3%, 37.4%, and 26.5%, respectively, up from 37.7%, 20.5%, and 14.9%, as of the August 2024 payment date. The Class X Notes do not benefit from credit enhancement and are repaid using any available excess spread remaining in the transaction following the payment of senior items in the revenue priority of payments. As of the August 2025 payment date, the unrated junior-most Class G Notes recorded an uncleared PDL debit balance of EUR 3.4 million. As a result of the uncured PDL, the sequential redemption trigger was breached on the December 2022 payment date and the notes began to amortize sequentially starting from the January 2023 payment date, resulting in a significant increase in credit enhancement levels. The transaction benefits from liquidity support provided by a cash reserve, available to cover senior expenses and interest payments on the Class A to Class F Notes. The reserve has a target balance equal to 0.7% of the outstanding balance of the Class A to Class E Notes, subject to a floor of EUR 422,000. As of the August 2025 payment date, the reserve was at its floor level. U.S. Bank Europe DAC acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on the account bank, the downgrade provisions outlined in the transaction documents, and structural mitigants inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. BNP Paribas SA (BNP) acts as the hedging counterparty in the transaction. Morningstar DBRS' public Long Term Critical Obligations Rating of AA (high) on BNP is consistent with the First Rating Threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. HAMBRIDGE EURO 1: S&P Assigns Prelim. B-(sf) Rating on Cl. F Notes ------------------------------------------------------------------ S&P Global Ratings assigned its preliminary ratings to Hambridge Euro CLO 1 DAC's class A loan and class A, B, C, D, E, and F notes. At closing, the issuer will also issue unrated subordinated notes. The preliminary ratings assigned to Hambridge Euro CLO 1's notes and loan reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes and loan through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with our counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,679.34 Default rate dispersion 458.06 Weighted-average life (years) 4.96 Weighted-average life (years) extended to cover the length of the reinvestment period 5.00 Obligor diversity measure 126.48 Industry diversity measure 21.63 Regional diversity measure 1.31 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 (%) 36.20 Target weighted-average spread (net of floors, %) 3.73 Target weighted-average coupon (%) * N/A *The provided portfolio had no fixed rate assets. N/A--Not applicable. Rationale Under the transaction documents, the rated notes and loan will pay quarterly interest unless a frequency switch event occurs. Following this, the notes and loan will switch to semiannual payments. The portfolio's reinvestment period will end five years after closing. S&P said, "At closing, we expect the portfolio to be well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled a target par of EUR425 million. We also modeled the covenanted weighted-average spread (3.65%), the covenanted weighted-average coupon (4.00%), and the covenanted weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes and loan. 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. "Until the end of the reinvestment period on Oct. 31, 2030, the collateral manager may substitute assets in the portfolio as 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 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, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk sufficiently mitigated at the assigned preliminary ratings. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our counterparty criteria. "We expect the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "The CLO will be managed by Royal London Asset Management Ltd., and the maximum potential rating on the liabilities is 'AAA' under our operational risk criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the preliminary ratings are commensurate with the available credit enhancement for the class A loan and class A notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher ratings than those 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 preliminary ratings on the notes. "For the class F notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs we have rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 25.40% (for a portfolio with a weighted-average life of five years), versus if it was to consider a long-term sustainable default rate of 3.2% for five years, which would result in a target default rate of 16.00%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes is commensurate with the assigned 'B- (sf)' preliminary rating. "Given our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our preliminary ratings are commensurate with the available credit enhancement for all the rated classes of notes and loan. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A 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 transaction's exposure to environmental, social, and governance (ESG) credit factors as broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental and social credit factors is viewed as below average, while governance credit factors are average. For this transaction, the documents prohibit or limit certain assets from being related to certain activities. Accordingly, since the exclusion of assets from these activities 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." Hambridge Euro CLO 1 DAC is a European cash flow CLO securitization of a revolving pool, comprising mainly euro-denominated leveraged loans and bonds. The transaction is a broadly syndicated CLO that will be managed by Royal London Asset Management Ltd. Ratings Prelim. Prelim. Amount Credit Class rating* (mil. EUR) Interest rate§ enhancement (%) A AAA (sf) 238.50 Three/six-month EURIBOR 38.00 plus 1.37% A Loan AAA (sf) 25.00 Three/six-month EURIBOR 38.00 plus 1.37% B AA (sf) 44.60 Three/six-month EURIBOR 27.51 plus 2.05% C A (sf) 25.90 Three/six-month EURIBOR 21.41 plus 2.45% D BBB- (sf) 30.20 Three/six-month EURIBOR 14.31 plus 3.30% E BB- (sf) 18.30 Three/six-month EURIBOR 10.00 plus 5.60% F B- (sf) 14.50 Three/six-month EURIBOR 6.59 plus 8.43% Sub notes NR 36.80 N/A N/A *The preliminary ratings assigned to the class A loan and class A and B notes address timely interest and ultimate principal payments. The preliminary 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. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. OCP EURO 2025-14: S&P Assigns B-(sf) Rating on Class F Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to OCP Euro CLO 2025-14 DAC's class A-1, A-2, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. The reinvestment period will be approximately 4.6 years, while the noncall period will be 1.6 years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,654.33 Default rate dispersion 581.78 Weighted-average life (years) 4.90 Obligor diversity measure 158.39 Industry diversity measure 24.10 Regional diversity measure 1.27 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0.00 Number of performing obligors 173 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.63 Target 'AAA' weighted-average recovery (%) 36.61 Actual weighted-average spread (net of floors; %) 3.65 Actual weighted-average coupon (%) 2.86 S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. "The portfolio is well-diversified on the closing date, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled the actual weighted-average spread of 3.65%, the actual weighted-average coupon of 2.86%, and the target weighted-average recovery rates at all rating levels calculated in line with our CLO criteria. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B to F notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes." The class A-1 and A-2 notes can withstand stresses commensurate with the assigned ratings. S&P said, "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 the class A-1, A-2, B, C, D, E, and F notes. In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A-1 to E notes, based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector." Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities. OCP Euro CLO 2025-14 DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Onex Credit Partners, LLC manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-1 AAA (sf) 236.00 41.00 Three/six-month EURIBOR plus 1.31% A-2 AAA (sf) 12.00 38.00 Three/six-month EURIBOR plus 1.70% B AA (sf) 44.00 27.00 Three/six-month EURIBOR plus 1.90% C A (sf) 24.00 21.00 Three/six-month EURIBOR plus 2.20% D BBB- (sf) 28.00 14.00 Three/six-month EURIBOR plus 2.95% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.35% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.08% Sub notes NR 29.80 N/A N/A *The ratings assigned to the class A-1, A-2, and B 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. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. TORRES RESIDENTIAL: S&P Assigns B-(sf) Rating on Cl. D-Dfrd Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Torres Residential DAC's class A, B-Dfrd, C-Dfrd, and D-Dfrd notes. At closing, Torres Residential DAC , Sept. 26, 2025, will also issue unrated RFN and class Z, and X notes. S&P said, "Our ratings address the timely payment of interest and the ultimate payment of principal on the class A notes. Our ratings on the class B-Dfrd, C-Dfrd, and D-Dfrd notes address the ultimate payment of interest and principal on these notes, until they become the most senior class of notes outstanding, at which point the rating will address the timely payment of interest. Unpaid interest will not accrue additional interest and will be due at the notes' legal final maturity." Credit enhancement for the rated notes comprises mainly subordination. A liquidity fund is available as long as the class A notes are outstanding, providing liquidity support to cover senior expenses and advances under the real estate owned company (REOCO) loan facility. The pool for Torres Residential contains EUR655 million residential mortgage loans located in Spain. The loans were originated by Santander Consumer Finance, S.A. Torres Residential, the issuer of the RMBS notes, is an Irish special-purpose entity (SPE). The issuer purchased fondo de titulizacion (FT) bonds issued by FT Cerezo, a Spanish SPE. The FT bonds are backed by mortgage certificates pledged in favor of the RMBS noteholders. S&P conducted a satisfactory review of the transaction documents and legal opinions. Additionally, Santander Consumer Finance S.A. acta as primary servicer on these assets and Intrum Servicing Spain, S.A.U. will act as special servicer for loans that become in arrears for more than 120 days. The application of S&P's structured finance sovereign risk criteria does not constrain the ratings. Ratings Class Rating Class size (%) A AAA (sf) 92.50 B-Dfrd* A+ (sf) 2.75 C-Dfrd* BB+ (sf) 1.25 D-Dfrd* B- (sf) 0.50 RFN NR 0.93 Z NR 1.00 Class X NR N/A *S&P's ratings on these classes consider the potential deferral of interest payments. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. ========= I T A L Y ========= BANCO BPM: DBRS Hikes Rating on Add'l. Tier 1 Instruments to 'BB' ----------------------------------------------------------------- DBRS Ratings GmbH upgraded the credit rating on Banco BPM SpA (BBPM or the Bank)'s Additional Tier 1 Instruments (AT1) by one notch to BB from BB (low). This reflects Morningstar DBRS' incorporation of positive developments at Banco BPM that are beneficial for holders of the Bank's AT1 instruments. The trend remains Stable as it mirrors the trend on the Long-Term credit ratings. A full list of the rating actions is included at the end of this press release. KEY CREDIT RATING CONSIDERATIONS Morningstar DBRS' notching from the Intrinsic Assessment (IA) for AT1 Instruments can typically range between 3 notches and 6 notches, reflecting that AT1 obligations are deeply subordinated and constitute the most junior debt instruments of the Bank. They are perpetual in tenor and can be written down in part or in full if the Issuer or Regulator determines there is a Trigger Event. Morningstar DBRS considers both the probability of BBPM tripping the capital trigger, as well as expected recovery levels, when assessing the notching between BBPM's IA and the AT1 ratings. For Banco BPM the trigger level for write-downs is set at a minimum CET1 ratio of 5.125% and noteholders could lose all or some of their principal as a result of a write down. In reducing the notching of BBPM's AT1s to four from five notches below the IA, Morningstar DBRS takes into account the Bank's substantial buffer of 8.195% between the 5.125% trigger and the Bank's current 13.32% CET1 capital ratio as of H1 2025. In addition, the reduced notching also incorporates the strengths of BBPM's business model, its improved earnings generation as well as the progress made in improving the risk profile in recent years which, in Morningstar DBRS' view, have contributed to overall improved fundamentals. Morningstar DBRS also notes that while the notes can be written up in part or in full at the full discretion of the Issuer, there are required conditions of positive and distributable net income which need to be met. Banco BPM can cancel interest payments on the AT1 Notes in part or in total and under some circumstances may be required to cancel interest payments. CREDIT RATING DRIVERS Any positive change in BBPM's Long-Term Issuer ratings would have positive implications for the Additional Tier 1 instrument's credit rating. An upgrade of the Long-Term Issuer rating would require further demonstration of improved profitability, as well as a continued commitment to maintain adequate asset quality profile and solid capital position despite the recent acquisition. Further progress with the integration of Anima would also lead to positive credit rating implications in the medium to long term. Given the current credit rating level, an upgrade of the credit ratings would also require an upgrade of the Republic of Italy's sovereign credit rating. Similarly, any negative change in BBPM's Long-Term Issuer rating would have negative implications for the AT1's credit rating. BBPM's credit ratings would be downgraded should the Bank's capital ratios fall significantly below Morningstar DBRS' expectations. A sustained weakening of profitability metrics or asset quality could also lead to a downgrade. Given the current credit rating level, a downgrade of the Bank's credit ratings would also result from a downgrade of the Republic of Italy's sovereign credit rating. CREDIT RATING RATIONALE Franchise Combined Building Block Assessment: Good/Moderate Earnings Combined Building Block Assessment: Good Risk Combined Building Block Assessment: Good/Moderate Funding and Liquidity Combined Building Block Assessment: Good/Moderate Capitalization Combined Building Block Assessment: Good/Moderate Notes: All figures are in euros unless otherwise noted. BENDING SPOONS: S&P Affirms 'B+' ICR Amid Vimeo Acquisition ----------------------------------------------------------- S&P Global Ratings affirmed its 'B+' issuer credit rating on technology and digital products developer Bending Spoons S.p.A. and its 'B+' issue rating on its senior secured term loans B (TLBs). The recovery rating of '3' on the company's TLBs remains unchanged, with estimated recovery prospects of about 65% in the event of a default. S&P said, "The stable outlook reflects our expectation that Bending Spoons will successfully integrate Vimeo and other recently acquired digital products and achieve operating cost efficiencies. This should allow it to generate adjusted EBITDA margins of above 30% and solid free operating cash flow (FOCF), such that its adjusted leverage decreases to less than 5x and FOCF to debt improves to 10% in 2026." Bending Spoons announced on Sept. 10, 2025, its acquisition of video experience platform Vimeo for a cash consideration of $1.4 billion. S&P said, "We assess that this acquisition and other deals completed in 2025 will strengthen Bending Spoons' business, enhancing the company's scale and product diversity. We expect Bending Spoons will integrate Vimeo and other recently acquired assets with no material setbacks and achieve significant improvements in monetization and profitability. "We assume the Vimeo acquisition will be funded with cash and equity. We expect that Bending Spoons' S&P Global Ratings-adjusted debt to EBITDA will increase to 5.1x on a pro forma basis in 2025 and that its leverage will decrease to below 5.0x in 2026. "The rating affirmation reflects our expectation that the purchase of Vimeo and other recent acquisitions will strengthen Bending Spoons' business, and that its S&P Global Ratings-adjusted leverage will decrease to below 5x by 2026. Bending Spoons agreed to acquire video platform Vimeo, a U.S. publicly listed company, for a $1.4 billion cash consideration. The deal is subject to regulatory approvals, and we expect it to close by the end of 2025. In our view, the acquisition of Vimeo will enhance the scale and diversity of Bending Spoons' product portfolio, expanding its footprint in video creation, hosting, editing, and distribution. We assume that the company will fund the purchase with a combination of cash on balance (generated through operations and prefunded by raising debt in July 2025) and equity, and will not raise new debt. "We forecast that, pro forma for the transaction, the company's S&P Global Ratings-adjusted debt to EBITDA will increase to 5.1x in 2025 from 3.6x in 2024, which is above our previous expectations. In our view, this temporary spike in leverage will leave the company with very limited rating headroom and will reflect a material and rapid increase in financial debt levels to EUR2 billion in 2025 from about EUR840 million in 2024. We continue to expect Bending Spoons will reduce leverage to below 5x in 2026, mainly driven by growth in earnings and cost synergies. However, we note that the pace of acquisitions has exceed our expectations in 2025 and deleveraging might take place more slowly if the company continues its aggressive acquisitive growth. We also believe Bending Spoons' growth strategy carries risks regarding the selection of targets and the achievement of efficiencies and monetization improvements." The acquisition of video platform Vimeo, along with other deals from 2025, will increase Bending Spoons' scale and diversity. Vimeo offers end-to-end solutions for video creation, editing, hosting, management and distribution, analytics, AI language translation, and enterprise tools through a software-as-a-service (SaaS) model. The company primarily focuses on offering solutions for business-to-business clients and enterprises. Vimeo generates its revenue mainly from fixed SaaS subscription fees with generally annual subscriptions. It has a sizeable subscriber base of more than 1.1 million with high subscriber retention, robust brand recognition, and healthy organic customer acquisition. Vimeo has, however, underperformed financially in recent years and generated low EBITDA, largely due to substantial product research and development (R&D) and operating costs. S&P said, "We expect Bending Spoons to materially optimize Vimeo's R&D expenditure and reduce its operating costs to achieve sizeable EBITDA expansion over 12-24 months after transaction close. In addition, Bending Spoons already has expertise in video products, in particular through Brightcove, which it acquired in early 2025. Bending Spoons has a good track record of acquiring digital products, integrating them into its portfolio, and improving their operating efficiency and monetization; this has included Evernote, Meetup, Remini, Splice, StreamYard, and WeTransfer. In our view, this positions the company well to integrate Vimeo, as well as other recently acquired assets including those acquired in 2025. We therefore expect that Bending Spoons' EBITDA and margin will materially increase in 2026-2027 and that the company will continue generating sound FOCF. Exposure of the company's operations to fragmented, highly competitive markets with rapidly changing consumer preferences and low barriers to entry, and integration execution risks constrain our view of its business compared with peers. "S&P Global Ratings-adjusted EBITDA margin should improve to above 40% in 2026 after a temporary decline in 2025 due to higher one-off costs. We expect the company will deliver 3%-4% organic revenue growth in 2025-2026 following sound organic growth for the first six months in 2025. Bending Spoons is on track or ahead of schedule in integrating past acquisitions from 2024 and 2025. We anticipate that acquisition and restructuring costs will temporarily materially increase in 2025 to EUR190 million for 2025 including Vimeo, versus EUR110 million previously. As a result, we don't expect Vimeo to contribute to S&P Global Ratings-adjusted EBITDA in 2025. This will result in a temporary drop in the EBITDA margin to 26% (pro-forma Vimeo's full-year contribution), which is below our previous expectation for the year of about 34%. The company's estimated material improvement in absolute EBITDA toward EUR700 million in 2026 corresponds with the S&P Global Ratings-adjusted EBITDA margin forecast above 40%, as Bending Spoons should enhance the monetization of Vimeo and successfully integrate previous acquisitions. "The stable outlook reflects our expectation that Bending Spoons will successfully integrate Vimeo and other recently acquired digital products and achieve operating cost efficiencies. This will allow it to generate adjusted EBITDA margins above 30% and solid FOCF, such that its adjusted leverage decreases to less than 5x and FOCF to debt improves to 10% in 2026. "We could lower our rating if Bending Spoons' debt to EBITDA materially exceeds 5.0x or if its FOCF to debt falls to 5%. This could happen if it fails to achieve planned cost synergies, incurs materially higher one-off costs, or faces operating underperformance due to tough competition, higher turnover of paying subscribers, or declining monetization due to an inability to raise prices. We could also lower the rating if leverage remains meaningfully above 5x because of large, debt-funded acquisitions. "We could raise our rating on Bending Spoons if the company delivered sustainable organic growth, successfully integrated its acquired digital products, and consistently achieved an adjusted EBITDA margin of above 30%, adjusted debt to EBITDA below 4x, and FOCF to debt approaching 15%. An upgrade would be contingent on the company's commitment to maintaining such credit metrics on a sustainable basis." BRIGNOLE CQ 2024: DBRS Hikes Rating on Class X Notes to BB(high) ---------------------------------------------------------------- DBRS Ratings GmbH took the following credit rating actions on the notes issued by Brignole CQ 2024 S.r.l. (the Issuer): -- Class A Notes confirmed at AA (low) (sf) -- Class B Notes confirmed at A (sf) -- Class C Notes confirmed at BBB (high) (sf) -- Class D Notes confirmed at BBB (sf) -- Class X Notes upgraded to BB (high) (sf) from B (high) (sf) The credit rating on the Class A Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the legal final maturity date in September 2040. The credit ratings on the Class B, Class C, and Class D Notes address the ultimate payment of interest but the timely payment of scheduled interest when they become the senior-most tranche and the ultimate repayment of principal on or before the legal final maturity date. The credit rating on the Class X Notes addresses the ultimate payment of interest and ultimate repayment of principal on or before the legal final maturity date. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the August 2025 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; -- Current available credit enhancement to the Notes to cover the expected losses at their respective credit rating levels. The Issuer is a securitization of Italian salary- and pension-assignment loans as well as payment delegation loans originated and serviced by Creditis, which closed in September 2024 with an initial portfolio balance of EUR 175 million. PORTFOLIO PERFORMANCE As of the August 2025 payment date, loans that were one, two, and three months in arrears represented 17.8%, 1.6%, and 0.3% of the outstanding non-defaulted portfolio balance, respectively, while loans more than three months in arrears represented 0.3%. Gross cumulative defaults amounted to 2.3% of the aggregate initial and subsequent portfolios original balance, with cumulative recoveries of 58.4% to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar conducted a loan-by-loan analysis of the remaining pool of receivables and maintained its base case PD assumption at 8.4% and updated its base case LGD assumption to 1.7%. CREDIT ENHANCEMENT The subordination of the respective junior obligations and the cash reserve provides credit enhancement to the Class A, Class B, Class C and Class D Notes. As of the August 2025 payment date, credit enhancement to the Class A, Class B, Class C and Class D Notes remained at 20.2%, 9.8%, 2.4% and 1.2% respectively, due to the pro rata amortization of the notes. The Class X Notes do not benefit from any credit enhancement. The upgrade of the Class X Notes follows their fast deleveraging according to schedule and the level of excess spread available in the transaction. The transaction benefits from liquidity and credit support provided by an amortizing cash reserve. The reserve is available to cover senior fees and expenses, swap payments, interest payments and to cure PDL balances on the Class A to Class C Notes. The reserve has a target balance equal to 1.2% of the outstanding balance of the Class A to Class C Notes, subject to a floor of EUR 1.0 million. As of the August 2025 payment date, the reserve was at its target balance of EUR 1.7 million. Crédit Agricole Corporate & Investment Bank, Milan Branch (CA-CIB) acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on CA-CIB, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structures, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Natixis S.A. (Natixis) acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on Natixis is above the first credit rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. FIBERCOP SPA: S&P Affirms 'BB+' LT ICR & Alters Outlook to Stable ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable and affirmed its 'BB+' long term issuer credit rating on FiberCop SpA. S&P also affirmed its 'BB+' issue ratings on FiberCop senior unsecured notes. S&P removed the ratings from under criteria observation (UCO). The stable outlook reflects S&P's expectation that FiberCop will deliver on its strategic plans, resulting in S&P Global Ratings-adjusted debt to EBITDA remaining below 7.5x and funds from operations (FFO) to debt above 7% over the next 12-24 months. FiberCop's well established position in the fixed-line telecommunications wholesale access network in Italy, along with its objective to accelerate its fiber rollout to capture a first mover advantage, could create high barriers to entry to its competitor. The company owns a comprehensive fixed line services infrastructure including asymmetric digital subscriber line (ADSL), fiber-to-the-cabinet (FTTC), and fiber-to-the-home (FTTH) networks, with a market share of 70% in Italy's wholesale access service segment, with 14.1 million active business-to-business-to-customer lines as of March 2025. The company enjoys the position of sole provider of access on its legacy copper (DSL) and FTTC broadband network, covering close to 100% of Italian households through DSL and close to 90% through FTTC. It covers 42% of Italian households through FTTH. The company has accelerated its FTTH investment both in the autonomous and PNNR awarded lots, achieving 65% completion by June 2025 in the target of 20.3 million households for 2027. Excluding the black areas where S&P sees more competition, it understands that there is no player systemically rolling out fiber in the commercial grey area, reducing the risks of overbuilding. If well executed, the company could capture early market share, which should strengthen further its established market position. Favorable growth trend and potential for more flexible pricing mechanism further underpins our strong business risk assessment. FiberCop's potential growth prospects result from Italy's fixed broadband market having only two marketwide fiber players, having limited technology offerings with no cable infrastructure, and being underpenetrated, compared with other European countries. The potential shift to a "fair and reasonable" pricing approach from an ex ante regulated pricing model would allow price flexibility in all areas except for the PNNR ones, providing greater scope to its pricing strategy depending on its market position. S&P anticipates the wholesale regulatory model will be implemented in early 2026. In recognizing these strengths in its business models, consistent with most digital infrastructure companies, S&P has set a new threshold for FiberCop. The revised thresholds for the 'BB+' rating include the following: -- An S&P Global Ratings-adjusted debt to EBITDA upgrade threshold of 6.5x, and 7.5x for a downgrade; and -- An FFO-to-debt upgrade threshold of above 10% and 7.0% for a downgrade. The recent debt upsize de-risks immediate financing needs for capital expenditure (capex). The company issued bonds totaling EUR2.8 billion on June 25, 2025, which increased its cash balance to EUR3.5 billion as of first-half 2025. S&P said, "We understand FiberCop remains committed to its recent publicly stated financial policy, which aims to focus on medium-term investment while taking a prudent approach on leverage, dividends, and acquisitions. We assume FiberCop will fund high capex needs mostly with debt." S&P said, "We foresee reasonable rating headroom within our relaxed rating thresholds, which underpins the outlook revision. We revised our projections to reflect first-half 2025 earnings and consequently lowered our EBITDA forecast to EUR2.0 billion from 2025 (from EUR2.1 billion) and EUR2.3 billion-EUR2.4 billion in 2026-2027 (from EUR2.4 billion-EUR2.5 billion). We now forecast FOCF to reach negative EUR2.2 billion in 2025 and negative EUR1.2 billion each year in 2026-2027. As a result, S&P Global Ratings-adjusted leverage will peak at 7.2x in fiscal 2025 (from about 7.0x previously) before improving to slightly below 7.0x in 2026-2027. We forecast adjusted FFO to debt to remain near 9% in 2025 and improving to about 10% in 2026-2026. While we now estimate slightly weaker credit ratios than previously, we foresee reasonable rating headroom within our relaxed rating thresholds. This underpins the outlook revision. "The stable outlook reflects our expectation that FiberCop will deliver on its strategic plans, resulting in S&P Global Ratings-adjusted debt to EBITDA remaining below 7.5x and FFO to debt staying above 7% over the next 12-24 months." S&P could lower the rating if FiberCop posted sustained adjusted FFO to debt below 7.0% and adjusted debt to EBITDA above 7.5x, including after the investment cycle completes. This could result from: -- Delays in realizing cost savings; -- Costs overruns on its capex investment plan; -- Weaker-than-anticipated customer retention as they migrate from legacy technology, which could lead to earnings underperformance; and -- A more aggressive-than-stated financial policy. S&P said, "We could also lower the ratings if we think the likelihood of moderate government support has decreased. "We believe potential for a higher rating is unlikely during the accelerated investment phase. However, we could raise our stand-alone credit profile if FiberCop posted sustained adjusted FFO to debt above 10% and adjusted debt to EBITDA below 6.5x; or if we reassessed our views on the company's business risk position relative to its peers within digital infrastructure. If accompanied by an unchanged assessment of likelihood of moderate government support as well as a higher sovereign rating, we could raise our rating on FiberCop." INFRASTRUTTURE WIRELESS: S&P Affirms 'BB+' Rating on Unsec. Notes ----------------------------------------------------------------- S&P Global Ratings placed its long-term issuer credit rating on Infrastrutture Wireless Italiane (INWIT) on CreditWatch with positive implications. S&P affirmed its 'BB+' issue ratings on INWIT's senior unsecured notes. S&P also removed the ratings from criteria observation (UCO). S&P said, "The positive CreditWatch reflects that we could raise our ratings on INWIT by one notch over the next one or two quarters if it commits to a financial policy consistent with the higher rating. This is also contingent to maintaining our adequate liquidity assessment and reassessment of INWIT's renewal risks." On July 7, 2025, S&P Global Ratings published updated criteria for rating corporate issuers and S&P has reviewed its analysis of Infrastrutture Wireless Italiane (INWIT) following the implementation of updated methodology for digital infrastructure companies. S&P recognizes the benefits of INWIT's high earnings predictability and its business strengths and therefore expect to loosen its rating triggers. However, S&P's views on INWIT's greater exposure to key potential risks in the European tower market and its uncertainty on how the company will use the potential additional rating headroom limit a reassessment of the thresholds at this stage. INWIT's strong market positioning and protective contracts will continue to support cash flow stability. INWIT operates in extremely protective eight-year-long contracts with TIM S.p.A. (BB/Stable/--) and Vodafone Italy that are indefinitely renewable, with all-or-nothing renewal terms, and indexed to the consumer price index (CPI) with a 0% floor that supports relatively stable and predictable cash flow generation. INWIT boasts a very strong position of in Italy, capturing about half of the Italian tower market through a nationwide dense network of 25,000 sites hosting about 59,500 points of presence. It ranks far ahead of the second- and third-largest tower operators, Cellnex and PTI. The high quality of the company's site network stems from its favorable locations, which benefit from the historical first-mover advantage of TIM and Vodafone Italy. Additionally, a significant portion of its tower backhaul is equipped with fiber, providing a more powerful connection between radio sites and clients' local exchanges compared with traditional airwaves. INWIT's tenancy ratio is well above 2.0x and is expected to improve further to 2.6x by 2030, which is among the highest in the industry, indicating better tower utilization and, consequently, superior profitability. S&P said, "We see relative weaknesses of European tower companies compared with the more developed markets, such as in the U.S. This is due to the key risks that European tower companies are exposed to, such as recontracting/renewal risk, and disruption risk in the event of changes in the tower and mobile network market structures (please refer to "Peer Comparison: Digital Infrastructure Companies," July 31, 2025). We believe INWIT is more exposed to these risks than are more diversified tower companies in Europe, due to its single country of operation. That said, INWIT's market position, high quality assets, and high barriers to entry coming from regulatory limits on electromagnetic field levels and zoning restrictions mitigate some of these risks. Still, we are uncertain on how some of these risks will develop. "INWIT's solid organic growth and built-to-suit programs driven by 5G coverage and densification, and long-term growth tailwinds from Italy's digitalization efforts, will continue to support INWIT's growth trajectory. We forecast S&P Global Ratings-adjusted EBITDA margin will improve to 92% in 2025-2027 from 91.4% in 2024. We forecast that INWIT's free operating cash flow (FOCF) will remain meaningfully positive in the foreseeable future. However, we forecast S&P Global Ratings-adjusted leverage will peak at 5.4x in 2025 before improving to 5.3x in 2026 and 5.2x in 2027. This would reflect the recently announced EUR400 million share buy-back to be executed in 2025-2026, as well as exceptional dividend payment of EUR200 million on top of the 7.5% dividend growth in 2025. We forecast dividend growth will remain at 7.5% in 2026 and decline to 5.0% in 2027 and thereafter, in line with the company' capital allocation policy. Our base case does not include any additional share buy-back or exceptional dividends in 2026 and 2027. We expect adjusted funds from operations (FFO) to debt remaining healthy at around 15% in 2025-2027. "While our projections indicate INWIT might meet our potential relaxed threshold for a higher rating, our uncertainty of how the company will use the additional headroom under the updated methodology currently limits rating upside. "We see the group's liquidity as adequate. The company had about EUR112 million cash and cash equivalents as of June 30, 2025. We anticipate the forecast positive FOCF, along with the fully undrawn EUR500 million revolving credit facility (RCF) due in March 2027, will keep our liquidity assessment adequate over the next 12 months. That said there will be significant maturities in the near term when the remaining 1.875% EUR700 million unsecured notes come due in July 2026 and the EUR500 million sustainability-linked term loan facility come due in April 2027. We expect the company to proactively approaching the market to address these short-term maturities. "The positive CreditWatch reflects that we could raise our ratings on INWIT by one notch over the next one or two quarters if it commits to a financial policy consistent with the higher rating. This is also contingent to maintaining our adequate liquidity assessment and reassessment of INWIT's renewal risks." S&P could affirm the rating and assign a stable outlook if the following scenarios occur: -- A more aggressive financial policy than the current stated financial policy, leading to potential S&P Global Ratings-adjusted debt to EBITDA rising above 6.25x. -- S&P's views of heightened risks in renewal risk, mobile network operator consolidation risk, and disruption risk in the event of changes in the tower and mobile network market structures. -- S&P's liquidity assessment falls to below adequate. S&P could raise the rating and assign a stable outlook if the following scenarios occur: -- An unchanged financial policy leading to an S&P Global Ratings-adjusted leverage remaining below 6.25x. -- There is no deterioration in S&P's reassessed views on renewal risk, mobile network operator consolidation risk, and disruption risk in the event of changes in the tower and mobile network market structures. -- S&P's liquidity assessment remains at adequate. INTESA SANPAOLO: DBRS Hikes Rating on Add'l. Tier 1 Debt to 'BB' ---------------------------------------------------------------- DBRS Ratings GmbH upgraded the credit ratings on Intesa Sanpaolo SpA (Intesa or the Bank)'s Additional Tier 1 Instruments (AT1) to BB from BB (low). This reflects Morningstar DBRS' incorporation of positive developments at Intesa that are beneficial for holders of the Bank's AT1 instruments. The trend remains Positive as it mirrors the trend on the Long-Term credit ratings. KEY CREDIT RATING CONSIDERATIONS Morningstar DBRS' notching from the Intrinsic Assessment (IA) for AT1 Instruments can typically range between 3 notches and 6 notches, reflecting that AT1 obligations are deeply subordinated and constitute the most junior debt instruments of the Bank. They are perpetual in tenor and can be written down in part or in full if the Issuer or Regulator determines there is a Trigger Event. Morningstar DBRS considers both the probability of Intesa tripping the capital trigger, as well as expected recovery levels, when assessing the notching between Intesa's IA and the AT1 ratings. For Intesa Sanpaolo the trigger level for write-downs is set at a minimum CET1 ratio of 5.125% and noteholders could lose all or some of their principal as a result of a write down. In reducing the notching of Intesa's AT1s to four from five notches below the IA, Morningstar DBRS takes into account the Bank's substantial buffer of 7.875% between the 5.125% trigger and the Bank's 13.0% CET1 capital ratio at the end of June 2025. In addition, the reduced notching also incorporates the strengths of Intesa's business model, its leading market positions and solid capital as well as the improvement in the risk profile in recent years which, in Morningstar DBRS' view, have contributed to overall improved fundamentals. Morningstar DBRS also notes that while the notes can be written up in part or in full at the full discretion of the Issuer, there are required conditions of positive and distributable net income which need to be met. Intesa Sanpaolo can cancel interest payments on the AT1 Notes in part or in total and under some circumstances may be required to cancel interest payments. CREDIT RATING DRIVERS The AT1 ratings will move in tandem with Intesa's Long-Term Issuer Rating. An upgrade of the Long-Term Issuer Rating would require an upgrade of Italy's sovereign credit rating and the Bank maintaining its current fundamentals, including robust profitability, sound asset quality, and solid capital position. Conversely, a downgrade of Intesa's Long-Term Issuer Rating would result in a downgrade of the AT1 ratings. Given the Positive trend, a downgrade of the Long-Term Issuer Rating is unlikely. However, the trend on the Bank's credit ratings could be revised to Stable in the case of a similar credit rating action on Italy's sovereign credit rating or if there were a substantial deterioration in the Bank's profitability, risk profile, and capital position. CREDIT RATING RATIONALE Franchise Combined Building Block Assessment: Strong/Good Earnings Combined Building Block Assessment: Strong/Good Risk Combined Building Block Assessment: Good Funding and Liquidity Combined Building Block Assessment: Good Capitalisation Combined Building Block Assessment: Good/Moderate Notes: All figures are in euros unless otherwise noted. SUNRISE 2024-2: DBRS Confirms BB(high) Rating on Class E Notes -------------------------------------------------------------- DBRS Ratings GmbH took the following credit rating actions on the notes (collectively, the rated notes) issued by Sunrise SPV 93 S.r.l. - Sunrise 2021-2 (Sunrise 2021-2) and Sunrise SPV Z70 S.r.l. - Sunrise 2024-2 (Sunrise 2024-2) (collectively, the transactions): Sunrise 2021-2 -- Class B Notes confirmed at AAA (sf) -- Class C Notes confirmed at AA (high) (sf) -- Class D Notes confirmed at AA (high) (sf) -- Class E Notes upgraded to AA (high) (sf) from AA (sf) The credit rating on the Class B Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the legal final maturity date in October 2046. The credit ratings on the Class C Notes, Class D Notes, and Class E Notes address the ultimate payment of scheduled interest while subordinated but the timely payment of scheduled interest as the most-senior class and the ultimate repayment of principal by the legal final maturity date. Sunrise 2024-2 -- Class A1 Notes confirmed at AA (high) (sf) -- Class A2 Notes confirmed at AA (high) (sf) -- Class B Notes confirmed at AA (low) (sf) -- Class C Notes confirmed at A (sf) -- Class D Notes confirmed at BBB (sf) -- Class E Notes confirmed at BB (high) (sf) The credit ratings of the Class A1, Class A2 (collectively, the Class A Notes), and Class B Notes address the timely payment of scheduled interest and the ultimate repayment of principal on or before the legal final maturity date in October 2049. The credit ratings of the Class C, Class D, and Class E Notes address the ultimate payment of interest but the timely payment of scheduled interest when they become the senior-most tranche and the ultimate repayment of principal on or before the legal final maturity date. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the August 2025 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables for Sunrise 2021-2 and considering the potential portfolio migration based on replenishment criteria set forth in the transaction legal documents for Sunrise 2024-2; -- Current available credit enhancement to the rated notes to cover the expected losses at their respective credit rating levels; and -- No revolving termination events have occurred for Sunrise 2024-2. The transactions are securitizations of unsecured Italian consumer loan receivables granted to retail clients and originated by Agos Ducato S.p.A (the originator). The portfolios comprise new and used automobile loans, personal loans, furniture loans, and other-purpose loans. Sunrise 2021-2 closed in October 2021 and included an initial one-year revolving period, which ended on the November 2022 payment date, while Sunrise 2024-2 closed in September 2024 and includes a 16-month revolving period. The revolving period may end earlier than scheduled if certain events occur, such as the breach of performance triggers, insolvency of the originator, or replacement of the servicer. PORTFOLIO PERFORMANCE -- For Sunrise 2021-2, as of the August 2025 payment date, loans that were one to two months and two to three months delinquent represented 0.6% and 0.4% of the portfolio balance, respectively, while loans more than three months delinquent represented 1.0%. Gross cumulative defaults amounted to 2.9% of the aggregate original and subsequent portfolios, while the cumulated recoveries including those deriving from repurchased of defaulted receivables amount to 36.4% of the cumulative defaults. -- For Sunrise 2024-2, as of the August 2025 payment date, loans that were one to two months and two to three months delinquent represented 0.5% and 0.2% of the portfolio balance, respectively, while loans more than three months delinquent represented 0.8%. Gross cumulative defaults amounted to 0.7% of the aggregate original and subsequent portfolios while the cumulated recoveries including those deriving from repurchased of defaulted receivables amount to 1.7% of the cumulative defaults. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS received updated historical vintage data from the originator and updated its base case PD and LGD assumptions for Sunrise 2021-2 to 5.3% and 80.0% and for Sunrise 2024-2 to 5.0% and 80.0%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior notes and the cash reserve provides CE to the rated notes. As of the August 2025 payment date, the CE was as follows: -- Sunrise 2021-2: CE to the Class B, Class C, Class D, and Class E Notes was 73.9%, 44.1%, 29.6% and 20.7% compared to 48.0%, 28.6%, 19.2% and 13.4%, respectively at the time of last annual review. -- Sunrise 2024-2: CE to the Class A, Class B, Class C, Class D, and Class E Notes was 21.9%,14.8%, 8.8%, 5.8% and 3.2%, unchanged from closing. The transactions benefit from several reserves. The non amortizing payment interruption risk reserve account with a current balance of EUR 4.2 million and EUR 13.7 million for Sunrise 2021-2, and Sunrise 2024-2 respectively, is available to cover senior expenses and interest payments on the rated notes, providing liquidity support to the transaction. Additionally, for Sunrise 2021-2 credit support is provided through an amortizing cash reserve with a target balance equal to 2.5% of the outstanding performing collateral principal. The current balance of the cash reserve is EUR 6.2 million and can be used to offset the principal losses of defaulted receivables. The reserve is currently at its target. The transactions' structures additionally provision for a rata posticipata cash reserve, which mitigates the liquidity risk arising from flexible loans. This reserve will only be funded if, for two consecutive payment dates, the outstanding balance of the flexible loans in relation to which the debtors have exercised the contractual right to postpone the payments is higher than 5% of the outstanding balance of all flexible loans. As of the August 2025 payment date, this condition had not been breached for neither of the transactions. Crédit Agricole Corporate & Investment Bank (CA-CIB), Milan Branch is the account bank for the transactions. Based on Morningstar DBRS' private credit rating on CA-CIB, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the rated notes. CA-CIB is also the swap counterparty for the transactions and meets the criteria to act in such capacity based on its private credit rating. The downgrade provisions outlined in the transaction documents are consistent with Morningstar DBRS' criteria with respect to a swap provider. Notes: All figures are in euros unless otherwise noted. =================== L U X E M B O U R G =================== ARVOS HOLDCO: S&P Downgrades ICR to 'CCC+', Outlook Stable ---------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit rating on industrial heat exchange provider Arvos HoldCo S.a.r.l. to 'CCC+' from 'B-'. S&P lowered its issue rating on the EUR175 million first-lien term loan B (TLB) at Arvos Bidco to 'CCC+' from 'B-', and its issue rating on the EUR30 million HoldCo loan to 'CCC-' from 'CCC'. The '3' and '6' recovery ratings on the debt remain unchanged. S&P said, "Our stable outlook reflects our expectation that S&P Global Ratings-adjusted leverage will remain elevated at more than 7.0x with negative FOCF generation on the back of weak operating performance, leaving the capital structure unsustainable over the long term. However, we expect Arvos to generate and secure sufficient funds to remain current on its obligations at least over the next 12 months." Arvos HoldCo continues to underperform relative to our expectations, with weak order intake and a shrinking backlog constraining revenue visibility for fiscal years 2026 and 2027 (fiscal year ends March 31). S&P now anticipates a revenue decline of about 14.7% in fiscal 2026, compared with our earlier assumption of broadly stable to growing top line. S&P said, "We are now forecasting S&P Global Ratings-adjusted EBITDA of about EUR35 million in fiscal 2026, versus about EUR50 million in our prior base case, reflecting significantly lower project volumes despite some margin recovery. We expect adjusted leverage to remain above 7x and free operating cash flow (FOCF) to remain negative at up to EUR10 million for fiscal 2026. "As a result, we view Arvos' capital structure as unsustainable in the longer term, as we do not expect any material improvement in operating performance over the next 12-18 months and tightening liquidity headroom, but we see no imminent default risk." Low order intake and declining backlog will depress revenue development over the next six-18 months. Arvos reported order intake of about EUR62.5 million at end-July 2025, substantially below expectations across both divisions, Ljungström (LJU) and Schmidtsche Schack (SCS). The decline was most pronounced at SCS, where customers in the petrochemical and refining sectors continue to defer investment decisions. Larger project awards remain delayed, reflecting subdued investment cycles and structural uncertainty in these end markets. At LJU, order intake has also softened, reflecting the ongoing contraction in coal-fired power investment in mature markets. While demand persists in areas such as replacement parts, efficiency retrofits, and selective biomass conversion projects, these volumes remain well below historical levels. Initial orders tied to carbon capture and related decarbonization technologies are emerging, but are not yet sufficient to compensate for the weakness in the traditional thermal segment. At end-July, the group's backlog amounted to EUR65.1 million at LJU and EUR71.6 million at SCS, equivalent to roughly six months of revenue coverage compared with a historical average of nine-12 months. S&P now forecasts Arvo's revenue will decline by about 15% in fiscal 2026 to about EUR265 million. In addition, it understands that the group will pause its U.S. offshore wind activities following material project delays, cost overruns, and the cancellation of new projects, which further reduces revenue prospects. Challenging end markets constrain recovery prospects. S&P said, "Arvos has undertaken restructuring initiatives and selective pricing actions, but we still believe demand from its core markets remains weak. The group's traditional engineering businesses in coal power generation and chemicals face subdued demand, high competition, and a cautious investment climate, particularly in Europe and to some extent in North America. Meanwhile, U.S. offshore wind remains volatile, with project cancellations, execution risks, and political and regulatory uncertainty continuing to undermine visibility. Growth opportunities in carbon capture and emerging markets provide some diversification, but we do not expect these to offset the current revenue shortfalls in the group's core divisions over the next 12-18 months." S&P Global Ratings expects EBITDA generation to remain weak, leaving leverage relatively high and FOCF negative. S&P said, "We now forecast S&P Global Ratings-adjusted EBITDA of about EUR35 million in fiscal 2026, compared with our prior base-case assumption of about EUR50 million. The shortfall is primarily driven by lower project volumes, despite margins recovering to about 14% in fiscal 2026 from 10% in fiscal 2025 as one-off charges tied to offshore wind execution issues are no longer recurring. However, the recovery in profitability is insufficient to offset lower revenue, leaving absolute earnings materially below prior expectations. We further expect the operating environment to remain challenging in fiscal 2027, reflecting the weak order intake and declining order backlog. Consequently, we expect adjusted debt to EBITDA to remain above 7x in fiscal 2026, compared with below 6x in our prior forecast. We also anticipate a second consecutive year of negative FOCF, reflecting weaker earnings, lower prepayments on new orders, and ongoing challenges in receivables collections. These factors further limit financial flexibility and prolong pressure on liquidity." Liquidity is tightening on maturing short-term facilities. At the end of August, the group's liquidity reserves stood at about EUR30 million, providing a buffer of EUR20 million against its minimum liquidity covenant of EUR10 million. Weak EBITDA generation and delayed receivables collection in the offshore wind segment are resulting in persistent negative FOCF generation of about EUR10 million over the next 12 months and are pressuring liquidity. In addition, several smaller facilities amounting to about EUR13 million mature within the next 12 months. The resolution of these collection issues would provide some relief to the liquidity situation in the near term. On the positive side, the principal shareholder has demonstrated support to the liquidity situation by guaranteeing some of the short-term facilities to bridge the time until the offshore wind receivables have been collected. Nevertheless, reliance on such external funding underscores the company's limited sources of liquidity. S&P does not foresee a default within the next 12 months at this time; however, it views heightening refinancing risk of its capital structure (EUR175 million TLB due in August 2027 and EUR28 million revolving credit facility [RCF] due in May 2027) on sustained weak earnings outlook and negative FOCF. S&P said, "The stable outlook reflects our view that the group will continue to face challenges on its trading performance as a result of the macroeconomic and competitive environment resulting in dampened profitability. We expect EBITDA margins to be about 14% in fiscal 2026, resulting in S&P Global Ratings-adjusted leverage remaining elevated at more than 7.0x with EUR10 million negative FOCF. However, we expect Arvos should be able to remain current on its obligations over the next 12 months." S&P could lower its rating on Arvos if: -- A persistent cash flow deficit diminishes its liquidity; and Its operating performance deteriorates and significantly weakens credit metrics, causing us to believe the company could default on its debt, or engage in a transaction S&P views as tantamount to a default, over the next 12 months. -- This could occur if the operating performance of the group does not materially improve, and the company is unable to generate sustainable positive FOCF. S&P could also lower its rating if Arvos breaches its covenants or if it sees an increasing probability of a covenant breach under the company's debt facilities that is not swiftly addressed. S&P could raise its rating on Arvos if: -- The company is able to sustainably improve its profitability and generate positive FOCF, strengthening its liquidity and generating a funds from operations to cash interest coverage ratio of at least 1.5x; and -- It addresses its debt maturities in time. FORESEA HOLDING: S&P Affirms 'B' ICR & Alters Outlook to Positive ----------------------------------------------------------------- S&P Global Ratings revised its outlook on offshore drilling company Foresea Holding S.A. to positive from stable and affirmed its 'B' issuer credit rating. S&P also affirmed its 'B+' issue-level rating on the company's senior secured debt; the '2' recovery rating is unchanged. The positive outlook reflects S&P's expectation that Foresea will maintain very low leverage thanks to efficient operations and continued recontracting. S&P expects Foresea's cash flow to increase on continued sound operating performance. Since last year, the company has extended existing contracts or signed new contracts at higher day rates, benefiting from good industry dynamics. S&P said, "We forecast it will maintain high average uptime rates of about 95% for the next two years, similar to the 95.7% in the first half of 2025. With that, we estimate Foresea will sustain its EBITDA margin of 41%-42% in 2025 and 2026, despite lower revenue during the special periodic survey of its Norbe IX and ODN II drillships." Foresea's US$1.6 billion backlog continues to provide revenue predictability for the coming years. With its fleet fully contracted until the end of 2026, and three of the drillships contracted until late 2027 or 2028, we expect revenue to increase over the next two years. S&P also believes that the company is relatively well positioned to sign new contracts with Petroleo Brasileiro S.A. (Petrobras, Brazil's national oil and gas company), given Foresea's operational capacity to meet Petrobras' requirements and also considering Petrobras' capital expenditure (capex) plan for the next few years. S&P said, "We expect the company to maintain a prudent approach to leverage and shareholder distributions. The company has a lean capital structure, with only one debt issuance of US$300 million, maturing in 2030. We expect increased cash flow generation will be sufficient to meet capex needs (which are higher this year because of the survey period and should go down from 2026 on) and distribute dividends, as the company has been doing since last year. We expect the company to maintain gross debt to EBITDA below 1.5x over the next two years, because we don't incorporate any new debt requirements. "Our expectation that the company will maintain lower leverage partly mitigates its smaller scale and diversification than peers and could allow for a one-notch upgrade in the future. Foresea operates a fleet of six offshore drilling rigs only in Brazil, with most of its revenue derived from contracts with Petrobras. While the company has demonstrated a track record of contract renewals with Petrobras, we view this concentration as a constraint on its credit profile compared to larger, more diversified peers, such as Noble Corp. PLC, Seadrill Ltd., and Valaris Ltd. "The positive outlook reflects our expectation that Foresea will maintain very low leverage while increasing EBITDA generation over the next two years. This is thanks to higher day rates in existing contracts and our assumption that the company will maintain efficient operations while continuing to sign new contracts at attractive prices. "We could change the outlook to stable if the company were to be more aggressive on dividend payouts or post weaker profitability and, consequently, higher leverage than we expect. This could result from longer-than-expected maintenance stoppages leading to lower uptime rates. In these scenarios, debt to EBITDA would likely be around 2x, and liquidity could weaken. "We could raise Foresea's rating in the next 12 months if it continues to reduce leverage, with increasing EBITDA generation allowing the company to maintain debt to EBITDA below 1.5x and funds from operations to debt above 60%. An upgrade would also depend on our view that the company will maintain a disciplined approach to shareholder distributions, sustaining its comfortable liquidity." ===================== N E T H E R L A N D S ===================== BOELS TOPHOLDING: S&P Affirms 'BB' ICR, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'BB' ratings on Boels Topholding B.V. and its senior debt instruments. The recovery rating of '3' on the debt indicates its expectation of meaningful recovery (50%-70%; rounded estimate: 50%) in the event of a default. The stable outlook reflects S&P's expectation that the group can maintain adjusted EBITDA margins higher than 33% and keep leverage below 4x, coupled with good cash interest coverage and adequate liquidity. S&P said, "A tough operating environment has led to weaker demand for Boels' products and services in some end markets, which we expect will weigh on profitability in 2025. Boels' first half of the year was characterized by a slower-than-expected recovery in key countries, such as Sweden and Germany, after market conditions bottomed out in 2024 amid subdued construction output due to high interest rates and inflation. Despite some early signs of improvements, equipment rental volumes remain constrained in both countries by weak business sentiment across the generalist rental space. We expect a limited recovery in the second half of the year, so we now expect flattish organic growth for the group compared with organic growth of about 2% in our previous base case. In our opinion, lower volumes and pricing pressure in a subdued operating environment will weigh on Boel's profitability, with S&P Global Ratings-adjusted EBITDA margins forecast to stay at about 34%. We expect business conditions to moderately improve in 2026, when we forecast approximately 2% growth, mostly driven by increased government-backed infrastructure spending recently announced in Germany as well as by contributions from bolt-on acquisitions. We expect profitability to improve in 2026, with margins rising to about 35%, as a result of cost-cutting initiatives and additional synergies from the full integration of Riwal." Higher tariffs are not affecting Boels' business directly, but they are dampening business sentiment and recovery prospects in construction across major markets. Boels has no direct exposure to tariffs because the group has no footprint in the U.S. S&P said, "At the same time, we understand macroeconomic uncertainty linked to impacts from tariffs is affecting consumer confidence and the business sentiment. Delayed projects and paused investments in the construction industry and among industrial customers weighed on the group's anticipated organic growth and profitability improvements in the first half of the year. This could further disrupt the group's operating performance in the second half, given limited visibility of short-term rental contracts. We understand the group is trying to mitigate lower demand for generalist equipment used in the construction sector by increasing the group's offering in the specialist segment where the business is more diversified and Boels has higher pricing power." S&P said, "We still expect the group to prioritize positive FOCF generation, supported by reduced capital expenditure (capex) and improved working capital management, translating into ample liquidity. Like its peers, Boels intends to reduce its investments in new equipment fleets, since underlying markets are less buoyant than previously anticipated. We expect its capex to total approximately EUR420 million--or about 22% of the group's sales per year, which is well below the historical levels of 25%-30% of sales in recent years. Previously, Boels had invested heavily in new equipment, which kept its fleet age constant while steadily increasing its value. The decrease in capex should support FOCF of about EUR85 million in 2025. The group is also proactively optimizing the management of its fleet and spare parts, which should translate into a better working capital performance for the rest of the year, in line with our previous expectations. The group's liquidity remains ample, supported by its undrawn EUR300 million revolving credit facility (RCF) and a well-spread debt maturity profile, with no meaningful maturity before 2029, when its EUR400 million senior secured notes are due. "We expect debt to EBITDA to return to below 4x but that deleveraging will take longer than previously expected. As result of the weaker-than-anticipated performance in 2025, we now expect the group's deleveraging trajectory to be slower, although S&P Global Ratings-adjusted debt to EBITDA will likely be below 4.0x over the next 12 months. We note that the group's long-term leverage target of 3.5x supports our rating; however, there is uncertainty regarding the timeline for deleveraging in the challenging environment. In addition, since the rental equipment market remains highly fragmented, and consolidation is progressing, Boels could continue to make opportunistic acquisitions in 2025 and 2026, further slowing the forecast improvements in credit metrics. That said, any such acquisitions would likely be bolt-on in nature, in our view. Nevertheless, rating headroom is thinner and any further departure from the deleveraging trajectory could pressure the ratings. This could result from any sizable debt-funded acquisition or a slower-than-expected recovery in underlying markets. "The stable outlook indicates that we expect the group's profitability and credit metrics will remain commensurate with a significant financial risk profile. Specifically, we expect adjusted EBITDA margins higher than 33%, with adjusted debt to EBITDA sustainably below 4.0x and adjusted funds from operations (FFO) to debt higher than 20% over our 12-month rating horizon." S&P could lower its rating in the next 12 months if subdued demand in key regions persisted through 2026, leading to revenue and EBITDA growth being less than S&P currently forecasts, and, as a result: -- Adjusted debt to EBITDA rises above 4x; -- Adjusted FFO to debt falls below 20%; -- FOCF remains negative; and -- Profitability margins fall below 33%. S&P said, "This could occur if an economic downturn and weaker industrial production erode conditions in the equipment rental market more than we currently expect. We could also downgrade Boels if it makes another sizable acquisition that significantly increases its debt." S&P currently sees an upgrade as unlikely. However, it could take a positive rating action if: -- The group demonstrates a commitment to maintaining debt to EBITDA close to 2.0x or lower and FFO to debt higher than 30%, on a sustainable basis; -- The company maintains positive FOCF; and -- Adjusted debt to EBITDA has a limited risk of increasing beyond 3.0x. =============== P O R T U G A L =============== BANCO COMMERCIAL PORTUGUESE: DBRS Hikes AT1 Instruments to 'BB' --------------------------------------------------------------- DBRS Ratings GmbH upgraded the credit ratings on Banco Comercial Portuguese, S.A. (BCP or the Bank)'s Additional Tier 1 Instruments (AT1) to BB from BB (low). This reflects Morningstar DBRS' incorporation of positive developments at BCP that are beneficial for holders of the Bank's AT1 instruments. The trend remains Stable as it mirrors the trend on the Long-Term credit ratings. A full list of the rating actions is included at the end of this press release. KEY CREDIT RATING CONSIDERATIONS Morningstar DBRS' notching from the Intrinsic Assessment (IA) for AT1 Instruments can typically range between 3 notches and 6 notches, reflecting that AT1 obligations are deeply subordinated and constitute the most junior debt instruments of the Bank. They are perpetual in tenor and can be written down in part or in full if the Issuer or Regulator determines there is a Trigger Event. Morningstar DBRS considers both the probability of BCP tripping the capital trigger, as well as expected recovery levels, when assessing the notching between BCP's IA and the AT1 ratings. For BCP the trigger level for write-downs is set at a minimum CET1 ratio of 5.125% and noteholders could lose all or some of their principal as a result of a write down. In reducing the notching of BCP's AT1s to four from five notches below the IA, Morningstar DBRS takes into account the Bank's substantial buffer of 11.075% between the 5.125% trigger and the Bank's current 16.2% CET1 capital ratio as of June 2025. In addition, the reduced notching also incorporates the strengths of BCP's business model, its leading market positions and solid capital as well as the improvement in the risk profile in recent years which, in Morningstar DBRS' view, have contributed to overall improved fundamentals. Morningstar DBRS also notes that while the notes can be written up in part or in full at the full discretion of the Issuer, there are required conditions of positive and distributable net income which need to be met. Banco Comercial Portuguese can cancel interest payments on the AT1 Notes in part or in total and under some circumstances may be required to cancel interest payments. CREDIT RATING DRIVERS The AT1 rating will move in tandem with BCP's Long-Term Issuer Rating. BCP's ratings would be upgraded if the Bank is able to sustain its profitability and asset quality in its domestic and international operations, notably in Poland, while also maintaining strong capital levels. Conversely, the ratings would be downgraded if there is a significant deterioration in the Bank's risk profile and/or profitability that could result in lower capital buffers. CREDIT RATING RATIONALE Franchise Combined Building Block Assessment: Good/Moderate Earnings Combined Building Block Assessment: Good/Moderate Risk Combined Building Block Assessment: Good/Moderate Funding and Liquidity Combined Building Block Assessment: Good Capitalization Combined Building Block Assessment: Good/Moderate Notes: All figures are in euros unless otherwise noted. ========= S P A I N ========= AUTONORIA SPAIN 2023: DBRS Confirms BB(high) Rating on F Notes -------------------------------------------------------------- DBRS Ratings GmbH confirmed its credit ratings on the notes (together, the Rated Notes) issued by Autonoria Spain 2023, FT (the Issuer), as follows: -- Class A Notes at AAA (sf) -- Class B Notes at AAA (sf) -- Class C Notes at AA (high) (sf) -- Class D Notes at AA (sf) -- Class E Notes at BBB (sf) -- Class F Notes at BB (high) (sf) The credit ratings on the Class A Notes and the Class B Notes address the timely payment of interest and the ultimate repayment of principal by the final maturity date in September 2041. The credit ratings on the Class C Notes, Class D Notes, Class E Notes, and Class F Notes address the ultimate repayment of interest (timely when most senior) and the ultimate repayment of principal by the final maturity date. CREDIT RATING RATIONALE The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the August 2025 payment date; -- Probability of default (PD), loss given default (LGD), and expected net loss assumptions on the remaining receivables; -- Current available credit enhancement to the Rated Notes to cover the expected losses at their respective credit rating levels. The transaction is a securitization backed by retail auto loan receivables associated with a portfolio of loans granted by Banco Cetelem S.A.U. (Banco Cetelem) to Spanish borrowers for the purchase of new and used vehicles, motorbikes, and recreational vehicles. The transaction closed in September 2023 with an initial collateral portfolio of EUR 575.0 million and included an initial six-month revolving period, which ended on the April 2024 payment date. PORTFOLIO PERFORMANCE As of the August 2025 payment date, loans that were 30 to 60 days delinquent and 60 to 90 days delinquent represented in both cases 0.1% of the outstanding portfolio balance, while loans more than 90 days delinquent amounted to 0.2%. Cumulative defaults, defined as receivables that are at least 5 monthly instalments in arrears and/or have been declared due and payable by the servicer, have amounted to 1.08% of the aggregate initial collateral balance, up from 0.33% at las annual review, of which only 5.7% has been recovered to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS received updated historical vintage data from the originator and updated its base case PD and LGD assumptions to 2.8% and 77.0%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior class of notes provides credit enhancement to the Rated Notes. As of the August 2025 payment date, credit enhancements to the Class A, Class B, Class C, Class D, Class E, and Class F Notes have remained unchanged since closing at 15.8%, 14.8%, 10.3%, 8.3%, 3.5%, and 2.3%, respectively, because of the currently pro rata amortization of the notes. If a sequential redemption event is triggered, the principal repayment of the notes will become sequential and nonreversible. The transaction benefits from a liquidity reserve, which is available to cover senior expenses, swap payments, and interest on the Rated Notes, only in a restricted scenario where principal collections are insufficient to cover shortfalls. The reserve was funded at closing to EUR 8.43 million and has a target balance equal to 1.50% of the aggregate outstanding balance of the Rated Notes, subject to a floor of EUR 3.37 million. As of the August 2025 payment date, the reserve was at its target balance of EUR 5.54 million. BNP Paribas S.A., Sucursal en España acts as the issuer account bank for the transaction. Based on Morningstar DBRS' private credit rating on BNP Paribas S.A., Sucursal en España, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to issuer account bank to be consistent with the credit ratings assigned to the Rated Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Banco Cetelem acts as the swap counterparty for the transaction, whose obligations under the swap agreements are in turn is guaranteed by BNP Paribas S.A. Morningstar DBRS' Long Term Critical Obligations Rating on BNP Paribas S.A. at AA (high) is consistent with the first credit rating threshold as described in DBRS Morningstar's "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. BBVA CONSUMER 2024-1: DBRS Confirms B(low) Rating on D Notes ------------------------------------------------------------ DBRS Ratings GmbH confirmed its credit ratings on the notes (the Rated Notes) issued by BBVA Consumer Auto 2024-1 FT (the Issuer), as follows: -- Class A Notes confirmed at AA (sf) -- Class B Notes confirmed at A (high) (sf) -- Class C Notes confirmed at A (low) (sf) -- Class D Notes confirmed at B (low) (sf) -- Class Z Notes confirmed at BBB (high) (sf) The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date in March 2038. The credit ratings on the Class B, Class C, and Class D Notes address the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. The credit rating on the Class Z Notes addresses the ultimate payment of interest and principal by the legal final maturity date. The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies and defaults, as of the June 2025 payment date. -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables, and -- Current available credit enhancement to the rated notes to cover the expected losses at their respective credit rating levels. The transaction is a static securitization of Spanish auto loan contracts originated and serviced by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA). The portfolio comprises loans granted to individuals residing in Spain for the purchase of new or used vehicles through BBVA's car dealer network. The transaction closed in September 2024 with an initial collateral balance of EUR 1.0 billion. PORTFOLIO PERFORMANCE As of the June 2025 payment date, loans that were 30 to 60 days and 60 to 90 days delinquent represented 0.8% and 0.5% of the portfolio balance, respectively, while loans more than 90 days delinquent amounted to 0.4%. The gross cumulative default ratio was 0.3% of the aggregate initial portfolio balance, with cumulative recoveries of 8.2% to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and maintained its base case PD and LGD assumptions at 3.8% and 59.0%, respectively. CREDIT ENHANCEMENT The subordination of the junior notes provides credit enhancement to the Class A through Class D Notes, while the Class Z Notes benefit solely from the excess spread (to the extent available). As of the June 2025 payment date, the Class A, Class B, Class C, and Class D Notes' credit enhancement remained unchanged since issuance at 8.0%, 4.0%, 0.8%, and 0.0%, respectively, because of the pro rata amortization of the notes. If a sequential redemption event is triggered, the principal repayment of the notes will become sequential and nonreversible. The transaction benefits from a cash reserve providing liquidity support. Funded at closing to EUR 5.0 million using the proceeds from the Class Z Notes issuance, the reserve amortizes to a target amount equal to 0.5% of the aggregate outstanding Class A and Class B Notes balance, subject to a floor of EUR 2.0 million. As of the June 2025 payment date, the reserve was at its target level of EUR 4.1 million. The reserve is available to cover senior fees and expenses as well as interest payments on the Class A and Class B notes. BBVA acts as the account bank for the transaction. Based on BBVA's reference credit rating of AA (low), which is one notch below its Morningstar DBRS Long Term Critical Obligations Rating (COR) of AA, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Rated Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. BBVA also acts as the swap counterparty for the transaction. Morningstar DBRS' COR of AA on BBVA is consistent with the first credit rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. SANTANDER CONSUMO 9: DBRS Gives Prov. B(low) Rating on E Notes -------------------------------------------------------------- DBRS Ratings GmbH assigned provisional credit ratings to the following notes (the Rated Notes) to be issued by Santander Consumo 9 FT (the Issuer): -- Class A Notes at (P) AA (sf) -- Class B Notes at (P) AA (low) (sf) -- Class C Notes at (P) A (high) (sf) -- Class D Notes at (P) BBB (high) (sf) -- Class E Notes at (P) B (low) (sf) Morningstar DBRS does not rate the Class F Notes (collectively with the Rated Notes, the Notes) also expected to be issued in the transaction. The credit rating on the Class A Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the final maturity date. The credit ratings on the Class B, Class C, and Class D Notes address the ultimate payment of interest (timely when most senior) and the ultimate repayment of principal by the final maturity date. The credit rating on the Class E Notes addresses the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. The transaction is a securitization of a portfolio of fixed-rate, unsecured, amortizing personal loans granted without a specific purpose to private individuals domiciled in Spain and serviced by Banco Santander SA (Santander). CREDIT RATING RATIONALE Morningstar DBRS based its provisional credit ratings on the following analytical considerations: -- The transaction's structure, including the form and sufficiency of available credit enhancement to withstand stressed cash flow assumptions and repay the Issuer's financial obligations according to the terms under which the Rated Notes are issued; -- The credit quality of the collateral, historical and projected performance of Santander's portfolio, and Morningstar DBRS' projected performance under various stress scenarios; -- An operational risk review of Santander's capabilities with regard to its originations, underwriting, servicing, and financial strength; -- The transaction parties' financial strength with regard to their respective roles; -- The expected consistency of the transaction's structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology; and -- Morningstar DBRS' long-term sovereign credit rating on the Kingdom of Spain, currently at A (high) with a Stable trend. TRANSACTION STRUCTURE The transaction includes a 10-month scheduled revolving period. During the revolving period, the originator may offer additional receivables that the Issuer will purchase, provided that the eligibility criteria and concentration limits set out in the transaction documents are satisfied. The revolving period may end earlier than scheduled if certain events occur, such as the originator's insolvency, the servicer's replacement, or the breach of performance triggers. The transaction allocates payments on a combined interest and principal priority of payments and benefits from an amortizing cash reserve equal to 1.5% of the Rated Notes' outstanding balance, subject to a floor of 0.5% of the initial Rated Notes amount. The cash reserve is part of the interest funds available to cover shortfalls in senior expenses, senior swap payments, and interest on the Class A, Class B, Class C, and Class D Notes and, if not deferred, the Class E Notes. The repayment of the Rated Notes after the end of the revolving period will be on a pro rata basis until a sequential amortization event. Upon the occurrence of a subordination event, the repayment of the Notes will switch to a nonreversible sequential basis. The unrated Class F Notes will begin amortizing immediately after transaction closing during the revolving period, with a target amortization equal to 10% of the initial balance on each payment date. Interest and, if applicable, principal payments on the Notes will be made quarterly. At closing, the weighted-average portfolio yield is expected to be at least 6.5%, which is one of the portfolio concentration limits during the revolving period. TRANSACTION COUNTERPARTIES Santander is the account bank for the transaction. Based on Morningstar DBRS' Long-Term Issuer Rating of A (high) on Santander, the downgrade provisions outlined in the transaction documents, and other mitigating factors in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Rated Notes. Santander is also the swap counterparty for the transaction. Morningstar DBRS' Long-Term Issuer Rating of A (high) on Santander meets Morningstar DBRS' criteria with respect to its role. The transaction also has downgrade provisions that are largely consistent with Morningstar DBRS' criteria. Notes: All figures are in euros unless otherwise noted. SECUCOR FINANCE 2025-1: DBRS Gives Prov. B(low) Rating on E Notes ----------------------------------------------------------------- DBRS Ratings GmbH assigned provisional credit ratings to the following classes of notes (collectively, the Rated Notes) to be issued by Secucor Finance 2025-1 DAC (the Issuer): -- Class A1 Notes at (P) AA (sf) -- Class A2 Notes at (P) AA (sf) -- Class B Notes at (P) A (low) (sf) -- Class C Notes at (P) BBB (low) (sf) -- Class D Notes at (P) BB (low) (sf) -- Class E Notes at (P) B (low) (sf) -- Class G Notes at (P) A (high) (sf) Morningstar DBRS did not rate the Class F Notes (together with the Rated Notes, the Notes) also expected to be issued in this transaction. The credit ratings of the Class A1 and Class A2 Notes address the timely payment of scheduled interest and the ultimate repayment of principal on or before the legal final maturity date. The credit ratings of the Class B, Class C, Class D and Class E Notes address the ultimate payment of interest but the timely payment of scheduled interest when they become the senior-most tranche and the ultimate repayment of principal on or before the legal final maturity date. The credit rating of the Class G Notes addresses the ultimate payment of interest and the ultimate repayment of principal on or before the legal final maturity date. The transaction is a securitization of fixed- or zero-interest rate charge card, consumer, and other purpose loans granted to private individuals residing in Spain by Financiera El Corte Inglés (FECI). FECI is also the initial servicer of the transaction, which has no exposure to balloon payments or residual value. Unlike the previously issued 2013-I and 2021-1 Secucor Finance transactions, this transaction contemplates a pro rata/sequential redemption feature during the amortization period. CREDIT RATING RATIONALE Morningstar DBRS' credit ratings are based on the following analytical considerations: -- The transaction's structure, including the form and sufficiency of available credit enhancement to withstand stressed cash flow assumptions and repay the Issuer's financial obligations according to the terms under which the Rated Notes are issued -- The credit quality and the diversification of the collateral portfolio, its historical performance, and the projected performance under various stress scenarios -- The operational risk review of FECI's capabilities with regard to originations, underwriting, servicing, and financial strength -- The transaction parties' financial strength with regard to their respective roles -- The expected consistency of the transaction's structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology -- Morningstar DBRS' long-term sovereign credit rating of the Kingdom of Spain, currently A (high) with a Stable trend TRANSACTION STRUCTURE The transaction includes a 36-month scheduled revolving period during which the Issuer is able to purchase additional loan receivables, subject to the eligibility criteria and concentration limits set out in the transaction documents. The revolving period may end earlier than scheduled if certain events occur, such as the insolvency of FECI as the originator, the replacement of FECI as the servicer, or the breach of performance triggers. The transaction allocates collections in separate interest and principal priorities of payments and benefits from an amortizing reserve equal to [1]% of the Notes' (excluding the Class G Notes) principal balances, subject to a floor of EUR [2,000,000]. This reserve will be initially funded with the Class G Notes' issuance proceeds and can be used to cover senior expenses, senior swap payments, and nondeferred interest payments on the Notes (excluding the Class G Notes) before being replenished in the interest waterfall. Principal funds can also be reallocated to cover senior expenses, senior swap payments, and interest payments on the Rated Notes (excluding the Class G Notes) if the interest collections and this reserve are not sufficient. After the end of the scheduled revolving period, the repayment of the Notes (excluding the Class G Notes) will be pro rata among the Notes (excluding the Class G Notes) until a subordination event occurs, after which the repayment of the Notes (excluding the Class G Notes) will switch to be sequential and non-reversible. In comparison, the Class G Notes will begin to be repaid with the available funds in the interest priority of payments immediately after the transaction closes. Morningstar DBRS considers the interest rate risk for the transaction to be limited as an interest rate swap is in place to reduce the mismatch between the fixed-rate collateral and the Rated Notes (excluding the Class G Notes). TRANSACTION COUNTERPARTIES Bank of New York Mellon SA/NV, Dublin Branch (BNYM) is the account bank for the transaction. Based on Morningstar DBRS' private ratings on BNYM, the downgrade provisions outlined in the transaction documents, and other mitigating factors in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned. Banco Santander S.A. is the initial swap counterparty for the transaction. Banco Santander S.A. meets the Morningstar DBRS' criteria to act in such capacity and the transaction documents contain downgrade provisions consistent with Morningstar DBRS' criteria. PORTFOLIO ASSUMPTIONS As the transaction has an unusual complexity with 13 types of consumer loans with vastly different repayment requirements and default performance, Morningstar DBRS established its expected lifetime default assumptions for each loan type and classified the loan types into four sub-groups according to key loan characteristics for the cash flow analysis. Subsequently, Morningstar DBRS constructed a portfolio lifetime expected gross default of 5.5% for this transaction based on the potential portfolio migration, the scheduled repayments and expected repayments of each loan type during the scheduled revolving period. Compared with the defaults, the recovery experience has been largely similar among all loan types except for the charge-card TSC and TS9 loans. Morningstar DBRS set the expected recovery rates of all loan types (except for the TSC and TS9 loans) at 35% and the portfolio expected recovery rate at 29.2% or portfolio loss given default (LGD) of 70.8% based on the potential portfolio migration, the scheduled repayments and expected repayments of each loan type during the scheduled revolving period. Notes: All figures are in euros unless otherwise noted. =========================== U N I T E D K I N G D O M =========================== ALEXANDER AND JAMES: Opus Restructuring Named as Administrators --------------------------------------------------------------- Alexander and James Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-005883, and Colin David Wilson and Trevor John Binyon of Opus Restructuring LLP were appointed as administrators on Sept. 16, 2025. Alexander and James engaged in import. Its registered office is at Unit I Woodside Industrial Estate, Pedmore Road, Dudley, DY2 0RL Its principal trading address is at Turret C, Harrington Mill, Leopold Street, Long Eaton, Nottinghamshire, NG10 4QE The joint administrators can be reached at: Colin David Wilson Opus Restructuring LLP Radian Court, Knowlhill Milton Keynes, MK5 8PJ -- and -- Trevor John Binyon Opus Restructuring LLP 322 High Holborn London, WC1V 7PB For further details, contact: The Joint Administrators Tel No: 020 3326 6454 Alternative contact: Mark Percival ARRANPAUL AUDIO: Leonard Curtis Named as Administrators ------------------------------------------------------- Arranpaul Audio Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number: CR-2025-001235, and Mark Colman and Megan Singleton of Leonard Curtis were appointed as administrators on Sept. 17, 2025. Arranpaul Audio engaged in support activities to performing arts. Its registered office is at 15 Olympic Court Boardmans Way, Whitehills Business Park, Blackpool, United Kingdom, FY4 5GU Its principal trading address is at Unit 3, Wyrefields, Poulton Business Park, Poulton Le Fylde, FY6 8JX The joint administrators can be reached at: Mark Colman Megan Singleton Leonard Curtis 20 Roundhouse Court South Rings Business Park Bamber Bridge Preston, PR5 6DA For further details, contact: Tel: 01772 646180 Email: recovery@leonardcurtis.co.uk Alternative contact: Yasin Hussain ARTEMIS ACQUISITIONS: S&P Affirms 'B' ICR, Outlook Stable --------------------------------------------------------- S&P Global Ratings affirmed its 'B' issuer credit rating on Artemis Acquisitions (UK) Ltd. and its 'B' issue rating on the company's EUR750 million senior secured term loan B (TLB) with a '3' recovery rating. S&P said, "The stable outlook reflects our view that PPF's operating performance should recover in the next 12-18 months and result in adjusted debt to EBITDA approaching 6.0x by 2026 and reported FOCF after leases improving significantly. S&P said, "We expect European private label pet food manufacturer Partner in Pet Food (PPF) to post a 5.5% annual decline in sales in 2025 on elevated competition. Amid an ongoing subdued consumer market and low confidence, shoppers continue to focus on value for money, leading to increased market share for private label operators over the past few years. However, competition in the pet food industry is increasing as leading brands such as Nestlé and Mars seek to regain market share from private label operators. In this challenging environment for private label operators, PPF (for which about 75% of revenue comes through private label products) reported EUR361 million revenue in first-half 2025, down 8% from first-half 2024. The decline has been exacerbated by the loss of a French customer at the end of 2024 due to more aggressive price competition from other private label operators. We factor in our analysis the customer concentration risk because the top 10 customers account for 55% of sales, which could lead to revenue volatility in case of contract loss. We do not anticipate any other major loss of contracts from 2026 when we expect about 3% top-line growth as PPF aligns pricing to the longer-than-expected promotional activities from competitors and benefit from contracts recently signed with new clients. "PPF's management is undertaking initiatives to limit profitability erosion, supporting our view that S&P Global Ratings-adjusted EBITDA margin should decline only marginally to 16.6% in 2025 from 16.7% in 2024. In first-half 2025, the company's adjusted EBITDA contracted by 14% on weaking contribution margins due to volumes lost from the end of some customer contracts and elevated logistics costs, while fixed costs decreased on lower personnel. The company has optimized marketing initiatives prioritizing volume over price that, coupled with the conclusion of previous cost saving programs and strict cost control, should enable a less severe contraction in second-half 2025 and thereby retain S&P Global Ratings-adjusted EBITDA at about EUR124 million (a 16.6% margin) in 2025, down from EUR132 million (16.7%) a year earlier. Our forecast embeds extraordinary costs related to cost optimization measures and the departure of the previous CEO, who we expect will be replaced by early 2026. "Despite the material underperformance and leverage peaking at 6.6x in 2025, PPF's credit metrics remain commensurate with the 'B' rating, with no rating headroom left. The expected contraction in EBITDA will result into leverage peaking at 6.6x in 2025 from 6.2x in 2024, before falling toward 6x by 2026 on normalizing promotional activities and a partial recovery in volumes from new contracts and reduced exceptional costs. Leverage will remain below the downside trigger for the rating of 7.0x. Reported FOCF after leases will deteriorate to EUR4 million this year, owing to working capital outflows and continued discretionary expansion capex. We expect PPF's structurally negative working capital to result in working capital outflows of about EUR8 million in 2025 with the reduction in trade payables, but supported by the company's initiative to optimize inventory levels and receivables collection. Under CVC ownership, the group continues to invest in expanding its production facilities and IT infrastructure that result in capex exceeding EUR40 million in both 2025 and 2026, which we deem partially discretionary and could be reduced in a more adverse environment. We expect a reversal in FOCF after leases to EUR30 million in 2026 driven by an increase in S&P Global Ratings-adjusted EBITDA to about EUR136 million, less severe working capital outflows and lower financial expense after the TLB repricing to 3% from 3.75% in February 2025." Liquidity remains adequate, but a slower recovery in cash flow and a delay in refinancing its RCF due in 2027 could pressure liquidity. As of June 2025, cash stood at EUR31 million, with EUR86 million available under the EUR93 million revolving credit facility (RCF). Seasonal and revenue related working capital outflows have resulted in the companies' drawing of EUR19 million in bilateral lines and EUR7 million revolver. S&P could see pressure on liquidity if operating performance would be weaker than anticipated in second-half 2025 and the RCF due in June 2027 is not refinanced in a timely manner. In 2024, CVC acquired the majority stake in Artemis, with Cinven remaining a minority shareholder. As of June 2025, CVC owns about 66% in Artemis, with 34% owned by minority shareholders, including Cinven (about 29% stake). As part of the dividend recapitalization, the group has repaid some of its shareholder loans and only EUR266 million remains outstanding as of December 2024. S&P treats as equity both the preference shares provided by CVC funds (through Woof Holdings S.a. r.l.) and the shareholder loan provided by the investment vehicle Woof Investments, the ultimate owner of Artemis Acquisitions (UK). Therefore, they do not affect S&P Global Ratings-adjusted credit metrics. S&P said, "The stable outlook reflects our view that PPF should post improved operating performance in the next 12 months, with S&P Global Ratings-adjusted EBITDA increasing to EUR136 million in 2026 from EUR124 million in 2025, supported by a partial recovery in private label volumes and cost efficiency measures. We expect adjusted debt to EBITDA to approach 6.0x from 6.6x in 2025 with recurring sizable reported FOCF after leases after being slightly positive in 2025. "We could lower the rating on PPF if the group's adjusted debt to EBITDA rises above 7.0x sustainably with no prospects of deleveraging in the next 12 months, or reported FOCF after leases is negative. This could result from a further weakening of EBITDA due to the inability to recover volumes or failure to improve profitability due to elevated price competition. We could also lower the ratings if the company shifts to a more aggressive financial policy following debt-financed acquisitions or shareholder renumeration or if liquidity weakens. "We could raise the rating if credit metrics improved sustainably such that PPF's adjusted debt to EBITDA decreases below 5x, with a clear financial policy commitment to maintain leverage at these levels. This could occur if PPF can generate much stronger EBITDA and reported FOCF after leases versus our base-case forecast, which could be because of the group increasing its scale of operations with strong organic growth through well-executed expansion in new markets, product category diversification and premiumization, or continued integration of new acquisitions." ARTHUR MIDCO: Moody's Lowers CFR to Caa1, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings has downgraded Arthur Midco Limited's (A-Gas or the company) long-term corporate family rating to Caa1 from B3 and the probability of default rating to Caa1-PD from B3-PD. Concurrently, Moody's have downgraded to Caa1 from B3 the instrument ratings of the $520 million senior secured term loan B (TLB) due 2029 and the $60 million senior secured revolving credit facility (RCF) due 2028 respectively raised by Arthur US Finco, Inc. and Arthur Bidco Limited. The outlook on all entities remains stable. RATINGS RATIONALE The downgrade of A-Gas' CFR to Caa1 reflects the continued deterioration of the company's credit metrics and liquidity profile during the first half of 2025, which was mostly driven by subdued pricing and volatile volumes for hydrochlorofluorocarbons (HCFCs) and hydrofluorocarbons (HFCs) in the US market. The downgrade also reflects Moody's views that the company's capital structure is currently unsustainable, and that Moody's considers that there is substantial uncertainty and reduced visibility around the magnitude and pace of the recovery of the company's operating performance and liquidity over the next 18 months. Governance risk considerations were a key driver for this rating action, reflecting the company's low interest coverage and aggressive liquidity management, as well as the significant operational underperformance against budget forecasts and the uncertainty around the timing and magnitude of recovery. The deterioration in earnings during the first six months of 2025 followed already significant underperformance during 2024, and contrasted with Moody's previous expectations of increased EBITDA generation in 2025 from a marginally more positive and stable operating environment and aggressive cost savings. Moody's estimates that Moody's-adjusted debt/EBITDA (pro forma for the acquisition of Refrigerant Services Inc.) for the last 12 months (LTM) ending in June 2025 increased to 8.1x from 7.1x in 2024, while proforma EBITA/Interest Expense for the same period dropped to 0.5x from 0.6x due to the impact of lower reference interest rates partially offsetting the lower earnings. Additionally, as a result of low earnings and significant interest burden, free cash flow (FCF) has been materially negative throughout 2024 and the first six months of 2025, which has consequently and substantially weakened the company's liquidity profile. Given the volatility in both HFC pricing and volumes over the past 18 months, Moody's considers that there is a high level of uncertainty regarding A-Gas' operating performance over the next 12 to 18 months. Moody's forecasts that while operating performance is likely to begin recovering over the next 12 to 18 months – supported by early signs of positive HFC pricing in Q3 2025 – Moody's-adjusted leverage will remain above 6.5x, and EBITA relative to interest expense will stay below 1.0x through the end of 2026. Additionally, Moody's expects that Moody's-adjusted free cash flow for the full year 2025 will continue to be negative (by around $24 million) before returning to a more neutral level in 2026. However, Moody's do not forecast liquidity to improve significantly by then as Moody's expects that the free cash generated will be used towards the yearly $5.2 million mandatory debt repayments under the term loan. The Caa1 CFR is also constrained by the company's (i) limited scale and significant geographical concentration in the US; (ii) product focus on a commoditised end product within a competitive, volatile and fragmented market; and (iii) significant supplier concentration. Conversely, the CFR is supported by the company's (i) leading position in the life cycle management of refrigerant gases, especially in the areas of recovery and reclamation; (ii) its significant separation capacity, and the established recovery and reclamation infrastructure network in the major markets where it operates; and (iii) its historically good profitability relative to other rated distributors of chemical goods. LIQUIDITY The company's liquidity is weak. Although the cash balance at the end of June 2025 was $27 million, the availability under the $60 million RCF was only $5.7 million. Moody's expects free cash flow generation to continue to be negative in the second half of 2025, before returning to more neutral levels in 2026. However, this would still represent a weakening of liquidity due to the mandatory debt repayments under the term loan. The debt structure includes a springing senior secured net leverage covenant set at 8.75x, tested if the RCF is drawn by more than 35%. At the end of June 2025 this ratio was 7.29x, which corresponded to 17% headroom under the covenant. ESG CONSIDERATIONS A-Gas' CIS-5 indicates that the rating is lower than it would have been if ESG risk exposures did not exist and that the negative impact is more pronounced than for issuers scored CIS-4. This mainly reflects the governance considerations associated with the company's concentrated ownership, its financial strategy and risk management, with low interest coverage and aggressive liquidity management, and its track record of operating underperformance. STRUCTURAL CONSIDERATIONS The $520 million senior secured term loan B and the $60 million senior secured RCF are rated Caa1, in line with the Caa1 CFR and reflecting both their pari passu ranking and the absence of any significant liabilities ranking ahead or behind them. The debt instruments share the same security package and are guaranteed by a group of companies representing more than 100% of the consolidated group's EBITDA on day one. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectations that operating will improve over the next next 12 to 18 months, but Moody's-adjusted debt/EBITDA will remain above 6.5x and Moody's-adjusted EBITA/Interest expense below 1.0x by the end of 2026. The outlook also reflects Moody's expectations that the company's liquidity profile will remain weak and not change significantly over this period. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if (i) the company's Moody's-adjusted Debt/EBITDA is sustainably below 6.5x; and (ii) the company's Moody's-adjusted EBITA/Interest Expense is sustainably above 1.25x; and (iii) the company generates sustainably positive free cash flow; and (iv) liquidity improves to adequate levels. Any deterioration in liquidity or failure to improve operating performance from current levels could lead to a downgrade, as could a likelihood of restructuring resulting in potentially higher losses. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Distribution and Supply Chain Services published in December 2024. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in the UK, A-Gas is a leading distributor of refrigerant gases with a focus on a number of global markets (including US, Europe and Australia). Alongside providing re-packed virgin gas to the market, the company has a large presence in the recovery and reclaim of previously used high-GWP (Global Warming Potential) refrigerant gases which are exempt of regulatory quotas. Additionally, A-Gas is also able to generate carbon credits from various activities including the destruction of ozone depleting substances (ODS) and high-GWP HFC reclamation, which it places on various voluntary and compliance carbon credits market. TPG holds a controlling stake in A-Gas, while KKR & Co. Inc. is a minority shareholder. ASHLEY MANOR: Opus Restructuring Named as Administrators -------------------------------------------------------- Ashley Manor Upholstery Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-5887, and Colin David Wilson and Trevor John Binyon of Opus Restructuring LLP were appointed as administrators on Sept. 16, 2025. Ashley Manor Upholstery is a manufacturer of sofas. Its registered office and principal trading address is at Unit I Woodside Industrial Estate, Pedmore Road, Dudley, DY2 0RL. The joint administrators can be reached at: Colin David Wilson Opus Restructuring LLP Radian Court, Knowlhill Milton Keynes, MK5 8PJ -- and -- Trevor John Binyon Opus Restructuring LLP 322 High Holborn London WC1V 7PB For further details, contact: The Joint Administrators Tel: 020 3326 6454 Alternative contact: Mark Percival BAR 2080: Carter Clark Named as Administrators ---------------------------------------------- BAR 2080 Limited was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-006429, and Jenny Poleykett and Alan Clark of Carter Clark, Recovery House, were appointed as administrators on Sept. 17, 2025. BAR 2080 Limited engaged in consultancy. Its registered office and principal trading address is at Westpoint Peterborough Business Park, Lynchwood, Peterborough, PE2 6FZ. The joint administrators can be reached at: Jenny Poleykett Alan Clark Carter Clark Recovery House 15-17 Roebuck Road Hainault Business Park Ilford Essex, IG6 3TU For further details, contact: Carter Clark Tel No: 020 8524 1447 CLL SOLUTIONS: SPK Financial Named as Administrators ---------------------------------------------------- CLL Solutions Ltd was placed into administration proceedings in the High Court of Justice Business and Property Court in Manchester Company and Insolvency List, No CR-2025-MAN-001300, and Stuart Kelly and Claire Harsley of SPK Financial Solutions Limited were appointed as administrators on Sept. 12, 2025. CLL Solutions engaged in the sale of used cars and light motor vehicles, Financial intermediation. Its registered office and Principal trading address is at Beaufort House, 113 Parson Street, Bristol, BS3 5QH. The joint administrators can be reached at: Stuart Kelly Claire Harsley SPK Financial Solutions Limited 7 Smithford Walk Prescot Liverpool L35 1SF For further details, contact: Adam Farnworth Tel No: 0151 739 2698 Email: info@spkfs.co.uk COLSHAW CONSTRUCTION: Leonard Curtis Named as Administrators ------------------------------------------------------------ Colshaw Construction was placed into administration proceedings in the High Court of Justice Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number: CR-2025-001302, and Mike Dillon and Andrew Knowles of Leonard Curtis were appointed as administrators on Sept. 15, 2025. Colshaw Construction specialized in development of building projects Its registered office is at Ebenezer House, Ryecroft, Newcastle Under Lyme, Staffordshire, ST5 2BE The joint administrators can be reached at: Mike Dillon Hilary Pascoe Leonard Curtis Irwell Street Manchester M3 5EN For further details, contact: The Joint Administrators Email: recovery@leonardcurtis.co.uk Tel: 0161 831 9999 Alternative contact: Sidhra Qadoos CORPORATE MODELLING: KRE Corporate Named as Administrators ---------------------------------------------------------- Corporate Modelling Services Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006280, and David Taylor and Paul Ellison of KRE Corporate Recovery Limited were appointed as administrators on Sept. 12, 2025. Corporate Modelling engaged in business and domestic software development. Its registered office is at 47 Oakleigh Park North, London N20 9AT Its principal trading address is at Block 6 Unit 6, West of Scotland Science Park, Kelvin Campus, Maryhill Road, Glasgow, Glasgow City G20 0SP The administrators can be reached at: David Taylor Paul Ellison KRE Corporate Recovery Limited Unit 8, The Aquarium, 1-7 King Street Reading, RG1 2AN For further information, contact: Alison Young Email: alison.young@krecr.co.uk Tel No: 01189 479090 E.M.R. SEARCH: Begbies Traynor Named as Administrators ------------------------------------------------------ E.M.R. Search & Selection Limited was placed into administration proceedings in the High Court of Justice, Court Number: CR-2025-006123, and Wayne MacPherson and Louise Donna Baxter of Begbies Traynor (Central) LLP were appointed as administrators on Sept. 17, 2025. E.M.R. Search & Selection is a recruitment agency. Its registered office is at 22 Gilbert Street, London, W1K 5HD The joint administrators can be reached at: Wayne MacPherson Louise Donna Baxter Begbies Traynor (Central) LLP 1066 London Road, Leigh-on-Sea Essex, SS9 3NA For further details, contact: Calum Wylie Begbies Traynor (Central) LLP Email: Calum.Wylie@btguk.com Tel No: 01702 467255 ELSTREE 2025-2: DBRS Gives Prov. BB(high) Rating on 2 Classes ------------------------------------------------------------- DBRS Ratings Limited assigned provisional credit ratings to the residential mortgage-backed notes to be issued by Elstree 2025-2 1ST PLC (Elstree 2025-2 or the Issuer) as follows: -- Class A notes at (P) AAA (sf) -- Class B notes at (P) AA (sf) -- Class C notes at (P) A (low) (sf) -- Class D notes at (P) BBB (low) (sf) -- Class E notes at (P) BB (high) (sf) -- Class X notes at (P) BB (high) (sf) The provisional credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal on or before the final maturity date in October 2065. The provisional credit ratings on the Class B, Class C, Class D, and Class E notes address the timely payment of interest once they are the senior-most class of notes outstanding, otherwise the ultimate payment of interest, and the ultimate repayment of principal on or before the final maturity date. The provisional credit rating on the Class X notes addresses the ultimate payment of interest and principal. Morningstar DBRS did not rate the residual certificates also expected to be issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote, special-purpose vehicle incorporated in England and Wales. The notes to be issued shall fund the purchase of residential assets originated by West One Secured Loans Limited (WOSL) part of Enra Specialist Finance Limited (Enra) in the UK. WOSL acts as the servicer of the respective loans in the portfolio. Enra is a UK specialist provider of property finance. CSC Capital Markets UK Limited will act as the backup servicer facilitator. The provisional mortgage portfolio consists of GBP 288.1 million first-lien buy-to-let and owner-occupied mortgages secured by properties in the UK. The transaction is expected to include a prefunding mechanism where the seller has the option to sell recently originated mortgage loans to the Issuer subject to certain conditions to prevent a material deterioration in credit quality (the Conditions for Acquisition of Additional Mortgage Loans). The acquisition of these assets shall occur before the first interest payment date using the proceeds standing to the credit of the prefunding reserves. Any funds that are not applied to purchase additional loans will flow through the pre-enforcement principal priority of payments and pay down the rated notes on a pro rata basis. The Issuer is expected to issue five tranches of collateralized mortgage-backed securities (the Class A, Class B, Class C, Class D, and Class E notes) to finance the purchase of the portfolio and the prefunding principal reserve ledger at closing. Additionally, the Issuer is expected to issue one class of noncollateralized notes, the Class X notes, the proceeds of which the Issuer will use to fully fund the general reserve fund (GRF) and liquidity reserve fund (LRF). The transaction is structured to initially provide 10.0% of credit enhancement to the Class A notes comprising of subordination of the Class B to Class E notes. The transaction features a fixed-to-floating interest rate swap, given the presence of a portion of fixed-rate loans (with a compulsory reversion to floating in the future), while the liabilities shall pay a coupon linked to the daily compounded Sterling Overnight Index Average. The swap counterparty to be appointed at closing will be Lloyds Bank Corporate Markets PLC (Lloyds). Based on Morningstar DBRS' credit rating on Lloyds, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to Lloyds to be consistent with the provisional credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Furthermore, Citibank, N.A., London Branch shall act as the Issuer account bank and National Westminster Bank PLC shall be appointed as the collection account bank. Both entities are privately rated by Morningstar DBRS, meet the eligible credit ratings in structured finance transactions, and are consistent with the provisional credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Credit and liquidity support is provided by a GRF that is funded at closing from the issuance of the Class X notes. The GRF is non-amortizing, sized at 1.0% of the collateralized notes balance at closing (Class A to Class E notes), minus the LRF. It covers senior fees and expenses, swap payments, interest, as well as principal deficiency ledger balances. An amortizing LRF provides further liquidity support and covers senior fees and expenses, swap payments, as well as interest shortfalls for the Class A and the Class B notes. The LRF is sized at 1.0% of Class A and Class B notes. The LRF amortizes in line with these notes with no triggers. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover for interest shortfalls of the most senior outstanding class of notes (except the Class X notes). Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement. -- The credit quality of the provisional mortgage portfolio and the ability of the servicer to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine. Morningstar DBRS analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology". -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, and Class X notes according to the terms of the transaction documents. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents. -- The sovereign credit rating of AA with a Stable trend on the United Kingdom of Great Britain and Northern Ireland as of the date of this press release. -- The expected consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the presence of legal opinions that are expected to address the assignment of the assets to the Issuer. Notes: All figures are in British pound sterling unless otherwise noted. FORTUNA CONSUMER 2024-2: DBRS Puts B Rating on F Notes on Review ---------------------------------------------------------------- DBRS Ratings GmbH and DBRS Ratings Limited placed their credit ratings on the following six European structured finance transactions Under Review with Developing Implications (UR-Dev.) following finalization of the "Interest Rate and Currency Stresses for Global Structured Finance Transactions" methodology: Fortuna Consumer Loan ABS 2024-2 Designated Activity Company: -- Class B Notes rated AA (sf) -- Class C Notes rated A (high) (sf) -- Class D Notes rated BBB (high) (sf) -- Class E Notes rated BB (high) (sf) -- Class F Notes rated B (sf) The Class A Notes credit rating, currently at AAA (sf), has not been placed UR-Dev. The credit ratings on the Class A and Class B Notes address the timely payment of scheduled interest and the ultimate repayment of principal by the legal final maturity date. The credit ratings on the Class C, Class D, Class E, and Class F Notes address the ultimate payment of interest (but timely when as the most senior class outstanding) and the ultimate repayment of principal by the legal final maturity date. FT Santander Consumo 4: -- Series A Notes rated AA (sf) -- Series B Notes rated A (high) (sf) -- Series C Notes rated A (low) (sf) -- Series D Notes rated BBB (low) (sf) -- Series E Notes rated BB (low) (sf) The credit rating on the Series A Notes addresses the timely payment of interest and the ultimate payment of principal on or before the legal final maturity date. The credit ratings on the Series B, Series C, Series D, and Series E Notes address the ultimate payment of interest and the ultimate payment of principal on or before the legal final maturity date. London Bridge Mortgages 2025-1 PLC: -- Class B Notes rated AA (low) (sf) -- Class C Notes rated A (low) (sf) -- Class D Notes rated BBB (sf) -- Class E Notes rated BB (high) (sf) -- Class F Notes rated B (high) (sf) -- Class X Notes rated CCC (sf) The Class A Notes credit rating, currently at AAA (sf), has not been placed UR-Dev. The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal on or before the final maturity date. The credit ratings on the Class B, Class C, Class D, Class E, and Class F Notes address the timely payment of interest once they are the senior-most class of notes outstanding and, until then, the ultimate payment of interest and the ultimate repayment of principal on or before the final maturity date. The credit rating on the Class X notes addresses the ultimate payment of interest and principal on or before the legal final maturity date. Pepper Iberia Consumer 2024 Fondo de Titulizacion: -- Class B Notes rated AA (high) (sf) -- Class C Notes rated AA (low) (sf) -- Class D Notes rated BBB (high) (sf) The Class A Notes credit rating, currently at AAA (sf), has not been placed UR-Dev. The credit ratings on the Class A, Class B, and Class C Notes address the timely payment of scheduled interest and the ultimate repayment of principal by the legal final maturity date. The credit rating on the Class D Notes addresses the ultimate payment of interest but timely as the most senior class outstanding and the ultimate repayment of principal by the legal final maturity date. Pierpont BTL 2024-1 Plc: -- Class B Notes rated AA (low) (sf) -- Class C Notes rated A (sf) -- Class D Notes rated BBB (high) (sf) -- Class E Notes rated BBB (low) (sf) -- Class X Notes rated BB (high) (sf) The Class A Notes credit rating, currently at AAA (sf), has not been placed UR-Dev. The credit rating on the Class A Notes addresses the timely payment of interest and ultimate payment of principal on or before the final maturity date. The credit ratings on the Class B, Class C, Class D, and Class E Notes address the timely payment of interest once they are the most senior class and the ultimate repayment of principal on or before the final maturity date. The credit rating on the Class X Notes addresses the ultimate repayment of interest and principal on or before the final maturity date. Santander Consumer Spain Auto 2023-1 FT: -- Class A Notes rated AA (sf) -- Class B Notes rated A (high) (sf) -- Class C Notes rated A (sf) -- Class D Notes rated BBB (high) (sf) -- Class E Notes rated BB (sf) The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date. The credit ratings on the Class B Notes, Class C Notes, Class D Notes, and Class E Notes address the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. KEY CREDIT RATING DRIVERS AND CONSIDERATIONS On 3 September 2025, Morningstar DBRS finalized its updated "Interest Rate and Currency Stresses for Global Structured Finance Transactions" methodology (the Methodology), which superseded the prior version "Interest Rate Stresses for European Structured Finance Transactions", published on 24 September 2024. The Methodology outlines the framework for generating interest rate and foreign exchange stresses that Morningstar DBRS uses in its analysis of structured finance transactions and covered bonds. With respect to European interest rate stresses, the Methodology updates the initial increase or decrease period to a length of four years from five years, happening in two consecutive linear steps of one and three years each, instead of a single linear step of five years. The AAA upward stress in the first year is 5.00% minus half of the spot rate value, but not lower than 2.00%, with another 3.00% increase in the subsequent three years. The AAA downward stress for the first year is -5.00%, with another -3.00% change in the subsequent three years, subject to the applicable minimum interest rate level, such as a floor downward stressed rate of -1.25% for nonnegative spot rates. For currencies whose central bank rates have always been positive to date, downward stressed rates are floored to 0%. Notes: All figures are in euros or British pound sterling unless otherwise noted. FRONTIER MORTGAGE 2025-1: S&P Assigns B(sf) Rating on Cl. F Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Frontier Mortgage Funding 2025-1 PLC's class A NRR loan note and class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes. At closing, Frontier Mortgage Funding 2025-1 also issued unrated S Certificates, RC1, RC2, and VRR Loan Note. Frontier Mortgage Funding 2025-1 securitizes a GBP1,184.5 million portfolio of first-lien owner-occupied (91.1%) and buy-to-let (8.9%) residential mortgage loans located in the U.K. The loans in the pool were originated by Santander UK between 1993 and 2025. A significant portion comprises legacy loans, with 35.1% of the pool originated prior to 2014. Although the loans were originated as prime, there are some nonconforming characteristics to the pool. A total of 15.0% of the pool is in arrears, with 14.1% of loans delinquent by more than 90 days. Approximately a third of the pool is extremely well-seasoned, resulting in the total pool having a weighted-average seasoning of just less than 10 years. The class A and B-Dfrd notes (when most senior) benefit from a liquidity facility, which is 1.5% of the higher of the class A notes' or class B-Dfrd notes' balance. This facility amortizes in line with the class A and B-Dfrd notes. Santander UK, an established and leading U.K. servicer, services the loan portfolio. S&P considers its underwriting criteria to be among the best in the market. There are no rating constraints under our counterparty, operational risk, legal, or structured finance sovereign risk criteria. Ratings Class Rating* Amount (mil. GBP) A NRR loan note§ AAA (sf) 300.000 A§ AAA (sf) 754.589 B-Dfrd AA (sf) 59.247 C-Dfrd A (sf) 29.623 D-Dfrd BBB (sf) 17.774 E-Dfrd BB (sf) 8.887 F-Dfrd B (sf) 5.925 Z NR 8.886 X-Dfrd BBB (sf) 5.925 S Certs† NR N/A RC1 NR N/A RC2 NR N/A VRR loan note** NR N/A *S&P said, "Our ratings address timely receipt of interest and ultimate repayment of principal for the class A NRR loan note and A notes, and the ultimate payment of interest and principal on the other rated notes. Our ratings also address the timely receipt of interest on the rated notes when they become most senior outstanding." Any deferred interest is due at legal final maturity. §The class A notes and class A NRR loan note are, together, the "class A notes", and rank pro rata and pari passu among themselves. †From the step-up date the S certificates pays 0.10% per annum on the outstanding collateral balance paid pro rata with the class A debt. **The VRR loan note is issued for risk retention. SONIA--Sterling Overnight Index Average. NR--Not rated. N/A--Not applicable. FYLDE FUNDING 2025-1: Moody's Assigns (P)Ba1 Rating to Cl. E Notes ------------------------------------------------------------------ Moody's Ratings has assigned provisional ratings to Notes to be issued by Fylde Funding 2025-1 PLC: GBP[ ]M Class A Mortgage Backed Floating Rate Notes due July 2057, Assigned (P)Aaa (sf) GBP[ ]M Class B Mortgage Backed Floating Rate Notes due July 2057, Assigned (P)Aa1 (sf) GBP[ ]M Class C Mortgage Backed Floating Rate Notes due July 2057, Assigned (P)A1 (sf) GBP[ ]M Class D Mortgage Backed Floating Rate Notes due July 2057, Assigned (P)Baa1 (sf) GBP[ ]M Class E Mortgage Backed Floating Rate Notes due July 2057, Assigned (P)Ba1 (sf) GBP[ ]M Class F Mortgage Backed Floating Rate Notes due July 2057, Assigned (P)B2 (sf) GBP[ ]M Class X1 Floating Rate Notes due July 2057, Assigned (P)Ba2 (sf) Moody's have not assigned provisional ratings to the subordinated GBP[ ]M Class Z Mortgage Backed Notes due July 2057 or the GBP[ ]M Class X2 Floating Rate Notes due July 2057. RATINGS RATIONALE The Notes are backed by a static pool of UK non-conforming second-lien residential mortgage loans originated by Tandem Home Loans Limited. This represents the second issuance out of the Fylde Funding label. The portfolio of assets amount to approximately GBP210 million as of August 31 pool cutoff date. The Reserve Fund will not be funded at closing, but will be funded via the Pre-Enforcement Redemption Priority of Payments to 1.6% of the initial Class A and Class B Notes principal balance, and the total credit enhancement for the Class A Notes will be 21.5 after closing, with the reserve fund fully funded. The liquidity reserve fund required amount will be tracking 1.6% of the outstanding balance of the Class A Notes and Class B Notes at the interest payment date, with excess amounts amortising down the principal waterfall. The reserve fund required amount will be reduced to zero, when its balance is sufficient to redeem Class A and Class B notes. The ratings are 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 and an amortising liquidity reserve. However, Moody's notes that the transaction features some credit weaknesses such as an unrated originator and servicer. Various mitigants have been included in the transaction structure such as CSC Capital Markets UK Limited (NR) acting as the back-up facilitator to mitigate the operational risk. To ensure payment continuity over the transaction's lifetime, the transaction documents incorporate estimation language whereby the cash manager Citibank, N.A., London Branch (Aa3(cr)/P-1(cr)) can use the three most recent servicer reports to determine the cash allocation in case no servicer report is available. Additionally, there is an interest rate risk mismatch between the 100% of loans in the pool that are fixed rate that revert to the SVR, and the Notes which are floating rate securities with reference to compounded daily SONIA. To mitigate this mismatch there will be a scheduled notional fixed-floating interest rate swap provided by Banco Santander S.A. (Spain) (A2/P-1; A3(cr)/P-2(cr)). The swap framework is in accordance with Moody's guidelines. The collateral trigger is set at loss of A3(cr) and the transfer trigger at loss of Baa3(cr). Class C note rating is constraint due to linkage to the swap counterparty. Moody's determined the portfolio lifetime expected loss of 4.8% and MILAN Stressed Loss of 21.3% 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 by us 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 4.8%: this is in line with the UK second-lien RMBS sector average and is based on Moody's assessments of the lifetime loss expectation for the pool taking into account: (i) limited performance data; (ii) the current macroeconomic environment in the United Kingdom; and (iii) benchmarking with similar transactions in the UK second-lien sector. MILAN Stressed Loss of 21.3%: this is in line with the UK second-lien RMBS sector average and follows Moody's assessments of the loan-by-loan information, taking into account: (i) 100.0% of the pool is second-lien, (ii) the originator, data quality and servicer assessment, (iii) the arrears balance (none of the loans in the pool are in arrears) and the exposure to borrowers with adverse credit; 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. 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 Notes. Factors that would lead to a downgrade of the ratings include: (i) an increase in the level of arrears resulting in a higher level of losses than forecast; (ii) increased counterparty risk leading to potential operational risk of servicing or cash management interruptions; (iii) the risk of increased swap linkage due to a downgrade of a swap counterparty ratings or (iv) economic conditions being worse than forecast resulting in higher arrears and losses. HERA FINANCING 2024-1: DBRS Confirms BB Rating on Class F Notes --------------------------------------------------------------- DBRS Ratings Limited took the following credit rating actions on the bonds (together, the Notes) issued by Hera Financing 2024-1 DAC (the Issuer): -- Class A confirmed at AAA (sf) -- Class B confirmed at AA (high) (sf) -- Class C confirmed at A (sf) -- Class D confirmed at BBB (high) (sf) -- Class E confirmed at BBB (low) (sf) -- Class F confirmed at BB (sf) The trend on all the Notes is Stable. CREDIT RATING RATIONALE The credit rating actions follow a review of the transaction's performance over last year, including the amount of disposal proceeds applied to the Notes. The Stable trend is primarily driven by the stable performance of the loan in line with the initial Morningstar DBRS stressed expectations over the 12-month period. Since issuance, a GBP 550,000 loan prepayment occurred because of the disposal proceeds achieved from the partial sale of a portion of one property in April 2025. The transaction is the partial securitization of a GBP 520.0 million senior commercial real estate (CRE) loan (the Facility A Loans) in connection with refinancing the acquisition of a portfolio of 19 freehold and long leasehold flexible office assets (the Initial Property Portfolio), owned and operated by Fora, the largest operator of high-quality flexible offices in central London. At closing, GBP 520 million were advanced to 12 borrowers through a GBP 220 million securitized Facility A2 Loan, representing 42.3% of the total Facility A Loans, whereas the remaining GBP 300 million Facility A1 Loan was advanced by third party lenders. In addition, the Issuer advanced a GBP 11.58 million facility R loan using part of the proceeds of the issuance of the Notes, which are junior ranking and rank behind the facility A loans. The facility R loan and the facility A2 loan are, collectively, referred to as the securitized loans, and the securitized loans together with the non-securitized loans are referred to as the loans. As of August 2025 interest payment date (IPD), disposal proceeds from the partial sale of one property Montacute Yards was applied in prepayment of the loan. The partial sale associated with a residential flat which accounted for 0.71% of the total Gross lettable area of the asset, and the loan balance decreased to GBP 519.45 million from GBP 520 million at the issuance, because of disposal proceeds applied as the repayment of the loan. The latest available valuation prepared for each property by Knight Frank in August 2024 concluded an aggregate portfolio market value of the collateral at GBP 867.0 million based on the assumption of a corporate sale with no stamp duty land tax hence an assumption of 1.8% purchasers costs, a 0.07% drop on a like-for-like basis to GBP 866.36 million valuation from the issuance. The portfolio performance has been improving with a flexible office revenue of GBP 65 million as of August 2025, based on the trailing T-12 actual figures, compared with GBP 60.3 million at cut off (30 June 2024). The loan-to-value (LTV) ratio stands at 60% in August 2025 consistent with the LTV at the issuance, with the inclusion of the risk retention Class R note of GBP 11.58 million, the LTV is 61.3%. Debt yield increased to 9.11% in August 2025 from 8.6% at the issuance in September 2024 pro forma. The vacancy decreased to 15% in August 2025 from 24.9% as of the 30 June 2024 cut-off date and 21% in September 2024 pro forma. Morningstar DBRS maintained its initial net cash flow (NCF) underwriting assumption since the residential portion sold was not part of initial Morningstar DBRS NCF calculation. As a result, the Morningstar DBRS NCF is consistent with GBP 42.48 million at issuance. Morningstar DBRS maintained its capitalization rate assumption at 7.3%, reflecting a stabilization of office yields. The Morningstar DBRS Value is same at GBP 581.9 million as at issuance. The updated Morningstar DBRS Value translates into a value haircut of 32.8% based on the last available valuation dated August 2024. The loan is interest only prior to a permitted change of control and carries a floating rate, which is referenced to the sterling overnight index average (Sonia; floored at 0%) plus a margin, which with respect to the securitized Facility A2 loan, is a function of the weighted-average (WA) of the aggregate interest amounts payable on the notes capped at 3.5% per annum (p.a.), and in respect to the Facility A1 Loan, a margin of 3.5% p.a. The maximum hedging rate is in respect of year one, 1.95% p.a.; year two, 2.0% p.a.; and year three and thereafter, the higher of 3.0% p.a. and the rate that ensures that as at the date on which the relevant hedging transaction is contracted. The hedged interest coverage ratio is not less than 1.5 times, until loan maturity. An interest rate cap at a strike of 1.95% was put in place with Merrill Lynch International, expiring on 17 November 2025. A cash trap event will occur if the LTV is greater than 60.0% on any loan payment date; or, on any IPD, if the Debt Yield is less than 12.5%. The Liquidity balance of GBP 11.5 million as of August 2025 (down from GBP 13 million at issuance) can be used to fund expense shortfalls (including any amounts owing to third-party creditors and service providers that rank senior to the notes), property protection shortfalls, and interest shortfalls (including with respect to deferred interest, but excluding default interest, Sonia excess amount, prepayment fee amounts, and note excess amounts see below) in connection with interest due on the Class A, Class B, Class C and Class D notes. Notes: All figures are in British pound sterling unless otherwise noted. JUBILEE PLACE 8: DBRS Gives Prov. BB(high) Rating on X2 Notes ------------------------------------------------------------- DBRS Ratings GmbH assigned provisional credit ratings to the residential mortgage-backed notes (together, the Notes) to be issued by Jubilee Place 8 B.V. (the Issuer) as follows: -- Class A Notes at (P) AAA (sf) -- Class B Notes at (P) AA (low) (sf) -- Class C Notes at (P) A (low) (sf) -- Class D Notes at (P) BBB (low) (sf) -- Class E Notes at (P) BB (high) (sf) -- Class X1 Notes at (P) BBB (sf) -- Class X2 Notes at (P) BB (high) (sf) The provisional credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date in March 2062. The provisional credit rating on the Class B Notes addresses the timely payment of interest when most senior and the ultimate payment of principal by the legal final maturity date. The provisional credit ratings on the Class C, Class D, Class E, Class X1, and Class X2 Notes address the ultimate payment of interest and principal by the legal final maturity date. Morningstar DBRS does not rate the Class F, Class S1, Class S2, or Class R Notes also expected to be issued in this transaction. CREDIT RATING RATIONALE The Issuer will be a bankruptcy-remote special-purpose vehicle incorporated in the Netherlands. The Issuer will use the proceeds from the notes to fund the purchase of Dutch mortgage receivables originated by Dutch Mortgage Services B.V., DNL 1 B.V., and Community Hypotheken B.V. (collectively, the Originators) from Citibank, N.A., London Branch (Citibank). The Originators are specialized residential buy-to-let real estate lenders operating in the Netherlands and started their lending businesses in 2019. They operate under the mandate of Citibank, which defines most of the underwriting criteria and policies. As of 1 September 2025, the portfolio consisted of 562 loans with a total portfolio balance of approximately EUR 282.3 million. The weighted-average (WA) seasoning of the portfolio is 0.7 years with a WA remaining term of 25.6 years. As per Morningstar DBRS calculation, the WA indexed current loan-to-value ratio of 74.3% is in line with that of previous Jubilee Place transactions. The loan parts in the portfolio are either interest-only loans (96.9%) or annuity mortgage loans (3.1%). Most of the loans (71.7%) were granted for the purpose of remortgaging. Almost all of the loans (99.8%) in the portfolio are fixed with a compulsory future switch to floating rate while the notes pay a floating rate. To address this interest rate mismatch, the transaction is structured with a fixed-to-floating interest rate swap where the Issuer pays a fixed rate and receives three-month Euribor over a notional, which is a defined amortization schedule. There is a small portion of loans (1.0%) in early arrears in the portfolio. Morningstar DBRS calculated the credit enhancement for the Class A Notes to be 10.24%, provided by the subordination of the Class B to Class F Notes and the liquidity reserve fund (LRF). Credit enhancement for the Class B Notes will be 4.99%, provided by the subordination of the Class C to Class F Notes and the LRF. Credit enhancement for the Class C Notes will be 2.24%, provided by the subordination of the Class D to Class F Notes and the LRF. Credit enhancement for the Class D Notes will be 0.84%, provided by the subordination of the Class E and Class F Notes and the LRF. Credit enhancement for the Class E Notes will be 0.54%, provided by the subordination of the Class F Notes and the LRF. The transaction benefits from an amortizing LRF that the Issuer can use to cover shortfalls on senior expenses and interest payments on the Class A and Class B Notes once most senior. The LRF will be partially funded at closing at 0.25% of (100/95) of the initial balance of the Class A and Class B Notes and will build up until it reaches its target of 1.25% of (100/95) of the outstanding balance of the Class A and Class B Notes. The LRF is floored at 0.25% of (100/95) of the initial balance of the Class A and Class B Notes until the first optional redemption date. The LRF indirectly provides credit enhancement for all classes of Notes as released amounts will be part of the principal available funds. Additionally, the Notes will have liquidity support from principal receipts, which can be used to cover senior expenses and interest shortfalls on the Class A Notes or the most senior class of Notes outstanding once the Class A Notes have fully amortized. The Issuer will enter into a fixed-to-floating swap with Citibank Europe plc (rated AA (low) with a Stable trend by Morningstar DBRS) to mitigate the fixed interest rate risk from the mortgage loans and the three-month Euribor payable on the loan and the Notes. The notional of the swap is a predefined amortization schedule of the assets. The Issuer will pay a fixed swap rate and receive three-month Euribor in return. The swap documents are in line with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. The Issuer account bank is Citibank Europe plc, Netherlands Branch. Based on Morningstar DBRS' private credit rating on the account bank, the downgrade provisions outlined in the transaction documents, and structural mitigants inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Morningstar DBRS based its credit ratings primarily on the following considerations: -- The transaction capital structure, including the form and sufficiency of available credit enhancement and liquidity provisions. -- The credit quality of the mortgage portfolio and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The ability of the transaction to withstand stressed cash flow assumptions and repay the notes according to the terms of the transaction documents. Morningstar DBRS analyzed the transaction cash flows using the PD and LGD outputs provided by its European RMBS Insight Model. Morningstar DBRS analyzed transaction cash flows using Intex DealMaker. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk and the replacement language in the transaction documents; -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the presence of legal opinions that are expected to address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the Class A to Class X2 Notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the related interest payment amounts and the related class balances. Notes: All figures are in euros unless otherwise noted. KANTAR GLOBAL: Moody's Lowers CFR to B3, Outlook Remains Stable --------------------------------------------------------------- Moody's Ratings has downgraded Kantar Global Holdings S.a r.l.'s (Kantar), a leading global provider of market research, consulting and data analytics, long-term corporate family rating to B3 from B2 and the probability of default rating to B3-PD from B2-PD. Concurrently, Moody's downgraded to B3 from B2 the senior secured term loans B (TLB), senior secured revolving credit facilities (RCF), and the backed senior secured notes issued by Summer (BC) Bidco B LLC and the backed senior secured notes issued by Summer (BC) Holdco B S.a r.l. The outlook on all entities remains stable. The rating action reflects: - Weaker than expected top line performance in the first half of 2025 with broadly flat revenue growth projected for the full year - Higher than previously expected restructuring costs negatively impacting Moody's adjusted EBITDA for 2025 - Weak credit metrics with Moody's adjusted debt to EBITDA of 9x projected for 2025 RATINGS RATIONALE The B3 CFR reflects the company's (1) position as a leading global provider of market research, consulting, data analytics, and other complementary tools to assess consumer behaviour in the marketing and advertising industry. Additionally it owns and has access to significant data assets which provide the company with certain barriers to entry; (2) established client relationships with a steady subscription revenue base; and (3) a strategy to grow its tech-enabled services and solutions. The ratings also reflect the company's (1) sensitivity to macroeconomic volatility; (2) a weakening revenue trajectory for 2025 as clients have been cautious with their advertising spending, resulting in lower pitches and lower conversion into client wins in project-related work and a return to mid-single digit revenue growth in 2026 in accordance with the company's guidance; (3) weak credit metrics including high leverage and material cash burn expected in 2025. Trading performance in the first half of 2025 was weaker than previously expected, reflecting overall cautious client advertising and marketing spending in an uncertain economic environment, and only partially offset but good renewals in subscription revenue and strong growth in Numerator. Higher than previously expected restructuring costs, which Moody's expense, negatively impacting Moody's adjusted EBITDA. As a result Moody's have revised down Moody's forecasts to $516 million for 2025 (excluding the contribution from Greenwich BidCo Limited, formerly Kantar Media) and including acquisition and disposal related costs of $27 million and restructuring costs of around $100 million) and $706 million for 2026. Moody's expects Moody's adjusted debt to EBITDA of 9x for 2025 and 7x in 2026, as non-recurring costs dissipate. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS Kantar adopts an aggressive financial policy, with high leverage as part of a strategy to reposition the portfolio and bolster the growth prospects for the business. Under Bain Capital, Ltd.'s majority ownership, management has demonstrated successful execution of an in-process business transformation programme but the company's ability to delever has been protracted and restructuring costs continue to be high. Exposure to environmental risk is not material to credit quality – consistent with peers in Media & Entertainment. Exposure to social risk is also not material to credit quality, which compares favourably to some peers in Media & Entertainment primarily because the company focuses on corporate clients. LIQUIDITY Kantar's liquidity is adequate, with cash and cash equivalents of $292.3 million (incl. bank overdrafts) as of June 30, 2025. The company has a committed RCF. The RCF contains a springing net leverage covenant of 7.2x when drawn more than 40% net of cash, which is unlikely given the company's cash position. STRUCTURAL CONSIDERATIONS The PDR is aligned with the CFR, reflecting a 50% recovery assumption. The B3 rating on the TLB and the RCF is in line with the CFR. OUTLOOK The stable outlook reflects Moody's assumptions that the restructuring costs in 2026 will be moderate, thereby reducing the cash burn. It also reflects the company's focus on improving operational performance with further cost cutting initiatives, its pause in acquisition activity, and improvement in financial leverage in 2026 combined with 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, supporting strong and sustained subscription revenue base and EBITDA growth that reflect cost efficiencies and a reduction in restructuring costs; (2) and maintains a financial policy such that Moody's-adjusted gross debt/EBITDA is maintained well below 6.5x together with positive free cash flow (FCF) generation. The ratings could be downgraded if the company fails to see a return to meaningful positive organic revenue growth in 2026 and/or is not able to preserve and improve its EBITDA margin; or its Moody's-adjusted gross debt/EBITDA is sustained above 7.5x, or the company continues to burn cash, with a material negative Moody's adjusted free cash flow and a weakening liquidity position. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Kantar's B3 rating is two notches below the scorecard-indicated outcome of B1 reflecting the persistent occurrence of additional material restructuring costs in 2025, which along with subdued growth in revenue will contribute to Moody's projected negative Moody's adjusted free cash flow for 2025. Moody's do not expect the company to return positive Moody's adjusted cash flow until 2027. COMPANY PROFILE Kantar is a global data, research, consulting and analytics business that assesses consumer attitudes and behaviours for the world's leading consumer brands. The company employs around 24,00 people in over 100 countries. The company is owned 60% by Bain Capital, Ltd. and 40% by WPP Plc (Baa2 negative). In the first half of 2025, Kantar generated revenue (net of intercompany receivables) of $1.198 billion and company adjusted EBITDA of $269 million (both at constant currency). LUDGATE FUNDING 2008-W1: S&P Affirms 'B-(sf)' Rating on E Notes --------------------------------------------------------------- S&P Global Ratings raised to 'AA (sf)' from 'A+ (sf)' its credit ratings on Ludgate Funding PLC Series 2008-W1's class A1 and A2b notes, and to 'AA- (sf)' from 'A+ (sf)' its rating on the class Bb notes. At the same time, S&P affirmed its 'A+ (sf)' rating on the class Cb notes, 'BBB+ (sf)' rating on the class D notes, and its 'B- (sf)' rating on the class E notes. S&P have resolved the UCO placements of all classes of notes. S&P said, "The rating actions follow our analysis of the counterparty risk caps under our revised counterparty criteria and our credit and cash flow analysis of the most recent transaction information that we have received as of the July 2025 payment date. "Performance has been stable since our previous review in September 2024. Arrears, as per the June 2025 investor report, have increased to 17.82% from 17.38%." Cumulative losses have increased marginally to 3.59% from 3.56% at our previous review. S&P said, "Our weighted-average foreclosure frequency assumptions have decreased at all rating levels, reflecting the lower arrears. This has been partially offset by lower weighted-average loss severity assumptions, stemming from a decrease in the current loan-to-value ratio following house price index growth. However, considering the transaction's historical loss severity levels, the latest available data suggests that the portfolio's underlying properties may have only partially benefited from rising house prices, and we have therefore applied a haircut to property valuations to reflect this." Portfolio WAFF and WALS Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 28.72 31.80 9.13 AA 23.14 25.10 5.81 A 20.13 13.95 2.81 BBB 17.03 7.93 1.35 BB 13.82 4.41 0.61 B 13.02 2.20 0.29 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. The reserve fund is slightly below its target level and is not amortizing due to the breach in the cumulative losses trigger. The liquidity facility is undrawn and covers interest shortfalls on the notes. The structure switches between sequential and pro-rata amortization depending on the reserve fund replenishment as it is the only condition not satisfied for pro rata amortization for the current period. S&P said, "For this review, we have aligned our fees with the 2024 updated mortgage administration agreement, which involved adding per case basis arrears management and expired term (IO) loan fees in the servicing fee. "The application of our revised counterparty criteria still constrains the ratings in this transaction because of the swap counterparty. The notes were capped due the exposure to the bank account provider, Barclays Bank PLC, which failed to take remedial actions in 2011 when it was downgraded. Under the revised criteria, we can remove the cap if we believe there is sufficient available credit enhancement, if a reason for the failure to implement a committed remedial action is provided, and if we believe the transaction's performance is satisfactory In line with our revised counterparty criteria, we classify the exposure to the bank account provider as "low" because it has a resolution counterparty rating (RCR). Furthermore, the documented replacement trigger ('A-2', which is equivalent to a long-term rating of 'BBB') is in line with the required rating per our revised counterparty criteria. We assessed the collateral framework of the swap provided by Barclays Bank PLC as "low". Despite the documented rating triggers being in line with our revised counterparty criteria, the replacement language is weak, therefore a cap of one notch above the Barclay's RCR remains. Based on Barclay's current RCR of 'AA-', this results in a counterparty risk cap of 'AA' on this transaction. "Considering the results of our counterparty risk cap and updated credit and cash flow analysis, the available credit enhancement for the class A1, A2b, and Bb notes are sufficient to withstand the stresses that we apply at a higher rating level. We therefore raised to 'AA (sf)' from 'A+ (sf)' our ratings on Ludgate Funding series 2008-1's class A1 and A2b notes, and to 'AA- (sf)' from 'A+ (sf)' our rating on the class Bb notes. "The class C and D notes were able to pass cash flow stresses at higher rating levels than those currently assigned. However, our analysis considered the level of credit enhancement, the notes' sensitivity to increased arrears (resulting in higher defaults and longer recoveries), the borrowers' credit profile, the high-interest rate environment, and the tail-end risk associated with the small pool size. Given these factors, we affirmed our 'A+ (sf)' rating on the class C notes and 'BBB+ (sf)' rating on the class D notes. "The class E notes do not achieve any rating in our standard or steady state scenario cash flow runs. Given the modest interest shortfalls in a steady state scenario, we still view these notes as not vulnerable to nonpayment and not dependent upon favorable business, financial, and economic conditions. We therefore affirmed our 'B- (sf)' rating on this class of notes. "We consider the transaction's resilience in case of additional stresses to some key variables, in particular defaults and loss severity, to determine our forward-looking view. We considered the sensitivity of the ratings to increased defaults, extended recoveries, and higher interest rates, and tail-end risk associated with the low pool factor, and the ratings remain robust." The transaction is backed by a pool of legacy nonconforming owner-occupied and buy-to-let mortgage loans secured on properties in the U.K. MITCHELL GROUP: Exigen Group Named as Administrators ---------------------------------------------------- The Mitchell Group Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-006381, and David Kemp and Darren Edwards of Exigen Group Limited were appointed as administrators on Sept. 15, 2025. Mitchell Group specialized in the development of building projects; construction of commercial buildings. Its registered office is at Warehouse W, 3 Western Gateway, Royal Victoria Docks, London, E16 1BD Its principal trading address is at Harvest House, Hurst Road, Horsham, RH12 1RN The joint administrators can be reached at: David Kemp Darren Edwards Exigen Group Limited Warehouse W, 3 Western Gateway Royal Victoria Docks London E16 1BD For further details, contact: David Kemp Tel No: 0207 538 2222 THG OPERATIONS: Moody's Cuts CFR to B3, Outlook Remains Negative ---------------------------------------------------------------- Moody's Ratings has downgraded the long-term corporate family rating of THG Operations Holdings Limited (THG or the company) to B3 from B2. At the same time, Moody's have downgraded the company's probability of default rating to B3-PD from B2-PD and the rating of the company's guaranteed senior secured bank credit facilities, comprising of EUR445 million term loan B (TLB) and GBP150 million revolving credit facility (RCF), to B3 from B2. The outlook remains negative. The rating action reflects: -- THG's continued weak operating performance in the first half of 2025, as evidenced by negative free cash flow (FCF) and only marginally positive for the 12 months to June 30, 2025. -- Gross debt has reduced following the demerger of its cash consumptive Ingenuity business, however gross leverage including leases remains elevated, with Moody's adjusted debt to EBITDA at 9.4x including leases in the last 12 months to June 30, 2025. -- Moody's expectations that the company's operating performance will moderately improve over the next 12-18 months, with leverage reducing towards 6x and free cash flow around breakeven. RATINGS RATIONALE THG's B3 rating reflects its portfolio of predominantly e-commerce businesses and market-leading brands in large end-markets namely beauty, sports nutrition and health and wellness. The company operates through two leading digital-first online consumer businesses: THG Beauty and THG Nutrition. Both THG Beauty and THG Nutrition have global market reach and a focus on innovative product development. THG Beauty operates prominent online platforms including Lookfantastic, Cult Beauty and Dermstore, offering a valued route to market for over 1,000 third-party brands, alongside a specialist portfolio of owned brands. THG Beauty functions as a digital partner in the beauty industry, utilizing these prominent online platforms to sell both owned brands and those of third-party brands to consumers worldwide. THG Nutrition, led by Myprotein, the world's largest online sports nutrition brand, spans multiple health and wellness categories, delivering its products both directly to consumers and through strategic offline partnerships worldwide. These strengths are offset by a number of historic challenges such as i) high investment spending for THG Ingenuity (demerged in January 2025) and significant negative free cash flows, ii) pricing and costing pressures affecting revenue growth and margins, particularly whey protein costs impacting its THG Nutrition business, and iii) a track record of guidance misses affecting management credibility and reducing visibility. THG has undergone model changes in its Beauty and Nutrition businesses, which have impacted revenue and profitability. However, Moody's expects continued investment in marketing and new product development to improve brand awareness and customer engagement. The company's key debt metrics for the last 12 months to June 30, 2025 are somewhat weak for the B3 rating. Leverage, measured in terms of Moody's adjusted gross debt to EBITDA, stood at around 9.4x, compared with 9.9x in December 2024, based on gross debt of GBP601.4 million including GBP100 million of leases (10.9x and 10.5x, respectively, considering the GBP67.5 million convertible loans), and on EBITDA of GBP63.8 million. More positively, free cash flow was in positive territory for the 12 months to 30 June, although negligible at only GBP4 million, driven by significant working capital outflows. Moody's notes that this performance compares with Moody's expectations of meaningful positive free cash flows following the demerger of Ingenuity. While Moody's expects THG's operating performance and key debt metrics to improve somewhat over the next 12-18 months, there is significant uncertainty regards its ability to meet its own revenue and margin guidance and deliver on Moody's base case and to generate positive free cash flows. In Moody's base case, Moody's anticipates negative free cash flow in 2025 and marginally positive in 2026. Moody's expects that Moody's adjusted gross leverage will remain above 6x in both years. Moody's expects its capex to reduce significantly following the demerger of its Ingenuity business. In the first half of 2025, the company reported pro forma capex of GBP10 million compared with GBP54 million including Ingenuity. LIQUIDITY Last April THG reduced debt by GBP182 million and raised GBP67.5 million through the issuance of convertible loans to its main shareholder, which Moody's expects to be converted into equity in due course following shareholder approval. Its net cash position fell to GBP129 million as at June 30, 2025 from GBP308 million at the end of 2024. THG had GBP129 million of cash on balance sheet as at June 30, 2025, of which around GBP80 million is typically required to manage normal working capital needs or other operating needs. In August, THG announced that it agreed to sell its Claremont Ingredients, specializing in flavourings for sports nutrition and beverages, for GBP101 million in cash net of expenses and taxes. Moody's expects the proceeds to remain on balance sheet. The company also extended its Term Loan B to December 2029 as part of a debt refinancing completed in April 2025, reducing the amount of the facility to EUR445 million from EUR600 million. A portion of the Term Loan A was repaid early. The outstanding amount of Term Loan A is expected to be repaid in October 2025. The maturity of the existing GBP150 million RCF was also extended from May 2026 to May 2029. While the extent to which cash is held by companies outside the THG borrowing group is not disclosed, Moody's working assumption is that any such funds would be available to support THG and operating companies if necessary. ESG CONSIDERATIONS THG's CIS-4 score indicates that the company's rating is lower than it would have been if ESG risk exposures did not exist. More positively, Moody's recognizes the company's prudent approach to liquidity management, notwithstanding its high gross leverage that is a result of the weaker than originally anticipated results, and also a number of positive steps taken towards best practice in terms of governance, including the decision of CEO and founder, Matthew Moulding, to relinquish his Special Share in 2023. RATIONALE FOR THE NEGATIVE OUTLOOK The negative outlook reflects the uncertainty about the ability of the company to improve its operating performance, reduce leverage further and generate meaningfully positive free cash flows. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure is unlikely to develop at this stage unless i) the company's Moody's-adjusted EBITDA margin recovers to above 7% with meaningful positive organic revenue growth, ii) Moody's-adjusted gross leverage is maintained well below 5x, (EBITDA-Capex)/Interest expense is above 2x and iii) the company generates positive free cash flows at least in mid-single digits in percentage of gross Moody's-adjusted debt. Conversely, negative rating pressure could develop if i) the company fails to grow organically or to improve its operating margin, ii) its Moody's-adjusted gross leverage fails to reduce below 6x, (EBITDA-Capex)/Interest expense is below 1.25x or if iii) it fails to generate meaningful positive free cash flows on a Moody's adjusted basis. Negative rating pressure could develop also if the company's liquidity were to deteriorate. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Retail and Apparel published in September 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE THG PLC is a consumer brands group owning a portfolio of beauty and sports nutrition brands including LOOKFANTASTIC, Myprotein, and Cult Beauty. THG reported revenue of GBP1.6 billion in the 12 months to June 30, 2025. Headquartered in Manchester, England, the company listed on the London Stock Exchange with a market capitalisation of around GBP503 million as at September 19, 2025. TOGETHER ASSET 14 2025-1ST1: S&P Assigns 'CCC' Rating on X2 Notes ----------------------------------------------------------------- S&P Global Ratings assigned credit ratings to Together Asset Backed Securitisation 14 2025-1ST1 PLC's class A notes and interest deferrable class B-Dfrd to X2-Dfrd notes. At closing the issuer also issued unrated residual certificates. The transaction securitizes a portfolio of GBP367.45 million first-lien owner-occupied and buy-to-let mortgage loans secured on properties in the U.K. originated by Together Personal Finance Ltd. and Together Commercial Finance Ltd. Together Personal Finance Ltd. and Together Commercial Finance Ltd. are wholly owned subsidiaries of Together Financial Services Ltd. (Together). Product switches and loan substitution are permitted under the transaction documents before the first optional redemption date. Together Personal Finance Ltd. and Together Commercial Finance Ltd. originated the loans in the pool between 2015 and 2022. The weighted-average original loan-to-value ratio is 59.31%. This is significantly lower than the average for a typical U.K. RMBS transaction. Given the significant positive equity in the properties, the likelihood of default is relatively low and we would expect lower loss severities if the borrower defaults. S&P considers the collateral to be nonconforming based on the prevalence of loans to borrowers with adverse credit history, such as prior county court judgments, bankruptcy, and mortgage arrears. 3.2% of the pool are in arrears, 2.9% within the 30-60-days bucket and 0.3% in the 60-90 days bucket. Liquidity support for the class A and B-Dfrd notes is in the form of an amortizing liquidity reserve fund and liquidity facility. Principal can also be used to cure interest shortfalls if the relevant class of notes is the most senior outstanding. S&P said, "There are no rating constraints on the transaction under our counterparty, operational risk, or structured finance sovereign risk criteria. We consider the issuer to be bankruptcy remote." Ratings Class Rating Amount (mil. GBP) A AAA (sf) 330.706 B-Dfrd AA+ (sf) 18.373 C-Dfrd A+ (sf) 10.105 D-Dfrd BBB (sf) 5.512 E-Dfrd BB+ (sf) 2.756 X1-Dfrd B- (sf) 18.373 X2-Dfrd CCC (sf) 14.699 Residual Certificates NR 330.706 NR--Not rated. N/A--Not applicable. TOWER BRIDGE 2024-3: S&P Raises X-Dfrd Notes Rating to 'BB(sf)' --------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Tower Bridge Funding 2024-3 PLC's class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)', class C-Dfrd notes to 'AA- (sf)' from 'A+ (sf)', class D-Dfrd notes to 'A- (sf)' from 'BBB+ (sf)', class E-Dfrd notes to 'BBB+ (sf)' from 'BBB (sf)', and class X-Dfrd notes to 'BB (sf)' from 'B- (sf)'. At the same time, S&P affirmed its 'AAA (sf)' ' rating on the class A notes. S&P also resolved the UCO placements of all classes of notes. The upgrades reflect the removal of previously modelled commingling loss, lower expected losses at each rating level and the significant paydown of the class X-Dfrd notes. In addition, the transaction's prefunding period has ended, and subsequent loan additions have a higher fixed rate than originally projected at closing, adding more excess spread than previously modelled. Our rating actions also reflect the results of our additional cash flow sensitivities, which consider our current macroeconomic forecasts and forward-looking view of the U.K. residential mortgage market. The nonamortizing general reserve fund and amortizing liquidity reserve fund remain at target and undrawn. S&P said, "On April 4, 2025, we updated our assumptions for overvaluation in U.K. regions. Our weighted-average loss severity assumptions have decreased at all rating levels, reflecting our lower overvaluation and updated house price index assumptions. "We have also reduced our base originator adjustment since closing to 1.075x from 1.1x. This is primarily driven by the originator Vida Bank Ltd.'s (previously Belmont Green Ltd.) transition to being a fully licensed bank and being specifically bound by the Prudential Regulatory Authority's underwriting guidance on lending and factors in the limited time since it has operated as a banking entity." There has been some deterioration in the transaction's performance since closing. Total arrears currently stand at 3.15%, up from 1.72% at closing--currently higher than our BTL index. Arrears of greater than or equal to 90 days currently stand at 0.89%, compared with 0% at closing. Since closing, S&P's weighted-average foreclosure frequency (WAFF) assumptions have marginally increased for all rating levels except 'AAA' and 'AA'. This is mainly due to the increased severe arrears since closing. The required credit coverage has decreased at all rating levels. Credit analysis results Class WAFF (%) WALS (%) Credit coverage (%) AAA 24.74 38.46 9.51 AA 16.95 32.39 5.49 A 12.99 22.22 2.89 BBB 8.99 16.39 1.47 BB 4.99 12.37 0.62 B 3.99 8.8 0.35 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. Credit enhancement for the notes has increased slightly since closing, driven by prepayments and the transaction's sequential amortization. Almost 90% of the pool has a fixed-rate period ending in the next four years. Therefore, the prepayment rates might increase significantly, decreasing excess spread. S&P has considered this in our cash flow analysis by running a conservative sensitivity scenario where it assumes prepayment rates of 40%. S&P said, "Our credit and cash flow results indicate that the available credit enhancement for the class B-Dfrd notes is commensurate with a higher rating level. We therefore raised our rating on the class B-Dfrd notes. "The class C-Dfrd, D-Dfrd, and E-Dfrd notes pass stresses in our standard run at rating levels higher than those assigned. However, we limited our upgrades on these notes considering the results of additional sensitivity runs, notably sensitivity to higher defaults, longer foreclosure timing stresses, and lower excess spread caused by prepayments. "The class X-Dfrd notes have paid down by GBP2.41 million since closing. Our credit and cash flow results indicate that these notes can withstand stresses at a higher rating level than that previously assigned. We therefore raised our rating to 'BB (sf)' from 'B- (sf)'. Although the rating is below that indicated by our standard cash flow analysis, we limited our upgrade considering the notes' relative position in the capital structure and their lack of hard credit enhancement. While the notes do not benefit from any hard credit enhancement, total credit enhancement requirements are fully met through soft credit enhancement (excess spread). Tail-end risk is limited given this tranche's relatively short weighted-average life. "We affirmed our rating on the class A notes. Available credit enhancement remains commensurate with the assigned rating." Macroeconomic forecasts and forward-looking analysis S&P said, "We expect U.K. inflation to remain above the Bank of England's 2% target in 2025 and forecast the year-on-year change in house prices in Q4 2025 to be 3.9%. "We consider the borrowers in this transaction to be prime and as such expect them to demonstrate some resilience to higher interest rates. At the same time, 99% of the pool is paying a fixed rate of interest on average until 2029 and hence is not directly affected by a prolonged period of higher interest rates. Given almost 90% of the pool has a fixed-rate period ending in the next four years we have tested additional sensitivities with higher prepayments to test the impact of a reduction in excess spread. "Given our current macroeconomic forecasts and forward-looking view of the U.K. residential mortgage market, we have performed additional sensitivities relating to higher levels of defaults due to increased arrears. We have also performed additional sensitivities with extended recovery timings due to the delays we have observed in repossession owing to court backlogs in the U.K. and the repossession grace period announced by the U.K. government under the Mortgage Charter. "We therefore ran eight scenarios with increased defaults and higher loss severities of up to 30%. The sensitivity analysis results indicate a deterioration that is in line with the credit stability considerations in our rating definitions." The transaction is backed by a BTL and owner-occupied mortgage pool of first-ranking residential mortgages in the U.K. TRAFFORD CENTRE: Moody's Hikes Rating on Class D1(N) Notes to Ba1 ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings of three classes and affirmed two classes of Notes issued by The Trafford Centre Finance Limited: GBP340M (Current outstanding amount GBP185,655,640) Class A2 Notes, Affirmed A1 (sf); previously on Jul 19, 2023 Downgraded to A1 (sf) GBP188.5M Class A3 Notes, Affirmed A1 (sf); previously on Jul 19, 2023 Downgraded to A1 (sf) GBP120M (Current outstanding amount GBP27,937,200) Class B Notes, Upgraded to Baa1 (sf); previously on Jul 19, 2023 Downgraded to Baa3 (sf) GBP20M Class B2 Notes, Upgraded to Baa1 (sf); previously on Jul 19, 2023 Downgraded to Baa3 (sf) GBP69.55M (Current outstanding amount GBP24,341,526) Class D1(N) Notes, Upgraded to Ba1 (sf); previously on Jul 19, 2023 Downgraded to B1 (sf) RATINGS RATIONALE The upgrade action reflects a re-assessment of the expected loss of the underlying loan. The ratings on classes B and D Notes were upgraded because of continued deleveraging of the transaction through scheduled amortisation and the repayment of two rated notes that matured in April 2024. The ratings on the Class A Notes were affirmed because the tranche has subordination that is commensurate with the current rating. Moody's updated loan to value (LTV) ratio is presently 60.9% based on Moody's value of GBP733.3 million. This compares with an LTV of 81.0% on the same value when Moody's last downgraded the transaction in July 2023. There is no immediate refinancing exposure with the next bullet repayment only in April 2035. Moody's considered these factors along with The Trafford Centre's improved operating performance. There remain concerns about the high level of capital expenditure (capex) which has required the ongoing support of the sponsor, Canada Pension Plan Investment Board (CPPIB) to cover cash flow shortfalls. DEAL PERFORMANCE The transaction is secured by a loan backed by a single trophy asset, the Trafford Centre, a dominant, super-regional shopping centre in Greater Manchester. The deal benefits from scheduled amortisation and interest rate swaps such that the borrower pays a fixed interest rate. The Trafford Centre has begun to stabilise, though at rental levels below levels in 2019. Collections have stabilised at around 99% and occupancy was 97% per the June 30, 2025 rent roll, assuming tenants in administration are counted as vacant. As of 30 June[1], property cash flow for the trailing four quarters was at GBP47.8 million, but this was reduced by GBP18.3 million of capex. Excluding capex, the centre generated a net operating income (NOI) of GBP66.1 million, up from GBP57.1 million as of March 31, 2023[2]. Moody's expects that The Trafford Centre will continue to experience stable operating performance that benefits from the borrower's completion of major capex projects and successful leasing of large blocks of vacant space, including the vacant anchor that was formerly let to Debenhams and is now occupied by M&S. The property's recovery is evident from footfall which was up 9.5%[3] in fiscal year 2024 versus fiscal year 2023. Moody's average net cash flow (NCF) of GBP55.0 million is based on recent financial statements, normalised capex, and recent leasing. Based on Moody's NCF, the DSCR is 1.0x on next year's scheduled debt service. Moody's have maintained Moody's cap rate at 7.50% to account for the market yields of similar retail properties. Applying this cap rate to NCF results in a Moody's value of GBP733.3 million, which is 25.9% below the December 2024 valuation of GBP90 million[3]. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "EMEA Commercial Mortgage-backed Securitisations" published in June 2025. Factors that would lead to an upgrade or downgrade of the ratings: Main factors or circumstances that could lead to an upgrade of the ratings are generally: (i) an increase in the property value backing the underlying loan; and (ii) a decrease in default risk assessment as indicated by borrower's ability to sustain a DSCR well above 1.0x when including capex. Main factors or circumstances that could lead to a downgrade of the ratings are: (i) a decline in the property values backing the underlying loan; or (ii) an increase in default risk assessment due to lower expected cash flows. ********* 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 * * *