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251117.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 Monday, November 17, 2025, Vol. 26, No. 229 Headlines B E L G I U M TITAN SA: S&P Affirms 'BB+/B' ICR & Alters Outlook to Positive F R A N C E COOPER CONSUMER: Fitch Affirms 'B' Long-Term IDR, Outlook Stable G E R M A N Y WEPA HYGIENEPRODUKTE: Moody's Rates New EUR400MM Sr. Sec. Notes Ba3 WEPA HYGIENEPRODUKTE: S&P Rates New EUR400MM Secured Notes 'BB' I R E L A N D AQUEDUCT EUROPEAN 14: Fitch Puts 'B-sf' Final Rating to Cl. F Notes BROOM HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Remains Stable CAIRN CLO XIII: Moody's Affirms B3 Rating on EUR11MM Class F Notes HARVEST CLO XXXVII: Fitch Assigns B-sf Final Rating to Cl. F Notes HARVEST XXX CLO: S&P Assigns B-(sf) Rating on Class F-R Notes TRINITAS EURO X: Fitch Assigns 'B-sf' Final Rating to Class F Notes L U X E M B O U R G ARD FINANCE: Moody's Appends 'LD' Designation to PDR ARDAGH GROUP: S&P Lowers ICR to 'SD' on Debt Restructuring KLEOPATRA HOLDINGS 2: S&P Cuts Sec. Debt Rating to D on Ch. 11 Case KLEOPATRA HOLDINGS: Moody's Downgrades PDR to D-PD and CFR to Ca N E T H E R L A N D S FAIRBRIDGE 2025-1: DBRS Gives Prov. B Rating to Class E Notes VTR FINANCE: S&P Puts 'CCC+' ICR on Watch Pos. Amid Reorganization P O R T U G A L ARES LUSITANI: DBRS Confirms BB Rating to Class D Notes U N I T E D K I N G D O M ANGLIA CROWN: Kroll Advisory Appointed as Joint Administrators ASIMI FUNDING 2025-2: DBRS Gives Prov. B(low) Rating to F Notes CANARY WHARF: Moody's Affirms 'Ba3' CFR, Alters Outlook to Stable DEUCE FINCO: Moody's Rates New GBP1.295BB Sr. Secured Notes 'B2' EAST ONE 2025-1: DBRS Gives Prov. B(high) Rating to 2 Note Classes ELSTREE FUNDING 5: DBRS Confirms BB(high) Rating on 2 Note Classes ENTAIN PLC: Moody's Rates New EUR800MM Senior Secured Notes 'Ba1' EUROHOME UK 2007-2: S&P Affirms 'BB+(sf)' Rating on Cl. B2 Notes GATWICK AIRPORT: Moody's Rates New GBP475MM Sr. Secured Bond 'Ba2' GROSVENOR 2023-1: Fitch Affirms 'B-sf' E Notes Rating, Outlook Neg. HOSPITAL COMPANY: Moody's Cuts Rating on GBP152MM Sec. Bonds 'Ba3' INTERNET RETAILER: AMS Business Appointed as Joint Administrators JULIENNE BRUNO: Interpath Appointed as Joint Administrators KING HOLDCO: Moody's Assigns First Time 'B1' Corp. Family Rating LIQUID TELECOMMUNICATIONS: Moody's Cuts CFR to Caa2, Outlook Neg. MERIDIAN 2025-1: DBRS Finalizes BB(high) Rating on 2 Class Certs. PEOPLECERT WISDOM: Moody's Cuts CFR to B2 & Alters Outlook to Neg. POLARIS 2025-3: Fitch Assigns 'B-sf' Final Rating to Class X2 Debt POLARIS 2025-3: S&P Assigns CCC(sf) Rating on Class X2-Dfrd Notes SAGE AR 2021: S&P Raises Class E Notes Rating to 'B+(sf)' SAGE AR 2025: S&P Raises Class E Notes Rating to 'BB+sf' VGL HOLDCO: PwC Appointed as Joint Administrators WARWICK FINANCE: Moody's Ups Rating on GBP36.73MM E Notes from B1 WEATHERBREAK WINDOWS: FRP Advisory Appointed as Administrators - - - - - ============= B E L G I U M ============= TITAN SA: S&P Affirms 'BB+/B' ICR & Alters Outlook to Positive -------------------------------------------------------------- S&P Global Ratings revised its outlook on Belgium-based heavy construction materials manufacturer Titan S.A. to positive from stable and affirmed its 'BB+' long-term issuer credit and issue ratings on Titan, as well as its 'B' short-term rating on the issuer. The positive outlook reflects S&P's view that it could raise the long-term rating to 'BBB-' over the next 12-18 months if Titan keeps its financial leverage at the lower end of or below its 1.5x-2.0x target, so that FFO to debt remains well over 45%, and healthy FOCF. Titan S.A. continues to post resilient results amid an uncertain market environment, supported notably by its operations in the U.S., Greece, and Egypt. S&P said, "We forecast that the group will deliver 0%-3% revenue growth in 2025-2026, while preserving its profitability of about 23% and its strongly positive free operating cash flow (FOCF) profile, thanks to positive pricing developments, operational efficiencies, and a solid control of its cost base. "At the same time, we expect Titan's funds from operations (FFO) to debt to comfortably exceed 80% in 2025-2026, bolstered by the proceeds from the partial initial public offering of its U.S. subsidiary Titan America S.A. in February this year. Titan has sufficient leeway to allow some increase in the leverage on its balance sheet, which could occur because of mergers and acquisitions (M&A). We understand that the company aims to keep its financial leverage at the lower end of its 1.5x-2.0x target range. "Titan is building a track record of consistently low leverage. We forecast S&P Global Ratings-adjusted debt to EBITDA of about 1.0x and FFO to debt above 80% in 2025-2026. This compares with FFO to debt of about 65% in 2024 and 57% in 2023. We also note that the company's gross debt has reduced since 2024 and the reimbursement of its EUR350 million bonds. Titan's balance sheet remains strong after the partial IPO of its U.S. subsidiary, Titan America S.A., of which part of the proceeds have been used to pay an extraordinary dividend and has prepared the company for future growth. "Titan's strong metrics and capital allocation could allow for an upgrade in the medium term, although an upgrade remains subject to a robust track record of reporting a financial leverage at the lower end of or below its 1.5x-2.0x target. We expect dividend payments to normalize in 2026 and thereafter after the partial IPO, with an assumption of a dividend payout between EUR1.10 and EUR1.20 per share (/share), or about EUR100 million per year. This follows the sizable special dividend of EUR3/share paid to all shareholders in July 2025, totaling around EUR226 million, funded from the IPO proceeds. We note that share buybacks are limited, as the company launched a EUR10 million share-buyback program on July 1, 2025, following the end of the previous program of the same amount. As of Nov. 3, 2025, the company has completed share buybacks totaling around EUR7.4 million. We anticipate capital expenditure (capex) will increase to EUR300 million-EUR400 million, from about EUR250 million in 2024, as the company invests in sustainability, energy mix improvement, and other initiatives to support the growth. However, we believe that Titan has appropriate FOCF to absorb its capex. Titan's capital allocation, combined with leverage at the lower end of its 1.5x-2.0x target, is consistent with a higher rating, considering the headroom under its credit metrics (in particular, low leverage and FFO to debt well above 45%). Rating upside could happen if the company consistently sustained credit metrics at this level or better over the next 12-18 months. However, if the company undertakes sizable debt-funded M&A, its credit metrics could deteriorate; therefore, we apply a one-notch negative financial policy adjustment to the rating. We believe that Titan has the leverage headroom to absorb bolt-on M&A without jeopardizing credit metrics, with FFO to debt remaining above 45%. In such scenario, we would expect Titan to trim its growth capex plans. We do not assume M&A in our base case, due to the uncertainty regarding the nature, size, and timing of such transactions. "We expect Titan's operating performance will improve further in 2025-2026. In the first nine months of 2025, the company posted a modest year-on-year increase in sales of 1.4% to EUR2.013 billion, driven by strong performance in the U.S., Greece, and Egypt, owing to increased volumes and overall firm pricing levels. We expect a modest revenue growth of about 0.0%-2.0% for full-year 2025 to approximately EUR2.64 billion-EUR2.7 billion, reflecting the company's resilient performance despite ongoing macroeconomic uncertainty and market headwinds. We anticipate a rebound with a revenue growth of 2.4%-2.6% in 2026 and a stronger 5.7%-5.9% in 2027, largely supported by the U.S. market and Titan's capacity improvement and ongoing recovery in Greece. Company-reported EBITDA in the first nine months of 2025 increased by 8.4% year on year to EUR473.6 million, reflecting strong cost management and operational efficiencies. We expect S&P Global Ratings-adjusted EBITDA to be EUR600 million-EUR630 million in 2025, which translates into an adjusted EBITDA margin of 22.8%-23.3%, remaining relatively stable at around last year's level of 23.1%. We expect margins to improve to 23%-24% in 2026-2027 alongside business development. "We continue to view Titan's liquidity as adequate. We expect Titan's liquidity will remain adequate, with sources of liquidity exceeding uses by 1.2x over the next 12 months. Titan extended the maturity of its revolving credit facility (RCF) until January 2030. The facility is currently fully available. Its next bond maturity is in 2027. We note that Titan has healthy headroom under its covenants, given the reduced leverage. "The positive outlook reflects our view that we could raise the long-term rating to 'BBB-' over the next 12-18 months if Titan keeps its financial leverage at the lower end of its 1.5x-2.0x target, translating into FFO to debt remaining well over 45% and healthy FOCF." S&P could revise the outlook to stable if the group's FFO to debt dropped below 45% and FOCF deteriorates materially, with limited possibility of a swift recovery. Such a deterioration of the group's leverage would most likely happen if: -- Titan pursued larger-than-expected debt-funded acquisitions, capital investments, or shareholder distributions, which would signal a lack of commitment to keep metrics commensurate with a higher rating; and -- There is a weakening of operating performance in key countries that contribute to group earnings, such as the U.S. and Greece, and the group is not willing to reduce its discretionary spending to protect credit metrics. S&P could raise the rating if: -- Titan continues to build a solid track record of FFO to debt comfortably above 45% with material FOCF, while maintaining rating headroom to finance capex and shareholder remuneration; -- Management exhibits the commitment to maintain a strong financial position, in line with the lower end of its leverage target; and -- Titan develops a track record of financing its growth prudently. =========== F R A N C E =========== COOPER CONSUMER: Fitch Affirms 'B' Long-Term IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Cooper Consumer Health's Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. Fitch has also affirmed its first-lien senior secured debt at 'B+' with a Recovery Rating of 'RR3'. Cooper's 'B' IDR balances its high leverage and aggressive financial policy with its high profitability, strong free cash flow (FCF) and the solid business risk profile of its enlarged operations since the acquisition of Viatris's European over-the-counter (OTC) portfolio in July 2024. The Stable Outlook reflects its expectation of gradual deleveraging to below 6.5x by 2027, from 6.9x pro forma for the acquisition in 2024. Key Rating Drivers Strong Free Cash Flow Generation: Fitch expects Cooper's performance to remain resilient, with EBITDA margins above 30% leading to strong cash generation and high single-digit FCF margins. Fitch forecasts organic growth averaging 3% over 2025-2028, complemented by growth from modest bolt-on acquisitions. Fitch believes the weakness in 2024 and 1H25 at the pre-acquisition perimeter will be temporary. Fitch projects EBITDA margins to improve to 30.3% in 2025, from 27% in 2024, followed by a gradual improvement toward 31% by 2028. High Leverage, Deleveraging Capacity: Cooper's rating is constrained by high financial leverage, which exceeds its 6.5x negative sensitivity. Fitch expects EBITDA leverage to gradually improve to 6.5x by 2026 and towards 6.0x by 2027, driven by EBITDA margin expansion and FCF generation. This incorporates its assumption of financial discipline and conservative capital allocation with no additional large debt-funded acquisitions to 2027. In 2024, EBITDA leverage improved to 6.9x (pro forma for the acquisition of Viatris's assets) from 7.4x in 2023, supported by the partial financing of the acquisition with a EUR500 million convertible shareholder loan, which Fitch treats as equity. Integration on Track: Fitch considers the execution risk of integrating the transformational acquisition of Viatris's European OTC assets to have reduced, following the completed migration of distribution and IT systems. The EUR1.6 billion acquisition has improved Cooper's business profile by doubling its scale, strengthening its market position and enhancing its product and geographic diversification within Europe. It has halved its reliance on the French market (to 32% of group sales) and strengthened its position in countries where it previously had a subscale presence, such as Italy and Germany. Defensive Business: Cooper has strong positions in selected regional OTC consumer health markets. Its specialist brands benefit from access to protected, regulated pharmacy channels, which underpins distribution and pricing. These strengths offset the company's modest scale and limited geographic diversification compared with peers. Supportive Underlying Market: Market growth should remain supported by favourable secular trends, including rising healthcare consumerism, an ageing population, and a greater awareness of prevention and healthy lifestyles. Fitch expects Cooper's organic expansion to be further driven by portfolio optimisation, enhanced commercialisation capabilities and brand development. Protected and Regulated Market: The continental European pharmacy sector, Cooper's main retail channel, is highly fragmented with small specialist local operators. Its core markets (France, the Netherlands, Italy and increasingly Iberia) are highly regulated and protected, offering barriers to entry and protecting Cooper's business model. Cooper's business model is subject to regulatory risk affecting the sector and risks from developing retail channels for its products, including online. However, these risks are limited and Fitch expects a stable regulatory environment for Cooper's core markets over the medium term. Peer Analysis Cooper's business profile compares well with that of Opal Holdco 4 SAS (Opella, B+/Stable), which also focuses on OTC consumer healthcare products and has leading market positions in different segments across several countries. Fitch also compares Cooper with THG PLC (B+/Stable) and Galderma Group AG (BBB/Stable), which are focused on consumer beauty and dermatology. Cooper is smaller than Opella and Galderma, but is almost twice the size of THG PLC. Cooper is focused on Europe, while Opella, Galderma and THG have better geographical diversification. Cooper has stronger EBITDA and FCF margins than THG, but the latter's stronger leverage metrics support its higher rating than Cooper's. Fitch also compares Cooper with European asset-light pharmaceutical companies focused on off-patent branded and generic drugs, including Pharmanovia Bidco Limited (B-/Negative), Neopharmed Gentili S.p.A. (B/Stable), CHEPLAPHARM Arzneimittel GmbH (B/Stable) and ADVANZ PHARMA HoldCo Limited (B/Stable). Fitch also compares it with the larger generic drug manufacturer, Nidda BondCo GmbH (Stada; B/Stable). Pharmanovia has a lower rating due to multiple operational setbacks and challenges resulting in a weakening financial profile with sharply increased leverage and softening operating margins. Stada has larger, cash-generative operations, but a more aggressive financial risk profile than Cooper. Neopharmed has a smaller scale than Cooper and its operations are focused on Italy. Both CHEPLAPHARM and Neopharmed have stronger FCF margins and lower leverage than Cooper. ADVANZ has better EBITDA margins and lower EBITDA leverage than Cooper, but a smaller scale and weaker FCF margins. Key Assumptions - Revenue growth slightly above 40% in 2025 due to the full-year contribution of Viatris OTC assets and, to a lesser extent, a one-off benefit of start-up stock sales to newly set-up distributors - Organic revenue growth of 2% in 2025, followed by 3% over 2026-2028 - Reported revenue growth slightly below 1% in 2026 and 6%-6.5% over 2027-2028, supported by bolt-on acquisitions averaging EUR120 million a year between 2026 and 2028 - EBITDA margin about 30% in 2025, gradually improving towards 31% by 2028 - Capex at 2.5%-3% of sales over 2025-2028 - No dividends Recovery Analysis Key Recovery Rating Assumptions: - The recovery analysis assumes that Cooper would be considered a going concern in bankruptcy and reorganised rather than liquidated. This is driven by the company's diversified product portfolio and established pan-European market position. - Fitch assumes a 10% administrative claim. - Fitch estimates the going concern value available for creditor claims at about EUR1.5 billion, based on a going concern EBITDA of EUR270 million. The going concern EBITDA reflects a deterioration in demand, the loss of a major brand in products portfolio, rising competition and the negative impact of regulations. The assumption also reflects corrective measures taken in the reorganisation to offset the adverse conditions that trigger a default. - Fitch uses a 6.0x EBITDA enterprise value multiple to calculate a post-reorganisation valuation. This multiple reflects Cooper's premium market positions and protected business model, especially in the French market. - Fitch assumes the company's multi-currency revolving credit facility (RCF) of EUR295 million to be fully drawn in a restructuring, ranking equally with the rest of the senior secured first-lien loan. - Its principal waterfall analysis generates a ranked recovery of 'RR3' leading to a 'B+' rating for the senior secured first-lien loans of EUR2.7 billion, comprising a EUR2.4 billion term loan B and the RCF. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deteriorating organic or unsuccessful acquisitive growth, leading to a gradual weakening of EBITDA margins and low single-digit FCF margins - A continuing aggressive financial policy resulting in failure to deleverage to total debt/EBITDA below 6.5x by 2026 - EBITDA interest coverage below 2.0x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Profitable business organic growth, leading to robust EBITDA margins at around 30% - Solid profitability supporting continued strong cash conversion, with healthy FCF margins in high single digits - A more conservative financial policy leading to total debt/EBITDA at below 5.5x on a sustained basis - EBITDA interest coverage above 3.0x on a sustained basis Liquidity and Debt Structure At end-June 2025, Cooper reported Fitch-defined readily available cash of EUR185 million (after adjustment for restricted cash of EUR50 million). It has no material upcoming debt repayment maturities and expected positive FCF generation will support liquidity. Short-term debt was represented by factoring use of about EUR29 million at end-2024. The undrawn EUR295 million RCF due May 2028 provides additional support to Cooper's liquidity. Its sources of funding are concentrated and consist of a EUR2.4 billion first-lien term loan B due November 2028. Issuer Profile Cooper is a leading pan-European OTC consumer healthcare specialist managing a diversified portfolio of brands sold mainly in retail pharmacies. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Cooper Consumer Health LT IDR B Affirmed B senior secured LT B+ Affirmed RR3 B+ ============= G E R M A N Y ============= WEPA HYGIENEPRODUKTE: Moody's Rates New EUR400MM Sr. Sec. Notes Ba3 ------------------------------------------------------------------- Moody's Ratings has assigned a Ba3 instrument rating to the proposed EUR400 million backed senior secured notes of the German tissue producer WEPA Hygieneprodukte GmbH (WEPA). The outlook is positive. RATINGS RATIONALE The new backed senior secured notes are rated in line with the long term corporate family rating (CFR) of Ba3 and at the same level as WEPA's existing EUR650 million senior secured notes, reflecting their pari passu ranking in the capital structure. The proceeds from the issuance are expected to be used to refinance WEPA's existing EUR400 million senior secured fixed rate notes due 2027 with the remainder being available for general corporate purposes including M&A and capex. The new backed senior secured notes share the same collateral package as the super senior RCF, consisting of materially all of the group's assets, as well as upstream guarantees from most of the group's operating subsidiaries, representing a substantial share of assets and EBITDA. While RCF lenders benefit from priority treatment in a default scenario because their claims have a priority right of payment before any remaining proceeds are distributed to the holders of the senior secured notes a notching of the notes is not warranted given the fact that the relative share of the EUR150 million super-senior revolving credit facility in the capital structure of WEPA has reduced over time below Moody's threshold for a notching. The rating continues to be supported by (1) the group's leading market position in the production of private-label consumer tissue products, which benefit from fairly stable demand due to non-discretionary nature of some products; (2) long relationships and strong ties with customers, including joint product development; (3) strategically located good-quality assets, which are close to customers and limit transportation costs; (4) focus on cost control and commitment to tighter financial policy; and (5) strong credit metrics with high profitability, low leverage, positive free cash and a good liquidity profile despite strategic investments, low securitization drawings, and continued dividend distributions. The rating is primarily constrained by (1) limited geographical diversification and modest scale, with operations mainly in mature Western European markets, and a relatively narrow product portfolio compared with larger peers, such as Essity Aktiebolag (Essity, Baa1 stable); (2) some customer concentration, with a few large customers having significant pricing power; (3) WEPA's susceptibility to volatile input costs, which has resulted in a high level of volatility in its credit metrics in the past and can lead to earnings seasonality under price-sensitive contracts; (4) risks of profitability erosion due to downwards pricing pressure or sudden increase in key input costs; (5) relatively weak track record of positive free cash flow (FCF) generation over the past decade. RATIONALE OF THE OUTLOOK The positive outlook reflects the strengthened credit quality of WEPA mirrored in the strong credit metrics the company currently shows and the expectation that WEPA will be able to further build on a track record of strong operating metrics with high profitability, low leverage, and positive free cash flow. The positive outlook also assumes that liquidity remains solid with no significant dividend distributions outside of payout policy, large debt-funded acquisitions, or intensive period of capital spendings. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Positive rating pressure would develop further if: -- WEPA maintains a strong operating performance with a clear evidence of reduced earnings volatility -- Moody's-adjusted EBIT margin is materially above 12% on a sustained basis -- Moody's adjusted debt/EBITDA (including off-balance securitisation) is below 3.5x on a sustained basis -- WEPA builds a track record of positive free cash flow generation through the cycle Conversely, negative rating pressure could arise if: - Moody's adjusted EBIT margin is below 8% on a sustained basis -- Moody's adjusted debt/EBITDA (including off-balance securitisation) is above 4.5x on a sustained basis -- WEPA shifts to a more aggressive growth strategy, resulting in weaker credit metrics or material deterioration of the liquidity profile LIQUIDITY WEPA maintains a good liquidity, supported by EUR102 million cash and cash equivalents and EUR150 million fully undrawn committed revolving credit facilities (RCFs) as of September 30, 2025. In addition, the company has access to a EUR220 million receivable-based program (ABS Program) which further strengthens its liquidity and financial flexibility. Net drawings as of September 30, 2025 amounted to EUR10.8 million compared to EUR5.8 million as of December 2024 and EUR100 million as of December 2023. Looking ahead, Moody's expects WEPA to maintain an ample headroom under its springing covenant (relaxed to at maximum net debt/EBITDA of 6.0x) which is only tested when RCFs drawings exceed 50%. The 5-year ABS program matures in June 2027, the maturity of the RCF has been extended to 2030, recently. Together with funds from operations of around EUR280 million (Moody's estimates including interest paid), Moody's expects WEPA to comfortably cover working capital swings, capital spending, and dividend distributions in line with its payout policy in the next 12-18 months. WEPA has no significant upcoming debt maturity, with EUR400 million senior secured notes only coming due in December 2027 and EUR250 million backed senior secured notes coming due in January 2031. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Paper and Forest Products published in August 2024. CORPORATE PROFILE Headquartered in Arnsberg, Germany, WEPA Hygieneprodukte GmbH (WEPA) is among the leading producers and suppliers of tissue products in Europe. The company focuses on private-label consumer tissue products, which currently generate around 86% of its group sales, with the remainder generated primarily from tissue solutions for Professional applications. The company operates 22 paper machines and around 80 converting lines in 14 production sites across Europe and has more than 4,000 employees. WEPA generated around EUR1.8 billion revenue in the 12 months that ended in September 2025. The company operates in Europe, with an established footprint in DACH, Italy, Benelux, France, Poland and the UK. WEPA was founded in 1948 by Paul Krengel as "Westfälische Papierfabrik". Currently, three Krengel families hold equal shares in the company. WEPA HYGIENEPRODUKTE: S&P Rates New EUR400MM Secured Notes 'BB' --------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue rating and '3' recovery rating to Germany-based hygiene-paper manufacturer WEPA Hygieneprodukte GmbH's (Wepa's) proposed EUR400 million senior secured fixed-rate notes due 2032. The proposed notes will rank pari passu with the existing EUR250 million senior secured fixed-rate notes due 2031. Wepa will use the issuance proceeds for the early refinancing of the EUR400 million senior secured fixed-rate notes due 2027. The issuance follows the publication of Wepa's third quarter results for 2025, which point to a trend broadly in line with our base case. For the first nine months of 2025, Wepa posted revenue of around EUR1.3 billion, declining by around 2% compared with the same period in the previous year, given declined sales volumes of semifinished goods. At the same time, in line with expectations, Wepa reported EBITDA margins contracted by around 300 basis points to approximately 14%, mainly driven by sales price deflation. S&P said, "In our base case, we expect annual revenue of around EUR1.8 billion in 2025, a 1%-2% decline versus 2024. We expect revenue to reach EUR1.8 billion-EUR1.85 billion in 2026, with some modest growth supported by increasing volumes, given the continuous penetration of private-label hygiene products in Europe, and moderate pricing revisions. Market analysis firm RISI forecasts that prices of northern bleached softwood kraft pulp will increase by 7% in 2026 and bleached hardwood kraft pulp by 5%. We expect Wepa to maintain S&P Global Ratings-adjusted EBITDA margin around 14.0%-14.5% over 2025-2026 (from 16.8% posted in 2024), a level that we believe the company can structurally maintain also over the medium term. This level of profitability will translate into S&P Global Ratings-adjusted leverage remaining close to 2.0x-2.5x. "Main downside risks to our base case could derive primarily from stronger competition in the tissue industry, in our view. We note A-brand players like Essity AB (BBB+/Stable/A-2) and Kimberly Clark Corp. (A/Negative/A-1) rely on promotional activity to maintain their market shares from further penetration of private labels. Yet, we believe Wepa has entrenched its position as a supplier of choice for some key retailers, leveraging its innovations from a sustainability point of view and its ability to satisfy customers' orders on time. We believe the company has relatively good headroom under the existing 'BB' issuer credit rating, supported by S&P Global Ratings-adjusted debt to EBITDA of about 2.0x-2.5x over 2025-2026, well below our downside trigger of 4.0x. We note Wepa's public financial policy states that it will keep net leverage between 2.0x and 3.0x (according to the company's calculation). In line with our methodology and including drawings on the asset-backed-securitization (ABS) facility, this translates into S&P Global Ratings' adjusted leverage of 2.5x-3.5x." Issue Ratings--Recovery Analysis Key analytical factors -- The EUR250 million senior secured notes due 2031 and the proposed EUR400 million senior secured notes due 2032 are rated 'BB' with a '3' recovery, which indicates our expectation of meaningful (50%-70%; rounded estimate: 60%) recovery in the event of a default. -- The recovery rating reflects the comprehensive nature of the security package, which includes share pledges, intercompany loans, and certain equipment and other real estate owned by Wepa and its subsidiaries. -- The recovery rating is constrained by the substantial amount of prior-ranking liabilities (primarily the EUR150 million super senior revolving credit facility [RCF] and the EUR220 million ABS facility). -- Under S&P's hypothetical scenario, it assumes increased competition and rising raw-material prices that cannot be passed on to consumers. -- S&P values Wepa as a going concern, reflecting its strong market position in the European private-label tissue market and its long-term relationships with key retailers. Simulated default assumptions -- Year of default: 2030 -- Jurisdiction: Germany Simplified waterfall -- Emergence EBITDA: approximately EUR120 million (capex represents 3.0% of sales; cyclicality adjustment is 0%, in line with the industry subsegment) -- Operational adjustment: 20% -- Multiple: 6.0x -- Gross recovery value: EUR711 million -- Net recovery value for waterfall after administrative expenses (5%): About EUR675 million -- Estimated priority claims (includes RCF drawings and the ABS facility): About EUR244.2 million* -- Estimated second-lien senior secured debt claims: Approximately EUR564 million§ --Recovery range: 50%-70% (rounded estimate: 60%) --Recovery rating: 3 *S&P assumes that the RCF is 85% drawn and that the ABS facility is 50% utilized at default. §All debt amounts include six months of prepetition interest. ============= I R E L A N D ============= AQUEDUCT EUROPEAN 14: Fitch Puts 'B-sf' Final Rating to Cl. F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Aqueduct European CLO 14 DAC final ratings, as detailed below. Entity/Debt Rating ----------- ------ Aqueduct European CLO 14 DAC Class A Loan LT AAAsf New Rating Class A XS3173759484 LT AAAsf New Rating Class B XS3173759641 LT AAsf New Rating Class C XS3173760060 LT Asf New Rating Class D XS3173760144 LT BBB-sf New Rating Class E XS3173760227 LT BB-sf New Rating Class F XS3173760656 LT B-sf New Rating Subordinated Notes XS3173761894 LT NRsf New Rating Z-1 XS3173760904 LT NRsf New Rating Z-2 XS3173761209 LT NRsf New Rating Z-3 XS3173761548 LT NRsf New Rating Transaction Summary Aqueduct European CLO 14 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to purchase a portfolio with a target par of EUR400 million. The portfolio is actively managed by HPS Investment Partners CLO (UK) LLP. The collateralised loan obligation (CLO) has a 4.7-year reinvestment period and an 8.5-year weighted average life test (WAL). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-calculated weighted average rating factor (WARF) of the identified portfolio is 24.5. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. The recovery prospects for these assets are more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the identified portfolio is 62.1. Diversified Portfolio (Positive): The transaction includes various concentration limits, including a maximum exposure of 40% to the three-largest Fitch-defined industries. All matrices are based on a top 10 obligor concentration at 20%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The deal has an about 4.7-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the deal structure against its covenants and portfolio guidelines. The deal has four matrices. Two are effective at closing and two one year after closing, all with fixed-rate limits of 12.5% and 5%. The closing matrices correspond to an 8.5-year WAL test while the forward matrices correspond to a 7.5-year WAL test. The forward matrices could be elected one year after closing if the collateral principal amount (defaults at Fitch collateral value) is at least at the reinvestment target par balance. Cash Flow Modelling (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the deal after its reinvestment period. These conditions include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL covenant that gradually steps down, before and after the end of the reinvestment period. These conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would not have any impact on the class A notes, lead to downgrades of two notches on the class B notes, one notch each for the class C, D and E notes, and to below 'B-sf' on the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class, B, D, E and F notes each have a rating cushion of up to two notches and the class C notes have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes have no rating cushion as they are at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class A to D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to four notches each, except for the 'AAAsf' notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and other nationally recognised statistical rating organisations and European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for its analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Aqueduct European CLO 14 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. BROOM HOLDINGS: Moody's Affirms 'B2' CFR, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings has affirmed Broom Holdings BidCo Limited's (Broom) B2 long-term corporate family rating and B2-PD probability of default rating. Concurrently, Moody's have affirmed the B2 instrument ratings of its senior secured term loan B and credit facilities due 2028. The outlook remains stable. The rating action follows the announcement by the company that it plans to raise EUR50 million of additional debt. Proceeds from the proposed EUR50 million fungible increase to the existing senior secured term loan will be used to repay the EUR42 million revolving credit facility (RCF) drawn earlier in the year, while the remaining EUR8 million will be retained as cash on the balance sheet. RATINGS RATIONALE The ratings affirmation reflects Moody's expectations that the company's Moody's-adjusted debt/EBITDA will decline to below 6.0x by 2026. However, Moody's notes that the ratings will be initially weakly positioned with Moody's-adjusted debt/EBITDA increasing to around 6.2x by year-end 2025 due to weaker-than-expected operating performance in the first nine months of the year. While Broom demonstrated robust revenue growth of 8% year-over-year in the first nine months of 2025, EBITDA remained largely unchanged compared to the previous year and was 5% behind budget. The underperformance is in its entirety ascribed to the UK waste business. In addition, Moody's expects Moody's-adjusted gross debt to rise by around EUR65 million in 2025, thereby further weakening Broom's leverage. This increase in debt is mainly attributed to capex requirements and acquisition payments. However, in 2026, Moody's expects earnings growth to accelerate, driven by volume and price increases as well as contribution from recent acquisitions and initiatives, allowing for EBITDA to exceed EUR140 million, which would position Broom more solidly in the rating category. Broom's B2 CFR continues to reflect its diversification along the waste value chain and moderate geographic diversification in Ireland , the UK and, to a lesser extent, the Netherlands; its leading market position in waste collection and processing in Ireland, with high barriers to entry, as well as a developing regional market share in the UK's fragmented market; the supportive regulatory and industry trends where it operates; and a track record of solid margins. At the same time, the ratings are constrained by Broom's high financial leverage, with Moody's-adjusted gross debt/EBITDA at 5.8x in 2024, with further deleveraging dependent on future earnings growth; the group's small size, with reported EBITDA of EUR139 million in 2024; the exposure of commercial waste collected volumes to cyclical macroeconomic conditions; a moderate level of waste internalization; continued high capital spending, which strains free cash flow; and some degree of event risk related to future M&A activity. LIQUIDITY Moody's considers Broom's liquidity to be solid, because it is supported by the absence of significant debt maturities until 2028 and Moody's expectations of positive, although modest, free cash flow. As of September 30, 2025, Broom had EUR39 million of cash on its balance sheet. The company also has a EUR120 million RCF due 2028, which will be fully undrawn following the EUR42 million repayment. STRUCTURAL CONSIDERATIONS The B2 ratings on Broom's senior secured term loan and credit facilities are aligned with the B2 CFR, reflecting that the loan and facilities are guaranteed by Broom and subsidiaries representing 80% of consolidated EBITDA. Broom's capital structure also includes around EUR517 million worth of a shareholder loan from Broom Investments Limited. Moody's considers this shareholder loan as equity under Moody's Hybrid Equity Credit methodology. OUTLOOK The stable outlook reflects Moody's expectations that Broom will continue to grow its EBITDA, allowing for its leverage — defined as Moody's-adjusted gross debt/EBITDA — to decline below 6x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Broom successfully drives further EBITDA growth so that its leverage decreases below 5x on a sustained basis. Conversely, the ratings could be downgraded if Broom's leverage remains above 6x for a sustained period or its liquidity deteriorates substantially. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Environmental Services and Waste Management published in August 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 Broom Holdings BidCo Limited is the holding company that owns 100% of Beauparc Utilities Holdings Limited (Beauparc), an Irish waste management company involved in the collection and processing of waste in Ireland and the UK. Beauparc also carries out waste treatment in Ireland and the UK, and in the Netherlands (specialised recycling). Broom is owned through funds managed by private equity fund Macquarie Asset Management (MAM). In 2024, Broom reported revenues of EUR806 million and EBITDA of EUR139 million. CAIRN CLO XIII: Moody's Affirms B3 Rating on EUR11MM Class F Notes ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by Cairn CLO XIII DAC: EUR38,500,000 Class B Senior Secured Floating Rate Notes due 2033, Upgraded to Aa1 (sf); previously on May 19, 2021 Assigned Aa2 (sf) EUR25,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2033, Upgraded to A1 (sf); previously on May 19, 2021 Assigned A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR73,000,000 Class A Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf); previously on May 19, 2021 Assigned Aaa (sf) EUR125,000,000 Class A-1 Senior Secured Floating Rate Loan due 2033 Notes, Affirmed Aaa (sf); previously on May 19, 2021 Assigned Aaa (sf) EUR50,000,000 Class A-2 Senior Secured Floating Rate Loan due 2033 Notes, Affirmed Aaa (sf); previously on May 19, 2021 Assigned Aaa (sf) EUR29,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed Baa3 (sf); previously on May 19, 2021 Assigned Baa3 (sf) EUR20,500,000 Class E Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed Ba3 (sf); previously on May 19, 2021 Assigned Ba3 (sf) EUR11,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed B3 (sf); previously on May 19, 2021 Assigned B3 (sf) Cairn CLO XIII DAC, issued in May 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Cairn Loan Investments II LLP. The transaction's reinvestment period will end in November 2025. RATINGS RATIONALE The upgrades on the ratings on the Class B and Class C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in November 2025. The affirmations on the ratings on the Class A, Class A-1, Class A-2, Class D, Class E and Class F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR391.9m Defaulted Securities: EUR6.0m Diversity Score: 55 Weighted Average Rating Factor (WARF): 2937 Weighted Average Life (WAL): 4.27 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.67% Weighted Average Coupon (WAC): 3.18% Weighted Average Recovery Rate (WARR): 44.30% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the notes' seniority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell Moody's assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. HARVEST CLO XXXVII: Fitch Assigns B-sf Final Rating to Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Harvest CLO XXXVII DAC notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Harvest CLO XXXVII DAC A XS3192948480 LT AAAsf New Rating B XS3192948647 LT AAsf New Rating C XS3192948993 LT Asf New Rating D XS3192949298 LT BBB-sf New Rating E XS3192949454 LT BB-sf New Rating F XS3192949611 LT B-sf New Rating Subordinated Notes XS3192950031 LT NRsf New Rating Transaction Summary Harvest CLO XXXVII DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Investcorp Credit Management EU Limited. The CLO has a 4.7-year reinvestment period and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B+'/'B'. The Fitch-weighted average rating factor (WARF) of the identified portfolio is 23.1. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. The recovery prospects for these assets is more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-weighted average recovery rate (WARR) of the identified portfolio is 59.8%. Diversified Portfolio (Positive): The transaction includes various concentration limits, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three-largest Fitch-defined industries of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The deal includes four Fitch test matrices. Two are effective at closing, corresponding to an 8.5-year WAL. Two are effective one year after closing corresponding to a 7.5-year WAL. Each matrix set corresponds to two different fixed-rate asset limits at 5% and 10%. Switching to the forward matrices is subject to the aggregate collateral balance (defaults at Fitch collateral value) being at least equal to the reinvestment target par balance. The transaction has a 4.7-year reinvestment period and includes reinvestment criteria similar to those of other European deals. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the deal's Fitch-stressed portfolio analysis and matrices analysis is 12 months less than the WAL covenant. This is to account for strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage test and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL test covenant that gradually steps down, before and after the end of the reinvestment period. These conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A to C notes and would lead to downgrades of one notch each for the class D and E notes, and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B to E notes have a two-notch rating cushion due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the class B and C notes, three notches each for the class A and D notes, and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches each, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test covenant, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and other nationally recognised statistical rating organisations and European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for its analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Harvest CLO XXXVII DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. HARVEST XXX CLO: S&P Assigns B-(sf) Rating on Class F-R Notes ------------------------------------------------------------- S&P Global Ratings assigned credit ratings to Harvest XXX CLO DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer also issued unrated subordinated notes. This transaction is a reset of the already existing transaction that closed in September 2023. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes were withdrawn. Under the transaction documents, the rated notes will pay quarterly interest, unless a frequency switch event occurs. Following such an event, the notes would permanently switch to semi-annual payments. The portfolio's reinvestment period ends 4.50 years after closing; the non-call period ends 1.5 years after closing. The ratings assigned to the reset notes reflect S&P' 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 experience of the collateral manager's 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 2,787.33 Default rate dispersion 551.79 Weighted-average life (years) 4.61 Obligor diversity measure 139.68 Industry diversity measure 22.63 Regional diversity measure 1.28 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.95 Target 'AAA' weighted-average recovery (%) 36.47 Target weighted-average coupon 4.19 Target weighted-average spread (net of floors; %) 3.77 S&P said, "The portfolio is well-diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured 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 used the 400 million target par amount, the covenanted weighted-average spread (3.70%), and the covenanted weighted-average coupon (4.50%), as indicated by the collateral manager. We assumed the actual weighted-average recovery rates at all rating levels. 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. "Our credit and cash flow analysis shows that the class B-1-R to class E-R notes benefit from break-even default rate and scenario default rate cushions that we would typically consider to be in line with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on the notes. The class A-R and F-R notes can withstand stresses commensurate with the assigned ratings. "Until April 27, 2030, when the reinvestment period ends, the collateral manager may substitute the assets in the portfolio, as long the CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. 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, cause the transaction's credit risk profile to deteriorate. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R to F-R notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also assessed the sensitivity of our ratings on the class A-R to E-R notes, based on four hypothetical scenarios. "As our ratings analysis includes additional considerations to be incorporated before we would assign ratings in the 'CCC' category--and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met--we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P 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 industries. 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." Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 244.00 39.00 Three /six-month EURIBOR plus 1.28% B-1-R AA (sf) 42.00 28.50 Three /six-month EURIBOR plus 1.90% B-2-R AA (sf) 5.00 27.25 4.40% C-R A (sf) 24.50 21.13 Three/six-month EURIBOR plus 2.20% D-R BBB- (sf) 28.50 14.00 Three/six-month EURIBOR plus 3.45% E-R BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.60% F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.70% Sub. NR 31.40 N/A N/A *The ratings assigned to the class A-R, B-1-R, and B-2-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency permanently switches to semiannual and the index switches to six-month SONIA when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. Sub.--Subordinated notes. TRINITAS EURO X: Fitch Assigns 'B-sf' Final Rating to Class F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Trinitas Euro CLO X DAC final ratings, as detailed below. Entity/Debt Rating ----------- ------ Trinitas Euro CLO X DAC Class A Loan LT AAAsf New Rating Class A Notes XS3176121252 LT AAAsf New Rating Class B XS3176121419 LT AAsf New Rating Class C XS3176121682 LT Asf New Rating Class D XS3176121849 LT BBB-sf New Rating Class E XS3176122060 LT BB-sf New Rating Class F XS3176122227 LT B-sf New Rating Subordinated Notes XS3176122573 LT NRsf New Rating Transaction Summary Trinitas Euro CLO X DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to fund a portfolio with a target par of EUR400 million. The portfolio is managed by Trinitas Capital Management, LLC. The CLO has a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B+'/'B'. The Fitch-calculated weighted average rating factor of the identified portfolio is 22.8. Strong Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the identified portfolio is 62.2%. Diversified Portfolio (Positive): The transaction includes various concentration limits, including a top 10 obligor concentration limit at 20% and a maximum of 40% to the three largest Fitch-defined industries. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes two Fitch matrices effective at closing accompanied by two fixed-rate asset (FRA) limits of 7.5% and 12.5% and two matrices eligible from one year after closing based on a 7.5-year WAL test and the same FRA limits, subject to satisfaction of the reinvestment target par condition with defaults carried at collateral value. The transaction has an approximately 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL test covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include passing the coverage tests and Fitch's 'CCC' limit test, as well as a WAL covenant that gradually steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes and lead to one-notch downgrades for the class B and E notes and to below 'B-sf' for the class F notes. The class A, C and D notes would not be downgraded. Based on the actual portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio, the class B, D, E and F notes display rating cushions of two notches and the class C notes of three notches. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class A to D notes and to below 'B-sf for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of Fitch's stress portfolio would lead to upgrades of up to three notches for the notes, except the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on Fitch's stress portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the notes to withstand larger than expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover for losses on the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Trinitas Euro CLO X DAC The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Trinitas Euro CLO X DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. =================== L U X E M B O U R G =================== ARD FINANCE: Moody's Appends 'LD' Designation to PDR ---------------------------------------------------- Moody's Ratings has appended a limited default (LD) designation to ARD Finance S.A.'s (Ardagh) probability of default rating, revising it to Caa2-PD/LD from Caa2-PD. The LD designation will remain in place for three business days. There is no change to the company's Caa2 long-term corporate family rating or to the ratings of its debt instruments issued by ARD Finance S.A. and Ardagh Packaging Finance plc. The unaffected outlook remains negative. On November 12, Ardagh completed a full recapitalization of its capital structure, whereby the total debt of the glass packaging business (ARGID) was reduced by approximately $4 billion to $5 billion and its maturity extended to 2030. The LD designation reflects Moody's views that the transaction constitutes a distressed exchange, which qualifies as a default under Moody's definitions. The new capital structure will include $1.56 billion of first-lien senior secured notes, c.$2.6 billion of second-line senior secured notes, and a c.$0.5 billion asset based lending (ABL) facility, all maturing in 2030. Proceeds from the first-lien senior secured notes were used to refinance existing debt, including the $926 million senior secured facility provided by Apollo, to fund the $300 million purchase of Yeoman Capital S.A. by the new equity holders, and to support general corporate purposes. While the transaction is credit positive from a balance sheet and liquidity perspective, reducing total debt and leverage, and extending the debt maturity, the company's free cash flow will further weaken because interest expense under the new structure will be higher. This is due to a 9.5% cash coupon on the new first-lien senior secured notes and a higher coupon on the second lien senior secured notes. The second lien senior secured notes also carry PIK interest component, a feature that will increase debt over time, potentially slowing deleveraging. ARDAGH GROUP: S&P Lowers ICR to 'SD' on Debt Restructuring ---------------------------------------------------------- S&P Global Ratings lowered its long-term issuer credit ratings on Ardagh Group S.A., ARD Finance S.A., Ardagh Packaging Holdings Ltd., and Ardagh Packaging Group Ltd. to 'SD' (selective default) from 'CC'. S&P said, "We also lowered our issue ratings on the senior secured notes co-issued by Ardagh Packaging Finance PLC and Ardagh Holdings USA Inc. to 'D' (default) from 'CC'. We also lowered our issue ratings on the senior unsecured notes co-issued by Ardagh Packaging Finance PLC and Ardagh Holdings USA Inc., and the deeply subordinated PIK toggle notes issued by ARD Finance S.A. to 'D' from 'C'. "Our ratings on Ardagh Metal Packaging Finance PLC (AMP; CCC+/Stable/--) and its debt instruments remain unchanged." Luxembourg-based metal and glass packaging producer Ardagh Group S.A. announced the completion of a capital restructuring. This capital restructuring relates solely to the debt raised by Ardagh's glass operations. It foresees the provision of new senior secured $1.5 billion senior secured notes and the exchange of the existing senior secured notes (about $2.7 billion) for new second-lien notes. The senior unsecured notes issued by the glass packaging entities and the payment-in-kind (PIK) notes issued by ARD Finance S.A. are being written off, resulting in the transfer of the ownership of Ardagh Group S.A. to the holders of these notes. S&P views this restructuring as distressed and tantamount to default, as certain senior secured, senior unsecured, and PIK toggle note creditors are receiving less than originally promised. S&P said, "Ardagh Group SA completed a restructuring of its capital on Nov. 12, 2025, which we view as a distressed transaction. The capital restructuring relates to debt borrowed by the group's glass packaging entities. The restructuring includes the provision of a new first-lien senior secured $1.5 billion loan to refinance the EUR790 million loan provided to Ardagh Investments Holdings Sarl (AIHS), fund a $300 million payment to existing shareholders (for the indirect purchase of Ardagh Group S.A. by certain lenders), as well as about $274 million in cash on balance sheet. The restructuring also provides for the exchange of the existing senior secured notes (about $2.7 billion) for new second-lien notes. The senior unsecured notes and the PIK notes issued by ARD Finance S.A. will be fully written off; this corresponds to about $4.3 billion or about 35% of Ardagh Group S.A.'s total debt. In return, ownership of Ardagh Group S.A. will pass to the holders of the existing senior unsecured notes (92.5%) and of the PIK notes issued by ARD Finance S.A. (7.5%). We view this restructuring as distressed and tantamount to default, as some creditors (mainly the senior unsecured noteholders and the PIK noteholders) are receiving less value than originally promised. "We understand that the company received the consent of over 99% of the affected secured and unsecured noteholders, allowing the company to restructure these notes on a consensual basis. The company has initiated a court procedure in Luxembourg to implement the write-off of the PIK notes, as only 82% (90% would have been required for a consensual procedure) of these noteholders consented to the restructuring. Equitization of the PIK notes has already taken place. "We lowered our issue ratings on the senior secured, senior unsecured, and PIK toggle notes issued by the glass packaging operations to 'D'. We lowered our issue ratings on the senior secured notes co-issued by Ardagh Packaging Finance PLC and Ardagh Holdings USA Inc. to 'D' (default) from 'CC', as we view the exchanged senior secured notes as being primed by the new $1.5 billion senior secured loan. We also lowered the issue rating on the senior unsecured notes co-issued by Ardagh Packaging Finance PLC and Ardagh Holdings USA Inc., and the $1.8 billion deeply subordinated PIK toggle notes issued by ARD Finance S.A. to 'D' from 'C'. These notes are being entirely written off, in exchange for equity stakes (92.5% for the unsecured noteholders and 7.5% for the PIK noteholders) in Ardagh Group S.A. The existing owners will receive $300 million for their equity; this will be funded by the new $1.5 billion first-lien senior secured notes. "We have not taken any rating action on AMP. We do not anticipate that a default by Ardagh would directly affect our rating on AMP, although some risk exists. We have therefore not taken any rating action on AMP. "We will reassess our ratings on Ardagh Group S.A. and its subsidiaries, including AMP, after completion of the debt restructuring. We will then rate Ardagh Group S.A. based on our assessment of its business plan and credit metrics under the new capital structure. We expect these new ratings to be assigned shortly." Ardagh Group S.A., ARD Finance S.A., Ardagh Packaging Holdings Ltd., and Ardagh Packaging Group Ltd. S&P's 'SD' rating on Ardagh, ARD Finance S.A., and the rated glass packaging subsidiaries does not carry any outlook. Ardagh Metal Packaging Finance PLC (AMP) S&P said, "The stable outlook on AMP reflects our expectation that the selective default on Ardagh Group S.A. does not adversely affect AMP. We expect AMP will continue to generate positive cash flows over the next 12 months and pay dividends." KLEOPATRA HOLDINGS 2: S&P Cuts Sec. Debt Rating to D on Ch. 11 Case ------------------------------------------------------------------- S&P Global Ratings lowered its issue rating on plastics producer Kleopatra Holdings 2 S.C.A.'s (KH2) senior secured debt to 'D' from 'CCC-'. The downgrade reflects KH2's Chapter 11 bankruptcy filing. KH2 and certain of its subsidiaries voluntarily initiated a prepackaged Chapter 11 process in the U.S. Bankruptcy Court for the Southern District of Texas. S&P expects the procedure will allow KH2 to implement a Restructuring Support Agreement that it reached with certain debtholders. S&P said, "We understand that the restructuring plan will reduce KH2's debt by approximately EUR1.3 billion. We estimated KH2's S&P Global Ratings-adjusted debt quantum at about EUR2.4 billion at the time of the Chapter 11 filing." Additionally, KH2 obtained commitments for EUR215 million new debtor-in-possession financing, which is expected to support the company's operations during the restructuring process. S&P plans to reassess our ratings once the company emerges from Chapter 11. It expects this will happen in about 90 days. The 'D' issue rating on KH2's senior secured instruments mirrors the downgrade of the issuer credit ratings. The senior secured instruments included a EUR600 million term loan, a $725 million term loan, and EUR400 million notes all due in 2026. The rated senior secured debt was issued by Kloeckner Pentaplast of America Inc. and Kleopatra Finco S.a.r.l. -- both entities are ultimately fully owned by KH2. KLEOPATRA HOLDINGS: Moody's Downgrades PDR to D-PD and CFR to Ca ---------------------------------------------------------------- Moody's Ratings has downgraded the probability of default rating of global plastic packaging manufacturer Kleopatra Holdings 2 S.C.A (Klockner Pentaplast, KP or the company) to D-PD from Caa3-PD. Concurrently, Moody's have downgraded KP's corporate family rating to Ca from Caa1. Moody's have also downgraded the instrument ratings of Kleopatra Finco S.a r.l.'s EUR400 million senior secured global notes due 2026, EUR600 million senior secured first lien term loan B due 2026 and EUR120 million senior secured first lien revolving credit facility due 2026 to Ca from Caa1, and Klockner Pentaplast of America, Inc.'s $725 million backed senior secured first lien term loan B due 2026 to Ca from Caa1. Moody's have also downgraded the rating of Kleopatra Finco S.a r.l.'s EUR300 million backed senior unsecured notes due 2029 to C from Caa3. The outlook on the three entities has been changed to stable from negative. This rating action follows KP's announcement that it has entered into a Restructuring Support Agreement (RSA) with a significant majority of its financial partners and has voluntarily initiated a prepackaged Chapter 11 process in the United States Bankruptcy Court for the Southern District of Texas on 4 November 2025. Subsequent to this rating action, Moody's will withdraw all ratings of KP. RATINGS RATIONALE KP's ratings are constrained by an unsustainable capital structure, characterised by high leverage, weak interest coverage, negative free cash flow, weak liquidity and approaching debt maturities in 2026. The company's restructuring plan, as outlined in the RSA, will substantially reduce funded debt by approximately EUR1.3 billion and transition ownership to certain financial partners. The downgrade of the PDR to D-PD reflects KP's Chapter 11 filing, which constitutes a default under Moody's definitions. Moody's expects recovery prospects for existing creditors to be lower, consistent with the downgrade of the CFR and instrument ratings. The instrument ratings for the equivalent EUR1.2 billion of senior secured term loans issued by Kleopatra Finco S.a r.l. and Klockner Pentaplast of America, Inc. and EUR400 million of senior secured notes issued by Kleopatra Finco S.a r.l. are rated Ca, in line with the CFR. The senior unsecured notes rating at C reflects their subordination to a substantial amount of secured debt and lower expectations of recovery after the restructuring is completed. The stable outlook reflects Moody's views that recovery prospects are now appropriately reflected in the ratings. ESG CONSIDERATIONS Governance risk was a key consideration in the rating action, reflecting the company's aggressive financial strategies and high leverage, which led to the need for restructuring. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in April 2025. KP's Ca CFR is three notches below the scorecard-indicated outcome of Caa1, primarily due to lower recovery prospects for creditors following the restructuring. COMPANY PROFILE KP, a plastic packaging manufacturer, produces both flexible and rigid plastic films and trays for the pharmaceutical, health and food sectors. In the 12 months ending September 30, 2025, the company reported revenues of EUR1.7 billion and Moody's-adjusted EBITDA of EUR156 million. Since a restructuring and recapitalisation in June 2012, Strategic Value Partners (SVP) has been the principal investor. ===================== N E T H E R L A N D S ===================== FAIRBRIDGE 2025-1: DBRS Gives Prov. B Rating to Class E Notes ------------------------------------------------------------- DBRS Ratings GmbH assigned provisional credit ratings to the residential mortgage-backed notes to be issued by Fairbridge 2025-1 B.V. (the Issuer) as follows: -- Class A Notes at (P) AAA (sf) -- Class B Notes at (P) AA (sf) -- Class C Notes at (P) A (sf) -- Class D Notes at (P) BBB (low) (sf) -- Class E Notes at (P) B (sf) -- Class X1 Notes at (P) B (high) (sf) The credit rating assigned to the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal. The credit rating assigned to the Class B Notes addresses 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 provisional credit ratings on the Class C, Class D, Class E, and Class X1 Notes (together with the Class A and Class B Notes, the Rated Notes) address the ultimate payment of interest and the ultimate repayment of principal on or before the final maturity date. Morningstar DBRS does not rate the Class X2, Class Z, and Class R Notes (together with the Rated Notes, the Notes) also issued in the transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in the Netherlands. The Issuer will use the Notes to fund the purchase of mortgage receivables secured against buy-to-let residential properties in the Netherlands and a small portion of bridging loans. The mortgage loans were originated by Mogelijk Hypotheken B.V. (Mogelijk), Hyra Real Estate Investments B.V. (Hyra), and Pontifex Bridge Financing B.V. (DCMF) (collectively, the Originators or the Servicers) and were acquired by Spinnaker Assets 1 SARL (the Seller) before selling them to the Issuer. The transaction features a dedicated liquidity reserve fund that addresses shortfalls in the payment of senior expenses and interest on the Class A Notes, after the application of revenue collections. The transaction also features a Class B liquidity reserve fund to address shortfalls in the payment of interest on the Class B Notes, after the application of revenue funds. In addition, principal borrowing is also envisaged, after the application of revenue funds and the liquidity reserves. The Notes will start with a pro rata amortization and switch to a sequential amortization subject to a trigger event. Such an event may occur if the outstanding portfolio principal amount breaches the 3% threshold as of the cut-off date, including prefunding, or the interest payment date (IPD) in November 2026. As of September 2025, the portfolio consisted of 806 loans granted to 565 borrowers. These loans are secured by 736 properties, with an aggregate outstanding principal balance of EUR 268 million. Furthermore, the portfolio largely consists of fixed-rate loans that shall reset to a floating coupon, typically within five years after origination. Shortly before the reset, the Originators shall offer a new fixed-rate loan to the client. If the client accepts it, this would be recognized as a product switch as per the transaction documents and therefore be limited to 15% of the portfolio's outstanding balance. Product switches will also be guided by specific product switch conditions. Given the interest rate mismatch, the transaction also features an interest rate swap agreement. A prefunding period up to 31 December 2025 is also envisaged in the transaction up to an amount of EUR 13,120,600 that will be allocated to a dedicated prefunding principal reserve. This implies that the portfolio as of the first IPD may include additional mortgage receivables originated by Mogelijk when compared with the portfolio at closing. The selection of these additional exposures shall be limited by prefunding eligibility criteria. In case there are any remaining amounts in the dedicated reserve after the aforementioned date, these shall be allocated pro rata to amortize the Notes. Following the first optional redemption date on the IPD in November 2029, the margin payable on the Rated Notes (except for the Class X1 Notes) increases. U.S. Bank Europe DAC acts as the issuer account bank in this transaction, while ABN AMRO Bank N.V. will be the collection foundation account provider. Natixis S.A. shall act as the swap counterparty (Natixis). These counterparties are subject to downgrade credit rating triggers as well as remedial periods and actions, which are in compliance with the Morningstar DBRS' criteria. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction capital structure and form and sufficiency of available credit enhancement. -- The credit quality of the mortgage portfolio and the servicers' 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. -- Morningstar DBRS' sovereign credit rating on the Kingdom of the Netherlands of AAA with a Stable trend as of the date of this press release; and -- The consistency of the transaction's legal structure with the 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 euros unless otherwise noted. VTR FINANCE: S&P Puts 'CCC+' ICR on Watch Pos. Amid Reorganization ------------------------------------------------------------------ S&P Global Ratings placed its 'CCC+' issuer credit rating on VTR Finance N.V. (VTR), 'CCC' issue rating on its senior unsecured notes, and the 'CCC+' issue rating on the operating subsidiary VTR Comunicaciones SpA's senior secured notes on CreditWatch with positive implications. The CreditWatch positive placement reflects our expectation that S&P could raise its ratings on VTR once the financials under the new corporate structure become available. In October 2025, America Movil S.A.B. de C.V. (AMX; A-/Stable/--) incorporated Claro Comunicaciones under VTR Finance N.V. (VTR). S&P believes this will strengthen VTR's credit profile. The CreditWatch positive placement signals the consolidation of Claro Chile's fixed telephony business into VTR and a high likelihood of the latter's upgrade. AMX has recently completed a reorganization of its operations in Chile, including the incorporation of Claro Comunicaciones under VTR. Claro Comunicaciones holds all fixed telephony business of Claro Chile including broadband, fixed telephony, and pay TV. The combined entity's scale and market position will strengthen. The incorporation of Claro's fixed business under VTR will result in a larger and more diversified business platform. For instance, according to data from Subtel, market share in pay TV of the consolidated operations would have been 37.4% (against VTR's 29.5% on a stand-alone basis), 22.2% in fixed telephony (1.3%), and 27.6% in broadband (18.7%) as of June 2025. S&P also anticipates the integration of Claro fixed business will contribute to operating cash flow while not adding new debt, which could improve VTR's credit metrics from their currently very weak levels. S&P said, "We will reassess VTR's credit profile once the financials of the combined entity become available. We expect to have sufficient additional information once the company starts reporting consolidated financials as of the fourth quarter of 2025. At that point, we will assess the combined entity's competitive position, operational performance, and capital structure. "We will continue incorporating group support from AMX into our ratings on VTR. During 2024 and 2025, VTR has received considerable financial support from AMX. For instance, since September 2024, through VTR and other related entities, the group has repurchased a large share of VTR and VTR Comunicaciones' notes in open market operations." =============== P O R T U G A L =============== ARES LUSITANI: DBRS Confirms BB Rating to Class D Notes ------------------------------------------------------- DBRS Ratings GmbH confirmed its credit ratings on the rated notes issued by Ares Lusitani - STC, S.A. (Pelican Finance No. 2) (the Issuer) as follows: -- Class A Notes at AA (high) (sf) -- Class B Notes at A (high) (sf) -- Class C Notes at BBB (high) (sf) -- Class D Notes at BB (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 January 2035. The credit ratings on the Class B, Class C, and Class D Notes address the ultimate payment of interest while junior to other outstanding classes of notes but the timely payment of scheduled interest when they are the senior-most tranche, as well as the ultimate repayment of principal by the legal 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 September 2025 payment date; -- Updated probability of default (PD), loss given default (LGD), and expected loss assumptions for the aggregate collateral pool; 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 Portuguese consumer and auto loan receivables originated and serviced by Caixa Economica Montepio Geral and Montepio Credito - Instituicao Financeira de Credito, S.A. The transaction closed in December 2021 with an initial portfolio balance of EUR 356.8 million and has been repaying principal on the rated notes on a pro rata basis since. PORTFOLIO PERFORMANCE As of the August 2025 cut-off date, loans that were 0 to 30, 30 to 60, and 60 to 90 days delinquent represented 3.2%, 0.5%, and 0.3% of the outstanding collateral balance, respectively. Gross cumulative defaults, defined as loans more than 90 days in arrears, amounted to 2.2% of the aggregate portfolio initial balance, 48.6% of which has been recovered to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables, maintained its base case PD assumption at 5.6% and updated its LGD assumption to 40.9%. CREDIT ENHANCEMENT Credit enhancement to the rated notes is provided by the subordination of the respective junior obligations and, partially, the cash reserve, as amortized amounts are released as principal available funds to amortize the notes. As of the September 2025 payment date, credit enhancement to the Class A, Class B, Class C, and Class D Notes was 19.1%, 13.3%, 8.3%, and 2.8%, respectively, down from 19.7%, 13.8%, 8.9%, and 3.5%, one year ago. The credit enhancement decreased due to the cash reserve no longer releasing principal to the structure as the reserve is currently at its floor, while principal collections are used to repay the partially uncollateralized Class E Notes. However, any amount outstanding on the cash reserve at the time of when the rated notes are fully repaid, or at final maturity, will be released back into the principal available funds. The amortizing cash reserve, fully funded at closing to EUR 3.43 million, has a target balance equal to 1.0% of the outstanding balance of the rated notes, subject to a floor of EUR 1.78 million. The reserve provides liquidity support to the transaction as it is available to cover senior expenses and interest payments on the Class A Notes. As of the September 2025 payment date, the reserve was equal to its floor level of EUR 1.78 million. Citibank N.A., London Branch (Citibank London) acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on Citibank London, 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 on the rated notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Crédit Agricole Corporate and Investment Bank (CACIB) acts as the cap counterparty for the transaction. Morningstar DBRS' private credit rating on CACIB 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. =========================== U N I T E D K I N G D O M =========================== ANGLIA CROWN: Kroll Advisory Appointed as Joint Administrators -------------------------------------------------------------- Anglia Crown Limited, trading as Bon Culina, was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies List (ChD), Court Number CR-2025-007605. Benjamin John Wiles and Robert Armstrong of Kroll Advisory Ltd were appointed as joint administrators on Nov. 10, 2025. The company is a manufacturer of prepared meals and dishes. Its registered office is at Unit 1 Newcomen Way, Severalls Industrial Park, Colchester, Essex, CO4 9WN. The joint administrators can be reached at: Benjamin John Wiles Robert Armstrong Kroll Advisory Ltd The News Building, Level 6 3 London Bridge Street London, SE1 9SG For further details, contact: The Joint Administrators Tel No: +44 (0) 20 7089 4700 Email: angliacrown@kroll.com Alternative contact: Judah Jackson ASIMI FUNDING 2025-2: DBRS Gives Prov. B(low) Rating to F Notes --------------------------------------------------------------- DBRS Ratings Limited assigned provisional credit ratings to the following classes of notes (collectively, the Rated Notes) issued by Asimi Funding 2025-2 PLC (the Issuer): -- 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 (low) (sf) -- Class F Notes at (P) B (low) (sf) -- Class X Notes at (P) CCC (sf) Morningstar DBRS does not rate the Class G Notes (together with the Rated Notes, the Notes) also expected to be issued in the transaction. The credit ratings of the Class A and Class B Notes address the timely payment of scheduled interest and the ultimate repayment of principal by the final maturity date. The credit ratings of the Class C, Class D, Class E, Class F and Class X Notes address the ultimate payment of scheduled interest while the class is subordinate but the timely payment of scheduled interest when it is the most senior class, and the ultimate repayment of principal by the final maturity date. The transaction is the third securitization issuance of fixed-rate consumer loans granted by Plata Finance Limited (Plata or the seller) to private individuals residing in the United Kingdom. Plata is the initial servicer with Lenvi Servicing Limited (Lenvi) in place as the standby servicer for the transaction. CREDIT RATING RATIONALE Morningstar DBRS based its 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 and the diversification of the collateral portfolio, its historical performance, and the projected performance under various stress scenarios -- Morningstar DBRS' operational risk review of Plata's capabilities regarding originations, underwriting, servicing, position in the market, and financial strength -- The operational risk review of Lenvi regarding servicing -- The transaction parties' financial strength relative 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 on the United Kingdom of Great Britain and Northern Ireland, currently AA with a Stable trend TRANSACTION STRUCTURE The transaction is static and allocates collections in separate interest and principal priorities of payments. The transaction benefits from two reserves initially funded with the (Class X) Notes proceeds: (1) the Class A liquidity reserve fund equal to 2% of the outstanding Class A Notes balance, subject to a floor of 1% of the initial Class A Notes balance and (2) the general reserve fund equal to 1.5% of the outstanding Rated Notes balance (excluding the Class X Notes) minus the Class A liquidity reserve fund target amount, subject to a floor of GBP [500,000]. Both reserves are part of interest available funds and can be used to cover senior expenses, servicing fees, senior hedging payments, interest payments on the Class A Notes, and the Class A principal deficiency ledger (PDL) by the Class A liquidity reserve fund, and interest payments on the Rated Notes (excluding the Class X Notes) by the general reserve fund. In addition, there is a late delinquency loss reserve fund, which will be funded in the transaction interest waterfalls for loans 90 or more days past due that are not defaulted. If the interest collections and these three reserves are not sufficient, principal funds can also be reallocated to cover senior expenses, servicing fees, senior hedging payments, interest payments on the most-senior class of Notes (excluding the Class X Notes), and related Class PDLs. Morningstar DBRS considers the interest rate risk for the transaction to be somewhat limited as an interest rate swap is expected to be in place to reduce the mismatch between the fixed-rate collateral and the floating-rate Notes. However, only around [67]% of the portfolio at closing is hedged with a predefined notional amount. Under the terms of the swap agreement, the Issuer pays a gradually increasing swap rate during the later stage of the transaction, which further compresses excess spread. TRANSACTION COUNTERPARTIES Barclays Bank PLC (Barclays) is both the account bank and hedge provider for the transaction. Morningstar DBRS has a Long-Term Issuer Rating of "A" on Barclays, which meets the Morningstar DBRS criteria to act in these capacities. The transaction documents contain downgrade provisions consistent with Morningstar DBRS' criteria. PORTFOLIO ASSUMPTIONS As the performance data of Plata's loans continues to be limited, Morningstar DBRS received a proxy dataset of more seasoned loans originated by a Plata-related entity, Bamboo Limited (Bamboo), under similar underwriting criteria but with higher annual percentage rates (APRs) than Plata loans. Considering the slightly longer available historical data, a better collateral composition based on Plata's internal risk ranking and benchmarking of comparable European unsecured consumer loan portfolios, Morningstar DBRS revised the lifetime expected default to 13.5% from the 14% applied to the Asimi Funding 2025-1 transaction. In comparison, Morningstar DBRS maintained the expected recovery at 15% or a loss given default (LGD) of 85%, comparable with other UK consumer loan portfolios. FINANCIAL OBLIGATIONS Morningstar DBRS' credit ratings on the Rated 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 Amounts and the Class Balances. Notes: All figures are in British pound sterling unless otherwise noted. CANARY WHARF: Moody's Affirms 'Ba3' CFR, Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings has affirmed the Ba3 long-term corporate family rating and B1 senior secured instrument ratings of Canary Wharf Group Investment Holdings plc (CWGIH or the company). The outlook has been changed to stable from negative. The rating action reflects: -- Improving operating performance, with strong leasing momentum and rising office occupancy; -- Moody's expectations of an improvement in interest coverage as CWGIH executes its disposal programme and uses proceeds to repay higher-cost debt; and -- Elimination of near-term refinancing risk and an improved liquidity position, supported by new secured debt and ongoing shareholder support. RATINGS RATIONALE CWGIH's operating performance has strengthened in 2025, supported by robust leasing activity, including over 450,000 square feet of office space signed year-to-date as of August 2025, with major deals including HSBC Bank plc and Banco Bilbao Vizcaya Argentaria, S.A. Office occupancy improved to 94% as of November 2025, up from 88% at year-end 2024, reflecting the strong leasing momentum and positive tenant retention. Retail and residential occupancy levels remain high, at 96% and 97% respectively. Retail rental income rose 8% year-on-year in the first half of 2025, supported by record footfall and sales. Whilst interest coverage is currently weak, Moody's expects it to improve gradually as CWGIH executes its disposal programme, which is central to the company's deleveraging strategy. Moody's projects EBITDA/interest expense to rise to 1.4x by 2028 and debt/gross assets to fall below 40% over the next two to three years, supported by planned asset sales. There is a level of execution risk, particularly given the scale of planned disposals in a still uncertain, albeit improving, investment environment. However, CWGIH's shareholders have historically provided support through asset acquisitions, and Moody's expects such support to continue as necessary. CWGIH has successfully eliminated near-term refinancing risk. In December 2024, the company secured a GBP610 million facility on retail assets to refinance the GBP350 million 2025 bond and the EUR300 million 2026 bond. CWGIH also benefits from an equity commitment letter from its shareholders, which can be drawn to repay the 2028 bond and outstanding revolving credit facility (RCF) balances at maturity if needed. Liquidity has therefore significantly improved, with GBP261 million in cash and GBP130 million in committed RCFs as of June 30, 2025. ENVIRONMENTAL, SOCIAL, AND GOVERNANCE CONSIDERATIONS Governance is a key consideration in CWGIH's credit profile. The company benefits from explicit and ongoing shareholder support, including a substantial equity commitment and a demonstrated track record of timely interventions to address liquidity needs. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects CWGIH's improving operating performance, elimination of near-term refinancing risk and continued shareholder support, as well as Moody's expectations that interest coverage will improve as a result of the company's planned disposal programme. STRUCTURAL CONSIDERATIONS Moody's views the senior secured notes as unsecured because they do not benefit from a direct fixed charge security over any properties. In line with Moody's REITs and Other Commercial Real Estate Firms methodology, CWGIH's Ba3 CFR references a senior secured rating because secured funding forms most of the company's funding mix. The senior secured notes, which Moody's views as unsecured, are rated B1, one notch below the Ba3 CFR, to reflect the low level of unencumbered assets (excluding land value) that provides weak asset coverage for unsecured creditors. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if: interest coverage steadily improves and leverage reduces on a sustained basis; operating performance remains strong across all segments, with high occupancy, robust leasing activity and resilient rental income; and liquidity remains robust, with early refinancing of debt maturities. The ratings could be downgraded if: interest coverage, as measured by EBITDA/interest expense, fails to improve steadily towards 1.5x; debt/gross assets remains well above 55% for a prolonged period; or shareholders do not continue to provide sufficient and timely support if needed. Moody's may downgrade the senior secured notes, which Moody's considers unsecured, if the quality of the unencumbered asset pool deteriorates or there is a further weakening of unencumbered asset coverage for unsecured creditors, beyond the anticipated reduction following the introduction of new secured debt. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in May 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. CORPORATE PROFILE CWGIH develops, manages and currently owns interests in approximately 9 million square feet of mixed-use space, including 12 office properties, 19 retail, leisure and hospitality properties and over 1,400 Build to Rent apartments situated on the Canary Wharf Estate. As of June 30, 2025, the group's investment properties, developments and development land were valued in aggregate at approximately GBP6.3 billion, generating gross rental income of around GBP321 million for the last twelve months. CWGIH's ultimate shareholders are Brookfield Corporation (A3 stable) and the Qatar Investment Authority, owned by the Government of Qatar (Aa2 stable). The company is the developer of the largest urban regeneration project in Europe. DEUCE FINCO: Moody's Rates New GBP1.295BB Sr. Secured Notes 'B2' ---------------------------------------------------------------- Moody's Ratings has assigned B2 ratings to the planned GBP1.295 billion equivalent backed senior secured notes issued by Deuce FinCo plc, a subsidiary of Deuce Midco Limited (David Lloyd Leisure or DLL). Deuce Midco Limited's B2 long-term corporate family rating (CFR), its B2-PD probability of default rating (PDR), and its Ba2 senior secured bank credit facility rating are unaffected by its planned refinance. The stable outlook on both entities is also unaffected. RATINGS RATIONALE The GBP1.295 billion raised from the new backed senior secured notes issuance by Deuce FinCo plc will be used to repay approximately GBP900 million equivalent of currently outstanding backed senior secured notes, as well as to refinance about GBP385 million of Holdco PIK that sits outside the restricted group. As part of the refinancing, DLL will establish a new GBP175 million senior secured revolving credit facility (RCF), a GBP50 million increase from the current GBP125 million RCF. Moody's expects DLL to sustain its strong operating performance leading to strong earnings growth and improving credit metrics. Moody's anticipates that the company's Moody's-adjusted debt-to-EBITDA ratio, which was 6.5x for the 12 months ending June 30, 2025, will rise slightly to 6.8x by the end of 2025 following the refinancing. Moody's expects this ratio to improve to 6.2x in 2026 and 5.7x in 2027. ESG CONSIDERATIONS Governance considerations include DLL's concentrated ownership by private equity, along with its tolerance for leverage and debt-funded growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade the company's rating if on a Moody's-adjusted and sustainable basis: -- profits keep growing through membership and/or member yield growth; and -- debt/EBITDA is below 5x; and -- EBITA/interest is above 2x; and -- free cash flow is substantially positive, leading to a higher cash balance Downward pressure could materialise if on a Moody's-adjusted and sustainable basis: -- profits decline due to lower membership and/or member yield decline; or -- debt/EBITDA increases towards 7x; or -- EBITA/Interest is below 1.5x; or -- liquidity weakens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PROFILE Headquartered in Hatfield, UK, David Lloyd Leisure is the second largest Health & Wellness operator in Europe by revenue after Basic-Fit. As at June 30, 2025, the company had 801 thousand members across 134 premium clubs: 105 in the UK and 29 in Europe (Republic of Ireland, Germany, Spain, France, Belgium, the Netherlands, Switzerland, and Italy). Since November 2013, it has been owned by funds advised by TDR Capital. EAST ONE 2025-1: DBRS Gives Prov. B(high) Rating to 2 Note Classes ------------------------------------------------------------------ DBRS Ratings Limited assigned provisional credit ratings to the residential mortgage-backed notes (collectively, the Rated Notes) to be issued by East One 2025-1 PLC (the Issuer) as follows: -- Class A Notes at AAA (sf) -- Class B Notes at AA (high) (sf) -- Class C Notes at A (high) (sf) -- Class D Notes at A (high) (sf) -- Class E Notes at BBB (sf) -- Class F Notes at B (high) (sf) -- Class X Notes at B (high) (sf) The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal on or before the legal final maturity date. The credit ratings on the Class B, Class C, Class D, Class E and Class F Notes address the ultimate payment of interest and the ultimate repayment of principal on or before the legal final maturity date while junior, and the timely payment of interest once such class of notes becomes the most senior class of notes outstanding. The credit rating on the Class X Notes addresses the ultimate payment of interest and principal on or before the legal final maturity date. Morningstar DBRS does not rate the Class Z Notes and Residual Certificates are also expected to be issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in the United Kingdom of Great Britain and Northern Ireland (UK). The notes to be issued shall fund the purchase of British second-lien mortgage loans originated and serviced by Equifinance Limited (Equifinance). Equifinance is a UK specialist second-lien mortgage lender which has been offering loans to customers in England, Scotland, and Wales since January 2012. Homeloan Management Limited shall be appointed as the back-up servicer to the transaction. This is the second securitization from Equifinance. The initial mortgage portfolio consists of GBP 224 million of second-lien mortgage loans collateralized by owner-occupied properties in the UK. Liquidity in the transaction is provided by a liquidity reserve fund (LRF). The LRF balance at closing will be zero. From closing, it will be funded via available principal collections on each IPD until the cumulative amount of principal applied equals the target level (ignoring any drawings). After the target level is achieved, the LRF will be funded via available revenue collections. It shall cover senior costs and expenses, senior swap payments, and interest shortfalls on Class A and Class B Notes. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover senior costs and expenses as well as interest shortfalls on the most senior outstanding class of notes. Interest shortfalls on Class B to F and Class X Notes, as long as they are not the most senior class outstanding, shall be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the notes are fully redeemed. The transaction also features a fixed-to-floating interest rate swap, given the presence of a large portion of fixed-rate loans (with a compulsory reversion to floating in the future), while the liabilities shall pay a coupon linked to Sterling Overnight Index Average (Sonia). The swap counterparty to be appointed as of closing shall be Citibank Europe plc. Furthermore, Citibank, N.A., London Branch, shall act as the Issuer Account Bank, and Santander UK Plc shall be appointed as the Collection Account Banks. Each of these entities are privately rated by Morningstar DBRS and meet the eligible ratings in structured finance transactions and are consistent with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Credit enhancement (CE) is expressed as a percentage of the initial portfolio balance, includes the liquidity reserve, and is as follows: -- Class A Notes CE: 21.25%; -- Class B Notes CE: 15.50%; -- Class C Notes CE: 10.00%; -- Class D Notes CE: 8.00%; -- Class E Notes CE: 6.25%; and -- Class F Notes CE: 1.75%. CE to the Class X notes is calculated at zero, as these are excess spread notes with interest and principal payments flowing through the revenue priority of payments. 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 mortgage portfolio and the ability of the servicer to perform collection and resolution activities. Morningstar DBRS estimated stress-level 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: UK Addendum"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, Class F, and Class X Notes according to the terms of the transaction documents. Morningstar DBRS analyzed the transaction structure using Intex DealMaker. Morningstar DBRS considered additional sensitivity scenarios of 0% CPR; -- The sovereign rating of AA with a Stable trend on the UK as of the date of this report; and -- 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 Pound Sterling unless otherwise noted. ELSTREE FUNDING 5: DBRS Confirms BB(high) Rating on 2 Note Classes ------------------------------------------------------------------ DBRS Ratings Limited confirmed its credit ratings on the Class A to Class F Notes (together, the Rated Notes) issued by Elstree Funding No. 5 PLC (the Issuer) as follows: -- Class A Notes at AAA (sf) -- Class B Notes at AA (high) (sf) -- Class C Notes at A (high) (sf) -- Class D Notes at BBB (high) (sf) -- Class E Notes at BB (high) (sf) -- Class F Notes at BB (high) (sf) The credit rating on the Class A Notes addresses the timely payment of interest and ultimate payment of principal on or before the legal final maturity date. The credit ratings on the Class B, Class C, Class D, Class E and Class F Notes address the ultimate payment of interest and principal on or before the legal final maturity date while junior, and timely payment of interest while the senior-most class outstanding. 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 September 2025 payment date. -- Portfolio default rate (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 transaction is a securitization of UK first and second lien owner-occupied and buy-to-let residential mortgages originated by West One Secured Loans Limited and West One Loan Limited, each a subsidiary of ENRA Specialist Finance. West One Secured Loans Limited acts as servicer of the portfolio and CSC Capital Markets UK Limited is the back-up servicer facilitator. PORTFOLIO PERFORMANCE As of August 31, 2025, loans two to three months in arrears and loans more than three months in arrears both represented 0.1% of the outstanding portfolio balance. The cumulative default ratio was 0.0%. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and updated its base case PD and LGD assumptions at the B (sf) credit rating level to 3.8% and 20.8% respectively. CREDIT ENHANCEMENT Credit enhancement to the Rated Notes is provided by subordination of the junior notes and the general reserve fund (GRF). As of the September 2025 payment date, credit enhancement had increased from the Morningstar DBRS Initial Rating as follows: -- Class A Notes: 16.4%, up from 14.9%; -- Class B Notes: 11.2%, up from 10.3%; -- Class C Notes: 6.5%, up from 5.9%; -- Class D Notes: 3.5%, up from 3.1%; -- Class E Notes: 1.1%, up from 0.9%; and -- Class F Notes: 0.2%, up from 0.1%; The transaction benefits from a liquidity reserve fund (LRF) that is funded to 1.25% of the outstanding balance of the Class A and Class B Notes, and is available to cover shortfalls in senior fees and interest payments on the Class A and Class B Notes. The LRF is at its target level of GBP 2.6 million. The GRF is funded to 1.25% of the initial balance of the Rated Notes minus the LRF target amount. The GRF is available to cover shortfalls in senior fees and interest payments on the Rated Notes, as well as principal losses on the Rated Notes via the principal deficiency ledgers. The GRF is at its target level of GBP 0.6 million. Citibank N.A., London Branch acts as the account bank for the transaction. Based on the Morningstar DBRS private credit rating on Citibank N.A., London Branch, 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 rating assigned to the Class A Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Lloyds Bank Corporate Markets plc acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on Lloyds Bank Corporate Markets plc is above the First Rating Threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Notes: All figures are in British pound sterling unless otherwise noted. ENTAIN PLC: Moody's Rates New EUR800MM Senior Secured Notes 'Ba1' ----------------------------------------------------------------- Moody's Ratings has assigned Ba1 ratings to the inaugural proposed minimum EUR800 million equivalent six-year dual-tranche senior secured notes issued by UK-based sports-betting and gaming group Entain plc (Entain). Existing ratings, including Entain's Ba1 corporate family rating, Ba1-PD probability of default rating and existing Ba1 ratings on the senior secured and backed senior secured bank credit facilities borrowed by wholly-owned subsidiaries Entain Holdings (Gibraltar) Limited and Ladbrokes Group Finance Plc respectively are unchanged. The outlook on all entities is negative. Net of fees and transaction expenses, proceeds from Entain's new notes will refinance on a dollar-for-dollar basis about a proposed minimum EUR800 million equivalent of amounts outstanding under the Euro Term Loan B4 due June 2028 borrowed by Entain Holdings (Gibraltar) Limited. RATINGS RATIONALE The Ba1 ratings assigned to Entain's bond issuance is in line with the company's CFR, reflecting the single debtor class in the capital structure. The newly-issued notes rank pari passu with the back facilities and share the same security package subject to the terms of the related intercreditor agreement. Entain's refinancing of a large quantum of Term Loan B debt with new bond debt well in advance of maturity is credit positive because it improves liquidity and diversifies the company's capital structure. Although the transaction is leverage-neutral, Entain's pro forma Moody's-adjusted gross leverage of 3.8x for the last twelve months ended June 30, 2025 (LTM June 2025) remains slightly outside of Moody's rating requirements. The Ba1 CFR continues to reflect Entain's (1) diversified business profile - across mature markets (UK, Italy, Australia) and fast growing geographies (Brazil, Central & Eastern Europe), as well as across products and delivery channels, (2) exposure to underlying positive demand in online gaming and sports betting combined with a stable retail gaming cash flow generation, (3) continued strategic focus on product innovation and responsible gambling initiatives, with its portfolio operating in only regulated and regulating markets minimising risk of regulatory disruption, , (4) proprietary technology platforms and CRM systems, which provide some form of barrier to entry, and (5) first-mover advantage in the growing US market through its JV BetMGM, which holds a number three market position locally. However, the Ba1 CFR remains constrained by the company's (1) limited free cash flow generation due to the yearly payment related to the HMRC settlement until 2027 as well as Moody's expectations that a settlement with the Australian Transaction Reports and Analysis Centre (AUSTRAC) will result in additional cash outflows; (2) a Moody's-adjusted leverage currently above the 3.5x threshold identified as commensurate with the current rating; (3) the risk of higher gaming tax being introduced to ease governments' deficits in both Europe and the UK, as evidenced by recent regulatory setbacks in Netherlands and Belgium ; (4) exposure to the highly competitive online betting and gaming industry, requiring constant innovation to maintain and attract new customers, and (5) JV structure in North America (BetMGM) that may limit Entain's control over strategy and cash flows repatriation, although BetMGM has announced it will start to return cash to parents from this year, with at least $100m being returned to Entain by year end. LIQUIDITY Entain's liquidity is good. The company reported cash of GBP267 million at June 30, 2025, net of cash held on behalf of customers. Entain also has access to a sizeable GBP645 million senior secured revolving credit facility (RCF) borrowed by Ladbrokes Group Finance Plc which Moody's expects to remain undrawn. The RCF benefits from a springing covenant once drawn for at least 40%; the covenant level of 6.0x provides plenty of headroom. On a pro forma basis, Entain's first meaningful scheduled maturity event is in October 2029 when $2,218 million of senior secured term loan B borrowed by Entain Holdings (Gibraltar) Limited comes due. However, the minority investors in Entain CEE hold a put option that could be exercised from November 2025 and which may result in significant cash outflows. Moody's base case assumes no exercise of the put option. However, if an exit payment needs to be made to the minorities, Entain would likely raise additional debt (bridge financing of GBP500m is in place for this purpose, should it be required). OUTLOOK The negative outlook reflects Moody's expectations that Entain's credit metrics will continue to remain under pressure in 2025 and will start to materially improve only in 2026. Additionally, there is a risk that company's credit metrics and liquidity could further deteriorate because the ongoing AUSTRAC's legal proceeding could result in a material financial obligation, as well as the minority investors in Entain CEE could choose to exercise a put option after November 2025. A stabilisation of the outlook would require improved visibility of such outcomes, in addition to sustained organic EBITDA growth and a positive FCF. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings is unlikely to materialise in the next 12-18 months, given the negative outlook. However, it could arise over time if Entain's Moody's-adjusted gross leverage remains below 2.5x and retained cash flow/net debt (Moody's-adjusted) exceeds 35%, both on a sustained basis. For a rating upgrade, Moody's also expects the group to further define its dividend policy and meet its net leverage target. Downward pressure on the ratings could occur if Moody's-adjusted debt to EBITDA is no longer expected to decline towards 3.5x by the end of 2026 or if the company changes its financial policy resulting in a higher net debt target than its currently stated 2.0x or if it choose to increase shareholders' remuneration ahead of debt repayment. A downgrade could also occur if significantly adverse regulatory actions materialize in one or more of the larger geographies, or Moody's assess a deterioration in the company's liquidity profile. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Gaming published in September 2025. PROFILE Entain plc is one of the world's largest sports-betting and gaming groups; it has operations in 31 regulated or regulating territories, employing more than 25,000 people in 20 offices across five continents. Entain operates through a broad portfolio of more than 35 leading brands, including iconic brands with presence on the high-street such as Coral, Eurobet, Ladbrokes and Bwin. Entain also owns proprietary technology across the vast majority of its core product verticals, as well as its B2C operations. The company reported net gaming revenue of GBP5,233 million and management EBITDA of GBP1,148 million for the LTM June 2025. The BetMGM JV operating in North America is not consolidated, and reported net gaming revenue of $2,452 million for the LTM June 2025. Listed on the London Stock Exchange and a constituent of the FTSE 100 index, Entain had a market capitalisation of about GBP5.1 billion as of November 03, 2025. EUROHOME UK 2007-2: S&P Affirms 'BB+(sf)' Rating on Cl. B2 Notes ---------------------------------------------------------------- S&P Global Ratings affirmed its 'A+ (sf)' credit ratings on Eurohome UK Mortgages 2007-2 PLC's class A3, M1, and M2 notes. At the same time, S&P affirmed its 'A- (sf)' rating on the class B1 notes and 'BB+ (sf)' rating on the class B2 notes. S&P also resolved the UCO placements of the class A3, M1, and M2 ratings. S&P said, "The affirmations reflect our full analysis of the most recent information we have received and the transaction's current structural features. The overall effect of applying our global RMBS criteria is an increase of our expected losses due to a higher weighted-average foreclosure frequency (WAFF) assumption. This has increased due to the larger proportion of loans in the portfolio receiving a 100% foreclosure frequency." Credit analysis results Rating level WAFF (%) WALS (%) Credit coverage (%) AAA 60.02 29.12 17.48 AA 54.85 22.72 12.46 A 51.97 12.24 6.36 BBB 48.26 7.02 3.39 BB 44.21 4.29 1.90 B 43.20 2.60 1.12 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. The ratings remain capped at the counterparty level under our revised counterparty criteria. S&P said, "The liquidity facility remains undrawn. However, the liquidity facility agreements held with Deutsche Bank AG do not comply with our counterparty criteria, as the transaction documents lack a strong commitment from the liquidity provider to replace itself or draw-to-cash its obligation if we lower its rating below 'A-1'. Furthermore, following our June 9, 2015, downgrade of Deutsche Bank, it failed to take any remedial actions. Therefore, in scenarios where we give benefit to the liquidity facility, the ratings remain capped at the 'A ' long-term ICR on Deutsche Bank. "Barclays Bank PLC is the swap counterparty in this transaction. Under our counterparty criteria, the collateral assessment for the swap is "no collateral". Therefore, in scenarios where we give credit to the swap counterparty, we limit the maximum supported rating for the notes to the swap counterparty, which corresponds to the 'AA- ' RCR on Barclays Bank. "The bank account documents do not comply with our counterparty criteria. As a result, the ratings on the notes are capped at our 'A+' long-term ICR on the bank account provider, U.S Bank Europe DAC. "Following the application of our criteria, we have determined that our ratings on this transaction's classes of notes should be the lower of (i) the rating as capped by our counterparty criteria, or (ii) the rating that the class of notes can attain under our global residential loans criteria. "Our credit and cash flow results for the class A3, M1, and M2 notes indicate that they could withstand our stresses at higher ratings than those currently assigned. However, we affirmed our 'A+ (sf)' ratings on these classes of notes as they are capped at our 'A+' long-term ICR on the bank account provider. "Under our credit and cash flow analysis, the class B1 and B2 notes could withstand our stresses at higher ratings than those currently assigned. However, we affirmed our ratings because they are constrained by additional factors that we considered. These include the exposure of these classes to tail-end risk due to any potential increase in defaults from the high level of interest-only loans and high arrears, their relative position in the capital structure, and the significantly lower credit enhancement for the subordinated classes than for the senior notes. We also considered the consistently high level of fees in the transaction." The transaction is backed primarily by a pool of nonconforming mortgage loans. GATWICK AIRPORT: Moody's Rates New GBP475MM Sr. Secured Bond 'Ba2' ------------------------------------------------------------------ Moody's Ratings has assigned a Ba2 rating to the proposed five-year senior secured bullet bond with an expected aggregate amount of GBP475 million to be issued by Gatwick Airport Finance plc (GAF). GAF plans to use most of the proceeds to refinance the upcoming GBP450 million bond maturity due in April 2026 and cover transaction costs. GAF is a holding company of Ivy Holdco Limited, which is a security parent for the Gatwick airport group (or the ring fenced group) owning London Gatwick Airport. The group is ultimately owned 50.01% by Vinci S.A. (A3 stable), while the remainder is managed by Global Infrastructure Partners (GIP) on behalf of several investors. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. RATINGS RATIONALE The Ba2 rating of the proposed bond is aligned with the existing rating of GAF and reflects the senior secured nature of the obligations and the terms of the proposed issuance, which are substantially in line with existing outstanding debt, with the exception of the removal of cross default clauses with the ring fenced group and liquidity provisions. In particular, the proposed issuance does not include any debt service reserving requirements, although GAF has a policy to maintain cash balances covering at least six months of debt service at all times. Until October 2024, GAF's lenders benefited from a 3.5 year fully-funded Debt Service Reserve established at the time of the issuance and put in place in the context of the uncertainties stemming from the Covid pandemic. The reduced liquidity levels going forward will make GAF's rating more vulnerable to potential stress and any weakening of financial flexibility exhibited by the ring fenced group. Moody's take comfort, however, from the Gatwick airport group's track record and commitment to continue implement prudent financial and liquidity policies. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Upward rating pressure is currently not anticipated, in light of the expected leverage levels of the Gatwick airport group and the potential for significantly increased investment needs over the medium term. More generally, GAF's rating could be upgraded if (1) there was a permanent strengthening of the Gatwick group's credit quality, coupled with increased clarity on longer term investment commitments for the group; (2) there were no concerns about the ring fenced group's ability to upstream cash providing a strong coverage of debt service requirements at GAF; and (3) the company had committed liquidity sources providing debt service coverage in excess of yearly requirements. GAF's rating could be downgraded if (1) it appeared likely that the ring-fenced group's FFO/debt will fall persistently below 10%; (2) there were concerns about the ring fenced group's ability to accommodate distributions to GAF, and these were not offset by adequate mitigating measures such as shareholder support; (3) financial flexibility exhibited at the ring fenced group's level were to decrease or was otherwise used to protect its own credit quality, particularly in anticipation of a potential significant increase in investment levels; (4) there was a risk of covenant breaches without offsetting measures in place; or (5) the company did not maintain prudent levels of liquidity including to cover six months debt service requirements as a minimum. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Privately Managed Airports and Related Issuers published in November 2023. 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. GROSVENOR 2023-1: Fitch Affirms 'B-sf' E Notes Rating, Outlook Neg. ------------------------------------------------------------------- Fitch Ratings has upgraded Grosvenor Square RMBS 2023-1 PLC's class B notes, and affirmed the others. All notes have been removed from Under Criteria Observation. Entity/Debt Rating Prior ----------- ------ ----- Grosvenor Square RMBS 2023-1 PLC Class A XS2594135084 LT AAAsf Affirmed AAAsf Class B XS2594135324 LT AAAsf Upgrade AAsf Class C XS2594138005 LT A+sf Affirmed A+sf Class D XS2594138260 LT BBB+sf Affirmed BBB+sf Class E XS2594138690 LT B-sf Affirmed B-sf Class F XS2594139078 LT CCCsf Affirmed CCCsf Class G XS2594139235 LT CCsf Affirmed CCsf Transaction Summary Grosvenor Square RMBS 2023-1 PLC is a refinancing of previous securitisations under Kensington Mortgage Company Limited's Finsbury Square (FSQ) and Gemgarto (GMT) RMBS shelf programmes prior to Kensington's acquisition by Barclays. The loans constituting the pool are a mix of seasoned owner-occupied and buy-to-let loans primarily originated by Kensington with a small proportion of loans originated by other lenders, Southern Pacific Personal Loans Limited and Money Partners Limited. KEY RATING DRIVERS Strong Credit Enhancement Accumulation: The transaction has deleveraged substantially since the last review due to borrowers refinancing with other lenders and prepaying out of the pool, product switches that have been repurchased by Kensington and the presence of a static general reserve fund in the structure. As at the September 2025 interest payment date (IPD), credit enhancement for the class A notes was about 69.4%, up from 36.9% as at the December 2024 IPD. This build-up in credit protection across the senior and mezzanine notes has supported the upgrade of the class B notes. Ratings Capped by PIR: The liquidity reserve fund in the structure only provides coverage for the class A and B notes once funded to target. In contrast, the class C to G notes do not have access to dedicated liquidity, leading Fitch to cap the notes at 'A+sf' for unmitigated payment interruption risk. Worsening Arrears: As at the September 2025 IPD, total arrears were about 45.7% and 12 month+ arrears were at 22.5%. This represents the worst arrears among UK prime specialist transactions rated by Fitch. The deterioration since closing when arrears were 9.7% has been driven by existing loans in arrears rolling deeper into arrears rather than new arrears formation. In addition, large prepayments by borrowers and loan repurchases by the seller due to product switches not being retained have exacerbated the pool's arrears. This, alongside the low yield relative to the weighted average (WA) margin of the structure after step-up, underlines the Negative Outlook on the class E notes. UK RMBS Criteria Updated: The rating actions reflect its updated UK RMBS Rating Criteria (see Fitch Ratings Updates UK RMBS Rating Criteria" dated 23 May 2025). A key element of the criteria update relevant to this transaction was the treatment of 12 month+ arrears loans, which Fitch now treats as defaulted in its analysis. This criteria update is aimed at recognising the volatile nature of cash flows related to these late-stage arrears and mitigates the potential for over-estimation of cash flows in Fitch's modelling. The pool's 22.5% share of 12 month+ arrears loans has a material negative impact on the analysis of the mezzanine and junior notes. This is due to no yield being generated from these assets in Fitch's modelling and the increasing WA margin of the structure as senior notes pay down over time. Protracted Work-Out: Fitch has sought to engage the servicer regarding the material build up in late-stage arrears since transaction closing. Discussions with the servicer have highlighted a protracted repossession process due to delays in the UK court system, borrower-friendly court decisions and complex cases due to borrower vulnerabilities, which can have extended work-out times. Fitch therefore expects more arrears loans to roll into late-stage arrears, placing continued stress on the mezzanine and junior notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and economic environment. Weakening asset performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce credit enhancement available to the notes. Unanticipated declines in recoveries could also result in lower net proceeds, which may make certain notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the WAFF and a 15% decrease in the WA recovery rate (RR) would lead to downgrades of eight notches for the class D notes, two notches for the class C notes and three notches for the class D notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement levels and, potentially, upgrades. Fitch found that a decrease in the WAFF of 15% and an increase in the WARR of 15% would lead to an upgrade of up to five notches for the class D notes. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Prior to the transaction closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. HOSPITAL COMPANY: Moody's Cuts Rating on GBP152MM Sec. Bonds 'Ba3' ------------------------------------------------------------------ Moody's Ratings has downgraded to Ba3 from Ba1 the underlying rating on The Hospital Company (Dartford) Issuer Plc's (the Issuer) GBP152.5 million index-linked senior secured bonds due 2031. The outlook remains negative. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. No rating action is taken on the A1 backed senior secured rating, as this is derived from the financial guarantee provided by Assured Guaranty UK Limited (AGUK, A1 stable). The Issuer is the financing vehicle for The Hospital Company (Dartford) Limited (ProjectCo). RATINGS RATIONALE The downgrade to Ba3 reflects the further material increase in estimated costs for outstanding estates remedial works, which ProjectCo must implement as part of the Settlement and Amendment Deed (S&AD) agreed in 2021 with the Dartford and Gravesham NHS Trust (the Trust). Following design works and extensive discussions between ProjectCo and the Trust over the past year, the total remedial cost estimate has risen to above GBP40 million, up from prior estimates and a previously disclosed GBP3.6 million for cladding issues. The increase is primarily due to additional design works, increased project scope and complexity, and an extended work schedule, with completion now expected in October 2032 - beyond the bonds scheduled maturity. Negotiations with the Trust are ongoing, with a new commercial settlement agreement expected by early 2026. The Trust has levied deductions related to fire safety unavailability of approximately GBP80,000 per month since August 2024, and a potential waiver from levying additional deductions is subject to continuing negotiations. ProjectCo's reserves remain fully funded and Moody's continues to expect debt service to be paid without reliance on the debt service reserve account but flexibility to accommodate any further cost increases is limited. From the second half of 2021, ProjectCo ceased to make dividend payments and build additional cash balances. Following an agreement with AGUK, ProjectCo funded an additional debt service reserve account, the ASDSCR reserve account, to smooth Debt Service Coverage Ratios (DSCRs) above covenant default levels (1.05x DSCR) and provide a further six-month debt service coverage while remedial works are ongoing. Given the recent revision of the timeline for the works, this reserving mechanism is now expected to remain in use until debt maturity in 2031. Shareholders have provided a GBP3 million subordinated loan facility to support remedial works, but no further contributions are envisaged. The magnitude and phasing of the works will strain ProjectCo's financial profile, resulting in a Moody's calculated minimum and average DSCRs of 0.88x (October 2026) and 1.06x, respectively. Under the Issuer's base case, using the smoothing mechanism with the ASDSCR reserve account, minimum and average covenant DSCRs would be 1.06x and 1.13x, respectively. The rating action also takes into account continued delays in the publication of audited accounts for the year ending March 2025, following similar delays for the prior year's accounts. These delays, together with the sharp upward revision in remedial cost estimates, continue to weigh on Moody's assessments of compliance and reporting and ProjectCo's management credibility and track record. The Ba3 underlying rating is further constrained by the following credit weaknesses: (1) a weak and leveraged financial profile, which reduces flexibility to absorb unexpected stress or further revisions of expenditures; (2) the magnitude and complexity of remedial works required, which pressure on the Project's financial and liquidity position; (3) the risk linked to the expiry of relief periods related to remedial works and the potential to incur additional material financial deductions and performance score reductions; and (4) protracted negotiations to arrive at a new settlement agreement as well as early signs of a deterioration in the relationship with the Trust. The Ba3 underlying rating continues to reflect as positives (1) ProjectCo's long-term private finance initiative project agreement (PA) with the Trust to build, finance, maintain and provide facilities management (FM) services to the Darent Valley Hospital; (2) the predictable and stable revenue stream under the PA; (3) a generally satisfactory operating performance of the hospital following the finalisation of the S&DA, which clarified performance standards; (4) the removal of soft FM services, which simplified ProjectCo's operational obligations; (5) the fact that P2G LLP, an independent third-party consultancy, has formally left the project, which is expected to reduce the risk of frictions between parties as ongoing discussions proceed and outstanding defects are remedied; and (6) creditor protections included within the financing structure. RATIONALE FOR NEGATIVE OUTLOOK The negative outlook reflects the magnitude and complexity of remedial measures which ProjectCo must deliver and protracted negotiations with the Trust on a new settlement agreement. Any increase in costs would further weigh on ProjectCo's financial and liquidity position when flexibility to absorb additional stress is limited. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Given the negative outlook, as well as the extent and complexity of planned remedial works, upward rating pressure is currently not envisaged. The rating could be downgraded if (1) required cladding, fire safety and site condition remedial works are more significant, costly or complex than currently estimated; (2) ProjectCo experiences difficulties or delays in delivering remedial works and this leads to increased risk of financial deductions and performance score reductions; (3) increased tensions negatively impact relationships between project parties; (4) the finalisation of the standstill agreement and, in turn, settlement agreement currently under discussion between ProjectCo and the Trust is further delayed; and (5) it appears likely that the Issuer will need to rely on mandatory maintenance and debt service reserves to fund its liquidity needs. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Operational Privately Financed Public Infrastructure (PFI/PPP/P3) Projects published in March 2023. 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. INTERNET RETAILER: AMS Business Appointed as Joint Administrators ----------------------------------------------------------------- The Internet Retailer Limited entered into administration in the High Court of Justice, Business and Property Courts in England and Wales, Insolvency and Companies List, Case Number CR-2025-007537. Gareth Howarth and Philip Lawrence of AMS Business Recovery were appointed as joint administrators on Oct. 30, 2025. The company's registered office and principal trading address is 12 Riverview Business Park, Station Road, Forest Row, RH18 5FS. The joint administrators can be reached at: Gareth Howarth Philip Lawrence AMS Business Recovery 1 Hardman Street Manchester, M3 3HF Telephone: 0161 413 0999 For further information, contact: Sahil Nadeem AMS Business Recovery Tel No: 0161 413 0999 Email: sahil.nadeem@groupams.co.uk JULIENNE BRUNO: Interpath Appointed as Joint Administrators ----------------------------------------------------------- Julienne Bruno Ltd, fka Secondbake Ltd, was placed into administration in the High Court of Justice, Business and Property Courts of England & Wales, Insolvency & Companies List (ChD), Court Number CR-2025-007953. Samuel Birchall and Howard Smith of Interpath Advisory were appointed as joint administrators on Nov. 11, 2025. The company is a manufacturer of prepared meals and dishes. Its registered office is at Interpath Ltd, 10 Fleet Place, London, EC4M 7RB. Its principal trading address is Unit 3 Stonefield Close, Unit 3 Hawkers Yard, Stonefield Close, Ruislip, HA4 0GH. The joint administrators can be reached at: Samuel Birchall Howard Smith Interpath Advisory, Interpath Ltd 4th Floor, Tailors Corner Thirsk Row, Leeds, LS1 4DP For further details, contact: Tel No: 0161 509 8604 KING HOLDCO: Moody's Assigns First Time 'B1' Corp. Family Rating ---------------------------------------------------------------- Moody's Ratings has assigned a first-time B1 corporate family rating and a B1-PD probability of default rating to King HoldCo Limited (Kelvion or the company), a global manufacturer of heat exchange solutions. At the same time Moody's have withdrawn the B2 CFR and the B2-PD PDR of Mangrove LuxCo III S.a r.l. (Mangrove). Concurrently, Moody's have assigned a B1 instrument rating to the proposed EUR750 million backed senior secured notes due 2032, to be issued by King US Bidco Inc. The B2 rating of the EUR525 million backed senior secured notes issued by Mangrove maturing in 2029 will be withdrawn upon repayment. The outlook on King HoldCo Limited and King US Bidco Inc. is stable. The net proceeds from the proposed EUR750 million issuance of backed senior secured notes, together with a concurrent equity contribution, will be used to repay existing net indebtedness of Mangrove LuxCo III S.a r.l., support the secondary buyout of Kelvion—through which Apollo Global Management, Inc. (Apollo) will acquire a majority stake alongside legacy shareholder Triton Investment Advisers (Triton)—and fund transaction-related costs. The transaction will result in a gross debt increase of around EUR220 million and a pro forma increase in Moody's-adjusted debt/EBITDA to 3.5x in the twelve months to June 2025 (up from 2.6x on an actual basis). However, absent any releveraging transactions, Moody's expects the company to delever organically at a steady pace, supported by a proven track record of operational turnaround, disciplined cost management, and robust organic growth across diversified, high-value end markets. RATINGS RATIONALE The B1 CFR assigned to Kelvion reflects the material improvement in credit metrics and operational performance since 2020. Moody's-adjusted EBITDA margin increased to 15.2% in LTM June 2025 from 5.5% in 2020, while Moody's-adjusted debt/EBITDA declined to 3.5x pro forma (2.6x actual) from 9.3x. Moody's-adjusted EBITA/Interest Expense improved to 3.2x from 0.2x over the same period. All operating segments have transitioned to earnings-accretive profiles, supported by structural tailwinds and operating leverage. Kelvion's earnings strength stems from its exposure to structurally growing sectors, notably High Tech (e.g., data center cooling) and Green Tech (e.g., energy transition and HVAC applications). The company has also enhanced its Services segment, which provides refurbishment, upgrades and repair solutions for installed equipment. This segment supports revenue visibility and contributes to margin stability beyond the installed equipment base. Kelvion benefits from strong pricing power, driven by the mission-critical nature and high failure costs of its components for a diversified blue-chip customer base. The company maintains a highly flexible cost base, with around 85% of costs classified as variable or semi-variable. In addition, its region-for-region manufacturing model mitigates geopolitical and supply chain risks. However, the CFR remains constrained by EBITDA margins that, while improving, still trail broader industry peers in thermal solutions and industrial process equipment. Moody's recognizes that the company is proactively engaging in an operational efficiency program to bridge the profitability gap targeting manufacturing, supply chain, and cost optimization, but note that execution sustainability is key to deliver targeted improvements. The rating also reflects limited visibility on financial policy under Apollo's majority ownership, which may affect the future pace of deleveraging, and the inconsistent free cash flow generation since 2020, notably with negative Moody's-adjusted FCF in 2021–2022 and shareholder distributions in 2024. RATIONALE OF THE OUTLOOK The stable outlook reflects Moody's expectations that Kelvion will maintain resilient credit metrics through market cycles and a potential normalization in data center expansion. As such, Moody's expects Kelvion to sustain mid-to-high double-digit EBITDA margins and absent any releveraging transactions to reduce Moody's-adjusted debt/EBITDA to 2.9x by year-end 2027, and build a consistent track record of positive Moody's-adjusted free cash flow. The stable outlook also reflects Moody's expectations that Apollo and Triton will endorse prudent financial policies, with no material debt-funded acquisitions or shareholder-friendly distributions that could delay deleveraging. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance is a key driver of this initial rating assignment. Concentrated ownership by Apollo and Triton, combined with the absence of independent board members, increases the risk of shareholder-friendly financial policies. On the positive side, Kelvion benefits from an experienced management team with a solid track record of revenue and earnings growth since 2022, and continued efforts to improve profitability in line with industry peers. LIQUIDITY Kelvion maintains good liquidity, underpinned by solid internal cash flow generation and access to diversified, committed external funding sources. Post-secondary buyout, Moody's expects the company to maintain access to EUR87 million unrestricted cash by year-end 2025. As part of the transaction, Kelvion upsized its committed revolving credit facility (RCF) to EUR120 million from EUR65 million. The company also benefits from a EUR50 million committed factoring program, which supports intra-year working capital needs, and a EUR170 million super senior secured guarantee facility, which provides additional support for operational and commercial activities. Over 2026-2027, Moody's expects the company to generate cash EBITDA of EUR260 - 300 million, sufficient to cover interest and tax charges, working capital fluctuations, and capital spending (estimated at EUR75 million, including lease principal repayments). It would result in a positive free cash flow in the range of EUR60 - 90 million (Moody's estimate). Moody's do not forecast shareholder distributions or M&A activity during this period, supporting an increase in year-end cash balances to EUR160–255 million. Kelvion benefits from a long-dated maturity profile, with no significant maturities prior to 2032.The super senior secured RCF is subject to a springing financial covenant, tested quarterly if net utilization exceeds 40% of total commitments, imposing a maximum senior secured net leverage ratio of 6.0x. While Moody's do not expect the company to draw on the RCF and trigger covenant testing, Moody's forecasts leverage to remain between 1.5x and 2.2x over 2026–2027, providing ample headroom under the covenant. STRUCTURAL CONSIDERATIONS Following the completion of the secondary buyout, Kelvion's capital structure will comprise a EUR120 million super senior secured RCF and proposed EUR750 million backed senior secured floating rate notes, both due 2032. The company also maintains access to a EUR170 million super senior secured guarantee facility, recorded off-balance sheet, to support operational needs such as warranty and performance obligations. Both the super senior RCF and guarantee facility benefit from first-ranking security and payment priority ahead of the backed senior secured notes in an enforcement scenario. The backed senior secured notes and super senior RCF are guaranteed by operating subsidiaries in the United States, Germany, the Netherlands, and Poland, collectively generating at least 80% of EBITDA from wholly-owned subsidiaries in those jurisdictions. Both instruments also benefit from a common security package, including pledges over equity interests in key holding entities, intercompany receivables, material bank accounts, and all assets of the US-based guarantors. In Moody's Loss Given Default (LGD) waterfall, the super senior RCF ranks ahead of the backed senior secured notes and other unsecured obligations at the operating entity, including trade payables, short-term lease liabilities, and pension obligations. The B1 rating assigned to the backed senior secured notes, in line with the B1-PD probability of default rating and the B1 corporate family rating (CFR), reflects the relatively modest quantum of structurally senior RCF relative to the total financial obligations, and incorporates Moody's standard 50% family recovery rate assumption. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could develop if: -- Kelvion sustains mid- to high-double-digit Moody's-adjusted EBITA margins throughout the cycle; -- Moody's-adjusted debt/EBITDA declines sustainably towards 3.0x; -- Moody's-adjusted EBITA/Interest Expense improves above 4.0x on a sustained basis; -- Kelvion maintains good liquidity, evidenced by Moody's-adjusted FCF/Debt sustained at high single digits; and -- Private equity sponsors publicly commit to capital allocation policies aligned with deleveraging and liquidity standards of a higher rating and -- Moody's have a positive outlook on the data center business. Conversely, negative rating pressure would arise if: -- Profitability deteriorates, as indicated by Moody's-adjusted EBITA margin sustained below 10%; -- Moody's-adjusted debt/EBITDA remains above 4.5x on a sustained basis; -- Moody's-adjusted EBITA/Interest Expense fails to improves above 3.0x on a sustained basis; and -- Liquidity deteriorates, evidenced by Moody's-adjusted FCF/Debt dropping to low single digits and aggressive capital allocation practices PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Manufacturing 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. CORPORATE PROFILE Kelvion is a globally diversified manufacturer of industrial heat exchange solutions, serving around 11 end-markets including data centers, liquefied natural gas (LNG), carbon capture, HVAC, refrigeration, oil & gas, chemicals, and food & beverage. The company structures its operations around four strategic pillars—High Tech (data center applications), Green Tech (power, energy, and HVAC), Conventional (refrigeration, food & beverage, chemicals, and oil & gas), and Service (predictive maintenance and aftermarket support across all segments). Kelvion operates through a broad global footprint of 17 manufacturing sites, 32 service hubs, and 16 engineering centers across 24 countries, supplying mission-critical thermal technologies to a diversified base of large blue-chip customers. In the last twelve months to September 2025, the company, which emerged from the restructuring of Galapagos Holding S.A. in late 2019, generated EUR1.6 billion in revenue and EUR275 million in company's normalized EBITDA (post-IFRS 16). On August 13, 2025, funds managed by Apollo Global Management, Inc. signed a definitive agreement to acquire a majority stake (70% of total share capital) in the group. Triton Investment Advisers, the current owner, will retain a minority interest of 30%. The transaction is expected to close between Q4 2025 and Q1 2026, subject to customary regulatory approvals. LIQUID TELECOMMUNICATIONS: Moody's Cuts CFR to Caa2, Outlook Neg. ----------------------------------------------------------------- Moody's Ratings has downgraded Liquid Telecommunications Holdings Limited's (Liquid Telecom or the company) corporate family rating to Caa2 from Caa1 and the probability of default rating to Caa2-PD from Caa1-PD. Moody's have also downgraded to Caa2 from Caa1 the instrument rating on the $620 million backed senior secured notes due 2026 issued by Liquid Telecommunications Financing plc. The outlook remains negative for both entities. RATINGS RATIONALE The rating action reflects Moody's increasing concerns over Liquid Telecom's ability to refinance its upcoming debt maturities in February and September 2026. A failure to refinance could lead to a distressed debt exchange or restructuring and result in losses for lenders. As of August 2025, the company had $131 million outstanding under a ZAR-denominated term loan due in February 2026, alongside a $620 million bond maturing in September 2026. Over the past two years, the company has actively pursued a strategy to reduce leverage through asset sales and equity injections, aiming to reduce debt and support the refinancing of a smaller, more sustainable debt structure. Moody's views the company's existing debt as unsustainably high because, in the current higher interest rate environment, the company will have to pay materially higher rates on any newly issued debt relative to what it is currently paying on its bond. The $620 million senior secured notes have a coupon of 5.5%. Materially higher rates will put pressure on the company's ability to generate free cash flow and will lead to a weakening of its interest coverage ratio, defined as (EBITDA – capex) / interest expense, to below 1x when excluding EBITDA and capex from Zimbabwe. Moody's views the unsustainable capital structure, weak liquidity and increased likelihood of default as governance risks. Because of the increase in these risks, Moody's changed Liquid Telecom's governance issuer profile score to G-5 from G-4 and credit impact score to CIS-5 from CIS-4. Liquid Telecom is aiming to raise a total of $185 million of equity, to be used to repay debt and bolster its cash balance. While the company has made some progress towards this plan, there have been repeated delays to milestones and so far, the company has succeeded in raising only $60 million. The company plans to raise a further $100 million from asset sales in the wider Cassava group, outside of the Liquid Telecom bond perimeter and to inject it into the company. Cassava group has secured commitments from an investor in this regard, but completion of the transaction remains subject to completion of certain conditions precedent. Moody's understands the company also has plans to raise another $25 million of equity in short order. With regards to refinancing its debt, the company has secured a $220 million equivalent commitment from a lender to refinance its February 2026 loan maturity. However, this commitment remains contingent on Liquid Telecom successfully completing the planned $125 million equity raise. The limited time remaining before maturity of the loan to finalize the two separate equity transactions introduces uncertainty and heightens the risk of a payment default should further delays occur. The company has also announced its refinancing strategy for the $620 million bond maturing in September 2026. The plan includes repaying $170 million through equity proceeds and refinancing the remaining $450 million via a combination of commercial loans and a bond. While discussions with lenders and investors are underway, the execution of this plan also remains dependent on the successful completion of the $125 million equity raise and the refinancing of the February 2026 loan maturity. Liquid Telecom's Caa2 CFR continues to reflect its (1) strong market position as the largest pan-African fibre network covering more than 20 countries across central, eastern and southern Africa; (2) valuable high-capacity long-haul fibre network assets spanning over 100,000 km; (3) exposure to supportive industry dynamics, given the growing demand for carrier and enterprise broadband services across Africa; and (4) long-standing contractual relationships with a blue-chip customer base with moderate customer concentration and low customer churn. The rating also reflects (1) the elevated default risk as debt maturities in February and September 2026 approach and refinancing and equity raising efforts face execution risks; (2) limited track record of growth in dollar-terms and negative to low free cash flow generation because of exposure to the depreciation of local currencies and still substantial capex, although this has been reducing over the past two years; (3) exposure to sovereign risks through operations in countries with high geo-political risk and weak institutional strength, as is the case in Zimbabwe which continues to face currency weakness, hyperinflation and dollar illiquidity NEGATIVE OUTLOOK The negative outlook reflects the unsustainability of Liquid Telecom's capital structure, increasing liquidity and default risk as the maturities of its February 2026 loan and September 2026 bond approach, and execution risk related to completing the equity raise planned to reduce debt and facilitate a refinancing of maturing debt. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's would consider an upgrade if the company repays or refinances its debt in full without any material loss to lenders. Moody's could downgrade the rating if the company defaults on its debt or proceeds with any kind of debt restructuring or bond buyback and recovery for lenders falls short of Moody's current expectation. The principal methodology used in these ratings was Communications Infrastructure published in September 2025. Liquid Telecom's Caa2 rating is three notches below the scorecard-indicated outcome of B2. This reflects the heightened liquidity and default risk ahead of the company's February and September 2026 maturities. In addition, the lower rating also reflects that the scorecard is based on the company's consolidated financials, including operations in Zimbabwe. The final rating however, takes into account that the company's ability to access cash generated in the country is limited. MERIDIAN 2025-1: DBRS Finalizes BB(high) Rating on 2 Class Certs. ----------------------------------------------------------------- DBRS Ratings Limited finalized its provisional credit ratings on the certificates issued by Meridian Funding 2025-1 PLC (the Issuer) as follows: -- Class A certificates at AAA (sf) -- Class B certificates at AA (low) (sf) -- Class C certificates at A (sf) -- Class D certificates at BBB (high) (sf) -- Class E certificates at BB (high) (sf) -- Class X certificates at BB (high) (sf) The credit rating on the Class A certificates addresses the timely payment of profit and the ultimate repayment of principal on or before the final maturity date in February 2068. The credit ratings on the Class B, Class C, Class D, Class E, and Class X certificates address the timely payment of profit once they are the most senior class of certificates outstanding and, until then, the ultimate payment of profit and the ultimate repayment of principal on or before the final maturity date. CREDIT RATING RATIONALE The transaction represents the issuance of UK residential mortgage-backed securities (RMBS) backed by Sharia-compliant home purchase plans (HPPs), which are an Islamic finance alternative to traditional mortgage loans, and originated by StrideUp Homes Limited (StrideUp or the Originator). The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in the UK. StrideUp acts as the servicer of the portfolio while servicing was delegated to Intrum Mortgages UK Finance Limited as delegated servicer. This is the first securitization from StrideUp. The transaction includes a prefunding mechanism where the seller has the option to sell StrideUp-originated HPPs to the Issuer subject to certain conditions to prevent a material deterioration in credit quality. The acquisition of these assets will occur before the fourth distribution date using the proceeds standing to the credit of the prefunding reserves. Any funds that are not applied to purchase additional HPPs will, (1) if standing to the credit of the prefunding principal reserve ledger, be applied pro rata to pay down the Class A to Class F certificates; or (2) if standing to the credit of the prefunding revenue reserve ledger, flow through the revenue priority of payments. The Issuer issued six tranches of collateralized securities (the Class A, Class B, Class C, Class D, Class E, and Class F certificates) to finance the purchase of the portfolio and the prefunding principal reserve ledger at closing. Additionally, the Issuer issued one class of noncollateralized certificates (the Class X certificates). The transaction is structured to initially provide 7.75% of credit enhancement to the Class A certificates, which includes subordination of the Class B to the Class F certificates. Liquidity in the transaction is provided by a liquidity reserve fund (LRF) that is sized at 1.50% of the Class A and Class B certificates' outstanding balance. The LRF covers shortfalls on senior costs and expenses, swap payments, and profit on the Class A and Class B certificates. Any liquidity reserve excess amount will be applied as available principal receipts, and the reserve will be released in full once the Class B certificates are fully repaid. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover shortfalls on senior costs and expenses, including swap payments, as well as profit on Classes A to E, subject to being the most senior class of certificates outstanding. The transaction features a fixed-to-floating profit rate swap, given that the majority of the pool is composed of fixed profit rate HPPs with a compulsory reversion to floating in the future. The certificates pay a coupon linked to the daily compounded Sterling Overnight Index Average. BNP Paribas SA (BNPP) was appointed as the swap counterparty at closing. Based on Morningstar DBRS' credit ratings on BNPP, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to the swap counterparty to be consistent with the credit ratings assigned to the rated certificates as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions". Standard Chartered Bank acts as the Issuer account bank and holds the Issuer's transaction account, the LRF, and the swap collateral account. HSBC Bank plc (HSBC) was appointed as the collection account. Morningstar DBRS privately rates HSBC. The entities meet the eligible credit ratings in structured finance transactions and are consistent with the credit ratings assigned to the rated certificates as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. 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 HPP portfolio's credit quality 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 HPP portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analyzed the HPP 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 certificates 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; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- 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 address the assignment of the assets to the Issuer. Notes: All figures are in British pound sterling unless otherwise noted. PEOPLECERT WISDOM: Moody's Cuts CFR to B2 & Alters Outlook to Neg. ------------------------------------------------------------------ Moody's Ratings has downgraded PeopleCert Wisdom Limited's (PeopleCert, or the company) corporate family rating to B2 from B1 and probability of default rating to B2-PD from B1-PD. Concurrently, Moody's have downgraded to B2 from B1 the instrument rating of the EUR300 million backed senior secured notes due September 2026 issued by PeopleCert Wisdom Issuer plc. The outlook on both entities has been changed to negative from stable. The downgrade to B2 reflects: -- The announced acquisition of City & Guilds' commercial awarding and skills training activities (C&G) to be funded mainly through additional debt -- PeopleCert's weak trading in 2025 to date, as a result of lower demand for migration-related language certification and trade tariffs reducing investment-related training -- Moody's expectations that the company's leverage will increase and remain above 5x on a Moody's-adjusted basis The change in outlook reflects the near term maturity of the company's backed senior secured notes. Although Moody's expects the notes to be refinanced before the end of 2025, the short term maturity gives rise to material refinancing risk. The outlook could be stabilised if the company successfully refinances its backed senior secured notes. RATINGS RATIONALE PeopleCert's B2 CFR reflects the company's (1) leading market positions of the combined business in corporate, IT and vocational certifications; (2) vertically integrated business model, which supports high profitability and good free cash flow; (3) the complementary position of C&G with substantial potential for revenue and cost synergies and efficiency gains; and (4) increased revenue diversity following the C&G acquisition, with the additional of vocational qualifications across a wide range of sectors. Conversely, the CFR is constrained by (1) integration risks from the acquisition of C&G, more than doubling group revenues, with transformation from a charitable to a commercial organisation; (2) weak trading of PeopleCert in the current year due to migration pressures and tariff-driven pressures on investment; (3) threats of disruption from AI and from changes to UK course structures and funding; (4) degree of key man risk and concentration of power in the founder and CEO; and (5) refinancing risks given near term bond maturity. On October 16, 2025 PeopleCert announced that it had agreed the acquisition of City & Guilds' commercial awarding and skills training activities (C&G). C&G represents an attractive and complementary asset for PeopleCert with the opportunity to integrate its assessment and awarding functions with PeopleCert's technology platform. The acquisition broadens the offer of the combined group with C&G's technical and vocational qualifications adding to the existing focus on business, IT and languages. There are also substantial opportunities for synergies and cost savings. Moody's also consider the integration risk as relatively high: C&G is larger than PeopleCert in terms of revenue and the shift from a charitable entity to a commercially focused enterprise brings risks as well as opportunities. The acquisition closed on October 31, 2025 and was financed through a combination of GBP130 million sterling equivalent new term loan and from existing cash. The transaction relevers the company's balance sheet, with Moody's-adjusted debt/EBITDA of 6.4x, as at September 2025 pro forma for the transaction, excluding potential synergy and cost savings. Moody's expects the company's leverage to reduce to around 5 – 5.5x over the next 12-18 months through moderate organic growth, synergies and cost savings, and also from possible debt prepayments. Moody's expects the company to remain solidly cash generative, with Moody's-adjusted free cash flow/debt in the mid to high single digit percentages. The company has a good track record of rapid deleveraging after its acquisition of AXELOS in 2021. PeopleCert's recent trading performance negatively affects its rating position. The company reported declining revenues and EBITDA for the six months ended June 2025. This reflected lower levels of corporate investments as a result of uncertainties over trade tariffs and slowing economic growth, as well as pressures to reduce immigration in UK and other countries affecting language certification. ESG CONSIDERATIONS ESG considerations were a key driver of this rating action. PeopleCert is carrying out a large debt-funded acquisition which significantly increases leverage, and has not refinanced its backed senior secured notes until less than 12 months prior to maturity. This is partly mitigated by the company's strong record of deleveraging following the acquisition of AXELOS in 2021. As a result Moody's have changed the governance risk score for PeopleCert to G-4 from G-3 and changed the overall ESG Credit Impact Score to CIS-4 from CIS-3. PeopleCert's has low credit exposure to environmental risks, considering its focus mainly on the provision of examinations and certifications. The company's social risks mainly relate to its need to attract and retain highly skilled personnel. PeopleCert is well positioned to benefit from the continuously growing demand for skilled employees across different industries. RATING OUTLOOK The negative outlook reflects the near term refinancing risks in relation to the company's existing EUR300 million backed senior secured notes, which mature in September 2026. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the rating could occur if the company returns to sustainable positive organic growth in revenues and EBITDA and if C&G is successfully integrated without operational disruption. An upgrade would also require the company's Moody's-adjusted Debt/EBITDA to decrease sustainably below 4.5x; and for Moody's-adjusted FCF/debt to exceed 10% on a sustainable basis; and for good liquidity to be maintained. The outlook could be stabilised if the company successfully refinances its backed senior secured notes, with trading performance remaining solid. Downward pressure on the rating could develop if PeopleCert fails to refinance its bond by the end of 2025; or fails to grow its revenue, exam volumes decline sustainably or profitability significantly decreases; or if there are operating challenges in the integration of C&G. A downgrade could also arise if the company's Moody's-adjusted Debt/EBITDA does not reduce sustainably below 6x; or if Moody's-adjusted Free Cash Flow/Debt sustainably declines below 5%; or if liquidity remains weak after refinancing the bond. LIQUIDITY PROFILE PeopleCert's liquidity is currently weak which reflects the near term maturity of the company's backed senior secured notes, which mature in September 2026. The company plans to launch their refinancing imminently. If this is successfully completed, liquidity would be adequate, supported by an undrawn super senior revolving credit facility (RCF) of EUR50 million available until 2030, alongside opening cash at September 2025, pro forma for the transaction, of GBP72 million. Moody's expects the company to generate Moody's-adjusted free cash flow of around GBP20-30 million annually. PeopleCert's business has very limited seasonality in its cash flow and moderate working capital needs. STRUCTURAL CONSIDERATIONS The B2 instrument rating of PeopleCert's EUR300 million backed senior secured notes is aligned with the CFR, despite the priority position the senior secured RCF because of its modest size. There is a comprehensive security package that includes share pledges, intragroup receivables, bank accounts and floating charges over the company's IP. The notes further benefit from guarantees by material subsidiaries which represented 99.7% of consolidated EBITDA at closing. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PeopleCert's B2 rating is two notches below the scorecard-indicated rating of Ba3. This reflects the releveraging effect from the C&G transaction as well as from the company's weaker trading performance in 2025 to date. COMPANY PROFILE PeopleCert, founded in 2000, is a global leader in the education and assessment industry. Its portfolio includes brands such as ITIL for IT Operations and Digital Transformation, PRINCE2 for Project, Programme and Portfolio Management, DevOps Institute for DevOps and IT, and LanguageCert for English language qualifications. The company delivers its portfolio across 200+ countries, 50,000 corporations (82% of the Fortune 500) and 800 government organisations, through a network of 2,500 partners, more than 3,000 recognising institutions, and a proprietary online invigilation platform. The Company is owned by the current CEO and majority-owner (80% of share capital) Byron Nicolaides and is headquartered in the UK, with a minority shareholder, FTV Capital (20%). During the financial year ended December 31, 2024, the company generated GBP121 million of revenue and a company-adjusted EBITDA of GBP70 million. City & Guilds is UK market leader in qualifications, assessment and training, focused on vocational training. It serves around one million learners annually across over 20 industries through more than 5,000 approved training partners. The acquisition perimeter generated GBP153 million of revenue and GBP12 million of EBITDA in the year ended August 2024. POLARIS 2025-3: Fitch Assigns 'B-sf' Final Rating to Class X2 Debt ------------------------------------------------------------------ Fitch Ratings has assigned Polaris 2025-3 Plc final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Polaris 2025-3 Plc A XS3216526205 LT AAAsf New Rating AAA(EXP)sf B XS3216526387 LT AA+sf New Rating AA+(EXP)sf C XS3216526460 LT A+sf New Rating A(EXP)sf D XS3216526544 LT A-sf New Rating BBB+(EXP)sf E XS3216526890 LT BBB+sf New Rating BBB-(EXP)sf F XS3216526973 LT BBsf New Rating B(EXP)sf G XS3216527195 LT BBsf New Rating B(EXP)sf X1 XS3216527278 LT BB+sf New Rating B(EXP)sf X2 XS3216527351 LT B-sf New Rating B-(EXP)sf Transaction Summary Polaris 2025-3 is a securitisation of owner-occupied (OO) and buy-to-let (BTL) mortgages originated by UK Mortgage Lending Ltd, which is wholly owned by Pepper Money Limited. The loans are secured on properties located in the UK. The transaction includes primarily 2025 originations, with a small portion originated in previous years. This is the 11th transaction in the Polaris series. KEY RATING DRIVERS Specialist Assets: The mortgage pool comprises a mix of recently originated assets and some more seasoned OO loans. There is a small portion of BTL loans included (3.9%), Pepper has only recently resumed BTL lending. Pepper has a manual approach to underwriting, which is typical for specialist lenders, focusing on borrowers who do not qualify on high street lenders' automated scorecard criteria. Transaction Adjustment: Arrears performance data is weaker than at high street prime lenders as would be expected, given the complex target market of the originator. The mortgage pool is 20% composed of loans where the borrower has a County Court Judgement (CCJ), of which about 12.5% have a CCJ balance of greater than GBP1,000. About 58% of the pool is from Pepper's strongest products - '36' or '48' - representing the number of months since the last CCJ/default, but the rest of the pool consists of products with more recent borrower CCJ/default. Shared ownership mortgages account for 7.5% of the pool. Fitch has applied a transaction adjustment of 1.25x to the foreclosure frequency (FF) to reflect the product mix and historical performance. In line with that for other specialist lenders, Fitch has increased the FF for self-employed borrowers to the OO sub-pool with verified income to 30%, instead of the 20% rise typically applied under its UK RMBS Rating Criteria. Product Switches Drive Excess Spread,: The assets in the portfolio earn higher interest rates than typical prime mortgage loans. The weighted average (WA) interest rate is 6.2%; however, the level of excess spread is reduced by the ability of the transaction to retain product switches. Up to 25% of the original balance of the loans (including prefunded loans) can be retained after the product switch. The minimum interest rate of the product switches is at a level that produces a post-swap margin of 2%. The point at which these loans are scheduled to revert from fixed to the relevant follow-on rate will likely determine when prepayments will occur. Fitch has, therefore, applied an alternative high prepayment stress that tracks the fixed-rate reversion profile (including retained product switches) of the pool. The prepayment rate applied is floored at the high prepayment rate assumptions produced by its analytical model ResiGlobal (UK) and capped at a maximum 40% a year. Fixed Interest Rate Swap Schedule: The deal features a fixed-to-floating interest rate swap to hedge the risk between the fixed-rate mortgage assets and the SONIA-linked notes. The swap has a defined notional schedule which incorporates prepayments that go up over time. In Fitch's cash flow modelling, the combination of high prepayments and decreasing interest rates leads to the transaction being over-hedged and, as swap payments are senior to note interest, this can result in pressure being put on cash flows. Prefunding: There was an initial over-issuance of approximately a quarter of the notes. These additional funds can be used to purchase additional assets up until the first interest payment date. The conditions around the permitted pool of prefunded loans mitigate the risk of a material deterioration in the credit quality of the asset pool. Final Ratings Above Expected Ratings: The final are higher than the expected ratings by one notch for the class C and D notes, two notches for the class E notes, three notches for the class F and G notes, and four notches for the class X1 notes. This is due to the notes' final margins being lower than those provided to Fitch for the expected-ratings analysis, resulting in higher available excess spread. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce the credit enhancement available to the notes. In addition, unexpected declines in recoveries could result in lower net proceeds, which may make certain notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% rise in the weighted average (WA) FF and a 15% fall in the WA recovery rate (RR) would result in downgrades of no more than two notches each on the class B, C, D, F and G notes, and three notches each for the class E and X1 notes. The sensitivity will result in a downgrade of the class X2 notes to the distressed rating category. The class A notes will not be affected. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults, would lead to increasing credit enhancement and, potentially, upgrades. Fitch found that a 15% decrease in the WAFF and a 15% rise in the WARR would lead to upgrades of two notches each for the class D and X2 notes, three notches each for the class E, G and X1 notes, and four notches for the class F notes. There is no impact on the class B and C notes. The class A notes are already rated at the maximum 'AAAsf'. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Fitch was provided with Form ABS Due Diligence-15E as prepared by Deloitte LLP. The third-party due diligence described in Form 15E focused on the verification of loan data. Fitch considered this information in its analysis, which did not have an effect on its analysis or conclusions. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small, targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to us about the asset portfolio. Overall, and together with any assumptions referred to above, its assessment of the information relied upon for its rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. POLARIS 2025-3: S&P Assigns CCC(sf) Rating on Class X2-Dfrd Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Polaris 2025-3 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd, X1-Dfrd, and X2-Dfrd notes. At closing, the issuer also issued unrated RC1 and RC2 residual certificates. The originator, UK Mortgage Lending Ltd., began lending in 2015 and operates as a specialist buy-to-let and owner-occupied mortgage lender. This is the 11th Polaris transaction that S&P has rated. The historical performance of the lender's mortgage book has proven relatively strong to date, with total arrears consistently below 6.0% for owner-occupied mortgages. Total arrears have trended below its U.K. nonconforming index for post-2014 originations The servicer, Pepper (UK) Ltd., is an established and leading U.K. servicer. S&P believes its team is experienced, and it has already serviced several transactions that it has rated. Since Pepper (UK) also provides third-party servicing, it has well-established and fully integrated servicing systems and policies. The capital structure's application of principal proceeds is fully sequential. Credit enhancement can therefore accumulate for the rated notes, enabling the capital structure to withstand performance shocks. The pool has a low current indexed loan-to-value (LTV) ratio of 66.4%, which is less likely to incur loss severities if the borrower defaults. The liquidity reserve fund was unfunded at closing and is expected to accumulate using available principal receipts until it reaches the higher of 1% of the class A or B-Dfrd notes' closing balances. As a result, the class A notes will remain exposed to liquidity risk until the reserve is fully funded. S&P said, "We considered this in our cash flow analysis, and we noted the liquidity coverage available to each class in our rating considerations. In our stressed cash flow modelling, the liquidity reserve fund is fully funded shortly after closing." The transaction includes a prefunded amount of up to 24.3%, where the issuer can purchase loans until the first interest payment date. The addition of these loans could adversely affect the pool's credit quality. Portfolio limitations mitigate this risk. Product switches are permitted, subject to certain conditions being met. S&P performed additional sensitivities that capture the risk of margin deterioration, and the assigned ratings reflect the results of these sensitivities. Of the loans in the pool, 7.52% relates to shared ownership mortgages, and this exposure is lower than in Polaris 2025-2 PLC (7.73%). S&P considered this risk in its analysis. S&P said, "We stress the transaction's cash flows to test the credit and liquidity support that the assets, subordinated tranches, and reserves provide. Our ratings address timely payment of interest and ultimate payment of principal on the class A notes, and they reflect ultimate payment of interest and principal on all other rated notes. Our standard cash flow analysis indicates that the available credit enhancement for the class D-Dfrd to G-Dfrd notes is commensurate with higher ratings than those currently assigned. However, the ratings on these notes also reflect the results of sensitivities related to higher defaults, product switches, and prefunding, as well as sensitivity to reduced excess spread caused by prepayments." The transaction embeds some strengths that may offset deteriorating collateral performance. Given its sequential amortization, credit enhancement is expected to accumulate. The existence of a liquidity fund may, to a certain extent, protect the notes against credit losses and liquidity stresses. In addition, the interest rate swap mitigates the effect on note coupon payments from rising daily compounded Sterling Overnight Index Average (SONIA) rates that they are linked to. S&P said, "The class F-Dfrd and X1-Dfrd notes did not pass any of the rating scenario stresses in our driving cash flow run that incorporates higher prepayments, but they pass our steady state scenarios. However, because our ratings on these notes address ultimate payment of principal and interest, we believe default is not likely, as the notes can continue to defer interest until maturity. In line with our 'CCC' ratings criteria, the class F-Dfrd and X1-Dfrd notes are not dependent on favorable economic conditions to repay their obligations at maturity. We therefore assigned our 'B- (sf)' ratings to these notes. "The class G-Dfrd and X2-Dfrd notes did not pass any of the rating scenario stresses in our driving cash flow run that incorporates higher prepayments, or our steady state scenarios. However, because our ratings on these notes address ultimate payment of principal and interest, we believe default is not likely, as the notes can continue to defer interest until maturity. In line with our 'CCC' ratings criteria, the class G-Dfrd and X2-Dfrd notes are dependent on favorable economic conditions to repay their obligations at maturity. We therefore assigned our 'CCC (sf)' ratings to these notes. "The issuer is an English special-purpose entity, which we consider to be bankruptcy remote. We consider the legal structure and transaction documents to be in line with our legal criteria. "The issuer is exposed to HSBC Bank as the transaction account provider, and HSBC Bank as swap counterparty. The documented replacement mechanisms for the account providers and swap counterparty adequately mitigate the transaction's exposure to counterparty risk, in line with our counterparty criteria. "Since we assigned preliminary ratings, the transaction priced tighter than the margins that we initially assumed and the swap margin is lower. The ratings on all the classes of notes remain unaffected from the preliminary ratings we assigned on account of tighter margins." Ratings Class Rating Amount (mil. GBP) A AAA (sf) 377.325 B-Dfrd* AA (sf) 23.650 C-Dfrd* A- (sf) 13.975 D-Dfrd* BBB- (sf) 7.525 E-Dfrd* BB+ (sf) 3.225 F-Dfrd* B- (sf) 3.440 G-Dfrd CCC (sf) 0.860 X1-Dfrd B- (sf) 10.750 X2-Dfrd CCC (sf) 6.450 RC1 Residual Certs NR N/A RC2 Residual Certs NR N/A *S&P's rating on this class considers the potential deferral of interest payments. NR--Not rated. N/A--Not applicable. SAGE AR 2021: S&P Raises Class E Notes Rating to 'B+(sf)' --------------------------------------------------------- S&P Global Ratings raised to 'AAA (sf)', 'AA (sf)', 'A+ (sf)', 'BBB+ (sf)', and 'BB+ (sf)' from 'AA (sf)', 'A (sf)', 'BBB (sf)', 'BB (sf)', and 'B+ (sf)' its credit ratings on Sage AR Funding 2021 PLC's class A, B, C, D, and E notes, respectively. Rating rationale S&P said, "The upgrades follow the publication of our global CMBS methodology and assumptions as well as our review of the most recent performance data. The transaction's credit and cash flow characteristics have improved since our previous review in July 2023. The S&P Global Ratings value is 11.6% higher, reflecting the increased S&P Global Ratings net cash flow (NCF) and the fact that our value is now net of purchase costs, so we no longer deduct 5% from the gross value." Transaction overview Sage AR Funding 2021 is a CMBS transaction backed by a GBP274.9 million loan originally secured on a portfolio of 1,712 social housing units located throughout the U.K. It is currently secured against 1,680 units following the sale of 32 units in June 2025. The issuer on-lent the note proceeds to the borrower (Sage Borrower AR2 Ltd.) through an issuer/borrower loan. A portion of the class A notes, equal to GBP5.7 million, was used to fund the issuer liquidity reserve. The borrower is a wholly owned subsidiary of Sage Rented Ltd. (SRL), the parent registered provider (RP), which is a for-profit RP of social housing ultimately owned by Blackstone Inc. alongside the Regis Group PLC. The issuer/borrower loan provides for cash trap mechanisms set at a rated loan-to-value (LTV) ratio greater than 78%, or a debt yield less than 3.56%. The loan has an initial term of five years with 20 one-year extension options available, subject to satisfying certain conditions. There is no amortization in the initial five years, but, if extended, the loan amortizes by 1.0% of principal on the initial repayment date and cash sweep starting in year six. The portfolio's reported market value based on the market value subject to tenancies (MV-STT) is GBP359.7 million as of July 2025, which equates to an LTV ratio of 70.2% (based on the rated notes) and 75.3% for the full loan (including the class R retention piece). The value of the 1,680 units in the portfolio increased by 1.5% on a like-for-like basis. The LTV ratio based on the rated notes has increased from 68.0% since S&P's previous review. As of August 2025, the debt yield increased to 5.07% from 4.43% at our previous review. Both the debt yield and LTV ratio comply with the cash trap triggers. The portfolio is currently 99.3% occupied compared with 84% at closing. The contracted annual rent is GBP17.1 million as of August 2025, 16.3% higher than the gross rental income of GBP14.7 million at our previous review, and the annual net rental income increased to GBP12.8 million from GBP11.3 million over the same period. Table 1 Loan and collateral summary Current review Previous review (November 2025) (August 2023) Data as of August 2025 May 2023 Senior loan balance (mil. GBP) 271.0 274.9 Rated notes-to-market value ratio (%)* 70.2 68.0 Debt yield (%) 5.07 4.43 Gross rental income per year (mil. GBP) 17.1 14.7 Net rental income per year (mil. GBP) 12.8 11.3 Vacancy rate (%) 0.7 0.0 Market value (mil. GBP) 359.7 376.9 *Excludes the portion of class A notes used for the issuer liquidity reserve. Credit evaluation S&P said, "We consider the portfolio's NCF to be GBP12.2 million on a sustainable basis. This is based on a fully-let rent of GBP17.2 million, based on the grossed up contracted annual rental income, and is adjusted for 5% vacancy and 25.5% for nonrecoverable expenses. Our vacancy assumption remains unchanged since our previous review. We have updated our nonrecoverable expenses assumption to 25.5% from 23.0% based on recent portfolio performance and comparable transactions. "We applied a 4.2% capitalization rate against our NCF. Our value of GBP288.2 million represents a 19.9% haircut to the July 2025 market value of GBP359.7 million." Table 2 S&P Global Ratings' key assumptions Current Previous Review review S&P Global Ratings rent fully let (mil. GBP) 17.2 15.7 S&P Global Ratings vacancy (%) 5.0 5.0 S&P Global Ratings expenses (%) 25.5 23.0 S&P Global Ratings net cash flow (mil. GBP) 12.2 11.5 S&P Global Ratings capitalization rate (%) 4.2 4.2 Purchase costs (%) N/A 5.0 S&P Global ratings value (mil. GBP) 288.2 258.2 Haircut to MV-STT (%) 19.9 31.5 S&P Global Ratings LTV ratio (before recovery rate adjustments; %) 94.0 106.5 MV-STT—Market value subject to tenancies. LTV--Loan to value. N/A--Not applicable. Property and loan-level adjustments S&P said, "For this transaction, we made a 17% net positive advance rate adjustment to our recovery rates, which reflects property diversification, amortization credit, an asset quality score of 3.5, and an income stability score of 4.5. We also made an adjustment for the ability of the parent RP to incur additional debt." Other analytical considerations The loan is hedged with an interest rate cap with a strike rate of 1.5%. The cap agreement had an initial term of two years, has been renewed annually, and the current cap agreement expires in November 2025. Under the loan agreement, the borrower is required to extend the cap at a strike rate of the higher of 1.0% and a strike rate that ensures a hedged interest coverage ratio of a minimum of 1.5x. S&P expects the cap to be extended in November 2025. If the hedging is not extended, a loan event of default would be triggered and the 4% Sterling Overnight Index Average cap on the notes will be activated. S&P said, "We also assessed whether the cash flow from the securitized assets would be sufficient to make timely payments of interest and ultimate repayment of principal by the notes' legal final maturity date, after considering available credit enhancement and allowing for transaction expenses and liquidity support. In these scenarios, we used a stressed note interest rate to assess whether the issuer will still have sufficient revenue to meet its interest payment obligations. If the loan became unhedged, our NCF would not be sufficient to cover the notes' debt obligations in full. Further, liquidity support in the transaction amounts to less than one year's worth of bond interest and senior expenses. "Our analysis also included a full review of the legal and regulatory risks, operational and administrative risks, and counterparty risks. Our assessment of these risks remains unchanged since closing and is commensurate with the ratings." Rating actions S&P said, "Our ratings address the issuer's ability to meet timely interest payments and principal repayment no later than the legal final maturity in November 2051. "The property portfolio's gross rental income has increased since our previous review. We consider the long-term sustainable value to be 11.6% higher than at our previous review also because we no longer deduct purchase costs. Our higher value results in an S&P Global Ratings LTV ratio (before recovery rate adjustments) of 94.0%, compared with 106.5% at our previous review. "Our analysis of the credit metrics indicates higher ratings on the notes than those assigned. However, we also considered that if the loan became unhedged, our NCF would not be sufficient to cover the notes' debt obligations in full. Further, the liquidity support amounts to less than one year's worth of bond interest and senior expenses. We therefore limited our upgrades and raised our ratings on the class A, B, C, and D notes to 'AAA (sf)', 'AA (sf)', 'A+ (sf)', and 'BBB+ (sf)' from 'AA (sf)', 'A (sf)', 'BBB (sf)', and 'BB (sf)'. "Additionally, the class E notes do not benefit from liquidity support which, in line with our criteria, constrains the rating at 'BB+'. We therefore raised the rating to 'BB+ (sf)' from 'B+ (sf)'." SAGE AR 2025: S&P Raises Class E Notes Rating to 'BB+sf' -------------------------------------------------------- S&P Global Ratings raised to 'AA+ (sf)', 'AA- (sf)', 'A- (sf)', and 'BB+ (sf)' from 'AA- (sf)', 'A- (sf)', 'BBB- (sf)', and 'BB- (sf)' its credit ratings on Sage AR Funding 2025 No.1 PLC's class B, C, D, and E notes, respectively. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A2 notes. S&P has resolved the UCO placements for all classes of notes. Rating rationale S&P said, "The rating actions follow the publication of our global CMBS criteria. The transaction's credit and cash flow characteristics have remained stable since closing. Our S&P Global Ratings value is 2.6% higher than at closing, because our value is now net of purchase costs, so we no longer deduct 5% from the gross value." Transaction overview Sage AR Funding 2025 No.1 is a CMBS transaction backed by a loan originally secured on a portfolio of 2,123 social housing units located in England. As of the August 2025 note payment date, the portfolio comprises 2,046 units following the sale of 77 units in June 2025. At closing, the issuer used the note issuance proceeds to acquire the GBP270.0 million tranche A loan from the loan seller and to advance the GBP33.0 million tranche R loan to the borrower. The tranche R loan ranks junior to the tranche A loan. The tranche A loan and the tranche R loan are collectively referred to as the loan. The borrower then on-lent the loan proceeds to Sage Rented Ltd. (SRL), the parent registered provider (RP), through a parent RP facility agreement. The parent RP will use the proceeds of this loan to directly or indirectly finance or refinance the properties owned by the parent RP. The borrower is a wholly owned subsidiary of the parent RP, which is a for-profit RP of social housing ultimately owned by Blackstone Inc. alongside the Regis Group PLC. On Aug. 27, 2025, the issuer issued a further GBP132.5 million class A2 notes, the proceeds of which were used to redeem in full the class A1 notes. The loan provides for cash trap mechanisms set at a rated loan-to-value (LTV) ratio greater than 76.92% or a rated debt yield less than 4.675%. Following a permitted change of control, a cash trap event will occur if the rated LTV ratio is greater than the rated LTV ratio on the change of control date plus 10%, or the rated debt yield is less than 90% of the rated debt yield on the change of control date. The loan has an initial term of five years with two one-year extension options available, subject to the satisfaction of certain conditions. There is no scheduled amortization during the loan term. The portfolio's current market value subject to tenancies (MV-STT) is GBP439.1 million, which equates to an LTV ratio of 59.7% (based on the rated notes). The market value is down from GBP452.2 million at closing following the sale of 77 units. Table 1 Loan and collateral summary Current review (November 2025) Closing Data as of August 2025 Dec 2024 Senior loan balance (mil. GBP) 295.2 303.0 Rated note balance (mil. GBP) 262.2 270.0 Rated notes-to-market value ratio (%) 59.7 59.7 Debt yield (%) 5.6 5.7 Gross rental income per year (mil. GBP) 19.6 19.8 Net rental income per year (mil. GBP) 14.7 15.4 Vacancy rate (%) 0.9 0.4 Market value (mil. GBP) 439.1 452.2 Credit evaluation S&P said, "We consider that the assets' potential to produce net cash flow (NCF) is GBP14.0 million on a sustainable basis. This is based on the current contractual rent grossed up to full occupancy. We adjusted the fully let rent for 5.0% vacancy and 25.5% nonrecoverable expenses. Our vacancy and nonrecoverable expenses assumptions remain unchanged since closing. "We consider 4.2% to be an appropriate weighted-average capitalization rate for the portfolio, given the property type, portfolio quality, and location. "We applied the weighted-average cap rate to the S&P Global Ratings NCF to determine the properties' sustainable value at GBP332.4 million, which represents a 24.3% haircut to the GBP439.1 million MV-STT." Table 2 S&P Global Ratings' key assumptions Current review (August 2025) Closing S&P Global Ratings rent fully let (mil. GBP) 19.8 20.3 S&P Global Ratings vacancy (%) 5.0 5.0 S&P Global Ratings non-recoverable expenses (%) 25.5 25.5 S&P Global Ratings net cash flow (mil. GBP) 14.0 14.4 S&P Global Ratings capitalization rate (%) 4.2 4.2 Purchase costs (%) N/A 5.0 S&P Global Ratings value (mil. GBP) 332.4 323.9 Haircut to MV-STT (%) (24.3) (28.4) S&P Global Ratings LTV ratio (before recovery rate adjustments; %) 88.8 93.5 MV-STT—Market value subject to tenancies. LTV--Loan to value. N/A--Not applicable. Property and loan-level adjustments S&P said, "For this transaction, we made a 12.5% net positive advance rate adjustment to our recovery rates, which reflects property diversification, an asset quality score of 3.5, and an income stability score of 4.5. We also made an adjustment for the ability of the parent RP to incur additional debt." Other analytical considerations As of the August 2025 note payment date, the liquidity facility balance was GBP9.1 million, down from GBP9.4 million at closing and in line with the lower loan amount following unit sales and loan prepayment. The liquidity facility is available to fund an expenses shortfall, a property protection shortfall, or an interest shortfall on the class A, B, C, and D notes. There have been no liquidity facility drawings to date. The loan is hedged with an interest rate cap with a strike rate of 2.5%. The cap agreement has an initial term of two years. Under the loan agreement, the borrower is required to extend the cap at a strike rate of the higher of 2.5% and a strike rate that ensures a hedged interest coverage ratio of a minimum of 1.2x. If the cap is not extended, a loan event of default would be triggered and the 5% Sterling Overnight Index Average cap on the notes will be activated. S&P said, "We also assessed whether the cash flow from the securitized assets would be sufficient to make timely payments of interest and ultimate repayment of principal by the notes' legal final maturity date in 2038, after considering available credit enhancement and allowing for transaction expenses and liquidity support. In these scenarios, we used a stressed note interest rate to assess whether the issuer will still have sufficient revenue to meet its interest payment obligations. If the loan became unhedged, our NCF would not be sufficient to cover the notes' debt obligations in full. Further, liquidity support in the transaction amounts to less than one year's worth of bond interest and senior expenses. "Our analysis also included a full review of the legal and regulatory risks, operational and administrative risks, and counterparty risks. Our assessment of these risks remains unchanged since closing and is commensurate with the assigned ratings." Rating actions S&P said, "Our ratings address the issuer's ability to meet timely payment of interest on the class A2, B, C, and D notes, ultimate payment of interest on the class E notes, and payment of principal no later than the legal final maturity in May 2038 on all classes of notes. The legal final maturity date is initially May 17, 2037. However, the servicer has the option to extend the loan one time by 12 months beyond the extended loan maturity date in 2032. Should the servicer choose to exercise this option, the legal final maturity date will be automatically extended to May 2038. "Our opinion of the long-term sustainable value is slightly higher than at closing, following a change in our criteria. The S&P Global Ratings value is now net of purchase costs, so we no longer deduct 5% from the gross value. Therefore, the S&P Global Ratings LTV ratio is 88.8%, down from 93.5% at closing. "Our analysis of the credit metrics indicates higher ratings on the class B to E notes than those assigned. However, we also considered that if the loan became unhedged, our NCF would not be sufficient to cover the notes' debt obligations in full. Further, liquidity support amounts to less than one year's worth of bond interest and senior expenses. We therefore limited our upgrades and raised our ratings on the class B, C, and D notes to 'AA+ (sf)', 'AA- (sf)', and 'A- (sf)' from 'AA- (sf)', 'A- (sf)', and 'BBB- (sf)'. "Additionally, the class E notes do not benefit from liquidity support, which, in line with our criteria, constrains the rating at 'BB+'. We therefore raised the rating to 'BB+ (sf)' from 'BB- (sf)'. "We affirmed our 'AAA (sf)' rating on the class A2 notes." The transaction closed in May 2025 and is backed by a GBP303.0 million loan originally secured on a portfolio of 2,123 social housing units located in England. It is currently secured on 2,046 social housing units. VGL HOLDCO: PwC Appointed as Joint Administrators ------------------------------------------------- VGL Holdco Limited entered into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Case Number CR-2025-007861. Catherine Rachel Atkinson, Zelf Hussain, and Peter David Dickens of PwC were appointed as joint administrators on Nov. 7, 2025. The Company is a non-trading holding company. Its registered office is at Acre House, 11–15 William Road, London, NW1 3ER The joint administrators can be reached at: Catherine Rachel Atkinson Zelf Hussain PwC LLP 7 More London Riverside, SE1 2RT - and - Peter David Dickens PwC LLP 1 Hardman Square Manchester, M3 3EB For further details, contact: Tel No: 0113 289 4000 Email: uk_vglh_enquiries@pwc.com WARWICK FINANCE: Moody's Ups Rating on GBP36.73MM E Notes from B1 ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings of 3 notes in Warwick Finance Residential Mortgages Number Three PLC. The rating action reflects the increased levels of credit enhancement, the better than expected collateral performance and Moody's assessments of the likelihood of prolonged missed interest payments. Moody's affirmed the ratings of the notes that had sufficient credit enhancement to maintain their current ratings. GBP1469.18M Class A Notes, Affirmed Aaa (sf); previously on Jun 20, 2024 Affirmed Aaa (sf) GBP128.55M Class B Notes, Affirmed Aa2 (sf); previously on Jun 20, 2024 Affirmed Aa2 (sf) GBP64.28M Class C Notes, Upgraded to Aa2 (sf); previously on Jun 20, 2024 Affirmed A1 (sf) GBP36.73M Class D Notes, Upgraded to Aa3 (sf); previously on Jun 20, 2024 Upgraded to Baa2 (sf) GBP36.73M Class E Notes, Upgraded to Baa1 (sf); previously on Jun 20, 2024 Upgraded to B1 (sf) RATINGS RATIONALE The rating action is prompted by an increase in credit enhancement for the affected tranches and Moody's assessments of the low likelihood of prolonged missed interest payments, as well as by the decreased key collateral assumptions, namely the portfolio Expected Loss (EL) and MILAN Stressed Loss assumptions. Increase in Available Credit Enhancement Sequential amortization led to an increase in the credit enhancement available in the transaction. For instance, the credit enhancement for the tranches affected by rating action increased to 25.72% from 19.65% for Class C, to 20.04% from 15.30% for Class D and to 14.36% from 10.94% for Class E, since the last rating action. Revision of Key Collateral Assumptions: 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 continued to be stable since last rating action with 90 days plus arrears currently stand at 8.72% of current pool balance showing a decreasing trend over the past year. Cumulative losses currently stand at 0.44% of original pool balance stable from a year earlier. Moody's decreased the expected loss assumption to 4.14% as a percentage of current pool balance due to the improving performance. The revised expected loss assumption corresponds to 1.87% as a percentage of original pool balance from 2.73%. 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 decreased the MILAN Stressed Loss assumption to 13.7% from 16.7%. Assessment of the likelihood of prolonged missed interest Interest payments for the Class C Notes, Class D Notes and Class E Notes are dependent on any excess spread left after covering senior expenses, interest on the more senior tranches and losses. Principal can only be used to pay interest for the most senior Class of Notes and the liquidity reserve is only available to cover fees and interest on Class A Notes. Moody's analysis considers the very low likelihood of prolonged interest deferrals on Class C Notes and Class D Notes and the likelihood of interest deferrals on Class E Notes in the future. Moody's considered that the more senior Notes are likely to be outstanding for a while and there is still a substantial probability of interest deferral – which however Moody's expects to be recouped with interest on deferred interest – for the Class E Notes, hence limiting the upgrade to Baa1 (sf). Counterparty Exposure The rating actions took into consideration the notes' exposure to relevant counterparties, such as servicer and the account banks. Moody's considered how the liquidity available in the transactions and other mitigants support continuity of note payments, in case of servicer default. The liquidity reserve provides liquidity support to Class A, however, Classes B to E do not benefit from it. As a result, the rating of the Class B and Class C Notes are constrained by operational risk. The rating action also considered the migration, in October 2025, of the servicing duties from Western Mortgages Services Limited to Topaz Finance Limited (Topaz) and the release of Homeloan Management Limited from its role as Back-Up Servicer. Topaz is not rated but the parent company, Computershare Ltd, is rated Baa2 (LT Issuer Rating). Moody's assessments took into account the rating of the parent entity of Topaz as well as the extensive experience and the relative size and market share of this servicer in the UK mortgage market. 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 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. WEATHERBREAK WINDOWS: FRP Advisory Appointed as Administrators -------------------------------------------------------------- Weatherbreak Windows Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007898. Miles Needham and Andy John of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 10, 2025. The company describes itself as double glazing installers. Its registered office is at Unit 21 Sundon Industrial Estate, Dencora Way, Luton, LU3 3HP (to be changed to c/o FRP Advisory Trading Limited, 4 Beaconsfield Road, St Albans, Hertfordshire, AL1 3RD). Its principal trading address is Unit 21 Sundon Industrial Estate, Dencora Way, Luton, LU3 3HP. The joint administrators can be reached at: Miles Needham Andy John FRP Advisory Trading Limited 4 Beaconsfield Road St Albans, Hertfordshire, AL1 3RD For further details, contact: The Joint Administrators Tel No: 01727 811111 Email: cp.stalbans@frpadvisory.com ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 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 * * *