251118.mbx

251118.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Tuesday, November 18, 2025, Vol. 26, No. 230 Headlines A Z E R B A I J A N SOCAR: S&P Upgrades Issuer Credit Rating to 'BB', Outlook Stable F R A N C E ARGENT MIDCO: Moody's Assigns 'B2' CFR, Outlook Stable I R E L A N D AQUEDUCT EUROPEAN 5-2020: Fitch Affirms 'B-sf' Rating on F-R Notes ARINI EUROPEAN VII: Fitch Assigns B-sf Final Rating to Cl. F Notes BBAM EUROPEAN VII: S&P Assigns B-(sf) Rating on Class F Notes CARLYLE 2015-1: Fitch Assigns B-sf Final Rating to Cl. E-R-R Notes HARVEST CLO XXI: Fitch Affirms 'B+sf' Rating on Class F Notes OCP EURO 2024-9: S&P Assigns B-(sf) Rating on Class F-R Notes PENTA CLO 10: Fitch Hikes Rating on Class E Notes to 'BBsf' RONDA RMBS 2025: S&P Assigns Prelim. Bsf Rating on F-Dfrd Notes SOUND POINT I: Moody's Affirms B1 Rating on EUR15MM Cl. F-R Notes I T A L Y EOLO SPA: Fitch Affirms 'B-' Long-Term IDR, Outlook Stable P O L A N D SYNTHOS SA: Moody's Cuts CFR & EUR600MM Sr Sec Notes Rating to Ba3 P O R T U G A L TAGUS - VASCO FINANCE 1: DBRS Cuts Class E Notes Rating to B(low) S P A I N CAIXABANK CONSUMO 7: DBRS Gives Prov. BB(high) Rating to D Notes GRIFOLS, S.A.: Fitch Affirms 'B+' LT IDR, Alters Outlook to Pos. SANTANDER RESIDENTIAL 1: DBRS Gives Prov. CCC Rating to E Notes S W I T Z E R L A N D PEACH PROPERTY: Fitch Hikes Long-Term IDR to 'B', Outlook Stable T U R K E Y ARCELIK A.S: Fitch Lowers Long-Term IDR to 'B+', Outlook Negative U N I T E D K I N G D O M ARGO BLOCKCHAIN: Plan Meetings Scheduled for December 2 ATLAS FUNDING 2025-2: DBRS Finalizes BB Rating on Class E Notes CHETWOOD 2025-1: DBRS Gives Prov. BB(high) Rating to 2 Note Classes CHETWOOD 2025-1: Fitch Assigns 'BB-(EXP)sf' Rating to Class X Notes CLEVERCHEFS: Exigen Group Appointed as Administrators EUROSAIL-UK 2007-6: Fitch Affirms 'B-sf' Rating on Class C1a Notes LANSDOWNE CARE: Begbies Traynor Appointed as Administrators PAVILLION CONSUMER 2025-1: DBRS Gives Prov. B(high) F Notes Rating SOLUTIONS 30 UK: S&W Partners Appointed as Joint Administrators VISIONS LIVE EVENTS: Oury Clark Appointed as Joint Administrators - - - - - =================== A Z E R B A I J A N =================== SOCAR: S&P Upgrades Issuer Credit Rating to 'BB', Outlook Stable ---------------------------------------------------------------- S&P Global Ratings raised the long-term issuer credit rating and issue rating of State Oil Company of Azerbaijan Republic's (SOCAR) and its senior unsecured debt to 'BB' from 'BB-'. The stable outlook reflects S&P's views that SOCAR will maintain a manageable liquidity position, supported by its sizable cash balances, while its operational performance remains stable supporting funds from operations (FFO) to debt above 12%, with unchanged state support considerations. S&P said, "A clearer financial policy and improved transparency adds visibility to SOCAR's credit profile. We revised our assessment of the company's governance and financial policy, which affected our view of its SACP, to 'bb-' from 'b'. We had viewed the levels of disclosure and transparency as materially weaker than those of international peers. Although SOCAR is still lagging, we have seen meaningful progress in this regard recently. This improvement includes timeliness and scope of disclosure, with better granularity on the company's business segments, corporate structure, and strategy. We now understand SOCAR will focus more on domestic upstream projects, which have been core to its cash flow and have less uncertainty on investments than previous years. Still, we will be closely monitoring developments given the company's track record of opportunistic investments and complex corporate structure. "SOCAR's credit metrics should remain relatively stable, albeit with limited headroom. We expect SOCAR's EBITDA to decrease over 2025-2027 toward Azerbaijani new manat (AZN) 5.5 billion-AZN6 billion from AZN6.7 billion in 2024 on lower oil and gas prices, as well as slowly declining oil and gas production output. SOCAR's FFO should remain generally stable thanks to lower taxes and slightly lower interest expenses, allowing FFO to debt to remain in the 12%-15% range under our base-case scenario. This incorporates higher capital expenditure (capex) of about AZN3 billion annually, reflecting potential upstream investments, and steady dividend distribution. Under these assumptions, SOCAR's S&P Global Ratings-adjusted debt should remain relatively high, at AZN27.5 billion-AZN28 billion despite moderately positive free operating cash flow (FOCF) of AZN1 billion. We base our ratios on gross debt (although they incorporate other adjustments), as we do not net SOCAR's sizable cash with debt. However, the company has significant amounts of cash on the balance sheet of about AZN14 billion as of December 2024 which supports SOCAR's liquidity characterized by large share of short-term debt. Accounting for the cash, FFO to debt improves to slightly above 20%, which we expect the company to maintain. "Turkish operations' challenging environment, weak cash flow, and high indebtedness make them one of the key constraints to group's credit quality. SOCAR Turkey Enerji A.Ş. (STEAS) incorporates SOCAR's Turkish operations, including refining, petrochemicals, and transport. While its Turkish refineries benefit from the group's vertical integration, operating performance has been hurt by the challenging local environment. Persistently high inflation, above 50% for a number of years but recently moderating toward 33% in 2025 and 18% in 2026 under our expectations, has affected the costs of local companies and pressed their profitability. Combined with weak markets for petrochemicals and generally volatile refining, this leads to poor cash generation and the inability to repay its large debt. We estimate SOCAR's Turkish subsidiary to have a gross debt to EBITDA leverage in the high single digits as of 2024 with limited prospects of reducing it." High interest rates and an inability to raise long-term debt are other features of operating in the Turkish market. This results in high interest expense, which further reduces the company's cash flow. At the same time, a large share of short-term debt results in weak liquidity and the need to constantly refinance large amounts of debt. SOCAR's debt at its Turkish subsidiary represents about 40% of the group's indebtedness, and has a material impact on the company's credit metrics given the associated leverage. S&P said, "Under our base-case scenario, we expect a gradual decline in hydrocarbon production, which could lead to further investments in the company's upstream operations. SOCAR's own assets production in 2024 was of 7.5 million tons of oil and 7.7 billion cubic meters of natural gas. SOCAR also has minority stakes in projects led by international players, the main ones being Azeri-Chirag-Guneshli (ACG) and Shah-Deniz. While we view the company's reserves as ample, we expect output to keep gradually declining under the current production profile, ACG being well past its peak and Shah-Deniz having recently seen a decline in production. Given that upstream is the segment contributing the most to SOCAR's EBITDA and has been the core of its operations, we would expect investments to fund new projects in undeveloped areas of the country or develop existing ones. To reflect these expected investments, we include in our base-case about AZN3 billion of capex per year, above the levels of the past two years. The nearly completed Shah Deniz 2 project and Shah Deniz Compression project signed earlier this year illustrate this ongoing effort to increase production output through further investments. "The stable outlook reflects our expectation that SOCAR's liquidity will remain manageable, thanks to its sizable cash balances that together with cash flows cover near-term maturities, and the government's willingness to provide extraordinary and ongoing support will stay solid. It also reflects our anticipation there will be no major delays, cost overruns, or operating issues at the company's capex projects and core operations and no major changes in SOCAR's very strong link with the government. "In our base-case scenario, we anticipate S&P Global Ratings-adjusted FFO to debt of 12%-15% in 2025-2027 and slightly above 20% if accounting for the cash. However, we anticipate relatively high investments of AZN3 billion per year, with positive FOCF of about AZN1 billion." S&P could downgrade SOCAR if: -- The government's ability and willingness to support it materially weakens, for example, if the sovereign faces economic pressure or it focuses more resources on social and military purposes rather than cofinancing the company's new oil and gas projects; -- S&P sees FFO to debt drop below 12% (or below 20% if accounting for the cash) consistently, following weaker cash flow or higher investments. This could stem from projects requiring high investments, significant acquisitions, or a much steeper decline in oil and gas output, for instance; or -- SOCAR's liquidity deteriorates substantially, which could happen if the company's available cash balances decrease, and the company cannot cover its short-term maturities with a combination of cash on the balance sheet and generated cash flow. Rating upside could stem from a sovereign upgrade. S&P could also upgrade SOCAR in case its SACP improves to at least 'bb+', which is unlikely given the high leverage and limited deleveraging potential. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance--Transparency and reporting =========== F R A N C E =========== ARGENT MIDCO: Moody's Assigns 'B2' CFR, Outlook Stable ------------------------------------------------------ Moody's Ratings has assigned a B2 corporate family rating and a B2-PD probability of default rating to Argent Midco SAS (Sebia or the company), the new top holding company of Sebia's restricted group. At the same time, Moody's have assigned B2 instrument ratings to the proposed EUR1,900 million equivalent backed senior secured term loan B (TLB) and the EUR150 million backed senior secured revolving credit facility (RCF), both due in 2032, borrowed by Argent Bidco SAS. Concurrently, Moody's have withdrawn the B2 CFR and B2-PD PDR of SAM Bidco SAS, the previous top entity of Sebia's restricted group. The outlook on SAM Bidco SAS is unaffected at stable and the outlook on all other entities is stable. Proceeds from the new term loan, along with new equity, will be used to fund the acquisition of a significant stake in Sebia by Warburg Pincus International LLC (Warburg Pincus) and repay Sebia's existing debt. Closing of the transaction is expected in early 2026. Moody's will withdraw the instrument ratings of the backed senior secured bank credit facilities borrowed by SAM Bidco SAS, due in 2027, at closing of the transaction. RATINGS RATIONALE Sebia's B2 rating reflects its leading position in the global in-vitro diagnostics sector, driven by its capillary electrophoresis technology. The rating considers the company's leadership in multiple myeloma diagnostics, a robust base of recurring revenues contributing to solid Moody's-adjusted free cash flow (FCF), a consistent record of organic growth, and strong profit margins. However, Sebia's high initial Moody's-adjusted gross debt/EBITDA (leverage) as of end-2025 of 7.2x pro forma of the refinancing constrains the rating, leaving the company weakly positioned within its current rating category. The company's relatively modest scale and reliance on a core technology, despite ongoing diversification, and the risk of future debt-funded acquisitions, which could slow deleveraging, also weigh on Moody's assessments. That said, Moody's expects Sebia to prioritise organic deleveraging over the next 12-18 months. Governance factors were key to the rating action, notably Sebia's financial policy, which demonstrates a significant tolerance for leverage, as well as its concentrated ownership. Moody's forecasts revenue growth in the low double digits in percentage terms over the next 12-18 months, driven by continued strength in the multiple myeloma segment, new product launches in autoimmune and infectious diseases, and increased market penetration in genetic and metabolic disease technologies. Over the same period, Moody's anticipates Moody's-adjusted gross leverage to fall below 6.5x, with Moody's-adjusted EBITDA to interest expense of about 2.8x-3.0x, and Moody's-adjusted FCF of EUR50 million to EUR60 million. Moody's do not forecast dividend payments, but potential distributions would impact FCF. OUTLOOK The stable outlook reflects Moody's expectations that Sebia will maintain a good operating performance that will lead to deleveraging below 6.5x over the next 12-18 months, while generating good free cash flow. The outlook also assumes that the company will not undertake any major debt-funded acquisitions or shareholder distributions. LIQUIDITY Sebia's liquidity is good, supported by EUR35 million of cash, pro forma the refinancing, and Moody's expectations of positive Moody's-adjusted FCF over the next 12-18 months. Liquidity is also supported by the new EUR150 million senior secured RCF which is expected to be undrawn at closing. Over the same period, Moody's assumes working capital requirements of about 4% of revenue, and capital spending at about 8% of revenue. The acquisition by Warburg Pincus also comprises a deferred payment of about EUR150 million due 12 months after closing, which Moody's have assumed will be covered via new equity and will not impact Sebia's key credit metrics. The new RCF includes a springing financial covenant set at a senior secured net leverage of 13.0x, tested only when the RCF is drawn by more than 45%. Moody's expects the company to have significant capacity against this threshold, if tested. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure could develop if the company continues to gradually diversify its product mix while preserving strong profitability. Quantitatively, Moody's could upgrade the rating if the company's Moody's-adjusted debt/EBITDA declines below 5.0x, Moody's-adjusted EBITDA/interest expense increases above 3.0x, and Moody's-adjusted FCF/debt improves to the high-single digits in percentage terms, all on a sustained basis. An upgrade of the ratings would also require a more conservative financial policy and management around the hybrid instruments issued outside of the restricted group. Downward pressure on the rating could emerge if technology threats or pricing pressure constrain Sebia's operating performance; its Moody's-adjusted debt/EBITDA remains above 6.5x, its Moody's-adjusted EBITDA/interest expense falls below 2.0x, or its liquidity weakens, including a sustained deterioration of free cash flow. Major debt-funded acquisitions or shareholder distributions could also lead to a downgrade of the ratings. STRUCTURAL CONSIDERATIONS The B2-PD PDR, in line with the CFR, reflects Moody's assumptions of a 50% family recovery rate, typical for bank debt structures with a limited or loose set of financial covenants. The B2 instrument ratings of the proposed EUR1,900 million equivalent senior secured TLB and the EUR150 million senior secured RCF are in line with the CFR, reflecting their pari passu ranking in the capital structure and the upstream guarantees from material subsidiaries of the company. There is a sizable shareholder loan entering the restricted group which matures 10 years after closing and is subordinated to all other creditors and unsecured. Moody's considers this instrument as equity for adjusted metrics. There will be a material amount of preferred shares issued outside of the restricted group held by the company's shareholders. Moody's understands these shares will be unsecured, unguaranteed and structurally subordinated, and will not contractually mature, amortize or require contractual prepayment. They will have no cross-default or cross-acceleration and no mandatory fixed or periodic dividend payments. In Moody's views, the presence of such instruments increases the risks that the company could upstream cash or raise debt at the restricted group to repay or service these instruments, which would pressure Sebia's credit quality. Nevertheless, Moody's understands shareholders do not intend to use the company's FCF generation to service these instruments and Moody's rating does not assume shareholder distributions. COVENANTS Moody's have reviewed the draft terms for the new credit facility. Notable terms include the following: Guarantor coverage will be at least 80% of cons. EBITDA (determined in accordance with the agreement) and include wholly owned companies representing 5% or more of cons. EBITDA. Only companies incorporated in England & Wales, France, Germany, Italy and the states of New York and Delaware in the US are required to provide guarantees and security. Security will be granted over key shares, bank accounts and intra-group receivables as well as, in the case of companies in England & Wales, New York and Delaware only, security over all liabilities under the senior finance documents. Pari passu additional facilities are permitted up to 100% of EBITDA as well as unlimited amounts up to a senior secured net leverage ratio (SSNLR) of 6.5x. Unlimited junior secured facilities are permitted subject to a secured net leverage ratio of 7.5x and unsecured facilities or facilities secured on non-collateral assets are permitted subject to a 2.0x fixed charge coverage ratio or a net leverage ratio of 8.5x or less. Unlimited restricted payments are allowed up to a 6.5x SSNLR. Asset sale proceeds are only required to be applied in full where the SSNLR exceeds 6.5x. Adjustments to cons. EBITDA include the full run rate of cost savings and synergies, capped at 30% of cons. EBITDA, and believed to be obtained within 36 months. The proposed terms, and the final terms may be materially different. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Medical Products and Devices published in October 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Sebia, founded in 1967 and headquartered in Lisses, France, is a manufacturer of equipment and associated reagents used in specialized segments of the in vitro diagnostics market. The company holds a prominent market share in the diagnosis of multiple myeloma. Sebia also operates in the diagnosis of other conditions, including diabetes, hemoglobinopathies, and chronic diseases. Warburg Pincus will hold a controlling shareholding position in the company after closing of the transaction, along with other shareholders CVC, Tethys Invest, La Caisse and management. ============= I R E L A N D ============= AQUEDUCT EUROPEAN 5-2020: Fitch Affirms 'B-sf' Rating on F-R Notes ------------------------------------------------------------------ Fitch Ratings has upgraded Aqueduct European CLO 5-2020 DAC class B-1-R and B-2-R notes and affirmed the others. The Outlook on the class C-R notes has been revised to Positive from Stable. All other Outlooks are Stable. Entity/Debt Rating Prior ----------- ------ ----- Aqueduct European CLO 5-2020 DAC A-R XS2389541009 LT AAAsf Affirmed AAAsf B-1-R XS2389541777 LT AA+sf Upgrade AAsf B-2-R XS2389541850 LT AA+sf Upgrade AAsf C-R XS2389542155 LT Asf Affirmed Asf D-R XS2389542312 LT BBB-sf Affirmed BBB-sf E-R XS2389542585 LT BB-sf Affirmed BB-sf F-R XS2389542742 LT B-sf Affirmed B-sf Transaction Summary Aqueduct European CLO 5-2020 DAC is a cash flow collateralised loan obligation (CLO), mostly comprising senior secured obligations. The deal is actively managed by HPS Investment Partners CLO (UK) LLP and will exit its reinvestment period in April 2026. KEY RATING DRIVERS Performance Better Than Expected Case: The portfolio's performance has remained broadly stable, with no defaulted assets since Fitch's last rating action in December 2024. The transaction is currently slightly above par and passing all tests, with a comfortable cushion against the current weighted average rating factor, weighted average recovery rate and weighted average spread covenants. The transaction's performance has resulted in an increase on the break-even default-rate cushions versus the last review, which also drives the upgrades of the class B-1-R and B-2-R and the revision to Positive Outlook for the class C-R notes. Manageable Refinancing Risk: The transaction has manageable near- and medium-term refinancing risk, with only 3.1% of the assets in the portfolio maturing by end-2026 and 5.2% in 2027, as calculated by Fitch, in view of large default-rate cushions for each class of notes. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor of the current portfolio is 25.3 as calculated by Fitch under its latest criteria. About 13.8% of the portfolio is currently on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 98.3% of the portfolio. 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 current portfolio is 61.7%. Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 10.5%, and no obligor represents more than 1.3% of the portfolio balance. Exposure to the three largest Fitch-defined industries is 32.2% as reported by the trustee. Fixed-rate assets as reported by the trustee are at 3.9%, complying with the limit of 10%. Cash Flow Analysis: Fitch used a customised proprietary cash flow model to replicate the principal and interest waterfalls and the various structural features of the transaction, and to assess their effectiveness, including the structural protection provided by excess spread diverted through the par-value and interest-coverage tests. Since the transaction is still within the reinvestment period, Fitch's upgrade is based on a stressed portfolio testing across the entire Fitch test matrices as per the transaction document. Deviation from MIR: The class C-R and E-R notes are one notch below their respective model-implied ratings (MIR). The deviation reflects the high concentration, albeit still below the 7.5% covenant, and collateral obligations rated 'CCC+' and below by Fitch, which may expose the transaction to losses if defaults materialise. In Fitch view, junior class notes' default rate cushion is more sensitive to losses and will benefit less from amortisation after the end of the reinvestment period, resulting in the Stable Outlook on the class E-R notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Based on the current portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European securities and markets authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Aqueduct European CLO 5-2020 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. ARINI EUROPEAN VII: Fitch Assigns B-sf Final Rating to Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Arini European CLO VII DAC's notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Arini European CLO VII DAC A XS3190382054 LT AAAsf New Rating A-1 Loan LT AAAsf New Rating A-2 Loan LT AAAsf New Rating B XS3190382997 LT AAsf New Rating C XS3190383888 LT Asf New Rating D XS3190384696 LT BBB-sf New Rating E XS3190385404 LT BB-sf New Rating F XS3190386394 LT B-sf New Rating Subordinated Notes XS3190387103 LT NRsf New Rating Transaction Summary Arini European CLO VII DAC is a securitisation of mainly (at least 90%) senior secured obligations with a component of senior unsecured obligations, second-lien loans, mezzanine obligations and high-yield bonds. Net proceeds from the issuance have been used to fund an identified portfolio with a target par of EUR610 million. The portfolio is actively managed by Arini Loan Management US LLC. The CLO has a 4.7-year reinvestment period and an 8.5-year weighted average life (WAL) test covenant. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the 'B+'/'B' category. The Fitch weighted average rating factor of the identified portfolio is 22.4. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 62.2%. Diversified Portfolio (Positive): The transaction includes two matrices corresponding to an 8.5-year WAL that are effective at closing and two forward matrices corresponding to a 7.5-year WAL. Each matrix set corresponds to two different fixed-rate asset limits of 5% and 10%. All matrices are based on a top 10 obligor concentration limit of 20%. The forward matrices can be selected by the manager 12 months from issue date, provided the collateral principal amount (defaults at Fitch-calculated collateral value) is at least at the reinvestment target par balance and the collateral quality tests are satisfied, among other conditions. The transaction also has various portfolio concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a reinvestment period of about 4.7 years and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis was reduced by 12 months. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage tests and the Fitch 'CCC' maximum limit, and a WAL test covenant that progressively steps down. In Fitch's opinion, 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) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no rating impact on the class A, D and E notes and lead to downgrades of one notch for the class B and C notes and to below 'B-sf' for the class F notes. Based on the identified 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 than the Fitch-stressed portfolio, the class B, D, E and F notes display rating cushions of two notches and the class C notes of three notches. The class A notes are at the highest achievable rating and therefore have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches for the class A and D notes, four notches for the class B and C 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 the Fitch-stressed portfolio would result in an upgrade of no more than three notches across the structure, apart from the 'AAAsf' notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test covenant, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread 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 Arini European CLO VII 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 Arini European CLO VII 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. BBAM EUROPEAN VII: S&P Assigns B-(sf) Rating on Class F Notes ------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to BBAM European CLO VII DAC's class A, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. The ratings assigned to BBAM European CLO VII DAC's notes reflect our assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with our counterparty rating framework. Portfolio benchmarks S&P weighted-average rating factor 2,739.58 Default rate dispersion 557.82 Weighted-average life (years) 5.07 Obligor diversity measure 150.38 Industry diversity measure 21.86 Regional diversity measure 1.32 Transaction key metrics Portfolio weighted-average rating derived from our CDO evaluator B 'CCC' category rated assets (%) 1.75 Actual 'AAA' weighted-average recovery (%) 36.31 Actual weighted-average spread (net of floors; %) 3.75 Actual weighted-average coupon (%) 4.79 Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. Rationale The portfolio is well diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR400 million target par amount, the covenanted weighted-average spread (3.70%), the covenanted weighted-average coupon (4.00%), the actual weighted-average recovery rates calculated in line with our CLO criteria for the class A notes, and the actual weighted-average recovery rates for all other classes of notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on July 19, 2030, the collateral manager may substitute assets in the portfolio as long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain--as established by the initial cash flows for each rating--and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk sufficiently mitigated at the assigned ratings. "The operational risk associated with key transaction parties (such as the collateral manager) that provide an essential service to the issuer is in line with our operational risk criteria. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our 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, the ratings are commensurate with the available credit enhancement for the class A and F notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from closing--during which the transaction's credit risk profile could deteriorate--we have capped our ratings on the notes. "Given our analysis of the credit, cash flow, counterparty, operational, and legal risks, our ratings are commensurate with the available credit enhancement for all the rated classes of debt. In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A to E notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. 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." BBAM European CLO VII is a European cash flow CLO securitization of a revolving pool, comprising mainly euro-denominated leveraged loans and bonds. It is managed by RBC Global Asset Management (UK) Ltd. Ratings Amount Credit Class Rating* (mil. EUR) Interest rate§ enhancement (%) A AAA (sf) 248.00 3M EURIBOR plus 1.29% 38.00 B AA (sf) 44.00 3M EURIBOR plus 1.85% 27.00 C A (sf) 24.00 3M EURIBOR plus 2.10% 21.00 D BBB- (sf) 28.00 3M EURIBOR plus 2.95% 14.00 E BB- (sf) 18.00 3M EURIBOR plus 5.20% 9.50 F B- (sf) 12.00 3M EURIBOR plus 8.00% 6.50 Sub. NR 32.00 N/A N/A *The ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. 3M--three month. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. CARLYLE 2015-1: Fitch Assigns B-sf Final Rating to Cl. E-R-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Carlyle Global Market Strategies Euro CLO 2015-1 DAC reset notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Carlyle Global Market Strategies Euro CLO 2015-1 DAC A-1-LR LT AAAsf New Rating A-1-R XS2109445671 LT PIFsf Paid In Full AAAsf A-1-RR XS3190727647 LT AAAsf New Rating A-2 XS3190727993 LT AAsf New Rating A-2A-R XS2109446133 LT PIFsf Paid In Full AA+sf A-2B-R XS2109446729 LT PIFsf Paid In Full AA+sf B XS2109447537 LT PIFsf Paid In Full A+sf B-R-R XS3190728298 LT Asf New Rating C XS2109448006 LT PIFsf Paid In Full BBB+sf C-R-R XS3190728538 LT BBB-sf New Rating D XS2109448931 LT PIFsf Paid In Full BB+sf D-R-R XS3190728702 LT BB-sf New Rating E XS2109449582 LT PIFsf Paid In Full Bsf E-R-R XS3190728967 LT B-sf New Rating X-R XS3190727480 LT AAAsf New Rating Transaction Summary Carlyle Global Market Strategies Euro CLO 2015-1 DAC is a securitisation of mainly senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes, except the subordinated notes, and to top up the portfolio with a target par of EUR450 million. The portfolio is actively managed by Carlyle CLO Management Europe LLC. The collateralised loan obligation (CLO) has a 4.4-year reinvestment period and a 7.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 25.1. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.3%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a fixed-rate obligation limit at 10%, a top 10 obligor concentration limit at 15%, and a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. WAL Test Step-Up Feature (Neutral): The transaction can extend its WAL by one year on the step-up date, which is one year after closing. The WAL extension is subject to conditions including the satisfaction of collateral-quality tests, and the collateral principal amount (treating defaulted obligations at their Fitch collateral value) being at least equal to the reinvestment target par balance. Portfolio Management (Neutral): The transaction includes four Fitch matrices. Two are effective at closing, corresponding to a 7.5-year WAL. Another two are effective 18 months after closing, corresponding to a seven-year WAL, and are subject to the collateral principal amount (treating defaulted obligations at their Fitch collateral value) being at least equal to the reinvestment target par balance. Each matrix set corresponds to two different fixed-rate asset limits at 10% and 5%. All matrices are based on a top 10 obligor concentration limit at 15%. The transaction has a 4.4-year reinvestment period governed by 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 Analysis (Neutral): The WAL used for the transaction's Fitch-stressed portfolio is 12 months less than the WAL covenant to account for structural and reinvestment conditions after the reinvestment period, including the satisfaction of the coverage tests and Fitch 'CCC' limit, together with a consistently decreasing WAL covenant. In Fitch's opinion, 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 X-R notes and A-1-RR debt, and result in downgrades of one notch each for the class A-2, B-RR, C-RR notes, and of two notches for the class D-RR notes. The class E-RR notes would be downgraded to below 'B-sf'. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than Fitch assumed, due to unexpectedly high levels of default and portfolio deterioration. The class A-2, C-RR and D-RR notes each have a rating cushion of two notches, and the class B-RR and E-RR notes each have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the class A-1-RR to C-RR debt, and to below 'B-sf' for the class D-RR and E-RR notes. The class X-R notes would not be affected, 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 three notches each for the rated notes, except 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 remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Carlyle Global Market Strategies Euro CLO 2015-1 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 CLO XXI: Fitch Affirms 'B+sf' Rating on Class F Notes ------------------------------------------------------------- Fitch Ratings has upgraded Harvest CLO XXI DAC's class B-1-R, B-2-R and class C-R notes, and affirmed the rest. Entity/Debt Rating Prior ----------- ------ ----- Harvest CLO XXI DAC A-1-R XS2326512378 LT AAAsf Affirmed AAAsf A-2-R XS2326512964 LT AAAsf Affirmed AAAsf B-1-R XS2326513772 LT AAAsf Upgrade AA+sf B-2-R XS2326514317 LT AAAsf Upgrade AA+sf C-R XS2326515041 LT AA-sf Upgrade A+sf D-R XS2326519035 LT BBB+sf Affirmed BBB+sf E XS1951930533 LT BB+sf Affirmed BB+sf F XS1951930616 LT B+sf Affirmed B+sf Transaction Summary Harvest CLO XXI DAC is a securitisation of mainly senior secured loans (at least 90%) with a component of senior unsecured, mezzanine and second-lien loans. The transaction is managed by Investcorp Credit Management EU Limited and exited its reinvestment period in October 2023. KEY RATING DRIVERS Transaction Deleveraging: Around EUR60.1 million of the class A-1-R notes and EUR8.5 million of the class A-2-R notes has been repaid since its last review in December 2024. This deleveraging was caused by the failure of certain tests that prevented the manager from reinvesting, resulting in an increase in credit enhancement for the rated notes. Losses Below Rating Case Assumptions: As of the latest trustee report, the transaction was around 2.3% below par (calculated as defaults at trustee reported value less the reinvestment target par balance and then divided by the current par difference over the original target par). However, the loss is below its rating case assumptions and the portfolio has no defaulted assets. Low Refinancing Risk: The transaction has manageable exposure to near- and medium-term refinancing risk, with no portfolio assets maturing in 2025 and 0.9% maturing in 2026. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted average rating factor (WARF) of the current portfolio was 26.4 under the latest criteria. High Recovery Expectations: Senior secured obligations comprise 98.6% of the portfolio. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The weighted average recovery rate of the current portfolio as reported by the trustee was 63.4%. Transaction Outside Reinvestment Period: The transaction exited its reinvestment period in October 2023, and the most senior notes are deleveraging. The transaction is failing the weighted average life (WAL) test, another rating agency's 'CCC' test and the Fitch WARF test, according to the trustee report. The manager has not made any purchases since May 2025. As a result, Fitch's upgrade analysis is based on the current portfolio with assets on Outlook Negative notched down by one level, while the WAL is floored at four years, according to its criteria. Deviation from Modelled Implied Rating: The class D-R notes and class C-R notes are rated one notch and two notches, respectively, below their model-implied ratings (MIR), reflecting insufficient default rate cushion at the MIRs. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades may occur if build-up of credit enhancement following amortisation does not compensate for a larger loss expectation than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio quality and continued amortisation of the notes, leading to higher credit enhancement across the structure. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognized statistical rating organisations and/or European securities and markets authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Harvest CLO XXI 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. PARTICIPATION STATUS The rated entity (and/or its agents) or, in the case of structured finance, one or more of the transaction parties participated in the rating process except that the following issuer(s), if any, did not participate in the rating process, or provide additional information, beyond the issuer’s available public disclosure. OCP EURO 2024-9: S&P Assigns B-(sf) Rating on Class F-R Notes ------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to OCP Euro CLO 2024-9 DAC's class A-R Loan and class X-R, A-R, B-R, C-R, D-1-R, D-2-R, E-R, and F-R notes. At closing, the issuer also had unrated subordinated notes outstanding from the existing transaction. This transaction is a reset of the already existing transaction that closed in May 2024. The issuance proceeds of the refinancing notes were used to redeem the refinanced debt (the original transaction's class A Loan, and class A, B-1, B-2, C, D, E, and F notes, for which S&P withdrew its ratings at the same time), and pay fees and expenses incurred in connection with the reset. The ratings assigned to the reset debt reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated debt 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 2,667.04 Default rate dispersion 671.44 Weighted-average life (years) 4.31 Weighted-average life (years) including reinvestment 4.40 Obligor diversity measure 162.90 Industry diversity measure 24.36 Regional diversity measure 1.34 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.01 Portfolio target par amount (mil. EUR) 500 Actual 'AAA' weighted-average recovery (%) 36.09 Actual weighted-average spread 3.68 Actual weighted-average coupon 2.51 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end on April 20, 2030.The portfolio is well-diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR500 million target par amount, the actual weighted-average spread (3.68%), actual weighted-average coupon (2.51%), and the covenanted weighted-average recovery rate at each rating level. "We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate 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 capped our assigned ratings on these notes. "For the class A-R Loan and class X-R, and A-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with the assigned rating. "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 Loan and class X-R to F-R notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R Loan and X-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P 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 or limit assets from being related to certain industries. 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." OCPE 2024-9 DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued mainly by speculative-grade borrowers. Onex Credit Partners, LLC is the collateral manager. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ X-R AAA (sf) 2.50 N/A Three/six-month Euribor plus 0.83% A-R AAA (sf) 150.00 38.00 Three/six-month Euribor plus 1.30% A-R Loan AAA (sf) 160.00 38.00 Three/six-month Euribor plus 1.30% B-R AA (sf) 51.50 27.70 Three/six-month Euribor plus 1.80% C-R A (sf) 32.00 21.30 Three/six-month Euribor plus 2.20% D-1-R BBB- (sf) 36.50 14.00 Three/six-month Euribor plus 3.25% D-2-R BBB- (sf) 1.50 13.70 Three/six-month Euribor plus 3.95% E-R BB- (sf) 22.25 9.25 Three/six-month Euribor plus 5.70% F-R B- (sf) 14.00 6.45 Three/six-month Euribor plus 8.30% Sub. Notes NR 53.90 N/A N/A *S&P said, "Our ratings on the class A-R Loan and A-R, and B-R notes address timely interest and ultimate principal payments. Our ratings on the class C-R, D-1-R, D-2-R, E-R, and F-R notes address ultimate interest and principal payments." §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. NR--Not rated. N/A--Not applicable. N/A--Not applicable. PENTA CLO 10: Fitch Hikes Rating on Class E Notes to 'BBsf' ----------------------------------------------------------- Fitch Ratings has upgraded Penta CLO 10 DAC's class C to E notes and affirmed the rest. The Outlooks on the notes are Stable. Entity/Debt Rating Prior ----------- ------ ----- Penta CLO 10 DAC A XS2401707877 LT AAAsf Affirmed AAAsf B-1 XS2401707950 LT AAsf Affirmed AAsf B-2 XS2401708339 LT AAsf Affirmed AAsf C XS2401708412 LT A+sf Upgrade Asf D XS2401708255 LT BBBsf Upgrade BBB-sf E XS2401708925 LT BBsf Upgrade BB-sf F XS2401709063 LT B-sf Affirmed B-sf Transaction Summary Penta CLO 10 DAC is a cash flow collateralised loan obligation (CLO), mostly comprising senior secured obligations. The deal is actively managed by Partners Group (UK) Management Limited and its reinvestment period is scheduled to end in November 2026. KEY RATING DRIVERS Stable Performance, Shorter Risk Horizon: The portfolio's credit quality has remained stable over the last 12 months. Exposure to assets with a Fitch-Derived Rating of 'CCC+' and below remains low at 2.3%, versus a limit of 7.5%, according to the latest trustee report dated September 2025. The transaction is around 0.57% below par (calculated as the current par difference over the original target par) and defaults comprise 0.3% of the portfolio's outstanding principal balance. The transaction is also passing all its collateral-quality, portfolio-profile and coverage tests. The stable performance of the transaction, combined with a shortened weighted average life (WAL) test covenant since the last review in December 2024, resulted in today's upgrades and affirmations. Low Refinancing Risks: The transaction has low near- and medium-term refinancing risk, with no portfolio assets maturing in 2025 and 0.4% maturing in 2026. Revolving Transaction: The transaction is still in its reinvestment period which is scheduled to end in November 2026. During this phase, principal proceeds are actively reinvested, resulting in ongoing changes to portfolio metrics. Accordingly, Fitch based its analysis on the Fitch-stressed portfolio, which assumes portfolio parameters at their maximum covenant allowances. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor of the current portfolio is 24.9 as calculated by Fitch under its latest criteria. About 11.5% of the portfolio is currently on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 99.4% of the portfolio. 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 current portfolio is 59.6%. Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 11.2%, and no obligor represents more than 1.4% of the portfolio balance. Exposure to the three largest Fitch-defined industries is 37.1%, as calculated by Fitch. Fixed-rate assets reported by the trustee are at 2.6%, complying with the limit of 5%. Cash Flow Analysis: Fitch used a customised proprietary cash flow model to replicate the principal and interest waterfalls and the various structural features of the transaction, and to assess their effectiveness, including the structural protection provided by excess spread diverted through the par-value and interest-coverage tests. The transaction benefits from a low weighted average cost of capital of 1.9%. Deviation from Modelled Implied Rating: The rating for the class B notes is one notch below its model-implied rating, reflecting their thin default-rate cushions at higher ratings. A deterioration in portfolio credit quality would further erode these cushions. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other nationally recognised statistical rating organisations and/or European securities and markets authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Penta CLO 10 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. RONDA RMBS 2025: S&P Assigns Prelim. Bsf Rating on F-Dfrd Notes --------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Ronda RMBS 2025 DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At closing, the issuer will also issue unrated class X, G, RFN notes and VRR Loan. S&P said, "Our preliminary ratings address the timely payment of interest and the ultimate payment of principal on the class A notes. Our preliminary ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes address the ultimate payment of interest and principal on these notes, and timely payment of interest when they become the most senior class of notes outstanding." Unpaid interest will not accrue additional interest and will be due at the notes' legal final maturity. Credit enhancement for the rated notes will comprise mainly subordination. A fully funded liquidity reserve fund will be available from closing to meet revenue shortfalls on the class A and B-Dfrd notes when they become the most senior class outstanding. The pool of EUR422.7 million was originated by various banks and saving banks in Spain, which have now been consolidated into Banco Santander S.A. (Banco Santander). The assets are first-ranking reperforming mortgages secured primarily on residential properties. 63% of the borrowers have had their loans restructured in the past. In a stressed economic environment, there is increased probability of these borrowers going back into arrears. Within the pool, more than 32% of the loans are at least one month in arrears, with 17.5% of these borrowers being more than three months in arrears. S&P views these borrowers as having a higher risk of default. The primary servicer, Banco Santander is an experienced servicer with well-established servicing systems and policies. Additionally, given the material percentage of assets (32.10%) that are currently in arrears, Pepper Spanish Servicing, S.L.U (Pepper) will act as special servicer on these assets and master servicer of the overall portfolio S&P said, "We received legal opinions that aim to provide comfort that the sale of the mortgage certificates would survive the seller's insolvency. We also received tax opinions that set out the issuer's tax liabilities under the current tax legislation, particularly with regards to withholding tax under the FT bond. The Spanish FT will be subject to value-added tax from services provided to it (i.e. servicing fees). We have incorporated these potential taxes that would reduce the issuer's available funds." Compared to other transactions, FT Jerez will not be duly registered at closing. If six months have elapsed since the closing date without FT Jerez having been incorporated into the official registers of the CNMV, the FT Jerez Management Company will be entitled to proceed with an early liquidation of FT Jerez and, consequently, to redeem the FT Jerez Bonds. In such a scenario, the FT will not receive payments due under the mortgage certificates and, in turn, will not be able to make payments due on the FT bonds until it is duly registered with the CNMV. The occurrence of such an early redemption event would have a direct and adverse impact on the issuer's ability to meet its obligation under the rated notes. S&P said, "At closing, we will only assign preliminary ratings. The assignment of final ratings is contingent upon the successful registration of the Spanish securitization fund (Fondo de Titulización, FT) with the Comisión Nacional del Mercado de Valores (CNMV). We understand that such registration typically occurs within two to three weeks following submission of the application. While a short delay beyond this timeline may be accommodated, if registration is not completed at least one month prior to the issuer's first interest payment date (IPD), we will withdraw the preliminary ratings." Ratings Prelim. Class rating* Amount (EUR) Coupon (%) A AAA (sf) 263,018,000 Three-month EURIBOR + 0.80 B-Dfrd* AA (sf) 20,077,000 Three-month EURIBOR + 1.50 C-Dfrd* A (sf) 18,069,000 Three-month EURIBOR + 2.00 D-Dfrd* BBB (sf) 12,046,000 Three-month EURIBOR + 2.50 E-Dfrd* BB (sf) 13,050,000 Three-month EURIBOR + 3.00 F-Dfrd* B (sf) 6,023,000 Three-month EURIBOR + 3.50 G NR 69,268,000 8.00 RFN NR 7,891,000 N/A VRR Loan NR 21,555,000 N/A X NR 100,000 0.08 *S&P's preliminary ratings address timely payment of interest and ultimate repayment of principal for the class A notes, and the ultimate payment of interest and principal on the other rated notes. S&P's preliminary ratings also address the timely payment of interest on the rated notes when they become most senior outstanding. Any deferred interest is due at maturity. †The structure includes an X note that is pari passu with the class A interest payment. The fixed rate is calculated on the asset balance. NR--Not rated. N/A--Not applicable. SOUND POINT I: Moody's Affirms B1 Rating on EUR15MM Cl. F-R Notes ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following debt issued by Sound Point Euro CLO I Funding Designated Activity Company: EUR34,750,000 Class B-1-R Senior Secured Floating Rate Notes due 2034, Upgraded to Aaa (sf); previously on May 25, 2021 Assigned Aa2 (sf) EUR12,750,000 Class B-2-R Senior Secured Fixed Rate Notes due 2034, Upgraded to Aaa (sf); previously on May 25, 2021 Assigned Aa2 (sf) EUR33,850,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to Aa2 (sf); previously on May 25, 2021 Assigned A2 (sf) EUR33,650,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A3 (sf); previously on May 25, 2021 Assigned Baa3 (sf) Moody's have also affirmed the ratings on the following debt: EUR150,400,000 Class A-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on May 25, 2021 Assigned Aaa (sf) EUR159,600,000 Class A-R Senior Secured Floating Rate Loan due 2034, Affirmed Aaa (sf); previously on May 25, 2021 Assigned Aaa (sf) EUR26,250,000 Class E-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba2 (sf); previously on May 25, 2021 Assigned Ba2 (sf) EUR15,000,000 Class F-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B1 (sf); previously on May 25, 2021 Assigned B1 (sf) Sound Point Euro CLO I Funding Designated Activity Company, issued in May 2019 and refinanced 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 Sound Point CLO C-MOA, LLC ("Sound Point"). The transaction's reinvestment period will end in November 2025. RATINGS RATIONALE The rating upgrades on the Class B-1-R, B-2-R, C-R and D-R debt 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-R, A-R Loan, E-R and F-R debt are primarily a result of the expected losses on the debt 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: EUR496.0m Defaulted Securities: EUR5.3m Diversity Score: 57 Weighted Average Rating Factor (WARF): 2900 Weighted Average Life (WAL): 4.40 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.64% Weighted Average Coupon (WAC): 3.66% 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. Moody's notes that the October 2025 trustee report was published at the time Moody's were completing Moody's analysis of the November 2025 data. Key portfolio metrics such as WARF, diversity score, weighted average spread and life, and OC ratios exhibit little or no change between these dates. 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 debt's exposure to relevant counterparties, such account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the debts are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated debt's performance is subject to uncertainty. The debt's 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 debt's performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in November 2025, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the debt's ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the debt beginning with the debt having the highest prepayment priority. -- Weighted average life: The debt's 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 debt's 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 defaulted 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 debt's 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. ========= I T A L Y ========= EOLO SPA: Fitch Affirms 'B-' Long-Term IDR, Outlook Stable ---------------------------------------------------------- Fitch Ratings has affirmed Eolo SpA's Long-Term Issuer Default Rating (IDR) at 'B-' with a Stable Outlook. Fitch also affirmed the company's senior secured notes (SSN) at 'B' with a Recovery Rating of 'RR3'. Eolo's ratings reflect its expectations of negative free cash flow (FCF) due to high capex. They also reflect Eolo's good operating performance to date and its shareholders' demonstrated commitment to support liquidity through capital injections. The Stable Outlook reflects Fitch's expectations that Eolo is likely to achieve neutral FCF in the next four to five years and make sufficient progress in executing its business plan ahead of refinancing in 2028. Fitch estimates that current committed undrawn equity of EUR40 million and an undrawn EUR14 million revolving credit facility (RCF) should suffice in covering the company's liquidity needs ahead of FCF generation. A lack of adequate FCF improvement and visibility on the company's business model could increase risks to refinancing in the medium term. Key Rating Drivers Negative FCF: Its base case expects Eolo's growth strategy and network upgrade to keep FCF negative until FY30 (year ending March). Persisting negative FCF alongside significant execution risks are key influences on Eolo's rating and business profile. Fitch expects the Fitch-defined EBITDA margin to increase to about 40% in FY29, from about 37% in FY25. Capex will decrease to 25% of revenue, from 40%, in the same period, but upcoming refinancing of instruments maturing in FY29 will likely increase the company's interest costs, keeping FCF negative for longer, despite increased EBITDA and lower capex. Liquidity Secured through Shareholder Support: Under Fitch's base case forecasts, the current available undrawn liquidity is likely to be sufficient to get the company to its FCF break-even point. However, Fitch expects Eolo's shareholders to intervene should the company need additional support. Eolo has received additional commitments of shareholder support to preserve liquidity and continue investing in its network and in customer acquisition at the current pace. The company has access to EUR40 million undrawn shareholder support, after drawing on the EUR50 million made available to it in FY25. Upcoming Refinancing Risks: Sustained negative FCF may increase Eolo's refinancing risk. The company's EUR375 million notes due in October 2028 have a 4.875% fixed rate, which is well below market rates for credits with similar ratings. It is likely that the refinancing of its secured instruments due in 2028 will lead to an increase in interest costs. Fitch's base case assumes a refinancing interest rate of 9% for Eolo, which would increase its interest costs by around EUR20 million and delay the company's FCF break-even by two years. Eolo Launches 1Gbps Offer: Eolo has launched its 1Gbps offer, which will allow it to compete with fibre in overlapping areas and protect and increase its market share. Fitch also expects the offer to support the company's expansion of wholesale revenues. The 1Gbps offer was made possible by Eolo's strategic partnership with Fastweb, signed in April 2024, allowing Eolo exclusive access to Fastweb's 26GHz spectrum. The agreement also gives Fastweb wholesale access to Eolo's fixed wireless access (FWA) footprint, enlarging Eolo's wholesale revenue growth opportunities. New Capex Requirements: Eolo will initially need additional capex to install antennas compatible with the new 26GHz frequencies on its existing base transceiver stations. However, the transition to 26GHz will significantly benefit the company's FCF profile over the long term, because the customer premise equipment (CPE) cost for 26GHz is much less than that for 28GHz frequencies. This means that customer growth will be less expensive and have a higher FCF conversion for every new customer on 26GHz. Capex to Remain High: Fitch expects Eolo's capex to remain high at over EUR250 million for FY26-FY28 before benefiting from the 26GHz lower CPE cost. Its capex estimates include the cost to cover the extension of the right-of-use of frequencies. Investments will complete the coverage of Eolo's addressable market and upgrade its network technology. Fitch estimates that in case of distress Eolo's minimum capex would be around EUR60 million. At this level, the company is likely to be able to invest in minimum short-term customer additions but at the expense of its longer-term growth. Good Customer Growth: Eolo's customer base grew by 3.7% year on year in 1QFY26. The company increased its market share to 3.68% as of March 2025, compared with 3.53% in the previous year. The share of ultrabroadband subscribers among its active contracts increased to 57% in 1QFY26, from 50% in 1QFY25, which Fitch views as credit positive, as customers using this technology have lower churn than those using Eolo's 5GHz technology. Eolo's subscriber base growth is likely to slow in FY26 following the company's price increases and as expected from its strategic focus on value rather than volume. Risks to FWA Operating Environment: Fitch believes FWA could be a key technology in Italy, where fibre-to-the-home networks will not be deployed or where fibre-to-the-cabinet connection is sub-optimal. Fitch believes long-term fibre-to-the-home coverage will be 85%-90% of Italian households, leaving a 10%-15% market opportunity for FWA. Increasing medium-term household data consumption should support broadband fixed connectivity usage. However, in the long term FWA may be challenged by alternative wireless technologies, such as satellite broadband and the extensive deployment of 5G mobile networks. Peer Analysis Within the FWA technology niche of the Italian broadband market, Eolo's peer is Tiscali (previously Linkem), which also operates a FWA network but with limited geographical overlap. Eolo's ratings are based on an expanding business model, high leverage, and large capex requirements driving negative FCF. Its operating and financial profiles are commensurate with a 'B-' rating. Eolo is comparable with speculative-grade issuers in the telecommunications sector, particularly smaller ones that cover niche market positions. Nuuday A/S (B/ Stable) also has high leverage and capex requirements driving negative FCF. It is the leader in the end-user market for mobile and broadband services in Denmark. For its infrastructure it relies on its network partner TDC NET A/S (BB/Stable). High leverage, tight liquidity and negative FCF generation are key constraints on Eolo's ratings. Key Assumptions - Revenue growth of around 1% in FY26 and 4.7% FY27, benefiting from increased wholesale revenue from Fastweb, and increasing to 4.8% and 5% in FY28 and FY29, respectively, as higher adoption of the 26Ghz frequency improves customer growth and average revenue per user (ARPU) - Subscriber growth at an average of 5% a year for FY27-FY30, with stable ARPU - Moderate growth in ARPU from around EUR29 a month - Limited cash tax payments due to large losses carried forward until FY29 - Capex at around 40% of revenue in FY26 and 25%-35% in FY27-FY30 Recovery Analysis Its recovery analysis assumes Eolo would be considered a going concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated. This is based on the inherent value of its FWA network in suburban and rural areas in Italy. Fitch has assumed a 10% administrative claim. Fitch assesses GC EBITDA at about EUR80 million. Fitch assumes financial distress will be driven by slower customer growth, stagnation in pricing and higher capex requirements to maintain the customer base. This will lead to shrinking margins and higher cash needs to fund capex, causing increases in leverage. At the GC EBITDA level, Fitch expects Eolo to have negative FCF. However, the company may be able to achieve positive FCF after scaling back capex, with a cut in unprofitable areas from its FWA coverage. A sale to another telecoms operator with greater scale may also be an option. Fitch uses a 5.0x multiple, at the midpoint of its distressed multiples range for high-yield and leveraged-finance credits. Its choice of multiple is justified by the potential attractiveness of the business for other Italian telecoms operators, balanced by the lack of FCF generation in the medium term. Fitch assumes Eolo's EUR140 million RCF to be fully drawn on default. The RCF ranks super senior and ahead of SSNs. Its waterfall analysis generates a ranked recovery for the SSN noteholders in the 'RR3' category, leading to a 'B' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Evidence of deterioration in short-term liquidity, due to a persistently fully drawn RCF and lack of visibility on timely shareholder support - Increased refinancing risk as maturities on the RCF and notes approach - Disruptions to FWA expansion due to lack of access to frequency renewals or faster-than-expected and more efficient roll-out of fibre networks in rural and suburban areas in Italy - EBITDA leverage higher than 6.0x, caused by a reduction in margins and by increases in gross debt - EBITDA interest coverage below 3.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increase in liquidity headroom through additional facilities or reimbursements under the RCF - Evidence of improvements in cash flow generation, leading to neutral to positive FCF margins - A successful roll-out of the FWA network leading to broadband leadership in target niches with customer expansion and control on pricing - EBITDA leverage sustainably below 4.5x Liquidity and Debt Structure Eolo's cash position as of 1QFY26 was EUR14 million with remaining RCF availability of around EUR14 million, which Fitch expects the company to draw down in FY26. The company also has access to EUR40 million of committed equity injection from shareholders, which Fitch expects the company to use in two tranches in FY27 and FY28. The company's senior secured RCF of EUR140 million is due in April 2028 and its EUR375 million fixed-rate notes are due in October 2028. Fitch expects the company to refinance these instruments well ahead of their maturities. Refinancing will likely cause an increase in interest costs for the company, which may delay FCF break-even. Issuer Profile Eolo is a provider of broadband and ultra-broadband services in Italy. It focuses on rural and suburban areas through the deployment of FWA and is the leading operator in Italy for this technology. 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 ----------- ------ -------- ----- EOLO S.p.A. LT IDR B- Affirmed B- senior secured LT B Affirmed RR3 B =========== P O L A N D =========== SYNTHOS SA: Moody's Cuts CFR & EUR600MM Sr Sec Notes Rating to Ba3 ------------------------------------------------------------------ Moody's Ratings downgraded Synthos S.A.'s (Synthos or the company) long-term corporate family rating to Ba3 from Ba2 and probability of default rating to Ba3-PD from Ba2-PD. Concurrently Moody's downgraded to Ba3 from Ba2 the instrument rating on the EUR600 million guaranteed senior secured notes (SSNs) due 2028 issued by the company. The outlook remains negative. RATINGS RATIONALE "The downgrade of Synthos' CFR to Ba3 reflects the company's sustained earnings deterioration over the last three years and expectation that recovery will only be gradual", says Sebastien Cieniewski, a Moody's Ratings Vice President – Senior Credit Officer and lead analyst for Synthos. Moody's adjusted gross leverage increased to 5.3x as of the last twelve months (LTM) period to June 30, 2025 (Moody's includes net foreign exchange losses and losses on derivatives in Moody's calculations of EBITDA) due mainly to a depressed market for insulation materials only partly mitigated by recovery in synthetic rubber. Moody's forecasts leverage to rise even higher towards 6.0x by the end of 2025 reflecting temporary maintenance work to be completed at the company's Schkopau facility in Germany in H2 2025, before improving from 2026. Given upcoming maturities of its EUR500 million revolving credit facility (RCF) in August 2027 and the SSNs in June 2028, restoration of earnings will be key for facilitating the refinancing of these facilities, which would likely come at a higher interest rate. Synthos' CFR is weakly positioned within the Ba3 rating category. Nevertheless, credit metrics could improve over 2026–2027, supported by several positive catalysts, including: (1) the absence of maintenance-related outages, leading to increased synthetic rubber production availability; (2) a favorable impact on volumes and pricing stemming from competitors' closure of insulation materials and synthetic rubber capacity across Europe; and (3) lower utility costs and improved commercial terms for some monomers. Synthos should also benefit from higher free cash flow (FCF) generation with higher projected earnings and a significant decrease in capital expenditures in 2026 and 2027 following the completion of its key strategic investments, including its new butadiene unit in Plock, Poland. Moody's assumes that the company will use the excess cash to repay drawings under the RCF supporting deleveraging towards 4.0x in 2026 and below 3.5x by 2027. However, the pace in earnings recovery remains uncertain after a prolonged period of underperformance and relies on increased activity in the European construction sector while demand for synthetic rubber remains robust including from exports to Asia. At the same time Moody's projects a weakening in earnings from Synthos' utility segment due to the normalization of electricity prices from the peak reached after the outbreak of the war in Ukraine. Moody's views the restoration of positive earnings momentum as an important factor to facilitate the refinancing of Synthos' debt obligations. The RCF and the SSNs come due in August 2027 and June 2028, respectively. The company has been operating at well above its own financial target of company defined net leverage in the 2.0x to 2.5x range (4.0x reported as of June 30, 2025). LIQUIDITY Synthos' liquidity is adequate, supported by PLN1,120 million (EUR264 million equivalent) availability under its RCF and cash of PLN80 million as of June 30, 2025. Moody's projects an improvement in FCF to mid- to high- single-digit rates as a percentage of Moody's adjusted gross debt in 2026 and 2027. Moody's projects FCF to be negative in 2025 due to depressed earnings, still elevated capital expenditures, and unfavourable working capital change mainly due to a PLN271 million settlement payment related to a claim against a supplier at the company's Schkopau facility. The company has two incurrence covenants in its bond documentation which do not affect its ability to draw down on its existing RCF, and the RCF has no maintenance covenants. STRUCTURAL CONSIDERATIONS The Ba3 rating on the EUR600 million SSNs is aligned with the CFR. The SSNs rank pari passu with the EUR500 million RCF. The SSNs are guaranteed by operating entities accounting for the bulk of the group's consolidated assets, revenues and accounting EBITDA and secured by share pledges and real estate of Polish subsidiaries. OUTLOOK The negative outlook reflects uncertainty around the timing and level of recovery for Synthos' earnings as the company has been operating in a challenging insulation materials market for the last three years. The negative outlook also reflects the weak positioning of Synthos within the rating category and the increasing pressure on liquidity from approaching debt maturities for the RCF in August 2027 and the SSNs in June 2028. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive ratings pressure is limited over the short-term, however, over time the ratings could be upgraded in the context of a strong and sustained recovery in volumes and prices in particular for Synthos' insulation materials segment. For positive pressure Moody's would expect Moody's-adjusted gross debt/EBITDA sustainably well below 3.0x and strong liquidity with long debt maturities, and FCF to debt sustained at least at high single digit rates. A higher rating would also require continued commitment to conservative and predictable financial policy, particularly in relation to shareholder returns. The ratings could be downgraded if Moody's do not see a material improvement in market fundamentals which translates into improved operational performance for Synthos in the short-term. The rating could be downgraded if Synthos is not able to reduce its adjusted debt/EBITDA to below 4.0x over the next 12 months or fails to generate meaningful positive FCF of above 5% as a percentage of Moody's adjusted gross debt. Negative pressure would also arise if Synthos does not present a strategy to refinance its debt well in advance of maturity. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Chemicals published in October 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. COMPANY PROFILE Headquartered in Oswiecim, Poland, Synthos is one of the leading European synthetic rubber and styrene producers, with its production facilities located in Poland, the Czech Republic, France, Germany and the Netherlands. Synthos is a privately held company, beneficially owned by Mr. Michal Solowow via MS Galleon GmbH registered in Austria. =============== P O R T U G A L =============== TAGUS - VASCO FINANCE 1: DBRS Cuts Class E Notes Rating to B(low) ----------------------------------------------------------------- DBRS Ratings GmbH downgraded the credit ratings on the following notes (collectively, the Notes) issued by Tagus - Sociedade de Titularizacao de Creditos, S.A. (Vasco Finance No. 1) (the Issuer) and removed the Under Review with Negative Implication status: -- Class A Notes downgraded to AA (low) (sf) from AA (high) (sf) -- Class B Notes downgraded to BBB (high) (sf) from A (sf) -- Class C Notes downgraded to BBB (low) (sf) from BBB (sf) -- Class D Notes downgraded to BB (low) (sf) from BB (sf) -- Class E Notes downgraded to B (low) (sf) from B (sf) Morningstar DBRS did not rate the Class F, Class R or Class X Notes also issued by the Issuer and notes the Class R Notes were fully repaid in February 2024. The credit ratings of the Class A, Class B and Class C Notes address the timely payment of scheduled interest and the ultimate repayment of principal by the legal final maturity date. The credit ratings of the Class D and Class E Notes address the ultimate payment of scheduled interest and principal by the legal final maturity date. The Issuer is the earliest outstanding credit card securitization program established by WiZink Bank S.A.U., Portuguese Branch (the seller) after the full repayment of Tagus - Sociedade de Titularizacao de Creditos, S.A. (Victoria Finance No. 1) in June 2025. CREDIT RATING RATIONALE Morningstar DBRS based the above credit rating actions on the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement to withstand stressed cashflow assumptions and repay the Issuer's financial obligations according to the terms under which the Notes were issued -- The credit quality of the seller's portfolio, the characteristics of the collateral, its historical performance and Morningstar DBRS' expectation of monthly principal payment rates (MPPRs), yield and charge-off rates under various stress scenarios -- The seller's capabilities with respect to servicing and its position in the market and financial strength -- The transaction parties' financial strength regarding their respective roles -- Morningstar DBRS' long-term sovereign credit rating of the Republic of Portugal, currently A (high) with a stable trend -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology TRANSACTION STRUCTURE The transaction entered into amortization after August 2024 with a pro rata redemption among the Class A, Class B, Class C, Class D, Class E and Class F Notes, based on the respective percentages of 68.46%, 9.48%, 5.51%, 6.97%, 4.98% and 4.55%. The Class X Notes are repaid from the interest waterfall. As of October 2025 payment date, the class factor was 55.13% and no sequential amortization trigger or event of default has occurred so far. The transaction includes a cash reserve to cover the shortfalls in senior expenses, servicing fees, senior swap payments and interest on the Class A and, if not deferred, Class B and Class C Notes. The reserve amount is maintained at the target 2% of the outstanding principal amount of the Class A, Class B and Class C Notes and could amortize down to a floor equal to 0.5% of the initial amount of the Class A, Class B and Class C Notes. Morningstar DBRS considers the interest rate risk of the transaction to be limited as an interest rate swap continues to be in place to reduce the mismatch between the fixed-rate collateral and the floating-rate Notes. COUNTERPARTIES Deutsche Bank AG remains as the account bank for the transaction. Based on its Long-Term Issuer Rating of A (high) and the downgrade provisions outlined in the transaction documents, Morningstar DBRS considers the risk arising from the exposure to the account bank to be commensurate with the assigned credit ratings. BNP Paribas remains as the swap counterparty for the transaction. Morningstar DBRS has a Long-Term Issuer Rating of AA (low) on BNP Paribas, which meets Morningstar DBRS criteria to act in such capacity. The transaction documents contain downgrade provisions largely consistent with Morningstar DBRS criteria. PORTFOLIO ASSUMPTIONS Morningstar DBRS placed the transaction Under Review with Negative Implication in August 2025 following a review of the key performance metric of MPPRs, which experienced a sharp decline from 7.8% at the end of revolving period in August 2024 to a historical low of 3.1% in May 2025, before steadily increasing to 3.8% by October 2025. Such volatile performance stems from the intended amortization period without further receivables being transferred, which has a noticeable negative impact on the borrower repayment behavior compared to the seller's total managed portfolio. As the collections of securitized receivables related to transactors, which pay full or most balances, have already been used to amortize the transaction and exited the securitized portfolio during the initial periods of the amortization period, the remaining securitized portfolio consists entirely of revolver accounts and revolving balances crystalized at the end of the revolving period and segregated from the seller's total managed portfolio or other outstanding credit card securitization transactions of Tagus - Sociedade de Titularizacao de Creditos, S.A. (Vasco Finance No. 2) and Tagus - Sociedade de Titularizacao de Creditos, S.A. (Vasco Finance No. 3). While Morningstar DBRS continued to apply stresses to the revolver-portfolio with the lower end of the stress ranges, which are consistent with Vasco Finance No. 2 and Vasco Finance No. 3. transactions and reflective of the low expected MPPR during the amortization period after the exit of transactors, the relatively high expected charge-off level and the yield floor support from the usury rate, the current MPPR levels remain below Morningstar DBRS' expected MPPR. Lower MPPRs, therefore, result in a longer tail of the transaction in stressed scenarios, higher incurred losses, less favorable cash flow outcomes and consequently credit rating downgrades. In comparison, the current charge-off and yield levels are comparable to Morningstar DBRS' expectations. FINANCIAL OBLIGATIONS Morningstar DBRS' credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS' credit ratings do not address non-payment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations. Notes: All figures are in euros unless otherwise noted. ========= S P A I N ========= CAIXABANK CONSUMO 7: DBRS Gives Prov. BB(high) Rating to D Notes ---------------------------------------------------------------- DBRS Ratings GmbH assigned provisional credit ratings to the following notes (the Rated Notes) to be issued by Caixabank Consumo 7, FT (the Issuer): -- Class A Notes at (P) AA (low) (sf) -- Class B Notes at (P) A (low) (sf) -- Class C Notes at (P) BBB (sf) -- Class D Notes at (P) BB (high) (sf) -- Class R Notes at (P) A (high) (sf) Morningstar DBRS does not rate the Class E Notes (collectively with the Rated Notes, the Notes) also expected to be issued in the transaction. The credit rating of the Class A Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the final maturity date. The credit ratings of the Class B, Class C and Class D Notes address the ultimate payment of interest (timely when most senior) and the ultimate repayment of principal by the final maturity date. The credit rating of the Class R Notes addresses the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. The transaction is a securitization of a portfolio of fixed-rate, unsecured, amortizing personal loans granted without a specific purpose to private individuals domiciled in Spain by Caixabank S.A. (Caixabank). Caixabank is also the initial servicer of the transaction, which has no exposure to balloon payments or residual value. 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 of the collateral, historical, and projected performance of Caixabank's portfolio, and Morningstar DBRS' projected performance under various stress scenarios -- An operational risk review of Caixabank's capabilities regarding its originations, underwriting, servicing, and financial strength -- The transaction parties' financial strength regarding 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 Kingdom of Spain, currently A (high) with a Stable trend TRANSACTION STRUCTURE The transaction includes a 13-month scheduled revolving period. During the revolving period, the originator may offer additional receivables that the Issuer will purchase, provided that the eligibility criteria and concentration limits set out in the transaction documents are satisfied. The revolving period may end earlier than scheduled if certain events occur, such as the insolvency of the originator or servicer, or the breach of performance triggers. The transaction allocates payments based on a combined interest and principal priority of payments. The transaction also benefits from an amortizing cash reserve equal to 1% of the Notes' outstanding balance (excluding the Class R Notes), subject to a floor of EUR [] until the full redemption of the Notes (excluding the Class R Notes). The cash reserve is part of the interest funds available to cover shortfalls in senior expenses, servicing fees, senior swap payments, interest on the Class A, Class B, Class C and Class D Notes and, if not deferred, interest on the Class E Notes. Unless an early termination event occurs, the repayment of the Class A, Class B, Class C, Class D and Class E Notes will commence after the end of the scheduled revolving period on a pro rata basis until the occurrence of a sequential redemption event such as the principal deficiency amount being higher than 0.1% of the outstanding balance of the receivables at closing or an Issuer event of default after which the repayment will switch to a non-reversible sequential basis. In comparison, the lowest-ranked Class R Notes will begin amortizing immediately after transaction closing, subject to available funds, and expected to be fully repaid during the scheduled revolving period. COUNTERPARTY Caixabank is the account bank for the transaction. Based on Morningstar DBRS' Long-Term Issuer Rating of A (high) on Caixabank, the downgrade provisions outlined in the transaction documents, and other mitigating factors in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned. Caixabank is also the swap counterparty for the transaction. Morningstar DBRS' Long-Term Issuer Rating of A (high) on Caixabank meets Morningstar DBRS' criteria with respect to this role. The transaction documents contain downgrade provisions consistent with Morningstar DBRS' criteria. PORTFOLIO ASSUMPTIONS Morningstar DBRS notes the gross default levels slightly deteriorated compared to the previous transaction, Caixabank Consumo 6, driven by differences in the compilation of default rates with additional filters applied to the transaction. After considering the quality and trend of the data, Morningstar DBRS revised the expected default to 5.0% from 4.7% applied in the Caixabank Consumo 6 transaction. In comparison, Morningstar DBRS notes the recovery rates have remained relatively stable, with the most recent vintages showing slightly improved performance compared to earlier vintages, and therefore revised the portfolio expected recovery to 10.4% from 9.8% applied in Caixabank Consumo 6 transaction. 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 for each class of the Rated Notes are the related interest due amounts and the initial principal balance. Notes: All figures are in euros unless otherwise noted. GRIFOLS, S.A.: Fitch Affirms 'B+' LT IDR, Alters Outlook to Pos. ---------------------------------------------------------------- Fitch Ratings has revised Grifols, S.A.'s Outlook to Positive from Stable, while affirming its Long-Term Issuer Default Rating (IDR) at 'B+'. Fitch has also upgraded the senior secured rating of the notes and debt issued by Grifols, S.A., Grifols Worldwide Operations Limited and Grifols Worldwide Operations USA, Inc, to 'BB', from 'BB-', with a Recovery Rating of 'RR2' (previously 'RR3'), and affirmed Grifols, S.A.'s senior unsecured ratings at 'B-'/RR6. The Positive Outlook reflects the strengthening underlying performance of the business, which is benefiting from recovered demand across key products, alongside improving collection yields. This will lead to EBITDA-driven leverage reducing to its positive leverage sensitivity of 5.0x by end-2026. This, combined with a consistent financial policy, steady improvements to EBITDA and free cash flow (FCF) margins, in line with Fitch's current projections, could support an upgrade within the next 12 to 18 months. Grifols' ratings reflect its assessment of a solid business risk profile alongside improving corporate governance, although the rating is constrained by its still high, albeit reducing, leverage profile. Key Rating Drivers Resilient Organic Growth: Fitch projects that Grifols' operating performance will continue its positive momentum in 2025, with organic revenue offsetting the unfavourable impact of FX and the Inflation Reduction Act Part D redesign. Fitch forecasts EBITDA margin expansion to 22% in 2025, extending its recovery from its low of 15.9% in 2022. Fitch estimates the organic growth trajectory to continue to 2028, although with negative FX effects in 1H26. This will be driven by strong demand and increased penetration of key products. The growth should also lead to gradual EBITDA margin improvement towards 24.6% by 2028, driven by improved operating leverage and operating efficiencies. Fitch considers the company to be well positioned to manage the effect of US tariffs and global trade uncertainty due to its US plasma collection and manufacturing footprint. Leverage to Reduce: Fitch forecasts that Grifols' EBITDA leverage will fall to 5.4x at end-2025, driven by EBITDA growth, from 6.2x at end-2024. EBITDA expansion should lead to further deleveraging to within its positive sensitivity of 5.0x EBITDA leverage in 2026. This is despite its conservative assumption that the company's Haema and BPC acquisitions will be partly debt-funded in 2026, reflecting the organic deleveraging capacity of the company that drives its Positive Outlook. Expanding FCF: Fitch projects FCF margins to remain positive in the low single-digits in 2025, driven by higher EBITDA, which absorbs extraordinary capex increase, high interest expense, and the reintroduction of dividends. Fitch anticipates FCF to steadily increase as capex normalises from 2026, alongside a consistent dividend distribution, which is strictly aligned with Grifols' stated financial policies. Manageable Refinancing Risk: Grifols faces maturities of about EUR2.9 billion of senior notes and loans in November 2027, in addition to an undrawn revolving credit facility (RCF) maturing in May 2027. Fitch considers this risk is manageable, supported by an improving operating profile with robust cash flow generation. Leading Company in Attractive Niche: Grifols is a major provider in the plasma-derivatives market, which Fitch expects to expand in the high single-digits. The plasma-derivatives industry is more exposed to cost and price pressure than innovative pharmaceuticals, with manufacturing being a competitive differentiator as plasma-derived proteins cannot be patented. Grifols balances its product concentration with its competitive market position supported by its vertical integration and diversified plasma-sourcing footprint. This provides resilience to geopolitical risks, pricing pressures and macroeconomic volatility. Moderate Governance and Complexity Risks: Grifols has taken steps to strengthen corporate governance, as the family has stepped down from managerial roles, while also increasing transparency in its reporting. Nevertheless, the company's concentrated ownership and its complex structure still weigh on its assessment of governance, with legacy complex business deals with entities related to the family, reducing transparency. Fitch expects the company to address these and Fitch expects governance to continue improving to a level consistent with a higher rating. Peer Analysis Fitch rates Grifols using the framework of its generic Ratings Navigator. The company stands out among non-investment grade issuers with the strong global market position it has in its core products, as well as its large size and sound underlying FCF generation. This is counterbalanced by a heavy reliance on the performance on four main plasma-derived medicinal products that account for well over 50% of its sales. Financial risk is its main rating constraint, with EBITDA leverage projected to remain at or above 5.0x until 2026. Fitch compares Grifols with pharmaceutical peers, such as Grunenthal Pharma GmbH & Co. Kommanditgesellschaft (BB/Stable), Teva Pharmaceutical Industries Limited (BB+/Stable), and CHEPLAPHARM Arzneimittel GmbH (B/Stable). Grifols is larger than Grunenthal and Cheplapharm, with size constraining Grunenthal's ratings. However, both peers have higher margins than Grifols and lower EBITDA leverage, which underpins Grunenthal's two-notch higher rating despite its smaller scale. Other life science peers, such as Avantor, Inc. (BB+/Stable), are similar in scale to Grifols but with much lower leverage and higher cash flows, which is reflected in its higher rating. Key Assumptions Fitch's Key Assumptions within Its Rating Case for the Issuer: - Mid single-digit organic revenue growth over 2025-2028, supported by stable demand and new product launches - Fitch-defined EBITDA margin gradually improving towards 24% by 2028 from 22% in 2025 - Working capital outflow of EUR150 million in 2025, followed by annual outflows of about EUR175 million-EUR220 million during 2026-2028 - Capex close to EUR500 million in 2025, including investments in Immunotek's plasma collection centres; capex to remain at 6% of revenues during 2026-2028 - Acquisitions of EUR110 million in 2025, including the purchase of the increased stake in Biotest. In 2026, Fitch expects the EUR550 million acquisition of Haema and BPC stakes. Annual acquisitions of EUR100 million in 2027 and 2028 - Cash dividend of EUR102 million in 2025, gradually increasing towards EUR320 million by 2028 Recovery Analysis KEY RECOVERY RATING ASSUMPTIONS The recovery analysis assumes that Grifols would be reorganised as a going concern in bankruptcy rather than liquidated. Fitch estimates a going-concern EBITDA of EUR1.1 billion (previously EUR900 million), to which Fitch applies an enterprise valuation multiple of 6.0x to calculate a post-reorganisation enterprise valuation. Fitch assumes a 10% administrative claim deduction. Fitch does not assume Grifols' factoring liabilities to be repaid given its assumption of reorganisation after financial distress. Fitch also assumes that its revolving credit facility would be fully drawn at the time of distress. Based on its principal waterfall analysis, Fitch treats EUR835 million of debt, consisting of EUR675 million of debt held by the sovereign wealth fund of Singapore and a portion of other current debt, as super senior ahead of senior secured debt. Recoveries for the senior secured debt, calculated after assigning the enterprise value available to structurally senior-ranking debt holders, result in a Recovery Rating 'RR2', leading to a 'BB' rating for the senior secured debt, two notches above the IDR. Recoveries for the senior unsecured notes are in the 'RR6' band, leading to a 'B-' instrument rating, two notches below the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Total debt/EBITDA above 7.0x on a sustained basis - Delays in new product launches or weakened cost management leading to inability to maintain EBITDA margins (Fitch-defined, excluding IFRS 16) to above 20% - FCF margin below 1% on a sustained basis - EBITDA/interest paid below 2.5x for an extended period Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Supportive financial policy and improving corporate governance that lead to total debt/EBITDA below 5.0x on a sustained basis - Cash from operations less capex/total debt with equity credit consistently above 5% - Continued operational improvement, as reflected in better Biotest performance, continued reduction in collection cost per litre, leading to EBITDA margins (Fitch-defined, excluding IFRS 16) above 24% on a sustained basis - FCF margin rising towards mid-single digits - EBITDA/interest paid persistently above 3.5x Liquidity and Debt Structure As of September 2025, Grifols had EUR520 million of cash Fitch deems as available for debt repayment (EUR100 million is restricted). The company has full availability under its USD1 billion revolver, which further strengthens its short-term liquidity. It has about EUR2.9 billion maturing in November 2027 on senior secured notes and its two term loans B, and EUR2 billion in October 2028 from its senior unsecured issuance. Fitch expects Grifols will refinance this issuance well ahead of maturity. Issuer Profile Grifols is a vertically integrated global manufacturer of plasma derivatives, which treat diseases using components or proteins derived from human plasma. The company sources most human plasma from its own collection centres. 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 Grifols has an ESG Relevance Score of '4' for Governance Structure due to its concentrated ownership and continued significant family involvement in the strategic decision making through the board of directors, alongside legacy complex business transactions with entities related to the family. This has a negative impact on the credit profile and is highly relevant to the rating in conjunction with other factors. The company has an ESG Relevance score of '4' for Group Structure due to the complex group structure with material related-party transactions with entities where the family is a participant, and which has resulted in cash outflows. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Grifols, S.A. LT IDR B+ Affirmed B+ senior unsecured LT B- Affirmed RR6 B- senior secured LT BB Upgrade RR2 BB- Grifols Worldwide Operations USA, Inc senior secured LT BB Upgrade RR2 BB- Grifols Worldwide Operations Limited senior secured LT BB Upgrade RR2 BB- SANTANDER RESIDENTIAL 1: DBRS Gives Prov. CCC Rating to E Notes --------------------------------------------------------------- DBRS Ratings GmbH assigned provisional credit ratings to the residential mortgage-backed securities (RMBS) Notes to be issued by SANTANDER RESIDENTIAL 1, FONDO DE TITULIZACIÓN (SANTANDER RESIDENTIAL 1, FT or the Issuer) as follows: -- Class A Notes at (P) AAA (sf) -- Class B Notes at (P) AA (low) (sf) -- Class C Notes at (P) A (low) (sf) -- Class D Notes at (P) BB (high) (sf) -- Class E Notes at (P) CCC (sf) The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal before the legal final maturity date. The credit rating assigned to the Class B Notes addresses the timely payment of interest once they are the most senior Class of Notes and the ultimate repayment of principal on or before the final maturity date. The credit ratings on Class C, D, and E Notes address the full payment of interest and repayment of principal before the legal final maturity date. CREDIT RATING RATIONALE The Issuer, a special-purpose vehicle expected to be established as a Fondo de Titulización governed by Spanish regulations, will use the proceeds of the Class A, Class B, Class C, Class D, and Class E Notes (the Rated Notes; together with the Class Z Notes, the Notes) to purchase a portfolio of residential mortgage loans from Banco Santander, SA (Banco Santander; rated A (high) with a Stable trend by Morningstar DBRS); Banco Santander will service the underlying mortgage loans in this transaction. At closing, the Class A Notes will benefit from the subordination of the Class B, C, D, E and Z Notes (17.5% of the Notes), plus the reserve fund (1.0% of Class A, B, C, D and E Notes), which is split in a Liquidity Reserve and a General Reserve. The Liquidity Reserve, fully funded at closing and representing 1.0% of Class A and B Notes initial balance, will be available to cover senior expenses as well as interest payments on Class A and B Notes until they are paid in full. The General Reserve, fully funded at closing and representing the difference between 1.0% of the Rated Notes, and the Liquidity Reserve outstanding amount, will provide credit support to the Rated Notes. The Class B Notes will benefit from the subordination of Class C, D, E, and Z Notes (15.0% of the Notes); the Liquidity Reserve; and the General Reserve. Class C Notes will benefit from the subordination of Class D, E, and Z Notes (10.5% of the Notes) and the General Reserve. The Class D Notes will benefit from the subordination of Class E and Z Notes (8.5% of the Notes) and the General Reserve. Class E Notes will benefit from the subordination of Class Z Notes (5.0% of the Notes) and the General Reserve. The repayment of the Notes will be on a sequential basis (from Class A to Class Z) with the Class A Notes being the most senior Class of Notes at closing, and Class Z Notes being the most junior Class of Notes. The Rated Notes will pay a floating coupon rate of three-month Euribor plus a margin which will then be increased after the Step-up date happening in October 2028. The Notes will pay interest on a quarterly basis. After the Step-up date, all the excess revenue available after the payment of Class Z principal deficiency ledger will be used first to redeem the RC1 Notes and then the outstanding balance of the Class A to Z Notes (Turbo Amortization). Morningstar DBRS was provided with a provisional portfolio equal to EUR 847.8 million as of 9 September 2025 (the cut-off date), which consisted of 8,977 loans. As of the cut-off date, the weighted-average (WA) current loan-to-value ratio (LTV) stood at 70.6%. The mortgage loan portfolio is distributed among the Spanish regions of Andalucia (21.8% by current balance), Catalonia (15.0%), and Madrid (14.9%). The mortgage loans in the asset portfolio are almost all owner occupied, with 5.1% classified as second homes. All the loans in the pool are amortizing loans and 99.4% pay their instalments on a monthly basis. As of the cut-off date, 15.9% of the mortgage loans were no more than 30 days in arrears, the WA coupon of the mortgages was 4.0%, and the WA spread was 1.3%. The WA remaining term of the portfolio was 20.2 years, and the WA seasoning was 13.3 years. Within the provisional portfolio, 8.6% of the mortgage loans have been restructured in the last 4 years, and 1.1% are second- and subsequent-lien mortgage loans having their first lien included in the portfolio. Additionally, the servicer can grant limited loan modifications related to maturity extensions, without the management company's consent. Currently, 94.9% of the portfolio are full-term floating-rate loans indexed to 12-month Euribor; the remaining 5.0% and 0.1% are referenced to IRPH and other indexes respectively. On the liability side, the Notes are floating rate and linked to three-month Euribor, leaving the transaction exposed to basis and resetting risk. The transaction's account bank agreement and replacement trigger require Banco Santander, acting as the treasury account bank, to find (1) a replacement account bank or (2) an account bank guarantor upon loss of an applicable "A" account bank credit rating. Morningstar DBRS' Long-Term Critical Obligations Rating (COR), Long-Term Senior Debt credit rating and Issuer Rating, and Long-Term Deposits credit rating on Banco Santander are AA, A (high), and A (low), respectively, as of the date of this press release. The applicable account bank rating is the higher of one notch below the COR, Long-Term Senior Debt credit rating, and Long-Term Deposits credit rating on Banco Santander. Based on Morningstar DBRS' current reference credit rating (one notch below the COR) of AA (low) on Banco Santander, 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, Class B, Class C, Class D and Class E Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology. Morningstar DBRS based its credit rating primarily on the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement and liquidity provisions. -- Estimated stress-level probability of default (PD), loss given default (LGD), and expected loss levels on the mortgage portfolio, which were used as inputs into the cash flow engine. The mortgage portfolio was analyzed in accordance with Morningstar DBRS' "European RMBS Insight Methodology". -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as the existence of an experienced and highly rated servicer and the liquidity provided by the Liquidity Reserve and the General Reserve. -- The transaction parties' financial strength to fulfil their respective roles. -- The transaction's ability to withstand stressed cash flow assumptions and repay investors in accordance with the terms and conditions of the Notes. -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the expectation of legal opinions addressing the assignment of the assets to the Issuer. Notes: All figures are in euros unless otherwise noted. ===================== S W I T Z E R L A N D ===================== PEACH PROPERTY: Fitch Hikes Long-Term IDR to 'B', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has upgraded Peach Property Group AG's Long-Term Issuer Default Rating (IDR) to 'B', from 'CCC+', and senior unsecured rating to 'BB-' from 'B'. Fitch has removed the IDR from Rating Watch Positive and assigned a Stable Outlook. The Recovery Rating remains at 'RR2'. The upgrades reflect the successful prepayment of the remaining EUR100 million of Peach's EUR300 million unsecured bond due November 2025. Peach has progressively repaid the bond over the past 11 months, using shareholder support, new debt secured against portfolio assets, and end-2024's disposal proceeds. The ratings reflect remaining execution risk on capex to improve the company's residential-for-rent portfolio and reduce vacancies, and medium-term challenges in refinancing its Castlelake secured loan. Key Rating Drivers Current Refinancing Challenges Solved: Peach's prepayment of the remaining EUR100 million senior unsecured bond completes most of its secured and unsecured refinancings in 2024 and 2025. An unsecured CHF50 million convertible bond remains outstanding and is due May 2026, with cash set aside for repayment. All other secured debt has maturities beyond 2027. Focus on Operating Improvements: Peach's new management can now re-focus on operational improvements, having raised cash to improve the company's EUR1.9 billion regulated residential-for-rent assets, mainly in Germany. Peach acquired most of its portfolio during 2019-2021 through successive acquisitions but it did not dedicate resources to address inherited vacancies. Peach had identified a strategic portfolio accounting for 79% of assets by value as at 1H25, with the rest in a non-strategic portfolio. The strategic assets are refocused on North Rhine-Westphalia, supporting targeted capex and lower overhead costs. Turnaround Drivers: The company's part-disposal of its portfolio in 4Q24 marked a turning point in refinancing difficulties. Equity injections totalling EUR185 million during 2024-2025 demonstrated ongoing shareholder support for new management, in charge since March 2024, and its turnaround plan. Extending and refinancing 2025 secured debt, alongside the EUR410 million Castlelake secured funding signed in August 2025, provided financial resources to improve the underlying portfolio. Robust Rental Fundamentals: Fitch expects Peach's like-for-like rents to grow around 4% in 2025 through indexation and re-letting, increasing the portfolio's rents closer to relevant market rents that are about 10% higher. Peach's portfolio needs capex to address vacancies, but the company has stated that about half of the strategic portfolio's vacant 1H25 units can be re-let without major investment, enabling rents to rise closer to market levels. Capex Programme Stabilised: Peach plans to deploy annual maintenance capex at about EUR40 million, in line with 2024, supported by a dedicated EUR30 million capex credit line and by asset disposal proceeds. This follows significantly reduced spend in 2023 when liquidity was insufficient, and inherent vacancies remained un-addressed. About 60% of total planned capex is value accretive, focusing on tenant improvements and yielding up to a 10% return on incremental capex. This should lift rental income and cut vacancy costs of EUR7 million in 2024, the benefits of which should be more visible from end-2H25. The remaining 40% capex is mainly ESG-related. Occupancy Improvement: Peach's operational performance is set to improve, supported by the company's revamped capex programme and portfolio refocusing following the part-disposal in 4Q24. Peach has already concentrated its occupancy efforts on its strategic portfolio, where 1H25 vacancy fell 1.2pp year on year to 4.9%. Disposals Moderately Paced: Non-strategic assets were 21% of end-1H25 value and remain a meaningful part of the business, with vacancy at 11% (1H24: 13%). Fitch expects Peach to sell EUR406 million of non-strategic assets over time, prioritising sales at or above book value, which were stable at end-1H25, rather than generating liquidity at all costs. Vacancy improvement to 6.5% at the portfolio level will primarily stem from capex rather than selling higher-vacancy assets from the non-strategic portfolio. Improving Leverage, Tightening Coverage: Fitch forecasts net debt/EBITDA to improve towards 16x by 2027, supported by stable rental growth and debt reduction from disposals. Peach's rating remains constrained by tight EBITDA interest coverage of about 1.3x during 2025-2027, with the average cost of debt forecast to peak at 4.6% in 2027, up from 3.1% in 2022, driven by legacy low-coupon debt being replaced with higher-cost debt. Peer Analysis Peach's portfolio, totalling EUR1.9 billion at end-2024, is materially smaller than German residential-for-rent Vonovia SE's (BBB+/Stable) EUR78.3 billion and Heimstaden Bostad AB's (BBB-/Stable) EUR29 billion. Peach's portfolio is more comparable to D.V.I. Deutsche Vermogens- und Immobilienverwaltungs GmbH's (DVI, BBB-/Stable), which is solely in Germany and valued at EUR2.3 billion (excluding commercial buildings) at end-2024. Peach's portfolio average in-place rent was EUR6.4 per sqm a month at end-2024, indicating lower-quality assets and locations than Vonovia's German portfolio, which averages EUR8 per sqm in rent, and DVI's Berlin-weighted portfolio rent of EUR8.9 per sqm. The difference in the portfolios' qualities is also reflected in their respective vacancy rates: Peach's at a reported 7.4%, DVI's at above 1.6% and Vonovia's 1.5% at end-2024. Peach's interest cover of 1.3x at end-2024 is lower than Heimstaden Bostad's 1.4x, which is due to improve thereafter. Fitch forecasts interest cover for both DVI and Vonovia to remain at or above 2.3x over the next three years. Peach's end-2024 remaining average debt maturity was low at 2.9 years, compared with Vonovia's 6.9 years, and at or over eight years for Heimstaden Bostad and DVI. Key Assumptions Fitch's Key Assumptions Within Its Rating Case for the Issuer - Rent loss from the 5,200 units disposal in 2024 translating into a EUR23 million reduction in rental income that will be fully reflected in 2025 - Capex at EUR40 million a year during 2025-2029 (2024: EUR36 million), partly funded by equivalent disposals from the non-strategic portfolio - Annual rental growth of about 4%, comprising 1.5% for phased indexation/re-lettings and 2.5% for re-letting of refurbished units - Other operating costs to normalise at EUR10 million a year until 2028, after EUR14 million in 2024, which was inflated by one-offs related to the portfolio disposal and costs from changes in management - Interest costs on newly issued euro-denominated variable-rate debt based on Fitch's Global Economic Outlook policy rate assumptions (2025 and thereafter: 2%) - Hybrid bond interest not deferred and paid at a 9.25% margin plus policy rate - Completion of Peach's Swiss residential-for-sale development in 2026, resulting in a working capital inflow of EUR30 million Recovery Analysis Its recovery analysis assumes that Peach would be liquidated rather than restructured as a going concern in a default. Recoveries are based on the company's EUR344 million unencumbered investment property portfolio, using an end-2024 independent valuation, and updated for the EUR120 million secured facility announced on 16 June (which raised EUR90 million new cash proceeds). Fitch applies a standard 20% discount to the EUR190 million portfolio it estimates remains unencumbered after the June transaction and prepayment of the November 2025 bond. After deducting a standard 10% for administrative claims, this generates an estimated liquidation value of EUR137 million compared with unsecured debt of EUR51 million. Management has also identified cash raised for the convertible's maturity in May 2026. Fitch's principal waterfall analysis generates a high ranked recovery but under Fitch's Recovery Rating Criteria the unsecured debt's Recovery Rating is capped at 'RR2'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Net debt/EBITDA above 23x - Interest coverage below 1.2x - Lack of improvement in occupancy and rental levels, despite capex Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Net debt/EBITDA below 20x - Interest coverage above 1.3x - Deployed capex increasing rents and reducing voids to around 5% - A larger pool of unencumbered investment property assets Liquidity and Debt Structure Peach raised net liquidity of EUR90 million from a new secured facility signed in June 2025, EUR50 million from the July 2025 equity increase and EUR100 million from a secured facility provided by Castlelake in August 2025. This follows 1H25's repayments of the EUR55 million March 2025 promissory notes and an initial EUR127 million of the November 2025 unsecured bond. The company used some of its EUR250 million total liquidity to reduce the remaining unsecured bond to EUR100 million in September 2025 and to repay this in November 2025. Within the remaining funds, EUR51 million is earmarked for the repayment of the May 2026 convertible bond. Fitch expects Peach to lengthen the maturity profile of its secured bank debt , as indicated by the September 2025 EUR202 million seven-year refinancing, which has helped address nearly all of Peach's funding needs until 2027. Fitch expects around EUR95 million of liquidity at end-2025. 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 ----------- ------ -------- ----- Peach Property Group AG LT IDR B Upgrade CCC+ senior unsecured LT BB- Upgrade RR2 B =========== T U R K E Y =========== ARCELIK A.S: Fitch Lowers Long-Term IDR to 'B+', Outlook Negative ----------------------------------------------------------------- Fitch Ratings has downgraded Arcelik A.S.'s Long-Term (LT) Foreign- and Local-Currency Issuer Default Ratings (IDRs) to 'B+', from 'BB-'. The Outlooks are Negative. The company's senior unsecured notes have been downgraded to 'B', from 'BB-'. The Recovery Rating has been revised to 'RR5', from RR4'. The downgrade reflects persistently weak trading conditions, with softer demand - particularly in international markets - driving a downward revision of its assumptions for Arcelik. This has resulted in margin compression, higher external funding needs and weaker credit metrics. Fitch now expects EBITDA gross leverage of about 7.2x at end-2025 (versus previous projection of 5.2x), before declining to just under 6.0x at end-2026 and approaching 5.5x - its updated negative rating sensitivity - by end-2027. The Negative Outlook reflects uncertainty about demand recovery and margin improvement, with further downgrades likely on underperformance. Key Rating Drivers Deleveraging Delayed: Fitch expects EBITDA leverage to be about 7.2x at end-2025, improving to about 5.8x at end-2026, which is still higher than its previous forecast. This reflects lower demand, slower margin recovery, and higher debt, compared with its earlier projections. Fitch forecasts EBITDA leverage will fall within the new sensitivities from end-2027. Further delays in deleveraging could lead to another downgrade. EBITDA Margin Recovering Slowly: Fitch forecasts that the EBITDA margin will improve to 4.9% in 2025 (3.1% in 2024), supported by higher gross margins and the early benefits of cost savings. The benefits to the gross margin from lower raw material costs and a favourable euro/US dollar exchange rate are partly offset by pricing pressure and intensified competition from Chinese brands, particularly in Europe and Asia. Fitch also notes that the adoption of inflation-adjusted accounting continues to weigh on reported margins. Restructuring Efforts Underway: The company has completed about 90% of planned job redundancies, with the rest to be finalised by end-2026. The programme is expected to deliver about EUR140 million in savings through optimisation of about 2,000 office roles across global operations. Production was terminated at three factories in Poland in 2Q25 and one is to close in Italy in 4Q25, with operating lines transferred to Türkiye to support new product lines in Europe. Operational reconfiguring and sizing initiatives in Italy will continue in 2026. Interest Cover Remains Weak: Fitch expects Arcelik's EBITDA interest cover to remain low in 2025, as increased borrowings and high local rates keep interest expense high while EBITDA generation remains weak. As of end-3Q25, the company had substantial short-term debt of about TRY144 billion, with about 30% in local currency at an effective annual interest rate of 33%. It plans to refinance its 2026 Eurobond with bank loans to secure lower rates. Strong International Market Position: Arcelik is the clear leader in Türkiye, with more than half the market since the 2000s, which has been very cash generative, enabling expansion in European and Asian markets. The company is the market leader in Europe, with the Whirlpool partnership; with the acquired Beko brand being one of the fastest-expanding white goods brands in the European market. It also has market-leading positions in Romania, South Africa, Pakistan and Bangladesh. More Prior-Ranking Debt: As of end-9M25, senior secured debt at the operating companies rose markedly and represented about 55% of Arcelik's debt. The secured facilities are guaranteed by the company and are senior to debt at the holding company (holdco). The remaining 45%, including bonds, is issued by Arcelik. The one-notch downgrade of the notes' rating from the IDR reflects this additional subordination. Financial Services Adjustments: Arcelik's reported leverage is affected by higher-than-average working capital needs, as a large portion of durable goods are sold on credit in Türkiye. This is partly financed by Arcelik, and the dealer credit risk is covered by banks' letters of credit, mortgages, direct debit system and Arcelik stocks. Fitch assumes about 60 days of domestic receivables are from selling goods on credit in Türkiye and adjusts debt down accordingly, to reflect a more accurate peer comparison. Based on its Financial Services Criteria, Fitch applies a 1x debt-to-equity ratio to these receivables as a financial adjustment to debt. Peer Analysis Arcelik's business profile benefits from geographical diversification and favourable cost base and is in line with that of higher rated diversified industrial peers, given its leading position in Europe's and Türkiye's white goods sector, as well as its solid production base across low-cost countries. Its diverse production base is better than those of Vestel Elektronik Sanayi Ve Ticaret A.S. (B-/Negative) and Artel Electronics LLC (B/Negative), which only manufacture on a single low-cost site. Fitch expects Arcelik to maintain high market shares, domestically and in Europe, despite the effect of competition from Chinese manufacturers on the low-to-mid subsector of white goods. Margins are expected to slightly recover to about 4.9% in 2025, from 3.1% in 2024. This is much lower than historical levels due to the margin-dilutive Whirlpool partnership, a competitive pricing environment, and lower demand. Fitch forecast an improvement in EBITDA leverage to 7.2x by end-2025 from 10.4x in 2024, but it remains worse than peers in the 'B' category, such as Artel. Key Assumptions - Double-digit revenue rise annually between 2025 and 2028, supported by favourable foreign-currency effects on sales, a demand pickup in Europe and expansion into new products - EBITDA margins recovering each year during 2025-2028, driven by synergies from the Whirlpool partnership, including personnel and site optimisation, and demand recovery improving capacity use - Continued refinancing of upcoming short-term maturities at lower interest rates - Financial services adjustment assumes 60 days' domestic receivables - Minimal dividend distribution while Arcelik focuses on achieving synergies from the Whirlpool partnership Recovery Analysis - Fitch assumes that Arçelik would be reorganised as a going concern in bankruptcy rather than liquidated. - Fitch assumes a 10% administrative claim. - Fitch assumes a going concern EBITDA of USD600 million (TRY24,900 million), which Fitch translates into Turkish lira using the 30 September 2025 exchange rate to reduce volatility. This reflects post‑reorganisation performance in Türkiye's challenging market environment with high inflation, which is leading to weaker demand domestically and internationally. - A multiple of 5.5x is applied to going concern EBITDA to derive post‑reorganisation enterprise valuation, reflecting Arçelik's strong market position in Türkiye and Europe, well‑known brand portfolio and a diversified manufacturing base across multiple low‑cost countries. - The waterfall analysis is based on the company's end-3Q25 capital structure, with about 45% of debt issued at the level of subsidiaries (and secured) and, therefore, structurally senior to the euro and US dollar denominated senior unsecured bonds and loans issued by Arçelik. - Fitch assumes factoring facilities are not available at default, reducing distributable value by about TRY10,400 million (deducted from enterprise valuation). - The recovery computation indicates a Recovery Rating of 'RR5' for the senior unsecured notes, supporting the 'B' debt rating at one notch below the IDR. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Downgrade - EBITDA gross leverage above 5.5x - EBITDA margin remaining below 4% - Sustained negative free cash flow - EBITDA interest coverage below 2.0x on a sustained basis Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA gross leverage sustainably below 4.5x - EBITDA margins consistently above 6% - Sustained return to neutral free cash flow Liquidity and Debt Structure Arcelik's liquidity score remains below 1.0x, reflecting the use of short-term debt to fund high working capital needs. The company reported TRY71.4 billion of cash and cash equivalents at end-3Q25. Liquidity risk is mitigated by its access to uncommitted facilities in the local market from Turkish and international lenders. Its liquidity score of below 1.0x is not adequate for the rating, but is partly offset by self-liquidating customer receivables financing. Arcelik also has a demonstrated record in international debt capital markets, having issued a USD400 million bond in September 2023 and a USD100 million bond in November 2023. Issuer Profile Arcelik, which is owned by Koc Group, but rated on standalone basis, is the largest white goods and consumer electronics manufacturer in Turkiye and Europe. 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 ----------- ------ -------- ----- Arcelik A.S. LT IDR B+ Downgrade BB- LC LT IDR B+ Downgrade BB- Natl LT A+(tur) Downgrade AAA(tur) senior unsecured LT B Downgrade RR5 BB- =========================== U N I T E D K I N G D O M =========================== ARGO BLOCKCHAIN: Plan Meetings Scheduled for December 2 ------------------------------------------------------- IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES INSOLVENCY AND COMPANIES LIST (ChD) IN THE MATTER OF ARGO BLOCKCHAIN PLC and IN THE MATTER OF THE COMPANIES ACT 2006 The High Court of Justice of England and Wales has directed that meetings be convened of the Plan Participants of Argo Blockchain PLC for the purposes of considering and, if thought fit, approving (with or without modification) the restructuring plan proposed to be made between the Plan Company and its Plan Participants. A copy of the document in which the terms of the Restructuring Plan is contained and a copy of the statement required to be furnished pursuant to section 901D of the Companies Act 2006 are available on the Plan Website at https:deals.is.kroll.com/argo Further details of the Restructuring Plan and instructions and guidance for Plan Participants are set out in the Explanatory Statement which is also available on the Plan Website. Plan Participants are encouraged to read the Explanatory Statement carefully. The Plan Meetings will take place by way of video conference on December 2, 2025 commencing not before the times set out below: Meeting # Time Agenda 1. 2:00 p.m. London (GMT) time Shareholders' meeting 2. 3:00 p.m. London (GMT) time Noteholders' meeting 3. 4:00 p.m. London (GMT) time Secured Lender's meeting The Restructuring Plan will be subject to the subsequent approval of the Court. ATLAS FUNDING 2025-2: DBRS Finalizes BB Rating on Class E Notes --------------------------------------------------------------- DBRS Ratings Limited finalized its provisional credit ratings to the following classes of notes (the notes) to be issued by Atlas Funding 2025-2 PLC (the Issuer): -- Class A notes at AAA (sf) -- Class B notes at AA (sf) -- Class C notes at A (high) (sf) -- Class D notes at BBB (high) (sf) -- Class E notes at BB (sf) -- Class X1 notes at BB (high) (sf) -- Class X2 notes at BB (low) (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 in July 2067. The credit ratings on the Class B Notes, Class C Notes, Class D Notes, and Class E Notes address the timely payment of interest once they are the senior-most class of notes outstanding and until then the ultimate payment of interest and the ultimate repayment of principal on or before the legal final maturity date. The credit rating on the Class X1 Notes and the Class X2 Notes address the ultimate payment of interest and principal on or before the legal final maturity date. CREDIT RATING RATIONALE The transaction represents the issuance of residential mortgage-backed securities (RMBS) backed by first-lien, buy-to-let (BTL) mortgage loans granted by Lendco Limited (Lendco; the seller or the originator) in the UK. The Issuer is a bankruptcy-remote special-purpose vehicle (SPV) incorporated in the UK. Lendco is a UK specialist property finance lender, which has been offering loans to customers in England and Wales since 2018. Lendco's BTL business targets professional portfolio landlords, often real estate companies or SPVs, which they acquire through the broker marketplace. This is Lendco's sixth securitization with the inaugural transaction, Atlas Funding 2021-1, closing in January 2021, then followed by Atlas Funding 2022-1 in May 2022, Atlas Funding 2023-1 in May 2023, Atlas Funding 2024-1 in May 2024, and Atlas Funding 2025-1 in April 2025. Liquidity in the transaction is provided by the combination of a liquidity facility (LF) available from closing and a liquidity reserve fund (LRF) that will be funded through excess spread. The LF shall cover senior costs and expenses, senior swap payments, and interest shortfalls on the Class A Notes only whereas the LRF shall cover the same items plus interest shortfalls on the 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 senior-most class of notes outstanding but subject to some conditions for the Class B to Class E Notes. Interest shortfalls on the Class B to Class E Notes, as long as they are not the senior-most class of notes 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 two fixed-to-floating interest rate swaps, 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 Sonia. 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 probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine. Morningstar DBRS analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, Class X1, and Class X2 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 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 expected consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology and the presence of legal opinions that are expected to address the assignment of the assets to the Issuer. Notes: All figures are in British pound sterling unless otherwise noted. CHETWOOD 2025-1: DBRS Gives Prov. BB(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 Chetwood Funding 2025-1 PLC (the Issuer) as follows: -- Class A1 Notes at (P) AAA (sf) -- Class A2 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 (sf) -- Class E Notes at (P) BB (high) (sf) -- Class X Notes at (P) BB (high) (sf) The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal. The credit rating on the Class X Notes addresses the ultimate payment of principal on or before the legal final maturity date. The credit ratings on the remaining classes of Rated Notes address the timely payment of interest once each becomes the most senior class of notes outstanding and the ultimate repayment of principal. Morningstar DBRS does not rate the Residual Certificates that are also expected to be issued in this transaction. CREDIT RATING RATIONALE The issuance will comprise United Kingdom of Great Britain and Northern Ireland (UK) residential mortgage-backed securities (RMBS) backed by first-lien, buy-to-let (BTL) mortgage loans originated by LendInvest BTL Limited (LendInvest), Landbay Partners Limited (Landbay) and Paratus AMC Limited (Paratus), under its trading name of Foundation Home Loans (FHL). Chetwood Financial Limited (Chetwood or the Seller) purchased the loans via forward flow agreements with the originators and will sell them to the Issuer before the closing date. The originators are three specialized lenders active in the UK BTL space. Paratus was founded in 1998 whereas the trading name of FHL was introduced in 2015, Lendivest has been an active BTL platform since 2013 and Landbay has been operating as an institutional-funded BTL lender since 2019. None of three originators is new to the RMBS market because mortgages originated by the three lenders have all been already securitized in public securitizations, including in Chetwood Funding 2024-1 plc, the first RMBS sponsored by Chetwood in January 2024 but not rated by Morningstar DBRS. The mortgage portfolio as of 31 August 2025 consists of GBP 533,1 million of first-lien mortgage loans collateralized by BTL properties in the UK. The pool has a seasoning of eleven months and yields a current weighted-average (WA) coupon of 5.2% whereas the WA reversionary margin over Bank of England Rate (BBR) is 4.32%. Liquidity in the transaction is provided by an amortizing liquidity reserve fund (LRF), which shall cover senior costs and expenses as well as interest shortfalls for the Class A1 and Class A2 notes. In addition, the LRF shall also be available to cover interest shortfalls in the Class B notes as long as either they are the most senior class of notes outstanding or that the debit balance in their principal deficiency ledger (PDL) does not exceed 10% of the initial principal amount of the Class B notes at closing. The LRF will be fully funded at closing from the proceeds of the notes issuance. Additionally, a general reserve fund (GRF) will be available to cover interest shortfalls and clear PDL debits of all collateralized notes. Principal borrowing is also in place under the transaction documentation and can be used to cover senior costs and expenses, including swap payments, as well as interest shortfalls of all collateralized notes, subject to the relevant class being the most senior class of notes outstanding. The transaction will also feature a fixed-to-floating interest rate swap, given the presence of fixed-rate loans (which will revert to BBR trackers in the future), while the liabilities will pay a coupon linked to Sonia. The swap counterparty to be appointed at closing will be NatWest Markets PLC. Furthermore, U.S. Bank Europe DAC, UK Branch will be appointed as the Issuer Account Bank while Barclays Bank PLC and National Westminster Bank PLC will act as Collection Account Banks. 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 servicers 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 Methodology"; -- 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. CHETWOOD 2025-1: Fitch Assigns 'BB-(EXP)sf' Rating to Class X Notes ------------------------------------------------------------------- Fitch Ratings has assigned Chetwood Funding 2025-1 PLC's notes expected ratings. The assignment of final ratings is contingent on the receipt of information conforming to the documentation already reviewed. Entity/Debt Rating ----------- ------ Chetwood Funding 2025-1 PLC Class A1 XS3216965973 LT AAA(EXP)sf Expected Rating Class A2 XS3216966195 LT AAA(EXP)sf Expected Rating Class B XS3216966278 LT AAA(EXP)sf Expected Rating Class C XS3216966351 LT A+(EXP)sf Expected Rating Class D XS3216966435 LT BBB+(EXP)sf Expected Rating Class E XS3216966518 LT BB(EXP)sf Expected Rating Class X XS3216966609 LT BB-(EXP)sf Expected Rating Transaction Summary Chetwood Funding 2025-1 PLC is a static pass-through securitisation of buy-to-let (BTL) mortgage loans originated in England and Wales. The loans in the pool were mainly originated between 2023 and 2025 by three lenders, Landbay Partners Ltd. (44.7%), LendInvest BTL Ltd. (33.4%), and Paratus AMC Ltd. under the brand name Foundation Home Loans (21.9%). Chetwood Financial Limited, acting in the capacity of the seller, is a UK retail savings bank that partners with originators to provide senior warehouse finance and to acquire assets through forward flow agreements or whole-loan portfolio purchases. KEY RATING DRIVERS Prime BTL Underwriting: The securitised portfolio comprises loans originated by three prime BTL lenders that operate in the same market segment and follow broadly similar underwriting standards. The originators have advanced significant BTL loans since 2018, with performance broadly in line with peers'. Fitch has assigned a transaction adjustment of 1.0x to foreclosure frequency (FF), in line with other prime BTL lenders. Low-Seasoned Assets: Over 90% of loans in the provisional mortgage pool were originated in and after 2024. The pool has a weighted average (WA) original loan-to-value and a WA current LTV of 76.9%, leading to a WA sustainable LTV of 87.1%. The pool also has a Fitch-calculated WA interest coverage ratio of 98.5%. Fixed Hedging Schedule: The issuer will enter into a swap at closing to mitigate the interest rate risk arising from the fixed-rate mortgage loans prior to their reversion date. The swap will be based on a defined schedule, assuming no defaults and a 3.5% constant prepayment rate, rather than on the balance of fixed-rate loans in the pool. If loans default or if the constant prepayment rate is higher than 3.5% the issuer will be over-hedged. The excess hedging is beneficial to the issuer in a rising interest-rate scenario and detrimental when interest rates are falling. Alternative High Prepayment Rates: At closing, all loans will pay a fixed interest rate, before eventually reverting to a floating rate and will be subject to early repayment charges. The point at which these loans are scheduled to revert from a fixed rate to the relevant follow-on rate will likely determine the timing of prepayments. Fitch has therefore applied an alternative high prepayment stress that tracks the fixed rate reversion profile of the pool. The prepayment rate applied is floored at 5% during periods of low reversion activity and capped at a maximum 40% a year. Payment Interruption Risk Constrains Ratings: A funded liquidity reserve will sufficiently mitigate payment interruption risk for the class A1, A2 and B notes during a period of payment interruption, although no such mitigation is available for the class C to X notes. The limited availability of the reserve fund or any other source of liquidity for the class C notes constrains their maximum achievable rating below their model-implied rating. 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' ratings susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% WAFF increase and 15% WA recovery rate decrease would result in downgrades of no more than one notch each on the class B and C notes and two notches each for the class D and X notes. Other notes' ratings would 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 decrease in the WAFF of 15% and an increase in the WA recovery rate of 15% would lead to upgrades of up to two notches each for the class D and X notes. The class A-B notes are already rated 'AAAsf' and the class C notes are capped at 'A+sf' by payment interruption risk. The class E notes' rating would not be affected. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. CLEVERCHEFS: Exigen Group Appointed as Administrators ----------------------------------------------------- Cleverchefs Ltd wa placed into administration in the High Court of Justice, Business & Property Courts in Manchester, Court Number CR-2025-001496. David Kemp and Richard Hunt of Exigen Group Limited were appointed as administrators on Nov. 10, 2025. The company was an events caterer. Its registered office is at Warehouse W, 3 Western Gateway, Royal Victoria Docks, London, E16 1BD. Its principal trading address is at 10 Ty Nant Court, Morganstown, Cardiff CF15 8LW. The joint administrators can be reached at: David Kemp Richard Hunt Exigen Group Limited Warehouse W, 3 Western Gateway Royal Victoria Docks, London, E16 1BD For further details, contact: David Kemp Tel No: 0207 538 2222 EUROSAIL-UK 2007-6: Fitch Affirms 'B-sf' Rating on Class C1a Notes ------------------------------------------------------------------ Fitch Ratings has downgraded Eurosail-UK 2007-2 NP Plc's (ES07-2) class D1a and D1c notes. Fitch has also revised the Outlook for Eurosail-UK 2007-6 NC Plc's (ES07-6) class B1a notes to Positive from Stable. All other notes have been affirmed. All notes have been removed from Under Criteria Observation. Entity/Debt Rating Prior ----------- ------ ----- Eurosail-UK 2007-6 NC Plc Class A3a 29881HAG0 LT AAAsf Affirmed AAAsf Class B1a 29881HAK1 LT BBB-sf Affirmed BBB-sf Class C1a 29881HAN5 LT B-sf Affirmed B-sf Class D1a 29881HAR6 LT CCCsf Affirmed CCCsf Eurosail-UK 2007-2 NP Plc Class B1a 29881AAN0 LT AAAsf Affirmed AAAsf Class B1c 29881AAQ3 LT AAAsf Affirmed AAAsf Class C1a 29881AAR1 LT AAAsf Affirmed AAAsf Class D1a 29881AAU4 LT BBB-sf Downgrade A+sf Class D1c 29881AAW0 LT BBB-sf Downgrade A+sf Class E1c XS0291443892 LT CCCsf Affirmed CCCsf Class M1a 29881AAK6 LT AAAsf Affirmed AAAsf Class M1c 29881AAM2 LT AAAsf Affirmed AAAsf Transaction Summary The transactions comprise non-conforming UK mortgage loans originated by Southern Pacific Mortgage Limited (formerly a wholly owned subsidiary of Lehman Brothers) and Preferred Mortgages Limited. KEY RATING DRIVERS UK RMBS Rating Criteria Updated: The rating actions reflect Fitch's updated UK RMBS Rating Criteria (see "Fitch Ratings Updates UK RMBS Rating Criteria" dated 23 May 2025). Key changes include updated representative pool weighted average foreclosure frequencies (WAFF), changes to sector selection, revised recovery rate (RR) assumptions and changes to cash flow assumptions. The most significant revision was to the non-conforming sector representative 'Bsf' WAFF. Fitch has applied newly introduced borrower-level recovery rate caps to underperforming seasoned owner-occupied (OO) and buy-to-let (BTL) collateral. In its cash flow analysis. Fitch now applies dynamic default distributions and high prepayment rate assumptions rather than static assumptions previously. Transaction Adjustment: Fitch has applied its non-conforming assumptions, alongside an owner-occupied (OO) transaction adjustment (TA) of 1.0x and buy-to-let (BTL) TA of 1.5x to FF, for both transactions. This is because the transactions' historical performance of loans that were three months or more in arrears has broadly been in line with Fitch's non-conforming index. BTL Recovery Rate Cap: The transactions have reported losses that exceed its expectations, based on the indexed values of the properties in the pool. Fitch has therefore applied borrower-level recovery rate (RR) caps to the BTL loans in the pools, in line with those applied to the non-conforming loans, where the RR cap is 85% at 'Bsf' and 65% at 'AAAsf'. Downgrades Despite Stable Asset Performance: The proportion of loans in arrears for one month or more for ES07-2 has decreased to 24.7% as of September 2025, from 25% at the previous review, while for ES07-6 it has fallen to 35% from 37.6%. Additionally, both transactions continue to generate robust excess spread, which can be used to clear losses from the asset pools. Nevertheless, its revised RR and default assumptions (which treat loans in arrears for more than 12 months as defaulted) drive the downgrades of ES07-2's class D1a and D1c notes. Decreasing Senior Fees: Both transactions have seen high senior fees in recent years due to the LIBOR transition of the notes and replacement of transaction counterparties. However, these fees have started to fall from their high levels. Should the fees continue to fall, this could lead to rating upgrades in future reviews. This underlines the Positive Outlook revision on ES07-6's class B1a notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transactions' performance may be affected by adverse changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing delinquencies and defaults that could reduce 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% increase in the WAFF and 15% decrease of the weighted-average recovery rate (WARR) could lead to downgrades of up to five notches for ES07-2's class D1a and D1c 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 and, potentially, upgrades. Fitch found that a 15% decrease in the WAFF and a 15% increase in the WARR would result in upgrades of up to four notches to ES07-2's class D1a and D1c notes, and up to two notches to its class E1c notes. Fitch also found that this would result in upgrades of up to five notches to ES07-6's class B1a 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 pools and the transactions. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Fitch did not undertake a review of the information provided about the underlying asset pools ahead of the transactions' closing. The subsequent performance of the transactions over the years is consistent with the agency's expectations given the operating environment and Fitch is therefore satisfied that the asset pool information relied upon for its initial rating analysis was adequately reliable. 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 ES07-2 and ES07-6 have an ESG Relevance Score of '4' for human rights, community relations, access & affordability due to a significant proportion of the pool containing OO loans advanced with limited affordability checks, which has a negative impact on the credit profiles, and is relevant to the ratings in conjunction with other factors. ES07-2 and ES07-6 have an ESG Relevance Score of '4' for customer welfare - fair messaging, privacy & data security due to the pool exhibiting interest-only maturity concentration of legacy non-conforming OO loans of greater than 20%, which has a negative impact on the credit profiles, and is relevant to the ratings in conjunction with other factors. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This 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 of the materiality and relevance of ESG factors in the rating decision. LANSDOWNE CARE: Begbies Traynor Appointed as Administrators ----------------------------------------------------------- Lansdowne Care Services Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2025-007618. Paul Cooper, Paul Appleton, and Stephen Katz of Begbies Traynor (London) LLP were appointed as administrators on Nov. 5, 2025. The company operated healthcare – care homes. Its registered office is at Lightsky Group, Bromley Road, First Floor, Unit 1, Bristol, BS39 4DE. The joint administrators can be reached at: Paul Cooper Paul Appleton Stephen Katz Begbies Traynor (London) LLP 31st Floor, 40 Bank Street London, E14 5NR For further information, contact: Alex Nekaj Begbies Traynor (London) LLP Email: DE-Team@btguk.com Tel No: 020 7400 7900 PAVILLION CONSUMER 2025-1: DBRS Gives Prov. B(high) F Notes Rating ------------------------------------------------------------------ DBRS Ratings Limited assigned provisional credit ratings to the following notes (the Rated Notes) to be issued by Pavillion Consumer 2025-1 (the Issuer): -- 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 (high) (sf) -- Class E Notes at (P) BB (high) (sf) -- Class F Notes at (P) B (high) (sf) -- Class X Notes at (P) A (high) (sf) Morningstar DBRS did not rate the Class R or Class Z Notes (together with the Rated Notes, the Notes) also expected to be issued in this transaction. The credit ratings of the Class A and Class B Notes address the timely payment of scheduled interest and ultimate repayment of principal by the legal 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 when the class is subordinate and the timely payment of scheduled interest when the class is the most senior class as well as the ultimate repayment of principal by the legal final maturity date. CREDIT RATING RATIONALE Morningstar DBRS' credit ratings on this transaction are based on the following analytical considerations: -- The transaction's capital 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 characteristics of the collateral, its historical performance and Morningstar DBRS' projection under various stress scenarios -- The operational risk review of Barclays Bank UK PLC (Barclays UK) regarding its capabilities with respect to originations, underwriting, servicing, and financial strength -- The transaction parties' financial strength regarding their respective roles -- The expected consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology -- Morningstar DBRS' long-term sovereign credit rating of the United Kingdom of Great Britain and Northern Ireland (UK), currently AA with a Stable trend TRANSACTION STRUCTURE The transaction includes a 12-month scheduled revolving period, during which the Issuer can purchase additional loan receivables, subject to the eligibility criteria and concentration limits set out in the transaction documents. The revolving period may end earlier than scheduled if certain events occur, such as the insolvency or replacement of the servicer or the breach of performance triggers, the most prevalent of which is the principal deficiency ledger trigger. The transaction allocates collections in separate interest and principal priorities of payments and benefits from an amortizing liquidity reserve equal to 1.5% of the Notes (excluding the Class X and Class R Notes) outstanding principal balances, subject to a floor of 0.5% of the Notes (excluding the Class X and Class R Notes) initial principal balances. This reserve will initially be funded with the (Class X) Notes issuance proceeds, can be used to cover senior expenses, senior swap payments and non-deferred interest payments on the Notes (excluding the Class X and Class R Notes), and would be replenished in the interest waterfall. Principal funds can also be re-allocated to cover the remaining shortfall if the interest collections and the liquidity reserve were not sufficient. After the revolving period ends, the repayment of the Notes will be sequential until the pro rata target level is reached, then pro rata (excluding the Class X and Class R Notes) until a sequential amortization event occurs. Upon the occurrence of a sequential amortization event, the repayment of the Notes will switch to be sequential and non-reversible. In comparison, the Class X Notes will be repaid with all available funds in the interest priority of payments immediately after the transaction closes. Morningstar DBRS considers the interest rate risk for the transaction to be limited as an interest rate swap is in place to reduce the mismatch between the fixed-rate collateral and the floating-rate Notes. COUNTERPARTIES Barclays UK is the account bank for the transaction. Based on Morningstar DBRS' private credit rating on Barclays UK, the downgrade provisions outlined in the transaction documents, and other mitigating factors in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned. Barclays Bank PLC is the initial hedge counterparty for the transaction, which meets Morningstar DBRS' criteria to act in such capacity. The transaction documents contain downgrade provisions consistent with Morningstar DBRS' criteria. PORTFOLIO ASSUMPTIONS As Barclays UK has a long consumer lending history in the UK, Morningstar DBRS considers the performance data to be meaningful for vintage analysis and established a lifetime expected gross default at 5.5% for this transaction. Morningstar DBRS set its expected recovery rates at 20% or a loss given default (LGD) of 80% based on benchmarking of similar 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. For the securities listed in the table above, the associated financial obligations are the related interest payment amounts and the class balances. Notes: All figures are in British pound sterling unless otherwise noted. SOLUTIONS 30 UK: S&W Partners Appointed as Joint Administrators --------------------------------------------------------------- Solutions 30 UK Limited, fka Comvergent Limited, was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2025-007907. Nadeem Sweiss and Ben Woodthorpe of S&W Partners LLP were appointed as joint administrators on Nov. 10, 2025. The company operated in the wireless telecommunications industry. Its registered office is at Viscount House, River Lane, Saltney, Chester, CH4 8RH. The joint administrators can be reached at: Nadeem Sweiss Ben Woodthorpe S&W Partners LLP c/o RRS Department, 45 Gresham Street London, EC2V 7BG For further information, contact: The Joint Administrators Tel No: 020 4617 5500 Email: Ulysses.Urban@swgroup.com Alternative contact: Ulysses Urban VISIONS LIVE EVENTS: Oury Clark Appointed as Joint Administrators ----------------------------------------------------------------- Visions Live Events Ltd (formerly Visions Group Operations Ltd) was placed into administration in the High Court of Justice, Court Number CR-2025-007870. Nick Parsk and Carrie James of Oury Clark Chartered Accountants were appointed as joint administrators on Nov. 7, 2025. The company was a conference organizer. Its registered office is at c/o Oury Clark Chartered Accountants, Herschel House, 58 Herschel Street, Slough, Berkshire, SL1 1PG. Its principal trading address is Unit 2 Maxx House, Western Road, Bracknell, EG12 1QP. The joint administrators can be reached at: Nick Parsk Carrie James Oury Clark Chartered Accountants Herschel House, 58 Herschel Street Slough, Berkshire, SL1 1PG For further details, contact: The Joint Administrators Tel No: 01753 551 111 Email: IR@ouryclark.com Alternative contact: Emma Admans ********* 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 * * *