251125.mbx

251125.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 25, 2025, Vol. 26, No. 235 Headlines F R A N C E GALILEO GLOBAL: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg. VIRIDIEN S.A.: Fitch Affirms 'B' Long-Term IDR, Outlook Stable I R E L A N D ARBOUR CLO XV: Fitch Assigns 'B-sf' Final Rating to Class F Notes BRIDGEPOINT CLO 2: Moody's Affirms B3 Rating on EUR10.5MM F Notes FAIR OAKS III: Fitch Hikes Rating on Class E-R Notes to 'BBsf' INDIGO CREDIT IV: S&P Assigns 'B- (sf)' Rating to Class F Notes JUBILEE CLO 2020-XXIV: S&P Puts 'B-(sf)' Rating to Class F-R Notes NEUBERGER BERMAN: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes PROVIDUS CLO XIII: S&P Assigns B- (sf) Rating to Class F Notes I T A L Y DOVALUE S.P.A: Fitch Puts 'BB' Final Rating to Sr. Secured Notes L U X E M B O U R G ARDAGH METAL: Moody's Affirms 'B3' CFR, Outlook Remains Stable R U S S I A INFINITY INSURANCE: Fitch Assigns 'B-' IFS Rating, Outlook Stable UZBEKTELECOM JSC: Fitch Assigns 'BB' Long-Term IDR, Outlook Stable S P A I N A.I. CANDELARIA: Fitch Affirms 'BB' Long-Term IDR, Outlook Negative GAT ICO-FTVPO 1: Moody's Confirms Caa3 Rating on 3 Tranches PROPULSION (BC) FINCO: Moody's Affirms 'B2' CFR, Outlook Stable U K R A I N E UKRAINE: Fitch Affirms Long-Term Issuer Default Rating at 'RD' U N I T E D K I N G D O M ASIMI FUNDING 2025-2: S&P Assigns B (sf) Rating to Class X Notes BRIDGEGATE FUNDING: Fitch Affirms 'B-sf' Rating on Class D Notes DEEPOCEAN LTD: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable DOWSON 2025-1: S&P Assigns 'B- (sf)' Rating to 2 Note Classes ENQUEST PLC: Moody's Affirms 'B3' CFR, Outlook Remains Stable LP EIGHTY NINE: Turpin Barker Appointed as Administrators LP EIGHTY-EIGHT: Turpin Barker Appointed as Administrators LP FIFTY FOUR: Turpin Barker Appointed as Administrators LP FIFTY TWO: Turpin Barker Appointed as Administrators LP FORTY SEVEN: Turpin Barker Appointed as Administrators LP NINETY-THREE: Turpin Barker Appointed as Administrators LP ONE HUNDRED FIVE: Turpin Barker Appointed as Administrators LP ONE HUNDRED ONE: Turpin Barker Appointed as Administrators LP ONE HUNDRED TEN: Turpin Barker Appointed as Administrators LP ONE HUNDRED: Turpin Barker Appointed as Administrators MEADOWHALL FINANCE: S&P Raises Class C1 Notes Rating to 'BB (sf)' PETROFAC LIMITED: Fitch Lowers IDRs to 'D' ROTHERMERE CONTINUATION: S&P Assigns 'BB-' LT Issuer Credit Rating - - - - - =========== F R A N C E =========== GALILEO GLOBAL: S&P Affirms 'B' Issuer Credit Rating, Outlook Neg. ------------------------------------------------------------------ S&P Global Ratings affirmed its 'B' issuer credit rating on Galileo Global Education Strategy (GGE). At the same time, S&P affirmed its 'B' issue-level rating on the company's EUR1.75 billion term loan B (TLB) and EUR180 million revolving credit facility (RCF). The '3' recovery rating on the debt is unchanged. The outlook remains negative, reflecting GGE's limited rating headroom, amid subdued performance in France and increased level of financial debt due to aggressive financial policy, resulting in S&P Global Ratings-adjusted debt to EBITDA remaining above 7.0x for fiscal years 2025-2027, and minimal, although positive, FOCF after leases. GGE delivered modest organic growth in fiscal 2025 (year ended June 30) due to challenging market conditions in France, while solid growth in international operations and recent acquisitions supported overall revenue and EBITDA expansion. A higher amount of debt from aggressive acquisitions at a time of subdued operating performance resulted in S&P Global Ratings-adjusted leverage of 8.1x in fiscal 2025 (7.7x pro forma recent acquisitions), and we now expect leverage will remain above 7.0x over fiscal years 2026 and 2027 absent a significant improvement in performance. Still, the group's diversified business model, proven history of integrating acquisitions, solid cash position, and positive, albeit limited, free operating cash flow (FOCF) after leases support the 'B' rating and give management time to deliver on its deleveraging trajectory. GGE delivered modest organic performance in France in fiscal 2025 amid challenging market conditions, but benefited from the growing contribution from international operations and recent acquisitions. Management reported on-site revenue in France (including EM Lyon) increased 2% year on year (yoy), while online revenue fell 2%. This reflects the challenging market conditions amid intensifying competition, economic and political uncertainty, and recurring reforms affecting apprenticeship and higher-education funding. Also, student demand is gradually shifting from the arts and creation (A&C) segment--historically a key revenue contributor--toward more career-oriented disciplines, including business, healthcare, and technology. That said, international operations continue to support overall performance, with management-reported revenue up 9% yoy, driven by higher student enrolment and tuition increases. Additionally, recent acquisitions added about EUR168 million to pro forma revenue and EUR53 million to pro forma EBITDA, based on management-reported figures. As a result, GGE's audited revenue increased 12% in fiscal 2025 to EUR1.42 billion, while S&P Global Ratings-adjusted EBITDA stood at EUR350 million. Pro forma the acquisitions, this would correspond to revenue of about EUR1.48 billion, representing 16.4% yoy growth, and S&P Global Ratings-adjusted EBITDA of about EUR367 million, including nonrecurring expenses and translating into an EBITDA margin of 24.8%. S&P said, "We anticipate S&P Global Ratings-adjusted EBITDA will grow toward EUR400 million in fiscal 2026, supported by international schools' performance and operational efficiencies. We expect the group's revenue from French operations to rise only about 1%, due to persisting pressure from weaker cohorts, the effects of the implementation of the apprenticeship reform effective July 1, 2025, subdued momentum in the A&C segment, and EM Lyon's lower enrollment levels following the voluntary tightening of admission criteria for certain Master's programs. That said, we expect an improving contribution from Studi, the group's online platform, where revenue will increase about 7% following the group's efforts to enhance the learning program. We also anticipate revenue from the group's international operations to grow approximately 5%, driven by sustained momentum in high margin markets. Additionally, we expect recent acquisitions will show about 20% yoy revenue growth to about EUR200 million, reflecting their integration progress. This would result in total revenue growth of about 5% in fiscal 2026 and 5% in 2027, considering the pro forma 12 month revenue basis in fiscal 2025. As management continues focusing on cost-control measures, campus reorganization to support operational efficiencies, and the integration of higher-margin international acquisitions, we expect a modest margin uplift. We forecast S&P Global Ratings-adjusted EBITDA margin will increase to 25.4% in fiscal 2026 and 25.6% in fiscal 2027, from 23.6% in fiscal 2024 and 24.8% in fiscal 2025." Significant increase in debt risks keeping S&P Global Ratings-adjusted leverage above our trigger of 7.0x through fiscal 2027. Following the cumulative issuance of EUR450 million financial debt add-ons and the impact of acquisitions on lease and other adjustments, the group's S&P Global Ratings-adjusted debt outstanding reached about EUR2.83 billion at fiscal year-end 2025, compared with EUR2.17 billion as of fiscal 2024. Debt comprises the EUR1.75 billion TLB (maturing July 31, 2031), other external loans of about EUR138 million, put options and deferred payments of EUR325 million, and lease liabilities of EUR616 million. S&P said, "Also, in July 2025, the group issued a EUR175 million shareholders' payment-in-kind (PIK) bond, which we include in our adjusted debt calculation according to our ratios and adjustments criteria. As a result, S&P Global Ratings-adjusted leverage was about 8.1x for fiscal 2025 (7.7x including the full-year impact of recent acquisitions), up from 7.3x in fiscal 2024. Absent material improvements in S&P Global Ratings-adjusted EBITDA, we anticipate S&P Global Ratings-adjusted debt to EBITDA of about 7.5x in fiscal 2026 (7.0x excluding the PIK) and 7.2x in fiscal 2027 (6.7x excluding the PIK), leaving it beyond our downside trigger." This level is higher than other 'B' rated companies, and leaves the group with limited financial flexibility to allow for underperformance. It also indicates a tolerance for a more aggressive financial policy than we anticipated, characterized by a series of debt-funded acquisitions and investments despite an unexpected slowdown in operating performance. The group's ability to maintain the rating therefore depends on more prudent financial policy and stronger-than-expected performance in terms of organic growth, particularly in France, and the successful integration of acquisitions. Despite elevated leverage and higher interest rates, the group maintains positive, if minimal, FOCF after leases and a solid liquidity position. The group closed fiscal 2025 with EUR325 million of cash on the balance sheet and had about EUR180 million available under its RCF, maturing in January 2031. In addition, in July the group raised the EUR175 million shareholders' PIK bond, to cover the EUR41 million remaining from share buybacks initiated in December 2024 and about EUR87 million of minority interest buyouts. The group can also draw additional EUR75 million under the second tranche facility (available until March 2026) to cover near-term cash outflows. S&P said, "We think the liquidity position provides some buffer and time for management to improve operating performance and deleveraging. Additionally, we expect the group to generate positive, although minimal, FOCF after leases of about EUR2 million in fiscal 2026 and EUR17 million in fiscal 2027. Our base-case scenario assumes a further reduction in annual capital expenditure (capex) to EUR100 million, from EUR114 million in fiscal 2025 and EUR147 million in fiscal 2024, as the group completes its campus development program. However, we think the group's cash flow remains constrained by the still-high cash interest expense from the highly leveraged capital structure, and the lack of material improvement in EBITDA." The negative outlook reflects GGE's limited rating headroom, amid subdued performance in France and increased level of financial debt due to aggressive financial policy, resulting in S&P Global Ratings-adjusted debt to EBITDA remaining above 7.0x for fiscal years 2025-2027, and minimal, if positive, FOCF after leases. S&P could lower the rating over the next 12 months if the group keeps increasing its financial debt, or its operating performance does not strengthen beyond its base-case scenario, jeopardizing deleveraging prospects and positive FOCF, such that: -- Adjusted leverage is not on a trajectory to fall sustainably below 7.0x by fiscal 2027; or -- FOCF after leases turns sustainably negative. S&P could revise its outlook to stable if GGE achieves: -- Leverage below 7.0x sustainably; and -- Sustained, meaningful, and positive absolute FOCF after leases, underpinned by improving operating performance and reduced expansionary capex. A stable outlook would also hinge on our assessment that the group's financial policy would support the company's deleveraging, balancing its acquisitive growth. VIRIDIEN S.A.: Fitch Affirms 'B' Long-Term IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Viridien SA's Long-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook. It has also affirmed its senior secured rating of 'BB-' on its EUR475 million and USD450 million notes due in 2030. The Recovery Rating is 'RR2'. The rating continues to be constrained by Viridien's limited revenue visibility, significant earnings volatility, and high gross debt. These are offset by Viridien's good operational record as an asset-light company while maintaining strong EBITDA margins, projected EBITDA leverage consistently below 3.0x through the cycle, and sound liquidity. The Stable Outlook reflects its expectations that positive free cash flow (FCF) will be used to gradually pay down debt, maintaining headroom to the rating's negative sensitivity for EBITDA gross leverage. Key Rating Drivers Volatile EBITDA: Fitch forecasts Fitch-defined EBITDA to decline to about USD394 million in 2025, from USD501 million in 2024, due to the phasing of data survey projects in the Gulf of Mexico (GoM) and Norway, scheduled for completion in 1H26. EBITDA, on a company-adjusted basis, rose 42% in 9M25, reflecting progress on survey projects. Fitch therefore expects Fitch-defined EBITDA to recover to about USD470 million in 2026 as profits from completed projects are recognised. Nevertheless, Fitch expects EBITDA to moderate in 2027-2028, reflecting its typical volatility, and to average about EUR430 million in 2025-2028. Commitment to Debt Reduction: Fitch-defined gross debt fell by about USD100 million to around USD980 million at end-October 2025, reflecting successful refinancing in 1Q25 and a partial bond redemption in early 4Q25. Debt level remains high but Viridien is publicly committed to allocating most of its FCF to debt redemptions. Fitch forecasts a gradual gross debt reduction towards USD800 million by 2028, providing headroom compared with the rating's EBITDA gross leverage negative sensitivity of 2.8x. Viridien maintains ample liquidity, with no material debt maturities until 2030; an unrestricted cash balance of USD180 million; and an undrawn USD100 million revolving credit facility at end-3Q25. Cash Flow Improvement Expected: The expiry of a commercial agreement with Shearwater in January 2025 eliminated the risk of Viridien having to repossess the vessels it originally sold to Shearwater and the company is no longer obligated to pay idle-vessel compensation or other fees to Shearwater. This, alongside productivity improvements, supports sustainable FCF during 2025-2029. Fitch assumes no dividends or acquisitions in its forecast, while the collection of overdue receivables from Pemex amounting to over USD50 million at end-2Q25 could provide additional cash inflow by end-2025 and in 2026. Strong Niche Market Position: Viridien is well positioned within the seismic data-processing and equipment subsectors, and in particular a leader in the geo-science and equipment businesses with a competitive multi-client library focused on high-demand mature basins and select high-quality exploration areas. These areas attract steadier customer demand than frontier exploration areas. It is also building out nascent low-carbon businesses. Its technological sophistication and continued R&D allow it to retain premium pricing over many competitors, leading to stable Fitch-defined EBITDA margins of at least 35% through the cycle. Diversified Project Pipeline: Viridien's backlog rose to USD722 million at end-2024, from about USD633 million at end-2023, while the backlog in its geo-science division remained robust at USD290 million at end-3Q25. It is expanding its ocean-bottom-nodes (OBN) Laconia project in the GoM and has started an OBN project in the Norwegian North Sea. In June 2025, it launched the Sercel Accel, an innovative onshore drop-node solution, which should contribute to profits from 2026. In the earth data segment, it is progressing with the Megabar Extension Phase 1 project in Brazil, while Viridien expects to realise benefits from its low-carbon business in the medium term. Asset-Light Strategy: Viridien has transitioned since 2020 to an asset-light business model with a more flexible cost and capex base than contract-drilling and marine data-acquisition peers. Together with a cost-reduction initiative over the last two years, should help reduce volatility in cash flows through the cycle. Exposure to Oil Price: Oil companies have the flexibility to cut capex if prices decline materially, and Viridien's short-term backlog, covering up to six months of revenue, exposes the group to project delays or cancellations and cash flow volatility. Exploration budgets of oil companies have, however, shown low correlation with oil price fluctuations since 2020 and are expected to remain on average stable in 2025 for conventional projects. Fitch expects oil companies to continue investing in reserve replenishment to offset declining production rates not only for unconventional shale projects, but also for offshore fields, which deplete at a faster rate than conventional onshore fields. Peer Analysis Fitch rates Viridien in line with Borr Drilling Limited (B/Negative), as the latter's stronger mid-cycle EBITDA, profitability and near-term revenue visibility from contracted orders is offset by the former's lower mid-cycle leverage. Shelf Drilling, Ltd. (B/Rating Watch Positive) has similar mid-cycle profitability, but its stronger backlog is offset by its higher leverage. Its Negative Outlook reflects its expectation of more uncertain use of its rigs and various operational challenges, resulting in delayed deleveraging. Key Assumptions - IFRS revenue averaging USD1.1 billion-1.2 billion a year in 2025-2029 - Fitch-adjusted IFRS EBITDA of about USD400 million in 2025, before peaking at USD470 million in 2026 and gradually moderating to USD410 million in 2028 - Capex of USD210 million in 2025, then rising to USD270 million-280 million in 2026-2029 - No dividends to 2029 - Voluntary bond redemptions of USD50 million a year during 2026-2029 Recovery Analysis The recovery analysis assumes that Viridien would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Its GC EBITDA assumption of USD250 million is predicated on a significant and sudden loss of demand for multi-client and geo-science services, on the back of a sustained period of very low hydrocarbon prices, followed by a modest recovery, and cost initiatives. The rebound would be driven by a recovery in the market spurring renewed exploration and production (E&P) spending. An enterprise value (EV) multiple of 4x is applied to the GC EBITDA to calculate a post-reorganisation EV, which reflects the oilfield services sector's cash flow volatility and Viridien's moderate scale. Fitch assumes the company's revolving credit facility of USD125 million to be fully drawn. The revolver is super senior to senior secured notes in the debt waterfall. Viridien's asset financing debt of USD31 million at end-2024 is structurally senior to other debt. After deducting 10% for administrative claims, Fitch's analysis resulted in a waterfall-generated recovery computation for the senior secured notes in the 'RR2' band, indicating a 'BB-' instrument rating. RATING SENSITIVITIES Factors that Would Individually or Collectively Result in Negative Rating Action or Downgrade - EBITDA gross leverage above 2.8x on a sustained basis - Failure to maintain EBITDA margins above 30% on a sustained basis - Deteriorating liquidity with EBITDA interest coverage declining below 2x or increasing near-term refinancing risk Factors that Would Individually or Collectively Result in Positive Rating Action or Upgrade - Increase in size with EBITDA consistently above USD500 million through the cycle - EBITDA gross leverage at below 1.8x on a sustained basis, with gross debt of USD750 million or lower - Successful transition to non-oil and gas activities, with meaningful cash flows and EBITDA contribution Liquidity and Debt Structure As of 30 September 2025, Viridien had about USD180 million of readily available cash and cash equivalent on its balance sheet, excluding its assumption of USD50 million of restricted cash, and had a further USD100 million in an undrawn revolving credit facility that expires in April 2030. The company refinanced its 2027 notes in March 2025, extending the next material mandatory repayment obligations to October 2030. Issuer Profile Viridien is a small oilfield services company providing seismic data processing services and equipment for seismic data acquisition. 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 ----------- ------ -------- ----- Viridien S.A. LT IDR B Affirmed B senior secured LT BB- Affirmed RR2 BB- ============= I R E L A N D ============= ARBOUR CLO XV: Fitch Assigns 'B-sf' Final Rating to Class F Notes ----------------------------------------------------------------- Fitch Ratings has assigned Arbour CLO XV DAC final ratings, as detailed below. Entity/Debt Rating ----------- ------ Arbour CLO XV DAC Class A XS3174768682 LT AAAsf New Rating Class B XS3174768849 LT AAsf New Rating Class C XS3174769060 LT Asf New Rating Class D XS3174769227 LT BBB-sf New Rating Class E XS3174769573 LT BB-sf New Rating Class F XS3174769813 LT B-sf New Rating Class M-1 XS3174770076 LT NRsf New Rating Class M-2 XS3183172918 LT NRsf New Rating Class X XS3174768419 LT AAAsf New Rating Subordinated Notes XS3174770662 LT NRsf New Rating Transaction Summary Arbour CLO XV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second lien loans, first lien last-out loans and high-yield bonds. Note proceeds were used to fund a portfolio with a target par of EUR400 million. The portfolio is managed by Oaktree Capital Management (UK) LLP. The collateralised loan obligation (CLO) has a 4.7-year reinvestment period and an 8.6-year weighted-average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 23.8. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 60.7%. Diversified Portfolio (Positive): The transaction includes six matrices, all corresponding to a top 10 obligor concentration limit at 20%. Two matrices are effective at closing and correspond to two fixed-rate asset limits of 5% and 12.5% and an 8.6-year WAL test. The other four matrices can be selected by the manager any time from 12 months and 20 months after closing and correspond to the same two fixed-rate asset limits and 7.6-year and seven- year WAL tests respectively. The transaction includes various concentration limits, including the maximum exposure to the three largest (Fitch-defined) industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an approximately 4.7-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL test covenant to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include, among others, passing the coverage tests, the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL test covenant that gradually steps down before and after the end of the reinvestment period. Fitch believes these conditions reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of two notches for the class B notes, one notch each for the class C to E and below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B, D, E and F notes each have a rating cushion of two notches and the class C notes have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. There is no rating cushion for the class A and X notes. 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 two notches for the class A notes, up to four notches each for the class B and C notes, up to three notches for the class D notes and to below 'B-sf' for the class E and F notes. There would be no rating impact on the class X notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to four notches each for the rated notes, except for the 'AAAsf' notes. Upgrades during the reinvestment period, which based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test covenant, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY 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 Arbour CLO XV 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. BRIDGEPOINT CLO 2: Moody's Affirms B3 Rating on EUR10.5MM F Notes ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Bridgepoint CLO 2 Designated Activity Company: EUR19,000,000 Class B-1 Senior Secured Floating Rate Notes due 2035, Upgraded to Aa1 (sf); previously on Jun 28, 2021 Definitive Rating Assigned Aa2 (sf) EUR18,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2035, Upgraded to Aa1 (sf); previously on Jun 28, 2021 Definitive Rating Assigned Aa2 (sf) EUR26,250,000 Class C Senior Secured Deferrable Floating Rate Notes due 2035, Upgraded to A2 (sf); previously on Jun 28, 2021 Definitive Rating Assigned A3 (sf) Moody's have also affirmed the ratings on the following notes: EUR211,000,000 Class A Senior Secured Floating Rate Notes due 2035, Affirmed Aaa (sf); previously on Jun 28, 2021 Definitive Rating Assigned Aaa (sf) EUR20,250,000 Class D Senior Secured Deferrable Floating Rate Notes due 2035, Affirmed Baa3 (sf); previously on Jun 28, 2021 Definitive Rating Assigned Baa3 (sf) EUR20,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2035, Affirmed Ba3 (sf); previously on Jun 28, 2021 Definitive Rating Assigned Ba3 (sf) EUR10,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2035, Affirmed B3 (sf); previously on Jun 28, 2021 Definitive Rating Assigned B3 (sf) Bridgepoint CLO 2 Designated Activity Company, issued in June 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Bridgepoint Credit Management Limited ("Bridgepoint"). The transaction's reinvestment period will end in January 2026. RATINGS RATIONALE The rating upgrades on the Class B-1, B-2 and C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in January 2026. The affirmations on the ratings on the Class A, D, E and F notes 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: EUR345.4m Defaulted Securities: EUR3.0m Diversity Score: 44 Weighted Average Rating Factor (WARF): 2930 Weighted Average Life (WAL): 4.6 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.6% Weighted Average Coupon (WAC): 5.9% Weighted Average Recovery Rate (WARR): 44.1% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as the account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in January 2026, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the notes' seniority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell 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 notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. FAIR OAKS III: Fitch Hikes Rating on Class E-R Notes to 'BBsf' -------------------------------------------------------------- Fitch Ratings has upgraded Fair Oaks Loan Funding III DAC's class C-R and Class E-R notes and affirmed the rest. The Outlooks on the notes are Stable. Entity/Debt Rating Prior ----------- ------ ----- Fair Oaks Loan Funding III DAC Class A-R XS2392989401 LT AAAsf Affirmed AAAsf Class B-1-R XS2392989666 LT AAsf Affirmed AAsf Class B-2-R XS2392989823 LT AAsf Affirmed AAsf Class C-R XS2392990086 LT A+sf Upgrade Asf Class D-R XS2392990599 LT BBB-sf Affirmed BBB-sf Class E-R XS2392990672 LT BBsf Upgrade BB-sf Class F-R XS2392990755 LT B-sf Affirmed B-sf Transaction Summary Fair Oaks Loan Funding III DAC is a cash flow collateralised loan obligation (CLO), mostly comprising senior secured obligations. The deal is actively managed by Fair Oaks Capital Limited and its reinvestment period is scheduled to end in April 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 stood at 3.5%, versus a limit of 7.5%, according to the latest trustee report dated October 2025. The transaction is around 0.18% below par (calculated as the current par difference over the original target par) and there are no defaulted assets in the portfolio. 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 January 2025, 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 0.3% maturing in 2026. Revolving Transaction: The transaction is still in its reinvestment period which is scheduled to end in April 2026. Principal proceeds during this phase are actively reinvested, resulting in ongoing changes to portfolio metrics. Accordingly, Fitch has 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'. The weighted average rating factor of the current portfolio is 24.4, as calculated by Fitch under its latest criteria. About 18.2% of the portfolio is currently on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 100% 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 60.4%. Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 12.4%, and no obligor represents more than 1.73% of the portfolio balance. Exposure to the three largest Fitch-defined industries is 36.9%, as calculated by Fitch. Fixed-rate assets reported by the trustee are at 4.8%, within the limit of 10%. Cash Flow Analysis: Fitch used a customised proprietary cash flow model to simulate 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 1.8%. 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 cushion at higher ratings. A deterioration in portfolio credit quality would further erode this cushion. 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 Fair Oaks Loan Funding III 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. INDIGO CREDIT IV: S&P Assigns 'B- (sf)' Rating to Class F Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Indigo Credit Management IV DAC's class A, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. Under the transaction documents, the rated notes will pay quarterly interest, unless a frequency switch event occurs. Following such an event, the notes would permanently switch to semiannual payments. The portfolio's reinvestment period ends 4.5 years after closing and the noncall period ends 1.5 years after closing. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The experience of the collateral manager's team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2706.87 Default rate dispersion 433.83 Weighted-average life (years) 4.97 Obligor diversity measure 103.94 Industry diversity measure 23.60 Regional diversity measure 1.24 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 35.91 Target floating-rate assets (%) 97.00 Target weighted-average coupon (%) 6.26 S&P said, "The portfolio is well diversified at closing. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the 400 million target par amount, the covenanted weighted-average spread (3.70%), and the covenanted weighted-average coupon (4.00%), as indicated by the collateral manager. We assumed the identified weighted-average recovery rates at all rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios, for each liability rating category. "Our credit and cash flow analysis shows that the class B, C, D, E, and F notes benefit from break-even default rate and scenario default rate cushions that we would typically consider to be in line with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on the notes. The class A and F notes can withstand stresses commensurate with the assigned ratings." Until May 20, 2030, when the reinvestment period ends, the collateral manager may substitute the assets in the portfolio, as long as the CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain, as established by the initial cash flows for each rating, and compares that with the current portfolio's default potential, plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may, through trading, cause the transaction's credit risk profile to deteriorate. S&P said, "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A to F notes "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also assessed the sensitivity of our ratings on the class A to F notes, based on four hypothetical scenarios. "As our ratings analysis includes additional considerations to be incorporated before we would assign ratings in the 'CCC' category--and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met--we have not included the above scenario analysis results for the class F notes. Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain industries. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 248.00 38.00 Three/six-month EURIBOR plus 1.32% B AA (sf) 45.00 26.80 Three/six-month EURIBOR plus 1.90% C A (sf) 24.00 20.80 Three/six-month EURIBOR plus 2.30% D BBB- (sf) 27.00 14.00 Three/six-month EURIBOR plus 3.10% E BB- (sf) 18.00 9.50 Three/six-month EURIBOR plus 5.40% F B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.25% Sub. Notes NR 33.00 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 D, E, and F notes address ultimate interest and principal payments. § The payment frequency permanently 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. Sub. notes--Subordinated notes. JUBILEE CLO 2020-XXIV: S&P Puts 'B-(sf)' Rating to Class F-R Notes ------------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Jubilee CLO 2020-XXIV DAC's class A-1-R, A-2-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer had EUR24.85 million unrated subordinated notes outstanding from the existing transaction and issued an additional EUR38.79 million of subordinated notes. This transaction is a reset of the already existing transaction. The existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes. The ratings on the original notes have been withdrawn. Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs, upon which the notes pay semiannually. This transaction has a 1.5 year non-call period, and the portfolio's reinvestment period will end 4.5 years after closing. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings weighted-average rating factor 2,815.19 Default rate dispersion 730.68 Weighted-average life (years) 4.06 Obligor diversity measure 121.16 Industry diversity measure 15.98 Regional diversity measure 1.19 Transaction key metrics Total par amount (mil. EUR) 400.00 Defaulted assets (mil. EUR) 0.00 Number of performing obligors 172 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.53 'AAA' actual portfolio weighted-average recovery (%) 35.53 Actual weighted-average spread (%) 3.76 Actual weighted-average coupon (%) 3.19 Rating rationale S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. The portfolio primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow modelling, we have used the covenanted weighted-average spread (3.65%), the covenanted weighted-average coupon (3.10%), and the actual portfolio weighted-average recovery rates for all rating levels except at the 'AAA' rating level, for which we applied a 1% rating haircut. 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 counterparty criteria. "Following the application of our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk to be limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "Until the end of the reinvestment period on May 3, 2030, the collateral manager may substitute assets in the portfolio for so long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes. This test looks at the total amount of losses that the transaction can sustain as established by the initial cash flows for each rating, and it compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "The transaction's legal structure is bankruptcy remote, in line with our legal criteria. "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. "Our credit and cash flow analysis indicate that the available credit enhancement for the class B-1-R to D-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 the notes. The class A-1-R, A-2-R, and E-R notes can withstand stresses commensurate with the assigned ratings. "For the class F-R notes, our credit and cash flow analysis indicate that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F-R notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 23.45%, versus if it was to consider a long-term sustainable default rate of 3.2% for 4.5 years, which would result in a target default rate of 14.4%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned 'B- (sf)' rating. "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-1-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." Jubilee CLO 2020-XXIV DAC is a European cash flow CLO securitization of a revolving pool, comprising euro-denominated senior secured loans and bonds issued by speculative-grade borrowers. BSP CLO Management LLC manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-1-R AAA (sf) 238.00 40.50 Three/six-month EURIBOR plus 1.33% A-2-R AAA (sf) 12.00 37.50 Three/six-month EURIBOR plus 1.75% B-1-R AA (sf) 32.50 27.50 Three/six-month EURIBOR plus 1.95% B-2-R AA (sf) 7.50 27.50 5.00% C-R A (sf) 24.00 21.50 Three/six-month EURIBOR plus 2.50% D-R BBB- (sf) 29.00 14.25 Three/six-month EURIBOR plus 3.50% E-R BB- (sf) 19.00 9.50 Three/six-month EURIBOR plus 6.06% F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR plus 8.79% Sub. Notes NR 63.64 N/A N/A *The ratings assigned to the class A-1-R, A-2-R, B-1-R, and B-2-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F-R notes address ultimate interest and principal payments. §The payment frequency 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. NEUBERGER BERMAN: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Neuberger Berman Loan Advisers Euro CLO 8 DAC expected ratings, as detailed below. The final ratings are contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Neuberger Berman Loan Advisers Euro CLO 8 DAC A-1 LT AAA(EXP)sf Expected Rating A-2 LT AAA(EXP)sf Expected Rating B LT AA(EXP)sf Expected Rating C LT A(EXP)sf Expected Rating D LT BBB-(EXP)sf Expected Rating E LT BB-(EXP)sf Expected Rating F LT B-(EXP)sf Expected Rating Subordinated Notes LT NR(EXP)sf Expected Rating Transaction Summary Neuberger Berman Loan Advisers Euro CLO 8 DAC is a securitisation of mainly senior secured loans and secured senior bonds (at least 90%), with a component of senior unsecured, mezzanine and second-lien loans. Note proceeds will be used to fund a portfolio with a target par of EUR300 million. The portfolio will be actively managed by Neuberger Berman Europe Limited. The CLO has a 4.5-year reinvestment period and a 7.5-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B' category. The Fitch weighted average rating factor (WARF) of the identified portfolio is 23.8. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations (96% if the class A-1 investor holds the majority of the class A-1 notes). 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 61.7%. Diversified Portfolio (Positive): The transaction will include various concentration limits in the portfolio, including the top-10 obligor concentration limit at 20% and the 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. WAL Step-Up Feature (Neutral): The issuer could extend the WAL test by one year, 12 months after closing, if the collateral principal amount (defaulted obligations at the lower of their market value and Fitch recovery rate) is at least at the target par and if the transaction is passing all of its tests. Portfolio Management (Neutral): The transaction will have an about 4.5-year reinvestment period and 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): Fitch reduced the WAL used for the transaction's Fitch-stressed portfolio analysis by one year, to 6.5 years. This accounts for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include passing both the coverage tests and the Fitch 'CCC' maximum limit, and a WAL covenant that progressively steps down, both before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-1 to C notes and would lead to downgrades of one notch each for the class D and E notes, and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B, C, D, and E notes each have a rating cushion of two notches, and the class F notes have a cushion of one notch, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A-1 and A-2 notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches for the class C notes, three notches each for the class A-1, A-2, B and D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches for the notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, except for the 'AAAsf; notes, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period, may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Neuberger Berman Loan Advisers Euro CLO 8 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. PROVIDUS CLO XIII: S&P Assigns B- (sf) Rating to Class F Notes -------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Providus CLO XIII DAC's class A, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. The reinvestment period will be approximately five years, while the non-call period will be two years after closing. Under the transaction documents, the rated notes will pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The ratings assigned to the notes reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,795.87 Default rate dispersion 525.63 Weighted-average life (years) 4.71 Obligor diversity measure 152.95 Industry diversity measure 18.76 Regional diversity measure 1.38 Transaction key metrics Total par amount (mil. EUR) 450.00 Number of performing obligors 174 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.11 Target 'AAA' weighted-average recovery (%) 36.39 Target weighted-average spread (%) 3.62 Target weighted-average coupon (%) 3.91 S&P said, "Our ratings reflect our assessment of the collateral portfolio's credit quality, which has a weighted-average rating of 'B'. The portfolio is well-diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used the EUR450 million target par amount, we have modeled the target weighted-average spread of 3.62%, the covenanted weighted-average coupon of 4.50%, and the target weighted-average recovery rates as indicated by the collateral manager. 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. "Following the application of our structured finance sovereign risk criteria, the transaction's exposure to country risk is limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "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, C, D, and E notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the CLO is still in its reinvestment phase starting from the effective date, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned to the notes. "The class A and F notes can withstand stresses commensurate with the assigned ratings. In our view, the portfolio is granular in nature, and well-diversified across obligors, industries, and asset characteristics when compared with other CLO transactions we have rated recently. As such, we have not applied any additional scenario and sensitivity analysis when assigning our ratings to any classes of notes in this transaction. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our ratings are commensurate with the available credit enhancement for the class A, B, C, D, E, and F notes. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A 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." Providus CLO XIII 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. Permira Credit European CLO Manager 2 LLP manages the transaction. Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 279.00 38.00 3/6-month EURIBOR plus 1.30% B AA (sf) 49.50 27.00 3/6-month EURIBOR plus 1.80% C A (sf) 27.00 21.00 3/6-month EURIBOR plus 2.10% D BBB- (sf) 32.60 13.76 3/6-month EURIBOR plus 2.85% E BB- (sf) 19.15 9.50 3/6-month EURIBOR plus 5.00% F B- (sf) 13.50 6.50 3/6-month EURIBOR plus 7.90% Sub NR 38.65 N/A N/A *S&P's ratings address timely interest and ultimate principal on the class A and B notes and ultimate payment of interest and principal on the class C to F notes. §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. Sub—Subordinated notes. NR--Not rated. N/A--Not applicable. ========= I T A L Y ========= DOVALUE S.P.A: Fitch Puts 'BB' Final Rating to Sr. Secured Notes ---------------------------------------------------------------- Fitch Ratings has assigned doValue S.p.A.'s (doValue) senior secured notes a final rating of 'BB'. The EUR350 million notes (ISIN XS3221873600 / XS3221873865) are due on 15 November 2031 and were listed for trading on the Luxembourg Stock Exchange on 12 November 2025. doValue is using their proceeds to fund its acquisition of coeo, a German debt service and purchaser. The final rating is in line with the expected rating Fitch assigned to the notes on 27 October 2025 (see 'Fitch Rates doValue's Upcoming Senior Secured Notes 'BB(EXP)'. Key Rating Drivers Rating Equalised With Long-Term IDR: The senior secured notes' rating is in line with doValue's 'BB' Long-Term Issuer Default Rating (IDR), reflecting Fitch's expectation of average recovery prospects, despite the notes' secured nature. The notes are secured by doValue's shares in its subsidiaries, which are also guarantors of doValue's other notes and bank loans. The notes rank pari passu with the company's bank facilities and its existing EUR300 million senior secured notes due in February 2030 and have the same security package. Transaction Neutral to Rating: The new notes are broadly neutral to Fitch's assessment of doValue's leverage, defined as gross debt-to-EBITDA, because doValue's acquisition of coeo is EBITDA-accretive, in its view, contributing to a forecast 35%-40% year-on-year EBITDA growth in 2026. This, together with the contractual amortisation of doValue's bank loans, should bring pro-forma leverage below 3.5x by end-1H26. Expected high leverage in 4Q25, between the notes' issue and the transaction close in January 2026, is mitigated by doValue holding the notes' proceeds in an escrow account until their deployment. doValue increasing the notes' size by EUR50 million to EUR350 million is rating-neutral, because Fitch expects it to ultimately pay down its term loan, net of any additional uses for the acquisition, following its completion. The key rating drivers for doValue's Long-Term IDR are outlined in its rating action commentary published on 6 June 2025 (see 'Fitch Affirms doValue at 'BB'; Outlook Stable'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A negative action on doValue's Long-Term IDR would drive a corresponding action on the rating of the notes. The notes' rating may also be downgraded if Fitch believes that recovery prospects will likely weaken materially, although this is not Fitch's base case. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of doValue's Long-Term IDR would result in a similar action on the rating of the notes. Significant improvements to the notes' recovery prospects, for example, due to the issue of material lower-ranking unsecured or subordinated debt, could lead Fitch to notch the notes' rating up from the Long-Term IDR. Date of Relevant Committee 05-Jun-2025 Public Ratings with Credit Linkage to other ratings The notes' senior secured debt rating is equalised with doValue's Long-Term IDR. ESG Considerations doValue has an ESG Relevance Score for Customer Welfare of '4' as its business model as credit servicer exposes it to regulatory changes and conduct-related risks. These issues have a moderately negative impact on the credit profile and are 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 Prior ----------- ------ ----- doValue S.p.A. senior secured LT BB New Rating BB(EXP) =================== L U X E M B O U R G =================== ARDAGH METAL: Moody's Affirms 'B3' CFR, Outlook Remains Stable -------------------------------------------------------------- Moody's Ratings has affirmed the B3 long-term corporate family rating and the B3-PD probability of default rating of Ardagh Metal Packaging S.A. (AMP or the company). AMP is a Luxembourg-based manufacturer of metal containers for the beverage industry. Moody's have also affirmed the B2 ratings on the $1,128 million equivalent backed senior secured notes due 2028 and the Caa2 ratings on the $1,637 million equivalent backed senior unsecured notes due 2029, all notes issued by Ardagh Metal Packaging Finance plc and co-issued by Ardagh Metal Packaging Finance USA LLC, wholly owned subsidiaries of AMP. Moody's have reviewed the B2 rating on the $600 million backed senior secured notes due June 2027 issued by Ardagh Metal Packaging Finance plc and it remains unchanged, but it will be withdrawn upon their repayment. Concurrently, Moody's have assigned B2 ratings on the proposed $1,280 million equivalent backed senior secured notes due January 2031 issued by Ardagh Metal Packaging Finance plc and co-issued by Ardagh Metal Packaging Finance USA LLC. The outlook on all entities remains stable. Proceeds from the proposed $1,280 million equivalent backed senior secured notes will be used to refinance the $600 million backed senior secured notes due June 2027, repay the EUR290 million senior secured term loan due 2029 provided by Apollo, and the EUR250 million preferred shares owned by Ardagh Group S.A., and to pay for the transaction fees. "The affirmation reflects the improved liquidity profile from extending a portion of AMP's debt maturities to January 2031, while the B3 CFR continues to take into consideration the company's elevated leverage—further increasing with this transaction—and persistently negative free cash flow (FCF) driven by dividend commitments," says Donatella Maso, a Moody's Ratings Vice President - Senior Credit Officer and lead analyst for AMP. RATINGS RATIONALE With the proposed refinancing, AMP's leverage will increase by about half a turn to 7.2x based on last 12 months' EBITDA through September 2025 and interest expense will rise by approximately $10 million. The transaction also extends a portion of AMP's debt maturities to January 2031. Moody's expects AMP's leverage to remain high between 6.8x-7.0x over the next two years, but within the guidance of the B3 CFR. While the company's operating performance was solid in the first nine months of 2025, volume growth slowed in the third quarter, and Moody's anticipates softer volume growth in 2026 following customer re-contracting in North America with improved prospects from 2027. The company's deleveraging trajectory, initiated in 2024, reflects recovery from prior inflationary pressures and weak can demand, but is now likely to plateau. That said, the primary constraint to the rating continues to be its persistently negative free cash flow (FCF). Despite management's efforts to reduce growth capital spending, FCF remains pressured by high interest expense and AMP's commitment to pay a quarterly dividend of 10 cents per share, about $240 million annually, gradually eroding its liquidity buffer. The sustained negative FCF contributes to the company's weak positioning within the B3 rating category. The B3 rating also reflects AMP's moderate business concentration across products, end markets and customers; the commoditized nature of its offerings within a competitive industry; and exposure to fluctuating input costs and currency movements. These risks are largely mitigated by pass-through clauses in most customer contracts, energy hedging and debt issuance in currencies aligned with cash flow. Conversely, the B3 rating is supported by AMP's position as the world's third-largest beverage can manufacturer in a consolidated industry with significant barriers to entry. Additional strengths include its geographically diversified and well-invested footprint; exposure to stable end markets; and favorable long-term industry fundamentals, driven by sustainability trends and the rise of new beverage categories. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. ESG CONSIDERATIONS Governance considerations were a key driver for this rating action. AMP's financial policy reflects a strong commitment to shareholder returns, including its parent company, which has resulted in negative FCF and reduced operational liquidity, compensated with additional debt. Consequently, Moody's have revised the Financial Policy and Risk Management risk factor to 5 from 4, the Governance Issuer Profile Score (IPS) to 5 from 4, and the Credit Impact Score (CIS) to 5 from 4. LIQUIDITY Moody's considers AMP's liquidity adequate for its near-term requirements, despite Moody's expectations of negative FCF. The liquidity is supported by $318 million of cash on balance sheet pro forma for the refinancing transaction; the $415 million asset-based loan facility (ABL) due April 2027, of which $25 million was drawn as of September 2025, which will be extended to 2030 and increased by $40-50 million as part of this refinancing transaction; a $90 million equivalent credit facility with Banco Bradesco S.A. in Brazil which is available for drawings until September 2026; and access to uncommitted non-recourse factoring arrangements. The nearest debt maturity is in September 2028, when the $1,128 million backed senior secured notes become due. Moody's expects the company to refinance this maturity in a timely manner. The ABL facility is subject to a springing financial covenant that would require AMP to maintain a 1.0x fixed charge coverage ratio, tested quarterly, if 90% or more of the facility is drawn. Moody's expects AMP to maintain adequate flexibility under the covenant over the next 12-18 months. STRUCTURAL CONSIDERATIONS The B3-PD PDR of AMP is in line with the CFR. This is based on a 50% recovery rate assumption, as is typical for capital structures that include both bonds and bank debt. The B2 rating on the proposed and existing backed senior secured notes is one notch above the CFR, mainly reflecting the significant amount of debt ranking junior to the notes. The Caa2 rating on the backed senior unsecured notes is two notches lower than the CFR, reflecting their subordination to the sizeable amount of senior secured debt that ranks ahead. The backed senior secured notes are secured by share pledges and floating charges over assets in certain jurisdictions. The backed senior secured notes rank junior with respect to the ABL facility's collateral. Both senior secured and senior unsecured notes are guaranteed by the parent guarantor (AMP) and its subsidiaries, which accounted for 73% of AMP's aggregate assets and 73% of its consolidated EBITDA as of September 30, 2025. The notes issued within the AMP restricted group are ring fenced, with no cross-default provisions with the debt sitting at its parent company (Ardagh Group S.A.) and there are no upstream or downstream guarantees. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations that AMP's operating performance and leverage will continue to gradually improve over the next 12 to 18 months. While FCF will remain negative over the next two years, Moody's anticipates a degree of improvement that will help the company to maintain an adequate liquidity. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade AMP's ratings in case of sustained EBITDA growth so that its Moody's-adjusted leverage remains below 6.5x; its Moody's-adjusted EBITDA/interest cover stays at around 3x; and its FCF (after interests and dividends) turns positive on a sustained basis. Moody's could downgrade AMP's ratings if the company's Moody's-adjusted leverage increases towards 8.0x; or its liquidity weakens because of persistent negative FCF. A more aggressive financial policy or a deterioration in its parent company's financial profile could also add pressure on its ratings. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Packaging Manufacturers: Metal, Glass and Plastic Containers published in April 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 Ardagh Metal Packaging S.A. is a global manufacturer of metal cans for the beverage industry. AMP operates through 23 plants located in nine countries across Europe, North America and Brazil. For the 12 months that ended September 2025, AMP generated around $5.3 billion of revenue and $730 million of Moody's-adjusted EBITDA. AMP is a Luxembourg-based company, listed on the New York Stock Exchange since August 2021. Ardagh Group S.A. is the majority shareholder of AMP, with a 76% stake. =========== R U S S I A =========== INFINITY INSURANCE: Fitch Assigns 'B-' IFS Rating, Outlook Stable ----------------------------------------------------------------- Fitch Ratings has assigned Uzbekistan-based Infinity Insurance JSC an Insurer Financial Strength (IFS) Rating of 'B-'. The Outlook is Stable. The rating reflects the insurer's small scale of operations, weak capitalisation, moderate profitability, and a conservative investment approach. Key Rating Drivers Small-Scale Domestic Insurer: Infinity has limited operating scale and modest position in the Uzbek insurance market, with a 0.9% share at end-2024, up from 0.4% in 2023. The company ranked 19th by gross written premiums among 28 non-life operators, generating UZS86 billion (about USD7 million) in gross premiums in 2024. Infinity primarily focuses on property, financial risk and motor insurance. Fitch anticipates the company will continue its rapid growth trajectory, which alongside its notable exposure to financial risk insurance, creates underwriting volatility. Capital Pressured by Regulatory Tightening: Fitch assesses Infinity's capital position as weak due to its small amount of capital, and the challenge of meeting increasing minimum regulatory capital requirements. Its regulatory solvency margin improved to 160% at end-2024 from 101% at end-2023, and further to 176% at end-1H25. However, new regulations require minimum capital of UZS80 billion from October 2025, rising to UZS100 billion from October 2027 and UZS120 billion from October 2030. These requirements will pressure the company's solvency margin, which Fitch expects to be around 100% as requirements take effect. A capital injection in July 2025 raised capital to UZS80.2 billion, enabling the company to meet upcoming requirements of October 2025. Fitch expects capitalisation to be supportive of growth as long as the company generates strong earnings. Investment-Led Financial Performance: Infinity demonstrates fairly moderate but positive financial performance, with a return on equity (ROE) of 8% in 2024 and 4% in 2023. Strong investment income from bank deposits consistently offsets negative underwriting results, with combined ratios of 119% under IFRS 17 reporting and 125% under statutory reporting in 2024. Its 1H25 statutory reporting performance shows continued reliance on investment income with an annualised ROE of 10%, UZS3.7 billion in net profit and a 120% combined ratio. Fitch expects profitability to continue to be driven by its financial investments. Conservative Investment Strategy: Infinity has a conservative investment approach by domestic standards with 98% of total investments held in bank deposits, predominantly with state-owned and private banks rated 'BB'. The remaining 2% consists of bonds issued by 'B+' rated local banks maturing in 2026. This conservative strategy supports a strong liquidity position. Reserving Risk Aligned with Market: Infinity's developing actuarial expertise and basic regulatory reserving methodology expose the insurer to reserving risk, common features of the local insurance sector. The company uses simplistic reserving methods for financial risks, with reserve calculations based on premium amounts rather than maximum losses, exposing the portfolio to frequency risk during economic downturns. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Deterioration of capital position, for example, due to weaker financial performance, as manifested in regulatory capital falling below the minimum capital requirement, without prospects of immediate recovery - Deterioration in business risk profile, for instance, following a notable increase in the share of financial risk exposure Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Sustained improvement in business profile, manifested for example in profitable growth and a more balanced product mix, together with a capital position well in excess of the regulatory minimum requirement Date of Relevant Committee 07-Nov-2025 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 ----------- ------ Infinity Insurance JSC LT IFS B- New Rating UZBEKTELECOM JSC: Fitch Assigns 'BB' Long-Term IDR, Outlook Stable ------------------------------------------------------------------ Fitch Ratings has assigned Uzbektelecom JSC a Long-Term Issuer Default Rating (IDR) of 'BB' with Stable Outlook. The rating is equalised with the sovereign rating of Uzbekistan (BB/Stable), under its Government-Related Entities (GRE) Rating Criteria, reflecting its expectation of a strong likelihood of support from the state. Uzbektelecom is directly and indirectly 94% state-owned and retains strong links with the government. Fitch assesses its Standalone Credit Profile (SCP) at 'bb-', one notch below the sovereign rating. The SCP reflects the company's market-leading position as the incumbent telecom operator in Uzbekistan. The company has a dominant position in the domestic fixed network market, a sustainable mobile market share and a growing customer base. This is balanced by the company's single market focus and the country's weak operating environment. Key Rating Drivers GRE Considerations: Uzbektelecom's rating is equalised with Uzbekistan's, benefiting from a one-notch uplift from its SCP, reflecting its expectation that support from the state is 'Extremely Likely', as underlined in a support score of 35, out of a maximum 60, under Fitch's GRE Rating Criteria. Strong Oversight, Very Strong Support: Fitch assesses decision making and oversight factor as Strong', due to Uzbektelecom's 94% state ownership. High-level strategy, investments and principal information-security functions are determined by the government in the form of presidential and government decrees. The board of directors comprises Uzbek government ministers. Fitch views precedents of support as 'Very Strong' as the government guaranteed about 20% of Uzbektelecom's debt at end-2024, partly provided by state-owned banks. Fitch forecasts the share of state-guaranteed debt to rise above 50% over 2025-2027, justifying the rating equalisation. Uzbektelecom expects to continue financing its intensive capex for its fixed and mobile infrastructure upgrade with a mix of state-guaranteed loans from development banks and international financial institutions, plus own funds. Strong Responsibility, Incentive to Support: Fitch assesses the incentive to support as 'Strong', given Uzbektelecom's central role in the domestic telecoms market, deep links with state-affiliated clients and initiatives, including government cybersecurity infrastructure, and its function as a key delivery platform for the digital priorities embedded in Digital Uzbekistan 2030 and Uzbekistan strategy and development 2030. Robust Incumbent Position: Uzbektelecom retains a leading position in the domestic telecoms market, supported by its reasonably diverse cash flow as a single-market telecommunications company, with convergent products and services. Its mobile and fixed broadband subscriber market shares were about 30% and 87%, respectively, at end-1H25. It is strategically positioned to capitalise on the advantages of fibre and 5G economics and is able to optimise network economics by servicing multiple market subsectors such as wholesale, consumer, SME and government corporates. It has scale in its market, solid margins and an increasingly well-invested infrastructure. Competitive Mobile Market: Uzbekistan's mobile market is competitive, with five infrastructure-based operators and a small number of mobile virtual network operators. However, pricing has been inflationary for several years, and penetration of 100% remains below most Commonwealth of Independent States markets. Uzbektelecom is the leading operator, with an estimated 30% mobile market share and a strong spectrum position; its active customer base continues to grow. However, high capex requirements to sustain network competitiveness remain a central industry feature. High Capex Constrains FCF: Fitch forecasts capex to remain high at 40% of the revenue in 2025 before declining to about 25%, due to high capex needs associated with 5G and 4G infrastructure upgrade, plus investments in fibre broadband. This, together with high interest payments and the start of dividend payouts, will result in negative free cash flow (FCF) in its base case. Fitch expects credit metrics to remain adequate for its SCP over 2025-2028, supported by EBITDA growth. Prudent Leverage, FX Mismatch: Fitch projects that Uzbektelecom's EBITDA net leverage will be about 3.1x in 2025, reflecting ample headroom for its SCP. Leverage should decrease further as steady EBITDA growth offsets high capex intensity and negative FCF over the next four years. Fitch considers leverage to have sufficient cushion to support a prolonged period of investment and manage FX risks effectively. Uzbektelecom's revenue is largely in local currency, with FX risks partly mitigated by pre-paid revenues and local-currency operating costs. However, FX risk remains significant as a large part of debt is in hard currencies, which may result in volatile leverage. Infrastructure Leadership: Uzbektelecom is a domestic infrastructure leader with dominant national coverage across its fixed network and ownership of mobile network. The company holds extensive spectrum resources nationwide, enabling 4G and 5G deployment and high-capacity services. Uzbektelecom operates data centers that serve numerous government institutions, with company-developed billing and IT solutions used in state infrastructure services, highlighting its systemic role in information security and digital sovereignty. This firmly positions Uzbektelecom to benefit from the government's long-term Digital Uzbekistan 2030 strategy. Peer Analysis Under Fitch's GRE Rating Criteria, Uzbektelecom's ties with the state are slightly stronger than those of Oman Telecommunications Company S.A.O.G. (BB+/Positive) and BEYON B.S.C. (B+/Negative). Responsibility of support factors are broadly in line with other Uzbek GREs'. For JSC Uzbek Metallurgical Plant (B+/Stable), Fitch assesses precedents of support as 'Very Strong', as almost half of the casting and rolling project's external funding was provided by the state. JSC Uzbekneftegaz (BB/Stable) also benefits from significant state-guaranteed debt and additional support through tax incentives and reduced dividend requirements. Fitch benchmarks Uzbektelecom's SCP against Kazakhtelecom JSC (BBB-/Stable) and Turk Telekomunikasyon A.S. (BB-/Stable) to calibrate leverage thresholds. Kazakhtelecom operates with lower leverage, has a stronger operating environment, lower FX risk and robust pre-dividend FCF generation outside investment peaks. Turk Telekomunikasyon, like Uzbektelecom, is a fully integrated operator, with an about 30% mobile market share and rising pay-TV penetration. However, Turk Telekomunikasyon's leverage thresholds are tighter than Uzbektelecom's, reflecting its fixed-line concession agreement versus full ownership, higher risk from FX mismatch between predominantly hard-currency debt and lira-denominated cash flow. Key Assumptions - Revenue growth of 13% in 2025, gradually decreasing to about 9% a year in 2026-2028, with mobile revenues growing ahead of broadband revenues, and reflecting accelerated data usage demand, increasing population and a strong converged proposition - Fitch-defined EBITDA margin stabilising at about 32% in 2025-2028 - Working capital outflow of 1% of revenue in 2025-2028 - Capex peaks at 40% of revenue in 2025, before declining to 25% in 2026-2028, funded with hard currency loans - Dividend absolute amounts in line with management's guidance - No M&A cash outflow in 2025-2028 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Negative sovereign rating action - Material weakening of links and support from the state - Material delays and/or cost overruns in network investment projects resulting in EBITDA net leverage above 3.8x on a sustained basis could be negative for SCP but not necessarily the IDR Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive sovereign rating action while maintaining strong links with and support from the state - EBITDA net leverage below 3.0x on a sustained basis would be positive for the SCP but not necessarily the IDR - Cash flow from operations less capex/gross debt trending sustainably above 7% would be positive for the SCP but not necessarily the IDR Liquidity and Debt Structure Uzbektelecom has limited liquidity buffer. Liquidity consists of primarily cash on its balance sheet as the company does not have any revolving facilities. At end-2024, it had a cash balance of about UZS106 billion (USD9 million), against USZ1,870 billion (USD155 million) of current borrowings. Fitch expects Uzbektelecom's negative FCF to be funded by additional debt as the company has ready access to domestic and some access to international banking markets, given its robust operating profile and strong linkages with the sovereign. Uzbektelecom is subject to FX as about 94% of its debt is US dollar- , euro- or Japanese yen-denominated while 100% of revenue is in Uzbek som. The company does not use any hedging instruments. Issuer Profile Uzbktelecom is incumbent telecom operator in Uzbekistan, providing communications solutions and services to consumers, SMEs, public sector and to other communications providers. Summary of Financial Adjustments Fitch treats the amortisation of capitalised costs to obtain contract as opex, which reduces its Fitch-defined EBITDA. Date of Relevant Committee 05-Nov-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 ----------- ------ Uzbektelecom JSC LT IDR BB New Rating ========= S P A I N ========= A.I. CANDELARIA: Fitch Affirms 'BB' Long-Term IDR, Outlook Negative ------------------------------------------------------------------- Fitch Ratings has affirmed A.I. Candelaria (Spain), S.A.'s (A.I. Candelaria) Long-Term Foreign and Local Currency Issuer Default Ratings and USD950 million of notes outstanding due between 2028 and 2033 at 'BB'. The Rating Outlook is Negative. A.I. Candelaria's ratings remain linked to the credit profile of its sole cash flow source Oleoducto Central S.A. (OCENSA; BB+/Negative) and, indirectly, to Ecopetrol S.A. (BB+/Negative) which owns 72.65% of OCENSA. Dependence on dividends from a minority stake in OCENSA continues to be the key driver of A.I. Candelaria's credit profile. The ratings also incorporate the significant influence of A.I. Candelaria on OCENSA's dividend policy, which mitigates the dependence on a single source of cash flow from its minority interest in OCENSA. The ratings are constrained by A.I. Candelaria's moderately high leverage and structural subordination to OCENSA's creditors. Key Rating Drivers Adequate Dividend Stream: The ratings are supported by the quality and stability of dividends received from A.I. Candelaria's 27.35% interest in OCENSA. OCENSA operates a regulated business with strong cash flow generation and a good track record of distributions. Fitch's base case assumes dividend receipts of USD180 million-USD193 million over the rating horizon. OCENSA operates Colombia's largest crude oil pipeline, connecting key basins to the main export terminal and refineries which supports competitiveness across price cycles. Improving Capital Structure: A.I. Candelaria improved its capital structure through a 2025 tender offer and a USD65 million prepayment in the third quarter of 2025. The transaction reduced the outstanding 2028 bonds to USD179 million and lowered the 2H28 balloon payment to USD83 million from USD113 million, decreasing refinancing risk. Fitch expects gross leverage (total debt/dividends received) to be around 4.0x in 2025, with interest coverage exceeding 3.5x, reflecting stronger cash flow coverage versus prior expectations. Structural Subordination: A.I. Candelaria's notes remain structurally subordinated to OCENSA's outstanding USD400 million senior notes. As the holding company, A.I. Candelaria relies on dividends upstreamed from subsidiaries to meet its obligations. A material increase in leverage at OCENSA could heighten subordination risk. This is mitigated by OCENSA's record of stable dividend distributions and A.I. Candelaria's protective minority rights, including vetoes over dividend policy changes and capex above USD100 million. Fitch expects projected dividend stream to comfortably cover interest expense and scheduled principal payments on A.I. Candelaria's notes. Strong Minority Rights: A shareholder agreement affords A.I. Candelaria significant influence on OCENSA's dividend policy and other key decisions. The company can appoint two of five board members and holds veto rights over significant matters. A 90.1% shareholder vote is required to change OCENSA'S dividend policy and other major business decisions, supporting cash flow visibility and liquidity at A.I. Candelaria. Peer Analysis A.I. Candelaria's ratings rely on the dividend stream from OCENSA, an entity with non-investment-grade credit quality supported by predictable operating performance typical of contracted midstream assets. OCENSA's credit profile remains linked to that of Ecopetrol through ownership, strategic alignment and operational integration which Fitch views as providing incentives for support if needed. Regional tolling-based natural gas peers in the region, such as Transportadora de Gas Internacional S.A. E.S.P. (TGI; BBB/Negative) and Transportadora de Gas del Peru, S.A. (TGP; BBB+/Stable), benefit from more purely take-or-pay models that support higher leverage. OCENSA's stronger financial profile, with average leverage below 0.3x over the rating horizon, is balanced by a greater exposure to volumetric risk given its higher reliance on ship-and-pay contracts than peers. Key Assumptions - OCENSA's transported volumes for ship-and-pay contracts grow by 1% over the rating horizon; - OCENSA's transported volumes for ship-or-pay contracts are conducted per negotiated terms with off-takers; - Current tariffs remain valid through 2024 and then increase by 1% annually thereafter; - Dividend payout of 100% of net income; - Exchange rate as forecast by Fitch's Sovereign Group; - Debt service reserve account covers 1.25x of the next debt service payment, covering interest and principal; - Dividends distribution contingent on meeting the debt service reserve account requirement. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A downgrade of OCENSA's credit ratings; - EBITDA interest coverage, measured as dividends received to gross interest expense, sustained below 2.5x; - Significant additional debt at the OCENSA level, which increases the structural subordination of A.I. Candelaria; - Failure to deleverage below 4.5x over the rating horizon, which could widen the rating differential with OCENSA. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade of OCENSA's credit ratings. Liquidity and Debt Structure Fitch expects liquidity to remain strong, supported by A.I. Candelaria's readily available cash and consistently positive FCF. The 2028 notes amortize in 12 consecutive semiannual installments beginning in 2022, totaling 70% of the issuance, with the remaining balance due at maturity. The 2033 notes amortize in 10 consecutive semiannual installments beginning in 2028, totaling 75% of the issuance, with the balance due at maturity. A debt service reserve account, pledged as part of the collateral package, provides an additional liquidity buffer and is required to cover no less than 1.25x of the next debt service payment, including both interest and principal. Issuer Profile A.I. Candelaria is a holding company whose main source of cash is the dividends received from its 27.4% ownership interest in OCENSA, the largest crude oil transportation company in Colombia. 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 Prior ----------- ------ ----- A.I. Candelaria (Spain), S.A. LT IDR BB Affirmed BB LC LT IDR BB Affirmed BB senior secured LT BB Affirmed BB GAT ICO-FTVPO 1: Moody's Confirms Caa3 Rating on 3 Tranches ----------------------------------------------------------- Moody's Ratings has upgraded the ratings of five notes and confirmed the ratings of three notes in GAT ICO-FTVPO 1, FTH, a Spanish RMBS transaction. The rating action concludes Moody's review of eight notes placed on review for upgrade on October 06, 2025 (https://urlcurt.com/u?l=DLGbtX) following the increase of the Government of Spain's ("Spain") local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). EUR9.8M Class B(CA) Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR3.2M Class C(CA) Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR2.3M Class C(CM) Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR1.5M Class C(CP) Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR1.5M Class C(CT) Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR6.1M Class D(CA) Notes, Confirmed at Caa3 (sf); previously on Oct 6, 2025 Caa3 (sf) Placed On Review for Upgrade EUR2.5M Class D(CM) Notes, Confirmed at Caa3 (sf); previously on Oct 6, 2025 Caa3 (sf) Placed On Review for Upgrade EUR1.4M Class D(CT) Notes, Confirmed at Caa3 (sf); previously on Oct 6, 2025 Caa3 (sf) Placed On Review for Upgrade RATINGS RATIONALE The rating upgrades reflect the increase in the Spanish local-currency country ceiling to Aaa from Aa1. Moody's confirmed the ratings of three classes of notes for which expected losses remain commensurate with current ratings. Decreased Country Risk The upgrades follows Moody's increases of Spain's local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. This local-currency bond ceiling increase followed the upgrade of the Government of Spain's issuer and bond ratings to A3 with a stable outlook from Baa1 and a positive outlook. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). The confirmations reflect how the expected losses for the affected notes remain commensurate with their current ratings. In particular, the Class D notes in each sub pool correspond to the equity tranche (first loss) and have substantial and prolonged unpaid interest for more than ten years. Key Collateral Assumption Revised The transaction consists of four sub pools, Pool Caixa Catalunya, Pool Caixa Manresa, Pool Caixa Penedes and Pool Caixa Terrassa. The cumulative defaults have remained largely unchanged in the past year, the combined pool figure is 1.35% from 1.33% a year ago. As part of the rating actions, Moody's reassessed its lifetime loss expectations and recovery rates for three of the sub pools reflecting their collateral performances to date. Moody's no longer maintain Moody's assumptions for Caixa Terrassa sub pool given its low effective number. Moody's revised its expected loss assumption for Pool Caixa Catalunya to 0.81% from 0.80% as percentage of the original sub pool balance, which corresponds to 5.32% as a percentage of current sub pool balance. For Pool Caixa Manresa and Pool Caixa Terrassa, expected loss assumptions remain unchanged at 0.67% and 1.05% as percentage of the original sub pool balance, which corresponds to 5.59% and 9.87% as percentage of the current sub pool balance, respectively. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolios to incur in a severe economic stress. As a result, Moody's increased the MILAN Stressed Loss assumptions as follows: (i) Pool Caixa Catalunya, to 15.1% from 11.0%. (ii) Pool Caixa Manresa, to 15.5% from 11.1%. (iii) Pool Caixa Terrassa, to 24.4% from 15.4%. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for an RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement and (4) deterioration in the credit quality of the transaction counterparties. PROPULSION (BC) FINCO: Moody's Affirms 'B2' CFR, Outlook Stable --------------------------------------------------------------- Moody's Ratings has affirmed the B2 long-term corporate family rating and the B2-PD probability of default rating of Propulsion (BC) Finco S.a r.l. ("ITP Aero" or "the company"), the parent company of the Spanish supplier of aero engine modules ITP Aero. Moody's have also assigned a B2 instrument rating to Propulsion (BC) Finco S.a r.l.'s proposed $1,560 million (EUR1,329 million equivalent) senior secured term loan (TL). The outlook remains stable. ITP Aero will use proceeds from the senior secured term loan and cash on hand to repay its existing $1,115.6 million senior secured TL maturing in 2029 and to fund a dividend up to EUR800 million to shareholders and pay related fees and expenses. Moody's expects to withdraw the ratings of the company's existing senior secured bank facilities upon its full repayment. RATINGS RATIONALE The rating action captures a deterioration in credit metrics due to additional debt raised to fund a shareholder distribution, which has fully consumed the headroom built under the company's current rating in recent quarters. Moody's estimates that Moody's adjusted gross leverage for the last twelve months ending in June 2025 was at 4.3x, which is well below Moody's guided leverage range for the existing B2 rating category. Nevertheless, the proposed additional debt issuance brings the leverage close to 6.5x pro-forma, slightly exceeding Moody's downgrade threshold of 6.0x for the rating category. These metrics incorporate Moody's standard adjustments and EUR280 million of additional local bank debt raised to support the distribution. Moody's anticipates that ITP Aero will continue to experience strong revenue and earnings growth in the coming years as market fundamentals remain supportive across commercial and defense aviation while demand for MRO services remains strong. The company revised up its guidance and now expects mid-teen percentage growth in revenues for 2025, and additional 150 basis point improvement in its Adjusted EBITDA margin. Higher earnings will facilitate deleveraging as measured by Moody's adjusted Debt / EBITDA and Moody's expects a relatively quick decline towards the 5x – 6x range that Moody's deems as appropriate for the current rating category. Moody's expects leverage to be already at the upper end of the band by LTM Q3-25 at approximately 6x. However, Moody's cautions that the company may continue to pursue debt-funded acquisitions. Furthermore, ITP Aero's private equity ownership allows Bain Capital to drive decision making, which creates the potential for decisions that favor shareholders over creditors, as indicated by the total amount of EUR1,430 million distributed to shareholders in 2024 and 2025. The rating is mainly supported by (1) the company's tier one aero engine supplier position for complete engine modules; (2) its good engine programme diversification with most engine programmes at the sweet spot of their programme life; (3) the diversification into defense engine programmes and MRO activities (around 30% of group revenue in 2024); (4) fundamentally supportive market outlook for commercial and defense aviation; and (5) the profitable and cash flow generative nature of ITP Aero's business model. However, the rating is constrained by (1) the leveraged capital structure, with Moody's adjusted gross leverage of 6.5x as of June 2025 PF for the transaction; (2) its concentration on Rolls Royce plc and wide body engine platforms (over half of group revenue); (3) somewhat complex organizational structure with third party investors holding preferred equity outside of the restricted group as well as the equity being held by Spanish private or public investors through a Basque holding company located within the restricted group; and (4) the event risk related to further debt-funded acquisitions and mostly private equity ownership. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. ESG CONSIDERATIONS Governance considerations have been a primary driver of this rating action, reflecting ITP Aero's aggressive debt-funded dividend distribution and its limited track record of maintaining a balanced financial policy. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations that ITP Aero's leverage will be high following the additional debt load and at close to 6.5x (LTM Q2-25 PF Moody's adjusted gross leverage) will be above the level Moody's deems as appropriate for the B2 rating category. However, Moody's expects a fairly swift deleveraging in the next 12 to 18 months as the operating environment in the industry remains supportive and the company will likely continue to perform strongly. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could arise if: -- Further improvement of the business profile; -- A more balanced financial policy consistent with Moody's adjusted gross debt/ EBITDA remaining sustainably below 5x; -- Sustainably positive FCF generation; -- Good liquidity. Conversely, negative rating pressure could arise if: -- Moody's adjusted gross debt/ EBITDA sustained above 6x; -- Moody's adjusted EBIT/ Interest sustained below 1.5x; -- Liquidity position materially deteriorates as a result of negative FCF, shareholder remuneration or M&A. LIQUIDITY PROFILE The liquidity position of Propulsion (BC) Finco S.a r.l. will still remain good at closing of the transaction. This is reflected in the EUR200 million cash position pro forma for the transaction, which is further complemented by the fully undrawn $364 million senior secured revolving credit facility (RCF), due in 2028, which the company is planning to extend as part of the envisaged transaction. The RCF contains a springing covenant set at 7.5x senior secured net leverage ratio, tested when more than 40% of the facility is drawn. Since its LBO in 2021, ITP Aero has been generating consistently positive free cash flow. EUR73 million of Moody's adjusted FCF in 2022, EUR99 million in 2023 and EUR65 million in 2024, if Moody's excludes the dividend recap last year. Moody's expects somewhat weaker FCF in 2025 – around EUR50 million, again excluding the envisaged dividend distribution - mainly due to around EUR60 million cash costs associated with the GTF inspection programme. In 2026/27 Moody's expects ITP Aero to generate around EUR100 million FCF per year, which includes further GTF-related EUR30 million in 2026 and 2027. STRUCTURAL CONSIDERATIONS Moody's assigned the B2 instrument rating to the new senior secured term loan in line with the B2 long-term corporate family rating reflecting their dominant share in the capital structure. In addition, the company has EUR637 million of unsecured local bank loans that Moody's however rank pari-passu with the TL due to the relatively weak security package. Despite the capital structure of Propulsion (BC) Finco S.a r.l. being solely composed of bank debt Moody's have assumed a 50% recovery rate at the corporate family level due to the loose financial covenant package. The capital structure also includes EUR319 million of preferred equity currently, located outside of the restricted group. While Moody's do not include it in Moody's debt and leverage calculations, its existence implies an additional risk of distributions out of the restricted group to service and to repay this instrument. COVENANTS Moody's have reviewed the marketing draft terms for the new credit facilities. Notable terms include the following: Guarantor coverage will be at least 80% of consolidated EBITDA (determined in accordance with the agreement) and include all companies representing 5% or more of consolidated EBITDA or 5% or more of total assets. Only companies incorporated in England & Wales, Luxembourg and Spain are required to provide guarantees and security. Security will be granted over key shares, bank accounts and intercompany receivables. Unlimited pari passu debt is permitted up to a first lien leverage ratio of the greater of 4.00x and the ratio before the transaction, and unlimited unsecured debt is permitted up to total leverage ratio of the greater of 5.75x and the ratio before the transaction, or a 1.75x fixed charge coverage ratio. Unlimited restricted payments are permitted if total leverage is 3.50x or lower, and unlimited restricted investments are permitted if total leverage is 4.00x or lower. Asset sale proceeds are only required to be applied in full where total leverage is greater than 3.50x. Detailed financial definitions, including permitted adjustments to EBITDA for synergies and acquisitions, will be set out in the full form documents. The proposed terms, and the final terms may be materially different. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Aerospace and Defense published in July 2025. The forward-looking scorecard-indicated outcome for the next 12 to 18 months is Ba3, two notches above the assigned rating of B2. The two notch difference is explained by the increased debt amount following the proposed debt-funded dividend distribution as well as the aggressive financial policy. ============= U K R A I N E ============= UKRAINE: Fitch Affirms Long-Term Issuer Default Rating at 'RD' -------------------------------------------------------------- Fitch Ratings has affirmed Ukraine's Long-Term Foreign-Currency Issuer Default Rating (IDR) at 'Restricted Default' (RD). Fitch typically does not assign Outlooks to sovereigns with a rating of 'CCC+' or below. Key Rating Drivers Restricted Default Affirmation: Fitch considers that Ukraine remains in a broader restructuring process. The Long-Term Foreign-Currency IDR will remain at 'Restricted Default' until Ukraine has normalised its relations with a significant majority of external commercial creditors. This will be the case once Fitch assesses that the restructuring of GDP warrants has become a protracted dispute that no longer restricts relations with other commercial bondholders, or once a restructuring agreement is reached with the remaining debt holders. Failed Negotiations with GDP Warrantholders: Ukraine missed a USD665 million payment on USD2.6 billion of GDP warrants on 2 June and a 10-day grace period expired without payment. A second round of negotiations with a group of investors to restructure the GDP warrants failed at the beginning of November, reflecting continued broad disagreement on the terms of exchange. Ukrenergo reached a preliminary agreement on the restructuring of its USD825 million state-guaranteed Eurobonds in April. However, completion has been delayed, and Fitch now expects it to be finalised in early 2026. An external commercial loan (Cargill USD0.7 billion) is also yet to be restructured. These instruments represent additional perimeter claims within Ukraine's broader debt restructuring. It already completed the core restructuring of external commercial debt in September 2024, covering USD20.5 billion of sovereign Eurobonds and state-guaranteed Ukravtodor debt, representing 78% of commercial external debt. 'CCC+' Local-Currency IDRs Affirmed: The higher Long-Term Local-Currency IDR reflects Ukraine's continued service of local-currency debt, in line with its expectation of preferential treatment of local-currency debt obligations. Only a small portion (0.8% as of November 2025) of local-currency debt is held by non-residents, with the majority held by domestic (mostly state-owned) banks and the National Bank of Ukraine. This ownership structure limits the benefit of a local-currency debt restructuring by creating potential fiscal costs (including bank recapitalisation). Record High Fiscal Deficit: Ukraine's 2025 fiscal deficit is forecast to reach 25.7% of GDP (26.4% excluding grants), the largest in Fitch's sovereign universe and significantly above the 'B'/'C'/'D' median of 3.4%. Fitch projects the general government deficit will fall to 19.7% of GDP in 2026 (19.4% excluding grants), broadly in line with the government's 2026 latest budget draft. Continuation of the war means that defence spending will remain high, at 28% of GDP or close to 43% of general government expenditure. Long-term Spending Pressures: Spending pressures will remain heavy even after the end of the war, with Ukraine likely to retain a large military force. The 4th Rapid Damage and Needs Assessment puts Ukraine's reconstructions needs at USD524 billion over the next decade, about 2.8 times the nominal value of Ukraine's GDP in 2024. Reliance on Foreign Funding: Ukraine will remain reliant on external funding sources to cover its sizeable funding needs over the medium term, while smaller amounts could be provided by its relatively resilient and liquid domestic banking sector. Net foreign financing needs are expected to reach USD41 billion in 2025 and USD44 billion in 2026, relative to an average of USD25 billion a year in 2022 to 2024. 'Reparations Loan' Proposal: US financial aid has dried up under the Trump administration, prompting European countries to explore new ways to cover Ukraine's financing gap. Under the proposal for a so-called 'reparations loan', immobilised Russian central bank assets at Euroclear would be invested in a long-dated, zero-coupon European Commission debt instrument to finance a EUR140 billion EU loan to Ukraine and repay EUR45 billion of Extraordinary Revenue Acceleration (ERA) loans. The loan would only be repaid if Russia compensated Ukraine for war damages, limiting the impact on debt sustainability. The EU aims to agree on the loan by December, with first disbursements in 2Q26, and the mechanism could be open to other countries with relevant holdings of Russian frozen assets. If agreed, the loan could provide funding security until at least 2028 by when a new EU budget draft foresees a doubling of the Ukraine facility to EUR100 billion. Reserves Stable Despite Large Deficits: Fitch forecasts the current account deficit will widen to a record high of 14.8% of GDP in 2025 from 7.9% in 2024, reflecting high defence and energy import needs and weak exports with goods exports remaining 36% below pre-war levels. Fitch forecasts that the current account deficit will average 14.2% of GDP in 2026-27, well above the 'B'/'C'/'D' median deficit of 1.8%. Sizeable external financial support will keep FX reserves high, at 5.9 months of imports by end-2025, well above the 'B'/'C'/'D' median of 3.8 months. War Intensifies: Russian attacks have intensified since late September, with energy infrastructure attacks destroying more than half of Ukraine's domestic gas production and causing severe power outages. Despite sustained military pressure throughout 2025, Russian forces in Ukraine have achieved only minor territorial advances of around 0.57% this year with Russia now occupying 19.1% of Ukrainian territory (including Crimea). Diplomatic efforts have stalled, while negotiating positions remain far apart, with Russia demanding that Ukraine cede more territory and reduce its military forces. Growth Constrained: Fitch has lowered its 2025 growth forecast to 2.0% from 2.5% at its last review, reflecting weaker-than-anticipated growth in 1H25 due to delayed harvest and higher energy imports. The agricultural sector should recover in 2H25, but the economy will continue to face challenges from ongoing infrastructure destruction and an intensification of energy attacks. Fitch expects growth to accelerate to 2.4% in 2026 and 2.8% in 2027 as reconstruction efforts support economic expansion. ESG - Governance: Ukraine has an ESG Relevance Score (RS) of '5' for Political Stability and Rights and for the Rule of Law, Institutional and Regulatory Quality and Control of Corruption. These scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in its proprietary Sovereign Rating Model. Ukraine has a low WBGI ranking at 30.1, reflecting the Russian-Ukrainian war, weak institutional capacity, uneven application of the rule of law and a high level of corruption. ESG - Creditor Rights: Ukraine has an ESG RS of '5' for Creditor Rights as willingness to service and repay debt is highly relevant to the rating and is a key rating driver with a high weight. Ukraine's Long-Term Foreign-Currency IDR reflects Fitch's view that Ukraine is in default. ESG - International Relations and Trade: Ukraine has an ESG RS of '5' given the impact of the war with Russia on all aspects of Ukraine's sovereign credit profile. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - The rating on the newly issued Eurobonds would be downgraded in the event of increased probability of a renewed restructuring or default, for example, due to reduced foreign support and further intensification of the war. - The Long-Term Local-Currency IDR would be downgraded if there are signs that the recent preferential treatment of local-currency debt will not be carried forward. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Once Fitch assesses that the restructuring of GDP warrants has become a protracted dispute that no longer restricts relations with other commercial bondholders, or once a debt restructuring agreement is reached with the remaining holders of debt. - The Long-Term Local Currency IDR would be upgraded if there was a benign resolution to the war, and reduced risk of liquidity stress and improved solvency prospects, Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary Sovereign Rating Model assigns Ukraine a score equivalent to a rating of 'CCC+' on the Long-Term Foreign Currency IDR scale. However, in accordance with its rating criteria, Fitch's sovereign rating committee has not used the SRM and Qualitative Overlay to explain the ratings. Ratings of 'CCC+' and below are instead guided directly by the rating definitions. Fitch's Sovereign Rating Model is its proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a Long-Term Foreign-Currency IDR. Its Qualitative Overlay is a forward-looking qualitative framework designed to allow for adjustment to the model output to assign the final rating, reflecting factors within its criteria that are not fully quantifiable and not fully reflected in the model. Debt Instruments: Key Rating Drivers Performing Eurobonds Rated 'CCC': Fitch has affirmed the 'CCC' rating on Ukraine's performing foreign-currency bonds, which reflects its forward-looking assessment of default risk for these instruments. This is supported by adequate levels of international reserves, continued official support and manageable debt service payments. Fitch has also assigned Recovery Ratings of 'RR4' to the foreign-currency and local-currency bonds, reflecting average recovery expectations should a default occur. Country Ceiling Ukraine's Country Ceiling is 'B-'. For sovereigns rated 'CCC+' and below, Fitch assumes a starting point of 'CCC+' for determining the Country Ceiling. Fitch's Country Ceiling Model produced a starting point uplift of zero notches. Fitch's rating committee applied a one-notch qualitative upward adjustment to this, under the Balance of Payments Restrictions pillar, reflecting that the imposition of capital and exchange controls since Russia's invasion of Ukraine has not prevented some private sector entities from converting local into foreign currency and transferring the proceeds to non-resident creditors to service debt payments Fitch does not assign Country Ceilings below 'CCC+', and only assigns a Country Ceiling of 'CCC+' in the event that transfer and convertibility risk has materialised and is affecting the vast majority of economic sectors and asset classes. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Ukraine. ESG Considerations Ukraine has an ESG Relevance Score of '5' for Political Stability and Rights as WBGI have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and a key rating driver with a high weight. As Ukraine has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '5' for Rule of Law, Institutional and Regulatory Quality and Control of Corruption as WBGI have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and are a key rating driver with a high weight. As Ukraine has a percentile rank below 50 for the respective Governance Indicators, this has a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '5' for Creditor Rights as willingness to service and repay debt is relevant to the rating and is a rating driver for Ukraine, as for all sovereigns. As Ukraine has a fairly recent restructuring of public debt in August 2024, this has a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '5' for International Relations and Trade, reflecting the detrimental impact of the conflict with Russia on all aspects of its creditworthiness with a negative impact on the credit profile. Ukraine has an ESG Relevance Score of '4' for Human Rights and Political Freedoms as the Voice and Accountability pillar of the WBGI is relevant to the rating and a rating driver. As Ukraine has a percentile rank below 50 for the respective Governance Indicator, this has a negative impact on the credit profile. 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 ----------- ------ -------- ----- Ukraine LT IDR RD Affirmed RD ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Country Ceiling B- Affirmed B- senior unsecured LT CCC Affirmed RR4 CCC Senior Unsecured-Local currency LT CCC+ Affirmed RR4 CCC+ =========================== U N I T E D K I N G D O M =========================== ASIMI FUNDING 2025-2: S&P Assigns B (sf) Rating to Class X Notes ---------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Asimi Funding 2025-2 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd, and X-Dfrd notes. At closing, the issuer also issued unrated Y and Z certificates. Asimi Funding 2025-2 is the third public securitization of a portfolio of unsecured consumer loans originated and serviced by Plata Finance Ltd. (Plata) in the U.K. As part of the transaction's prefunding mechanism, the issuer may purchase additional loans by the first interest payment date, up to a maximum amount of GBP62.0 million (25.31% of the potential maximum portfolio). The class A to G-Dfrd notes redeem pro rata, subject to sequential amortization triggers. The class A notes benefit from a dedicated fully funded reserve fund and the remaining rated notes (except class G-Dfrd and X-Dfrd notes) benefit from a general reserve fund. Both reserve funds are available to provide liquidity support, pay interest and principal deficiency ledgers on specified notes, and expenses. Plata will remain the initial servicer of the loans, with Equiniti Gateway Ltd. (trading as Lenvi) acting as standby servicer. Barclays Bank PLC acts as the interest rate swap provider. Ratings Class Rating Class size (mil. GBP) A AAA (sf) 153.125 B-Dfrd AA (sf) 22.050 C-Dfrd A (sf) 17.150 D-Dfrd A- (sf) 14.087 E-Dfrd BBB (sf) 16.538 F-Dfrd BB- (sf) 18.375 G-Dfrd B- (sf) 3.675 X-Dfrd§ B (sf) 15.925 Y Certificates NR N/A Z Certificates NR N/A *S&P said, "Our rating on the class A notes addresses timely payment of interest and ultimate repayment of principal. Our ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, G-Dfrd, and X-Dfrd notes address the ultimate repayment of both interest and principal, and consider the timely payment of interest, including any previously deferred amounts, once the class is the most senior. " §The class X-Dfrd notes are not asset-backed. Their proceeds will fund the reserve accounts and pay any issuance expenses. Dfrd--Deferrable. NR--Not rated. N/A--Not applicable. BRIDGEGATE FUNDING: Fitch Affirms 'B-sf' Rating on Class D Notes ---------------------------------------------------------------- Fitch Ratings has affirmed Bridgegate Funding PLC's notes and removed them from Under Criteria Observation, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Bridgegate Funding PLC A XS2549049612 LT AA+sf Affirmed AA+sf B XS2549049885 LT Asf Affirmed Asf C XS2549050032 LT BB+sf Affirmed BB+sf D XS2549050206 LT B-sf Affirmed B-sf E XS2549050461 LT CCCsf Affirmed CCCsf F XS2549050628 LT CCsf Affirmed CCsf X XS2442283565 LT CCsf Affirmed CCsf Transaction Summary The transaction is a securitisation of owner-occupied (OO) and buy-to-let (BTL) mortgages originated by The Mortgage Business, a subsidiary of Bank of Scotland Plc. 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, plus revised recovery rate (RR) assumptions and cash flow assumptions. The most important revision was to the non-conforming sector's representative 'Bsf' WAFF. Fitch has applied newly introduced borrower level recovery rate caps to underperforming seasoned collateral. Fitch also now applies dynamic default distributions and high prepayment rate assumptions, rather than static assumptions. Transaction Adjustment: Fitch has applied its non-conforming assumptions and an OO transaction adjustment of 1.0x and BTL transaction adjustment of 1.5x to FF. This is because the transaction's historical performance of loans greater than three-months in arrears or more is slightly worse than Fitch's non-conforming index. BTL Recovery Rate Cap: The deal has reported losses that exceed its loss expectations, based on the indexed value of the properties in the pool. Fitch has, therefore, applied borrower-level RR caps to the BTL loans in the transaction, in line with those applied to non-conforming loans. The RR cap is 85% at 'Bsf' and 65% at 'AAAsf'. Arrears Stabilisation: One-month plus and three-month plus arrears were 23.6% and 19.2%, respectively, as of the October 2025 interest payment date (24.2% and 18.6% at the January 2025 interest payment date). The number and amount of loans in arrears have declined since January 2025, suggesting a stabilisation in arrears build-up. Nevertheless, the risk of migration to late-stage arrears remains a major rating driver. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's 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 WARR would imply the following: Class A: 'AA-sf' Class B: 'BBB-sf' Class C: 'CCCsf' Class D: Below 'CCCsf' Class E: Below 'CCCsf' Class F: Below 'CCsf' Class X: Below 'CCsf' 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 15% increase of the WARR would imply the following: Class A: 'AAAsf' Class B: 'AAsf' Class C: BBB-sf' Class D: 'B-sf' Class E: Below 'CCCsf' Class F: Below 'CCCsf' Class X: Below 'CCCsf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Prior to the transaction closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable ESG Considerations Bridgegate Funding PLC has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the high proportion interest-only loans in legacy OO mortgages, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Bridgegate Funding PLC has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to a large proportion of the pool containing OO loans advanced with limited affordability checks, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. DEEPOCEAN LTD: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable -------------------------------------------------------------- S&P Global Ratings assigned its 'BB-' long-term issuer credit rating to Jersey-incorporated DeepOcean Ltd. and its 'BB-' issue rating and '3' recovery rating to the company's EUR480 million senior secured notes, indicating our rounded estimate of 50% recovery prospects in the event of payment default. The stable outlook reflects S&P's view that DeepOcean will report steadily improving earnings and increasing revenue outside of Norway, benefiting from favorable market trends that match the company's capabilities (including offshore wind and decommissioning work), while bolt-on acquisitions could continue to diversify revenue. DeepOcean has issued EUR480 million (equivalent to about $556 million) senior secured notes, whose proceeds, together with $27.6 million in cash, have been used to finance a dividend distribution of $370 million, refinance the company's $185 million debt, repay a $25 million vendor loan, and pay transaction fees of $15 million. Under the new capital structure, the company has a $100 million super senior revolving credit facility (RCF) and $40 million guarantee facility. DeepOcean is a global inspection maintenance and repair (IMR) provider with significant presence in Norway (more than 50% of revenue in 2024) and revenue of $843 million in 2024 (up 36.3% from a year earlier). Despite operating in a cyclical industry (oil and gas [O&G] making up close to 85% of its revenue), the company benefits from recurring revenue from exposure to clients' operating expense. S&P forecasts S&P Global Ratings-adjusted debt to EBITDA sustainably below 3x in 2025-2027, boosted by S&P Global Ratings-adjusted EBITDA of $300 million-$350 million and a supportive financial policy. DeepOcean has refinanced its capital structure and distributed cash to shareholders. The company issued EUR480 million of senior notes and distributed $370 million to shareholders. In addition, a $100 million RCF (undrawn), and a $40 million guarantee facility will support liquidity. S&P forecasts DeepOcean's adjusted debt to EBITDA will remain below 3x in 2025-2027, thanks to steadily growing revenue and a supportive financial policy of net debt to EBITDA below 2.5x, as calculated by the company. Financial sponsor Triton Partners has owned DeepOcean since 2016, building a track record of developing the company into a global IMR provider to offshore O&G and renewable power companies. The offshore O&G sector represents the vast majority of its revenue base, at about 85%. Steadily increasing revenue and an agile cost structure underpin the company's stable margins and cash flow. S&P said, "We anticipate up to 5% revenue growth per year from $842.6 million in 2025 thanks to its exposure to maintenance rather than capital expenditure (capex). DeepOcean has a high proportion of its revenue (more than 75%) from work on offshore infrastructure, which is crucial to the operations of O&G companies. Indeed, there is a constant requirement to maintain assets in good working state as the continuous flow of O&G is crucial for the offshore operators. Therefore, we think the predictability of revenue is high both from a backlog point of view (firm revenue) but even more so from recurring revenue from framework agreements with tier 1 O&G companies such as Equinor, Shell, or ConocoPhillips; and energy companies such as Vattenfall." While DeepOcean generates about 25% of revenue from greenfield projects in O&G, depending on the demand dynamics, the company can respond to lower demand in O&G installations by redeploying capacity to offshore wind or recycling projects, therefore hedging its exposure to O&G volatility further. Another support to stability is the high grade of regulation in the industry DeepOcean serves, which gives little leeway for operators to postpone maintenance. Earnings stability and customer retention can be seen through the following: -- Over 90% earnings visibility is supported by active frame agreements that have tenors of three years on average and a very high level of contract renewal. Furthermore, the firm order book of about $1.15 billion as of September 2025 provides high visibility. -- About 75% of revenue stems from less-cyclical operating expenditure and abandonment expenditure work. -- There is limited exposure to the more volatile exploration and development phase of the O&G industry. DeepOcean has a track record of integrating bolt-on acquisitions over the past 20 years, acquiring seven companies we would classify as small bolt-ons. With a base in Norway since its inception in 1999, DeepOcean has acquired companies to expand its presence in the U.S., West Africa, and more recently in Asia-Pacific and the Middle East though the acquisition of Shelf Subsea (2025). These acquisitions increased not only its area of operations, but also its density and portfolio of services, notably strengthening capabilities in pipelaying for the offshore wind industry. S&P has not assumed any material acquisitions in its base-case scenario but recognize that the company could undertake smaller bolt-on transactions to improve presence in a certain region or field of expertise, but within the financial policy framework of a maximum net leverage ratio of 2.5x. Healthy EBITDA margins and modest capex support cash flow. DeepOcean's cost structure is well balanced between direct project costs (materials and consumable) that are directly linked to level of project activity, labor costs (engineers in particular) that are flexible given about a third of staff being contractors, and finally charter vessel costs, leased on periods of one month to two years, enabling to pass on and adapt costs depending on market conditions. This flexible cost structure, combined with very low maintenance capex (the company owns only two vessels), allows for robust free operating cash flow before and after lease payments, a key credit strength. Continued gradual improvement in EBITDA margins since 2020 demonstrate this. With an S&P Global Ratings-adjusted EBITDA margin of above 30%, DeepOcean is placed favorably among oilfield services companies, although lower than most offshore drillers, but those companies face much higher volatility through the cycle. S&P notes a certain seasonality, especially for work in harsh environments, resulting in revenue geared toward the second half of the year, with intrayear working capital variations (peak to trough) of up to $100 million. The company has modest capex requirements and plans to invest about $30 million (about 3% of revenue), including growth capex. However, maintenance is only up to $10 million per year and growth capex is discretionary. DeepOcean's small scale of operations, geographic concentration, and key customer reliance are tempering stable earnings and the company's agile cost structure. DeepOcean has a commanding market share in the North Sea, reflected in the long-term contract recently signed with Equinor. And while a small number of global companies and local players dominate IMR markets, the backlog is strongly geared toward Norway. Furthermore, the total size of the addressable market is limited given the niche operations, and the O&G serviceable subsea market could reach $7 billion by 2030, with DeepOcean having prospective market share of 15%-20% (according to the company). S&P said, "The top 10 customers represent about half of revenue, a risk we think is partially mitigated by firm framework agreements and longstanding relationships that make service provider changes more difficult. The latter also explains why we do not expect organic revenue growth of more than 1%-4%." S&P said, "Financial sponsor ownership and policy constrain our rating on DeepOcean. We forecast adjusted debt to EBITDA of less than 3x in 2026-2027. We have not factored in additional returns to shareholders and although acquisitions are possible, we anticipate the company to fund those with business-generated cash to maintain leverage below 2.5x, in line with its policy. Our financial risk assessment reflects our view of the financial sponsor's leverage tolerance. The debt documentation allows DeepOcean to distribute dividends only when consolidated net leverage is below 2.5x, limiting risk to the balance sheet. The company's stated financial policy is to keep company-calculated net debt to EBITDA below 2.5x. Overall, the 'BB-' rating reflects the favorable financial risk profile compared with that of peers and the solid cash flow as partial mitigants to our opinion of the company's financial policy. "We base the stable outlook on our forecast that DeepOcean will maintain adjusted debt to EBITDA of below 3x over the next 12 months with EBITDA expansion at 1%-4%. We do not anticipate any significant operational setbacks because backlog and recurring revenue offers high predictability. "We could lower the ratings if adjusted debt to EBITDA materially exceeded 3.0x for a prolonged period. This might be because of lower-than-expected profitability or because the company has issued significant additional debt not backstopped by a corresponding improvement in profitability, reflecting the S&P Global Ratings-adjusted EBITDA margin falling below 30%. This would indicate a less conservative approach to leverage than formulated in the company's leverage target and financial policy. We could also lower the ratings if discretionary cash flow or liquidity deteriorated materially. "We see limited potential for an upgrade in the next 12 months, given DeepOcean's lack of scale, as well as its customer and geographic concentration, and financial sponsor ownership. Beyond then, potential rating upside could arise from a changed risk profile, potentially from a partial or full divestment leading to a shareholding structure we would view as less risky." DOWSON 2025-1: S&P Assigns 'B- (sf)' Rating to 2 Note Classes ------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Dowson 2025-1 PLC's class A, B, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X1-Dfrd notes. The class X1-Dfrd and X2 notes are excess spread notes. The proceeds from the class X1-Dfrd notes were used to fund the initial required cash reserves, the premium portion of the purchase price, to pay certain issuer expenses and fees, and to pay any upfront swap premium due to the swap provider. Dowson 2025-1 is the eighth public securitization of U.K. auto loans originated by Oodle Financial Services Ltd. S&P also rated the first seven Dowson securitizations, which were issued between September 2019 and October 2024. S&P does not believe that the transaction will be affected by the Financial Conduct Authority's (FCA's) proposed redress scheme for missold car finance loans. The pool does not include any agreements within the scope of the current proposal for the scheme. Oodle is an independent auto and consumer lender in the U.K., with a focus on used car financing for prime and near-prime customers. The underlying collateral comprises fully amortizing fixed-rate auto loan receivables arising under hire purchase (HP) agreements granted to private borrowers resident in the U.K. for the purchase of used and new vehicles. There are no personal contract purchase (PCP) agreements in the pool. Therefore, the transaction is not exposed to residual value risk. Of the underlying collateral, 6.7% was previously securitized in Dowson 2022-1 PLC, 9.0% was previously securitized in Dowson 2022-2 PLC, and 0.57% was previously securitized under Dowson 2021-1 PLC and Dowson 2021-2. Of the pool, 15.6% consists of multipart agreements that include certain add-on components. These cover insurance, warranties, and refinancing of amounts owed by the obligor under any preexisting HP, lease, or other auto finance agreement, which is terminated by the obligor upon entering a new agreement. The add-on components comprise about 1.5% of the pool. Collections are distributed monthly with separate waterfalls for interest and principal collections, and the notes amortize sequentially until the subordination for the class A notes reaches 38%. After this point, the asset-backed notes will amortize pro rata, subject to nonreversible sequential amortization triggers. At closing, a combination of note subordination, the availability of collateralized notes reserve fund, and any available excess spread provided credit enhancement for the rated notes. The class A reserve fund provides liquidity support to the class A notes, the class B reserve fund provides liquidity support to the class A and B notes, and the collateralized notes reserve fund provides liquidity support and credit enhancement to the class A to F-Dfrd notes. Oodle is the initial servicer of the portfolio. A moderate severity and portability risk assessment, combined with a low disruption risk assessment, results in no cap on the transaction ratings. The transaction features a backup servicer, Lenvi Servicing Ltd. The assets pay a monthly fixed interest rate, and all notes pay compounded daily Sterling Overnight Index Average (SONIA) plus a margin subject to a floor of zero. Consequently, the notes benefit from an interest rate swap with a fixed amortization profile, with an option to rebalance subject to the satisfaction of certain conditions. S&P's structured finance operational risk and sovereign risk criteria do not constrain the assigned ratings. The legal opinions adequately address any legal risk in line with its criteria. Ratings Available Legal Amount credit enhancement final Class Rating* (mil. GBP) at closing (%)§ Interest maturity A AAA (sf) 227.50 35.30 Daily compounded Dec 2032 SONIA plus 0.90% B AA (sf) 35.00 25.30 Daily compounded Dec 2032 SONIA plus 1.10% C-Dfrd A (sf) 24.50 18.30 Daily compounded Dec 2032 SONIA plus 1.50% D-Dfrd BBB+ (sf) 19.25 12.80 Daily compounded Dec 2032 SONIA plus 1.90% E-Dfrd BB (sf) 19.25 7.30 Daily compounded Dec 2032 SONIA plus 2.90% F-Dfrd B- (sf) 24.50 0.30 Daily compounded Dec 2032 SONIA plus 5.25% X1-Dfrd† B- (sf) 26.25 0.00 Daily compounded Dec 2032 SONIA plus 4.15% X2† NR 17.50 0.00 Daily compounded Dec 2032 SONIA plus 4.50% *S&P said, "Our ratings on the class A and B notes address the timely payment of interest and ultimate payment of principal, while our ratings on the class C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X1-Dfrd notes address the ultimate payment of both interest and principal no later than the legal final maturity date. Our ratings also address the timely receipt of interest and full immediate repayment of all previously deferred interest on the class C–Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X1-Dfrd notes when they become the most senior class outstanding. §Available credit enhancement at closing comprised of subordination and the availability of the collateralized notes reserve fund. †The class X1-Dfrd and X2 notes are excess spread notes not backed by collateral. SONIA--Sterling Overnight Index Average. ENQUEST PLC: Moody's Affirms 'B3' CFR, Outlook Remains Stable ------------------------------------------------------------- Moody's Ratings has affirmed EnQuest plc's (EnQuest) corporate family rating of B3, along with the company's probability of default rating of B3-PD. Concurrently Moody's affirmed the Caa1 rating of the existing $465 million backed senior unsecured notes due 2027 and issued by EnQuest. The outlook remains stable. EnQuest announced on November 10, 2025 the refinancing of its existing $500 million reserve based facility (RBL) with a new $800 million RBL due in 2031. RATINGS RATIONALE EnQuest's refinancing of its RBL facility is credit positive as it improves the company's liquidity and provides additional flexibility to facilitate the execution of any potential acquisitions in the next 12-18 months. Moody's have lowered Moody's Brent price assumptions to $60/bbl in 2026 from $65/bbl in line with Moody's price assumptions. At the same time Moody's have revised upwards EnQuest average daily production towards 47 Mboe/d in 2027 (previously Moody's were expecting 40 Mboe/d in 2026) reflecting a number of recent company announcements on expansion outside the UK; in particular Moody's understands EnQuest is targeting production of 35 Mboed from its combined Southeast Asia assets by 2030, representing an increase of more than four times the current output in the region. EnQuest's gross debt has been steadily declining in the past few years, however, Moody's continues to view its level of indebtedness at the higher end of its rated peer group. Moody's expects Moody's adjusted E&P Debt / Average Daily Production to continue declining from $32,312/boepd as of June 30, 2025 to reach around $29,000/boepd by December 2026, approximately the time Moody's would expect the company to refinance its existing senior notes; the debt metric improvement, however, is largely driven by Moody's expectations of EnQuest increasing its average daily production rather than further decline in gross debt. EnQuest's B3 rating is supported by (1) a well-established presence on the UK Continental Shelf (UKCS) and increasing production from Southeast Asia (just over 30% in the first half of 2025, including Vietnam); (2) proven ability to optimize production from mid-life oilfields; (3) high direct operational control; and (4) a portfolio of 2P reserves that generates a positive Moody's adjusted free cash flow (FCF) under mid-cycle pricing conditions. EnQuest's rating, however, is constrained by (1) the small scale of its yearly production at 40-45 Mboe/d; (2) concentration within a mature region—the UK—which carries high production costs and still present fiscal and regulatory uncertainties; (3) its large exposure to end-of-life assets, requiring sustained M&A activity to maintain and grow existing production levels in the medium term; and (4) Moody's expectations of significant investments required from 2028 to launch production in Brunei, Sarawak Malaysia and Indonesia. LIQUIDITY EnQuest's liquidity is good. The company's liquidity profile has further improved following the refinancing of the existing RBL. The new RBL facility ($800 million, including a $400 million cash tranche and a $400 million letter of credit tranche with a maturity date of 2031) would provide EnQuest with a full $400 million of cash availability, an increase of $185 million versus the existing RBL facility. Moody's notes, however, that availability remains subject to periodic redetermination and could be lower in the future. Absent any M&A, Moody's expects the RBL to remain undrawn. Also Moody's expects EnQuest to remain FCF positive in Moody's forecasted period 2025-2027 based on Moody's base case price assumptions. The company had $331 million of available cash at the end of June 2025. STRUCTURAL CONSIDERATIONS The Caa1 rating on the existing $465 million backed senior unsecured notes is one notch below EnQuest's B3 CFR. This reflects the significant amount of secured liabilities that rank ahead the senior notes under Moody's loss given default framework, including trade payables and modelled RBL drawings. RATIONALE FOR THE OUTLOOK The stable outlook reflects Moody's expectations that EnQuest will continue to generate a stable, positive Moody's adjusted free cash flow (FCF) and maintain a mid-cycle target net leverage of 0.5x EBITDA (based on company's definition). The stable outlook is also calibrated around Moody's base case oil price assumptions and the expectation that there will be no additional adverse changes to the current EPL tax regime in the UK. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded over time if EnQuest sustainably expands its production and reserves and Moody's-adjusted Retained Cash Flow to Gross Debt (RCF/debt) remains sustainably above 25%. An upgrade would also require EnQuest to continue generating positive FCF and maintaining good liquidity through the cycle. The ratings could be downgraded if EnQuest's production sustainably declines below 40 Mboe/d or if RCF/debt falls below 15%. Negative pressure on the rating could also develop if the company's adopts a more aggressive financial policy, such as increasing leverage, or if Moody's were to assess the company's liquidity as no longer adequate. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Independent Exploration and Production published in December 2022. 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 EnQuest is a UK-based independent energy company operating in the UK North Sea and Southeast Asia. The company's strategy focuses on operating and optimising mid- and late-life production assets. In the twelve months ending June 30, 2025, the company produced an average of nearly 45 Mboe/ d, including the full annual production from Harbour Energy plc's (Baa2, stable) Vietnam business acquired earlier this year. LP EIGHTY NINE: Turpin Barker Appointed as Administrators --------------------------------------------------------- LP SD Eighty Nine Limited entered administration in the High Court of Justice, Court Number CR-2025-007827. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Waitrose Store, Honeybourne Way, Cheltenham, GL50 3QW. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew R. Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP EIGHTY-EIGHT: Turpin Barker Appointed as Administrators ---------------------------------------------------------- LP SD Eighty Eight Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007826. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is 56 Coronation Square, Edinburgh Place, Cheltenham, Gloucestershire, GL51 7SA. The joint administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew R. Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP FIFTY FOUR: Turpin Barker Appointed as Administrators -------------------------------------------------------- LP SD Fifty Four Limited was placed into administration in the High Court of Justice, Court Number CR-2025-7831. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is The Thorley Centre, Thorley, Bishops Stortford, Hertfordshire, CM23 4EG; 112 Deepdale Road, Preston, Lancashire, PR1 5AR; 7a Wyre View, Knott End-on-Sea, FY6 0AE; 5 Wyre View, Knott End-on-Sea, FY6 0AE. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP FIFTY TWO: Turpin Barker Appointed as Administrators ------------------------------------------------------- LP SD Fifty Two Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007834. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Watson Street, Teams, Gateshead, Tyne And Wear, NE8 2PQ; Rockwood Hill Road, Greenside, Ryton, Tyne And Wear, NE40 4AX; Adj Prospect Medical Group, 501 Westgate Road, Newcastle Upon Tyne, Tyne And Wear, NE4 8AY; 386 Linthorpe Road, Middlesbrough, County Durham, TS5 6HA. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew R. Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 E-mail: jhoots.creditors@turpinba.co.uk LP FORTY SEVEN: Turpin Barker Appointed as Administrators --------------------------------------------------------- LP SD Forty Seven Limited entered administration in the High Court of Justice, Court Number CR-2025-007816. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is 29 Derby Street, Hanley, Stoke On Trent, Staffordshire, ST1 3LE; Oldham Icc, New Radcliffe Street, Oldham, Lancashire, OL1 1NL; Werneth Primary Care Centre, Featherstall Road South, Oldham, Greater Manchester, OL9 7A. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP NINETY-THREE: Turpin Barker Appointed as Administrators ---------------------------------------------------------- LP SD Ninety Three Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007817. The company operates as a dispensing chemist in specialized stores. Its registered office is atJhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Unit 3, 26 Market Place, Mildenhall, IP28 7EF; Units 1 & 2, 27 Market Place, Mildenhall, IP28 7EF. The joint administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew R. Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP ONE HUNDRED FIVE: Turpin Barker Appointed as Administrators -------------------------------------------------------------- LP SD One Hundred Five Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007832. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is 9 Riley Square, Bell Green District Centre, Coventry, CV2 1LS. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP ONE HUNDRED ONE: Turpin Barker Appointed as Administrators ------------------------------------------------------------- LP SD One Hundred One Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007830. The company operates as a dispensing chemist in specialized stores. Its registered office is Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Adj Waitrose Supermarket, Harbour Road, Portishead, BS20 7DE. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew R. Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP ONE HUNDRED TEN: Turpin Barker Appointed as Administrators ------------------------------------------------------------- LP SD One Hundred Ten Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007828. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Unit 2 (Ground Floor), Ramleaze House, Shaw Village Centre, Ramleaze Drive, Shaw, Swindon, SN5 5PY. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew Richard Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk LP ONE HUNDRED: Turpin Barker Appointed as Administrators --------------------------------------------------------- LP SD One Hundred Limited was placed into administration in the High Court of Justice, Court Number CR-2025-007835. The company operates as a dispensing chemist in specialized stores. Its registered office is at Jhoots Pharmacy Scott Arms Medical Centre, Whitecrest, Great Barr, Birmingham, B43 6EE. Its principal trading address is Portishead Medical Group, Victoria Square, Bristol, BS20 6AQ. The administrators appointed on Nov. 6, 2025 are: Martin C. Armstrong Andrew R. Bailey Turpin Barker Armstrong Allen House, 1 Westmead Road Sutton, Surrey, SM1 4LA For further details, contact: Tel: 020 8661 7878 Email: jhoots.creditors@turpinba.co.uk MEADOWHALL FINANCE: S&P Raises Class C1 Notes Rating to 'BB (sf)' ----------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Meadowhall Finance PLC's class B notes to 'A (sf)' from 'BBB (sf)', class M1 notes to 'BB+ (sf)' from 'B+ (sf)', and class C1 notes to 'BB (sf)' from B- (sf). At the same time, S&P affirmed its 'A+ (sf)' ratings on the class A1 and A2 notes. S&P has resolved the UCO placements of all classes of notes. Rating rationale S&P said, "The rating actions follow the publication of our global CMBS methodology and assumptions, as well as our review of the most recent performance data. The transaction's credit and cash flow characteristics have steadily improved following structural changes in the retail sector. These changes initially had a negative effect on the sector, but metrics have since stabilized, especially for prime shopping centers such as Meadowhall Shopping Centre. Vacancies remain low and contractual rents have been increasing. The S&P Global Ratings value is 13% higher than at our previous full review in July 2024. In addition, under our revised CMBS methodology and assumptions, we no longer apply a negative adjustment for large loan size to our recovery rates." Transaction overview Meadowhall Finance is a secured U.K. commercial mortgage-backed securities (CMBS) transaction that closed in 2006, with notes totaling GBP1.015 billion, which included GBP175.0 million in unissued reserve notes. The single loan is secured on Meadowhall Shopping Centre, one of the U.K.'s largest shopping centers located in Sheffield, South Yorkshire. In May 2024, The British Land Company PLC (British Land) entered into a sale and purchase agreement to sell its ownership interest in the center to a member of the Norges Bank group of companies (Norges). The shopping center has been fully owned by Norges since July 12, 2024. British Land remains the asset manager for the shopping center. The current securitized loan balance is GBP380.9 million. At closing, two reserve tranches (the M1 and C1 reserve notes) were created, but remain unissued. While the issuance of these reserve tranches is subject to certain conditions (including rating agency confirmation), S&P's analysis assumes a full issuance of the class M1 and C1 reserve notes, which currently total GBP128.5 million. As of March 31, 2025, the property's reported market value was GBP737.0 million, which reflects a 7.0% increase from the valuation as of our July 2024 review. Since S&P's July 2024 review, rental performance has decreased. The annual passing rent has decreased by 3. 2% to GBP65.6 million from GBP67.8 million, and contracted rent has marginally decreased by 0.3% to GBP71.6 million from GBP71.8 million. The valuer's estimated rental value (ERV) has increased by 7% to GBP62.5 million from GBP58.2 million. As of March 2025, the property's reported occupancy remained stable at 98.0%. At the same time, the property experienced a reduction in the weighted-average unexpired lease term until first break to 3.1 years from 3.6 years, indicating shorter terms for new leases and an increasing risk in lease turnover. The tenant profile is diversified and comprises a combination of internationally and nationally recognized retailers. The largest retail tenants include Primark, Zara, Sportsdirect, JD Sports, Next, Boots, H&M, Goldsmiths, River Island, and Apple. The top 5 tenants account for 18.2% of contracted rent. The total amount of unpaid rent outstanding from tenants is GBP5.0 million, which is unchanged from a year ago but down from GBP9.0 million at S&P's 2023 review. Funds in the excess cash flow reserve account from the October 2025 interest payment date are GBP37.4 million, up from GBP27.0 million as of April 2024. These funds are available for debt service. Per the transaction documentation, the funds may be released if the loan-to-value LTV ratio is below 50%, and either (i) British Land holds at least 50% of the partnership interest in the borrower, or (ii) the net coverage ratio on the two preceding calculation dates has been at least 1.20x. The current LTV ratio, including funds in the reserve account, is 51.6% and the net coverage ratio is 3.86x. S&P said, "Since our July 2024 review, our S&P Global Ratings value has increased by 2.8% to GBP600.00 million from GBP583.4 million. We have assumed a higher fully let rent in line with the increased ERV of the property. Our vacancy assumption remains at 10.0%. Notably, the unit previously occupied by Debenhams has been successfully relet to The Frasers Group as of October 2023. The vacancy rate at the center is also lower than the broader vacancy rate at U.K. shopping centers, which remains elevated at 16.9% as of 2025. We have raised our nonrecoverable expense assumption to 20% as nonrecoverable expenses have increased due to inflation, which is comparable with other U.K. shopping centers. Our S&P Global Ratings net cash flow (NCF) has increased by 7.4% to GBP47.8 million from GBP44.5 million. "Our S&P Global Ratings cap rate remains unchanged, at 7.50%, in light of the higher retail yields that have persisted for a few years now and that had already widened before the interest rate increases in 2022-2023. We applied the cap rate against the S&P Global Ratings NCF to arrive at our S&P Global Ratings value." Table 1 Loan And Collateral Summary Review as of Review as of Review as of November 2025 July 2024 Feb 2023 Securitized Loan Balance 398.2 435.2 482.0 Securitized LTV ratio (%)* 51.6 60.8 66.6 Securitized loan balance 509.4 567.2 617.2 including the class M1 and C1 reserve notes (mil. GBP) Securitized loan LTV 69.1 82.3 87.3 including the class M1 and C1 reserve notes LTV ratio (%) Reported passing rent per year 65.6 67.8 66.5 (mil. GBP) Vacancy rate (%) 2.2 2.0 5.2 Market value (mil. GBP) 737 689 707 Equivalent yield (%) 7.76 7.88 6.99 *Including GBP37.4 million excess cash flow reserve in March 2025, GBP27.0 million in 2024, and GBP16.6 million in 2023. LTV--Loan to value. Table 2 S&P Global Ratings' Key Assumptions Review as of Review as of Review as of November 2025 July 2024 Feb 2023 S&P Global Ratings fully let rent (mil. GBP) 62.5 58.2 53.4 S&P Global Ratings vacancy (%) 10 10 13 S&P Global Ratings expenses (%) 20 15 10 S&P Global Ratings net cash flow (NCF) (mil. GBP) 45.0 44.5 41.8 S&P Global Ratings value (mil. GBP) 600.0 583.4 588.5 S&P Global Ratings cap rate (%) 7.50 7.25 6.75 Haircut-to-market value (%) 18.6 15.3 16.8 Class A1 and A2 S&P Global Ratings LTV ratio (before recovery rate adjustments) (%) 47.2 56.8 63.4 Class B S&P Global Ratings LTV ratio (before recovery rate adjustments) (%) 63.5 74.6 81.9 Class M1 S&P Global Ratings LTV ratio (before recovery rate adjustments) (%) 75.3 87.3 95.1 Class C1 S&P Global Ratings LTV ratio (before recovery rate adjustments) (%) 84.9 97.2 104.9 NCF--Net cash flow. LTV--Loan to value. Property and loan-level adjustments For this transaction, S&P made a 2.5% positive adjustment to its recovery rates, which reflects leverage and an asset quality score of 3.0 and an income stability score of 3.5. Other analytical considerations S&P said, "We also analyzed the transaction's payment structure and cash flow mechanics. We assessed whether the cash flow from the securitized asset would be sufficient, at the applicable rating, to make timely payments of interest and ultimate repayment of principal by the legal maturity date of the fixed- and floating-rate notes, after considering available credit enhancement and allowing for transaction expenses and external liquidity support." The risk of interest shortfalls is mitigated by a GBP75 million facility that provides liquidity support to service interest on the notes and scheduled principal repayments on the class A notes, if needed. While current rental income is sufficient to make interest and principal payments on the notes, our S&P Global Ratings NCF is insufficient to make all interest and scheduled principal payments in full. Should rents rebase to the ERV, the transaction could experience shortfalls in the scheduled principal payments and the liquidity facility may be drawn. The amount of the facility available is restricted to not greater than 70% of the facility for the class B notes, 45% for the class M1 notes, and 10% for the class C1 notes. However, interest does not accrue on the reserve tranches, the class M1 and C1 notes, which remain unissued. S&P's analysis also included a full review of the legal and regulatory risks, operational and administrative risks, and counterparty risks. Our assessment of these risks remains unchanged since closing and is commensurate with the ratings. Rating actions S&P said, "Our ratings in this transaction address the timely payment of interest, payable quarterly, and the payment of principal no later than the legal final maturity date in July 2037. "The transaction's credit quality has steadily improved in the years since the structural shift in the retail sector. Our opinion of the property's long-term sustainable value is 2.8% higher than at our July 2024 review due to an increase in our assumptions for S&P NCF and because we no longer deduct 5% purchasers' costs. The S&P Global Ratings LTV ratio (including the M1 and C1 notes' balances) is 84.9%, down from 97.2%. The S&P Global Ratings LTV ratio excluding the class M1 and C1 notes, which are undrawn tranches, is 51.6%, down from 60.8% at our previous review. "The ratings on the A2, M1, and C1 notes are capped at the swap counterparty rating as the swap documents do not comply with our current counterparty criteria. All the ratings in the transaction are capped at 'A+' per our criteria due to the transaction comprising a single asset, which has an asset quality score of 3.0." The ratings on the class B and C1 notes have been notched down by one notch to reflect their place in the capital structure and subordination levels. The rating on the class B notes could be higher, but as there is a restriction on the amount of liquidity that can be drawn for this class of notes and the interest burden not being fully repaid in a default scenario, S&P has restricted the upgrade on this class of notes to below investment grade. PETROFAC LIMITED: Fitch Lowers IDRs to 'D' ------------------------------------------ Fitch Ratings has downgraded Petrofac Limited's (Petrofac) Long- and Short-Term Issuer Default Ratings to 'D' from 'RD' (Restricted Default) and affirmed its senior secured debt rating at 'C'. The Recovery Rating is 'RR5'. The downgrade reflects Petrofac's application for administration after TenneT Holding B.V., (TenneT) cancelled its order with Petrofac. This is in line with Fitch's definition of 'D' ratings. Key Rating Drivers Filing for Administration: Petrofac filed for administration after TenneT terminated its contract on a significant 2 GW offshore wind project. Fitch estimates that TenneT's orders made up about 30%-40% of Petrofac's overall order backlog as of June 2025 and this cancellation will severely affect the future cash flows of Petrofac's engineering and construction operating entities. Petrofac continues to face an uncured default on interest payments for its USD600 million senior secured notes, which will be addressed in the administration process. In addition, Fitch will assess the ratings once the group's debt reorganisation is completed or may withdraw the ratings after 30 days. Peer Analysis Petrofac's 'D' Long-Term IDR indicates that it is not appropriate to compare the company with peers. Key Assumptions - No Fitch forecasts from 2025 due to the lack of clarity on the business plan - Negative EBITDA and negative free cash flow in 2024 Recovery Analysis The recovery analysis assumes that Petrofac would still be reorganised as a going concern in bankruptcy rather than liquidated primarily due to its assets solutions business. Fitch assumed that the overall debt of USD845 million comprising USD600 million senior secured notes, its USD127 million revolving credit facility (with full drawdown), USD71 million term loans and remaining unpaid accrued interest. Fitch assumed that all debt instruments rank equally. Fitch's going-concern EBITDA of USD50 million reflects its view of a sustainable, post-reorganisation EBITDA on which Fitch bases the enterprise valuation. Fitch applied a distressed EBITDA multiple of 4x to calculate a going concern enterprise value. The choice of multiple mainly reflects Petrofac's market position being offset by weak revenue visibility and demand volatility in the oil and gas markets. After deducting 10% for administrative claims, its waterfall analysis generated a ranked recovery for the senior secured debt in the Recovery Rating 'RR5' band, indicating a 'C' instrument rating for the company's USD600 million senior secured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Negative rating actions are not possible as the company is at the lowest level of the rating scale Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch may reassess the IDRs upon the completion of the group's debt reorganisation Liquidity and Debt Structure Petrofac's liquidity is insufficient to cover its interest payments or repay debt under its maturity schedule. Issuer Profile Petrofac is an international engineering and construction service provider to the oil and gas production and processing industry. 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 Petrofac Limited has an ESG Relevance Score of '4' for Financial Transparency due to a delay in the publication of annual audited financial statements which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Petrofac Limited LT IDR D Downgrade RD ST IDR D Downgrade RD senior secured LT C Affirmed RR5 C ROTHERMERE CONTINUATION: S&P Assigns 'BB-' LT Issuer Credit Rating ------------------------------------------------------------------ S&P Global Ratings assigned its 'BB-' long-term issuer credit rating to Rothermere Continuation Holdings Ltd. (RCHL) and affirmed its 'BB-' long-term issuer credit rating on Daily Mail & General Trust PLC (DMGT). S&P said, "We also affirmed our 'BB-' issue-level rating on DMGT's senior unsecured bonds due 2027 with a '3' recovery rating, reflecting our expectation for meaningful (60%) recovery prospects. "The stable outlook reflects our view that the group's revenues will resume low growth, its S&P Global Ratings-adjusted EBITDA margin will gradually improve to about 9%, and its S&P Global Ratings-adjusted leverage will return to below 3.0x over the next 12 months." On Oct. 23, 2025, Rothermere Continuation Ltd. (RCL), the controlling shareholder of U.K.-based media group DMGT, announced it reorganized the group such that a new holding company RCHL will directly own DMGT and some of its non-U.K. subsidiaries (including Trepp and others). In S&P's view, DMGT remains a core subsidiary of the group. RCHL also provided an unconditional guarantee for DMGT's senior unsecured bonds and revolving credit facility (RCF). S&P said, "Our rating on RCHL, the new parent of the group, reflects that its credit quality is in line with that of DMGT prior to the group reorganization. On Oct. 23, 2025, a new holding company, RCHL, became the parent of the group and now directly owns DMGT and some of its non-U.K. subsidiaries that were owned by DMGT. Hence, the RCHL group has the same group perimeter as DMGT prior to the reorganization, and we understand it does not hold any other assets or liabilities. "RCHL has also provided an irrevocable and unconditional guarantee for the senior unsecured bonds due 2027 issued by DMGT, which provides lenders with the same recourse as before the reorganization. We expect the group's scope, strategy, and financial policy will remain unchanged. We also understand that going forward, RCHL will report consolidated financial accounts, so we will continue rating it as the group parent. "We assess DMGT as a core subsidiary of RCHL, given that it constitutes the majority of the group's earnings and cash flow generation, contributing approximately 70% of group revenues and 60% of group EBITDA, and maintains its funding through the outstanding unsecured bonds and RCF. We therefore view DMGT's credit quality as in line with that of the RCHL group. "We expect the group to return to low revenue growth in fiscal year 2026 and gradually strengthen profitability. We forecast a 2% revenue decline in fiscal 2025 because of pressured advertising revenue, lower one-off revenues from managed events, and a temporary weakness in the property market. The group's revenue will resume modest growth from fiscal 2026, driven by events and exhibitions recovering thanks to solid demand in both core and managed events, particularly in the Middle East. "We also project steady revenue growth of 5% in the property information segment from fiscal 2026, driven by continued growth in the U.S. and RCHL gaining market share in the U.K. property market, which has been subdued due to high interest rates and possible property tax changes in the U.K. That said, we expect a 3% decline in consumer media will continue despite cover price increases, caused by a continued secular decline in print. We also believe advertising revenue will remain volatile. "Over the past years, high exceptional costs as well as increased staff and printing costs weighed on RCHL's profitability, and we estimate they will remain material in fiscal 2025, leading to our expectation that its S&P Global Ratings-adjusted EBITDA margin will slightly decline to 7.5%. We expect margins to gradually improve from fiscal 2026 to 9% by fiscal 2027 on declining exceptional costs, control over other operating costs, and the transfer of production to a new supplier in 2024. "We expect RCHL's S&P Global Ratings-adjusted leverage to reduce below 3.0x in fiscals 2026 and 2027. We forecast leverage will temporarily increase to 3.4x as higher exceptional costs weaken S&P Global Ratings-adjusted EBITDA and higher lease liabilities increase its S&P Global Ratings-adjusted debt in fiscal 2025. From fiscal 2026, we expect leverage will improve to less than 3.0x, driven by a return to revenue growth and lower exceptional costs. "Our adjusted debt calculation for RCHL includes the outstanding GBP146.5 million of the senior unsecured bonds issued by DMGT due 2027, GBP65 million of financial leases, and other minor adjustments. In our base case, we assume the group will refinance the bond in advance of it becoming current but note that even without refinancing, the group should maintain adequate liquidity as the maturity approaches. "The stable outlook reflects our view that over the next 12 months, RCHL's revenues will resume low growth, driven by its property and events operations and partly offset by a decline in consumer media, and its S&P Global Ratings-adjusted EBITDA margin will gradually improve to about 9%. We expect S&P Global Ratings-adjusted leverage will return to below 3.0x and free operating cash flow (FOCF) to debt will increase to above 20%." S&P could lower its rating on RCHL if its S&P Global Ratings-adjusted debt to EBITDA exceeds 3.5x. This could occur if: -- The company follows a more aggressive financial policy than S&P assumes in its base case scenario--for example, if it pursues debt-funded acquisitions or higher dividend payments that lead to higher leverage; or -- S&P Global Ratings-adjusted EBITDA declines more substantially than we forecast--for example, if consumer media earnings decline steeply or property information revenue weakens. S&P said, "We view an upgrade as unlikely. We would consider raising the rating if RCHL materially increases its scale and scope of operations, sustainably grows organic earnings, and significantly improves margins. This would need to be supported by the company's commitment to and demonstrated track record of a conservative financial policy that would support stronger credit metrics compared with our base case." ********* 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 * * *