251127.mbx

251127.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Thursday, November 27, 2025, Vol. 26, No. 237 Headlines F R A N C E ETNA FRENCH: Fitch Affirms 'B' Long-Term IDR, Outlook Stable G E R M A N Y PROTECT HOLDCO: Fitch Assigns 'B+' Long-Term IDR, Outlook Stable VANIR LOGISTICS: S&P Assigns Prelim BB (sf) Rating to Cl. E Notes I R E L A N D ARBOUR CLO IX: Moody's Affirms B3 Rating on EUR12MM Class F Notes ARES EUROPEAN XVIII: S&P Assigns B- (sf) Rating to Class F-R Notes ARINI EUROPEAN II: S&P Assigns B- (sf) Rating to Cl. F-R Notes CONTEGO CLO IV: S&P Assigns B- (sf) Rating to Class F-R-R Notes CVC CORDATUS XXX: S&P Assigns B- (sf) Rating to Class F-1-R Notes DRYDEN 125 2024: S&P Assigns B- (sf) Rating on Class F Notes INDIGO CREDIT IV: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes JUBILEE 2020-XXIV: Fitch Assigns B-sf Final Rating to Cl. F-R Notes LUCCA FINANCE: Moody's Assigns (P)Ba2 Rating to Class E Notes PENTA CLO 15: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes PENTA CLO 15: S&P Assigns Prelim B- (sf) Rating to Cl. F-R Notes PROVIDUS CLO XIII: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes VOYA EURO VI: S&P Assigns B- (sf) Rating to Class F-R-R Notes L U X E M B O U R G ARD FINANCE: S&P Withdraws 'CCC+' Long Term Issuer Credit Rating R U S S I A UZBEKISTAN: S&P Ups Sovereign Credit Ratings to BB, Outlook Stable UZBEKNEFTEGAZ JSC : Fitch Affirms 'BB' LT IDR, Outlook Stable UZEX JSC: Fitch Affirms 'B' Long-Term IDR, Alters Outlook to Pos. S P A I N [] Moody's Takes Rating Action on 3 Spanish RMBS Deals S W E D E N POLESTAR AUTOMOTIVE: To Adjust ADS Ratio by Yearend 2025 U K R A I N E BANK ALLIANCE: S&P Downgrades ICR to 'CCC', Outlook Negative U N I T E D K I N G D O M A.M. SEAFOODS: FRP Advisory Appointed as Joint Administrators AIB GROUP: S&P Raises Junior Subordinated Debt Rating to 'BB+' ANTLER MORTGAGE 1: Fitch Puts 'B+sf' Final Rating to F Notes ARTS ALLIANCE: BDO LLP Appointed as Joint Administrators B&M FISHING: FRP Advisory Appointed as Joint Administrators BRIGHTSTAR LOTTERY: Fitch Affirms 'BB+' IDR, Alters Outlook to Neg. CARBON8 SYSTEMS: Quantuma Advisory Appointed as Administrators CURVALUX UK: Grant Thornton Appointed as Joint Administrators DOWSON 2025-1: Fitch Assigns 'B-sf' Final Rating to Two Tranches FLINT GROUP: Moody's Affirms 'Caa2' CFR, Outlook Remains Stable GILBERT MEHER: Quantuma Advisory Appointed as Joint Administrators KILDAVANAN SEAFOODS: FRP Advisory Named as Joint Administrators ORIFLAME INVESTMENT: Fitch Lowers Long-Term IDR to 'C' STRIDE SUPPLIES: Kroll Advisory Appointed as Joint Administrator VINCICO ELECTRONICS: PBC Business Appointed as Administrator - - - - - =========== F R A N C E =========== ETNA FRENCH: Fitch Affirms 'B' Long-Term IDR, Outlook Stable ------------------------------------------------------------ Fitch Ratings has affirmed Etna French BidCo SAS, Exclusive Networks SA, and Everest SubBidCo SAS's (collectively, Exclusive) Long-Term Issuer Default Ratings (IDR) at 'B'. The Outlooks are Stable. Fitch has also assigned the companies' senior secured term loans, final 'B+' ratings with Recovery Ratings of 'RR3'. Exclusive's ratings are supported by its strong position as a cybersecurity specialist and value-added distributor for more than 200 vendors globally. The rising need for data security and management due to increasing cyberattacks and complex regulatory environments, and high customer retention, support its credit profile. Exclusive is well positioned to capitalise on market trends, particularly as it increases its presence in North America. Fitch-defined EBITDA leverage is high at 7.4x in 2025. However, Fitch expects leverage to improve, although remaining above 5.5x, with cash flow from operations (CFO) minus capex/total debt remaining above 5%, which would be adequate for the rating. Key Rating Drivers High Leverage, Deleveraging Capacity: Fitch expects Exclusive's Fitch-defined EBITDA leverage to be 7.4x at end-2025 but forecast it will decline to below 7.0x by 2026 through revenue and EBITDA growth. EBITDA will benefit from operating leverage and cost savings. Fitch's leverage calculation includes EUR434 million of off-balance-sheet factoring receivables in its debt calculation. Fitch expects limited deleveraging as Exclusive's private equity ownership will likely prioritise return on equity maximisation over debt prepayment. This strategy could include acquisitions to broaden its market position. Leverage in 2025 is higher than initially expected under its forecasts, following a large increase in off-balance-sheet factoring utilisation to EUR434 million in 2024, from EUR300 million in 2023. Fitch treats off-balance-sheet factoring as debt, so increased use affects Fitch-defined EBITDA leverage metrics. The company's working capital and factoring needs are subject to seasonality with a peak at year-end, as average amounts are lower during the year. Recurring Revenue with High Retention: About 75% of Exclusive's revenue is recurring (software and maintenance services), with high net retention rates; the remaining 25% comes from sale of complementary cybersecurity-related hardware products, including firewalls, routers and access point names. Strong revenue retention implies the cybersecurity products are mission-critical and demand repeatable, solidifying Exclusive's market position. Fitch expects resilient market growth due to continuing increases in the underlying demand for security products and the need for specialised, expert distributors to bridge the geographical gap for vendors. Strong Cash Flow Conversion: Exclusive has strong EBITDA-to-free cash flow (FCF) conversion due to recurring revenue, stable EBITDA, and minimal capex requirements. Fitch expects FCF margins to be mid-to-high single digits, and the (CFO-capex)/debt ratio to be 3%-10% through the forecast period, consistent with Fitch-rated 'B' technology peers. FCF margins are driven by some operating leverage and cost savings from public listing savings and NextGen synergies. Vendor Concentration: Exclusive's vendors and original equipment manufacturers have coverage across the full security landscape. Its two largest vendors represented over 50% of 2024 gross sales. Exclusive's role is crucial for vendors to efficiently expand their global reach, especially as most are based in the US. The risk of losing a big vendor is low due to mutual benefit and co-dependence. Exclusive is also the major value-added distributor for its two biggest vendors. Exclusive serves customers in 170 countries, with no single vendor representing more than 10% of the share in any one country. Cybersecurity Specialist in Fragmented Industry: Exclusive is a leader in the cybersecurity value chain with strong revenue growth and market share gains. Gross sales have had about 25% CAGR over the past 10 years. This reflects the business's strength and operating discipline, particularly given the fragmented industry and competition. IT distribution is led by Ingram Micro Holding Corporation (BB/Stable) and TD Synnex Corporation (BBB-/Stable), but their portfolios are more concentrated on IT hardware. Exclusive's portfolio is 90%-92% cybersecurity offerings, and it competes more with regional specialists such as Westcon and Infinigate. Secular Trends Support Growth: Exclusive benefits from the expanding cybersecurity industry, which Fitch forecasts would have CAGR in the low teens in a normal economic environment. Fitch expects the global spend on cybersecurity products and services to reach about USD300 billion by 2027, from about USD200 billion now as the importance of cybersecurity has risen and high-profile cybersecurity breaches have heightened awareness of the need for more comprehensive cybersecurity solutions. M&A Strategy: Fitch believes M&A remains a central growth strategy to drive organic revenue through cross-selling opportunities. Exclusive will remain acquisitive among cybersecurity distributors given the still considerable industry fragmentation, with the aim of deepening its penetration in US and Asia-Pacific. It has made around 20 acquisitions in the past 10 years, including Ingecom, Consigas and NextGen group. Acquisitions may increase operational risks and cause a temporary leverage increase, but Exclusive has a solid record of integrating acquired companies and de-leveraging within a reasonable time. Significant Customer Diversification: Exclusive serves over 100,000 customers across diverse industries, including financial services and banking in various geographies. The diverse customer base effectively minimises the idiosyncratic risks associated with individual end-markets and should reduce revenue volatility. Fitch believes customer and geographical diversification also mitigate potential risks associated with particular vendors. Peer Analysis Fitch compares Exclusive with cybersecurity software peers, such as Darktrace Finco US LLC (B/Stable), Sophos Intermediate I Limited (B/Stable), Proofpoint, Inc (B/Stable) and Ivanti Software, Inc (B-/Stable). Exclusive's revenue scale, business model, recurring revenue profile and strong retention rates compare favourably with these peers. Exclusive has been growing at rates similar to the industry average, but its profitability, as measured by EBITDA margins, is lower than software industry peers as it is a cybersecurity value-added distributor and does not benefit from operating leverage like that of software companies. Fitch expects Exclusive's (CFO-capex)/debt to be over 6% in 2027, consistent with Fitch-rated peers in the 'B' category. Fitch expects Exclusive's EBITDA leverage to go below 7x in the next two years, which is also in line with the peer range (4x-7x). To a lesser degree, Fitch also compares Exclusive with wholesale distributors. Within the IT distribution market, peers include TD Synnex and Ingram, which are primarily wholesale IT hardware distributors, with much lower leverage than Exclusive. Key Assumptions Fitch's Key Assumptions Within the Rating Case for the Issuer - Organic revenue growth in high single-digits - Fitch-defined EBITDA margin to rise slightly in 2025 to 13.2%, from 13.1% in 2024, with small annual margin gains - Capex intensity of 0.4% throughout forecast - Debt repayment limited to mandatory amortisation - Euribor rate average of 2.50% in 2025, and 2.00% thereafter - Factored receivables debt adjustment assumed to grow from EUR434 million at 2024 to EUR464 million by end-2027 - Aggregate acquisitions of EUR250 million assumed through 2028 with a 5x enterprise value/EBITDA multiple Recovery Analysis KEY RECOVERY RATING ASSUMPTIONS - The recovery analysis assumes that Exclusive would be recognised as a going concern in bankruptcy rather than liquidated. - Fitch has assumed a 10% administrative claim. Going Concern Approach In the event of a bankruptcy reorganisation, Fitch expects Exclusive would suffer higher churn due to increased competition in the industry and loss of some of its vendors, putting pressure on revenue and compressing EBITDA margins on lower revenue scale. Fitch assumes a going concern EBITDA of EUR200 million, about 20% below the projected level of 2025 EBITDA, plus additional EBITDA of EUR25 million due to acquisitions made through the DDTL draw, resulting in a going concern EBITDA of EUR225 million. Fitch assumes an enterprise value/EBITDA multiple of 6.5x. The estimate considers several factors, including the mission-critical nature of products and services offered, recurring nature of most revenues, high net retention, secular growth drivers for the sector and industry technical expertise. The enterprise value multiple is supported by the following: - The historical bankruptcy case study exit multiples for technology peer companies ranged from 2.6x to 10.8x, with 5.9x median. - Of these companies, only three were in the Software sector: Allen Systems Group, Inc., Avaya, Inc. and Aspect Software Parent, Inc., which received recovery multiples of 8.4x, 8.1x and 5.5x, respectively. - Exclusive was acquired at about 11x pro forma EBITDA by sponsors. - The recurring nature of Exclusive's revenue and mission-critical nature of the product and solutions support the high end of the range, supported by high cash conversion. Assuming the EUR235 million revolving credit facility would be fully drawn upon default, its assumptions result in a Recovery Rating of 'RR3' for the senior secured debt with an instrument rating of 'B+'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch's expectation of EBITDA leverage sustained above 7.5x - (CFO-capex)/debt sustained below 3% - EBITDA interest coverage sustained below 2.5x - Deterioration in operating performance due to increased competition or reduced net retention rate, leading to organic revenue growth approaching 0% Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch's expectation of EBITDA leverage sustained below 5.5x - (CFO-capex)/debt sustained above 7% - Organic revenue growth above high single-digits Liquidity and Debt Structure Exclusive maintains an adequate liquidity position, supported by an expected cash balance of about EUR369 million as of end-December 2024, EUR235 million of undrawn revolving credit facility and EUR193 million of DDTL availability (EUR42 million drawn as of 2Q25). Fitch also forecasts the company to generate positive FCF through its forecast period albeit depending on the trend in working capital. Exclusive's debt maturity profile is adequate with no large debt maturities due before 2031. Fitch rates the IDRs of the parent (Etna French BidCo SAS) and its subsidiaries (Exclusive Networks SA and Everest SubBidCo SAS) on a consolidated basis. 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 ----------- ------ -------- ----- Exclusive Networks SA LT IDR B Affirmed B Everest SubBidco SAS LT IDR B Affirmed B senior secured LT B+ New Rating RR3 B+(EXP) Etna French Bidco SAS LT IDR B Affirmed B senior secured LT B+ New Rating RR3 B+(EXP) ============= G E R M A N Y ============= PROTECT HOLDCO: Fitch Assigns 'B+' Long-Term IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has assigned Protect Holdco GmbH (Uvex) a final Long-Term Issuer Default Rating (IDR) of 'B+' with Stable Outlook. Fitch has also assigned Uvex's senior secured term loan B (TLB), issued by Protect Bidco GmbH, a final rating of 'B+' and a Recovery Rating of 'RR4'. Uvex's IDR is constrained by its small scale and geographic concentration in Germany, Austria and Switzerland, although this is partly offset by a growing contribution from its US operations. Rating strengths are its solid position in the personal protective equipment (PPE) market, robust pricing power driven by premium-quality products and loyal customer relationships, and stable margins. The Stable Outlook reflects its expectation that Uvex will be able to sustain its EBITDA, positive free cash flow (FCF) margins and other credit metrics within their rating sensitivities through cost-saving initiatives, while continuing to grow organically. Key Rating Drivers Strong But Niche Market Position: Uvex holds a leading market position in PPE in several European countries. Its product portfolio serves a broad range of end markets across industries, including sports and military, each with distinct requirements. The company's position is reinforced by strong customer appeal for its highly reliable products, a critical attribute in this market. However, Uvex operates on a smaller scale than many higher-rated industrial peers. Strategic Actions to Improve Profitability: Fitch forecasts Uvex's Fitch-adjusted EBITDA margin to improve to 13% by FY28 (year-end July), from about 10% in FY24. This reflects already implemented cost-saving measures in the sports division, higher pricing through product premiumisation, and the full integration of recent acquisitions. Fitch expects higher EBITDA, coupled with reduced expansionary capex and improved working-capital management, to support sustainably positive FCF to FY28 and, consequently, lower gross and net leverage. Improving Leverage: In July 2025 Warburg Pincus announced the acquisition of a majority stake in Uvex, to be partially financed by a EUR400 million TLB and the rest through equity-like injection. Fitch expects Uvex's leverage to be about 5.0x at FYE26, after the transaction, which is consistent with the 'B' rating category. Fitch expects Uvex's EBITDA leverage to decline to about 4.0x by FYE28, on EBITDA expansion. Moderate Geographical and Product Concentration: Uvex's revenue is partly concentrated in Germany, Austria and Switzerland, which together account for around 50% of total sales. Management is seeking to improve geographical diversification, notably through the HexArmor acquisition, which will enhance Uvex's presence in the US. The company also offers a broad product range in PPE including sport, albeit partly concentrated in protecting gloves, particularly in the US. Adequate Financial Policy: Fitch expects the company to maintain a conservative financial policy focused on organic growth after completing the TLB. In the near term, Fitch anticipates it will prioritise reinvesting in the business over dividend distributions. Fitch also does not expect any acquisitions that would materially increase leverage. Fitch expects the business to remain well-funded, with a new EUR100 million revolving credit facility providing a solid buffer for intra-year working-capital swings. Peer Analysis Uvex's business profile is comparable to Trench Group Holdings GmbH (BB-/Stable), INNIO Holding GmbH (B+/Stable), and Dynamo Midco B.V. (B/Stable), with a leading market position in a niche segment, strong customer relationships, and a commitment to innovation. However, like Purmo Group Holdings Limited (Purmo Group, B+/Stable), Uvex's smaller scale relative to other peers' weighs on its overall credit profile. The company's financial profile is similar to that of Purmo Group, with low double-digit EBITDA margins and leverage of about 5x. Both companies have a smaller scale than peers, but their leverage is lower than that of Flender International GmbH (B/Stable) and Ahlstrom Holding 3 Oy (B+/Negative). Key Assumptions Fitch's Key Rating-Case Assumptions - Revenue CAGR of 4.5% in FY24-FY29, driven by US market and portfolio expansion and modest contribution from its BakNer acquisition - Fitch-adjusted EBITDA margin to gradually increase to 13% by FY28-FY29 on cost optimisation and improved fixed cost absorption - Net working-capital needs at close to 1% of sales during FY26-FY29 - Capex declining towards 3% of revenues on reduced expansionary investments - No M&A or dividend Recovery Analysis The recovery analysis assumes that Uvex would be reorganised as a going concern (GC) in a bankruptcy, rather than liquidated in a default. Fitch assumes a 10% administrative claim. Its GC EBITDA estimate of EUR50 million reflects Fitch's view of the company's high operating leverage partially offset by strong pricing and premium products. Fitch applies a multiple of 5.5x to the GC EBITDA to calculate a post-reorganisation enterprise value, in line with the industry median and peers'. The multiple of 5.5x reflects Uvex's business model as a premium producer of PPE equipment, covering a wide range of end-markets. It is further supported by its leading market position in the niche market and a strong customer base. The total enterprise value available for claims is EUR248 million. The waterfall analysis is based on the new capital structure, which consists of EUR18 million of senior real estate debt, a EUR100 million revolving credit facility (RCF) and a EUR400 million TLB, both ranking pari passu with each other. Its waterfall analysis generated a ranked recovery in the 'RR4' band, indicating a 'B+' rating for the EUR400 million TLB. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA margin consistently below 11% - EBITDA interest coverage below 3x on a sustained basis - FCF margin below 1% for an extended period - EBITDA leverage above 5x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA margin above 13% on a sustained basis - EBITDA interest coverage consistently above 4x - Revenue above EUR1 billion, with improved geographical diversification - FCF margin above 3% for an extended period - EBITDA leverage below 4x on a sustained basis Liquidity and Debt Structure Uvex's Fitch-defined available cash after completing the TLB totals EUR25 million, sufficient to cover its short-term needs. Liquidity is further supported by expected positive FCF and access to a EUR100 million RCF. The company has no large short-term debt maturities, with only about EUR2 million in annual repayments on its outstanding EUR18 million real-estate loans. Issuer Profile Uvex, founded in 1926, headquartered in Furth, Germany, is a global leader of premium and innovative head-to-toe safety equipment for people at work, as well as in sports & leisure with a strong market reputation. 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 ----------- ------ -------- ----- Protect Bidco GmbH senior secured LT B+ New Rating RR4 B+(EXP) Protect Holdco GmbH LT IDR B+ New Rating B+(EXP) VANIR LOGISTICS: S&P Assigns Prelim BB (sf) Rating to Cl. E Notes ----------------------------------------------------------------- S&P Global Ratings assigned its preliminary credit ratings to Vanir Logistics Finance S.a r.l.'s class A, B, C, D, and E notes. At closing, the issuer will also issue unrated class X notes. The transaction is backed by one senior loan, which Morgan Stanley has advanced to EQT Real Estate (EQT) as part of its acquisition and refinancing of a pan-European logistics portfolio. The transaction is backed by one senior loan, which is secured on a pan-European portfolio of 18 logistic assets in three European jurisdictions. The portfolio comprises 343,982 square meters of accommodation and is valued at EUR301.46 million as of April 2025. The current loan-to-value (LTV) ratio is 70.3% for the securitized debt. The five-year loan is interest only and includes cash trap mechanisms and default covenants. The loan proceeds will be used to refinance the acquisition of the logistics assets. Furthermore, payments due under the loan facility agreement will primarily fund the issuer's interest and principal payments due under the notes. As part of EU, U.K., and U.S. risk retention requirements, the issuer and the issuer lender (Morgan Stanley Bank, N.A.) will enter into a EUR11.2 million (representing 5% of the securitized senior loan) issuer loan agreement, which ranks pari passu to the notes of each class. The issuer lender will advance the issuer loan to the issuer on the closing date. The issuer will apply the issuer loan proceeds as partial consideration for the purchase of the securitized senior loan from the loan seller and to fund its portion of the liquidity reserve. S&P said, "Our preliminary ratings on the class A to E notes address Vanir Logistics' ability to meet timely interest payments and principal repayment no later than the legal final maturity in July 2037. "Our preliminary ratings on the notes reflect our assessment of the underlying loan's credit, cash flow, and legal characteristics, and an analysis of the transaction's counterparty and operational risks." Preliminary ratings Class Prelim rating* Prelim amount (EUR) A AAA (sf) 128,175,000 X N/A 100,000 B AA (sf) 18,294,000 C A (sf) 19,475,000 D BBB- (sf) 34,137,000 E BB (sf) 13,859,000 *S&P's ratings address timely payment of interest on the class A, B, C, and D notes, ultimate payment of interest on the class E notes, and payment of principal not later than the legal final maturity on all classes of notes. The legal final maturity date is initially in February 2037. However, the servicer has the option to extend the loan one time by 12 months beyond the extended loan maturity. Should it choose to do so, the legal final maturity will also be extended by one year. The ratings therefore address repayment of the principal by February 2038. N/A--Not applicable. ============= I R E L A N D ============= ARBOUR CLO IX: Moody's Affirms B3 Rating on EUR12MM Class F Notes ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Arbour CLO IX DAC: EUR22,000,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on May 28, 2021 Definitive Rating Assigned Aa2 (sf) EUR20,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on May 28, 2021 Definitive Rating Assigned Aa2 (sf) EUR28,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A2 (sf); previously on May 28, 2021 Definitive Rating Assigned A3 (sf) Moody's have also affirmed the ratings on the following notes: EUR246,000,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on May 28, 2021 Definitive Rating Assigned Aaa (sf) EUR25,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on May 28, 2021 Definitive Rating Assigned Baa3 (sf) EUR21,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on May 28, 2021 Definitive Rating Assigned Ba3 (sf) EUR12,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on May 28, 2021 Definitive Rating Assigned B3 (sf) Arbour CLO IX DAC, issued in May 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Oaktree Capital Management (Europe) LLP. The transaction's reinvestment period will end in November 2025. RATINGS RATIONALE The upgrades on the ratings on the Class B-1, Class B-2 and Class C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in November 2025. The affirmations on the ratings on the Class A, Class D, Class E and Class F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR398.99m Defaulted Securities: none Diversity Score: 60 Weighted Average Rating Factor (WARF): 3005 Weighted Average Life (WAL): 4.44 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.75% Weighted Average Coupon (WAC): 3.42% Weighted Average Recovery Rate (WARR): 43.47% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the notes' seniority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell 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. ARES EUROPEAN XVIII: S&P Assigns B- (sf) Rating to Class F-R Notes ------------------------------------------------------------------ S&P Global Ratings assigned credit ratings to the class X-R, A-R, B-R, C-R, D-R, E-R, and F-R notes issued by Ares European CLO XVIII DAC. At closing, the issuer has EUR33.15 million unrated subordinated notes outstanding from the existing transaction. Ares European CLO XVIII DAC is a European cash flow CLO transaction, securitizing a portfolio of primarily senior secured leveraged loans and bonds. S&P said, "This transaction is a reset of the already existing transaction which we rated. We withdrew our ratings on the existing classes of notes, which were fully redeemed with the proceeds from the issuance of the replacement notes. Ares Management Limited manages the transaction." Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will permanently switch to semiannual payments. The portfolio's reinvestment period will end approximately 3.9 years after closing and the non-call period will end 1.5 years after closing. The ratings assigned to Ares European CLO XVIII DAC's reset notes reflect our assessment of: -- The diversified collateral pool, which primarily comprises 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 2,839.11 Default rate dispersion 416.76 Weighted-average life (years) 4.31 Obligor diversity measure 170.22 Industry diversity measure 23.31 Regional diversity measure 1.22 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.72 Actual 'AAA' weighted-average recovery (%) 36.96 Actual weighted-average spread (net of floors; %) 3.77 Actual weighted-average coupon (%) 4.50 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 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 EUR440 million target par amount, the actual weighted-average spread (3.77%), the actual weighted-average coupon (4.50%), and the actual weighted-average recovery rate at all rating levels in line with our CLO criteria. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Our credit and cash flow analysis show that the class B-R to E-R notes benefit from break-even default rate and scenario default rate cushions that we would typically consider to be in line with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on these classes of notes. The class X-R, A-R, and F-R notes can withstand stresses commensurate with the assigned ratings. "Until the end of the reinvestment period on Oct. 10, 2029, 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 compares that with the default potential of the current portfolio plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "We consider that the transaction's documented counterparty replacement and remedy mechanisms mitigates its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that our assigned ratings are commensurate with the available credit enhancement for the class X-R to F-R notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class X-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average." For this transaction, the documents prohibit 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 S&P's rating analysis to account for any ESG-related risks or opportunities. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ X-R AAA (sf) 4.40 N/A 3-month EURIBOR plus 1.00% A-R AAA (sf) 272.80 38.00 3-month EURIBOR plus 1.30% B-R AA (sf) 45.70 27.61 3-month EURIBOR plus 1.95% C-R A (sf) 26.60 21.57 3-month EURIBOR plus 2.25% D-R BBB- (sf) 33.30 14.00 3-month EURIBOR plus 3.05% E-R BB- (sf) 19.80 9.50 3-month EURIBOR plus 5.65% F-R B- (sf) 13.20 6.50 3-month EURIBOR plus 8.41% Sub NR 33.15 N/A N/A *The ratings assigned to the class X-R, A-R, and B-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. ARINI EUROPEAN II: S&P Assigns B- (sf) Rating to Cl. F-R Notes -------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Arini European CLO II DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. At closing, the issuer also has unrated subordinated notes. This transaction is a reset of the already existing transaction that closed in April 2024. The existing notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date and the ratings on the original notes have been withdrawn. This is a European cash flow CLO transaction, securitizing a pool of primarily syndicated senior secured loans and bonds. The portfolio's reinvestment period will end approximately 4.48 years after closing. Under the transaction documents, the rated notes pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The portfolio is well-diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,611.02 Default rate dispersion 674.89 Weighted-average life (years) 4.78 Obligor diversity measure 148.58 Industry diversity measure 25.49 Regional diversity measure 1.28 Transaction key metrics Total par amount (mil. EUR) 500 Defaulted assets (mil. EUR) 0 Number of performing obligors 182 Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.29 Actual 'AAA' weighted-average recovery (%) 36.68 Actual weighted-average spread net of floors (%) 3.65 Actual weighted-average coupon (%) 3.65 S&P said, "In our cash flow analysis, we have used the EUR500 million target par amount, the covenanted weighted-average spread of 3.50%, the covenanted weighted-average coupon of 3.70%, and the covenanted weighted-average recovery rates for the rated notes at all rating levels in line with our CLO criteria. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Following the application of our structured finance sovereign risk criteria, the transaction's exposure to country risk is sufficiently limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria. "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 is bankruptcy remote, in line with our legal criteria. "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-R to F-R notes. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R to E-R notes is commensurate with higher ratings than those we have assigned. However, as the CLO will have a reinvestment period, during which the transaction's credit risk profile could deteriorate, we have capped our ratings on these notes. "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 24.333% (for a portfolio with a weighted-average life of 4.78 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.78 years, which would result in a target default rate of 15.296%. -- 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. Following the application of our 'CCC' rating criteria, we consider that the available credit enhancement for the class F-R notes is commensurate with the assigned rating. "In addition to our standard analysis, we have also included the sensitivity of the ratings on the class A-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." Arini European CLO I 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. Arini Capital Management US LLC is the collateral manager. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R AAA (sf) 310.00 38.00 Three/six-month EURIBOR plus 1.32% B-R AA (sf) 55.00 27.00 Three/six-month EURIBOR plus 1.90% C-R A (sf) 25.00 22.00 Three/six-month EURIBOR plus 2.20% D-R BBB- (sf) 40.00 14.00 Three/six-month EURIBOR plus 3.15% E-R BB- (sf) 22.50 9.50 Three/six-month EURIBOR plus 5.75% F-R B- (sf) 15.00 6.50 Three/six-month EURIBOR plus 8.50% Sub NR 43.00 N/A N/A *The ratings assigned to the class A-R and B-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. Sub—Subordinated notes. NR--Not rated. N/A--Not applicable. CONTEGO CLO IV: S&P Assigns B- (sf) Rating to Class F-R-R Notes --------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Contego CLO IV DAC's class A-1-R-R, A-2-R-R, B-1-R-R, B-2-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. The original transaction has a portion of subordinated notes outstanding and, at closing, issued an additional EUR312.00 million of subordinated notes. This transaction is a reset of the already existing transaction that closed in March 2021. S&P withdrew its ratings on the existing classes of notes, which were fully redeemed with the proceeds from the issuance of the replacement notes. The ratings assigned to the reset notes reflect S&P's assessment of: -- The diversified collateral pool, which consists primarily of broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes 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 2,902.44 Default rate dispersion 524.79 Weighted-average life (years) 3.72 Obligor diversity measure 119.62 Industry diversity measure 20.65 Regional diversity measure 1.33 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 3.75 Actual 'AAA' weighted-average recovery (%) 36.45 Actual weighted-average spread (%) 3.75 Actual weighted-average coupon (%) 3.71 Rating rationale Under the transaction documents, the rated notes pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end approximately four and half years after closing. The portfolio is well-diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. Until the end of the reinvestment period on Nov. 21, 2030, the collateral manager may substitute assets in the portfolio for so long as S&P's 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. S&P said, "In our cash flow analysis, we used the EUR450 million target par amount, the actual weighted-average spread (3.75%), and actual weighted-average coupon (3.71%), and the actual weighted-average recovery rates calculated in line with our CLO criteria for all the 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. "Under our structured finance sovereign risk criteria, 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. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-1-R-R to D-R-R notes could withstand stresses commensurate with higher rating levels than those we have assigned. However, as the CLO will be in its reinvestment phase starting from closing, during which the transaction's credit risk profile could deteriorate, we have capped our ratings assigned. "Our credit and cash flow analysis indicates that the available credit enhancement for the class F-R-R notes could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria and assigned a rating of 'B- (sf)'." The ratings uplift for the class F-R-R notes reflects several key factors, including: -- The class F-R-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 26.57% (for a portfolio with a weighted-average life of 3.72 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 3.72 years, which would result in a target default rate of 11.84%. -- 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-R notes is commensurate with the assigned 'B- (sf)' rating. "Taking the above factors into account and following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe that the assigned ratings are commensurate with the available credit enhancement for all the rated classes of notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the A-1-R-R to E-R-R notes based on four hypothetical scenarios." 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." Contego CLO IV DAC is a cash flow CLO securitizing a portfolio of primarily European senior secured leveraged loans and bonds. The transaction is managed by Five Arrows Managers LLP. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-1-R-R AAA (sf) 272.25 39.50 3mE + 1.32% A-2-R-R AAA (sf) 6.75 38.00 3mE + 1.75% B-1-R-R AA (sf) 41.50 27.00 3mE + 2.05% B-2-R-R AA (sf) 8.00 27.00 4.70% C-R-R A (sf) 27.00 21.00 3mE + 2.50% D-R-R BBB- (sf) 31.50 14.00 3mE + 3.50% E-R-R BB- (sf) 20.25 9.50 3mE + 6.00% F-R-R B- (sf) 13.50 6.50 3mE + 8.93% Sub NR 349.50 N/A N/A *The ratings assigned to the class A-1-R-R, A-2-R-R, B-1-R-R, and B-2-R-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R-R, D-R-R, E-R-R, and F-R-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. NR--Not rated. N/A--Not applicable. 3mE--Three-month Euro Interbank Offered Rate (EURIBOR). CVC CORDATUS XXX: S&P Assigns B- (sf) Rating to Class F-1-R Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to CVC Cordatus Loan Fund XXX DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-1-R notes. At the same time, S&P affirmed its rating on the existing class F-2 notes and withdrew its ratings on the original class A, B-1, B-2, C, D, E, and F-1 notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction. On Nov. 21, 2025, CVC Cordatus Loan Fund XXX refinanced the existing class A, B-1, B-2, C, D, E, and F-1 notes (originally issued in April 2024) through an optional redemption and issued replacement notes of the same notional. The replacement notes are largely subject to the same terms and conditions as the original notes, except that the replacement notes will have a lower spread over Euro Interbank Offered Rate (EURIBOR) than the original notes. The ratings 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 2,900.38 Default rate dispersion 582.81 Weighted-average life (years) 4.17 Obligor diversity measure 107.55 Industry diversity measure 18.16 Regional diversity measure 1.18 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 5.46 Actual 'AAA' weighted-average recovery (%) 34.16 Actual weighted-average spread (net of floors; %) 3.84 Actual weighted-average coupon 4.48 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end on Nov. 15, 2028. S&P said, "The portfolio is well diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we used a EUR397.989 million adjusted target par collateral principal amount, which is lower than the target par amount of EUR400.0 million. At closing, the transaction's aggregated principal balance is slightly below par, with a EUR62.78 million portion of unused principal proceeds (following some of the transaction's collateral quality test failures, only allowing the transaction to trade by maintaining or improving the failed tests). "We used the portfolio's actual weighted-average spread (3.84%), actual weighted-average coupon (4.48%), and the actual portfolio weighted-average recovery rates (WARR) for all rated notes. "We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B-1-R, B-2-R, C-R, and F-1-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we capped our assigned ratings on these refinanced notes. "For the class A-R, D-R, and E-R, notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with the assigned ratings. "The class F-2 notes' current break-even default rate (BDR) cushion is negative at the 'B-' rating level. Based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, we believe this class is able to sustain a steady-state scenario, in accordance with our criteria." S&P's analysis reflects several factors, including: -- The class F-2 notes' available credit enhancement is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- S&P's BDR at the 'B-' rating level is 20.37% versus a portfolio default rate of 13.34% if we were to consider a long-term sustainable default rate of 3.2% for a portfolio with a weighted-average life of 4.17 years. -- Whether the tranche is vulnerable to nonpayment in the near future. -- If there is a one-in-two chance for this note to default. -- If S&P envisions this tranche to default in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F-2 notes is commensurate with a 'B- (sf)' rating. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R to F-2 notes. "In addition to our standard analysis, to provide an indication of how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R 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-1-R and F-2 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." Ratings Ratings assigned Replacement Original Amount notes notes Credit Class Rating* (mil. EUR) interest interest enhancement rate§ rate (%) A-R AAA (sf) 248.00 Three-month Three-month 37.69 EURIBOR EURIBOR + 1.245% + 1.48% B-1-R AA (sf) 27.00 Three-month Three-month 27.13 EURIBOR EURIBOR + 1.85% + 2.10% B-2-R AA (sf) 15.00 4.70% 5.50% 27.13 C-R A (sf) 22.80 Three-month Three-month 21.40 EURIBOR EURIBOR + 2.15% + 2.60% D-R BBB- (sf) 29.20 Three-month Three-month 14.07 EURIBOR EURIBOR + 3.40% + 4.00% E-R BB- (sf) 18.00 Three-month Three-month 9.55 EURIBOR EURIBOR + 5.75% + 6.79% F-1-R B- (sf) 5.00 Three-month Three-month 8.29 EURIBOR EURIBOR + 7.50% + 8.00% Ratings affirmed Class Rating* Amount (mil. EUR) Notes interest rate§ F-2 B- (sf) 9.00 Three-month EURIBOR + 8.23% *The ratings assigned to the class A-R, B-1-R, and B-2-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, F-1-R, and F-2 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. DRYDEN 125 2024: S&P Assigns B- (sf) Rating on Class F Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Dryden 125 Euro CLO 2024 DAC's class X, A, B, C, D, E, and F notes. At closing, the issuer also issued unrated subordinated notes. The transaction has a two year-noncall period and the portfolio's reinvestment period ends 4.99 years after closing. Under the transaction documents, the rated notes pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. The ratings 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 2,733.97 Default rate dispersion 532.66 Weighted-average life (years) 5.19 Obligor diversity measure 108.29 Industry diversity measure 26.80 Regional diversity measure 1.21 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0 CCC rated assets ('CCC+','CCC', and 'CCC-') (%) 0.25 Number of performing obligors 136 Portfolio weighted-average rating derived from S&P's CDO evaluator B Target 'AAA' weighted-average recovery (%) 36.57 Actual weighted-average coupon (%) 4.43 Actual weighted-average spread (net of floors, %) 3.85 S&P said, "The portfolio is well diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow collateralized debt obligations. "In our cash flow analysis, we modeled the EUR400 million target par amount, the actual weighted-average spread of 3.85%, the actual weighted-average coupon of 4.43%, and the target weighted-average recovery rates for all rated notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on Nov. 18, 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, as long as the initial ratings are maintained. "Following the application of our structured finance sovereign risk criteria, we consider 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 documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "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. "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 X to F notes. Our credit and cash flow analysis indicates that the class B-1 to E notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will have a reinvestment period, during which the transaction's credit risk profile could deteriorate, we have capped our assigned ratings on these 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 have also included the sensitivity of the ratings on the class X to E notes in four hypothetical scenarios." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. 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." Dryden 125 Euro CLO 2024 DAC is a European cash flow CLO securitization of a revolving pool, comprising primarily euro-denominated senior secured loans and bonds. PGIM Loan Originator Manager Ltd. manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ X AAA (sf) 2.00 N/A 3mE +0.85% A AAA (sf) 248.00 38.00 3mE +1.31% B-1 AA (sf) 21.00 27.75 3mE +1.85% B-2 AA (sf) 20.00 27.75 4.75% C A (sf) 25.00 21.50 3mE +2.20% D BBB- (sf) 28.00 14.50 3mE +3.00% E BB- (sf) 20.00 9.50 3mE +5.40% F B- (sf) 12.00 6.50 3mE +8.12% Sub NR 31.90 N/A N/A *The ratings assigned to the class X, A, and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month Euro Interbank Offered Rate (EURIBOR) when a frequency switch event occurs. NR--Not rated. Subordinated--Subordinated notes. N/A--Not applicable. 3mE--Three-month EURIBOR. INDIGO CREDIT IV: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Indigo Credit Management IV DAC final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Indigo Credit Management IV DAC A XS3194914811 LT AAAsf New Rating AAA(EXP)sf B XS3194915032 LT AAsf New Rating AA(EXP)sf C XS3194915206 LT Asf New Rating A(EXP)sf D XS3194915461 LT BBB-sf New Rating BBB-(EXP)sf E XS3194915628 LT BB-sf New Rating BB-(EXP)sf F XS3194915974 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3194916279 LT NRsf New Rating Transaction Summary Indigo Credit Management IV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. The portfolio is actively managed by Pemberton Capital Advisors LLP. The transaction has a 4.5-year reinvestment period and a 7.5-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the indicative portfolio to be in the 'B' category. The Fitch weighted average rating factor of the target portfolio is 23.4. Strong Recovery Expectation (Positive): At least 90% of the portfolio comprises senior secured obligations. The recovery prospects for these assets are more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the indicative portfolio is 60.9%. Diversified Portfolio (Positive): The transaction includes one Fitch test matrix that is effective on the closing date. It corresponds to a fixed-rate asset limit at 5%, and a 7.5-year WAL test covenant. Other portfolio concentration limits include a top 10 obligor concentration limit of 25% and a maximum exposure to the three largest (Fitch-defined) industries of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The deal can extend the WAL by one year on the step-up date, which is one year after closing. The WAL extension is subject to conditions, including the satisfaction of all tests and the aggregate collateral balance (defaults at Fitch collateral value) being at least equal to the reinvestment target par amount. Portfolio Management (Positive): The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed 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 stressed portfolio and matrices analysis is 12 months less than the WAL test covenant, to account for structural and reinvestment conditions after the reinvestment period, including passing the over-collateralisation and Fitch 'CCC' limitation, among other things. This reduces the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A and E notes and lead to downgrades of one notch for the class B to D notes, and to below 'B-sf' for the class F notes. Based on the actual portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio, the class B, D, E and F notes display rating cushions of two notches and the class C notes of one notch. Should the cushion between the identified portfolio and the stress 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 stressed portfolio would lead to downgrades of up to four notches for the class A to E notes and to below 'B-sf' for the class 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 Fitch's stress portfolio would lead to upgrades of up to three notches for the notes, except the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on Fitch's stress portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the notes to withstand larger than expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover for losses on the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Indigo Credit Management IV DAC The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Indigo Credit Management IV DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. JUBILEE 2020-XXIV: Fitch Assigns B-sf Final Rating to Cl. F-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned Jubilee CLO 2020-XXIV reset notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Jubilee CLO 2020-XXIV DAC Class A-1-R XS3227876268 LT AAAsf New Rating Class A-2-R XS3227876425 LT AAAsf New Rating Class B-1-R XS3227876771 LT AAsf New Rating Class B-2-R XS3227876938 LT AAsf New Rating Class C-R XS3227877159 LT Asf New Rating Class D-R XS3227877407 LT BBB-sf New Rating Class E-R XS3227877662 LT BB-sf New Rating Class F-R XS3227878041 LT B-sf New Rating Subordinated Notes XS3227878397 LT NRsf New Rating Transaction Summary Jubilee CLO 2020-XXIV DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by BSP CLO Management LLC. The collateralised loan obligation (CLO) has about a 4.5-year reinvestment period and an 8.5 year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors to be in the 'B'/'B-' category. The Fitch weighted average rating factor (WARF) of the identified portfolio is 24.7. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. The recovery prospects for these assets are more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 61.4%. Diversified Portfolio (Positive): The transaction includes various concentration limits in the portfolio, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest Fitch-defined industries in the portfolio of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The deal includes four Fitch matrices. Two are effective at closing, corresponding to an 8.5-year WAL, and two are effective one year after closing, corresponding to a 7.5-year WAL. Each matrix set corresponds to two different fixed-rate asset limits, at 5% and 10%. Switching to the forward matrices is subject to the reinvestment target par condition. The deal has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed 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 and matrices analysis is 12 months less than the WAL covenant. This is to account for structural and reinvestment conditions after the reinvestment period, including the overcollateralisation tests and the Fitch 'CCC' limitation test passing after reinvestment. These conditions will 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 An increase of the default rate (RDR) by 25% of the mean RDR and a decrease of the recovery rate (RRR) by 25% at all rating levels in the identified portfolio would have no impact on the class A-1-R, A-2-R, B-1-R, B-2-R and C-R notes, lead to downgrades of one notch each for the class D-R and E-R notes and to below 'B-sf' for the class F-R notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B-1-R to F-R notes each have a two-notch rating cushion due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A-1-R and A-2-R notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the class A-1-R to D-R notes, and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would result in upgrades of up to three notches each for all notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may result from better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the deal. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and other Nationally Recognised Statistical Rating Organisations and European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for 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 Jubilee CLO 2020-XXIV 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. LUCCA FINANCE: Moody's Assigns (P)Ba2 Rating to Class E Notes ------------------------------------------------------------- Moody's Ratings has assigned provisional ratings to Notes to be issued by Lucca Finance Designated Activity Company: EUR[ ]M Class A Asset Backed Floating Rate Notes due December 2041, Assigned (P)Aaa (sf) EUR[ ]M Class B Asset Backed Floating Rate Notes due December 2041, Assigned (P)Aa2 (sf) EUR[ ]M Class C Asset Backed Floating Rate Notes due December 2041, Assigned (P)Baa2 (sf) EUR[ ]M Class D Asset Backed Floating Rate Notes due December 2041, Assigned (P)Baa3 (sf) EUR[ ]M Class E Asset Backed Floating Rate Notes due December 2041, Assigned (P)Ba2 (sf) EUR[ ]M Class F Asset Backed Floating Rate Notes due December 2041, Assigned (P)Ba3 (sf) Moody's have not assigned ratings to the subordinated EUR[ ]M Class Z Asset Backed Notes due December 2041, the EUR[ ] Class S1 Instruments due December 2041, the EUR[ ] Class S2 Instruments due December 2041, the EUR[ ] Class Y Instruments due December 2041 and the EUR[ ] VRR Loan due December 2041. RATINGS RATIONALE The Notes are backed by bonds issued by Fondo de Titulizacion Istria, a Spanish private securitisation fund incorporated and managed by Santander de Titulización, S.A. (NR) ("FT Istria Bonds") which is backed by a static pool of Spanish auto loans originated by Santander Consumer Finance S.A. (A2(cr)/P-1(cr)) ("SCF"). SCF will also act as servicer of the underlying auto loan portfolio. The Classes A to Z Notes and the VRR Loan are fully backed by the FT Istria Bonds. The VRR Loan (5% of the underlying portfolio) is a risk retention Note which receives 5% of all available receipts, while the remaining Notes receive 95% of the available receipts on a pari-passu basis. As of September 30, 2025 pool cut-off date, the underlying auto loan portfolio contains 18.9M (3.6%) of defaulted assets. However, the Notes are sized based on the performing part of the underlying auto loan pool. The portfolio of assets backing the FT Istria Bonds amounts to approximately EUR521.6 million of loans as of the pool cut-off date and consists of 41,389 auto finance contracts with a weighted average seasoning of 33.9 months. The loans were granted for the purchase of new 44.6% and used 55.4% cars. The contracts have equal instalments during the life of the contract. The transaction benefits from an amortising Liquidity Reserve Fund funded to 1.5% of 100/95 of the Class A Notes balance at closing, and a General Reserve Fund, whose target amount is 1.5% of 100/95 of Class A Notes minus the Liquidity Reserve Fund. The Liquidity Reserve Fund will be available to cover senior fees, the Class A Notes interest, payments on the Class S1 and S2 Instruments and the equivalent interest on the VRR Loan. The General Reserve Fund will provide support to all rated Notes, payments on the Class S1 and S2 Instruments and the equivalent interest on the VRR Loan. The total credit enhancement for the Class A Notes will be 22.15%. The factor 100/95 adjusts the reserve amount to take into account also the portion of the reserve reserved for the VRR loan. The Class A Notes do not benefit from this portion of the reserve. The ratings are primarily based on (i) an evaluation of the underlying portfolio of auto loan receivables backing the FT Istria bonds; (ii) credit enhancement provided by excess spread, subordination, liquidity reserve and general reserve; (iii) the liquidity support available in the transaction by way of principal to pay interest, liquidity reserve, general reserve and excess spread; and (iv) the legal and structural aspects of the transaction. According to Moody's Ratings, the transaction benefits from various credit strengths such as (i) a granular underlying portfolio of auto loans, (ii) the high average 33.9 months seasoning, (iii) the future recoveries coming in from the defaulted auto loans at closing and (iv) around 5.0% excess spread at closing. However, Moody's notes that the transaction features a number of credit weaknesses, such as (i) a complex structure including pro-rata principal payments, (ii) the 5.6% exposure to restructured loans and (iii) the fact 7.2% of the loans in the underlying pool are more than 30 days in arrears and 38.0% have been in arrears at some point. These characteristics, amongst others, were considered in Moody's analysis and ratings. Moody's determined the portfolio lifetime expected defaults of 6.5% for the performing part of the underlying auto loan portfolio, expected recoveries of 50.0% and portfolio credit enhancement ("PCE") of 16.0% related to borrower receivables. The expected defaults and recoveries capture Moody's expectations of performance considering the current economic outlook, while the PCE captures the loss Moody's expects the underlying portfolio to suffer in the event of a severe recession scenario. Expected defaults and PCE are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate Auto ABS. Portfolio expected defaults of 6.5% for the performing part of the underlying auto loan portfolio are higher than the EMEA Auto ABS average and are based on Moody's assessments of the lifetime expectation for the underlying pool taking into account (i) the fact 7.2% of the loans in the underlying pool is more than 30 days in arrears and 38.0% have been in arrears at some point, (ii) the average seasoning of 33.9 months, (iii) the historic performance of SCF's previously securitised portfolios, (iv) benchmark transactions, and (v) other qualitative considerations. Portfolio expected recoveries of 50.0% are higher than the EMEA Auto ABS average and are based on Moody's assessments of the lifetime expectation for the underlying pool taking into account (i) the 44.4% exposure to new cars and 64.0% share of registered retention of title, (ii) the historic performance of SCF's previously securitised, (iii) benchmark transactions, and (iv) other qualitative considerations. PCE of 16.0% is higher than the EMEA Auto ABS average and is based on Moody's assessments of the underlying pool which is mainly driven by: (i) the fact 7.2% of the loans in the underlying pool are more than 30 days in arrears and 38.0% have been in arrears at some point, (ii) the evaluation of the underlying portfolio, complemented by the historical performance information of SCF's previously securitized portfolios, (iii) the relative ranking to originator peers in the EMEA auto loan market and (iv) other qualitative considerations. The PCE level of 16.0% results in an implied coefficient of variation ("CoV") of 45.24%. The interest rate mismatch between the fixed rate underlying auto loan portfolio and the floating rate Notes is hedged by an interest rate swap. Citibank Europe plc (Aa3(cr)/P-1(cr)) is the swap counterparty and will pay the index on the Notes (one-month EURIBOR) while the issuer will pay a fixed swap rate of [ ]% based on a fixed schedule notional. The principal methodology used in these ratings was "Moody's Global Approach to Rating Auto Loan- and Lease-Backed ABS" published in June 2025. FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS: Factors that may cause an upgrade of the ratings of the notes include significantly better than expected performance of the underlying pool together with an increase in credit enhancement of Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of (a) servicing or cash management interruptions and (b) the risk of increased swap linkage due to a downgrade of a currency swap counterparty ratings; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. PENTA CLO 15: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes ----------------------------------------------------------------- Fitch Ratings has assigned Penta CLO 15 DAC Reset expected ratings, as detailed below. Entity/Debt Rating ----------- ------ Penta CLO 15 DAC Class A Loan-R LT AAA(EXP)sf Expected Rating Class A-R XS3215490635 LT AAA(EXP)sf Expected Rating Class B-R XS3215490809 LT AA(EXP)sf Expected Rating Class C-R XS3215491013 LT A(EXP)sf Expected Rating Class D-R XS3215491286 LT BBB-(EXP)sf Expected Rating Class E-R XS3215491443 LT BB-(EXP)sf Expected Rating Class F-R XS3215491799 LT B-(EXP)sf Expected Rating Class Z-R LT NR(EXP)sf Expected Rating Transaction Summary Penta CLO 15 DAC Reset will be 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 EUR400 million. The portfolio is actively managed by Partners Group (UK) Management Ltd. The CLO will have a 5.1-year reinvestment period and an eight 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 of the identified portfolio is 24.5. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 59.6%. Diversified Portfolio (Positive): The transaction will include various concentration limits in the portfolio, including a top 10 obligor concentration limit at 20% and maximum exposure to the three largest (Fitch-defined) industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have a 5.1-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. WAL Step-Up Feature (Neutral): One year after closing the issuer can extend the WAL test by one year, 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 its coverage tests and collateral quality tests. Cash Flow Modelling (Positive): The WAL used for the transaction's stress portfolio analysis has been reduced by one year, down to seven 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, together with a WAL covenant that progressively steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no impact on the class A-R notes and lead to downgrades of one notch for the class B-R, C-R, D-R and E-R notes, and to below 'B-sf' for the class F-R notes. Based on the current portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Due to the better metrics and shorter life of the current portfolio than the stressed-case portfolio, the class B-R, C-R, D-R, E-R and F-R notes display rating cushions of two notches. The class A-R notes do not have any rating cushion as they are already at the highest achievable rating. Should the cushion between the current portfolio and the stressed-case portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed-case portfolio would lead to downgrades of four notches for the class B-R and C-R notes, three notches for the class A-R notes, two notches for the class D-R notes and to below 'B-sf' for the class E-R and F-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR across all ratings and a 25% increase in the RRR across all ratings of the stressed-case portfolio would lead to upgrades of up to three notches for the notes, except for the 'AAAsf' rated debt, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the stressed-case portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the debt to withstand larger-than-expected losses for the remaining life of the transaction. 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 Penta CLO 15 DAC Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Penta CLO 15 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. PENTA CLO 15: S&P Assigns Prelim B- (sf) Rating to Cl. F-R Notes ---------------------------------------------------------------- S&P Global Ratings assigned its preliminary ratings to Penta CLO 15 DAC's class A loan and class A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer will have EUR26.73 million of outstanding unrated subordinated notes at closing, and will issue an additional EUR1.65 million of subordinated notes and EUR3.50 million class Z notes. This is a European cash flow CLO transaction, securitizing a pool of primarily syndicated senior secured loans and bonds. The portfolio's reinvestment period will end approximately 5.1 years after closing. This transaction is a reset of the already existing transaction that closed in December 2023. The existing classes of notes and loan will be fully redeemed with the proceeds from the issuance of the replacement notes and loan on the reset date. The ratings on the original notes and loan will be withdrawn on the reset date. Under the transaction documents, the rated notes and loan pay quarterly interest unless there is a frequency switch event. Following this, the notes and loan will switch to semiannual payments. The preliminary ratings assigned to Penta CLO 15's notes and loan reflect our assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes and loan through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which S&P expects to be bankruptcy remote. -- The transaction's counterparty risks, which S&P expects to be in line with its counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,755.14 Default rate dispersion 517.55 Weighted-average life (years) 4.61 Weighted-average life (years) extended to cover the length of the reinvestment period 5.13 Obligor diversity measure 139.85 Industry diversity measure 20.36 Regional diversity measure 1.26 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 1.75 Target 'AAA' weighted-average recovery (%) 35.54 Target weighted-average spread (net of floors, %) 3.67 Target weighted-average coupon (%) 4.85 Rationale S&P said, "At closing, we expect the portfolio to be well diversified, primarily comprising broadly syndicated speculative-grade senior secured term loans and bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow CDOs. "In our cash flow analysis, we modeled a target par of EUR400 million. We also modeled the target weighted-average spread (3.67%), the target weighted-average coupon (4.85%), and the target weighted-average recovery rates calculated in line with our CLO criteria for all classes of notes and loan. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on Jan. 15, 2031, the collateral manager may substitute assets in the portfolio as long as our CDO Monitor test is maintained or improved in relation to the initial ratings on the notes and loan. This test looks at the total amount of losses that the transaction can sustain--as established by the initial cash flows for each rating--and compares that with the current portfolio's default potential plus par losses to date. As a result, until the end of the reinvestment period, the collateral manager may through trading deteriorate the transaction's current risk profile, if the initial ratings are maintained. "Under our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk to be sufficiently mitigated at the assigned preliminary ratings. "At closing, we expect the transaction's documented counterparty replacement and remedy mechanisms to adequately mitigate its exposure to counterparty risk under our counterparty criteria. "At closing, we expect the transaction's legal structure and framework to be bankruptcy remote, in line with our legal criteria. "The CLO will be managed by Partners Group CLO Advisers LP, and the maximum potential rating on the liabilities is 'AAA' under our operational risk criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe the assigned preliminary ratings are commensurate with the available credit enhancement for the class A loan and class A-R to F-R notes. Our credit and cash flow analysis indicates that the available credit enhancement for the class B-R to E-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will be in its reinvestment phase starting from closing--during which the transaction's credit risk profile could deteriorate--we have capped our preliminary ratings on the notes. "For the class F-R notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a preliminary 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key factors, including: -- The class F-R notes' available credit enhancement, which S&P expecst to be in the same range as that of other CLOs it has rated and that have recently been issued in Europe. -- The portfolio's average credit quality, which S&P expects to be similar to other recent CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 26.55% (for a portfolio with a weighted-average life of 5.13 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 5.13 years, which would result in a target default rate of 16.42%. -- 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 preliminary 'B- (sf)' rating. "Given our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our preliminary ratings are commensurate with the available credit enhancement for all the rated classes of notes and loan. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the preliminary ratings on the class A loan and class A-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 transaction's exposure to environmental, social, and governance (ESG) credit factors as broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental and social credit factors is viewed as below average, while governance credit factors are average. For this transaction, the documents prohibit or limit certain assets from being related to certain activities. Accordingly, since the exclusion of assets from these activities does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Penta CLO 15 DAC is a European cash flow CLO securitization of a revolving pool, comprising mainly euro-denominated leveraged loans and bonds. The transaction will be a broadly syndicated CLO managed by Partners Group CLO Advisers LP. Ratings Prelim Prelim amount Credit Class rating* (mil. EUR) Interest rate§ enhancement (%) A-R AAA (sf) 170.40 Three/six-month EURIBOR 38.00 plus 1.28% A loan AAA (sf) 77.60 Three/six-month EURIBOR 38.00 plus 1.28% B-R AA (sf) 41.00 Three/six-month EURIBOR 27.75 plus 1.75% C-R A (sf) 25.00 Three/six-month EURIBOR 21.50 plus 2.15% D-R BBB- (sf) 30.00 Three/six-month EURIBOR 14.00 plus 3.05% E-R BB- (sf) 19.00 Three/six-month EURIBOR 9.25 plus 5.70% F-R B- (sf) 11.00 Three/six-month EURIBOR 6.50 plus 8.50% Z NR 3.50 N/A N/A Sub notes NR 28.38 N/A N/A *The preliminary ratings assigned to the class A loan and class A-R and B-R notes address timely interest and ultimate principal payments. The preliminary 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. PROVIDUS CLO XIII: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Providus CLO XIII DAC notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Providus CLO XIII DAC Class A XS3176107004 LT AAAsf New Rating Class B XS3176107269 LT AAsf New Rating Class C XS3176107343 LT Asf New Rating Class D XS3176107772 LT BBB-sf New Rating Class E XS3176107939 LT BB-sf New Rating Class F XS3176108150 LT B-sf New Rating Subordinated Notes XS3176108317 LT NRsf New Rating Transaction Summary Providus CLO XIII DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to fund a portfolio with a target par of EUR450 million that is actively managed by Permira Credit European CLO Manager 2 LLP. The collateralised loan obligation (CLO) has a five-year reinvestment period and an 8.5-year weighted average life test (WAL) at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 24.2. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 63.1%. Diversified Asset Portfolio (Positive): The transaction has various concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes six Fitch matrices. Each matrix set corresponds to two different fixed-rate asset limits at 5% and 12.5%. All matrices are based on a top-10 obligor concentration limit at 20%. Four of the matrices are effective on or after closing, corresponding to an 8.5-year weighted average life (WAL) and an extended nine-year WAL. Another two matrices are effective 18 months after closing, corresponding to a 7.5-year WAL, and are subject to the collateral principal amount (CPA, treating defaulted obligations at their Fitch collateral value) being at least equal to the reinvestment target par balance (RTPB). The deal has a five-year reinvestment period, which is governed by reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the deal structure against its covenants and portfolio guidelines. WAL Test Step-Up Feature (Neutral): The transaction can extend its WAL by six months on or after the step-up date, which is six months after closing. The WAL extension is subject to conditions including the satisfaction of the collateral-quality tests (CQTs) and the CPA (treating defaulted obligations at their Fitch collateral value) being at least equal to the RTPB, unless the manager has switched to the extended WAL matrix prior to the step-up date. The switch to the extended matrix set is subject to the satisfaction of the CQTs based on the extended matrix set and the CPA (treating defaulted obligations at their Fitch collateral value) being at least equal to the RTPB. Cash Flow Analysis (Neutral): The WAL used for the transaction's Fitch-stressed portfolio is 12 months less than the WAL covenant to account for structural and reinvestment conditions after the reinvestment period, including the satisfaction of the coverage tests and Fitch 'CCC' limit, together with a consistently decreasing WAL covenant. These conditions would, in Fitch's opinion, 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 one notch each for the class C to E notes, to below 'B-sf' for the class F notes and would not affect the class A and B notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B to F notes have a two-notch rating cushion due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the notes, except for the class E and F notes, which would be downgraded to below 'B-sf'. 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 five notches each across the capital structure, except for the 'AAAsf' notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and other Nationally Recognised Statistical Rating Organisations and European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for its analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Providus CLO XIII 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. VOYA EURO VI: S&P Assigns B- (sf) Rating to Class F-R-R Notes ------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Voya Euro CLO VI DAC's class A-R-R, B-R-R, C-R-R, D-R-R, E-R-R, and F-R-R notes. The issuer has EUR22.6 million of outstanding unrated subordinated notes at closing and also issued an additional EUR23.7 million of subordinated notes. This transaction is a reset of the already existing transaction. At closing, the existing classes of notes were fully redeemed with the proceeds from the issuance of the replacement notes on the reset date. The ratings on the original notes have been withdrawn The transaction has a 1.50-year noncall period and the portfolio's reinvestment period ends 4.50 years after closing. Under the transaction documents, the rated notes pay quarterly interest unless there is a frequency switch event. Following this, the notes will switch to semiannual payment. 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 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 2,775.16 Default rate dispersion 560.81 Weighted-average life (years) 4.00 Weighted-average life extended to cover the length of the reinvestment period (years) 4.50 Obligor diversity measure 194.72 Industry diversity measure 23.98 Regional diversity measure 1.27 Transaction key metrics Total par amount (mil. EUR) 400 Defaulted assets (mil. EUR) 0 CCC rated assets ('CCC+','CCC', and 'CCC-') (%) 2.75 Number of performing obligors 252 Portfolio weighted-average rating derived from S&P's CDO evaluator B Actual 'AAA' weighted-average recovery (%) 36.87 Actual weighted-average coupon (%) 4.37 Actual weighted-average spread (no credit to floors) (%) 3.70 S&P said, "The portfolio is well diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, we have conducted our credit and cash flow analysis by applying our criteria for corporate cash flow collateralized debt obligations. "In our cash flow analysis, we modeled the EUR400 million target par amount, the covenanted weighted-average spread of 3.64%, the weighted-average coupon of 4.35%, and the actual weighted-average recovery rates for all rated notes. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Until the end of the reinvestment period on May 21, 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, as long as the initial ratings are maintained. "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 documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "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. "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-R-R to F-R-R notes. Our credit and cash flow analysis indicates that the class B-R-R to E-R-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO will have a reinvestment period, during which the transaction's credit risk profile could deteriorate, we have capped our assigned ratings on the 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 have also included the sensitivity of the ratings on the class A-R-R to E-R-R notes in 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-R notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit assets from being related to certain activities. Accordingly, since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Voya Euro CLO VI DAC is a European cash flow CLO securitization of a revolving pool, comprising primarily euro-denominated senior secured loans and bonds. Voya Alternative Asset Management LLC manages the transaction. Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A-R-R AAA (sf) 248.00 38.00 3mE +1.32% B-R-R AA (sf) 44.00 27.00 3mE +1.95% C-R-R A (sf) 24.00 21.00 3mE +2.20% D-R-R BBB- (sf) 28.00 14.00 3mE +3.50% E-R-R BB- (sf) 18.00 9.50 3mE +5.86% F-R-R B- (sf) 12.00 6.50 3mE +8.64% Additional sub. Notes NR 22.60 N/A N/A Sub. Notes NR 23.70 N/A N/A *The ratings assigned to the class A-R-R and B-R-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R-R, D-R-R, E-R-R, and F-R-R notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month Euro Interbank Offered Rate (EURIBOR) when a frequency switch event occurs. NR--Not rated. N/A--Not applicable. 3mE--Three-month EURIBOR. S Sub. notes--Subordinated notes. =================== L U X E M B O U R G =================== ARD FINANCE: S&P Withdraws 'CCC+' Long Term Issuer Credit Rating ---------------------------------------------------------------- S&P Global Ratings withdrew its 'CCC+' long term issuer credit ratings on ARD Finance S.A., Ardagh Packaging Holdings Ltd., and Ardagh Packaging Group Ltd. at the issuer's request. At the time of withdrawal, S&P's outlook on each of these entities was stable. =========== R U S S I A =========== UZBEKISTAN: S&P Ups Sovereign Credit Ratings to BB, Outlook Stable ------------------------------------------------------------------ On Nov. 21, 2025, S&P Global Ratings raised its long-term foreign- and local-currency sovereign credit ratings on Uzbekistan to 'BB' from 'BB-'. The outlook is stable. At the same time, S&P affirmed its 'B' short-term foreign- and local-currency sovereign credit ratings on Uzbekistan. S&P also revised its transfer and convertibility assessment to 'BB+' from 'BB-'. Outlook The stable outlook balances Uzbekistan's resilient growth and favorable government debt profile against risks stemming from a rise in broader external and fiscal leverage, if these continue unchecked over the longer term. Downside scenario S&P said, "We could lower the ratings if external and fiscal deficits weaken beyond our expectations, for instance, due to less favorable terms of trade, higher government spending levels, a material increase in borrowing costs, or a materialization of unforeseen contingent liabilities, given the significant size of the state-owned enterprise (SOE) sector in Uzbekistan. "We could also take a negative rating action if growth rates proved significantly weaker than we forecast due to lower-than-anticipated economic benefits from debt-financed investment projects or if such projects required significantly higher spending to reach completion, weakening Uzbekistan's fiscal position." Upside scenario S&P could raise the ratings if Uzbekistan's budgetary and current account deficits moderated without impairing economic performance. Rationale S&P said, "The upgrade primarily reflects what we view as sustained improvements in Uzbekistan's macroeconomic policymaking in recent years. Beginning in 2017 with the liberalization of the exchange rate, Uzbekistan's structural reform agenda has increasingly focused on introducing market pricing mechanisms and attracting investment to reduce the state's historically large footprint in the economy." Key measures have included energy tariff adjustments, strengthening the quality of regulatory oversight, a focus on privatizing SOEs, and preparations for World Trade Organization accession in 2026. While privatization has advanced slowly and SOEs continue to play a significant role, the government's reform program, together with resilient household consumption, underpinned by strong remittance inflows and rising wages, should support growth of about 6.3% over 2025-2028. Ongoing utility tariff adjustments to cost-recovery levels support a reduction in government energy subsidies. S&P notes that the authorities started raising electricity and gas tariffs on corporates and households in October 2023, with adjustments continuing through 2025. While these adjustments have temporarily stoked inflation, they have contributed to a steady reduction in state energy subsidies to $0.8 billion (0.7% of GDP) in 2024, down from $1.5 billion (1.4% of GDP) in 2023. Record gold prices have contributed to a doubling of Uzbekistan's international reserves between 2023 and 2025. As a commodity exporter, the country is currently benefiting from favorable terms of trade, with gold and other metals accounting for about 40% of exports, and from the impact of the revaluation of gold prices on central bank international reserves, of which monetary gold comprises 80%. Although S&P still views balance-of-payments risks as elevated for Uzbekistan amid geopolitical and global trade uncertainty, these risks are partially offset by strong official external funding, the long maturity profile of external debt, and still moderate overall external leverage in an emerging market context. Nevertheless, a persistent and unchecked ramp-up in public sector and external leverage over the longer term could present risks, particularly if debt-financed investment projects fail to deliver the sustainable growth that the authorities expect while adding to borrowing costs. S&P's ratings on Uzbekistan also remain supported by the country's track record of resilient growth. Uzbekistan's growth is heavily investment led, with one of the highest investment-to-GDP ratios globally, at about 32%. Together with strong household consumption, this has fueled one of the highest growth rates in the Commonwealth of Independent States (CIS) region. The ratings remain constrained by Uzbekistan's low GDP per capita, exposure to commodity price volatility, and relatively limited monetary policy flexibility. Gold comprises about one quarter of fiscal revenue, half of merchandise exports, and over three-quarters of central bank international reserves, exposing Uzbekistan's external and fiscal positions to fluctuations in gold prices. However, lower correlation between gold and other metal prices provides some degree of risk hedging. At the same time, geopolitical vulnerabilities remain somewhat elevated, given the economy's reliance on Russia for remittances and trade, which heightens susceptibility to external shocks and secondary sanctions. Institutional and economic profile: S&P projects growth momentum will remain resilient despite global trade tensions -- Uzbekistan has been the second-fastest-growing economy in the CIS in the past decade, but GDP per capita remains relatively low at $3,500 in 2025. -- Broad-based macroeconomic reforms should support the country's investment prospects, albeit from a low base. -- S&P expects decision-making to remain somewhat centralized, and despite recent governance improvements, checks and balances between branches of government remain limited. Uzbekistan's economic growth has averaged almost 6% annually over the past eight years, since the start of economic liberalization in 2017. Uzbekistan's economy expanded by 7.6% year on year in the first nine months of 2025, compared with 6.6% during the same period in 2024, bolstered by strong performance across a range of sectors, including information and communication, construction, tourism, and trade. High gold prices have also supported currency appreciation and significantly lifted GDP in dollar terms. S&P forecasts buoyant growth of 6.3% per year on average over 2025-2028, underpinned by resilient household demand and the government's sizable investments in energy, mining sector capacity expansion projects, and other infrastructure projects, along with social spending. Government measures to stimulate the economy and maintain price stability, such as zero rates on customs duties and regulated prices on certain foods and other key consumer goods, should also boost consumption. S&P said, "We forecast Uzbekistan's GDP per capita will reach $3,500 in 2025, up from $2,000 before the pandemic in 2019, but still low by global standards. About one-quarter of Uzbekistan's population is employed in agriculture, which makes up about 15% of the economy. The country benefits from favorable demographics--almost 90% of Uzbeks are at or below working age--presenting an opportunity for labor-supply-led growth. Nevertheless, we anticipate that job growth is unlikely to match demand, and that many of Uzbekistan's permanent and seasonal expatriates will continue to seek employment in Russia and new destinations in Europe and the Middle East, with the economy remaining dependent on remittance inflows." Public-private partnerships (PPPs) have expanded rapidly, with the total value of signed contracts amounting to an estimated 27% of GDP at end-2024. The government has approved a further pipeline of approximately $30 billion in PPP projects over 2024-2030, concentrated in strategic sectors such as energy (93% of projects), including renewables (83% of all energy projects). The authorities plan to diversify and modernize electricity generation, particularly through green energy, with the goal of raising renewables to 54% of the energy mix by 2030, from about 20% currently. Notably, Saudi Arabia's ACWA Power intends to invest $7.5 billion in electricity generation projects in Uzbekistan through 2030. S&P notes that a newly adopted PPP framework should limit future commitments, including a cap of $6.5 billion in 2025, but unforeseen project failures could still weigh on public finances over the longer term. The authorities estimate direct and contingent liabilities stemming from the PPP projects at about 15% of GDP. S&P said, "Structural reforms are underway to reduce the footprint of the state in the economy, but we expect progress to be comparatively slow. State asset privatizations reached $3.7 billion between 2021 and the first half of 2025 (3.2% of GDP), with the largest sale being a controlling stake in Ipoteka Bank in 2023 (prior to privatization, the fifth-largest state-owned bank in the country). That said, the privatization process has progressed more modestly than initially envisioned, owing to restructuring delays, capacity constraints, and external shocks tied to the pandemic and the Russia-Ukraine conflict. Still, we expect the authorities will remain committed to reducing the dominant role of SOEs--around 1,800 entities (of which over 95% are small in size)--within the economy. This commitment is underscored by the establishment of the National Investment Fund (UzNIF) in 2024, managed and administered by asset management firm Franklin Templeton, which intends to list the shares of 15 major SOEs and banks on domestic and international stock exchanges. Under a scenario of a ceasefire between Russia and Ukraine, Russia-related trade and capital flows through Uzbekistan could be affected, but S&P expects the broad economic impact to be contained. Since 2022, the economy has absorbed spillover effects from the war relatively well. Remittance inflows surged by 27% year on year to $8.2 billion (7.1% of GDP) in the first half of 2025, supported by sustained labor demand and higher wages in Russia (78% of remittances stem from Russia), digitalization of money transfer routes, and growing diversification of remittance sources from the U.S., Germany, Poland, and South Korea. Trade with Russia also expanded by roughly 5% year on year to $6.0 billion (5.2% of GDP) in the first half of 2025. Although the authorities continue efforts to comply with sanction requirements, risks persist that the U.S. and EU could impose additional secondary sanctions on Uzbek companies engaged in business with Russia. This is evidenced by past measures against private Uzbek firms engaged in trading electronic and telecommunications equipment and defense-related goods. However, there have been few sanctions-related cases since 2022. Despite macroeconomic policy improvements, Uzbekistan's broader institutional arrangements remain comparatively weak. A new constitution adopted in May 2023 lengthened the presidential term of office to seven years from five and allows the current president, Shavkat Mirziyoyev, to remain in power until 2037. In our view, government policy responses can be difficult to predict, considering the relatively centralized decision-making process. Moreover, while perceptions of corruption are improving, they remain elevated compared with peers at similar rating levels. Flexibility and performance profile: S&P forecasts government and broader external debt will continue rising at a moderate pace -- S&P anticipates that public development plans, which require sizable debt-financed investments, will continue to place upward pressure on net general government debt and borrowing costs over the medium term. -- Uzbekistan's debt profile remains favorable, with a large proportion of total debt on concessional terms (84% of total external debt). -- Although monetary policy effectiveness has improved in recent years, S&P still considers the Central Bank of Uzbekistan's (CBU's) operational independence to be constrained and loan dollarization remains elevated, at about 40% of total loans. The authorities remain on track to achieve their headline fiscal deficit target of 3.0% of GDP in 2025. All-time-high gold prices are supporting Uzbekistan's fiscal receipts through higher corporate income tax and mining tax revenue and dividends. S&P said, "On the expenditure side, we expect energy tariff liberalization to deliver fiscal savings of about 1% of GDP this year, while ongoing efforts to target social spending should help contain spending. We forecast that still favorable commodity prices and ongoing budget consolidation measures will support deficits of an average of 3% of GDP annually over 2025-2028, slightly lower than 4% of GDP recorded over 2022-2024." Nonetheless, fiscal outcomes remain subject to downside risks, particularly given the historically procyclical nature of social protection spending, including government wages, which account for about 50% of expenditure and are politically difficult to adjust. Although Uzbekistan's reported headline deficits averaged 4% of GDP in the past three years, S&P notes that net general government debt increased at a faster pace of over 6% of GDP. In recent years, the government has significantly ramped up spending on energy, mining capacity expansion, infrastructure, and social programs. Some of this has been extended through guarantees and on-lending via SOEs, which does not require government spending, and is therefore not accounted for as such under reported headline fiscal statistics. Given that about 84% of Uzbekistan's government debt is denominated in foreign currency, a gradual depreciation of the Uzbekistani sum has also contributed to government debt increasing at a faster pace than implied by the reported deficits. S&P said, "We project that continued public investment will push net general government debt to about 35% of GDP by 2028, compared with a net asset position in 2017. Our debt projections incorporate government-guaranteed debt (5.5% of GDP in 2024), reflecting Uzbekistan's close ties with government-related entities (GREs). In addition, we see some risk that non-guaranteed GRE debt could crystallize on the sovereign balance sheet (5.0% of GDP in 2024)." To minimize this risk, the government has recently implemented a system for monitoring and analyzing covenant requirements in SOEs' loan agreements. Uzbekistan's debt profile remains predominantly concessional, but commercial issuance has been increasing. Uzbekistan owes most of its foreign debt to official lenders (84% of total external debt), on concessional terms with long tenors. To mitigate currency risk and foster domestic capital market development, the government has shifted toward greater reliance on domestic borrowing, with the share of local currency debt rising to 12% of total debt in 2024, up from 8% in 2022. S&P said, "We expect that the growing dependence on domestic and commercial external issuances will lift interest payments to about 4.4% of general government revenue over 2025-2028, compared with just 0.6% in 2019. In our view, this is still a low level in an emerging market comparison." The government's liquid assets fell to 9% of GDP in 2024, down from 33% of GDP in 2017. Most of these assets are concentrated in the Uzbekistan Fund for Reconstruction and Development (UFRD), which was founded in 2006. The UFRD was initially funded with capital injections from the government, as well as revenue from gold, copper, and gas sales above certain cut-off prices, until 2019. S&P said, "When calculating government liquid assets, we include only the external portion of UFRD assets. The domestic portion consists of loans to GREs and capital injections to banks, and we consider it to be largely illiquid and unlikely to be available for debt service. In addition, we exclude UFRD external assets from the CBU's usable reserves because we consider that the former are primarily held for fiscal reasons, rather than to support monetary or balance-of-payments needs. Our view is supported by the budgetary use of UFRD assets in the domestic economy in recent years." Record-high gold prices are providing a boost to Uzbekistan's exports and international reserves. Commodities, and particularly gold, account for 40% of goods exports, while monetary gold holdings represent about 80% of the CBU's usable reserves, thereby benefiting from valuation gains linked to higher prices. S&P said, "That said, we understand that such gold holdings can be readily liquidated through international metal exchanges should the need arise. We project usable reserves will peak at $55 billion at end-2025 before declining through 2028, reflecting our assumption of falling gold prices to $3,300 in 2026, $2,600 in 2027, and $2,300 in 2028, from an average of around $3,400 in 2025." Structurally high current account deficits and rising external debt could heighten balance-of-payment risks for Uzbekistan over the medium term. S&P said, "We forecast the current account deficit will widen to about 5.7% of GDP by 2028, from an estimated 3.2% in 2025, reflecting a relative normalization of remittance inflows and a gradual decline in gold prices. We also expect import growth to remain elevated, driven by the sizable pipeline of investment projects. Moreover, Uzbekistan became a net importer of gas in October 2023 following the start of Russian gas imports via Kazakhstan. We anticipate that the current account deficit will be financed primarily through concessional external debt and, to a lesser extent, foreign direct investment inflows." Uzbekistan's monetary policy effectiveness has strengthened in recent years, but shortcomings remain, including shallow domestic capital markets and elevated dollarization levels. The CBU intermittently intervenes in the foreign exchange market to smooth volatility, primarily through large gold purchases. With priority rights to domestically mined gold, the CBU acquires gold in local currency and subsequently sells U.S. dollars in the domestic market to offset the impact of its interventions on the Uzbek som. S&P said, "We expect ongoing increases in energy tariffs to keep inflation elevated at almost 9% in 2025, compared with an average of 11% over 2020-2024, before gradually declining to about 8% by 2028. To counter inflationary pressures, the CBU raised its policy rate by 50 basis points to 14% in March 2025. "We expect Uzbekistan's banking sector to remain resilient. We consider that favorable economic growth prospects, strengthening disposable incomes, and low financial inclusion, including penetration of retail lending in Uzbekistan (with household debt to GDP below 10% of GDP), will remain among the key factors contributing to further growth of banking business and strong demand for lending in the next few years. The largest Uzbek state-owned banks and the few privately owned banks have stable and diversified funding profiles, supported by sizable long-term funding from the state, international financial institutions, and external capital markets. However, we view the steadily growing domestic deposit base as insufficiently large to cover banks' financing needs, especially for long-term funding, while the local capital market also remains small and shallow. We continue to see bank regulation in Uzbekistan as reactive, rather than proactive. Regulatory actions are not always predictable and transparent, but regulation is gradually improving." State-owned banks dominate the sector and hold 65% of total assets, which distorts the operating environment. S&P said, "This, combined with preferential government lending programs, reduces the effectiveness of the monetary transmission mechanism, in our view. The privatization of Uzbekistan's state banks is taking longer than the government initially envisioned. Following the sale of Ipoteka Bank in 2023, the authorities now plan to privatize two large state banks: SQB and Asaka. However, we expect it will take time, as further progress will depend on various factors including the transformation of state banks to make them more efficient and profitable, continued engagement with the market on the government's modernization plans, and alignment on asset valuations." To address very strong growth in consumer loans over the past few years, the central bank has implemented more stringent lending requirements. These include limits on car loans, cash loans, and credit card and overdraft loans in total banks' loan portfolios and tighter debt service-to-income limits for retail borrowers. Although dollarization is declining thanks to CBU policies, it remains high: about 37% of loans and 25% of deposits were denominated in U.S. dollars as of end-October 2025. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Other governance factors UZBEKNEFTEGAZ JSC : Fitch Affirms 'BB' LT IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed JSC Uzbekneftegaz's (UNG) Long-Term Issuer Default Rating (IDR) at 'BB' with a Stable Outlook. Fitch has also affirmed UNG's senior unsecured rating at 'BB'. The Recovery Rating is 'RR4'. UNG's rating is equalised with that of its parent Uzbekistan (BB/Stable) as the company is a fully state-owned integrated natural gas and liquid hydrocarbons producer with strong links to the government. UNG's 'b' Standalone Credit Profile (SCP) and its support score of 40, out of a maximum 60, result in rating equalisation with the sovereign's. UNG's SCP reflects its medium size and low-cost position, regulated domestic gas prices, and limitations of the general operating environment in Uzbekistan. Potential privatisation of UNG's gas-to-liquids (GTL) plant may adversely affect its SCP and IDR, depending on the terms. Key Rating Drivers GTL Plant Potential Privatisation: UNG's gas-to-liquids (GTL) plant is targeted for privatisation under a presidential decree issued in April 2025. In 2024, the GTL plant contributed about 28% of UNG's Fitch-calculated EBITDA and accounted for roughly half of gross debt. Fitch has not received details on the prospective transaction structure, sale proceeds, or whether GTL's debt would be deconsolidated. Removing GTL's cash flows and gross debt from consolidation would likely be neutral for UNG's 'b' SCP, as a weaker business profile would be offset by stronger leverage metrics. However, deconsolidation of GTL cash flows without a reduction in leverage could weigh on the SCP and the IDR. Natural Gas Output Decline Continues: UNG's natural gas output fell to 27.1 bcm in 2024 from 33.9 bcm in 2021. Fitch projects a further decline to 25.5 bcm in 2025, consistent with management guidance. About 10% of its sites in Uzbekistan generate roughly 70% of total production, even though UNG operates multiple fields across the country. The depletion of key assets has driven the recent drop in volumes. UNG has partnered with several international oil and gas companies to bolster output. Fitch forecasts production to remain at 25.5 bcm in 2026, whereas UNG expects growth to resume. Medium Upstream Scale: UNG's operational scale - forecast at 439 thousand barrels of oil equivalent per day in 2025 - compares well with higher rated peers, despite its decreasing output, and supports its SCP. Similarly, its 1P reserves of 2.5 billion barrels of oil equivalent and a reserve life of 16 years positions it well compared with higher rated peers and support its SCP. 'Very Strong' Oversight: Fitch assesses decision-making and oversight as 'Very Strong' under Fitch's Government-Related Entities Rating Criteria. The state's ownership and control of UNG, as its sole shareholder, underscores the government's commitment to the company's stability and operational efficiency. Natural gas prices remain regulated and are the main driver of UNG's profitability, underlining the influence the government has over UNG. 'Very Strong' Precedents of Support: Fitch views precedents of support as 'Very Strong', with state guarantees covering 37% of UNG's consolidated debt as of end-June 2025. The government's backing is also evident in liberalised oil product prices, selected tax incentives, and reduced dividend requirements, ensuring the company's effective debt servicing and operational sustainability. The share of state-guaranteed debt has decreased from over 50% in 2024. A further decrease to below 25% could result in a reassessment of precedents of support, potentially with negative consequences for the IDR. 'Strong' Incentives to Support: Fitch assesses preservation of government policy role as 'Strong'. UNG's provision of critical energy supplies to domestic sectors, the country's reliance on gas for power, heating, and automotive fuel, and UNG's status as one of the largest employers in Uzbekistan reinforce its importance. Contagion risk is 'Strong', reflecting UNG's significant borrowing activities, albeit with a smaller debt load than the state's. Peer Analysis UNG's closest peers are JSC National Company KazMunayGas (NC KMG; BBB/Stable, SCP at bb) and State Oil Company of the Azerbaijan Republic (SOCAR; BBB-/Stable, SCP at bb-). UNG's 'b' SCP is lower than NC KMG's and SOCAR's, reflecting lower profitability and higher debt, despite comparable integrated business models and production scale. All three companies are state-owned, integrated oil and gas producers with ratings equalised with their respective sovereigns, benefiting from state ownership and strategic importance to their national economies. NC KMG has stronger financial metrics, with EBITDA net leverage of 0.6x and EBITDA interest coverage of 8.9x in 2024, compared with Uzbekneftegaz's 3.9x and 4.2x, respectively. SOCAR's reported leverage is similar to Uzbekneftegaz's at 2.6x EBITDA net leverage but has weaker interest coverage of 2.8x. SOCAR's 'bb-' SCP is further constrained by lower financial transparency than peers. Key Assumptions Fitch's Key Rating-Case Assumptions - Upstream volumes broadly stable in 2025-2028 - A modest increase in domestic realised gas prices - Annual capex averaging UZS9.6 trillion in 2025-2029 - Annual dividend averaging UZS500 billion in 2025-2029 RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A sovereign downgrade - EBITDA net leverage consistently above 4.5x, which could be negative for the SCP and the IDR - Weakening ties with the government, for example, if the share of government-guaranteed debt declines below 25% - Weakening of the business profile due to GTL plant privatisation, unless offset by a stronger financial profile - Material deterioration in liquidity Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA net leverage sustained below 3.5x due to a record of liberalisation of natural gas prices in Uzbekistan, accompanied by improved liquidity, which could be positive for the SCP, but not necessarily for the IDR For Uzbekistan sensitivities, see "Fitch Upgrades Uzbekistan to 'BB'; Outlook Stable" dated 26 June 2025. Liquidity and Debt Structure UNG's cash balance was UZS1.3 trillion at end-2024 against UZS13.5 trillion of short-term debt. The company issued a USD850 million (around UZS11 trillion) bond due 2030 in April 2025 and signed loan agreements in 1H25 totaling UZS9.7 trillion, which improved its liquidity position. Nevertheless, its cash balance at end-June 2025 of UZS3.7 trillion was insufficient to cover short-term debt of UZS9.2 trillion, making UNG reliant on refinancing of its short-term maturities. Issuer Profile UNG is Uzbekistan's national oil and gas company. It produces natural gas, condensate, oil, oil products and petrochemicals. UNG sells all of its gas domestically. Summary of Financial Adjustments UNG raised USD1 billion in 2023 through selling industrial gas facilities belonging to its GTL plant to Air Products, and concluded a tolling service agreement with Air Products. Fitch treats the sale and lease back transaction, with a balance of UZS12.2 trillion, at end-2024 as debt. Public Ratings with Credit Linkage to other ratings UNG's IDR is equalised with Uzbekistan's rating. 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 UNG has an ESG Relevance Score of '4' for Financial Transparency due to limited record of audited financial statements and publication timeliness, 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- JSC Uzbekneftegaz LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB UZEX JSC: Fitch Affirms 'B' Long-Term IDR, Alters Outlook to Pos. ----------------------------------------------------------------- Fitch Ratings has revised JSC UZEX's - the Uzbek Commodity Exchange - Outlooks to Positive, from Stable, while affirming its Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B'. The Outlook revisions reflect UZEX's improving counterparty exposure and an enhanced operating environment following Uzbekistan's upgrade to 'BB'/Stable in June 2025, strengthening its assessment of its business profile. Key Rating Drivers Rating Capped by Concentration Risk: UZEX's ratings are constrained by its high reliance on Private Joint Stock Bank Trustbank (a related party with a significant stake in UZEX), where the former has placed most of its liquid assets. The exchange has sought to diversify its bank placements since 2023 but about 80% of its assets were still placed at Trustbank at end-2024. As a result, Fitch believes that a default of Trustbank would lead to a failure of the exchange. Solid Profitability; Sound Franchise: The ratings are supported by its commission-based business model, which does not require debt, thereby limiting solvency risk. The ratings also factor in its solid profitability and an established franchise in Uzbekistan's commodity-trade intermediation and market infrastructure. No Direct Counterparty Risk: UZEX is not directly exposed to counterparty risk, within its clearing activities, because it acts as an agent. If a counterparty fails to deliver, the transaction is cancelled with no recourse to the exchange. This limits its market and trading counterparty risks and confines risks from clearing activities mainly to operational risks. Developing Franchise: UZEX is Uzbekistan's main commodity exchange, with an estimated market share of about 90% at end-1H25 and virtually no local competition. The authorities' reform agenda benefits the exchange as more commodities and state purchases are directed through it. Commodities, including cotton and metals, are an important part of the local economy, but UZEX's franchise is small and concentrated relative to more diversified domestic financial institutions, notably banks. Strong Profitability: Commodity exchange trading fees and exchange clearing fees (61% of revenue at end-2024) are UZEX's main sources of revenue. In addition, the exchange earns interest income on its liquid assets, which covered over 70% of operating expenses in 2024. It supports the state tender, which is mandatory for government bodies and state-owned enterprises. This subsector contributed 7% of revenue in 2024. EBITDA margin is very strong, reflecting automated and efficient operations that benefit from rising trading volumes and scale under a fairly fixed cost base. Basic Risk Management Practices: High liquidity concentration constrains its assessment of UZEX's risk management. Counterparty risk management is rudimentary, with a flat margin requirement of 10%, which does not consider the varying credit qualities of counterparties or the differing price volatility inherent in various commodities. However, despite the volatile operating environment, the company's risk controls have provided reasonable protection against operational and indirect market risks, as reflected in a record of limited operational and clearing-related losses. No Support Factored in Ratings: Fitch does not rule out government support for UZEX, as it is the leading commodity exchange in Uzbekistan, where commodities play an important role in the economy. However, the company's ratings do not rely on this support, given its limited importance to Uzbekistan's financial system and social policy. ESG Governance Structure: UZEX's high reliance on the related party, Trustbank, where it holds most of its cash and other liquid assets, negatively affects the ESG Relevance Score for governance structure. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Increased counterparty risk or a material deterioration of UZEX's performance, with sizeable losses threatening the company's solvency. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Lower counterparty risk or improved risk management practices that would reduce concentrations, for instance, diversification of liquidity placements at multiple higher-rated banks. - Notably higher systemic importance or policy role, although not expected by Fitch. ADJUSTMENTS The 'b+' earnings and profitability score is below the 'bb' implied score due to the following adjustment reason: revenue diversification (negative). The 'b+' capitalisation and leverage score is below the 'bb' implied score due to the following adjustment reason: size of capital base (negative). The 'b' funding, liquidity and coverage score is below the 'bb' implied score due to the following adjustment reason: funding flexibility (negative). ESG Considerations UZEX has an ESG Relevance Score of '5' for governance structure. This reflects risks arising from a high reliance on the related party Trustbank. The exchange holds most of its cash and other liquid assets in Trustbank. A default of the latter would trigger a failure of UZEX, which constrains the exchange's ratings and is highly relevant to the rating in conjunction with other factors. UZEX's ESG Relevance Score for financial transparency has been revised to '3', from '4', reflecting improvement in the quality and timeliness of its financial disclosures. Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of '3'. This means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation of the materiality and relevance of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- JSC UZEX LT IDR B Affirmed B ST IDR B Affirmed B LC LT IDR B Affirmed B LC ST IDR B Affirmed B Government Support ns Affirmed ns Shareholder Support ns Affirmed ns ========= S P A I N ========= [] Moody's Takes Rating Action on 3 Spanish RMBS Deals ------------------------------------------------------ Moody's Ratings has upgraded the ratings of 9 notes, confirmed the rating of one note and affirmed the ratings of 3 notes in BANCAJA 10, FTA, BANCAJA 11, FTA and BANCAJA 13, FTA. The rating action concludes Moody's review of 10 notes placed on review for upgrade on October 06, 2025 (https://urlcurt.com/u?l=tO9rtb) 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). Issuer: BANCAJA 10, FTA EUR500M Class A3 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR65M Class B Notes, Upgraded to A1 (sf); previously on Oct 6, 2025 Baa1 (sf) Placed On Review for Upgrade EUR52M Class C Notes, Upgraded to Baa3 (sf); previously on Oct 6, 2025 Ba1 (sf) Placed On Review for Upgrade EUR26M Class D Notes, Upgraded to Ba2 (sf); previously on Oct 6, 2025 B3 (sf) Placed On Review for Upgrade EUR31M Class E Notes, Affirmed C (sf); previously on Oct 6, 2025 Affirmed C (sf) Issuer: BANCAJA 11, FTA EUR440M Class A3 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR63M Class B Notes, Confirmed Ba1 (sf); previously on Oct 6, 2025 Ba1 (sf) Placed On Review for Upgrade EUR24M Class C Notes, Upgraded to Ba2 (sf); previously on Oct 6, 2025 B1 (sf) Placed On Review for Upgrade EUR20M Class D Notes, Affirmed C (sf); previously on Oct 6, 2025 Affirmed C (sf) EUR22.9M Class E Notes, Affirmed C (sf); previously on Oct 6, 2025 Affirmed C (sf) Issuer: BANCAJA 13, FTA EUR2583.7M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR152M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR159.3M Class C Notes, Upgraded to Aa3 (sf); previously on Oct 6, 2025 Baa1 (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 and increased levels of credit enhancement for the affected notes in all three transactions. Further, this action takes into account the better than expected performance for BANCAJA 10, FTA and BANCAJA 11, FTA as well as Moody's assessments of past interest shortfall and likelihood of future missed interest for Class B , C and D Notes in BANCAJA 10, FTA. The rating upgrade of Class B notes in BANCAJA 13, FTA also reflect the upgrade of CaixaBank, S.A.'s CR assessment to A2(cr). Moody's affirmed the ratings of the Notes with an expected loss consistent with their current ratings and current interest shortfall. For instance, there is a significant, albeit decreasing, amount of unpaid interest for Class D in Bancaja 11, FTA. Moody's also confirmed Class B in BANCAJA 11, FTA reflecting Moody's assessments of past interest shortfall and likelihood of future missed interests in line with the current rating. Decreased Country Risk The rating action 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. Sequential amortization together with a replenishing reserve fund in BANCAJA 10, FTA and BANCAJA 13, FTA led to the increase in the credit enhancement available in all three transactions. In BANCAJA 10, FTA the credit enhancement for the Class A3, Class B, Class C and Class D notes affected by the rating action increased to 43.9%, 26.3%, 12.3% and 5.3% from 37.9%, 22.3%, 9.8% and 3.5% respectively since the rating action in February of 2025. In BANCAJA 11, FTA, the reserve fund is fully depleted but the credit enhancement for the Class A3, Class B and Class C notes affected by the rating action increased to 30.6%, 12.6% and 5.7% from 28.5%, 11.7% and 5.3% respectively since the rating action in May of 2025. In BANCAJA 13, FTA, the credit enhancement for the Class A, Class B and Class C notes affected by the rating action increased to 58.4%, 38.9% and 18.4% from 47.6%, 31.5% and 14.6% respectively since the last rating action. The transaction includes a reserve fund amortization trigger, which could lead to an amortization of the reserve fund to its floor if 90 days plus arrears are below 1.0% of current pool balance and the reserve fund is at its target level; Moody's have assessed the likelihood of this event and the impact on the notes. Assessment of Interest Shortfalls and likelihood of prolonged missed interest The interest of Class B, Class C and Class D in BANCAJA 10, FTA remains subordinated to principal due on Class A3 given the interest deferral triggers are hit, however reserve fund, and, excess spread, if any, are available to pay subordinated interest for Classes B, C and D. The upgrade of Classes C and D in BANCAJA 10, FTA has taken into account the permanent economic loss resulting from the 7.5 and 9.5 years respectively over which interest was deferred without interest on deferred interest being due. Moody's analysis has also considered potential future interest deferrals. While all interest shortfalls have since been recouped, the transaction structure does not mandate interest-on-interest following non-payment of interest. Class B only missed a single quarter of interest payments and Moody's considers the risk of future interest deferral as very limited, reflected in the upgrade to A1. Revision of Key Collateral Assumptions: As part of the rating action, Moody's reassessed Moody's lifetime loss expectation for the portfolio reflecting the collateral performance to date. BANCAJA 10, FTA The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 1.10% of current pool balance showing a decreasing trend over the past year. Cumulative defaults currently stand at 11.87% of original pool balance slightly up from 11.80% a year earlier. Moody's decreased the expected loss assumption to 2.77% as a percentage of current pool balance due to the improving performance. The revised expected loss assumption corresponds to 5.68% as a percentage of original pool balance down from 5.76%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 8.80% from 10.20%. BANCAJA 11, FTA The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 1.17% of current pool balance showing a decreasing trend over the past year. Cumulative defaults currently stand at 13.52% of original pool balance slightly up from 13.43% a year earlier. Moody's decreased the expected loss assumption to 2.69% as a percentage of current pool balance due to the improving performance. The revised expected loss assumption corresponds to 6.49% as a percentage of original pool down balance from 6.59%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 8.70% from 9.80%. BANCAJA 13, FTA The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 1.52% of current pool balance showing a decreasing trend over the past year. Cumulative defaults currently stand at 10.38% of original pool balance up from 10.21% a year earlier. Moody's maintained the expected loss assumption at 4.61% as a percentage of current pool balance due to the stable performance. The revised expected loss assumption corresponds to 6.82% as a percentage of original pool balance, slightly down from 6.90%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have maintained the MILAN Stressed Loss assumption at 12.90%. Change in counterparty's rating In the case of Class B in Bancaja 13, FTA, the rating upgrade also reflects the upgrade of CaixaBank, S.A.'s CR assessment to A2(cr) from A3(cr). CaixaBank, S.A. acts as the servicer and issuer account bank in the transaction. 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. =========== S W E D E N =========== POLESTAR AUTOMOTIVE: To Adjust ADS Ratio by Yearend 2025 -------------------------------------------------------- Polestar Automotive Holding UK PLC plans to change the ratio of its Class A, Class B, Class C-1 and Class C-2 American Depositary Shares to the respective Class A, Class B, Class C-1 and Class C-2 ordinary shares from the current ADS Ratio of one ADS to one ordinary share, to a new ADS Ratio of one ADS to 30 ordinary shares. The Company anticipates that the ADS Ratio Change will be effective prior to the end of 2025. There will be no change to the Company's Class A, Class B, Class-1 or Class C-2 ordinary shares. As of the effective date of the ADS Ratio Change, the Company's Class A ADSs will continue to be traded on the Nasdaq Global Market under the symbol "PSNY" and the Company's Class C-1 ADSs will continue to be traded on Nasdaq under the symbol "PSNYW". The Company will file post-effective amendments to its registration statements on Form F-6 with the United States Securities and Exchange Commission to reflect the ADS Ratio Change. No new fractional ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank for the Company's ADS program, Citibank N.A. and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary Bank. Aside from ADS holders who will receive cash following the sale of their fractional entitlements, the ADS Ratio Change will not impact any ADS holder's percentage ownership of the Company or voting power. As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the ADS Ratio Change will be equal to or greater than the ADS price on a proportionate basis. About Polestar Automotive Polestar (Nasdaq: PSNY) is the Swedish electric performance car brand with a focus on uncompromised design and innovation, and the ambition to accelerate the change towards a sustainable future. Headquartered in Gothenburg, Sweden, its cars are available in 27 markets globally across North America, Europe and Asia Pacific. Gothenburg, Sweden-based Deloitte AB, the Company's auditor since 2021, issued a "going concern" qualification in its report dated May 9, 2025, attached to the Company's Annual Report on Form 10-K for the year ended December 31, 2024, citing that the Company requires additional financing to support operating and development activities that raise substantial doubt about its ability to continue as a going concern. As of Dec. June 30, 2025, the Company had $3.6 billion in total assets, $7.9 billion in total liabilities, and a total deficit of $4.3 billion. ============= U K R A I N E ============= BANK ALLIANCE: S&P Downgrades ICR to 'CCC', Outlook Negative ------------------------------------------------------------ S&P Global Ratings lowered its long-term foreign and local currency issuer credit ratings on Ukraine-based Bank Alliance JSC to 'CCC' from 'CCC+' and the national scale rating on the bank to 'uaB-' from 'uaBB'. The outlook is negative. At the same time, S&P affirmed its 'C' short-term issuer credit ratings on Bank Alliance. Bank Alliance JSC operates in a highly vulnerable and weak economic environment and its asset quality has materially deteriorated in the past 18 months. S&P said, "At the same time, we understand the expected capital injection from shareholders has been delayed, contributing to declining capitalization. "In our view, Bank Alliance's financial position has weakened and the likelihood of default over the next 12 months has increased. Bank Alliance's creditworthiness has significantly deteriorated due to the rise in large problem loans (loans overdue by 90 days or more) and the significant increase in provisioning needs related to these loans. As of end-2024, the bank's problem loans increased to 44.2% of total loans, from 22.9% a year earlier, which contrasts to a gradual normalizing of the problem loans indicator in the Ukrainian banking sector since 2023. The increase is mostly due to the emergence of nonperforming loans in its concentrated corporate portfolio. As a result, the bank had to make material additional provisions--about 22.3% of the loan book--that hit its financial result for the year. The problem loans indicator remained high at 42.6% as of Oct. 1, 2025 (versus about 25% average for the sector as of the same date), resulting in a further increase in the provisioning charge "We consider that rapid growth of the loan book and weaker than peers' risk management contributed to the accumulation of Bank Alliance's problem loans. As of Oct. 1, 2025, Bank Alliance's loan book had increased by almost 48% since the beginning of 2022, while the Russia-Ukraine war has made operating conditions for banks in Ukraine extremely challenging. The nominal lending growth in the Ukrainian banking sector was about 29% in the same period. We think that it is highly likely that the bank's financial result for 2025 will be negative or minimal and therefore that its internal capital generation will not be sufficient to support its capital base." In October 2025, the National Bank of Ukraine imposed a Ukrainian hryvnia (UAH) 83.5 million fine for non-compliance with the financial monitoring and Anti-Money Laundering and Countering the Financing of Terrorism requirements. This extraordinary expense has further affected the bank's 2025 financial results in addition to the high provisioning charge. Although we understand that Alliance Bank intends to dispute this action in court, S&P has limited information about the probability that the court will rule in favor of the bank. While the bank has reported that it is compliant with regulatory capital minimum requirements, its capitalization levels have been gradually depleting. As of end-2024, Alliance Bank reported its capital adequacy ratio at 11.8%; 11.35% as of July 1, 2025 and 10.71% as of Oct. 1, 2025, thereby approaching the minimum requirement of 10%. Alongside significantly lower profitability, this negative dynamic reflects annualized loan book growth of close to 20% in the first nine months of 2025. If the bank continues to expand its loan book at the current pace, the risk of it not being able to meet minimal capital regulatory requirements over the next 12 months would increase, absent capital support from shareholders. The capital injection from a shareholder of about UAH216 million (approximately EUR4.4 million) is significantly delayed. The expected injection was intended to strengthen Bank Alliance's capital position, but it is now unclear when, or if it will materialize. S&P understands the bank aims to remain compliant with the regulatory capital adequacy requirements. However, due to diminishing buffers over the minimal requirements and pressure from deteriorated asset quality, absent this capital support, the risk of non-compliance has increased. Environmental, social, and governance (ESG) credit factors for this change in credit rating/outlook and/or CreditWatch status: -- Governance structure. -- Risk management, culture, and oversight. -- Transparency and reporting. The negative outlook on the long-term global scale rating reflects our view that Alliance Bank may struggle to meet regulatory capital requirements over the next 12 months. S&P could lower its ratings on Bank Alliance if: -- The bank is unable to meet regulatory capital requirements, which could prompt the regulator to consider introducing certain limitations on the bank's activities or take other similar measures. This could happen if capital growth lags lending growth or the bank faces additional credit losses amid further asset quality deterioration; -- The bank's liquidity or depositors' confidence materially deteriorates, resulting in a material deposit outflows, while support from the central bank is insufficient; or -- Capital controls become markedly harsher, leaving depositors unable to access their funds, thus impairing Bank Alliance's ability to meet its financial obligations in full and on time. S&P is unlikely to take a positive rating action on Bank Alliance over the next 12 months. It could consider it if the bank strengthens its capital base while proving resilient to the challenging operating environment. =========================== U N I T E D K I N G D O M =========================== A.M. SEAFOODS: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------- A.M. Seafoods Limited, fka A.M. Seafoods (Holdings) Limited, entered administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-007671. Martyn Rickels and Anthony Collier of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 5, 2025. The company is engaged in the processing and preserving of fish, crustaceans and molluscs. Its registered office is at Siding Road, Fleetwood, Lancashire, FY7 6NS to be changed to 4th Floor, Abbey House, Booth Street, Manchester, M2 4AB. Its principal trading address is Siding Road, Fleetwood, Lancashire, FY7 6NS. The joint administrators can be reached at: Martyn Rickels Anthony Collier FRP Advisory Trading Limited 4th Floor, Abbey House, Booth Street, Manchester, M2 4AB Further details contact: The Joint Administrators Tel: 0161 833 3344 Alternative contact: Ellie Clark Email: cp.manchester@frpadvisory.com AIB GROUP: S&P Raises Junior Subordinated Debt Rating to 'BB+' -------------------------------------------------------------- S&P Global Ratings took the following rating actions on European bank capital instruments: -- Barclays PLC, Lloyds Banking Group PLC, NatWest Group PLC, and Standard Chartered PLC: S&P raised its issue credit ratings on these issuers' junior subordinated instruments two notches and their subordinated instruments one notch. -- UBS Group AG: S&P raised its issue credit ratings on its high-trigger junior subordinated instruments two notches. -- AIB Group PLC, Bank of Ireland Group PLC, KBC Group NV, and Santander UK Group Holdings PLC: S&P raised its issue credit ratings on these issuers' junior subordinated and subordinated instruments one notch. -- HSBC Holdings PLC and ING Groep NV. S&P raised its issue credit ratings on these issuers' subordinated instruments one notch. -- SBAB Bank (publ): S&P raised its issue credit ratings on its high-trigger junior subordinated instruments one notch. -- CCF Holding S.A.: S&P raised its issue credit ratings on its 7%-trigger subordinated instruments one notch. -- BPCE. S&P affirmed its issue credit ratings on its 7%-trigger subordinated instruments. -- BNP Paribas & Nordea Bank Abp: S&P affirmed its issue credit ratings on these issuers' junior subordinated instruments. See the rating list below for full details. S&P said, "Our issuer credit ratings on these banks are unaffected, as are our issue credit ratings on other European banks' hybrid capital instruments. "We have reviewed the expectations that underlie our issue ratings on European bank hybrids, including the capital instruments (not senior nonpreferred debt). This is in the context of a decade having passed since banks started to issue Basel III-compliant capital instruments, and a decade since we moved from an analytical base case of government support for failed systemic banks to one of resolution. It also reflects our observations of how supervisors apply the rules when faced with troubled banks. We focused specifically on European bank hybrids because regulation and supervision differ by region--notably around the intervention triggers and consequences--and the specific features of capital instruments also differ." S&P has not amended our hybrid capital methodology. Instead, it reconsidered how to apply the methodology in a European bank context. S&P revised its analytical expectations in two specific respects related to how S&P perceives default risks for some instruments: Starting point: S&P said, "Where regulators have designated a NOHC issuer as the resolution entity (that is, the point of bail-in/recapitalization under a SPE or MPE resolution approach), we now consider that its hybrids do not face meaningfully higher default risks than equivalent instruments issued by operating holding companies (OHCs). We therefore now use the group stand-alone credit profile as the starting point for rating these instruments, as we do for OHC issuers." Step 2a: Many rated banks in northwest Europe issued AT1 capital instruments with 7% or 8% CET1 principal conversion or write-down triggers. These banks have relatively high minimum capital requirements and ratios well above those requirements. Our base-case scenario now assumes that the banks will not be a going concern by the time they hit these triggers. These instruments are therefore no longer in scope for notching under step 2a. which is aligned with our approach for instruments with 5.125% triggers. S&P said, "The changes acknowledge that these instruments face lower default risk than we had previously assessed. As a result, we upgraded many related capital instruments up to two notches. There are also several banks in northern Europe that issued 7% or 8% trigger instruments but which we had not notched under step 2a due to their very high (more than 700 basis points [bps]) headroom above the trigger. Step 2a considerations similarly no longer apply to these instruments, but the issue ratings are unaffected." Where these instruments count for AT1 regulatory capital, they retain intermediate equity content in our RAC analysis due to their ability to absorb losses through coupons. For the small number of high trigger instruments that had nondeferrable coupons, they now have no equity content in S&P's RAC analysis, although they remain eligible to be included as additional loss absorbing capacity. S&P said, "Concurrently, for four banks that currently or prospectively have lower-than-peer headroom above their capital requirements, we reviewed the risk they could be forced to not pay or defer coupon payments on their AT1 instruments. In all cases, their capital ratios are near or less than 200 bps above their risk-weighted asset based overall capital requirement (for EU and U.K. banks), or having been recently about 50 bps of their leverage-MDA or Swiss going concern leverage requirements. In all cases, we see mitigating elements that mean we do not apply additional notching under step 2b for now, but there is limited scope for this headroom to narrow further without risking a downgrade to their AT1 instruments." Barclays PLC: At Sept. 30, 2025, Barclays' 14.1% CET1 ratio was 190 bps above its current 12.2% Supervisory Review and Evaluation Process maximum distributable amount (SREP-MDA) CET1. The headroom was 170 bps, including the pro forma impact of the cancellable share buyback that Barclays announced alongside third-quarter earnings. The bank's guidance indicates that it will continue to operate toward the upper half of its 13%-14% CET1 target. S&P sees mitigating elements to its SREP-MDA CET1 headroom, including its improving capital generation, diversified business profile, and capacity to flex risk exposures in its trading book. Its capital requirements are fluid, with the Pillar 2A buffer likely to decrease as more risks move into Pillar 1, and the upcoming Bank of England review of U.K. banks' minimum thresholds. BNP Paribas: At Sept. 30, 2025, BNPP's 12.50% CET1 ratio was nearly 200 bps above its current 10.51% SREP-MDA requirement, and its leverage ratio was 4.34%, nearly 50 bps above its 3.85% leverage-MDA requirement. In recent years, it has routinely operated near these levels (putting aside the temporary boost from its sale of Bank of the West). Offsetting elements, however, include the benefits from the group's strong revenue and risk diversification, along with its solid capital generation. Furthermore, BNPP has indicated it will operate with a target minimum CET1 ratio of 13% by 2027, despite a likely slightly reduced Pillar 2 requirement in 2026. Its leverage-MDA headroom will therefore likely be the most important metric for our hybrid notching. Nordea Bank Abp: At the same date, Nordea's 15.9% CET1 ratio was 230 bps above its current 13.6% SREP-MDA requirement. Nordea's new strategy includes a capital policy that it will at least maintain a 150 bp buffer above requirements, but also that it plans to maintain a CET1 ratio of about 15.5%. S&P said, "We therefore expect that it will maintain headroom of about 200 bps in practice. Despite Nordea's strong earnings capacity and predictability, we would view headroom of 150 bps as inconsistent with the current issue rating." UBS Group AG: The Swiss capital framework (for going concern and gone concern requirements) does not have the same mandatory consequences for coupon nonpayment as the EU's MDA regime. S&P said, "We view its headroom as tightest for its going concern leverage--a ratio of 5.8% at Sept. 30 versus a 5.0% requirement, having been about 50 bps at end-June. Its capital requirements are in flux as Swiss authorities update their too-big-to-fail framework. We will monitor how its headroom evolves in the context of these requirements." S&P's issuer credit ratings on the above banks are unaffected. This is because our updated analysis has no implication for its view of their creditworthiness at a corporate level. Ratings List AIB Group PLC Upgraded To From AIB Group PLC Subordinated BBB BBB- Junior Subordinated BB+ BB Banco Santander S.A. Upgraded To From Santander UK Group Holdings PLC Subordinated BBB- BB+ Junior Subordinated BB BB- Bank of Ireland Group PLC Upgraded To From Bank of Ireland Group PLC Subordinated BBB BBB- Junior Subordinated BB+ BB Barclays PLC Upgraded To From Barclays PLC Subordinated BBB BBB- Junior Subordinated BB+ BB- BNP Paribas Ratings Affirmed BNP Paribas Junior Subordinated BBB- BNP Paribas Fortis SA/NV Junior Subordinated BB+ Junior Subordinated BBB- BPCE Ratings Affirmed BPCE Subordinated BBB CCF Holding Upgraded To From CCF Holding Subordinated B+ B HSBC Holdings PLC Upgraded To From HSBC Holdings PLC Subordinated BBB+ BBB ING Groep N.V. Upgraded To From ING Groep N.V. Subordinated BBB+ BBB KBC Group N.V. Upgraded To From KBC Group N.V. Subordinated BBB+ BBB Junior Subordinated BBB- BB+ Lloyds Banking Group PLC Upgraded To From Lloyds Banking Group PLC Junior Subordinated BBB BBB- Junior Subordinated BBB- BB Preference Stock BBB- BB+ HBOS PLC Junior Subordinated BBB BBB- Lloyds Banking Group PLC HBOS PLC Subordinated BBB+ BBB NatWest Group PLC Upgraded To From NatWest Group PLC Subordinated BBB+ BBB Junior Subordinated BBB- BB Nordea Bank Abp Ratings Affirmed Nordea Bank Abp Junior Subordinated BBB SBAB Bank AB (publ) Upgraded To From SBAB Bank AB (publ) Junior Subordinated BB+ BB Standard Chartered PLC Upgraded To From Standard Chartered PLC Subordinated BBB BBB- Junior Subordinated BB+ BB- Preference Stock BBB- BB UBS Group AG Upgraded To From UBS Group AG Junior Subordinated BBB- BB ANTLER MORTGAGE 1: Fitch Puts 'B+sf' Final Rating to F Notes ------------------------------------------------------------ Fitch Ratings has assigned Antler Mortgage Funding 1 PLC's notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Antler Mortgage Funding 1 PLC A1 XS3142878514 LT AAAsf New Rating AAA(EXP)sf A2 XS3142878605 LT AAAsf New Rating AAA(EXP)sf B XS3142878860 LT AAsf New Rating AA(EXP)sf C XS3142879082 LT Asf New Rating A(EXP)sf D XS3142879249 LT BBB+sf New Rating BBB+(EXP)sf E XS3142879595 LT BBsf New Rating BB(EXP)sf F XS3142879835 LT B+sf New Rating B+(EXP)sf G XS3142879918 LT NRsf New Rating NR(EXP)sf R XS3142880098 LT NRsf New Rating NR(EXP)sf Transaction Summary Antler Mortgage Funding 1 PLC is a static securitisation of owner-occupied and buy-to-let loans originated by National Westminster Bank Plc (NatWest). KEY RATING DRIVERS High Arrears Portfolio: The pool consists of mortgage loans originated by NatWest since August 2013 with a weighted average (WA) seasoning of 3.7 years. The pool has adverse features including restructured loans and a high level of arrears, despite the prime nature of the loans. Loans with more than three payments in arrears represent 21% of the pool. Nevertheless, Fitch applied its prime assumptions and a transaction adjustment of 1.0x to foreclosure frequency (FF), as borrower and loan attributes are captured by FF adjustments. Late-Stage Arrears: Fitch's analysis assumes loans with more than nine monthly payments in arrears are defaulted for modelling purposes. The WA portfolio pay rate is around 80% when capping loan-level pay rates at 200%, and to ensure that revenue receipts from the asset pool are not overstated in the analysis, Fitch has classified these late-stage arrears loans as defaulted, with only principal recovery assumed. This assumption differs from the 12-month threshold specified in its criteria because of the pay rate. Performance Could Worsen: The ratings of the class C to E notes are constrained to one notch below their respective model-implied ratings (MIRs). This reflects limited headroom at their MIRs and the potential for deterioration in the performance of the collateral pool due to negative selection, considering the increasing trend in arrears and a possible rise in WAFF. Fixed Interest Rate Hedging Schedule: At closing, 91.1% of the loans paid a fixed rate of interest (reverting to a floating rate), while the notes pay a SONIA-linked floating rate. The issuer entered into a swap at closing to mitigate the interest rate risk arising from the fixed-rate mortgages in the pool. The swap features a defined notional balance determined on the basis of a 5% constant prepayment rate and 0% constant default assumption. If the actual defaults or prepayments differ from those assumed, the hedging could be beneficial or detrimental to the issuer, depending on the interest-rate environment. 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 weighted average recovery rate (WARR) would imply the following: Class A1: 'AAAsf' Class A2: 'AA+sf' Class B: 'Asf' Class C: 'BBB-sf' Class D: 'BBsf' Class E: 'B-sf' Class F: 'NRsf' 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 A1: 'AAAsf' Class A2: 'AAAsf' Class B: 'AAAsf' Class C: 'A+sf' Class D: 'A+sf' Class E: 'A-sf' Class F: 'BBBsf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. Date of Relevant Committee 10 November 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. ARTS ALLIANCE: BDO LLP Appointed as Joint Administrators -------------------------------------------------------- Arts Alliance Media Limited entered administration in the High Court of Justice, Business and Property Courts in Bristol, Insolvency and Companies List (ChD), Court Number CR-2025-BRS-000122. Simon Girling and Danny Dartnaill of BDO LLP were appointed as joint administrators on Nov. 12, 2025. The company provided digital cinema software and services. Its registered office is at C/o BDO LLP, 5 Temple Square, Temple Street, Liverpool, L2 5RH. Its principal trading address is Part Ground Floor, Westworks, White City Place, 195 Wood Lane, London, W12 7FQ. The joint administrators can be reached at: Simon Girling BDO LLP Bridgewater House, Finzels Reach Counterslip, Bristol, BS1 6BX Danny Dartnaill Thames Tower, Level 12, Station Road, Reading, RG1 1LX For further details, contact: Ben Wightman Email: BRCMTLondonandSouthEast@bdo.co.uk B&M FISHING: FRP Advisory Appointed as Joint Administrators ----------------------------------------------------------- B&M Fishing LLP entered administration in the High Court of Justice, Business and Property Courts in England and Wales, Insolvency and Companies List (ChD), Court No. CR-2025-007760. Martyn Rickels and Anthony Collier of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 5, 2025. The company is engaged in the processing and preserving of fish, crustaceans and molluscs. Its Registered office is at Am Seafoods Ltd, Siding Road, Fleetwood, FY7 6NS in the process of being changed to 4th Floor, Abbey House, Booth Street, Manchester, M2 4AB. Its principal trading address is Am Seafoods Ltd, Siding Road, Fleetwood, FY7 6NS. The joint administrators can be reached at: Martyn Rickels Anthony Collier FRP Advisory Trading Limited 4th Floor, Abbey House, 32 Booth Street, Manchester, M2 4AB Further details contact: The Joint Administrators Tel: 0161 833 3344 Alternative contact: Ellie Clark Email: cp.manchester@frpadvisory.com BRIGHTSTAR LOTTERY: Fitch Affirms 'BB+' IDR, Alters Outlook to Neg. ------------------------------------------------------------------- Fitch Ratings has affirmed Brightstar Lottery PLC, Brightstar Lottery Holdings B.V., and Brightstar Lottery S.p.A's (collectively, Brightstar) Long-Term Issuer Default Ratings (IDRs) at 'BB+'. Fitch has also affirmed Brightstar's senior secured debt ratings at 'BBB-' with a Recovery Rating of 'RR2'. The Rating Outlook has been revised to Negative from Stable. The revision of the Outlook reflects a higher EUR2.23 billion concession fee bid to retain the Italian Lotto contract as compared to a price of EUR770 million during the last iteration in 2016, partly funded by incremental debt and proceeds from the sale of the gaming and digital segment. EBITDA leverage will be in the 4.5x-5.0x range over the near term, outside Fitch's negative sensitivity of 4.0x, before falling below 4.5x in 2027. The affirmation reflects a strong lottery business that has a dominant market share in the industry, predictable and resilient cash flows, long-term contracts, and incremental upside from iLottery's adoption. Key Rating Drivers Leverage Peaking: Fitch-defined EBITDA leverage (i.e. EBITDA adjusted for dividends paid to minorities in various joint ventures [JV]) is expected to be in the 4.5x-5.0x range until 2026, following the EUR1 billion raised earlier this year, in part to pay for the EUR2.23 billion upfront Italian Lotto contract (about 20% of sales), payable in three instalments. Fitch forecasts Brightstar's leverage will decline to about 4.4x in 2027, driven by steady growth in its core retail business, further penetration in the iLottery space, while reaping the benefits of its business-to-consumer (B2C) digital gaming investments in iCasino, sports betting and Bingo. Subsequently, leverage will temporarily rise above 4.5x once again to accommodate for the Italian Scratch & Win (S&W) instant ticket games contract (about 20% of sales) set to expire in September 2028. Fitch assumes a price tag of EUR1.2 billion, up from EUR800 million during the 2017 renewal process, and for the existing Lotterie Nazionali S.r.l. JV (64% ownership) to be intact, with the other two participants required to provide capital contributions for their share of the upfront fee. Brightstar has a target net EBITDA leverage of 3.0x, but Fitch determines leverage on a gross-debt basis and adjusts EBITDA for dividend payments to non-controlling interests. Solid Lottery Business: Brightstar benefits from a unique competitive advantage as the only business-to-business (B2B) system provider that is also a significant B2C lottery operator, strong market penetration (about 90% market share in Italy and about 75% in the U.S.), longstanding customer relationships primarily with governments, long-term contracts with recurring revenue (about 80% of sales), and robust renewal rates. Its business is resilient and exhibits favorable characteristics such as less cash flow volatility and stable low- to mid-single-digit growth rates. The industry is less prone to recessionary headwinds and economic shocks and has demonstrated positive spend-per-capita trends even during periods of dislocation, despite meaningful casino development over the last 20 years, including in states that have legalized traditional casino gaming. The lottery industry is also less exposed to competitive threats, benefitting from significant barriers to entry due to high regulatory oversight and capital intensity. It enjoys strong tailwinds from iLottery adoption, considering it appears to expand the player base. Industry Leader: Brightstar is a market leader in lottery technology and services, primarily earning revenue from draw games and instant tickets, and it competes with Scientific Games and Intralot. It contracts with around 90 customers around the world, including about 40 U.S. jurisdictions, including Texas, New York, California, Florida and New Jersey, and holds a strong market position in Italy. Brightstar typically retains contract renewals through strong performance and value-added services. Recently, it secured an extension in Texas and won new contracts in Germany and the Czech Republic. Considerable Cash Demands: Fitch expects FCF to remain negative in 2026, though an improvement from 2025 when a special one-time dividend was paid to shareholders as part of the sale of International Game Technology PLC's (IGT) gaming and digital segment was included in its evaluation. This is primarily due to the upfront fee for the Lotto contract. Thereafter, Brightstar will revert to steady FCF margins in the mid-single digits once the heavy capex cycle subsides and the company grows its operations from share expansion, innovation and portfolio optimization, and channel and touch point expansion. High Recurring Revenues: Brightstar generates about 80% of its revenue from recurring sales, providing predictable and sustainable cash flows. Relationships tend to be governed by exclusive long-term contracts, with service agreements averaging over 10 years, and are diversified across business models, products, and customers. The termination of, or failure to renew or extend, its contracts, which are awarded through competitive procurement processes, could place the company at a competitive disadvantage. However, the lottery business has successfully converted nearly all of its top 10 incumbent contract re-bids. Parent Subsidiary Linkage: Fitch equalizes the ratings of Brightstar Lottery PLC., the parent, and its two subsidiaries, Brightstar Lottery Holdings B.V. and Brightstar Lottery S.p.A., as the entities are co-borrowers under certain facilities and provide cross-guarantees to each other, which effectively equalize the probability of default across the entities. Peer Analysis Brightstar is stronger than its lottery peers Scientific Games Holdings LP (SG; B/Negative); Intralot S.A. (B+/Stable); and Allwyn International a.s. (BB-/Rating Watch Positive). SG is a market leader in instant games, with a company-estimated global market share of about 70%, established customer relationships with strong renewal rates, a defensible market position, and diversification across customers and jurisdictions. However, its EBITDA leverage is currently high at about 8.0x, due to non-repeating systems and technology terminal sales in the U.K., one-time terminal retail solutions sales in Pennsylvania, and lower jackpot levels in games. It is expected to moderate to between 6.5x-7.5x over the medium term largely from its New Zealand and Ohio contract contributions in 2026 and 2027, respectively. Intralot's IDR reflects the completion of its acquisition of Bally International Interactive, a subsidiary of Bally's Corporation (B-/Stable), resulting in larger scale and higher product and geographic diversification, alongside high operating profitability and FCF margins. In addition, this sharply lowers financial risk, with a more sustainable, longer-term capital structure. EBITDAR leverage is expected to gradually fall towards 3.5x by 2028, from 4.4x in 2025 pro forma for the transaction. Allwyn, the largest European private lottery operator, has a solid business profile, with increasing product and geographical diversification and scale. The Rating Watch reflects an anticipated improvement in business profile from the streamlining of its group structure, leading to consolidation of Organization of Football Prognostics S.A.'s cash flows and a corresponding reduction of proportional leverage. Post-consolidation proportional net leverage will be about 3.7x by 2027. Key Assumptions - Total sales net of upfront license fee amortization grow in low single digits CAGR, supported by improvements in its core land-based operations in Italy and the U.S., new Italian B2C digital expansion initiatives led by iLottery, better iLottery regulatory momentum in the U.S., and growth in underpenetrated international markets. - 2025 EBITDA margin contracts to about 44%, due to increased investment in the business (contract re-bids and extensions, cloud-based solutions, and network optimization) and an unfavorable impact due to product sale mix. Thereafter, margin expands by 200bps-300bps in each of 2026 and 2027 settling at around 49% over its forecast period, initially due to the recent initiatives to right-size the organization (via OPtiMa 3.0) after the sale of the gaming and digital segment, followed by a proliferation of the digital channel in Italy; - Capital commitments remain elevated over the next two years due to the successful re-bid of the Italian Lotto contract, followed by key renewals/extensions in New York and California in 2026, and Texas, along with a sequence of smaller contracts mostly already secured. Capex is estimated to average at about $400 million from 2025-2028; - 2025 gross debt of $4.1 billion rises nominally, followed by some moderation in debt quantum in 2027 due to the required amortization under its 2030 Euro term loan. Fitch assumes a price tag of EUR1.2 billion for the Italian Scratch & Win contract, which Brightstar wins in 2028 as part of its existing Lotterie Nazionali S.r.l. JV (64% ownership) and it funds with some additional debt; - Fitch assumes capital allocation remains split between steady annual dividends and opportunistic share repurchases, with the two-year $500 million share repurchase program instated in mid-2025 to be fully used; - Base interest rates assumptions reflect the current SOFR curve. Recovery Analysis Fitch applies the generic approach for issuers in the 'BB' rating category and equalizes the IDR and unsecured debt instrument ratings when average recovery prospects are present, as per the Corporates Recovery Ratings and Instrument Ratings Criteria. Issuers rated 'BB-' and above are too far from default for a credible default scenario analysis to be generated, and they would likely generate Recovery Ratings that are too high across all instruments. Where an RR is assigned, the generic approach reflects the relative instrument rankings and their recoveries, as well as the higher EV of 'BB' ratings in a generic sense for the most senior instruments. Considering the IDR of 'BB+', the Category 2 first lien senior secured debt is notched one level to 'BBB-'/'RR2'. The 'RR2' for Brightstar's secured debt reflects its designation as a Category 2 first lien under the Country-Specific Treatment of Recovery Ratings Criteria as Fitch applies caps in a number of jurisdictions, given the instruments are issued by non-U.S.-based borrowers and material cash flows and assets generated outside of the U.S. for the Brightstar (39% in Italy, 13% Rest of World, and the remaining 48% in U.S. and Canada). RATING SENSITIVITIES Fitch could revise the Outlook back to Stable should Brightstar present an achievable plan within the next 6-9 months that would reduce EBITDA leverage to 4.0x over the forecast horizon. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage sustaining above 4.0x; - The loss of material lottery contracts, meaningful market share erosion, or a weakening of underlying lottery fundamentals; - Meaningful, debt-funded upfront payments for lottery concessions, with higher-than-expected contract values, if not coupled with a credible de-levering strategy. If the secured notes and term loan are rated investment-grade by certain combinations of rating agencies, the collateral would fall away. If this occurs, Fitch would rate the secured debt on par with the IDR and would not apply any upward notching. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage declining below 3.5x; - Stable or growing lottery share; - New adjacencies (i.e. iLottery and Digital) achieving meaningful scale faster-than-anticipated. Liquidity and Debt Structure At Sept. 30, 2025, Brightstar had $1.6 billion in cash and cash equivalents and $1.6 billion in additional borrowing capacity under its partially drawn revolving facilities, which mature concurrently in July 2027 and which were downsized from $820 million to $650 million and EUR1 billion to EUR800 million earlier this year. In comparison, scheduled annual debt repayments are EUR200 million for the company's term loans maturing in September 2030. Brightstar's capital structure is fully secured and has a well-laddered debt maturity wall spread across 2027 to 2030. Brightstar should have sufficient liquidity in the near term to cover all required instalment payments associated with its Lotto contract re-bid. FCF margin will be substantially negative in 2025 due to a heavy capex schedule focused on Italian and U.S. contract renewals, the payment of Lotto contract's first two installments, and the special dividend distributed as part of the sale of IGT's gaming and digital businesses. However, Fitch expects it will steadily improve over the rating horizon and approach mid-single digits once the heavy capex cycle subsides. Issuer Profile Brightstar Lottery PLC is a global leader in lottery delivering lottery operations, retail and digital solutions, and games. 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 ----------- ------ -------- ----- Brightstar Lottery PLC LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR2 BBB- Brightstar Lottery Holdings B.V. LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR2 BBB- Brightstar Lottery S.p.A. LT IDR BB+ Affirmed BB+ senior secured LT BBB- Affirmed RR2 BBB- CARBON8 SYSTEMS: Quantuma Advisory Appointed as Administrators -------------------------------------------------------------- Carbon8 Systems Limited entered administration in the High Court of Justice, Business and Property Courts in England & Wales, Court No. CR-2025-007988. Chris Newell and Jo Leach of Quantuma Advisory Limited were appointed as administrators on Nov. 12, 2025. The company is engaged in research and experimental development on natural sciences and engineering. Its registered office is at 5 New Street Square, London, EC4A 3TW and it is in the process of being changed to c/o Quantuma Advisory Limited, 2nd Floor, Arcadia House, 15 Forlease Road, Maidenhead, SL6 1RX. Its principal trading address is Pembroke Building, Central Avenue, Chatham Maritime, Kent, ME4 4TB. The administrators can be reached at: Chris Newell Jo Leach Quantuma Advisory Limited 2nd Floor, Arcadia House, 15 Forlease Road, Maidenhead, SL6 1RX Further details, pls contact: Anish Halai Tel: 01628 478 100 Email: Anish.Halai@quantuma.com CURVALUX UK: Grant Thornton Appointed as Joint Administrators ------------------------------------------------------------- Curvalux UK Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List, Court No. 007967 of 2025. Christopher J Petts and James E Hichens of Grant Thornton UK Advisory & Tax LLP were appointed as joint administrators on Nov. 11, 2025. The company is engaged in the manufacture of communication equipment other than telegraph and telephone apparatus. Its registered office is at c/o Grant Thornton UK Advisory & Tax LLP, 11th Floor, Landmark St Peter's Square, 1 Oxford St, Manchester, M1 4PB. Its principal trading address is Electric Works, 3 Concourse Way, Sheffield, S1 2BJ. The joint administrators can be reached at: Christopher J Petts Grant Thornton UK Advisory & Tax LLP Grant Thornton - 1103a, 11th Floor, Pilgrim Street, Newcastle-Upon-Tyne, NE1 6SQ James E Hichens Grant Thornton UK Advisory & Tax LLP No 1 Whitehall Riverside, Whitehall Road, Leeds, LS1 4BN For further information contact: CMU Support Grant Thornton UK Advisory & Tax LLP Grant Thornton - 1103a, 11th Floor, Pilgrim Street, Newcastle-Upon-Tyne, NE1 6SQ Tel: 0161 953 6906 E-mail: cmusupport@uk.gt.com DOWSON 2025-1: Fitch Assigns 'B-sf' Final Rating to Two Tranches ---------------------------------------------------------------- Fitch Ratings has assigned Dowson 2025-1 plc final ratings, as listed below. Entity/Debt Rating Prior ----------- ------ ----- Dowson 2025-1 plc Class A XS3216856172 LT AAAsf New Rating AAA(EXP)sf Class B XS3216858038 LT AA+sf New Rating AA+(EXP)sf Class C XS3216859358 LT A+sf New Rating A+(EXP)sf Class D XS3216862659 LT A-sf New Rating A-(EXP)sf Class E XS3216865918 LT BBBsf New Rating BBB(EXP)sf Class F XS3216873185 LT B-sf New Rating B-(EXP)sf Class X1 XS3216878069 LT B-sf New Rating B-(EXP)sf Class X2 XS3216878903 LT NRsf New Rating NR(EXP)sf Transaction Summary The transaction is a static securitisation of auto loan receivables originated by Oodle Financial Services Limited in the UK. The portfolio consists of hire purchase loans, financing predominantly used vehicles. KEY RATING DRIVERS Assumptions Reflect Non-Prime Pool: The transaction is backed by a pool of predominantly of non-prime auto loans, as underlined by the pool's high weighted average annual percentage rates and loan-to-value (LTV) ratios. About 44% of the pool has an over 100% original LTV, highlighting increased credit risk relative to prime UK auto ABS transactions. Fitch has applied a higher base-case lifetime default rate of 16.6% to the blended portfolio, reflecting the historical performance data provided by Oodle and the non-prime composition of the pool. Fitch applied a blended multiple of 3.03x to the 'AAAsf' default base case, taking into account the high base-case default rate and other relevant factors. Fitch's recovery base case assumption is 55%, subject to a haircut of 50% for the'AAAsf' rating. Used-car Price Exposure: Loans regulated by the Consumer Credit Act provide obligors with voluntary termination (VT) rights, allowing them to return the vehicle before maturity. The issuer is exposed to the risk of declines in used-car prices as proceeds from the sale of returned vehicles may be lower than the outstanding loan balance. Fitch assumed a total VT loss of 4.2% at 'AAAsf'. The assumed VT losses are smaller than prime UK auto ABS transactions, given its high default base case. Hybrid Pro Rata Redemption: The class A to F notes will amortise sequentially from closing until the class A notes' support ratio — defined as one minus the ratio of the class A outstanding principal balance to the performing portfolio principal balance — reaches 38%. Thereafter, all the notes will amortise pro rata if no sequential amortisation event has occurred. Sequential amortisation events are linked to performance triggers such as principal deficiency ledger or cumulative defaults exceeding certain thresholds. Fitch views these triggers as robust enough to prevent the pro rata mechanism from continuing following early signs of performance deterioration. Fitch believes the tail risk posed by the pro rata pay-down is mitigated by the mandatory switch to sequential amortisation when the note balance falls below 10% of the initial balance. PIR May Constrain Junior Notes: Payment interruption risk (PIR) is mitigated for the class A and B notes by the dedicated liquidity reserve. The class C to F notes do not benefit from full liquidity protection, as the reserve designated to cover interest shortfalls for these tranches may be depleted by losses arising from all classes of notes. Nevertheless, the declaration of trust in favour of the issuer, alongside the collection account bank (HSBC Bank plc; AA-/Stable) holding funds for no longer than two business days, mitigates PIR up to the 'Asf' category. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Sensitivity to Increased Defaults: Increase defaults by 10%: 'AA+sf'/ 'AAsf'/ 'A+sf'/ 'A-sf'/ 'BBBsf'/ 'CCCsf'/ 'CCCsf' Increase defaults by 25%: 'AA+sf'/ 'AA-sf'/ 'Asf'/ 'BBB+sf'/ 'BBB-sf'/ 'CCCsf'/ 'NRsf' Increase defaults by 50%: 'AA-sf'/ 'Asf'/ 'BBB+sf'/ 'BBB-sf'/ 'BBsf'/ 'NRsf'/ 'NRsf' Sensitivity to Reduced Recoveries: Reduce recoveries by 10%: 'AAAsf'/ 'AAsf'/ 'A+sf'/ 'Asf'/ 'BBBsf'/ 'CCCsf'/ 'CCCsf' Reduce recoveries by 25%: 'AAAsf'/ 'AAsf'/ 'A+sf'/ 'A-sf'/ 'BBBsf'/ 'CCCsf'/ 'NRsf' Reduce recoveries by 50%: 'AA+sf'/ 'AA-sf'/ 'Asf'/ 'BBB+sf'/ 'BB+sf'/ 'NRsf'/ 'NRsf' Sensitivity to Increased Defaults and Reduced Recoveries: Increase defaults by 10%, reduce recoveries by 10%: 'AA+sf'/ 'AA-sf'/ 'A+sf'/ 'A-sf'/ 'BBB-sf'/ 'CCCsf'/ 'NRsf' Increase defaults by 25%, reduce recoveries by 25%: 'AAsf'/ 'A+sf'/ 'A-sf'/'BBBsf'/'BB+sf'/ 'NRsf'/ 'NRsf' Increase defaults by 50%, reduce recoveries by 50%: 'Asf'/ 'BBBsf'/ 'BBB-sf'/ 'BBsf'/ 'NRsf'/ 'NRsf'/'NRsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Sensitivity to Reduced Defaults and Increased Recoveries: Reduce defaults by 10%, increase recoveries by 10%: 'AAAsf'/ 'AA+sf'/ 'A+sf'/'A+sf'/ 'A-sf'/'BB+sf'/'BB-sf' Reduce defaults by 25%, increase recoveries by 25%: 'AAAsf'/ 'AAAsf'/ 'A+sf'/ 'A+sf'/ 'A+sf'/ 'BBBsf'/ 'BB+sf' USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. FLINT GROUP: Moody's Affirms 'Caa2' CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Ratings affirmed the Caa2 long term corporate family rating and Caa2-PD probability of default rating to Flint Group TopCo Limited (Flint or the company), which is the direct ultimate top parent of the operating restricted group consolidated under Flint Group MidCo Limited (Flint OpCo). Moody's have assigned B3 ratings to the amended and extended senior secured first lien term loan Bs (TLBs) maturing in December 2027, issued by Flint Group MidCo Limited and Flint Group Packaging Inks North America Holdings LLC (both part of the operating restricted group debt). In the same action, Moody's affirmed the Caa2 rating of the senior secured first lien term loan B PIK HoldCo facility (1L PIK HoldCo facility) and downgraded to Ca from Caa3 the rating of the senior secured second lien term loan PIK HoldCo facility (2L PIK HoldCo facility), both issued by Flint Group TopCo Limited and now maturing in December 2028. The outlook on the three entities remains stable. Moody's have also withdrawn the legacy Flint Group Packaging Inks North America Holdings LLC's and Flint Group MidCo Limited's senior secured first lien term loan Bs ratings, previously rated at B3. RATINGS RATIONALE The affirmation of the CFR, PDR, the senior secured facility assignments, and the 1L PIK HoldCo facility affirmation reflect the extended the maturity of Flint Group MidCo Limited and Flint Group Packaging Inks North America Holdings LLC TLB to December 2027 (from December 2026) and Flint Group TopCo Limited TLB to December 2028 (from December 2027). The downgrade of the 2L PIK HoldCo facility reflects Moody's revised view of its recovery prospects, which continue to weaken as the instrument increases. Through the first six months of 2025, Flint's volumes were down 1.6% with Packaging Ink volumes up 3%, offset by the continued decline of CPW (down 12.2%). The company continues to execute its market share gain strategy along with product and procurement savings initiatives. Moody's expects these and other actions to contribute to incremental margin improvement through year-end and into 2026. In conjunction with the company's maturity extensions completed in September 2025, Flint also received certain operational amendments. The company has increased capacity for super senior liabilities up to an aggregate of EUR40 million and also had its minimum liquidity covenant reduced to EUR50 million from EUR60 million. Moody's estimates the consolidated Flint Moody's adjusted gross debt-to-EBITDA ratio (including PIK facilities) could be around 13x at year-end 2025 (or around 5.5x-5.75x, excluding the company's PIK HoldCo facilities). These metrics incorporate Moody's standard debt adjustments for pensions and securitization and do not add-back certain unusual items like restructuring or consulting charges which Moody's expects to continue in future periods. Moody's expects that over the next 12-18 months the company's EBITDA will incrementally expand due to the combination of higher volumes in the company's packaging segment, restructuring activities and selective pricing actions, which is likely to be partially offset by a continued decline in the company's CPW segment. Flint's: (1) globally diversified operating footprint, (2) strong market position in the growing print consumables (mainly inks) to the packaging market, (3) strong portfolio of products with long customer relationships and (4) adequate liquidity, support the rating. However, the company's (1) very high leverage and very weak interest coverage (including the company's PIK HoldCo facilities), (2) modest EBITDA margins and limited revenue visibility, (3) exposure to the shrinking print media market and (4) a complex capital structure, all constrain the rating. Moody's views the consolidated debt at Flint as being unsustainable, notwithstanding an expected decline in leverage at Flint OpCo. STRUCTURAL CONSIDERATIONS All operating company liabilities, including the rated debt and the company's trade payables, pension obligation and lease obligations (which are part of Flint OpCo), rank ahead of the company's 1L PIK HoldCo facility and 2L PIK HoldCo facility. The PIK HoldCo facilities have no upstream guarantees from and no recourse to the operating company. LIQUIDITY PROFILE Flint's liquidity is adequate. At the end of June the company had around EUR87 million of cash on hand, which Moody's views as an adequate buffer relative to the company's amended minimum liquidity covenant of EUR50 million. The company does not have a revolving credit facility, but does have the capacity to raise EUR40 million of new super senior debt. Moody's expects cash on hand, in combination with forecast funds from operations, to be sufficient to cover capital spending, working capital movements and general cash needs. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that could lead to an upgrade include strong improvements in operating performance along with maintenance of adequate liquidity such that Moody's believes the capital structure is becoming more sustainable and lender recovery prospects are improving. Factors that could lead to a downgrade include declining revenue and EBITDA generation or materially negative FCF or a deterioration in liquidity such that Moody's believes lender recovery prospects are deteriorating. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Chemicals published in October 2023. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Jersey, Flint Group TopCo Limited is one of the largest global producers and integrated suppliers of inks, with a wide range of support services for the printing industry. GILBERT MEHER: Quantuma Advisory Appointed as Joint Administrators ------------------------------------------------------------------ Gilbert Meher Ltd entered administration in the High Court of Justice, Business and Property Courts in Manchester, Court No. CR-2025-001498. Rehan Ahmed and Gareth Peckett of Quantuma Advisory Limited were appointed as joint administrators on Nov. 7, 2025. The company is engaged in human resources provision and management of human resources functions. Its registered office is at Floor 4, 1 East Parade, Leeds, LS1 2DE and it is in the process of being changed to Resolution House, 12 Mill Hill, Leeds, LS1 5DQ. Its principal trading address is 4th Floor, 1 East Parade, Leeds, LS1 2AA. The joint administrators can be reached at: Rehan Ahmed Gareth Peckett Quantuma Advisory Limited Resolution House, 12 Mill Hill, Leeds, LS1 5DQ Further details, please contact: Umar Khan Tel: 0113 242 0808 Email: Leeds@quantuma.com KILDAVANAN SEAFOODS: FRP Advisory Named as Joint Administrators --------------------------------------------------------------- Kildavanan Seafoods Limited entered administration in the High Court of Justice, Business and Property Courts in England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-007673. Martyn Rickels and Anthony Collier of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 5, 2025. The company is engaged in the processing and preserving of fish, crustaceans and molluscs. Its registered office is at Siding Road, Fleetwood, Lancashire, FY7 6NS to be changed to 4th Floor, Abbey House, Booth Street, Manchester, M2 4AB. Its principal trading address is Siding Road, Fleetwood, Lancashire, FY7 6NS. The joint administrators can be reached at: Martyn Rickels Anthony Collier FRP Advisory Trading Limited 4th Floor, Abbey House, Booth Street, Manchester, M2 4AB Further details contact: The Joint Administrators Tel: 0161 833 3344 Alternative contact: Ellie Clark Email: cp.manchester@frpadvisory.com ORIFLAME INVESTMENT: Fitch Lowers Long-Term IDR to 'C' ------------------------------------------------------ Fitch Ratings has downgraded Oriflame Investment Holding Plc's Long-Term Issuer Default Rating (IDR) to 'C', from 'CC'. Fitch has also affirmed the company's senior secured ratings at 'C' with a Recovery Rating of 'RR6'. The downgrade reflects the start of a 30-day grace period following Oriflame's missed interest payment due on 17 November for its EUR250 million floating-rate and USD550 million fixed-rate notes. Fitch would downgrade the IDR to Restricted Default (RD) if the interest payment deferral is not cured before the expiry of the original grace period or following a debt restructuring that would constitute a distressed debt exchange (DDE) under Fitch's criteria. Fitch will monitor the progress of the consent solicitation and coupon deferrals, and assign a rating to the new capital structure once the company and lenders decide on a restructuring. Key Rating Drivers Missed Coupon Payment: Oriflame failed to meet the coupon payment due on 17 November 2025, while it continues to engage with lenders on a debt restructuring. The company obtained a waiver to defer the coupon until the lock-up agreement is terminated or becomes ineffective, with payment due within 10 business days after the deferral ends, unless the restructuring takes effect. The start of a grace or cure period following non-payment of a material financial obligation is commensurate with a 'C' IDR, which indicates 'Near Default' under Fitch's ratings definitions. Failure to cure the missed coupon payment within the 30-day grace period would be an event of default and result in a further downgrade of IDR to 'RD'. Alternatively, any changes agreed with bondholders resulting in a deterioration of terms that would constitute a DDE under Fitch's criteria would also result in a downgrade to 'RD'. Debt Restructuring: Oriflame secured support from revolving credit facility (RCF) lenders for its recapitalisation plan on 4 November 2025. It launched on 19 November a noteholder consent solicitation to complete the restructuring by end-2025. The recap will reduce the bond principal to EUR260 million, including lock-up fees, from EUR779 million. Bond- and shareholders will provide EUR24.5 million and EUR25.5 million, respectively, in new money. This recapitalisation, under Fitch's criteria, will materially reduce the terms for bondholders, avoiding a probable default and so be classified as a DDE. Fitch will downgrade the IDR to 'RD' on completion of the restructuring before reassessing Oriflame's restructured profile and assigning a rating consistent with its forward-looking assessment of the company's credit profile. Fitch will continuously monitor the company's performance and adherence to its financial documentation, including timely debt service. Issuer in Effect Insolvent: Oriflame held EUR33 million in cash at end-September 2025, down from EUR50 million at end-June 2025 due to continued losses and after drawdown of EUR85 million under its extended RCF. Fitch assesses Oriflame's liquidity as unfunded until the completion of the DDE. Impaired Internal Cash Generation: Fitch expects free cash flow to remain negative in 2025 after a deep loss in 2024, reflecting Oriflame's still weak trading and fragile profitability, with high execution risk in the operational turnaround. Revenue fell 7% in 9M25, despite the rollout of the company's beauty community model and entries into new geographies. It continued to be loss-making as savings from cost measures were offset by higher marketing costs, increased distribution and infrastructure costs from a new distribution centre, and lower operating leverage on weaker sales volume. Peer Analysis Oriflame's closest sector peer is Natura Cosmeticos S.A. (BB+/Stable), which also operates in the direct-selling beauty market. The latter has stronger business and financial profiles than the former, reflected in their multi-notch rating differential. Natura, like Oriflame, is geographically diversified with exposure to emerging markets but benefits from greater diversity across sales channels and a substantially larger scale in the sector as the fourth-largest pure beauty company, after its acquisition of Avon Products Inc. Oriflame is rated several notches lower than THG PLC (B+/Stable), which operates in the beauty and well-being consumer market. The latter is smaller, as it operates mostly in the UK and Europe, although its revenue is rising rapidly, organically and through M&A. Oriflame is comparable with Accell Group Holding B.V. (CCC) as both face acute operational difficulties. Accell completed a capital restructuring in February 2025. Key Assumptions Fitch's Key Rating Case Assumptions: - Revenue to decline by about 9% in 2025 - EBITDA to remain negative in 2025 - Capex at about EUR5 million a year to 2028 - No dividends to 2028 - No M&A to 2028 Recovery Analysis The recovery analysis assumes Oriflame will be treated as a going concern in bankruptcy and reorganised rather than liquidated. Fitch assumes a 10% administrative claim. Its bespoke recovery analysis estimates going concern EBITDA available to creditors of about EUR50 million. This is sustainable EBITDA, after reorganisation, which would allow Oriflame to retain a viable business model. A multiple of 4.0x is applied to EBITDA to calculate a post-reorganisation valuation, reflecting its assessment of the company's underlying brand and intellectual property rights value. This multiple is about half of its 2019 public-to-private transaction multiple of 7.2x. Its super senior EUR100 million RCF is assumed to be fully drawn on default and ranks senior to its senior secured notes of EUR779 million. The waterfall analysis generated a ranked recovery for its EUR250 million and USD550 million senior secured notes in the 'RR6' band, indicating a 'C' rating. The above recovery does not represent the recovery rate from the company's restructuring plan. RATING SENSITIVITIES Factors That Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Completion of the proposed debt restructuring would lead to a downgrade to 'RD', followed by a reassessment of Oriflame's credit profile under the revised capital structure - Failure to pay interest on any financial debt on expiration of the grace period, cure period or default forbearance period would result in a downgrade to 'RD' - Inability to execute the debt restructuring leading to bankruptcy filings, administration, liquidation or other formal winding-up procedure would lead to a downgrade to 'D' Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch does not expect to take positive rating action at least until after the IDR is downgraded to 'RD' with the DDE completed and the amended capital structure re-rated Liquidity and Debt Structure At end-September 2025, Oriflame had a cash balance of EUR33 million and had used EUR85 million of its RCF. Oriflame is under recapitalisation and is expected to receive new money as additional liquidity. 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 ----------- ------ -------- ----- Oriflame Investment Holding Plc LT IDR C Downgrade CC senior secured LT C Affirmed RR6 C STRIDE SUPPLIES: Kroll Advisory Appointed as Joint Administrator ---------------------------------------------------------------- Stride Supplies Redditch Ltd entered administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-007992. William Innes of Kroll Advisory Ltd. was appointed as joint administrator on Nov. 12, 2025. The company offered business support services not elsewhere classified. Its registered office is at C/O Mitchell Wellock Ltd Unit 11, Skipton Auction Mart, Gargrave Road, Skipton, North Yorkshire, United Kingdom, BD23 1UD. Its principal trading address is Unit 7 Lakeside Industrial Estate, Broad Ground Road, Redditch, B98 8YP. The joint administrators can be reached at: William Innes Kroll Advisory Ltd. 4B Cornerblock, 2 Cornwall Street, Birmingham, B3 2DX Further details, contact: The Joint Administrators Tel: +44 (0) 12 1214 1129 Alternative contact: Avnit Singh Email: Avnit.Singh@kroll.com VINCICO ELECTRONICS: PBC Business Appointed as Administrator ------------------------------------------------------------ Vincico Electronics Ltd entered administration in the High Court of Justice, Court No. CR-2025-007941. Gary Steven Pettit of PBC Business Recovery was appointed as administrator on Nov. 13, 2025. The company is engaged in the manufacture of consumer electronics. Its registered office is at 9/10 Scirocco Close, Moulton Park, Northampton, NN3 6AP. Its principal trading address is Unit 8, Lane End Industrial Park, High Wycombe, Bucks, HP14 3BY. The administrator can be reached at: Gary Steven Pettit PBC Business Recovery 9/10 Scirocco Close, Moulton Park, Northampton, NN3 6AP Further details contact: Natasha Pink Tel: 01604 212150 Email: natashapink@pbcbusinessrecovery.co.uk ********* 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. 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