251128.mbx

251128.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 Friday, November 28, 2025, Vol. 26, No. 238 Headlines D E N M A R K GENMAB A/S: S&P Withdraws 'BB+' Rating on $1BB Sr. Sec. Term Loan A G E O R G I A GEORGIA: Fitch Alters Outlook on 'BB' Long-Term IDR to Stable I R E L A N D ARES XVIII: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes ARINI EUROPEAN II: Fitch Assigns B-sf Final Rating on Cl. F-R Notes CONTEGO CLO IV: Fitch Assigns B-sf Final Rating to Cl. F-R-R Notes CVC CORDATUS XXIV: Fitch Affirms 'B-sf' Rating on Class F-R Notes CVC CORDATUS XXX: Fitch Puts 'Bsf' Final Rating to Cl. F-1-R Notes DRYDEN 125: Fitch Assigns 'B-sf' Final Rating on Class F Notes HENLEY CLO I: Fitch Affirms 'B-sf' Rating on Class F-R Notes TIKEHAU CLO XIV: S&P Assigns B- (sf) Rating to Class F Notes VIRGIN MEDIA: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable VOYA EURO VI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R-R Notes I T A L Y KIKO MILANO: S&P Assigns 'B+' Rating to EUR540MM New Sr. Sec. Notes K A Z A K H S T A N MYCAR FINANCE: S&P Affirms 'B-/B' ICRs, Outlook Stable L U X E M B O U R G IRCA GROUP 3: Fitch Affirms 'B' Long-Term IDR, Outlook Stable N E T H E R L A N D S ORSINI HOLDCO:S&P Assigns 'B' Issuer Credit Rating, Outlook Stable P O R T U G A L EDP S.A.: S&P Assigns 'BB+' Rating to New Hybrid Instrument S W I T Z E R L A N D TRANSOCEAN LTD: Secures $89MM in New Drillship & Rig Contracts U N I T E D K I N G D O M 16 BISHOP: RSM UK Restructuring Appointed as Joint Administrators BRACCAN MORTGAGE 2025-2: S&P Assigns BB (sf) Rating on Cl. X Notes CAISTER FINANCE: S&P Raises Class F Notes Rating to 'B (sf)' CAP10 PARTNERS: Teneo Financial Appointed as Joint Administrators CHESHIRE 2021-1: Fitch Assigns 'B(EXP)sf' Rating on Class F Notes COVE COMMUNITIES: Alvarez & Marsal Appointed as Administrators GATWICK AIRPORT: Fitch Puts 'BB' Final Rating to GBP475MM Notes PAVILLION CONSUMER 2025-1: S&P Assigns 'B-' Rating on Cl. X Notes PAYROSA CONSTRUCTION: Marshall Peters Appointed as Administrators X X X X X X X X [] BOOK REVIEW: The Titans of Takeover - - - - - ============= D E N M A R K ============= GENMAB A/S: S&P Withdraws 'BB+' Rating on $1BB Sr. Sec. Term Loan A ------------------------------------------------------------------- S&P Global Ratings withdrew its 'BB+' rating on the $1 billion senior secured term loan A, due 2030, that was issued by Danish pharmaceutical company Genmab A/S. The rating was withdrawn at the company's request. The other ratings assigned to Genmab A/S and its debt instruments on Nov. 10, 2025, are unaffected. ============= G E O R G I A ============= GEORGIA: Fitch Alters Outlook on 'BB' Long-Term IDR to Stable ------------------------------------------------------------- Fitch Ratings has revised the Outlook on Georgia's Long-Term Foreign-Currency Issuer Default Rating (IDR) to Stable from Negative and affirmed the IDR at 'BB'. Key Rating Drivers The revision of the Outlook reflects the following key rating drivers and their relative weights: High Higher International Reserves: Gross international reserves increased by 37.2% from the lows of October 2024 to an all-time high of USD5.6 billion at end-October 2025, equivalent to 2.8 months of current account payments (CXP). The improvement reflects the central bank's purchases of USD1.6 billion since the beginning of the year and the impact of higher gold prices (USD322 million). Strong tourism revenues (1-3Q25: 5.1% yoy) and money transfers (January-October 2025: 7.1% yoy), tighter reserve requirements on banks' FX deposits, and a broader trend of de-dollarisation also contributed to the increase. Nevertheless, Georgia's external buffers are low relative to peers. Fitch expects international reserves to stabilise at an average of 2.6 months of CXP in 2026-2027 (3.2 months when re-exports are excluded), although this would still be well below the current 2025 'BB' median of 4.8 months. Medium Reduced External Imbalances: Georgia's current account deficit (CAD) more than halved to an average of 4.4% from 2022-2024 from an annual average of 9% of GDP in 2015-2019. This was aided by one-off large private money transfers from Russia in 2022-2023. However, in Fitch's view there has been a significant and likely durable increase in service exports including the information and communication technology, travel, financial services and education sectors in recent years. The CAD is therefore likely to stabilise close to 5% of GDP in 2025-2027 (still over 2x the current 'BB' median of 2.4%). Fitch expects net external debt to decline from 36.2% of GDP to 32% by 2027, still well above the projected 13.4% 'BB' median, given its baseline CAD projections, recovering foreign direct investment (FDI) inflows and a relatively stable exchange rate. Solid Growth Prospects: The economy expanded by 7.8% yoy in 1-3Q25 (2024: 9.7%), and Fitch expects growth of 7.3% in 2025, 5.3% in 2026 and 5% in 2027 (current 'BB' median: 3.8%). Strong increases in productivity and the reduced import-intensity of the sectors driving growth, such as information and communication technology, tourism and transport, will boost medium-term growth prospects (estimated by the authorities at 5%-5.5%). Expected large FDI in the real estate sector, and other large capex projects provide upsides to its projections in the medium term. Georgia's BB IDRs also reflect the following rating drivers: Heightened Political Uncertainty: Fitch considers that political uncertainty remains high amid significant political polarisation and social schisms that have deepened since disputed parliamentary elections and passage of a controversial 'transparency' law targeting civil society in 2024. The October 2025 municipal elections were marked by some opposition party boycotts and disqualifications. A prolonged or deeper political crisis could lead to a deterioration in governance standards and weaken investor confidence. Geopolitical Risks: Relations with the EU have deteriorated, and accession negotiations are suspended. Fitch does not expect a resumption in the near future. In May 2025, the US House of Representatives passed the MEGOBARI Act that could raise risks of US sanctions on senior Georgian officials. This legislation remains stalled in the Senate. Georgia complies with Western sanctions on Russia, particularly through its banking sector, and Fitch understands that an unwinding of Lukoil's ownership in the country's fuel distribution network is under way to mitigate sanctions risks. FDI Outlook Set to Improve: FDI decreased in 1H25 by 15.5% yoy to 4.4% of GDP. While net FDI decreased by 14.4% yoy, reinvestment remains a key component. In September 2025, the Ministry of Economy formalised a major real estate development project with a United Arab Emirates-based investor that envisages USD6.5 billion (17.2% of 2025F GDP) in FDI over 2026-2029. Fitch incorporates these investments in its net FDI projections, expecting it to average 3.9% of GDP in 2026-2027, although this would still be below the pre-pandemic 10-year average of 7%. Inflation and Monetary Policy: Headline price growth reached 5.2% yoy in October 2025 (target: 3%) after two years of below-target inflation, driven mainly by transient factors including food prices and base effects. Core inflation has mostly stayed within target in 2025, reaching a peak of 3% in August, mitigating concerns of overheating. Fitch expects inflation to average 3.2% in 2026-2027, and no changes to the policy rate of 8%. Stable Banking Sector, Declining Dollarisation: The Georgian banking sector is profitable (September 2025: return on equity of 22.6%), with strong capitalisation (Tier 1 capital ratio of 20%), and stable asset quality (non-performing loan ratio of 2.6%). Deposit dollarisation levels had fallen to 49.2% at September 2025, from a peak of 72.6% in 2016, and down 3.5pp from the 2025 peak of 52.7% in February. This is broadly matched by loan dollarisation levels of 42.2%, which are set to fall further owing to tighter reserve requirements and macroprudential measures. Stable Public Finances: Georgia has a record of overperforming budget targets. Fitch expects the general government deficit to average 2.4% of GDP in 2025-2027 (2024: 2.4%, 'BB' median: 3% in 2025-2026), well below the 3% ceiling. Gross general government debt (GGGD)/GDP will fall to an 11-year low of 33.6% of GDP by end-2025, well below the 60% debt ceiling, aided by strong nominal GDP growth and modest primary deficits. Georgia's long-term debt dynamics appear stable, with exchange rate risks a key sensitivity, as 69% of GGGD is foreign-currency denominated. Fitch expects the authorities to refinance a USD500 million Eurobond maturing in April 2026. Georgia has an ESG Relevance Score of '5' for Political Stability and Rights, and '5[+]' for the Rule of Law, Institutional and Regulatory Quality, and Control of Corruption. These scores reflect the high weight that the World Bank Governance Indicators (WBGI) have in its proprietary Sovereign Rating Model (SRM). Georgia has a medium WBGI ranking at the 61st percentile, reflecting moderate institutional capacity, established rule of law, a moderate level of corruption, and political risks associated with the unresolved conflict with Russia. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade External Finances: A sharp decline in international reserves, for example, due to sustained widening of the CAD or reduced access to external financing Structural: Substantial worsening of domestic political or geopolitical risks with adverse consequences for economic performance, governance, or access to external financing Macro: A weakening of Georgia's policy framework that creates risks for macroeconomic and financial stability Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Macro: Continued strong economic performance despite ongoing political uncertainty without leading to macroeconomic imbalances or increased external vulnerabilities External Finances: A reduction in external vulnerabilities, for example from a narrowing in the current account deficit closer to peer levels, or increase in international reserves, leading to the removal of the -1 notch Structural: Sustained reduction in domestic political and geopolitical risks, leading to the removal of the -1 notch Sovereign Rating Model (SRM) and Qualitative Overlay (QO) Fitch's proprietary SRM assigns Georgia a score equivalent to a rating of 'BBB-' on the Long-Term Foreign-Currency (LT FC) IDR scale. Fitch's sovereign rating committee adjusted the output from the SRM to arrive at the final LT FC IDR by applying its QO, relative to SRM data and output, as follows: Structural: -1 notch, as in Fitch's view, the sharp increase in political and geopolitical risks since 2022 are not adequately captured in the WBGI used in the SRM. External Finances: -1 notch to reflect Georgia's high net external debt and the country's vulnerability to external shocks as a small and open economy with high (albeit reducing dollarisation) levels and relatively weak external buffers. Fitch's SRM is the agency's proprietary multiple regression rating model that employs 18 variables based on three-year centred averages, including one year of forecasts, to produce a score equivalent to a LT FC IDR. Fitch's QO is a forward-looking qualitative framework designed to allow for adjustment to the SRM output to assign the final rating, reflecting factors within its criteria that are not fully quantifiable and/or not fully reflected in the SRM. Debt Instruments: Key Rating Drivers Senior Unsecured Debt Equalised: The senior unsecured long-term debt ratings are equalised with the applicable Long-Term IDR, as Fitch assumes recoveries will be 'average' when the sovereign's Long-Term IDR is 'BB-' and above. No Recovery Ratings are assigned at this rating level. The senior unsecured short-term debt ratings are equalised with the applicable Short-Term IDR. Country Ceiling The Country Ceiling for Georgia is 'BBB-', two notches above the LT FC IDR. This reflects strong constraints and incentives, relative to the IDR, against capital or exchange controls being imposed that would prevent or significantly impede the private sector from converting local currency into foreign currency and transferring the proceeds to non-resident creditors to service debt payments. Fitch's Country Ceiling Model produced a starting point uplift of +2 notches above the IDR. Fitch's rating committee did not apply a qualitative adjustment to the model result. Summary of Data Adjustments Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Georgia. ESG Considerations Georgia has an ESG Relevance Score of '5' for Political Stability and Rights as WBGI have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and a key rating driver with a high weight. As Georgia has a percentile rank below 50 for the respective governance indicator, this has a negative impact on the credit profile. Georgia has an ESG Relevance Score of '5[+]' for Rule of Law, Institutional, Regulatory Quality, and Control of Corruption as WBGI have the highest weight in Fitch's SRM and are therefore highly relevant to the rating and are a key rating driver with a high weight. As Georgia has a percentile rank above 50 for the respective governance indicators, this has a positive impact on the credit profile. Georgia has an ESG Relevance Score of '4' for Human Rights and Political Freedoms as the voice and accountability pillar of the WBGI is relevant to the rating and a rating driver. As Georgia has a percentile rank below 50 for the respective governance indicator, this has a negative impact on the credit profile. Georgia has an ESG Relevance Score of '4+' for Creditors Rights as willingness to service and repay debt is relevant to the rating and is a rating driver for Georgia, as for all sovereigns. As Georgia has a track record of 20+ years without a restructuring of public debt, as captured in its SRM variable, this has a positive impact on the credit profile. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Georgia LT IDR BB Affirmed BB ST IDR B Affirmed B LC LT IDR BB Affirmed BB LC ST IDR B Affirmed B Country Ceiling BBB- Affirmed BBB- senior unsecured LT BB Affirmed BB Senior Unsecured-Local currency LT BB Affirmed BB Senior Unsecured-Local currency ST B Affirmed B ============= I R E L A N D ============= ARES XVIII: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes ---------------------------------------------------------------- Fitch Ratings has assigned Ares European CLO XVIII DAC reset notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Ares European CLO XVIII DAC A XS2784658291 LT PIFsf Paid In Full AAAsf A-R XS3220894060 LT AAAsf New Rating B-1 XS2784659000 LT PIFsf Paid In Full AAsf B-2 XS2784659851 LT PIFsf Paid In Full AAsf B-R XS3220894490 LT AAsf New Rating C XS2784660511 LT PIFsf Paid In Full Asf C-R XS3220894656 LT Asf New Rating D XS2784661089 LT PIFsf Paid In Full BBB-sf D-R XS3220894813 LT BBB-sf New Rating E XS2784661832 LT PIFsf Paid In Full BB-sf E-R XS3220895034 LT BB-sf New Rating F XS2784662301 LT PIFsf Paid In Full B-sf F-R XS3220895208 LT B-sf New Rating X XS2784654977 LT PIFsf Paid In Full AAAsf X-R XS3220893849 LT AAAsf New Rating Transaction Summary Ares European CLO XVIII 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 redeem the existing notes (except the subordinated notes) and fund the portfolio with a target par of EUR440 million. The portfolio is actively managed by Ares Management Limited. The collateralised loan obligation (CLO) has a reinvestment period of about four years and a seven-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 25.2. 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 of the identified portfolio is 61.2%. Diversified Asset Portfolio (Positive): The transaction includes two matrices that are effective at closing with fixed-rate limits of 5% and 10%. The deal includes various concentration limits, including a fixed-rate obligation limit of 10%, a top 10 obligor concentration limit of 16%, and a maximum exposure to the three-largest Fitch-defined industries of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a reinvestment period of about four years and is governed by reinvestment criteria similar to those of other European deals. Fitch's analysis is based on a stressed-case portfolio, with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the deal Fitch-stressed portfolio analysis was reduced by 12 months to account for the strict reinvestment conditions envisaged after the reinvestment period. These include passing the coverage tests and the Fitch 'CCC' maximum limit after reinvestment and a WAL covenant that progressively steps down over time. In its opinion, these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of no more than one notch each for the class B-R to D-R notes, two notches for the class E-R notes and 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-R, D-R, E-R and F-R notes each have a two-notch rating cushion, and the class C-R notes have a one notch cushion, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded 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-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 lead to upgrades of up to two notches each for the notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes are able to withstand larger- than-expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the deal. 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 monitoring. 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 Ares European CLO XVIII DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. ARINI EUROPEAN II: Fitch Assigns B-sf Final Rating on Cl. F-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned Arini European CLO II DAC reset notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Arini European CLO II DAC Class A-R XS3215544589 LT AAAsf New Rating Class B-R XS3215544746 LT AAsf New Rating Class C-R XS3215545040 LT Asf New Rating Class D-R XS3215545396 LT BBB-sf New Rating Class E-R XS3215545636 LT BB-sf New Rating Class F-R XS3215545982 LT B-sf New Rating Transaction Summary Arini European CLO II DAC is a securitisation of mainly (at least 90%) senior secured obligations with a component of senior unsecured obligations, second-lien loans, mezzanine obligations and high-yield bonds. The proceeds from the reset notes have been used to redeem the existing notes (except the subordinated notes) and fund the existing portfolio with a target par of EUR500 million. The portfolio is actively managed by Arini Loan Management US LLC - European Management Series. The CLO has a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors in the 'B' category. The Fitch weighted average rating factor of the current portfolio is 23.0. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the current portfolio is 61.80%. Diversified Portfolio (Positive): The transaction includes two Fitch test matrices that are effective at closing. These correspond to a top 10 obligor concentration limit of 20%, two fixed-rate asset limits at 5% and 10% and an 8.5-year WAL test covenant. It has another two matrices, corresponding to the same limits but a 7.5-year WAL, which can be selected by the manager one year after closing, provided that the collateral principal amount (defaults at Fitch-calculated collateral value) is at least at the reinvestment target par balance, among other conditions. The transaction also has various portfolio concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has a reinvestment period of about 4.5-years and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis was reduced by 12 months. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage tests and the Fitch 'CCC' maximum limit, and a WAL covenant that linearly steps down. In Fitch's opinion, these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no rating impact on the class A-R, B-R, and C-R notes and lead to downgrades of one notch for the class D-R and E-R notes and to below 'B-sf' for the class F-R notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B-R, D-R and E-R notes display rating cushions of two notches and the class C-R notes of four notches. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches for the class A-R, C-R and D-R notes, four notches for the class B-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 across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would result in an upgrade of no more than three notches across the structure, apart from the 'AAAsf' notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Arini European CLO II 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 Arini European CLO II 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. CONTEGO CLO IV: Fitch Assigns B-sf Final Rating to Cl. F-R-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Contego CLO IV DAC reset notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Contego CLO IV DAC. A-1-R-R XS3212401270 LT AAAsf New Rating AAA(EXP)sf A-2-R-R XS3219372920 LT AAAsf New Rating AAA(EXP)sf B-1-R-R XS3212401437 LT AAsf New Rating AA(EXP)sf B-2-R-R XS3212401601 LT AAsf New Rating AA(EXP)sf C-R-R XS3212401866 LT Asf New Rating A(EXP)sf D-R-R XS3212402674 LT BBB-sf New Rating BBB-(EXP)sf E-R-R XS3212402831 LT BB-sf New Rating BB-(EXP)sf F-R-R XS3212403136 LT B-sf New Rating B-(EXP)sf Subordinated Notes XS3222524046 LT NRsf New Rating NR(EXP)sf Transaction Summary Contego CLO 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. Note proceeds have been used to redeem all the existing notes, except the subordinated notes, and to fund a portfolio with a target par of EUR450 million. The portfolio is actively managed by Five Arrows Managers LLP. The CLO has a five-year reinvestment period and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 25.4. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.9%. Diversified Asset Portfolio (Positive): The transaction includes 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 three matrix sets, each based on a top 10 obligor limit of 20%. Two matrices are effective at closing, corresponding to fixed-rate asset limits of 7.5% and 12.5%, and to an 8.5-year WAL test. The remaining two matrix sets correspond to an eight-year and seven-year WAL test, with the same fixed-rate asset limits as the closing matrices. The two forward matrix sets can be elected by the manager six and 18 months after closing (or 12 and 24 months after closing if the WAL is stepped up), subject to the collateral principal (with defaults carried at Fitch collateral value) being at least equal to the reinvestment target par balance. The transaction has a five-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by six months, on or after the step-up determination date, which is six months after closing. The WAL extension is at the discretion of the manager but is subject to conditions including fulfilling the collateral-quality tests and portfolio profile tests, and the adjusted collateral principal amount being at least at the reinvestment target par. 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, to account for structural and reinvestment conditions after the reinvestment period, including passing the overcollateralisation tests and Fitch 'CCC' limitation after reinvestment. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of one notch each for the class C-RR to E-RR notes and to below 'B-sf' for the class F-RR notes, and have no impact on the class A-1-RR, A-2-RR, B-1-RR and B-2-RR 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-RR, B-2-RR, C-RR, D-RR, and E-RR notes each have a two-notch cushion, and the class F-RR have a three-notch cushion, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. There is no rating cushion for the class A-1-RR and A-2-RR notes. 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. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than- expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Contego CLO 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. Date of Relevant Committee 11 November 2025 CVC CORDATUS XXIV: Fitch Affirms 'B-sf' Rating on Class F-R Notes ----------------------------------------------------------------- Fitch Ratings has upgraded CVC Cordatus Loan Fund XXIV DAC's class B notes and affirmed the rest. Entity/Debt Rating Prior ----------- ------ ----- CVC Cordatus Loan Fund XXIV DAC A XS2511417979 LT AAAsf Affirmed AAAsf B-2 XS2511417110 LT AA+sf Upgrade AAsf Class B1-R XS2786924691 LT AA+sf Upgrade AAsf Class C-R XS2786924774 LT A+sf Affirmed A+sf Class D-R XS2786925078 LT BBB+sf Affirmed BBB+sf Class E-R XS2786925235 LT BB+sf Affirmed BB+sf Class F-R XS2786925318 LT B-sf Affirmed B-sf Transaction Summary CVC Cordatus Loan Fund 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. The portfolio is actively managed by CVC Credit Partners Investment Management Limited (CVC). KEY RATING DRIVERS Deleveraging Transaction: About EUR23.1million of the class A notes have been repaid since the last review in 01/2025, which resulted in an increase in credit enhancement across the capital structure, which drives the upgrades and affirmations. This is in spite of a deterioration in the asset performance as manifested in the transaction being below par (1.9% shortfall) and 'CCC' assets accounting for 7.7% of the portfolio balance, in excess of the 7.5% limit under the portfolio profile tests. Large Cushion Supports Stable Outlooks: All notes have comfortable default-rate buffers to support their ratings and should be capable of absorbing further defaults in the portfolio. The notes have sufficient credit protection to withstand deterioration in the credit quality of the portfolio at their ratings. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor of the current portfolio is 26.8 as calculated by Fitch under its latest criteria. About 16.53% of the portfolio is currently on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 94.6% of the portfolio. Fitch views the recovery prospects for these assets as more favorable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the current portfolio is 56.9%. Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 17.9%, and no obligor represents more than 2.5% of the portfolio balance. Exposure to the three largest Fitch-defined industries is 24.5% as calculated by Fitch. Fixed-rate assets, as reported by the trustee, are at 14.3%, complying with the limit of 15%. Reinvesting Transaction: The transaction exited its reinvestment period in September 2023, but the manager can reinvest unscheduled principal proceeds and sale proceeds from credit-risk obligations, subject to compliance with the reinvestment criteria. Fitch's analysis is based on a stressed portfolio using the Fitch test matrix specified in the transaction documentation, in view of the manager's ability to reinvest. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for CVC Cordatus Loan Fund 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. CVC CORDATUS XXX: Fitch Puts 'Bsf' Final Rating to Cl. F-1-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned CVC Cordatus Loan Fund XXX DAC's refinancing notes final ratings and affirmed its non-refinanced class F-2 notes at 'B-sf', as detailed below. Entity/Debt Rating Prior ----------- ------ ----- CVC Cordatus Loan Fund XXX DAC A XS2774947282 LT PIFsf Paid In Full AAAsf A-R XS3230493515 LT AAAsf New Rating B-1 XS2774947795 LT PIFsf Paid In Full AAsf B-1-R XS3230493788 LT AAsf New Rating B-2 XS2774947878 LT PIFsf Paid In Full AAsf B-2-R XS3230493945 LT AAsf New Rating C XS2774948090 LT PIFsf Paid In Full Asf C-R XS3230494166 LT Asf New Rating D XS2774948173 LT PIFsf Paid In Full BBB-sf D-R XS3230499637 LT BBB-sf New Rating E XS2774948413 LT PIFsf Paid In Full BB-sf E-R XS3230499801 LT BB-sf New Rating F-1 XS2774948769 LT PIFsf Paid In Full B+sf F-1-R XS3230500079 LT Bsf New Rating F-2 XS2778925706 LT B-sf Affirmed B-sf Transaction Summary CVC Cordatus Loan Fund XXX DAC is a securitisation of mainly (at least 90%) senior secured obligations with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Proceeds from the refinancing notes were used to redeem class A to F-1 notes. The portfolio is actively managed by CVC Credit Partners Investment Management Limited (CVC) and the collateralised loan obligation (CLO) has about a three-year reinvestment period and a six-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 25.4. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 55.7%. Diversified Portfolio (Positive): The transaction includes one updated matrix, corresponding to a top 10 obligor concentration limit at 20%, a fixed-rate asset limit of 12.5%, and a seven-year WAL test. The deal has various other concentration limits, including a maximum exposure to the three-largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. WAL Step-Up Feature (Neutral): The transaction can extend the WAL by one year, to seven years, on the step-up date, which can be at the refinancing closing date at the earliest. The WAL extension is at the option of the manager but subject to conditions, including passing the collateral-quality tests, portfolio profile tests, coverage tests and the aggregate collateral balance (defaulted assets at their collateral value) being at least equal to the adjusted collateral balance as of November 2025. Portfolio Management (Neutral): The deal has about a three-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Its 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. Failing Tests (Negative): The deal was failing the weighted average spread, the weighted average rating factor and the weighted average recovery rate tests before and after the refinancing, although some are now closer to being satisfied. The failing collateral quality tests prohibit the manager from purchasing assets, unless these tests are maintained or improved. As of the November 2025 monthly report, there was EUR57.8 million cash in the principal account that might be reinvested. The transaction was below par by 0.5%, according to the November report. Exposure to assets with a Fitch-Derived Rating of 'CCC+' and below was 4.5%, versus a limit of 7.5%, and the portfolio included a EUR3 million defaulted asset. This, together with the failing collateral quality tests, has been reflected in its modelling. Deviation from Modelled-Implied Ratings (Positive): The class B-1-R and B-2-R notes are one notch above their respective model-implied ratings. The deviation reflects that cash flow scenarios shortfalls are limited and related to cases not reflecting Fitch's immediate expectations, and that the current portfolio is passing at the assigned ratings. Affirmation of Non-Refinanced Notes (Neutral): The non-refinanced class F-2 notes are affirmed in line with their model-implied rating under the updated matrix. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL test covenant to account for the strict reinvestment conditions envisaged by the deal after its reinvestment period. These conditions include passing the coverage tests, the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL test covenant that gradually steps down, before and after the end of the reinvestment period. Fitch believes these conditions reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of up to four notches each for the class A-R to E-R notes, and to below 'B-sf' for the class F-1-R and F-2 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, B-2-R and C-R notes each have a rating cushion of one notch, and the class D-R to F-1-R notes each have a rating cushion of two notches, due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A-R notes and F-2 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 three notches each for the tranches. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to four notches each, except for the 'AAAsf' notes and debt. 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 deal'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 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 other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and 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 CVC Cordatus Loan Fund XXX 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. DRYDEN 125: Fitch Assigns 'B-sf' Final Rating on Class F Notes -------------------------------------------------------------- Fitch Ratings has assigned Dryden 125 Euro CLO 2024 DAC final ratings, as detailed below. Entity/Debt Rating ----------- ------ Dryden 125 Euro CLO 2024 DAC A XS3195073963 LT AAAsf New Rating X XS3195073708 LT AAAsf New Rating B-1 XS3195074185 LT AAsf New Rating B-2 XS3195074342 LT AAsf New Rating C XS3195074698 LT Asf New Rating D XS3195074854 LT BBB-sf New Rating E XS3195075075 LT BB-sf New Rating F XS3195075232 LT B-sf New Rating Subordinated XS3195117091 LT NRsf New Rating Transaction Summary Dryden 125 Euro CLO 2024 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. Net proceeds from the notes issue were used to fund a portfolio with a target par of EUR400 million. The portfolio is managed by PGIM Loan Originator Manager Limited and PGIM Limited. The collateralised loan obligation (CLO) has a five-year reinvestment period and a nine-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-calculated weighted average rating factor of the identified portfolio is 24. 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-calculated weighted average recovery rate of the identified portfolio is 60.9%. Diversified Portfolio (Positive): The transaction includes four Fitch matrices accompanied by two fixed-rate asset limits of 0% and 12.5%. All matrices are based on a top-10 obligor concentration limit at 25%. Two matrices are effective at closing, corresponding to a nine-year WAL test, and the remaining two matrices are effective 12 months after closing and correspond to an eight-year WAL test. The forward matrices can be elected by the collateral manager if the collateral principal amount (with defaults carried at Fitch collateral value) is at least equal to the reinvestment target par balance. The transaction also includes various other concentration limits, including a maximum of 40% to the three largest Fitch-defined industries. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an about five-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months shorter than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, and a WAL covenant that gradually steps down before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class X and A notes, and would lead to downgrades of one notch each for the class B to E notes and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B to F notes each have a rating cushion of two notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to three notches each for the class A, C and D notes, up to four notches for the class B notes and to below 'B-sf' for the class E and F notes. The class X notes would not be affected. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each for the rated notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than- expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from a stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Dryden 125 Euro CLO 2024 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. HENLEY CLO I: Fitch Affirms 'B-sf' Rating on Class F-R Notes ------------------------------------------------------------ Fitch Ratings has upgraded Henley CLO I DAC's class C-R notes and affirmed the rest. Entity/Debt Rating Prior ----------- ------ ----- Henley CLO I DAC A-R XS2360085760 LT AAAsf Affirmed AAAsf B-1R XS2360086065 LT AAsf Affirmed AAsf B-2R XS2360086495 LT AAsf Affirmed AAsf C-R XS2360086578 LT A+sf Upgrade Asf D-R XS2360086735 LT BBB+sf Affirmed BBB+sf E-R XS2360086909 LT BB-sf Affirmed BB-sf F-R XS2360087113 LT B-sf Affirmed B-sf Transaction Summary Henley CLO I DAC is a cash flow collateralised loan obligation comprising mostly senior secured obligations. The transaction closed in July 2019, is actively managed by Napier Park Global Capital Ltd., and will exit its reinvestment period in January 2026. It is currently not breaching any of its tests. KEY RATING DRIVERS Stable Asset Performance: The portfolio's performance has been stable since Fitch's last rating action in January 2025. The deal, according to the last trustee report dated 15 October 2025, was passing all its collateral-quality and portfolio-profile tests. The transaction is currently about 1.4% below par (calculated as the current par difference over the original target par). Exposure to assets with a Fitch-Derived Rating of 'CCC+' and below, was a low 1.8%, according to the trustee report, versus a limit of 7.5%. The portfolio has no defaulted assets, and total par loss remains below its rating-case assumptions. Large Cushion Supports Stable Outlooks: All notes have large default-rate buffers to support their ratings and to absorb defaults in the portfolio. The notes have sufficient credit protection to withstand deterioration in the credit quality of the portfolio at their ratings. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor (WARF) of the current portfolio was 25.8 as calculated by Fitch under its latest criteria. About 12.2% of the portfolio is currently on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 100% of the portfolio. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the current portfolio is 60.1% Diversified Portfolio: The portfolio is well-diversified across obligors, countries and industries. The top 10 obligor concentration, as calculated by Fitch, is 12.3%, and no obligor represents more than 1.6% of the portfolio balance. Exposure to the three-largest Fitch-defined industries is 42.9%, as calculated by Fitch. Fixed-rate assets reported by the trustee are at 6.4%, currently complying with the limit of 15%. Transaction Inside Reinvestment Period: The transaction is within its reinvestment period until January 2026, and the manager can reinvest principal proceeds and sale proceeds from credit-improved obligations and credit-risk obligations, subject to compliance with the reinvestment criteria. Fitch's analysis is based on a stressed portfolio and tested the notes' achievable ratings across the Fitch matrix, since the portfolio can still migrate to different collateral-quality tests upon reinvestment. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades, which are based on the current portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Henley CLO I 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. TIKEHAU CLO XIV: S&P Assigns B- (sf) Rating to Class F Notes ------------------------------------------------------------ S&P Global Ratings assigned its credit ratings to Tikehau CLO XIV DAC's class A, B, C, D, E, and F notes. At closing, the issuer will also issue EUR45.60 million of unrated subordinated notes. The portfolio's reinvestment period will end approximately five years after closing, while the non-call period will end two years after closing. 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 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 2744.93 Default rate dispersion 486.71 Weighted-average life (years) 5.049 Obligor diversity measure 161.16 Industry diversity measure 22.03 Regional diversity measure 1.31 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 0.00 Target 'AAA' weighted-average recovery (%) 36.72 Target weighted-average coupon (%) 5.87 Target weighted-average spread (net of floors; %) 3.70 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. Rating rationale S&P said, "We expect the portfolio to be 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 the EUR600 million target par amount, the actual weighted-average spread (3.70%), and the covenanted weighted-average coupon (5.50%). We modeled the covenanted weighted-average recovery rate at the 'AAA' rating level and the target weighted average recovery rates at all other rating levels. We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "Our credit and cash flow analysis indicates that the available credit enhancement for the class B to E notes could withstand stresses commensurate with higher ratings than those we have assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we have capped the assigned ratings. The class A and F notes can withstand stresses commensurate with the assigned ratings. "Until the end of the reinvestment period on May 15, 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 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 that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our current counterparty criteria. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Following our analysis of the credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A to F notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we also included the sensitivity of the ratings on the class A to E notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category--and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met--we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings Amount Credit Class Rating* (mil. EUR) enhancement (%) Interest rate§ A AAA (sf) 372.00 38.00 Three/six-month EURIBOR plus 1.30% B AA (sf) 66.00 27.00 Three/six-month EURIBOR plus 1.90% C A (sf) 36.00 21.00 Three/six-month EURIBOR plus 2.20% D BBB- (sf) 42.00 14.00 Three/six-month EURIBOR plus 2.90% E BB- (sf) 27.00 9.50 Three/six-month EURIBOR plus 5.25% F B- (sf) 18.00 6.50 Three/six-month EURIBOR plus 7.90% Sub. Notes NR 45.60 N/A N/A *The ratings assigned to the class A and B notes address timely interest and ultimate principal payments. The ratings assigned to the class C, D, E, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. Sub. notes—Subordinated notes. NR--Not rated. N/A--Not applicable. VIRGIN MEDIA: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Virgin Media Ireland Limited's (VMI) Long-Term Issuer Default Rating (IDR) at 'B+', with a Stable Outlook. Fitch has also affirmed its senior secured EUR900 million term loan B (TLB) at 'BB' with a Recovery Rating of 'RR2'. VMI's rating is vulnerable at the 'B+' level. Fitch expects EBITDA leverage to exceed its downgrade threshold at end-2025 while it continues to lose market share in a highly competitive fixed broadband market. These dynamics could create downside pressure to its base case forecasts for the company. The Stable Outlook reflects VMI's growing revenue contribution from wholesale and its expectation that its EBITDA decline is likely to reverse in 2026 and return EBITDA net leverage to within its rating thresholds. The Outlook is also supported by improving free cash flow (FCF) over the next three years as VMI completes its fibre network and by a record of support from parent LG. Key Rating Drivers Increasing Fixed-Line Competition: Fitch expects VMI's consumer fixed-line revenues to fall another 2%-4% in 2025, after a 4.7% decline in 2024. Loss of customers remains persistent as competing builds increasingly overlap VMI's network footprint and are not offset by gains in fibre. However, Fitch expects losses to subside from higher wholesale revenue growth and increased market rationality from new wholesale deals. Network scale benefits and the completion of the fibre-to-the-home (FTTH) roll-out and IT upgrade should also begin to mitigate the overall EBITDA impact from a reduction in retail fixed-line revenues from 2026. VMI's broadband market share shrank to 20.9% in 2Q25 from 26.1% in 2019, according to the Irish telecom regulator. This has affected revenues and EBITDA margins. Its FTTH network remains under-used compared with eircom Holdings (Ireland) Limited's (B+/Stable) and Vodafone Group plc (BBB/Stable)-backed JV SIRO DAC's, despite its increasing market share. Minimal Leverage Headroom: Fitch expects Fitch-defined net debt/EBITDA to increase to 5.8x in 2025 from 5.4x in 2024. Leverage will remain at 5.6x, its rating downgrade threshold, for another year before reducing to 5.5x in 2027. Fitch expects VMI's deleveraging capacity to be constrained for the next two years by the capex cycle and the impact on EBITDA from the loss of fixed-line retail revenues, which may not be sufficiently offset by growth in wholesale revenues. Failure to stabilise EBITDA losses would imply a prolonged period of leverage remaining above its downgrade threshold and may result in negative rating action. High Exposure to Competition: The network footprint overbuild in Ireland increases the company's exposure to intense competition and a further loss of fixed-line retail revenues. In addition, while wholesale deals should bring market rationality once the fibre roll-out is complete, operators may continue their aggressive pricing to increase network usage, increasing pressure on VMI. Fitch expects some market stabilisation and increases in wholesale revenue to offset those losses in 2026, but a failure to do this would increase negative rating pressure over the short to medium period. Financial Policy Supportive: LG has injected cash into VMI to cover FCF shortfalls due to higher capex from the FTTH roll-out. Fitch would expect LG to continue to fund the FTTH roll-out with equity injections, as long as leverage is above VMI's target of 5x, to cover any shortfalls in FCF rather than allow VMI to draw on its available revolving credit facility (RCF; EUR100 million undrawn), which would increase leverage further. However, Fitch forecasts FCF to turn neutral in 2026, and positive thereafter, implying that no further equity injections will be needed. Wholesale Deals Extend Reach: VMI is selling wholesale access to its fibre network to Sky and Vodafone and has extended the reach of its own fibre footprint with a wholesale deal to access National Broadband Ireland's and SIRO's networks. The deals support VMI's strategic decision to upgrade its network to fibre rather than DOCSIS4. VMI will benefit from revenue opportunities when Vodafone and Sky up-sell existing customers onto fibre over VMI's network. However, these partners' price discounts may risk cannibalising retail customers' higher average revenue per user in favour of wholesale access revenues. Network Footprint Overlap: VMI's cable network, covering just under 1 million homes in Ireland, is capable of gigabit speeds. The company is now rolling out FTTH to 1 million homes by end-2026. However, Fitch estimates that around 60% of its network is overbuilt, with the domestic incumbent eircom having rolled out gigabit-capable FTTH to over 1 million homes and SIRO having passed around 700,000 homes with the same technology. Lower Margins Increase Leverage: VMI's Fitch-defined EBITDA margins are decreasing more than Fitch expected, to 34.8% in 2025 from 35.9% in 2024, increasing Fitch-defined EBITDA leverage by 0.3x to 5.8x. This reflects EBITDA losses in fixed-line retail and duplicate IT and other system costs related to the system upgrade. These will fall off in 2026, bringing some EBITDA growth. Fitch expects EBITDA margins to recover to 35.3% in 2026 and increase slowly thereafter as pressures from the FTTH roll-out and IT system upgrade abate. FCF to Stabilise in 2026: VMI completed more than 75% of its fibre roll-out at end-3Q24 and will meet its target of 1 million homes passed by 2026. Fitch expects capex as a share of revenue to remain high at 36% in 2025, before decreasing sharply in 2026 as the fibre roll-out nears completion. This will stabilise the company's FCF margins in 2026 and increase them to over 5% in 2027, and over 10% in 2028. Peer Analysis VMI's ratings reflect its position as the leading cable operator in Ireland with one of the widest coverages of high-speed broadband homes passed in the country. Its fixed-line network is of similar size to domestic peer eircom's FTTH network. Fitch expects FCF margins to recover from their low single-digit levels in 2027 after VMI completes its roll-out of FTTH in 2026. Its leverage relative to that of other western European telecom operators, such as Vodafone, is high and a constraint on the ratings. VMI has lower EBITDA than other LG assets such as Telenet Group Holding N.V (BB-/Stable) and VodafoneZiggo Group B.V. (B+/Stable). VMI is predominately a fixed-line operator and is an MVNO in mobile with a much smaller scale and a greater share of revenue from volatile free-to-air TV advertising than Telenet and Vodafone Ziggo. Key Assumptions Fitch's Key Rating-Case Assumptions - Low single-digit revenue decrease in 2025 and flat revenue growth between 2026 and 2027, as stiff competition in the fixed-line business and traditional voice revenue declines are offset by growth in B2B and wholesale - Fitch-defined EBITDA margin to decline to 34.8% in 2025, reflecting pressures on revenue and the loss of fixed-line retail customers that may have a disproportionate initial effect on EBITDA, followed by gradual increases to 36.2% by 2028 as losses are offset by higher wholesale revenues, a reduction in operating spending associated with the roll-out of FTTH and in costs from the IT system upgrade as these investments are completed - Capex at 36% of sales in 2025 as VMI completes its FTTH roll-out to 1 million premises, and to remain high at 28% in 2026 before reducing more sharply in 2027 and 2028 - Negative FCF financed by LG in 2025 and excess cash flows channelled to LG from 2027 - RCF to remain undrawn Recovery Analysis Key Recovery Rating Assumptions The recovery analysis assumes that VMI would be considered a going concern in bankruptcy and that it would be reorganised rather than liquidated. Fitch assumes a 10% administrative claim. Its going-concern EBITDA estimate of EUR140 million reflects Fitch's view of a sustainable, post-reorganisation EBITDA. Fitch uses an enterprise value multiple of 6x to calculate a post-reorganisation valuation, which reflects a distressed multiple. Fitch estimates the total amount of debt claims at EUR1 billion, which includes full drawings on an available RCF of EUR100 million. Its recovery analysis indicates recoveries for the senior secured debt in line with 'RR2', resulting in an instrument rating of 'BB'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Fitch-defined net debt/EBITDA above 5.6x on a sustained basis - Further intensification of competitive pressures leading to deterioration in operational performance and signalling lower FCF generation following the completion of the fibre roll out Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Strong and stable FCF generation and a more conservative financial policy resulting in Fitch-defined net debt/EBITDA below 4.8x on a sustained basis - Cash flow from operations less capex/gross debt consistently above 5% - No deterioration in the competitive or regulatory environment Liquidity and Debt Structure VMI has a EUR900 million term loan with a bullet maturity in 2029 and access to an undrawn EUR100 million RCF. Fitch expects negative FCF of EUR37 million in 2025 as the company rolls out FTTH to be covered by LG equity injections before FCF generation stabilises in 2026 and turns positive in 2027. LG manages cash balances at minimal levels at VMI, making liquidity dependent on the undrawn RCF. Fitch expects net debt/EBITDA to reduce in the medium term and be managed by LG at around 5x, in line with historical levels. Issuer Profile VMI is the largest cable operator in Ireland, covering fixed-line internet and TV services and with an MVNO offering in mobile. 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 ----------- ------ -------- ----- Virgin Media Ireland Limited LT IDR B+ Affirmed B+ senior secured LT BB Affirmed RR2 BB VOYA EURO VI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned Voya Euro CLO VI DAC's reset notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Voya Euro CLO VI DAC A-R XS2789516858 LT PIFsf Paid In Full AAAsf A-R-R XS3219361055 LT AAAsf New Rating B-R XS2789517070 LT PIFsf Paid In Full AAsf B-R-R XS3219361303 LT AAsf New Rating C-R XS2789517401 LT PIFsf Paid In Full Asf C-R-R XS3219361568 LT Asf New Rating D-R XS2789517666 LT PIFsf Paid In Full BBB-sf D-R-R XS3219361725 LT BBB-sf New Rating E-R XS2789517823 LT PIFsf Paid In Full BB-sf E-R-R XS3219362293 LT BB-sf New Rating F-R XS2789518128 LT PIFsf Paid In Full B-sf F-R-R XS3219362459 LT B-sf New Rating Transaction Summary Voya Euro CLO VI 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 redeem the existing notes, except the subordinated notes, and to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Voya Alternative Asset Management LLC. The transaction has a 4.5-year reinvestment period and an 8.5-year weighted average life (WAL) test. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch-weighted average rating factor of the identified portfolio is 24.9. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-weighted average recovery rate of the identified portfolio is 61.7%. Diversified Portfolio (Positive): The transaction 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 and a rating agency confirmation. The deal includes various other concentration limits, including a top 10 obligor concentration limit at 20% and 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 (Positive): The transaction has a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European deals. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the deal structure against its covenants and portfolio guidelines. Cash Flow Modelling (Neutral): The WAL used for the transaction's Fitch-stressed portfolio and matrix analysis is 12 months less than the WAL covenant at the issue date. This is to account for the strict reinvestment conditions envisaged by the deal after its reinvestment period. These include passing the coverage tests, Fitch weighted average rating factor and Fitch ´CCC´ tests, together with a progressively decreasing WAL covenant. These conditions reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R-R notes and would lead to downgrades of one notch each for the class B-R-R to E-R-R notes and to below 'B-sf' for the class F-R-R notes. Downgrades, 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-R-R, C-R-R, D-R-R, E-R-R and F-R-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-R-R 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% rise in the mean RDR and a 25% fall in the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the class A-R-R to D-R-R notes, and to below 'B-sf' for the class E-R-R and F-R-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 lead to upgrades of up to three notches each for the rated 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 are able to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY 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 monitoring. 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 Voya Euro CLO VI 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. ========= I T A L Y ========= KIKO MILANO: S&P Assigns 'B+' Rating to EUR540MM New Sr. Sec. Notes ------------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue rating on the EUR540 million proposed senior secured floating notes maturing in 2032, issued by Duomo Bidco SpA, a subsidiary of Duomo Topco Srl (B+/Stable/--), the parent of cosmetic retailer KIKO Milano (KIKO). S&P assigned a '3' recovery rating to the proposed notes, indicating its expectation of meaningful recovery prospects (50%-70%; rounded estimate: 55%) in the hypothetical event of a default. S&P said, "We view the proposed transaction as broadly neutral to our leverage calculation as the group intends to use the proceeds to fully redeem the existing EUR500 million senior secured notes originally due July 2031, repay EUR35 million of revolving credit facility (RCF) drawdown, and finance related transaction fees. After the transaction, we expect S&P Global Ratings-adjusted debt to EBITDA to be about 4.1x as of end-2025, up from 3.8x in our previous base case due to higher RCF utilization than previously anticipated. "The transaction extends the debt maturity to January 2032, and we expect it will allow the group to lower its interest burden supporting free operating cash flow after leases generation." According to KIKO's results for the first nine months of 2025 (ending Sept. 30), the group's revenue increased by 5.4% year on year to EUR655 million while reported EBITDA decreased to EUR88 million, from EUR100 million over the same period in 2024. S&P said, "We have not materially changed our base-case forecasts compared with the forecasts published on Oct. 15, 2025. At that time, we already expected the group's growth initiatives--including the new point-of-sale openings, increased marketing spending, and stronger managerial capabilities--to temporarily weigh on profitability." Issue Ratings--Recovery Analysis Key analytical factors -- S&P rates the group's proposed EUR540 million senior secured notes due 2032 'B+', with a recovery rating of '3'. This is line with its ratings on the existing EUR500 million senior secured notes. -- The '3' recovery rating reflects S&P's expectations of meaningful recovery prospects (50%-70%; rounded estimate: 55%) in the event of a hypothetical payment default. -- In S&P's view, the recovery rating is supported by the estimated growth prospects of the company but is constrained by the presence of a prior-ranking RCF and its perception of a weak security package, given the absence of intellectual property on the cosmetics formulas or other material industrial processes and the limited value of the existing inventory, given the perishable nature of cosmetics. -- Under S&P's hypothetical default scenario, it assumes a contraction in consumer spending following an economic downturn in Western Europe; a more challenging competitive environment; or a deterioration of KIKO's brand image, product recall, or loss of contracts with key suppliers. -- S&P values KIKO as a going concern, given its established network and strong operational ties with its suppliers. Simulated default assumptions -- Year of default: 2029 -- Jurisdiction: Italy Simplified waterfall -- Emergence EBITDA: EUR82 million -- Implied enterprise value-to-EBITDA multiple: 5.0x, in line with standard sector assumption -- Gross enterprise value: EUR410 million -- Net recovery value after administrative expenses (5%): EUR390 million -- Estimated super senior debt claims: EUR75 million -- Value available for senior secured debt claims: EUR315 million -- Estimated senior secured debt claims: EUR569 million* -- Recovery rating: 3 -- Recovery prospects: 50%-70% (rounded estimate: 55%) *RCF assumed 85% drawn at the time of default. All debt amounts include six months of prepetition interest. =================== K A Z A K H S T A N =================== MYCAR FINANCE: S&P Affirms 'B-/B' ICRs, Outlook Stable ------------------------------------------------------ S&P Global Ratings affirmed its 'B-/B' long- and short-term issuer credit ratings on Kazakhstan-based MyCar Finance Microfinance Organization LLP (MCF). The outlook is stable. S&P also affirmed its 'kzBB-' national scale rating on MCF. S&P said, "We expect MCF's capitalization to remain strong over the next 12-24 months. MCF's risk-adjusted capital (RAC) ratio increased to 14.1% as of year-end 2024 from 10.5% a year earlier due reduced economic and industry risks in Kazakhstan, low balance sheet growth, and the conversion of Kazakhstani tenge (KZT)3.5 billion subordinated debt into common equity. We forecast that the RAC ratio could increase to slightly more than 15% in 2025-2026 if the company grows by a maximum 10% annually and fully retains earnings. However, if the company increases its planned growth rates, creates additional provisions, and/or starts paying dividends, its RAC ratio is likely to stay below 15%. "The company is targeting a further decline in stage 3 loans to about 8% over the next 12 months. In 2025, MCF reversed the negative trend in asset quality, and we expect nonperforming loans (NPLs) to improve slightly over the next 12 months. Gross stage 3 loans decreased to 9.4% (KZT16.9 billion) of total loans as of Sept. 30, 2025 from a peak of 11.1% (KZT20.1 billion) at year-end 2024. We anticipate that asset quality will further improve over the next 12 months as the company gradually recovers NPLs. Problem loan recoveries take on average four-to-seven months depending on the cooperation of borrowers." In second-half 2024-2025, the company introduced stricter underwriting measures, reduced an approval rate, and cancelled the deferral product. Gross stage 2 loans remained stable at 1.2% of total loans as of Sept. 30, 2025. Concentrated funding from one bank as part of the single group constrains the ratings. The company's main funding source is a revolving loan from a single bank, which is also a main creditor bank for Astana Motors group. MCF's concentrated short-term funding is reflected in modest funding and liquidity metrics, including a stable funding ratio of 75.6% as of year-end 2024 and weak liquidity coverage as MCF had only about KZT3 billion cash and equivalents at end-October 2025. Its liquidity policy is to maintain liquid assets at minimum KZT1.5 billion, which is about 1% of total assets. The company slightly diversified its funding. In May 2024 it registered a KZT20 billion local bond program and issued local senior unsecured bonds: KZT5 billion for one year in May 2025 (repaid) and KZT3 billion for two years due in November 2026. S&P said, "We do not think that MCF could be insulated or delinked from its parent Astana Motors. This is due to much lighter prudential regulation for finance companies in Kazakhstan than for banks and co-funding with the parent. MCF only needs to comply with minimum capital and liquidity requirements, leverage ratio, and single-name concentrations. MCF is 99.9% owned by Astana Motors (not rated), which has operated for 31 years and is the largest car dealer in Kazakhstan. In our view, MCF is vital for the parent's strategy, providing complementary financing for its cars. However, we do not consider MCF a captive finance subsidiary because it provides loans to buy any new and used cars, not just those distributed or assembled by Astana Motors. MCF remains a small part of Astana Motors (about 10% of equity). A few dealers in the Astana Motors group guarantee the bank loan to MCF. "The outlook is stable because we expect MCF will maintain steady business and financial profiles over the next 12 months benefiting from its solid capitalization and planned moderate growth rates. "Although not our base-case scenario, we could take a negative rating action over the next 12 months if MCF needed to repay the bank loan ahead of schedule, for example due to loan covenants being breached by MCF or the loan guarantors without the waiver from its creditor, and it is unable to find alternative funding sources." A positive rating action is unlikely over the next 12 months. In time a positive rating action could occur if MCF's stand-alone credit profile improved through its conscious decision to maintain high capitalization resulting in our RAC ratio sustainably above 15%, the company maintains its market share, and Astana Motors' liquidity strengthens. =================== L U X E M B O U R G =================== IRCA GROUP 3: Fitch Affirms 'B' Long-Term IDR, Outlook Stable ------------------------------------------------------------- Fitch Ratings has affirmed IRCA Group Luxembourg Midco 3 S.a r.l's Long-Term Issuer Default Rating (IDR) at 'B', with Stable Outlook. The 'B' rating balances its forecast of IRCA's high leverage of 6.8x in 2025 against its robust midscale operations, supported by its strong value-added proposition with a specialised customised product portfolio and commercial capabilities. Its EBITDA margins remain above 13% despite a challenging commodity environment and integrations. The Stable Outlook reflects its expectations of leverage moderating to about 6.5x by 2026, driven by business additions with mid single-digit organic expansion, EBITDA margin improvement and free cash flow (FCF) turning positive from 2025, as capacity investments normalise and following a high working-capital increase in 2024 driven by cocoa price volatility. Key Rating Drivers Resilient Profitability Amid Challenging Environment: IRCA's speciality focus has allowed it to pass on exceptionally high inflation through constant price updates to contracts and fully hedged key inputs costs, translating into robust EBITDA margins, forecast at above 13% for 2025, in line with 2024's. Its premium offering with non-commoditised ingredients, switching costs for food manufacturers, disciplined pricing strategy, alongside improved operating leverage linked to integrations, underpin its forecast of improving EBITDA margin to 16%, which is strong for the sector. High Leverage, Exhausted Headroom: The rating is constrained by fully exhausted leverage headroom with EBITDA leverage projected at 6.8x at end-2025, before reducing to within its negative sensitivity of 6.4x in 2027 on the back of expanding EBITDA. IRCA has a highly acquisitive record, with six transactions completed since 2022 and loose financial policy. Further multiple or sizeable debt-funded acquisitions, debt-funded shareholder returns or difficulties in realising integration synergies could disrupt deleveraging and pressure the rating. Risks to Growth, Mature Market: Fitch forecasts mid-to-high single-digit organic growth, supported by acquisitions, leveraging capacity expansion and cross-selling opportunities. This is aided by now global production and innovation capabilities, the latter vital to food ingredients. However, incipient deflation on commodities such as cocoa could put pressure on prices. IRCA's expansion remains above the sector's, which is sustainable due to its speciality focus and strong innovation. The company operates in the mature confectionery market, which may experience constrained growth due to rising demand for healthier alternatives. Sustained Positive FCF: Fitch estimates FCF will turn positive from 2025 with healthy mid single-digit FCF margins, as capex normalise after a period of increased capital intensity and abnormally high working capital volatility in 2024 because of cocoa trade dynamics leading to more expensive inventory and shorter payment terms to secure supply. Fitch projects a substantial reversal of the working capital dynamics from 2025, although levels will remain structurally high, at about a Fitch-adjusted 15% of sales, given inherent commodity price volatility. This, alongside limited one-off integration costs from 2026 and reduced maintenance capex, supports sustained positive FCF. Leading Position in Niche Market: IRCA is a leading specialty food ingredients supplier, a specialist in the niche subsector within packaged food, with a wide portfolio of highly customised products, from chocolate to decorations, providing an integrated one-stop shop with limited competition. Its scale is partly limited, with EBITDA of about EUR200 million in 2025. However, progress towards a more balanced customer base with a greater outreach to faster-expanding food manufacturers (60% of sales as of 1H25), a cross-regional manufacturing presence and resilient profitability, support IRCA's well-positioned business model. Global Commercial Capabilities: The business model benefits from global commercial capabilities, with two main channels: own commercial network for large food manufacturers and long-term partnership distributors for the gourmet channel. It has a loyal and diversified customer base, where Fitch sees limited replacement threat, with the top 10 accounting for 25% of revenue. Its capabilities, after Kerry's acquisition in the US, are particularly relevant in serving global food manufacturers and enhancing geographical diversification, including some protection against trade tariffs. However, IRCA remains dependent on Italy for sales (41% as of 1H25). Differentiated Value-Added Positioning: IRCA has limited exposure to the volatile dynamics of commodity traders, as their products are differentiated and bespoke, although around 20% of portfolio as of 1H25 contained cocoa. It has strong innovation capabilities with solid R&D capabilities that allow close cooperation and co-development with its clients' innovation teams, an important aspect for industrial food producers. The company benefits from premiumisation trends that favour a speciality focus. Peer Analysis IRCA has a smaller scale, lower operating margins and much higher leverage than that of peers in the confectionery sector such as Ulker Biskuvi Sanayi A.S. (BB/Stable), Mondelez or Sammontana Italia SpA (B+/Stable). IRCA is rated below food ingredients business Nexture S.p.A (B+/Stable). The companies face comparable execution challenges stemming from similar food ingredients market trends. IRCA is slightly larger in scale and generate similar cash flow margins, but it has higher leverage. IRCA is rated below La Doria S.p.A.'s (B+/Stable), a private label food processor, although its business profile is stronger due to its wider and more specialised portfolio, more balanced customer base and a wider geographical presence. However, IRCA's rating is constrained by higher leverage. IRCA is rated above Platform Bidco Limited (Valeo Foods; B-/Stable), as their comparable scale and exposure to the sweets market trends are offset by IRCA's B2B focus, which makes it more profitable and cash generative. Key Assumptions - Organic revenue at about 6% CAGR in 2025-2029 - EBITDA margin at 13.4% in 2025, gradually increasing towards 15.6% by 2029 - Capex at EUR62 million in 2025, mainly driven by higher expansion capex, followed by EUR30 million on average between 2025 and 2026 - Remaining payments for Kerry acquisition of EUR10 million in 2025 and EUR5 million in 2026 - Restricted cash of EUR30 million a year for daily operations Recovery Analysis The recovery analysis assumes that IRCA will be considered as a going concern rather than liquidated in bankruptcy. Fitch assumed a 10% administrative claim, which is unavailable for debt service during restructuring and hence deducted from the enterprise value. Its estimated going concern EBITDA of EUR160 million reflects the level of earnings required for the company to sustain operations as a going concern in unfavourable market conditions of shrinking volumes and with an inability to pass on cost increases. Fitch assumed a 5.5x enterprise value/EBITDA multiple, reflecting IRCA's portfolio of high-value added products and cross-regional manufacturing footprint. This multiple is below Sigma Holdco BV's 6.0x due to the latter's larger scale and well-recognised brand. It is in line with Valeo's, which is modestly larger, but has lower margins and is less diversified. Finally, IRCA's enterprise value/EBITDA multiple is above that of Nexture's 5.0x, due to the latter's smaller scale and less profitable business model. Other bank liabilities of EUR33 million, a super senior EUR150 million revolving credit facility are structurally prior ranking to senior secured notes of EUR1,115 million and supply chain financing of EUR30 million, which Fitch treats as debt. Fitch has assumed that IRCA's EUR100 million factoring line will remain available on bankruptcy and after distress, as the company uses it with blue chip clients (e.g. Univeler, Modelez and Nestle). These factoring balances are included in the financial debt calculations but excluded from the recovery analysis, in line with its criteria. Its waterfall analysis, based on the above assumptions, generates a ranked recovery for the senior secured debt in the Recovery Rating 'RR3' band, leading to a senior secured rating of 'B+', one notch above the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Operational challenges or integration issues leading to weak revenue growth - EBITDA margin deteriorating towards 13% - Volatile FCF - EBITDA leverage above 6.5x on a sustained basis - Cash flow from operations less capex/debt consistently in the low single digits Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Double-digit revenue growth as IRCA integrates new industrial capacity and leverages new commercial capabilities - EBITDA margin consolidating above 15% with increased scale as measured by EBITDA above EUR250 million - FCF margin sustainably above 3% - EBITDA leverage decreasing towards 5.5x Liquidity and Debt Structure Fitch estimates a freely available cash balance of about EUR50 million at end-2025 (after restricting EUR30 million for operational needs, which Fitch assumes will not be available for debt service). Fitch projects a continuous build-up of cash as a result of EBITDA expansion, optimised working-capital management and reduced capex requirements after recent acquisitions and capacity expansion. This is likely to lead to sustainably positive FCF generation from 2025, as unfavourable working capital dynamics in 2024 unwind. Most maturities are concentrated in 2029, after IRCA's refinancing in 2024. Fitch treats off-balance sheet non-recourse factoring as debt (EUR43 million in 2025, in addition to the recourse factoring of EUR43 million), without which could have an adverse impact on working capital. Fitch assumes the EUR150 million revolver to remain mostly undrawn for 2025-2029. Issuer Profile IRCA is an Italy-headquartered manufacturer of speciality food ingredients for food manufacturers and gourmet customers (including pastry shops, bakeries, foodservice chains and others). 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 ----------- ------ -------- ----- Irca S.p.A. senior secured LT B+ Affirmed RR3 B+ IRCA Group Luxembourg Midco 3 S.a r.l LT IDR B Affirmed B ===================== N E T H E R L A N D S ===================== ORSINI HOLDCO:S&P Assigns 'B' Issuer Credit Rating, Outlook Stable ------------------------------------------------------------------ S&P Global Ratings assigned its 'B' issuer credit and issue ratings to Orsini Holdco B.V., the parent of HSO, and its debt. The stable outlook is based on S&P's expectation that HSO will maintain organic revenue growth of over 10% a year, while maintaining broadly stable margins. S&P anticipates that in 2026 adjusted debt to EBITDA will decrease to about 5.0x and adjusted EBITDA cash interest coverage will be 2.0x-3.0x. S&P said, "The ratings are in line with the preliminary ratings we assigned on Oct. 8, 2025. There were no material changes to the financial documentation compared with our original review, and the company's operating performance has been in line with our forecast. "The stable outlook is based on our expectation that HSO will maintain organic revenue growth of over 10% a year, while maintaining broadly stable margins. We anticipate that, in 2026, adjusted debt to EBITDA will decrease to about 5.0x and adjusted EBITDA cash interest coverage will be 2.0x-3.0x." Bain Capital financed its acquisition of HSO, a leading Microsoft Dynamics software integrator, using a debt package that includes a EUR430 million first-lien term loan B (TLB), EUR100 million multicurrency revolving credit facility (RCF), and EUR80 million first-lien delayed draw term loan. Under Bain Capital's ownership, we anticipate that HSO's financial policy will be more aggressive and that its capital structure will be highly leveraged, with an S&P Global Ratings-adjusted leverage ratio of 5.7x in 2025. HSO has been able to harness its strong technical and industry capabilities, and its privileged relationship with Microsoft, to capitalize on positive market developments. That said, the market is fragmented and HSO is smaller than some of its competitors, which operate globally and are better capitalized. The company concentrates on a single vendor and has relatively low recurring revenue due to its reliance on project-based operations. S&P said, "We could lower the rating if adjusted debt to EBITDA increased above 7.0x, or if adjusted EBITDA cash interest coverage decreased below 2.0x. This could occur if HSO undertakes a material debt-funded acquisition or aggressive shareholder distributions. Although unlikely, it could also occur if HSO's relationship with Microsoft were to deteriorate, so that its revenue growth and market position weakened. "We could raise the rating if HSO maintained adjusted debt to EBITDA at 5.0x or below and adjusted EBITDA cash interest coverage above 3.0x, while adhering to a financial policy in line with these metrics." =============== P O R T U G A L =============== EDP S.A.: S&P Assigns 'BB+' Rating to New Hybrid Instrument ----------------------------------------------------------- S&P Global Ratings assigned its 'BB+' issue rating to the dated, optionally deferrable, and subordinated hybrid capital securities to be issued by EDP S.A. (BBB/Stable/A-2). S&P also anticipates that the overall amount of hybrids with intermediate equity content may equal up to about 13% of the company's capitalization (about EUR37 billion estimated at year-end 2025). The proposed security is expected to have intermediate equity content until its first reset date, which should fall no sooner than five years and three months from issuance (meaning the first call date is no sooner than five years). From the first reset date, the remaining term until effective maturity of the security will be no less than 20 years. The notes meet S&P's criteria in terms of ability to absorb losses or conserve cash if needed, through optional interest deferability. The proceeds will be used primarily to partially or fully replace its EUR1 billion 5.94% hybrid instrument with a first call date in January 2028, the coupon of which is the highest of the hybrid stock. Should the new issuance proceeds exceed the amount of the January 2028 hybrid repurchased (or called), it expects the remaining proceeds to be used to partially replace the EUR750 million 1.5% hybrid with a first call date in December 2026. S&P derives its 'BB+' issue rating on the proposed securities by applying two downward notches from its 'BBB' long-term issuer credit rating on EDP. These notches comprise: -- A one-notch deduction for subordination because the rating on EDP is at 'BBB' or above; and -- A one-notch deduction to reflect payment flexibility--the deferral of interest is optional. S&P said, "The number of downward notches applied to the issue rating reflects our view that the issuer is unlikely to defer interest. Should our view change, we could increase the number of downward notches. "To reflect our view of the proposed securities' intermediate equity content, we allocate 50% of the related payments on these securities as a fixed charge, and 50% as equivalent to a common dividend, in line with our hybrid capital criteria. The 50% treatment of principal and accrued interest also applies to our adjustment of debt. EDP can redeem the securities for cash on any date in the three months before their first reset date, and on every interest payment date thereafter. Although the proposed securities are long dated, the company can call them at any time for events that are external or remote (such as a change in tax treatment, tax gross-up, rating agency treatment, accounting event or change of control; or a clean-up call). S&P said, "In our view, the statement of intent, combined with EDP's commitment to reduce leverage, mitigates the group's ability to repurchase the notes on the open market. In addition, EDP has the ability to call the instrument any time before the first call date at a make-whole premium. It has stated its intention not to redeem the instrument during this make-whole period, and we do not think this type of clause makes it any more likely that EDP will do so. Based on the premium of make-whole redemption to par, we do not view it as a call feature in our hybrid analysis, although it is referred to as a make-whole call clause in the hybrid documentation." S&P said, "We understand that the interest on the proposed securities will increase by 25 basis points (bps) five years after the first reset date. It will then increase by an additional 75 bps at the second step-up date, 20 years after the first reset date, independently of the issuer credit rating level. We view any step-up above 25 bps as presenting an incentive to redeem the instrument, and therefore treat the date of the second step-up as the instrument's effective maturity. "Key factors in our assessment of the instruments' deferability In our view, the issuer's option to defer payment on the proposed securities is discretionary. This means it may elect not to pay accrued interest on an interest payment date because doing so is not an event of default. However, EDP will have to settle any deferred interest payment outstanding in cash if it declares or pays an equity dividend or interest on equally ranking securities and it redeems or repurchases shares or equally ranking securities. We see this as a negative factor. Still, this condition remains acceptable under our methodology because, once the issuer has settled the deferred amount, it can still choose to defer on the next interest payment date. "Key factors in our assessment of the instruments' subordination The proposed securities (and coupons) constitute direct, unsecured, and subordinated obligations of EDP, ranking senior to its common shares and to the May 2026 hybrid." ===================== S W I T Z E R L A N D ===================== TRANSOCEAN LTD: Secures $89MM in New Drillship & Rig Contracts -------------------------------------------------------------- Transocean Ltd. announced on November 18, 2025, contract fixtures for one ultra-deepwater drillship and two harsh environment semisubmersibles. In aggregate, the fixtures represent approximately $89 million in firm contract backlog, the Company said in its Form 8-K filing with the Securities and Exchange Commission. In Brazil, Petrobras exercised a 90-day option for the Deepwater Mykonos in direct continuation of its current program. The program is expected to contribute approximately $33 million in backlog. In Norway, a two-well option was exercised for the Transocean Enabler at a dayrate of $453,000 per day, excluding additional services. In Romania, OMV Petrom exercised a one-well option for the Transocean Barents at a dayrate of $480,000 per day. About Transocean Transocean Ltd. is an international provider of offshore contract drilling services for oil and gas wells. The Company specializes in technically demanding sectors of the offshore drilling business, with a particular focus on ultra-deepwater and harsh environment drilling services. As of Feb. 14, 2024, the Company owned or had partial ownership interests in and operated 37 mobile offshore drilling units, consisting of 28 ultra-deepwater floaters and nine harsh environment floaters. Additionally, as of Feb. 14, 2024, the Company was constructing one ultra-deepwater drillship. As of June 30, 2025, the Company had $17.8 billion in total assets, $6.9 billion in total long-term liabilities, and $9.4 billion in total equity. As of September 30, 2025, the Company had $16.17 billion in total assets, $2.24 billion in total current liabilities, $5.86 billion in total long-term liabilities, and $8.08 billion in total equity. * * * Egan-Jones Ratings Company on January 21, 2025, maintained its 'CCC-' foreign currency and local currency senior unsecured ratings on debt issued by Transocean Ltd. In October 2025, S&P Global Ratings revised its outlook on offshore drilling contractor Transocean Ltd. to stable from negative and affirmed all its ratings on the company, including the 'CCC+' Company credit rating. =========================== U N I T E D K I N G D O M =========================== 16 BISHOP: RSM UK Restructuring Appointed as Joint Administrators ----------------------------------------------------------------- 16 Bishop Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-008133, and Lee Lockwood and Gordon Thomson of RSM UK Restructuring Advisory LLP were appointed as joint administrators on Nov. 18, 2025. 16 Bishop Ltd specialized in the buying and selling of own real estate. Its registered office and principal trading address is at Langley House, Park Road, London, N2 8EY. The joint administrators can be reached at: Lee Lockwood RSM UK Restructuring Advisory LLP Central Square, 5th Floor 29 Wellington Street Leeds, LS1 4DL Tel No: 0113 285 5000 Gordon Thomson RSM UK Restructuring Advisory LLP 25 Farringdon Street London, EC4A 4AB Tel No: 020 3201 8000 Contact details of case manager: Ross Taylor, Case Manager RSM UK Restructuring Advisory LLP Central Square, 5th Floor 29 Wellington Street Leeds, LS1 4DL Tel No: 0113 285 5000 BRACCAN MORTGAGE 2025-2: S&P Assigns BB (sf) Rating on Cl. X Notes ------------------------------------------------------------------ S&P Global Ratings assigned credit ratings to Braccan Mortgage Funding 2025-2 PLC's class A to X-Dfrd notes. At closing, the issuer also issued unrated class Z notes. Braccan Mortgage Funding 2025-2 PLC is an RMBS transaction that securitizes a portfolio of BTL and owner-occupied mortgage loans secured on properties in the U.K. The loans in the pool were originated between 2016 and 2025, with most originated in 2025, by Paratus AMC Ltd. (Paratus), a nonbank specialist lender. The loans were originated under the Foundation Home Loans (FHL) brand. The collateral comprises first-lien U.K. BTL residential mortgage loans (76.87%) and owner-occupied mortgages (23.13%) advanced to complex income borrowers with limited credit impairments. The exposure to self-employed borrowers and first-time buyers within the owner-occupied portion of the pool is high. At closing, the issuer used the issuance proceeds to purchase the full beneficial interest in the mortgage loans from the seller. The issuer grants security over all its assets in the security trustee's favor. The capital structure's application of principal proceeds is fully sequential. Credit enhancement can therefore build up over time for the rated notes, enabling the capital structure to withstand performance shocks. The transaction features a turbo mechanism where all excess interest proceeds are used to redeem the notes sequentially after the step-up date, and has positive excess spread. Product switches are permitted under the transaction documentation until the step-up date to enable borrowers to re-fix their mortgage payments, subject to the eligibility criteria. Most (98.8%) of the assets within the pool pay an initial fixed interest rate and then revert to paying a bank base rate plus a contractual margin. These loans will revert to higher reversionary rates when incorporating the bank base rate. Therefore, borrowers unable to refinance might be exposed to a payment shock. S&P adjusted its foreclosure frequency assumptions accordingly. S&P said, "The issuer is an English special-purpose entity, which we consider to be bankruptcy remote. The ratings are not constrained under our counterparty, operational risk, or structured finance sovereign risk criteria. "Our rating on the class D-Dfrd notes is below that indicated by our standard cash flow analysis. The rating reflects the low level of credit enhancement only provided by the general reserve fund. Our rating on the class X-Dfrd notes reflects the results of cash flow runs with higher levels of prepayments which would decrease excess spread." To address the interest mismatch between the mortgage loans and the rated notes, the transaction has a fixed-to-floating interest rate swap, where the issuer will pay a fixed rate and receive the Sterling Overnight Index Average (SONIA) rate to mirror the index paid on the notes. The transaction embeds some strengths that may offset deteriorating collateral performance. Given its sequential amortization, credit enhancement is expected to build-up over time. The existence of a liquidity fund may, to a certain extent, insulate the notes against credit losses and liquidity stresses. In addition, the interest rate swap mitigates the effect on note coupon payments from rising daily compounded SONIA rates that they are linked to. Ratings Class Rating* Amount (in %) A AAA (sf) 88.6 B-Dfrd AA (sf) 5.75 C-Dfrd A (sf) 3.5 D-Dfrd BBB-(sf) 2.15 X-Dfrd BB (sf) 2.00 Z NR 0.35 RC1 NR N/A RC2 NR N/A *S&P's ratings address timely receipt of interest and ultimate repayment of principal on the class A notes, and the ultimate payment of interest and principal on all the other rated notes. Its ratings also address timely receipt of interest on the class B-Dfrd, C–Dfrd, and D-Dfrd notes when they become the most senior outstanding. NR--Not rated. N/A--Not available. CAISTER FINANCE: S&P Raises Class F Notes Rating to 'B (sf)' ------------------------------------------------------------ S&P Global Ratings raised its credit ratings on Caister Finance DAC's class B notes and loan to 'AA+ (sf)' from 'AA (sf)', C notes and loan to 'AA (sf)' from 'A- (sf)', D notes and loan to 'BBB+ (sf)' from 'BBB- (sf)', and F notes to 'B (sf)' from 'B- (sf)'. At the same time, S&P affirmed its 'AAA (sf)' ratings on the class A1 and A2 notes and the A loan, and its 'BB- (sf)' rating on the class E notes. S&P also removed all these ratings from UCO. Rating rationale S&P said, "The upgrades and affirmations follow the publication of our global CMBS criteria. The transaction's credit and cash flow characteristics have remained stable since closing. Our S&P Global Ratings value is 5.8% higher than at closing, because our value is now net of purchase costs, so we no longer deduct 5% from the gross value." Transaction overview This is a CMBS transaction backed by a senior loan secured on a portfolio of 40 properties, comprising 39 U.K. holiday parks operated by Haven Group and one head office of the operator. Haven Group is the U.K.'s largest holiday park operator based on the number of pitches. At closing, the issuer advanced a GBP1.5 billion senior facility A2 loan to Bard Bidco Ltd., the borrower, under the facilities agreement. Certain other lenders also advanced a GBP974.4 million senior facility A1 loan to the borrower. A senior capital expenditure (capex) facility up to GBP338.7 million may be advanced after the closing date. The total senior loan amount (A1, A2, and capex facility) is GBP2.86 billion. The issuer also advanced an GBP81.2 million facility R loan to the borrower, which ranks junior to the senior loan. Additionally, the issuer drew down the class A to D tranched loan notes from their respective lenders. After the closing date, the issuer may issue additional notes or tranched loan notes, subject to certain conditions being met, including obtaining a rating agency confirmation that such additional issuance will not result in a downgrade or withdrawal of the current ratings on the debt. The senior loan provides for cash trap mechanisms triggered if the loan-to-value (LTV) ratio exceeds 74.5% or if the debt yield falls below 8.3% during the first two years of the loan and 9.5% thereafter. The senior loan has an initial term of two years with four one-year extension options available, subject to the satisfaction of certain conditions. There is no scheduled amortization during the loan term. The portfolio's market value as of Dec. 31, 2024, is GBP3.87 billion, which equates to an LTV ratio of 74% based on the total senior loan and an LTV ratio of 65% based on the total senior loan less the capex loan. Since closing in August 2025, S&P has not received updated performance reports on the collateral. Therefore, it has relied on the data at closing. Credit evaluation S&P said, "We consider that the assets' potential to produce net cash flows is GBP247.5 million on a sustainable basis. This is based on total revenue of GBP990.1 million. We assumed some uplift in revenue, given historical performance and assumed expenses at 75% of revenue in line with its historical percentage. "We consider a weighted-average cap rate of 8.25% to be appropriate for the portfolio, reflecting our assessment of its quality. We applied this derived cap rate to the portfolio's assumed net cash flow to calculate our gross value. We then deducted for capex and the short leaseholds at the Quay West and Hopton properties, and then credited the capex facility to derive our adjusted gross value. This results in our S&P Global Ratings value of GBP3.27 billion for the portfolio, representing a 16% haircut (discount) to the as-is market valuation of GBP3.87 million, or a 23% haircut to the special assumption day one market value if Haven Group deploys its business plan for 17 of its holiday parks." Table 1 Key assumptions Current review Previous review (as of Nov 2025)(as of August 2025) Total revenue (mil. GBP) 990.1 990.1 Total expenses (%) 75 75 Net cash flow (mil. GBP) 247.5 247.5 S&P Global Ratings cap rate (%) 8.25 8.25 S&P Global Ratings gross value (mil. GBP) 3,000 3,000 Capex deduction (mil. GBP) (59.4) (59.4) Credit for capex loan (mil. GBP) 338.7 338.7 Short leasehold deduction for Quay West and Hopton (mil. GBP) (9.1) (9.1) S&P Global Ratings adjusted gross value (mil. GBP) 3,270 3,270 Purchase costs (%) N/A 5 S&P Global Ratings net value (mil. GBP)3,270 3,107 Market value as-is/day 1 market value special assumption (mil. GBP) 3,870/4,240* 3,870/4,240* Haircut-to-market value (%) 16/23 20/27 S&P Global Ratings senior LTV ratio before recovery rate adjustments (%) 87.4 91.9 *CBRE Ltd.'s assumptions. LTV--Loan to value. Property and loan-level adjustments S&P said, "We made a 7% net negative advance rate adjustment to our recovery rates, which reflects property diversification, an asset quality score of 3.0, and an income stability score of 2.0. Additionally, the adjustment includes a negative adjustment to reflect the large number of lenders providing the senior loan, which we believe will increase the complexity of the enforcement process and was previously captured under our large loan size adjustment under our previous criteria." Other analytical considerations -- The liquidity facility providers supply a GBP72.8 million liquidity facility to the issuer. -- This is available to fund an expenses shortfall, a property protection shortfall, or an interest shortfall on the class A to D debt. -- The loan is hedged with an interest rate cap with a strike rate of 4.5%, for an initial term of at least two years, with a requirement to extend the hedge. -- A full review of the legal and regulatory, operational and administrative, and counterparty risks. S&P's assessment of these risks remains unchanged since closing and is commensurate with the assigned ratings. Rating actions S&P said, "Our ratings address the issuer's ability to meet timely payment of interest on the class A to D debt, ultimate payment of interest on the class E and F notes, and payment of principal not later than the legal final maturity in August 2036 on all classes of debt. The legal final maturity date initially is August 2035. However, the loan's term can be extended once by 12 months beyond the third extended loan maturity date in 2030 if lenders holding 85% of the senior loan approve it. If lenders choose to exercise this option, the legal final maturity date will be automatically extended to August 2036. "Our opinion of the long-term sustainable value is slightly higher than at closing, following a change in our criteria--after which our S&P Value is now net of purchase costs, so we no longer deduct 5% from the gross value. Therefore, our S&P Global Ratings LTV ratio is 87.4%, down from 91.9% at closing. "After considering recovery rate adjustments under our global CMBS criteria, we raised our ratings on the class B, C, D, and F notes and the B, C, and D loans and affirmed our ratings on the class A1, A2, and E notes and the A loan." CAP10 PARTNERS: Teneo Financial Appointed as Joint Administrators ----------------------------------------------------------------- CAP10 Partners LLP was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number: CR-2025-008157, and Benjamin Dymant and James Robert Bennett of Teneo Financial Advisory Limited were appointed as joint administrators on Nov. 19, 2025. CAP10 Partners LLP specialized in financial intermediation not elsewhere classified. Its registered office is at c/o Teneo Financial Advisory Limited, The Colmore Building, 20 Colmore Circus Queensway, Birmingham, B4 6AT. Its principal trading address is at 3rd Floor, 12 Charles II Street, St James' Park, London, SW1Y 4QU. The joint administrators can be reached at: Benjamin Dymant James Robert Bennett Teneo Financial Advisory Limited The Colmore Building 20 Colmore Circus Queensway Birmingham, B4 6AT For further details contact: The Joint Administrators Tel No: +44 113 396 0166 Email: cap10creditors@teneo.com Alternative Contact: James Moran Email: james.moran@teneo.com CHESHIRE 2021-1: Fitch Assigns 'B(EXP)sf' Rating on Class F Notes ----------------------------------------------------------------- Fitch Ratings has assigned Cheshire 2021-1 plc (2025 Refi) expected ratings. The assignment of final ratings is contingent on the receipt of final transaction documentation conforming to information already reviewed by Fitch. Entity/Debt Rating ----------- ------ Cheshire 2021-1 plc (2025 Refi) Class A XS2887885700 LT AAA(EXP)sf Expected Rating Class B XS2887885882 LT AA+(EXP)sf Expected Rating Class C XS2887886005 LT A(EXP)sf Expected Rating Class D XS2887886187 LT BBB(EXP)sf Expected Rating Class E XS2887886344 LT BB(EXP)sf Expected Rating Class F XS2887886427 LT B(EXP)sf Expected Rating Class Z XS2887886690 LT NR(EXP)sf Expected Rating Transaction Summary The transaction is a securitisation of UK non-conforming (UKN) owner-occupied (OO; 86.3%) and buy-to-let (BTL; 13.7%) mortgages originated in the UK by various legacy UKN lenders. The assets were previously securitised in the Warwick Finance Residential Mortgages Number Four Plc (Warwick 4, 49.3%) and (original) Cheshire 2021-1 PLC (50.7%) transactions. The latter was rated by Fitch. The assets from the original Cheshire 2021-1 plc transaction were already owned by the issuer and the assets from Warwick 4 will be sold as part of this transaction. KEY RATING DRIVERS Seasoned Non-Conforming Loans: The portfolio is highly seasoned (231 months). The pool has a high weighted average (WA) original loan-to-value (LTV) of 87.4%, but has benefited from some borrower deleveraging, with a WA current LTV of 82.7%, and a significant amount of indexation leading to a WA indexed current LTV of 48.2%. This leads to an overall WA sustainable LTV of 54.4%. The pool is typical for pre-global financial crisis UKN transactions, with pre-2014 OO origination and high proportions of self-certified and interest-only loans, as well as a significant proportion of the pool in arrears for longer than one month (30.8%). Fitch therefore applied the UKN and BTL assumptions set out in the UK RMBS Rating Criteria. Late-Stage Arrears Adjustment: Fitch typically redefines loans in arrears greater than 12 months as defaulted from day one under its UK RMBS Rating Criteria. However, for this transaction, given the high volume of late-stage arrears and potential for further migration to late-stage arrears, loans in arrears by more than nine months are treated as defaulted from day one. This adjustment in intended to capture for underperformance and as such a transaction adjustment of 1.0x is applied to the UKN sub-pool. The pool has underperformed its BTL Index since July 2020. This led Fitch to apply a transaction adjustment of 2.0x to the BTL sub-pool. Missing Data Adjustments: There are several fields with incomplete or missing data in the pool tape, particularly for adverse credit in the Cheshire 2021-1 PLC sub-pool. Loan-by-loan datapoints for legacy origination are less determinative of future performance than recent and historical performance, but it is nonetheless data typically provided for UKN pools Fitch rates. Consequently, Fitch applied a further 1.1x foreclosure frequency (FF) adjustment to the entire pool. Warranty Reserve Fund: The transaction features a warranty reserve fund sized at GBP200,000 (multiplied by 100/95) that is available to compensate the issuer for breaches to the loan representations and warranties. This reserve replaces the obligation of the seller to repurchase loans in breach, which is typical of a UK RMBS transaction. Warranties for the Cheshire 2021-1 sub-pool remain as given at closing of the previous deal and remain able to be covered by this reserve. Loans from the Warwick 4 sub-pool have been given new warranties for this transaction. The warranty reserve fund can be replenished at a junior waterfall position. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by changes in market conditions and economic environment. Weakening economic performance is strongly correlated to increasing levels of delinquencies and defaults that could reduce the credit enhancement available to the notes. Fitch conducts sensitivity analyses by stressing both the transaction's FF and recovery rate (RR) assumptions and examining the rating implications on all classes of issued notes. A 15% increase in the WAFF and a 15% decrease in the WARR indicate model-implied downgrades of up to two notches for the class A notes, four notches for the class B notes, three notches for class C notes, three notches for the class D notes and four notches for the class E notes. The class F notes would be implied a distressed rating. 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 consideration of potential upgrades. Fitch tested an additional rating sensitivity scenario by applying a decrease in the FF of 15% and an increase in the RR of 15%. The impact on the notes is model-implied upgrades of up to one notch for the class B notes, three notches for the class C notes, three notches for the class D notes, four notches for the class E notes and four notches for the class F notes. The class C notes and below would be capped at 'A+sf' due to the lack of dedicated liquidity. The class A notes are already rated 'AAAsf' and cannot be upgraded. 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 pool tape contained incomplete or missing data for a number of fields: employment type, income verification, adverse credit (as stated in the Asset Analysis section). Fitch applied an FF adjustment of 1.1x to the pool. Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Overall, and together with the assumptions referred to above, Fitch's assessment of the asset pool information relied upon for Fitch's rating analysis according to its applicable rating methodologies indicates that it is reliable. ESG Considerations Cheshire 2025-1 PLC has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the high proportion of interest-only loans in legacy OO mortgages, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. Cheshire 2025-1 PLC has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access & Affordability due to a large proportion of the pool containing OO loans advanced with limited affordability checks, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. COVE COMMUNITIES: Alvarez & Marsal Appointed as Administrators -------------------------------------------------------------- Cove Communities Venture 2 Argyle Opco Limited was placed into administration proceedings in the Court of Session, No P1204-25, and Adam Paxton, Robert Croxen, and Benjamin Cairns of Alvarez & Marsal Europe LLP were appointed as joint administrators on Nov. 17, 2025. Cove Communities Venture 2 Argyle Opco Limited is the company behind a string of holiday parks in the west of Scotland. Its registered office is at c/o Alvarez & Marsal Europe LLP, Sutherland House, 149 St. Vincent Street, Glasgow, G2 5NW. Its principal trading addresses are: - Drimsynie Holiday Village, Lochgoilhead, PA24 8AD - Hunters Quay Holiday Village, Hunters Quay, Dunoon, PA23 8HP - Loch Awe Holiday Park, Taynuilt, PA35 1HT - Loch Eck Caravan Park, Loch Eck, A815, Dunoon, PA23 8SG - Loch Eck Country Lodges, Loch Eck, A815, Dunoon, PA23 8SG - Loch Lomond Holiday Park, Loch Lomond, A82, Inveruglas, Arrochar, G83 7DW - St Catherines Caravan Park, Cairndow, Argyll, PA25 8AZ - Stratheck Holiday Park, Loch Eck, A815, Dunoon, PA23 8SG The joint administrators can be reached at: Adam Paxton Robert Croxen Benjamin Cairns Alvarez & Marsal Europe LLP Suite 3, Avery House 69 North Street Brighton, BN41 1DH Telephone: +44 (0) 20 7715 5200 For further information contact: Daniel Cudlip Alvarez & Marsal Europe LLP Tel No: +44 (0) 20 7715 5223 Email: INS_CCVARG@alvarezandmarsal.com GATWICK AIRPORT: Fitch Puts 'BB' Final Rating to GBP475MM Notes --------------------------------------------------------------- Fitch Ratings has assigned Gatwick Airport Finance plc's (GAF) GBP475 million bond issue a final 'BB' rating with a Stable Outlook. The proceeds from GAF's new issue were used to refinance its existing GBP450 million bond (BB/Stable) due in April 2026 and fund transaction costs. RATING RATIONALE The 'BB' rating on GAF's notes reflects the structural subordination of its debt to the ringfenced Gatwick Funding Limited (GF) group. GAF's debt rating is notched down twice from the group's consolidated profile, which includes GF's and GAF's debt, due to the structural subordination of GAF debt to GF debt, and GAF's reliance on a single asset (GF). The notes do not have a dedicated liquidity line for debt service, but this is mitigated by the robust distance to lock-up at GF and the public commitment to maintaining six months of debt service as cash. The final rating is unchanged from the expected rating, as the transaction's terms are in line with the draft documentation. GAF's full ownership of and dependence on the group, and GAF's covenants tested at the consolidated level justify the consolidated approach. KEY RATING DRIVERS Revenue Risk - Volume - High Midrange Second-Largest in Strong Catchment Area: Gatwick is the second-largest airport in the UK, serving as an origin-and-destination, leisure-oriented airport with a strong catchment area (London and south-east UK) of 15 million people. It competes with Heathrow, a primary hub and long-haul full-service airport, and Stansted Airport, which focuses on low-cost carriers (LCCs). Gatwick's traffic has been less resilient than EMEA peers to economic downturns, but Fitch believes this has improved due to its focus on the growing LCC market and long-term contracts with airlines. Revenue Risk - Price - Midrange Commitments Monitored by Regulator: The airport operates under 'light-handed' regulation. The contract framework establishes legally binding commitments between the airport and airlines, creating a default tariff for all airlines. New commitments for 2025-2029 feature an annual increase of gross yield at CPI less 1% in the first two years and CPI for the final two years of the extension period. The framework enables bespoke bilateral contracts, giving the airport pricing flexibility. The contracts incentivise traffic and protect revenue against moderate downside. Infrastructure Dev. & Renewal - Stronger Modern Facilities, Flexible Capex: Gatwick has considerable experience managing its asset base and has carried out major works in recent years, maintaining and improving its infrastructure. It has a fairly complex operational footprint with a fully owned single main runway, standby runway and two terminals. There are some runway capacity constraints in the medium term, but the terminals' capacity can be increased by modular capex projects. Short- and medium-term maintenance needs are well defined. The investment programme is large but modular. Debt Structure - GAF - Midrange Reliance on Upstreamed Dividends: Debt service at GAF is reliant on dividends being upstreamed from the ring-fenced group. These distributions are flexible and can be adjusted in line with profitability. The removal of a GBP70 million debt service reserve account, which was established during the pandemic period, is credit negative, but mitigated by the shareholders' commitment to maintain six months of debt service as cash at GAF. GAF's debt has no material interest-rate risk, but the reliance on bullet debt (single bullet GBP475 million in 2030) creates refinancing risk. Distributions from the group are GAF's sole source of earnings and cash flow to support its debt interest costs. Fitch views GAF's cash flow as having minimal or no diversity and its obligations are structurally subordinated to the group's operating needs. Distributions could be volatile and put pressure on debt service at GAF if the group's cash flow is impaired. GAF's debt has a lower rating due to its deep structural subordination to GF's debt. Financial Profile Under Fitch's rating case, consolidated net debt/EBITDA, including GAF's debt, exceeds the leverage of the ring-fenced group by around 0.7x, peaking at 7.2x in 2027, which is below Fitch's downgrade sensitivity. PEER GROUP Heathrow Funding Limited (class A notes A-/Stable) is larger in traffic and has a stronger operational profile as its traffic is more resilient. Consequently, it can tolerate higher leverage with a debt structure broadly aligned with GF's notes. Heathrow's class B notes (BBB/Stable) are a notch below GF's notes as its stronger operations are offset by higher leverage. Manchester Airport Group Funding PLC (MAG; senior secured notes: BBB+/Stable) is a larger company by traffic and geographical diversification, with three airports (Manchester Airport, Stansted Airport in London and East Midlands Airport). However, MAG had a larger decline in traffic during the financial crisis. Gatwick has a stronger business profile and more protective debt features, including dedicated reserves and liquidity facilities for debt service, while MAG has lower leverage, which results in the same ratings. GF's higher projected leverage broadly offsets a stronger catchment area than Brussels Airport Company S.A./N.V.'s (senior secured debt: BBB+/Stable). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Weaker-than-expected financial performance, which would trigger dividend lock-up and liquidity not being replenished, or failure to prefund its bullet debt well in advance of legal maturity - Projected consolidated Fitch net debt/EBITDA above 7.7x on a sustained basis under the rating case - Failure to maintain liquidity equal to six months of debt service Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - An upgrade of GF, coupled with strong liquidity - Projected consolidated Fitch net debt/EBITDA below 6.7x on a sustained basis under the rating case Date of Relevant Committee 11-Nov-2025 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Gatwick Airport Finance plc Gatwick Airport Finance plc/Airport Revenues - Senior Secured Debt - Expected Ratings/1 LT LT GBP 475 mln 6% bond/note 21-Nov-2030 XS3221827911 LT BB New Rating BB(EXP) PAVILLION CONSUMER 2025-1: S&P Assigns 'B-' Rating on Cl. X Notes ----------------------------------------------------------------- S&P Global Ratings assigned its credit ratings to Pavillion Consumer 2025-1 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes. At closing, the issuer also issued unrated class Z-Dfrd and R-Dfrd notes, and class S and Y certificates. Pavillion Consumer 2025-1 is the first public securitization of a portfolio of unsecured consumer loans originated and serviced by Barclays Bank UK PLC in the U.K. The issuer used the proceeds of the notes to purchase a portfolio of unsecured consumer loans, to fund the liquidity reserve, and to pay certain issuer expenses and fees (including the cap premium). The transaction is expected to revolve for 12 months from the first interest payment date, until December 2026. During this period, Pavillion Consumer 2025-1 can purchase further eligible receivables if no early amortization event occurs. Collections are distributed monthly according to a split waterfall, separate for interest and principal collections. During the amortization period, principal payments will be applied sequentially until the class A notes balance reaches 75% of the initial class A notes balance. At that point, the transaction will switch to pro rata amortization until a sequential amortization event occurs. The transaction benefits from an amortizing liquidity reserve fund, which is available to cover interest shortfalls on the collateralized notes as well as senior items in the interest waterfall. The excess of the liquidity reserve above its required amounts following reserve amortization to its required level is released in the interest priority of payment and may be used to cure the principal deficiency ledgers. A combination of note subordination, excess spread, and the excess of the liquidity reserve above its required amount provides credit enhancement for the rated notes. Considering the collections sweeping frequency, payments are remitted to the transaction account within eight business days of receipt, the securitized assets' weighted-average remaining term at closing, and our issuer credit rating on the servicer, Barclays Bank UK PLC (BBUK; A+/Stable/A-1), S&P considers commingling risk to be immaterial in this transaction. Notwithstanding this assessment, the transaction structure incorporates a commingling reserve as an additional layer of protection. The commingling reserve is expected to be funded upon the downgrade of the collection account bank below a specified threshold. Furthermore, collections are protected by a declaration of trust over the seller' s collection account. BBUK is a deposit-taking institution. There is a risk that borrowers who also have deposits with BBUK may choose to offset their loan payments using deposits held by the bank if it became insolvent. Setoff risk may also arise if borrowers are employees of BBUK. Any setoff exposure will crystallize upon borrower notification. S&P's analysis considered the transaction's exposure to potential deposit and employee setoff risk. The rated notes pay a daily compounded Sterling Overnight Index Average rate plus a margin subject to a floor of zero, while the assets pay a monthly fixed interest rate. To partially mitigate fixed-float interest rate risk, the notes benefit from an interest rate swap. The structure also benefits from an interest rate cap. Both the swap and cap notional amounts are based on a predetermined notional schedule based on a 25% prepayment rate and expected defaults. S&P modelled the swap mechanics in our analysis. Interest due on all classes of notes other than the most senior tranche outstanding is deferrable under the transaction documents. Nonpayment of interest on the junior notes does not constitute an event of default. Once a class becomes the most senior, current interest is due on a timely basis, while any outstanding deferred interest is due either at the maturity date or when the relevant class of notes is repaid. The ratings are not constrained by counterparty, operational, or sovereign risks. S&P considers the issuer to be bankruptcy remote. Ratings Class Rating* Class size (%) Class amount (GBP) A AAA (sf) 79.00 2,765,000,000 B-Dfrd AA (sf) 7.50 262,500,000 C-Dfrd A (sf) 4.25 148,750,000 D-Dfrd BBB (sf) 3.00 105,000,000 E-Dfrd BB (sf) 1.50 52,500,000 F-Dfrd B (sf) 1.25 43,750,000 Z-Dfrd NR 3.50 122,500,000 X-Dfrd§ B- (sf) 1.75 61,250,000 R-Dfrd§ NR 1.29 45,000,000 S Certificates NR N/A N/A Y Certificates NR N/A N/A *S&P's rating on the class A notes addresses timely payment of interest and ultimate repayment of principal. Its ratings on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd notes address the ultimate repayment of both interest and principal, and consider the timely payment of interest, including any previously deferred amounts, once the class is the most senior. §The class X-Dfrd and R-Dfrd notes are not asset-backed. Their proceeds were used to fund the liquidity reserve and to pay certain issuer expenses and fees (including the cap premium). NR--Not rated. N/A--Not applicable. PAYROSA CONSTRUCTION: Marshall Peters Appointed as Administrators ----------------------------------------------------------------- Payrosa Construction Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number: CR-2020-MAN-0015, and Lee Morris and John Thompson of Marshall Peters were appointed as administrators on Nov. 17, 2025. Payrosa Construction Limited offered business support services. Its registered office is at 20–22 Wenlock Road, London, N1 7GU. Its principal trading address is at 20–22 Wenlock Road, London, N1 7GU. The administrators can be reached at: Lee Morris John Thompson Marshall Peters Heskin Hall Farm, Wood Lane Heskin, Preston, PR7 5PA For further information contact: Zoe Cunningham Marshall Peters Heskin Hall Farm, Wood Lane, Heskin, Preston, PR7 5PA Tel No: 01257 452021 Email: ZoeCunningham@Marshallpeters.co.uk =============== X X X X X X X X =============== [] BOOK REVIEW: The Titans of Takeover -------------------------------------- Author: Robert Slater Publisher: Beard Books Softcover: 252 pages List Price: $34.95 Order your personal copy at http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html Once upon a time -- and for a very long while -- corporate behemoths decided for themselves when and if they would merge. No doubt such decisions were reached the civilized way, in a proper men's club with plenty of good brandy and better cigars. Like giants, they strode Wall Street, fearing no one save the odd trust-busting politico, mutton-chopped at the turn of the twentieth century, perhaps mustachioed in the 1960s when the word was no longer trust but monopoly. Then came the decade of the 1980s. Enter the corporate raiders, men with cash in hand, shrewd business sense, and not a shred of reverence for the Way Things Have Always Been Done. These business people -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted Turner -- saw what others missed: that many of the corporate giants were anomalies, possessed of assets well worth possessing yet with stock market performances so unimpressive that they could be had for bargain prices. When the corporate raiders needed expert help, enter the investment bankers (Joseph Perella and Bruce Wasserstein) and the M&A attorneys (Joseph Flom and Martin Lipton). And when the merger went through, enter the arbitragers who took advantage of stock run-ups, people like Ivan "Greed is Good" Boesky. The takeover frenzy of the 1980s looked like a game of Monopoly come to life, where billion-dollar companies seemed to change ownership as quickly as Boardwalk or Park Place on a sweet roll of dice. By mid-decade, every industry had been affected: in 1985, 3,000 transactions took place, worth a record-breaking $200 billion. The players caught the fancy of the media and began showing up in the news until their faces were almost as familiar to the public as the postman's. As a result, Jane and John Q. Citizen's in Wall Street began its climb from near zero to the peak where (for different reasons) it is today. What caused this avalanche of activity? Three words: President Ronald Reagan. Perhaps his most firmly held conviction was that Big Business was Being shackled by the antitrust laws, deprived a fair fight against foreign competitors that has no equivalent of the Clayton Act in their homelands. Reagan took office on Jan. 20, 1981, and it wasn't long after that that his Attorney General, William French Smith, trotted before the D.C. Bar to opine that, "Bigness does not necessarily mean badness. Efficient firms should not be hobbled under the guise of antitrust enforcement." (This new approach may have been a necessary corrective to the over-zealousness of earlier years, exemplified by the Supreme Court's 1966 decision upholding an enforcement action against the merger of two supermarket chains because the Court felt their combined share of 8% (yes, that's "eight percent") of the Los Angeles market was potentially anticompetitive.) Raiders, investment bankers, lawyers, and arbitragers, plus the fun couple Bill Agee and Mary Cunningham --remember them? -- are the personalities Profiled in Robert Slater's book, originally published in 1987, Slater is a wonderful writer, and he's given us a book no less readable for being absolutely stuffed with facts, many of them based on exclusive behind-the-scenes interviews. About The Author Robert Slater (1943-2014) was an American author and journalist. He was known for over two dozen books, including biographies of political and business figures like Golda Meir, Yitzhak Rabin, George Soros, and Donald Trump. Slater graduated with honors from the University of Pennsylvania in 1966, with a degree in political science. He received a master's degree in international relations from the London School of Economics in 1967. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *