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251215.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, December 15, 2025, Vol. 26, No. 249 Headlines F R A N C E ARMOR IIMAK: Moody's Lowers CFR to B3, Alters Outlook to Stable ASMODEE GROUP: Moody's Ups CFR & Sr. Secured Notes Rating to B1 EMERIA SASU: Fitch Affirms 'B-' Long-Term IDR, Outlook Negative SEINE FINANCE: Moody's Affirms 'B2' CFR, Alters Outlook to Pos. G E R M A N Y FLENDER: Fitch Upgrades IDR to 'B+', Outlook Stable I R E L A N D BLACK DIAMOND 2019-1: S&P Affirms 'B- (sf)' Rating on Cl. F Notes DRYDEN 52 2017: Moody's Cuts Rating on EUR15.4MM F-R Notes to Caa2 HAYFIN EMERALD IX: Moody's Affirms Ba3 Rating on EUR22MM E Notes MADISON PARK VII: Moody's Cuts Rating on EUR13.5MM F Notes to Caa1 SCULPTOR EUROPEAN VIII: Moody's Affirms B3 rating on EUR9MM F Notes I T A L Y BENDING SPOONS: S&P Affirms 'B+' Rating on Sr. Secured Term Loans B MOONEY GROUP: S&P Withdraws 'BB-/B' Issuer Credit Ratings L U X E M B O U R G VANIR LOGISTICS: S&P Assigns BB (sf) Rating to Class E Notes N E T H E R L A N D S ENSTALL GROUP: Moody's Cuts CFR & First Lien Term Loan to Caa3 Q-PARK HOLDING I: S&P Upgrades ICR to 'BB', Outlook Stable S W E D E N ASMODEE GROUP: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable T U R K E Y [] Fitch Affirms 'BB-' LT IDR on Four Turkish Bank Subsidiaries U N I T E D K I N G D O M COMET BIDCO: S&P Withdraws 'B-' Issuer Credit Rating EALBROOK MORTGAGE 2025-1: Moody's Assigns Ba2 Rating to Cl. E Notes PEOPLECERT WISDOM: Moody's Rates New EUR300MM Sr Sec. Notes 'B2' TRAVEL CORPORATION: Fitch Affirms BB- Long-Term IDR, Outlook Stable - - - - - =========== F R A N C E =========== ARMOR IIMAK: Moody's Lowers CFR to B3, Alters Outlook to Stable --------------------------------------------------------------- Moody's Ratings has downgraded Armor IIMAK's corporate family rating to B3 from B2 and the probability of default rating to B3-PD from B2-PD. Concurrently Moody's have downgraded the instrument rating of Armor IIMAK's EUR450 million senior secured term loan B1, the $38 million senior secured term loan B2 and its EUR85 million senior secured revolving credit facility (RCF) to B3 from B2. The outlook has been changed to stable from negative. RATINGS RATIONALE The rating action reflects ongoing weaker than expected financial metrics with profitability being dragged down by lower sales growth and FX effects. Although volumes have stabilized and its gross margin increased, Armor IIMAK will be facing cost headwinds leading to limited EBITDA growth in the next 12-18 months. While recognizing efforts to drive such costs down, Moody's sees execution risks as well as constant pricing pressure so that Moody's forecasts Moody's adjusted leverage to remain above 6.0x and, thus, outside of the requirements for a B2 rating. Its free cash flow generation is strained by interest costs and capital expenditures and reliant on normalization of inventory levels which Moody's believes to improve. Moody's forecasts Moody's adjusted FCF/debt in the low-single digits in percentage terms in 2025 and 2026. More generally, Armor IIMAK 's (formerly known as EN6) B3 corporate family rating (CFR) reflects the company's established and leading position in the consolidated and niche market of thermal transfer ribbons (TTR); its vertically integrated business model, with in-house expertise in all stages of the ink manufacturing process from the sourcing of ingredients to production; exposure to the relatively stable packaging end market; and high profitability in normal market conditions with moderate capital spending requirements, translating into a capacity for sustained good free cash flow (FCF) generation. These positives are balanced by Armor IIMAK's relatively small size, and its narrow product portfolio focused on TTR; its high customer concentration; exposure to raw material price fluctuations, with the company being able to pass this on to clients through negotiations with a timelag; and high leverage above 7.0x Moody's-adjusted debt/EBITDA expected in 2025 with only limited reductions in the next 12-18 months. RATING OUTLOOK The stable outlook reflects the ongoing high leverage with a generally solid market growth. Although the market is highly competitive, Moody's takes comfort from the company's market position, its expected positive free cash flow generation and liquidity. It also reflects Moody's expectations that the company will not undertake any large debt-funded acquisitions or shareholder distribution as well as maintaining an adequate liquidity. STRUCTURAL CONSIDERATIONS The B3 instrument rating of the EUR450 million senior secured Term Loan B1, the $38 million senior secured Term Loan B2 and the EUR85 million senior secured RCF is aligned with Armor IIMAK's B3 CFR. The company's probability of default of B3-PD is also in line with the CFR and reflects the use of a 50% family recovery rate, considering a security package that is limited to share pledges, intragroup receivables and bank accounts. The instrument ratings reflect the ranking of the senior secured term loans pari passu with trade payables and the RCF. Further, the facility benefits from guarantees by material subsidiaries representing 80% of consolidated EBITDA at closing. LIQUIDITY Armor IIMAK has an adequate liquidity profile. The company had cash on balance sheet of EUR28 million as of end of June 2025; in addition, the company has full capacity from the EUR85 million senior secured RCF. In addition, the company utilizes factoring lines to support liquidity. The RCF has a springing covenant set at 9.2x senior secured net leverage, tested only when drawn more than 40%. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Armor IIMAK's rating if the company reduces its leverage to below 6.0x, its FCF/debt moving towards 5% and maintains good liquidity. Furthermore, an upgrade will require Armor IIMAK to demonstrate continued profitability growth. Moody's could downgrade Armor IIMAK's rating if its leverage remains above 7.0x; FCF turns negative, resulting in a weakened liquidity profile; or financial policy becomes more aggressive than expected. A marked weakening of the EBITDA margin would also be negative for the ratings as this could indicate a deterioration in the company's strong position in its core market. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Manufacturing published in September 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Armor IIMAK is the number one designer and manufacturer of inked films for thermal transfer printing technology worldwide. Headquartered in France, the group operates 20 facilities globally, of which 3 coating manufacturing sites in France, USA and China, and 17 local slitting units, employing c. 1,700 people. The company is owned by the management and a fund managed by Astorg at 60% and 40%, respectively. ASMODEE GROUP: Moody's Ups CFR & Sr. Secured Notes Rating to B1 --------------------------------------------------------------- Moody's Ratings has upgraded Asmodee Group AB's (Asmodee or the company) long-term corporate family rating to B1 from B2 and its probability of default rating to B1-PD from B2-PD. At the same time, Moody's have upgraded to B1 from B2 the ratings on the EUR320 million backed senior secured floating-rate notes and on the EUR320 million backed senior secured fixed-rate notes, both due December 2029. The outlook remains positive. RATINGS RATIONALE The upgrade to B1 reflects Asmodee's stronger-than-anticipated operating performance to date, which will result in solid cash flow generation and a steady reduction in financial leverage by the fiscal year ending March 2026. This supports Moody's expectations that credit metrics will remain strong for the rating category over the next 12-18 months although topline and EBITDA growth will moderate from current levels, which were driven primarily by Asmodee's exceptionally strong performance in trading card games (TCGs). Governance considerations were a key driver of this rating action, notably Asmodee's financial strategy and risk management. Following the spin-off from the Swedish video game and media holding company Embracer Group AB in early 2025, Asmodee has reduced its financial debt by roughly one third and is now listed on the Nasdaq Stockholm as an independent entity. Since then, the company has committed to adhering to a balanced financial policy which includes selective M&A activity while prioritizing strong cash flow generation and prudent liquidity management. Importantly, Asmodee has a publicly stated long-term objective to reduce company-defined net leverage to 2.0x, which the company is however approaching faster than initially anticipated, with a 2.4x net leverage as of September 2025. Moody's understands that dividend payments will remain contingent on achieving the 2.0x net leverage target. Moody's expects Moody's-adjusted gross debt to EBITDA to decline to around 3.5x by financial year-end 2026 from 4.4x the prior year, and further to 3.2x by financial 2027, driven by moderate EBITDA growth and continued positive free cash flow (FCF) generation. While recent topline and EBITDA performance benefited from strong momentum in TCGs, particularly Pokémon cards, this will normalize. However, Moody's believes that the broad diversification of Asmodee's portfolio, both geographically and across various game types, will support low-to-mid single digit percentage sales growth rate. Based on Moody's forecasts, the Moody's-adjusted EBITDA will continue to improve to around EUR215 million by financial 2027 – up from the EUR205 million Moody's estimates for financial 2026 - on the back of overall resilient consumer demand for internally published games, which Moody's expects will offset the moderating earnings contribution from TCGs, despite challenging consumer spending conditions in the US. Moody's expects Asmodee's FCF generation capacity will moderate from EUR95 million achieved in financial 2025 (i.e., excluding the extraordinary dividend paid to the former shareholder) but it will remain good at around EUR65 million annually on a Moody's-adjusted basis, equivalent to 9%-10% of gross debt. While capital spending is typically limited, the lower FCF reflects higher working capital needs to accommodate revenue growth and inventory build-up. Nonetheless, Moody's forecasts Asmodee will maintain good financial flexibility to accommodate recurring and internally funded acquisition spending without impairing its liquidity. Asmodee's rating is however constrained by earnings volatility risk arising from Asmodee's large exposure to third-party intellectual properties (IPs); its small size compared with large international competitors in the broader toys and games industry; its elevated appetite for acquisitions to expand and innovate its IP catalogue in a highly fragmented market, which could slow leverage reduction; and execution risks associated with planned expansion into the digital board games segment and the IP-licensing business. LIQUIDITY Asmodee's liquidity is good, supported by a cash balance of around EUR258 million as of September 2025 and a fully available EUR150 million revolving credit facility (RCF). Moody's expects Asmodee's current cash balance and future internal cash flow generation over the next 12-18 months to abundantly cover all basic cash obligations. These include typically low capital spending of around EUR20 million per year (Moody's-adjusted), as well as working capital needs that peak mainly before the Christmas season due to inventory and receivables buildup, and will likely increase as business growth continues. Based on Moody's forecasts, Asmodee's FCF will average EUR65 million annually, providing an adequate liquidity buffer to meet existing and future post-closing cash commitments from acquisitions. Moody's understands that Asmodee will almost fully repay its remaining post-closing M&A commitments by financial year-end 2026. Moody's expects Asmodee to fund future acquisitions mainly with cash on its balance sheet, and the associated M&A spending to be manageable and not meaningfully higher than past acquisitions. Access to the RCF is subject to a net leverage springing financial covenant of 5.5x (with a step-down to 5x after March 2027), which is tested when more than 40% of the RCF is drawn, and under which Moody's expects the company to retain ample capacity. Other than certain cash commitments related to concluded M&A that Moody's add to the debt, Asmodee does not face any material financial debt maturities before the notes come due. STRUCTURAL CONSIDERATIONS The B1 ratings for both the EUR320 million senior secured floating-rate notes and the EUR320 million fixed-rate notes, due in December 2029, are in line with the CFR, to reflect that they represent the majority of the company's new debt structure. According to Moody's Loss Given Default for Speculative-Grade Companies (LGD) methodology, the B1 CFR is aligned with the B1-PD probability of default rating, based on an assumed recovery rate of 50%, as customary for transactions that include both bonds and bank debt. The EUR150 million super senior RCF ranks at the top of Moody's LGD waterfall, followed by the notes and trade payables, but is not sizeable enough to lead to a notching of the bonds below the CFR, according to Moody's LGD methodology. Both the notes and the RCF are secured against the same collateral, that is, share pledges, intercompany receivables and bank accounts of the main companies of the group. Moody's typically view debt with this type of security package as akin to unsecured debt. Guarantor subsidiaries will account for at least 80% of the group's consolidated EBITDA. RATIONALE FOR POSITIVE OUTLOOK The positive outlook reflects Moody's expectations that Asmodee's revenue and EBITDA growth will continue over the next 12 months-18 months, both organically and thanks to some contribution from M&A, but at a slower pace than in the recent past. The outlook also reflects Moody's expectations that the Moody's-adjusted gross leverage will reduce further and that cash flow generation will remain good even after accounting for M&A spending and dividend payments, if any. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Asmodee's ratings if the company continues to report strong and sustainable EBITDA growth driven also by internally published games, and demonstrates its ability to sustain a Moody's-adjusted gross leverage well below 3.5x on an ongoing basis while maintaining a strong Moody's-adjusted FCF even in case it starts paying dividends. An upgrade would also require that the company maintains good liquidity and a balanced financial policy, including commitment to a (company-defined) net leverage target of 2x and prudent M&A strategy. Moody's could downgrade Asmodee's ratings if operating performance weakens as a result of the exit of substantial third-party IPs from the company's portfolio or a significant drop in revenue from trading card games. Quantitatively, this would require that the Moody's-adjusted gross leverage increases above 4.5x and the Moody's-adjusted FCF/debt ratio fails to remain sustained in the mid-to-high single digit percentages. Moody's could also downgrade Asmodee's ratings if its liquidity deteriorates significantly as a result of an aggressive acquisition strategy. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods published in June 2022. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Guyancourt in Paris, France, Asmodee is a leading publisher and distributor of physical board games and trading card games (TCGs) across Europe, North America, South America and Asia. In financial 2025, Asmodee generated EUR1.4 billion of revenue (2024: EUR1.3 billion) and EUR189 million in company-reported EBITDA (2024: EUR157 million). Following the spin-off from the Swedish video game and media holding company Embracer Group AB in early 2025, Asmodee got listed on Nasdaq Stockholm as an independent entity. Investment company Lars Wingefors AB has a stake of around 17% and 38% of voting rights. The remaining shares are part of the free float, held by a diverse group of institutional and public investors. EMERIA SASU: Fitch Affirms 'B-' Long-Term IDR, Outlook Negative --------------------------------------------------------------- Fitch Ratings has affirmed Emeria SASU's Long-Term Issuer Default Rating (IDR) at 'B-' with a Negative Outlook. Fitch has also affirmed Emeria's senior secured debt rating at 'B' with a Recovery Rating of 'RR3'. Emeria's ratings reflect its mix of stable recurring income streams within residential real estate services (RRES, 75% of group revenue at 9M25), and B2C and B2B transaction volume-vulnerable profits from brokerage activities, which depend on the wider subdued economic and interest rate environment. Emeria's bolt-on acquisition activity incurs recurring integration costs. Operational performance outside its core France and recently acquired UK activities, in Switzerland and Germany, remains subdued. Execution risk around deleveraging ahead of the group's 2027-2028 refinancing persists, with leverage projected to remain above Fitch's negative rating sensitivity metrics until 2027. This balance of improving operations against high leverage and timing risk continues to be reflected in the Negative Outlook. Key Rating Drivers Persistent High Leverage: Fitch expects Emeria's EBITDA leverage to decline to 11.6x by end-2025 (end-2024: 13.8x), materially above the negative rating sensitivity of 8.5x. Fitch forecasts further deleveraging to 9.6x by end-2026 and 8.3x by end-2027. EBITDA net interest coverage at 1.4x in 2025 and 1.8x in 2026 (from 1.2x in 2024) is supported by lower funding costs following policy rate cuts. Fitch forecasts EBITDA interest coverage to remain above 2x from 2027. Operating Growth Drivers: Fitch expects Emeria's like-for-like revenue to grow by 3%-4% in 2025, reflecting a recovery in the brokerage division, a gradual increase in services, and operational margin improvements from lower integration costs, greater efficiency gains, and improving profitability in Germany. Fitch remains cautious on Emeria's Swiss operational improvements given sustained weak performance during 2025 and its smaller scale. Refinancing Risk: Slower-than-expected deleveraging heightens refinancing risk for the revolving credit facility (RCF) maturing in September 2027 and the senior secured notes maturing in March 2028. A deviation from the deleveraging trajectory Fitch expects due to operational underperformance or unexpected material acquisitions would likely trigger negative rating action, as indicated by the Negative Outlook. Fitch views Emeria's capacity to further repay debt as a key source of flexibility for the upcoming refinancing and expects the company to defer additional RCF drawdowns until: refinancing terms are agreed; equity is injected; or a combination of the two. Assurimo Disposal Supports Liquidity: Liquidity improved materially following the main Assurimo disposal in September 2025. The transaction generated EUR250 million in net proceeds, with EUR30 million remaining expected before end-2025. Proceeds were largely used to repay the senior secured RCF, restoring about EUR242 million of availability. Cash at end-9M25 was around EUR20 million. Planned Bolt-on Acquisitions: The company plans continued bolt-on acquisitions funded from existing liquidity and cash generation. Fitch assumes EUR55 million a year during 2026-2028. At a targeted 5x EBITDA multiple, the impact on leverage is limited. Brokerage Division Recovery Evidence: Brokerage revenue rose 19.4% yoy at 9M25, outperforming a 13.5% increase in France's second-hand dwelling market volumes, indicating market share gains. Volumes have risen since 9M24 but remain below previous peak levels. Fitch expects a 5% annual recovery in 2025-2026 toward about 1 million transactions without assuming state support for the sector. Fitch does not include upside from further gains in market share in this multi-participant market. Stable RRES Base, Sustained Fees: Around 75% of group revenue is RRES recurring, supporting cash flow visibility. Transaction volumes are still below prior peaks, and B2C RRES has remained stable, while B2B rose 10% in 9M25 on increased stock. High interest rates have immobilised inventory, and improvement is unlikely until sustained resale (second-hand) housing activity unlocks supply. RRES is also weighed down by a slow ramp-up in Switzerland and Germany. UK-Driven Revenue Growth: At 17% of the group's revenue, UK's 9M25 revenue increased 5%, broadly in line with 2024, driven by Chestertons (lettings and sales brokerage). France returned to 3% like-for-like growth versus flat in 2024, as sales brokerage offset flat RRES performance. France remains the key market, representing 73% of 9M25 revenue. At end-2024, Emeria managed nearly 2.2 million units in Joint Property Management and 443,000 in Lease Management, exceeding the market shares of main competitors such as Citya Immobilier and Bridgepoint-owned Evoriel. In the UK, Emeria managed 366,000 dwellings. Regulatory Risk: French RRES operates under multiple regulatory regimes. Changes aimed at protecting smaller market participants like private landlords, tenants, apartment buyers, could put pressure on the profit margins of residential property services companies. Increased regulatory obligations also raise barriers to entry, with smaller firms struggling to absorb compliance costs while remaining profitable. Peer Analysis Emeria's peer analysis is more a function of the characteristics of a broad peer group than specific companies. Fitch used peers from our business services market portfolio. Their key characteristics include: generally strong recurring revenue streams or stable customer base; focus on a single geographical market; defensible market positions and reputational value; exposure to regulatory risk; growth strategy dependent on bolt-on acquisitions; and high but sustainable leverage supported by moderate cash flow. Emeria commands higher margins and has a strong competitive position. However, its free cash flow (FCF, before M&A) generation is weaker than in 2019-2021 and high EBITDA leverage combined with the uncertain deleveraging path increases refinancing risk. Fitch's Key Rating-Case Assumptions - Group revenue totalling CAGR of 3% during 2024-2028, supported by ongoing M&A - RRES division in France to grow organically by 2% a year on average until 2028 - Revenue and EBITDA arising from acquisitions made in 2025 and the following years annualised - EUR28 million integration costs related to acquisitions in 2025 and about EUR13 million annually in 2026-2028 deducted from EBITDA - About EUR165 million spent on acquisitions during 2026-2028 at a Fitch-assumed 5x EBITDA multiple, 25% EBITDA margin, and financed from free cashflow Recovery Analysis Fitch assumes Emeria would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. Fitch has estimated a GC 2025 EBITDA based on an updated projection (EUR317 million). This includes the impact from the Assurimo disposal and, deducts integration expenses (EUR28 million). In our view, a default would be the result of an impairment of the core RRES business segment leading to a diminished market position, possibly due to regulatory changes. Fitch applied an enterprise value (EV) multiple of 6.0x EBITDA to the GC EBITDA to calculate a post-reorganisation EV. The multiple is due to: low customer churn; stable demand for Emeria's services; and highly recurring revenue. This is the same as our previous recovery analysis. Fitch has included EUR24 million of super-senior loans at the operating companies' level. Fitch assumes the senior secured RCF of EUR438 million would be fully drawn upon default. The remaining pari passu senior secured instruments include a drawn EUR5 million uncommitted overdraft, a term loan B and senior secured notes totalling EUR2,863 million. Junior debt includes senior unsecured notes of EUR250 million. Its principal waterfall analysis, after deducting 10% for administrative claims, generated a ranked recovery for the all-senior secured capital structure of 'RR3' and 'RR6' for the senior unsecured notes. The estimated waterfall generated recovery computations are 51% and 0%, respectively. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA leverage above 8.5x on a sustained basis - EBITDA interest cover below 1.5x on a sustained basis - Negative FCF (before M&A) on a sustained basis - Deteriorating liquidity (including lack of headroom under the RCF) ahead of 2027 and 2028 refinancing risk, the latter's negotiations including a material reduction in lenders' terms and conditions to avoid a default - Regulatory changes adversely affecting revenue or margins Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA leverage below 7.0x on a sustained basis - EBITDA interest cover above 2.5x on a sustained basis - FCF (pre-M&A) margins approaching 0% - Successful delivery of efficiency/cost-saving programmes Liquidity and Debt Structure End-3Q25 liquidity comprised EUR20 million of cash net of the overdraft and EUR242 million available under the EUR438 million RCF. This liquidity includes the benefit of net disposal proceeds totalling EUR255 million (Seiitra EUR35 million; Assurimo EUR220 million) with a remaining EUR30 million of proceeds expected in December. Fitch views liquidity as sufficient for intra-year working-capital needs, interest and rent, and maintenance capex. Fitch assumes bolt-on acquisitions at about EUR55 million annually during 2026-2028. Fitch expects the RCF, maturing in 2027, to remain largely undrawn until refinancing terms are agreed, given the bulk of debt maturities in 2028 and the group's high leverage. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in our 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 ----------- ------ -------- ----- Emeria SASU LT IDR B- Affirmed B- senior unsecured LT CCC Affirmed RR6 CCC senior secured LT B Affirmed RR3 B SEINE FINANCE: Moody's Affirms 'B2' CFR, Alters Outlook to Pos. --------------------------------------------------------------- Moody's Ratings affirmed Seine Finance Sarl's (Silae or the company) long term corporate family rating at B2 and its probability of default rating at B2-PD. Concurrently, Moody's affirmed B2 ratings of the EUR400 million senior secured term loan B borrowed by Seine Finance Sarl, as well as the B2 rating of the EUR250 million senior secured term loan B and the EUR85 million senior secured revolving credit facility (RCF) borrowed by Seine HoldCo SAS. The outlook on both entities changed to positive from stable. RATINGS RATIONALE The outlook change to positive reflects Silae's strong operating performance, supported by pricing and bundling initiatives, including the addition of complementary HR products to its core payroll offering. Credit metrics have improved significantly, with Moody's-adjusted leverage at 3.1x debt-to-EBITDA and free cash flow-to-debt (FCF/debt) at 18% for the last 12 months ended September 2025, driven by EBITDA growth from organic expansion. These metrics are solid relative to expectations for Silae's B2 rating. Moody's expects operating performance will continue improving over the next 12–18 months. However, sustained improved credit metrics at current levels will be dependent on discipline in capital allocation. Silae's position as a leading provider in France's outsourced payroll software market, diversification into HR products, best-in-class EBITDA margins, and strong recent growth (organic revenue growth above 30% in 2024 and 2025), along with a large recurring revenue base and robust FCF generation, support its B2 CFR. Silae started diversifying its geographical exposure with the acquisition of 2 companies in Spain that will together account for 5% of FY25 Silae group revenue. Silae's geographic concentration in France, limited product and distribution diversification, despite improvements (including expansion into HR products and into Spain) since Silver Lake Partners' buyout in 2020, and modest revenue base (EUR276 million for the last 12 months ended September 2025), all temper these strengths. This lack of scale and the geographic and product concentration amplify the risk of increased competition. Furthermore, the absence of formal financial policies, such as a leverage target, adds event risk, given past shareholder distributions (including a EUR400 million dividend in Q4 2023), although the company deleveraged swiftly thereafter. OUTLOOK The positive outlook reflects Moody's expectations that Silae's revenue and EBITDA will continue to grow over the next 12–18 months and assumes that the company will maintain discipline in capital allocation. LIQUIDITY Silae has very good liquidity, supported by EUR127 million of cash available on balance sheet as of September 30, 2025. Silae's liquidity is also supported by the fully undrawn EUR85 million RCF and Moody's expectations of positive FCF of at least EUR100 million over the next 12-18 months. The RCF is subject to a springing financial covenant, which requires net secured leverage to remain below 8.5x and is tested if the RCF (net of cash) is drawn by more than 40%. Moody's do not expect the covenant to apply but estimates an ample cushion. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could develop should Silae (1) continue to grow in size by delivering solid organic revenue and EBITDA growth, while improves its geographic, product line, and distribution channel diversification, thereby reducing its vulnerability to local economic events or changes in preferences, competitive pressures and regulations; and (2) Moody's-adjusted leverage is well below 4.0x on a sustained basis, and (3) Moody's-adjusted FCF to debt well above 10% and (EBITDA-capex)/Interest towards 3.0x on sustained basis, and liquidity is good. Additionally, financial policy including established track record of improved credit metrics is an important consideration. Conversely, Silae's ratings could come under negative pressure if (1) its revenue and EBITDA growth weakens materially, possibly as a result of subdued operating performance or increased competition; or (2) Moody's-adjusted leverage rises above 5.5x on a sustained basis or Moody's-adjusted FCF/debt deteriorates towards low-single digits or Moody's-adjusted (EBITDA less capex) / interest falls below 2.0x, possibly due to a significant debt-funded acquisition or shareholder-friendly action; or (3) liquidity weakens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Software published in June 2022. Silae's B2 ratings are two notches below the scorecard-indicated Ba3 outcome, reflecting relatively small revenue scale with limited diversification and event risks of debt-funded M&A or dividends. COMPANY PROFILE Seine Finance Sarl is the holding company of the group which controls Silae, a French provider of cloud-enabled payroll and HR software for SMEs, which was founded in 2010 and is headquartered in Aix-en-Provence. In the last twelve months ended September 2025, Silae reported revenue of EUR276 million, as per unaudited management accounts. Silae has been controlled by Silver Lake since 2020. ============= G E R M A N Y ============= FLENDER: Fitch Upgrades IDR to 'B+', Outlook Stable --------------------------------------------------- Fitch Ratings has upgraded Flender's Long-Term Issuer Default Rating (IDR) to 'B+' from 'B'. The Outlook is Stable. Fitch has also upgraded its EUR1.3 billion term loan B to 'BB-', from 'B'. The Recovery Rating was upgraded to 'RR3' from 'RR4'. The upgrade reflects Flender's improving profitability on higher service revenue, supporting positive free cash flow (FCF) and lower debt, and leading to the leverage forecast being structurally below the previous positive rating sensitivity. The IDR reflects the company's strong business profile, with good geographical diversification, leading market positions and long-term relationship with customers, but also a narrow product portfolio and concentrated debt structure. The Stable Outlook reflects our expectation that Flender's performance will remain within the updated rating sensitivities, also supported by tighter cost control and easing inflation. Key Rating Drivers Services and Savings Boost Profitability: Fitch expects a structurally higher services revenue contribution from previous years at about 30% to support the improvement of Fitch-adjusted EBITDA margin to about 12% in 2025, from 10% in 2024. Thereafter, Fitch expects further cost-saving initiatives, including manufacturing optimisation in low-cost countries and procurement savings to drive EBITDA margin to above 13%. Deleveraging Trajectory: Fitch estimates Flender's EBITDA leverage to have decreased to 5.2x at FYE25 (year ending in September), from 6.6x at FYE24, driven by higher profitability and lower debt, due mostly to factoring repayment. Fitch expects further deleveraging on EBITDA growth and stable debt. Capex Normalising: Fitch expects capex to trend around EUR85 million, from above EUR100 million in 2024, after having invested in global capacity expansion in low-cost countries (mainly China and India) to capture expanding demand for wind energy and an increase of its service footprint. The lower capex requirement and stabilising working capital will improve FCF margins to sustainably above 1% in 2025-2028. Solid Market Position: Flender has leading positions in its niche markets for gearboxes and generators. Technological capabilities and long-term cooperation with major wind original equipment manufacturers provide moderate barriers to entry. Gearboxes are a critical component of wind turbines, and reliability is crucial due to the difficulty of access and cost increases resulting from downtime. Nevertheless, in-house original equipment manufacturers production and Chinese producers remain major competitive threats for suppliers like Flender over the long term. Limited Scale and Products: Flender is small in size versus other Fitch-rated industrial peers and has a narrow product portfolio compared with large industrial companies. It is primarily focused on the wind industry (which accounted for about 57% of its revenue in 2024), balanced by exposure to the industrial sector (43% of revenue) with diversified markets. The company has a concentrated customer base focusing on major wind original equipment manufacturers, due to the nature of the industry. However, this is not a major credit weakness. Good Geographical Diversification: Flender's business profile limitations are mitigated by good geographical diversification that compares well with higher-rated peers'. About 21% of revenue in 2024 was generated in Germany and 25% in the rest of Europe, 33% in Asia and 17% in North and South America. Peer Analysis Flender compares well with other Fitch-rated diversified industrials in the 'B' category. The company has good geographical diversification, like peers Ammega Group B.V. (B-/Negative), INNIO Holding GmbH (B+/Stable), TK Elevator Holdco GmbH (B/Stable) and ams-OSRAM AG (B/Stable). Flender's product portfolio is narrow, similar to INNIO and Dynamo Midco B.V. (B/Stable), which also focus on a limited range of products serving different markets. Flender's EBITDA margins are lower than those of Ammega, INNIO, ams-OSRAM and TK Elevator, but slightly better than Dynamo's. Similar to Dynamo and TK Elevator, Flender´s FCF margin has been volatile, although Fitch expects it to be sustainably positive between 2025 and 2028. Flender's FCF margin is lower than INNIO's. Flender´s deleveraging trajectory is comparable with INNIO's, with EBITDA leverage expected to fall below 5.0x in 2026, which will be lower than that of TK Elevator, Ahlstrom and ams-OSRAM. Fitch’s Key Rating-Case Assumptions - Revenue growth on average of about 1.5% a year during FY25-FY28 - Fitch-defined EBITDA margin improving to above 13% in FY28 from 10.2% in FY24 due to increased contribution from services and cost savings - Working capital outflow of around EUR6 million-8 million annually on revenue growth - Lower capex at 3.7% of revenue during FY25-FY28 - Bolt-on acquisition of EUR5 million annually during FY25-FY28 Recovery Analysis Key Recovery Rating Assumptions - The recovery analysis assumes that Flender would be considered a going concern (GC) in bankruptcy and that it would be reorganised rather than liquidated. - Fitch assumes a 10% administrative claim. - Fitch estimates Flender's going concern EBITDA at EUR200 million. Going concern EBITDA incorporates the loss of a major customer, deterioration in demand and a reduced order intake. The assumption reflects corrective reorganisation measures taken to offset the adverse conditions that trigger default. - An enterprise value multiple of 5.0x is applied to calculate a post-reorganisation enterprise value, based on the company's strong market position globally, good geographical diversification, long-term cooperation with customers and sound supplier diversification. At the same time, this multiple reflects concentrated customer diversification and a limited range of products. - Fitch deducts about EUR25 million from the enterprise value (lower than EUR165 million in 2024), due to Flender's use of non-recourse factoring facilities in 3Q25 adjusted for a discount, in line with Fitch's criteria. Fitch does not expect Flender to increase its factoring use, given available cash, an undrawn revolving credit facility and positive FCF generation during FY25-FY28. - Fitch estimates senior debt claims at EUR1.5 billion, which includes a EUR1.3 billion senior secured term loan B, a EUR205 million senior secured revolving credit facility and EUR1 million of other debt. - Its waterfall analysis, based on the capital structure, generates a ranked recovery for first lien, secured debt in the 'RR3' category. This results in the upgrade of the term loan B rating to 'BB-' (one notch above the IDR), from 'B' (in line with the previous IDR), reflecting primarily the lower factoring usage and the IDR upgrade. RATING SENSITIVITIES Factors that Could Individually or Collectively Lead to Negative Rating Action/Downgrade - EBITDA leverage above 5.5x - EBITDA interest coverage below 3.0x - FCF margin below 1%, all on a sustained basis - Significant structural decrease of service revenue share Factors that Could Individually or Collectively Lead to Positive Rating Action/Upgrade - EBITDA leverage sustainably below 4.5x - FCF margin consistently above 3% - Increased product and market diversification Liquidity and Debt Structure Flender's Fitch-defined readily available cash was EUR100 million, as of June 2025. The company has no material scheduled debt repayments until 2028. Expected mildly positive FCF generation to 2028 and the available EUR205 million undrawn revolving credit facility support its liquidity. Fitch-defined, short-term debt at end-June comprised drawn ancillary facilities and non-recourse factoring usage. The company's sources of funding are concentrated and mainly consist of a EUR1.3 billion term loan B, which is due in March 2028 Issuer Profile Flender is a market leader in drive technology with a comprehensive product and service portfolio of gearboxes, couplings and generators. It has a worldwide sales network, with an extensive production footprint in low-cost countries, such as China and India. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in our 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 ----------- ------ -------- ----- Flender International GmbH LT IDR B+ Upgrade B senior secured LT BB- Upgrade RR3 B ============= I R E L A N D ============= BLACK DIAMOND 2019-1: S&P Affirms 'B- (sf)' Rating on Cl. F Notes ----------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Black Diamond CLO 2019-1 DAC's class B-1-R and B-2-R notes to 'AAA (sf)' from 'AA (sf)', class C-R notes to 'AA (sf)' from 'A (sf)', and class D-R notes to 'BBB+ (sf)' from 'BBB- (sf)'. At the same time, S&P affirmed its 'AAA (sf)' ratings on the class A-1-R, A-2-R, and A-3-R notes, its 'B+ (sf)' rating on the class E notes, and 'B- (sf)' rating on the class F notes. S&P said, "The rating actions follow the application of our global corporate CLO criteria and our credit and cash flow analysis of the transaction based on the October 2025 trustee report. "Our ratings address timely payment of interest and ultimate payment of principal on the class A-1-R to B-2-R notes, and ultimate payment of interest and principal on the class C-R to F notes." Since the transaction was refinanced in October 2021: -- The portfolio's weighted-average rating is unchanged at 'B'. -- The portfolio has become less diversified (the number of performing obligors has decreased to 97 from 163). -- The portfolio's weighted-average life has decreased to 3.54 years from 4.66 years. -- The percentage of 'CCC' rated assets has increased to 10.42% from 8.20%. -- The percentage of defaulted assets has increased to 0.16% from 0%. -- The scenario default rates have reduced for all rating scenarios, mainly due to the portfolio's reduced weighted-average life. Table 1 Portfolio benchmarks Refinancing Current (October 2021) SPWARF 3,045.80 3,113.62 Default rate dispersion (%) 709.46 559.01 Weighted-average life (years) 3.54 4.66 Obligor diversity measure 65.97 126.13 Industry diversity measure 18.55 22.50 Regional diversity measure 1.84 1.72 SPWARF--S&P Global Ratings' weighted-average rating factor. On the cash flow side: The transaction's reinvestment period ended in August 2023. Since then, the class A-1-R notes have deleveraged by EUR102.34 million. The class A-2-R and A-3-R notes have deleveraged by $32.48 million. Credit enhancement has increased due to deleveraging. No class of notes is deferring interest. All coverage tests are passing as of the October 2025 trustee report. Table 2 Transaction key metrics Refinancing Current (October 2021) Total collateral amount (mil. EUR)* 258.12 396.82 Defaulted assets (mil. EUR) 0.40 0.00 Number of performing obligors 97 163 Portfolio weighted-average rating B B 'CCC' assets (%) 10.42 8.20 'AAA' SDR (%) 61.01 64.18 'AAA' WARR (%) 37.32 36.65 US$ denominated assets (%) 17.66 18.57 SDR--Scenario default rate. WARR--Weighted-average recovery rate. Table 3 Credit enhancement Current (%; based on the Current October 2025 Refinancing Class amount (EUR) trustee report) (October 2021; %) A-1-R 84,658,769 58.23 39.98 A-2-R* 13,410,037 58.23 39.98 A-3-R* 9,757,012 58.23 39.98 B-1-R 27,000,000 38.08 26.88 B-2-R 25,000,000 38.08 26.88 C-R 22,000,000 29.56 21.33 D-R 25,000,000 19.87 15.03 E 22,000,000 11.35 9.49 F 11,000,000 7.09 6.72 M-1 Sub 24,500,000 N/A N/A M-2 Sub 7,336,666 N/A N/A Credit enhancement = [Performing balance + cash balance + recovery on defaulted obligations (if any) – tranche balance (including tranche balance of all senior tranches)]/ [Performing balance + cash balance + recovery on defaulted obligations (if any)]. N/A--Not applicable. *As the class A-2-R and A-3-R notes are USD tranches, the spot rate EUR/$1.16 has been used. S&P said, "In our view, the portfolio is now less diversified across obligors, industries, and asset characteristics. The aggregate exposure to the top 10 obligors is now 24.22%. "In our credit and cash flow analysis, we considered the transaction's available current cash balance of approximately EUR32.2 million, per the October 2025 trustee report. However, since the transaction failed the collateral quality test, including the weighted-average life test, the collateral manager has not reinvested principal proceeds for over a year. The transaction documents specify that proceeds that are not reinvested post the reinvestment period shall be disbursed in accordance with the principal priority of payments on the following payment date. "We considered the collateral quality test failure and the fact that all available principal proceeds were used to repay the notes. While potential reinvestments may prolong the note repayment profile for the most senior classes, in our base case, we have assumed that the structure could amortize all available proceeds on the next payment date. We also considered scenarios in which the full amount of principal cash is reinvested. "Our base case credit and cash flow analysis indicates that the available credit enhancement for the class A-1-R, A-2-R, A-3-R, B-1-R, and B-2-R notes is sufficient to withstand the credit and cash flow stresses that we apply at the 'AAA' rating level. We therefore affirmed our 'AAA (sf)' ratings on the class A-1-R, A-2-R, and A-3-R notes and raised our ratings on the class B-1-R and B-2-R notes to 'AAA (sf)' from 'AA (sf)'. "Our base case cash flow analysis indicates that the available credit enhancement for the class C-R notes could withstand stresses commensurate with a higher rating level than that assigned. However, we limited our upgrade after considering key factors, including the tranche's relative seniority, the cushion between our break-even default rates and the scenario default rates, the available credit enhancement, and the current macroeconomic environment. Consequently, we raised our rating on the class C-R notes to 'AA (sf)' from 'A (sf)'. "Our base case credit and cash flow analysis indicates that the available credit enhancement for the class D-R notes is sufficient to withstand the stresses that we apply at the 'BBB+' rating level. We therefore raised our rating on the class D-R notes to 'BBB+ (sf)' from 'BBB- (sf)'. "Our base case credit and cash flow analysis indicates that the available credit enhancement for the class E notes is sufficient to withstand the stresses that we apply at the 'B+' rating level. We therefore affirmed our 'B+ (sf)' rating on the class E notes. "The class F notes' current break-even default rate cushion is negative at the current rating level. Nevertheless, based on the portfolio's actual characteristics and additional overlaying factors, including our long-term corporate default rates and recent economic outlook, we believe this class is able to sustain a steady-state scenario in accordance with our 'CCC' criteria. S&P's analysis further considers several factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- S&P's model-generated break-even default rate, which is at the 'B-' rating level at 12.81% (for a portfolio with a weighted-average life of 3.54 years) versus 11.33% if it was to consider a long-term sustainable default rate of 3.2% for 3.54 years. -- Whether the tranche is vulnerable to non-payment in the near future. -- If there is a one-in-two chance of this note defaulting. -- If S&P envisions this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes remains commensurate with the assigned 'B- (sf)' rating. "Counterparty, operational, and legal risks are adequately mitigated in line with our criteria. "Following the application of our structured finance sovereign risk criteria, we consider the transaction's exposure to country risk to be limited at the assigned ratings, as the exposure to individual sovereigns does not exceed the diversification thresholds outlined in our criteria." Black Diamond CLO 2019-1 is a multi-currency cash flow CLO transaction that securitizes loans granted to primarily speculative-grade corporate firms. The transaction is managed by Black Diamond CLO 2019-1 Advisor, LLC. DRYDEN 52 2017: Moody's Cuts Rating on EUR15.4MM F-R Notes to Caa2 ------------------------------------------------------------------ Moody's Ratings has taken a variety of rating actions on the following notes issued by of Dryden 52 Euro CLO 2017 DAC: EUR26,000,000 Class C-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Upgraded to Aa2 (sf); previously on Mar 4, 2025 Upgraded to Aa3 (sf) EUR28,000,000 Class D-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Upgraded to Baa2 (sf); previously on Mar 4, 2025 Affirmed Baa3 (sf) EUR15,400,000 Class F-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Downgraded to Caa2 (sf); previously on Mar 4, 2025 Affirmed Caa1 (sf) Moody's have also affirmed the ratings on the following notes: EUR246,000,000 (Current outstanding amount EUR130,648,736) Class A-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Mar 4, 2025 Affirmed Aaa (sf) EUR16,000,000 Class B-1-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Mar 4, 2025 Upgraded to Aaa (sf) EUR20,000,000 Class B-2-R Senior Secured Fixed Rate Notes due 2034, Affirmed Aaa (sf); previously on Mar 4, 2025 Upgraded to Aaa (sf) EUR20,000,000 Class E-R Mezzanine Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Mar 4, 2025 Affirmed Ba3 (sf) Dryden 52 Euro CLO 2017 DAC, issued in July 2017 and refinanced in July 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by PGIM Limited and PGIM Loan Originator Manager Limited. The transaction's reinvestment period ended in August 2023. RATINGS RATIONALE The rating upgrades on the Class C-R and Class D-R notes are primarily a result of the deleveraging of the Class A-R notes following amortisation of the underlying portfolio since the last rating action in March 2025. The downgrade on the rating on the Class F-R notes is primarily a result of the deterioration in over-collateralisation ratio following loss of par since last rating action in March 2025. The affirmations on the ratings on the Class A-R, Class B-1-R, Class B-2-R and Class E-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A-R notes have paid down by approximately EUR54.2 million (22.0%) since the last rating action in March 2025 and EUR115.4 million (46.9%) since closing. As a result of the deleveraging, over-collateralisation (OC) ratios have increased except for Class F. According to the trustee report dated October 2025[1] the Class A/B, Class C, Class D, Class E and Class F OC ratios are reported at 153.0%,134.77%, 119.44%, 110.46% and 104.42% compared to January 2025[2] levels of 143.75%, 130.18%, 118.16%, 110.86% and 105.82%, respectively. Moody's notes that the November 2025 principal payments are not reflected in the reported OC ratios. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR268.5m Defaulted Securities: EUR0 Diversity Score: 38 Weighted Average Rating Factor (WARF): 2972 Weighted Average Life (WAL): 3.32 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.68% Weighted Average Coupon (WAC): 3.79% Weighted Average Recovery Rate (WARR): 41.99% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. HAYFIN EMERALD IX: Moody's Affirms Ba3 Rating on EUR22MM E Notes ---------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Hayfin Emerald CLO IX DAC: EUR36,500,000 Class B-1 Senior Secured Floating Rate Notes due 2033, Upgraded to Aa1 (sf); previously on Mar 17, 2025 Affirmed Aa2 (sf) EUR7,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2033, Upgraded to Aa1 (sf); previously on Mar 17, 2025 Affirmed Aa2 (sf) EUR24,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2033, Upgraded to A1 (sf); previously on Mar 17, 2025 Affirmed A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR169,000,000 (Current outstanding balance EUR140,530,157) Class A Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf); previously on Mar 17, 2025 Affirmed Aaa (sf) EUR75,000,000 (Current outstanding balance EUR62,365,454) Class A Senior Secured Floating Rate Loan due 2033, Affirmed Aaa (sf); previously on Mar 17, 2025 Affirmed Aaa (sf) EUR25,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed Baa3 (sf); previously on Mar 17, 2025 Affirmed Baa3 (sf) EUR22,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed Ba3 (sf); previously on Mar 17, 2025 Affirmed Ba3 (sf) EUR8,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2033, Affirmed Caa1 (sf); previously on Mar 17, 2025 Downgraded to Caa1 (sf) Hayfin Emerald CLO IX DAC, issued in April 2022, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured corporate loans to obligors domiciled in Western Europe. The portfolio is managed by Hayfin Emerald Management LLP. The transaction's reinvestment period ended in May 2025. RATINGS RATIONALE The rating upgrades on the Class B-1, Class B-2 and Class C notes are primarily a result of the deleveraging of the senior notes and loan following amortisation of the underlying portfolio since the last rating action in March 2025. The affirmations on the ratings on the Class A notes and Class A loan notes, Class D, E and F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A notes and Class A loan notes have paid down by approximately EUR41.1 million (16.8%) since the last rating action in March 2025 and EUR41.1 million (16.8%) since closing. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR355,631,300 Defaulted Securities: EUR1,754,162 Diversity Score: 48 Weighted Average Rating Factor (WARF): 2949 Weighted Average Life (WAL): 3.85 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.72 % Weighted Average Coupon (WAC): 2.94% Weighted Average Recovery Rate (WARR): 42.57 % Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as the account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in May 2025, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. MADISON PARK VII: Moody's Cuts Rating on EUR13.5MM F Notes to Caa1 ------------------------------------------------------------------ Moody's Ratings has downgraded the ratings on the following notes issued by Madison Park Euro Funding VII DAC: EUR27,500,000 Class E Senior Secured Deferrable Floating Rate Notes due 2031, Downgraded to Ba3 (sf); previously on Apr 28, 2025 Affirmed Ba2 (sf) EUR13,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2031, Downgraded to Caa1 (sf); previously on Apr 28, 2025 Downgraded to B3 (sf) Moody's have also affirmed the ratings on the following notes: EUR272,000,000 (Current outstanding amount EUR247,268,332) Class A Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Apr 28, 2025 Affirmed Aaa (sf) EUR14,500,000 Class B-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Apr 28, 2025 Affirmed Aaa (sf) EUR15,000,000 Class B-2 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf); previously on Apr 28, 2025 Affirmed Aaa (sf) EUR20,000,000 Class B-3 Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf); previously on Apr 28, 2025 Affirmed Aaa (sf) EUR20,500,000 Class C-1 Senior Secured Deferrable Floating Rate Notes due 2031, Affirmed Aa3 (sf); previously on Apr 28, 2025 Affirmed Aa3 (sf) EUR10,000,000 Class C-2 Senior Secured Deferrable Floating Rate Notes due 2031, Affirmed Aa3 (sf); previously on Apr 28, 2025 Affirmed Aa3 (sf) EUR25,500,000 Class D Senior Secured Deferrable Floating Rate Notes due 2031, Affirmed Baa1 (sf); previously on Apr 28, 2025 Affirmed Baa1 (sf) Madison Park Euro Funding VII DAC, issued in May 2016 and refinanced in May 2018, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Credit Suisse Asset Management Limited. The transaction's reinvestment period ended in August 2022. RATINGS RATIONALE The rating downgrades on the Class E and F notes are primarily a result of the deterioration in the credit quality of the underlying collateral pool since the last rating action in April 2025. The affirmations on the ratings on the Class A, B-1, B-2, B-3, C-1, C-2, D notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The credit quality has deteriorated as reflected in the deterioration in the average credit rating of the portfolio (measured by the weighted average rating factor, or WARF) and an increase in the proportion of securities from issuers with ratings of Caa1 or lower. According to the trustee report dated November 2025[1], the WARF was 3240, compared with 2907 as per the March 2025[2] report underlying the last rating action in April 2025. Securities with ratings of Caa1 or lower, as reported by the trustee, currently make up approximately 7.71% of the underlying portfolio, versus 4.3% in March 2025. Furthermore, Moody's notes that the portion of long-dated assets, those assets that have a scheduled maturity date after the maturity date of the rated notes on 25 May 2031, increased to EUR28.78m (representing 7.85% of performing par as of November 2025 according to Moody's own calculations) up from EUR5.02m (representing 1.2% of performing par as per last rating action in April 2025). These long-dated assets impose market value risk to the transaction that is linked to the liquidation of these assets at the notes' maturity date. As per Moody's methodologies Moody's considers this market value risk with stressed liquidation values depending on the extent to which such assets are scheduled to mature after the rated notes. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR408,707,607 Defaulted Securities: EUR9,544,780 Diversity Score: 45 Weighted Average Rating Factor (WARF): 3021 Weighted Average Life (WAL): 3.35 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.89% Weighted Average Coupon (WAC): 4.3% Weighted Average Recovery Rate (WARR): 43.28% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as the account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. -- Long-dated assets: The presence of assets that mature beyond the CLO's legal maturity date exposes the deal to liquidation risk on those assets. Moody's assumes that, at transaction maturity, the liquidation value of such an asset will depend on the nature of the asset as well as the extent to which the asset's maturity lags that of the liabilities. Liquidation values higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. SCULPTOR EUROPEAN VIII: Moody's Affirms B3 rating on EUR9MM F Notes ------------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Sculptor European CLO VIII DAC: EUR18,500,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jun 25, 2021 Definitive Rating Assigned Aa2 (sf) EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jun 25, 2021 Definitive Rating Assigned Aa2 (sf) EUR24,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A1 (sf); previously on Jun 25, 2021 Definitive Rating Assigned A2 (sf) Moody's have also affirmed the ratings on the following debt: EUR91,500,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jun 25, 2021 Definitive Rating Assigned Aaa (sf) EUR93,000,000 Class A Senior Secured Floating Rate Loan due 2034, Affirmed Aaa (sf); previously on Jun 25, 2021 Definitive Rating Assigned Aaa (sf) EUR18,750,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jun 25, 2021 Definitive Rating Assigned Baa3 (sf) EUR15,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Jun 25, 2021 Definitive Rating Assigned Ba3 (sf) EUR9,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Jun 25, 2021 Definitive Rating Assigned B3 (sf) Sculptor European CLO VIII DAC, issued in June 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Sculptor Europe Loan Management Limited. The transaction's reinvestment period will end on the 24th of December 2025. RATINGS RATIONALE The upgrades on the ratings on the Class B-1, Class B-2 and Class C notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in December 2025. The affirmations on the ratings on the Class A, Class A Loan, Class D, Class E and Class F debt are primarily a result of the expected losses on the debt remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR298.3m Defaulted Securities: none Diversity Score: 56 Weighted Average Rating Factor (WARF): 2910 Weighted Average Life (WAL): 4.35 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.74% Weighted Average Coupon (WAC): 3.60% Weighted Average Recovery Rate (WARR): 44.06% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the debt's exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the debt are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated debt's performance is subject to uncertainty. The debt's performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the debt's performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in December 2025, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the debt's ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the debt's beginning with the debt having the highest prepayment priority. -- Weighted average life: The debt's ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the debt's seniority. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. ========= I T A L Y ========= BENDING SPOONS: S&P Affirms 'B+' Rating on Sr. Secured Term Loans B ------------------------------------------------------------------- S&P Global Ratings revised its outlook on technology and digital products developer Bending Spoons S.p.A. to positive from stable. At the same time, S&P affirmed its 'B+' long-term issuer credit rating on the company and its 'B+' issue rating on its existing senior secured term loans B (TLBs). S&P also assigned its 'B+' issue rating and '3' recovery rating to the proposed $900 million TLB and EUR340 million fungible add-on to the existing euro-denominated TLB. The positive outlook reflects S&P's expectation that, over the next 12 months, Bending Spoons will maintain organic revenue and substantial EBITDA growth, supported by the acquisitions of Vimeo, AOL, and other digital assets, such that its leverage might fall below 4x thanks to strong free operating cash flow (FOCF). The outlook revision reflects that Bending Spoons continues to deliver robust organic revenue growth and increase the scale and diversity of its operation by integrating acquisitions, which should allow it generating solid FOCF and reducing leverage. On Oct. 28, 2025, the company agreed to acquire AOL for $1.43 billion; it also plans to buy Eventbrite in an all-cash transaction valued at about $500 million. Both deals will likely close in early 2026. Bending Spoons plans to raise $2.3 billion of new debt (including new $900 million TLB and EUR340 million fungible add-on TLB), use about EUR240 million of recently raised equity, and use cash on the balance sheet to fund the acquisitions of AOL, Vimeo, and Eventbrite. It will also keep some cash on balance for further acquisitions. Over the past 12 months, Bending Spoons has delivered stronger operating performance than we had expected. This includes 10% organic growth in its existing portfolio and integration of several large acquisitions successfully and efficiently, achieving cost synergies ahead of plan. S&P said, "We expect that the recently announced M&A will further enhance the scale and diversity of its operations, and forecast that it could maintain above-industry average EBITDA margins and strong cash generation if it integrates them. We forecast that, pro forma the acquisitions, the company's S&P Global Ratings-adjusted debt to EBITDA will increase to 4.3x in 2025 from 3.6x in 2024 and could fall below 4x in 2026." S&P said, "AOL is a legacy business, which we nevertheless expect to generate solid EBITDA and cash flow. AOL is a well-established internet company that provides subscription email and cybersecurity services and generates digital advertising revenue through its portfolio of news and entertainment websites. It generates more than 60% of its revenue through subscriptions and targets the senior demographic, holding more than 40% market share among the 55-plus U.S. population. It enjoys high subscriber net retention rates close to 100% within its paid mail services and safety and security offering. AOL has a large and growing monthly active user base of 39 million on its platforms and websites. We view the company as a legacy web portal business, and expect its revenue to moderately decline in 2026-2027, reflecting a drop in the company's paid subscriptions revenue due to competitive pressure and natural attrition in its subscriber base. However, in recent years, the company's revenue has been broadly stable, reaching more than $600 million, with a more than 60% AOL-defined EBITDA margin in the 12 months ending September 2025, supported by a strong growth in digital advertising revenue. We expect that Bending Spoons will execute operational improvements in line with its playbook and focus on improving AOL's, Vimeo's, and Eventbrite's profitability through pricing optimization, increasing the share of paying subscribers (which currently stands at less than 10%), and reducing costs through headcount optimization, migration of services to its proprietary technology and salesforce platform, and more strategic marketing spending. "We expect that Bending Spoons will deliver sound operating performance in 2026 and continue integrating the acquisitions. The company's existing portfolio of products (perimeter as of February 2025 including the acquisitions up to Brightcove) outperformed our expectations, delivering about 10% revenue growth and higher profitability margins in the 12 months to September 2025. The company accelerated acquisitions in 2025 and completed the integration and cost optimization from these transactions ahead of its plans (with an estimated timeline of 18 months) and with greater synergies. We think the company's product portfolio will continue delivering sound performance over the next 12 months, underpinned by growth of many of its subscription-based businesses due to high retention. In 2025, Bending Spoons hired more tech personnel and engineers to expand its in-house tech team, which should allow it to support the recently acquired businesses and further growth. In our view, the company has demonstrated ability to effectively manage its existing business while simultaneously integrating multiple assets, which positions it well to undertake integration and monetization improvements at AOL, Vimeo and Eventbrite in 2026 and thereafter. "We anticipate Bending Spoons will maintain solid FOCF . We expect the company will generate EUR490 million of pro forma FOCF and EUR430 million in 2026, which will include the full impact from higher interest payments on additional debt. This reflects Bending Spoons' solid cash conversion, given the company's asset-light business model, and our expectation that it will integrate acquisitions and achieve cost savings, offsetting the material integration and restructuring costs. This is partly offset by increased interest payments, given the higher financial debt. We therefore anticipate S&P Global Ratings-adjusted FOCF to debt of 15% in 2025 and 14% in 2026. "We think Bending Spoons' financial policy will continue to balance inorganic growth with rapid deleveraging following acquisitions. The company has been actively acquiring assets. We estimate it will spend more than EUR3 billion in 2025 (including AOL), and include continuing annual acquisitions of EUR200 million-EUR250 million in 2026-2027 in our forecasts. We understand Bending Spoons' financial policy assumes maintaining its company-adjusted net leverage at 2.5x-3.5x (temporarily higher following large acquisitions), which corresponds with S&P Global Ratings-adjusted leverage of 4x-5x. Still, we expect the company to have capacity to deleverage to below 4.0x, driven by EBITDA growth, solid positive FOCF, and scheduled debt repayments. While this rapid inorganic growth strategy carries risks regarding the selection of targets and their integration, this is partly balanced by the track record of achieving synergies and integration ahead of plan, and that so far, none of the acquired digital products has materially underperformed." Bending Spoons' capital structure including the new proposed debt will include the following: -- The upsized EUR1.1 billion revolving credit facility (RCF), including a EUR305 million incremental RCF, of which EUR976 million will be due July 2029 and the $195 million new RCF (EUR166 million equivalent) will be due March 2031; -- About EUR90 million in term loans A (TLAs) due in March- 2028 and 2029; -- About EUR630 million of TLAs due July 2029; -- New EUR300 million TLA (with capacity to increase it by EUR176 million) and a $660 million TLA due March 2031; -- Nominal $925 million (about EUR800 million equivalent of which is outstanding) and EUR350 million TLBs due March 2031; and -- New $900 million TLB and EUR340 million fungible add-on due March 2031. The positive outlook reflects S&P's expectation that over the next 12 months, Bending Spoons will maintain organic revenue and substantial EBITDA growth, supported by the acquisitions of Vimeo, AOL, and other digital assets, and that its leverage could fall below 4x thanks to strong FOCF. Upside scenario S&P could raise its rating if the company integrates AOL and Vimeo and achieves operating cost efficiencies and synergies in line with its base-case forecast, supporting adjusted EBITDA margins above 30%. An upgrade would also require adjusted debt to EBITDA to decrease below 4x and FOCF to debt to improve above 15%, and the company's commitment to maintain these credit metrics. Downside scenario S&P could revise the outlook to stable if Bending Spoons' debt to EBITDA remained above 4.0x and FOCF to debt below 15%. This could happen if: -- The company pursued debt funded acquisitions more aggressively than S&P anticipates; or -- It faced unexpected setbacks and materially higher restructuring costs while integrating recent acquisitions, or its operating performance deteriorated due to competition, higher churn of paying subscribers, or declining monetization on an inability to raise prices for its products. MOONEY GROUP: S&P Withdraws 'BB-/B' Issuer Credit Ratings --------------------------------------------------------- S&P Global Ratings has withdrawn its 'BB-/B' long- and short-term ratings on Italy-based financial services corporation Mooney Group SpA, at the issuer's request. At the time of the withdrawal, the outlook was stable. S&P's long-term rating on Mooney factored in its view of it as a strategically important subsidiary of Italy's largest bank, Intesa Sanpaolo SpA (BBB+/Stable/A-2). =================== L U X E M B O U R G =================== VANIR LOGISTICS: S&P Assigns BB (sf) Rating to Class E Notes ------------------------------------------------------------ S&P Global Ratings has assigned credit ratings to Vanir Logistics Finance S.a r.l.'s class A, B, C, D, and E notes. At closing, the issuer also issued unrated class X notes. The transaction is backed by one senior loan, which Morgan Stanley has advanced to EQT Real Estate (EQT) as part of its acquisition and refinancing of a pan-European logistics portfolio. The loan is secured on a pan-European portfolio of 18 logistic assets in three European jurisdictions—France, Belgium, and the Netherlands. The portfolio comprises 343,982 square meters of accommodation and is valued at EUR301.46 million as of April 2025. The current loan-to-value (LTV) ratio is 70.3% for the securitized debt. The properties in Belgium will be secured on first and second ranking mortgages. The transaction parties expect the second ranking mortgages to be granted in January, and S&P expects to receive final legal comfort on these mortgages at that time. The credit S&P is giving to the recovery proceeds that it has assumed for the Belgian properties in our rating will be contingent on that comfort. The five-year loan is interest only and includes cash trap mechanisms and default covenants. The borrower used the loan proceeds to refinance the acquisition of the logistics assets. Furthermore, payments due under the loan facility agreement primarily fund the issuer's interest and principal payments due under the notes. As part of EU, U.K., and U.S. risk retention requirements, the issuer and the issuer lender (Morgan Stanley Bank, N.A.) have entered into a EUR11.2 million (representing 5% of the securitized senior loan) issuer loan agreement, which ranks pari passu to the notes of each class. The issuer lender advanced the issuer loan to the issuer on the closing date. The issuer applied the issuer loan proceeds as partial consideration for the purchase of the securitized senior loan from the loan seller and to fund its portion of the liquidity reserve. S&P's ratings on the class A, B, C, D, and E notes address Vanir Logistics' ability to meet timely interest payments and principal repayment no later than the legal final maturity in July 2037. S&P's ratings on the notes reflect our assessment of the underlying loan's credit, cash flow, and legal characteristics, and an analysis of the transaction's counterparty and operational risks. Ratings Class Rating* Amount (EUR) A AAA (sf) 128,175,000 X NR 100,000 B AA (sf) 18,294,000 C A (sf) 19,475,000 D BBB- (sf) 34,137,000 E BB (sf) 13,859,000 *S&P's ratings address timely payment of interest and payment of principal not later than the legal final maturity on all classes of notes. The legal final maturity date is in July 2037. NR—Not rated. ===================== N E T H E R L A N D S ===================== ENSTALL GROUP: Moody's Cuts CFR & First Lien Term Loan to Caa3 -------------------------------------------------------------- Moody's Ratings downgraded Enstall Group B.V.'s (Enstall or the company) corporate family rating to Caa3 from Caa2 and probability of default rating to Ca-PD from Caa2-PD. Concurrently, Moody's downgraded to Caa3 from Caa2 the instrument ratings of the existing $375 million backed senior secured first lien term loan due 2028 and the $66.7 million backed senior secured revolving credit facility (RCF) due 2026. The backed senior secured first lien term loan and the RCF are both issued by Enstall and co-borrowed by Enstall Finance, LLC. The outlook remains negative. RATINGS RATIONALE The downgrade of Enstall reflects the increased likelihood of a default under Moody's definitions in 2026, such as a distressed exchange, with creditor recovery prospects in line with the Caa3 CFR, as well as continued weak liquidity. Enstall's operating performance in 2025 remained soft. Revenue declined by 5% in the first nine months of 2025 (on a comparable basis excluding Schletter) after a 40% drop in 2024. The short-term boost from pull forward volume effect in the US, driven by expiring tax credits by the end of 2025, could not offset weak sentiment in Enstall's main European markets in the Netherlands and Germany, which are adjusting to fewer government incentives as well. Meanwhile, Schletter, Enstall's newly acquired business, faces similar end-market weakness and is undergoing restructuring, leading to higher one-off costs in 2025. As a result, Moody's-adjusted gross leverage remained around 18x as of September 2025, similar level to FY2024. Moody's expects a material decline in US residential solar volumes in 2026 after tax credits expire, with only gradual recovery in Europe. Consequently, Moody's-adjusted gross leverage will stay above 10x in 2026, with limited prospects for strong end-market recovery in the next 12-18 months despite solid mid-term solar installations growth trends. The weak operating performance and high debt burden following a EUR600 million debt-funded dividend recapitalization in 2023 have led to significant cash burn and weakening liquidity. Moody's do not expect Enstall to have access to the remaining available EUR40 million out of EUR90 million equivalent RCFs when the springing covenant test resumes in March 2026. This additionally raises the likelihood of debt restructuring before the RCF maturity in August 2026 and is further reflected in the two-notch downgrade of the PDR to Ca-PD. The Caa3 CFR is supported by positive mid-term trends in Enstall's end markets, as electricity generation and the share of solar in the mix is expected to increase, largely underpenetrated residential solar markets, Enstall's leading market position, high margins with limited pricing pressure, and an asset-light business model that supports free cash flow generation. However, the rating is constrained by Enstall's short track record at its current scale, rapid growth through transformative acquisitions, potential for further debt-funded M&A, a focused product offering, and some concentration and complexity in its go-to-market channels. LIQUIDITY Enstall's liquidity is weak. It is supported by EUR73 million in cash as of September 2025 and about EUR40 million equivalent availability under the EUR33 million and $66.7 million RCFs maturing in August 2026 (EUR50 million equivalent drawn). In January 2025, Enstall obtained a covenant waiver on its RCFs until March 2026. The RCF amounts were reduced to EUR33 million and $66.7 million from EUR50 million and $100 million, respectively, after EUR50 million RCF repayments following the Schletter acquisition in December 2024. The springing covenant resets in March 2026 at 7.0x if RCF drawings exceed EUR51.2 million (9.4x as of September 2025). Given slow market recovery and weak operating performance, Moody's do not expect the covenant test to be met in March 2026 if RCF drawings exceed EUR51.2 million. Moody's also expects negative free cash flow generation over the next 12–18 months, burdened by EUR100 million in annual interest payments and EUR25 million in mandatory term loan amortization. RATIONALE FOR NEGATIVE OUTLOOK The negative outlook reflects that a default under Moody's definitions including debt restructuring could lead to lower recoveries to the company's creditors than currently factored in the Caa3 CFR. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could arise if Enstall achieves a material and sustainable recovery in its operating performance, resulting in an improvement in its leverage, FCF generation and liquidity position. The ratings could be downgraded if Enstall's operating performance and liquidity further deteriorate such that Moody's believes lender recovery prospects are lower than current expectations or probability of default increases further. STRUCTURAL CONSIDERATIONS The $375 million backed senior secured first lien term loan and $66.7 million RCF ratings are aligned with the CFR at Caa3. The guarantor coverage and security package are relatively comprehensive, but Moody's also notes the asset-light nature of the business. Enstall's capital structure also includes EUR600 million term loan, EUR200 million Delayed Draw Term Loan (DDTL, EUR187 million drawn) both maturing in 2028 as well as an additional EUR33 million RCF (all unrated). Following the Schletter transaction, Enstall also has a EUR67 million unsecured intercompany loan from its shareholder Rhaegal Bidco B.V. Moody's ranks the loan behind the other instruments in the structure. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Manufacturing published in September 2025. The Caa3 CFR is two notches below the scorecard-indicated outcome of Caa1 as of the last twelve months to September 2025. The difference is explained by the increased likelihood of a default under Moody's definitions in 2026 with expected creditor recovery prospects in line with the Caa3 CFR. COMPANY PROFILE Headquartered in Amsterdam, Netherlands, Enstall designs, develops, and distributes solar mounting solutions primarily for the Dutch and US residential markets and increasingly for the commercial and industrial (C&I) segment. In December 2024, the company acquired Schletter, expanding into the ground-mount solar market and strengthening its presence in Germany. For the 12 months ended September 2025, Enstall reported revenue of about EUR600 million and EBITDA of EUR111 million (as per covenant calculation, adjusted by Enstall for extraordinary items). Enstall is owned by private equity firms Rivean Capital (formerly Gilde Buy Out Partners) and Blackstone, each holding significant stakes, along with minority shareholders including Enstall's management, Avenue Capital Group, and Robus Capital Management. Q-PARK HOLDING I: S&P Upgrades ICR to 'BB', Outlook Stable ---------------------------------------------------------- S&P Global Ratings raised its issuer credit and issue-level ratings on Q-Park Holding I B.V. to 'BB' from 'BB-'. The recovery rating on the senior secured debt is unchanged at '3', indicating its expectation of about 50% recovery for shareholders in a default scenario. The stable outlook indicates S&P's view that Q-Park will post an S&P Global Ratings-adjusted FFO to debt above 7% from 2026 will continue to deliver on its growth strategy, posting revenue growth of about 7%-15% over 2025-2026, driven by its pricing initiatives and the successful integration of acquisitions. S&P said, "We anticipate that the Dutch car park operator, Q-Park, will continue delivering disciplined growth of its portfolio of car parks while improving and sustaining credit metrics commensurate with a 'BB' rating. "We assume the company's clearer financial policy regarding acquisitions and dividend distributions will remain flexible, enabling Q-Park to achieve and sustain solid profitability prospects and funds from operations (FFO) to debt of 7% from 2026. Additionally, we consider Q-Park well positioned relative to peers, supported by the quality of its diversified contractual base, with a weighted average maturity of about 45 years. "We expect Q-Park's credit metrics will gradually improve on the back of integrating recently acquired assets. We now have greater clarity on Q-Park's financial policy over the next 12 to 18 months, which led us to raise our rating to 'BB' from 'BB-'. We forecast Q-Park will post FFO to debt at or above 7% and a debt to EBITDA close to 7.5x starting in 2026, thanks to price and volume increases, new businesses, management's cost controls, and synergies from the integration of assets in France and Germany, thereby improving profitability. These metrics compare with FFO to debt of 3.2% and debt to EBITDA of 13.2x in 2021, which we viewed as deep in the highly leveraged category." The upgrade incorporates our expectation that Q-Park's financial policy will remain supportive through 2026 and 2027. Its financial policy entails a maximum debt to EBITDA of 7.0x based on underlying EBITDA including all lease expenses, which roughly translates to S&P Global Ratings-adjusted debt to EBITDA of 8.5x. S&P said, "We interpret Q-Park's financial policy as a maximum leverage tolerance and not a target. As such, we now expect Q-Park will continue pursuing growth opportunistically, but that it will execute on such strategy without significantly increasing leverage and while prioritizing growth over dividends. We expect Q-Park will target small-to-midsize targets that it can integrate while creating synergies and without compromising its balance sheet. The company demonstrated its disciplined approach to new investments during the year, focusing on the integration process of the important acquisitions in France and Germany, completed in December 2024 and the first half of 2025. We think Q-Park will continue targeting relatively smaller assets at reasonable multiples, for which we assume investments (including acquisitions) of around EUR150 million per year in our base case. Therefore, we expect Q-Park's adjusted debt will remain broadly stable at EUR4.6 billion-EUR4.8 billion over 2025-2027. In 2025, our debt calculation includes financial leases of about EUR1.5 billion and operating leases also of about EUR1.5 billion, which are not exposed to maturity concentration like other financial debt." S&P said, "We expect Q-Park to sustain annual revenue growth above the organic growth rate in 2026 and 2027. The company reported 14% year-on-year revenue growth in the first nine months of 2025, with like-for-like revenue growing at 3.9%. This is supported by the addition of new businesses and its pricing management strategy, where in 90% of the facilities, Q-Park has been able to increase prices by inflation plus 1%. Q-Park's carpark portfolio has around 45% of legally owned and ground lease assets where it can adjust prices freely. Even on the remaining 45% of inflation-linked long-term contracts, the company can boost revenue with pre-booking channels, as well as other revenue like electric vehicle (EV) charging points. Even with limited visibility on the full new business pipeline and other initiatives, we expect Q-Park's revenue growth to still reflect its pricing power and high occupancy because of the large portfolio in diversified and affluent locations. In addition to acquisitions, we expect the company will continue pursuing new business to replace expiring contracts or expand the portfolio, supporting the quality of its cash flows. For instance, Q-Park had gained 22 new contracts as of September 2025. "Business scalability allows for the reported EBITDA margin before lease adjustments returning to around 35% by 2027. Following the drop to 32%-33% in 2024-2025 because of contractual indexation and new business additions (mainly through Britannia Parking and several German carparks), we expect Q-Park's reported EBITDA margin, prior to International Financial Reporting Standard 16 lease adjustments, to improve gradually to 35% by 2027. We think this will be possible because of the company maintaining its operational efficiency and cost control drive, together with the track record of successful synergies obtained from target acquisitions. That said, we assume Q-Park will maintain healthy reported free cash flow of around EUR100 million in the next years. "We compare Q-Park against other European car park operators with similar business models. We think that Q-Park's closest peers are Indigo and MEIF5. Both Indigo and Q-Park benefit from a supportive contractual structure, with a weighted average remaining life of about 45 years for Q-Park and 30 years for Indigo. These contracts provide the basis for stable and relatively predictable cash flows over the long term, which is why we assess business risk profiles for both as strong. Conversely, Q-Park operates with higher leverage, and we estimate it will deliver FFO to debt around 7% compared with about 11% for Indigo. This, in addition to our view that Q-Park has shown more appetite for leverage historically, explains most of the difference in terms of credit quality between the two entities. On the other hand, we think that Q-Park's business compares favorably with that of MEIF5, because of Q-Park's scale and diversification, as it is exposed to wealthier, lower risk jurisdictions. This is why we assess MEIF5's business risk profile as satisfactory versus Q-Park's strong. Moreover, in the case of MEIF5, we have seen unexpected, extraordinary distributions to shareholders. The combination explains why our expectations for Q-Park's stand-alone credit profile at 'bb' are an FFO to debt of 7%; whereas for MEIF5 it is 10%. "The stable outlook reflects our expectation that Q-Park will maintain adjusted FFO to debt of around 7.0% in 2025 and above this level from 2026, supported by revenue growth, cost optimization, and its flexible financial policy. "While we expect Q-Park will continue its opportunistic approach to growing its portfolio, we assume that the company's targets will remain relatively small, and that such transactions will not significantly increase its leverage as it continues its disciplined financial policy." S&P could lower the rating on Q-Park by one notch if: -- Adjusted FFO to debt drops below 7% without any signs of recovery. This could result from large and unexpected debt-financed acquisitions, a more aggressive-than-anticipated financial policy, or weaker-than-expected EBITDA due to poor operating performance. -- Q-Park increases its exposure to asset-light business, shortening the maturity of its portfolio and weakening S&P's assessment of its business model, although it considers this as unlikely. Although S&P views it as unlikely, it could upgrade Q-Park if the company delivered FFO to debt above 9%, accompanied by us gaining clarity on the company's shareholder structure over the medium to long term, along with a financial policy supportive of higher credit metrics. =========== S W E D E N =========== ASMODEE GROUP: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed Asmodee Group AB's Long-Term Issuer Default Rating (IDR) at 'BB-', with Stable Outlook. Fitch has also assigned its planned issue of EUR320 million fixed rate notes due in 2031 an expected senior secured 'BB(EXP)' rating with a Recovery Rating of 'RR3'. The final rating is subject to the receipt of the final debt documentation conforming to information already received. The IDR reflects Asmodee's moderate scale and limited product diversification with a high reliance on trading cards and other third-party license products, which is partly balanced by adequate geographical diversification, good record of intellectual property (IP) capabilities development and a strong financial profile for the rating. The Stable Outlook reflects our expectations of resilient business growth organically and through bolt-on acquisitions, and moderate operating margins improvement translating into healthy free cash flow (FCF) margins in FY26-FY28 (year ending March). Key Rating Drivers Moderate Scale, Niche Positioning: Asmodee's scale remains small for the 'BB' rating category and product diversification is limited for a discretionary consumer product producer. This is partly balanced by its leading positions within tabletop games niche with market shares of about 40% in France and the UK, close to 20% in Germany, and a relevant presence in the US. Resilience of the market positions is supported by Asmodee's concentrated expertise in tabletop game formats, alongside its proven distribution capabilities aiding new partnerships and cross-category expansion of existing partnerships. High Reliance on Distribution Model: Asmodee has a creative factory that develops new IP in board games, although this still accounted for a minor share of FY25 sales. Trading cards, which made up around 50% of sales in FY25, are almost entirely published by third parties. The remaining sales mainly involve internally published and third-party published board games. The company faces renewal risk for licenses, which entail minimum required royalty payments. However, renewal risk is partly offset by its expertise, resulting in long-lasting relationships with core partners. The distribution of Pokémon-related trading cards will represent a meaningful portion of Asmodee's revenues in FY26. High concentration risk is partly mitigated by Asmodee's longstanding partnership with the brand, owned and published by Nintendo Co. Ltd and others, since 2003 and exclusivity in Pokémon-related cards and games distribution rights in 14 European countries. Solid Operating Performance: Asmodee's revenue grew 26% yoy in 1HFY26, primarily driven by strong launches of partner trading card game releases. The share of games published by partners increased to 66% in last 12 months (LTM) to September 2025 from 63% in FY25, leading to a slightly lower EBITDA margin due to a weakening sales mix. Fitch expects this, alongside some cost pressure, to lead to a 60bp decline in the EBITDA margin to 14.2% in FY26. However, its expectations of low double-digit revenue growth should lift Fitch-calculated EBITDA to EUR220 million in FY26 (FY25: EUR202 million). Primarily Organic Deleveraging: Fitch expects further deleveraging to be organic, with the leverage improving to 3.0x by FYE26, and further to 2.5x by FYE29. Asmodee reduced its gross debt by EUR300 million following an equity injection from Embracer in FY25, reducing EBITDA gross leverage to 3.2x, below our positive sensitivity of 3.5x. Fitch does not expect material debt-funded acquisition activity over the rating horizon. Strong FCF Generation: Fitch expects Asmodee's FCF margins to be consistently positive at 3%-4%, due largely to stable EBITDA margins, limited capex intensity and moderate interest expense. Fitch expects the company to invest an additional 1%-2% of sales in working capital to support its growing business, and to pay out EUR50 million dividends annually from FY27. Fitch expects Asmodee to follow its financial policy to distribute excess liquidity to shareholders after a net leverage target of 2.0x is met. Fitch understands from management that the company is flexible in suspending dividends in case of material M&A opportunities. Adequate Geographic and Channel Diversification: Asmodee's European sales accounted for 74% as of LTM September 2025, with France and the UK being the primary markets, while the U.S. contributed about 15%. Sales are almost equally distributed across mass market, online, and independent channels, with a slight dominance by independents. Asmodee has privileged access to independent stores, reaching out to amateurs and collectors who are repeat and less price-sensitive customers. Conversely, Fitch assumes weaker pricing power in the online and mass market channels with a few big players dominating the market. Moderate Growth in Tabletop: Global tabletop games market growth has slowed after acceleration during the pandemic. Fitch assumes its growth to be in the mid-single digits. Our forecast incorporates weaker consumer sentiment in core European markets for Asmodee that may affect discretionary spending, resulting in moderating growth to the low single-digits in FY26-FY27. High reliance on certain franchises, such as Pokémon, could lead to revenue growth being materially ahead or behind the market for Asmodee. Peer Analysis Asmodee's rated industry peers include multinationals like Hasbro, Inc. (BBB-/Positive) and Mattel, Inc. (BBB-/Stable), which have larger scale, stronger and more valuable IP portfolios, and greater product and geographic diversification. In the broader portfolio of European consumer product companies, Asmodee is rated lower than Birkenstock Holding plc (BB+/Stable), due to the latter's greater scale, higher profitability, and lower leverage, which are partly offset by its high product concentration on a single brand developed around a sandal model. Asmodee's one-notch rating differential with Spectrum Brands Holdings, Inc (BB/Stable), a well-diversified producer of home and garden, home and personal care, and pet care products, reflects the former's smaller scale, narrower product offering, and higher EBITDA leverage. Both ACCO Brands Corporation (BB-/Negative) and Asmodee have comparable size and operating profitability. ACCO provides broader product offerings, but this is offset by higher EBITDA leverage of above 3.5x. In addition, ACCO Brands is exposed to secular decline in the office products category, which leads to declining scale as reflected in the Negative Outlook. Fitch’s Key Rating-Case Assumptions - Low double-digit revenue growth in FY26, followed by low-to-mid single digit annual growth to FY29 - Fitch-defined EBITDA margin declining in FY26 to 14.2%, before gradually improving to 14.7% by FY29 - Working capital outflows of EUR26 million in FY26, followed by normalisation at 0.5%-1% of revenues - Capex at 2%-2.5% of revenue a year - Dividends payout of EUR20 million in FY26 and EUR50 million-60 million in FY27-FY29 - Bolt-on M&A of EUR30 million a year, in addition to expected M&A earn-out outflows of EUR126 million in FY26 Recovery Analysis Fitch rates the senior secured debt of Asmodee at 'BB', one notch above the IDR, using our generic approach. The one-notch uplift reflects the presence of a super senior revolving credit facility (RCF) of EUR150 million and a lower collateral quality in an asset-light business model compared with other senior secured instruments, to which Fitch gives a two-notch instrument rating uplift. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Total debt rising to above 4.5x Fitch-calculated EBITDA, due to operational challenges or more debt-funded acquisitions - Deterioration of EBITDA margins to 12% or below, led by a higher reliance on third-party licenses or weakened product appeal - FCF margins reducing towards neutral to positive - Deteriorating operating performance leading to EBITDA sustained below EUR150 million Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increasing scale with Fitch-calculated EBITDA maintained above EUR250 million on a sustained basis - Established record of strong commitment to its financial policy, with total debt below 3.5x Fitch-calculated EBITDA on a sustained basis, including consistency with the stated shareholder policy and a conservative stance on debt-funded M&A - FCF margins sustained at mid-single digits - EBITDA interest cover sustained above 4.5x Liquidity and Debt Structure Asmodee's liquidity, adjusted for the new notes issue, will be strong but unchanged as the company proactively addresses 2029 maturities with no change in total debt quantum. Readily available cash at end-September 2025 amounted to over EUR250 million and was further supported by fully undrawn EUR150 million revolving credit facility. Its debt maturity profile before the transaction was highly concentrated with all maturities falling due in 2029. The contemplated transaction will lead to an equal split of maturities between 2029 and 2031, reducing refinancing risk. Issuer Profile Asmodee is a global publisher and distributor of tabletop games, including board games and card games. As of March 2025, Asmodee had 23 studios and has over 400 IPs, with a presence in over 100 countries. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in our 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 ----------- ------ -------- ----- Asmodee Group AB LT IDR BB- Affirmed BB- senior secured LT BB(EXP) Expected Rating RR3 senior secured LT BB Affirmed RR3 BB =========== T U R K E Y =========== [] Fitch Affirms 'BB-' LT IDR on Four Turkish Bank Subsidiaries --------------------------------------------------------------- Fitch Ratings has affirmed four Turkish non-bank financial institutions' (NBFI) Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-'. Their National Ratings have been affirmed at 'AA(tur)' with Stable Outlooks. The affected entities are Deniz Finansal Kiralama A.S. (Deniz Leasing), Alternatif Finansal Kiralama A.S. (Alternatif Leasing), QNB Finansal Kiralama A.S. (QNB Leasing) and QNB Faktoring A.S. (QNB Faktoring). All Outlooks on the Long-Term IDRs are Stable, mirroring those on Denizbank A.S. (BB-/Stable), Alternatifbank A.S. (BB-/Stable) and QNB Bank Anonim Sirketi (BB-/Stable), the companies' respective parents. Key Rating Drivers Support-Driven Ratings: The NBFIs' Long-Term IDRs are equalised with those of their respective parents, reflecting Fitch's view that they are core and highly integrated subsidiaries. Fitch does not assess the subsidiaries' intrinsic strength as all four companies are highly integrated within their respective parents and their franchises rely heavily on their parents. The ratings are underpinned by potential shareholder support but capped at 'BB-' by their respective parents' Long-Term Foreign-Currency IDRs. Highly Integrated Subsidiaries: The ratings of the leasing and factoring subsidiaries reflect their full or majority ownership by their respective parent banks, shared branding and high integration into their banking groups' risk and IT systems. They source most of their board members, senior management and underwriting practices from their parent banks. Their ratings incorporate the broader groups' reputational risk of default. High Support Propensity: The cost of support for the relevant parent banks would be limited as the subsidiaries are small compared with their parents and their assets usually do not exceed 3% of the group total. This, together with other support factors listed above, means the parents' propensity to support remains very high. However, the ability to support is limited by the respective parents' creditworthiness, as reflected in their ratings. National Ratings Stable: All four companies' National Ratings and Outlooks are equalised with their respective parents'. The affirmation of the National Ratings reflects its view that their creditworthiness in local currency relative to that of other Turkish issuers remains unchanged. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The subsidiaries' Long-Term Foreign- and Local-Currency IDRs are sensitive to a downgrade of their respective parent's IDRs. A downgrade in the parents' National Ratings would also be likely mirrored in the respective subsidiaries' ratings. The ratings could be notched down from their respective parents' ratings on a material deterioration in the parents' propensity or ability to support, or if the subsidiaries become materially larger relative to the respective banks' ability to provide support. The ratings could also be notched down from their respective parents' if the subsidiaries' strategic importance is materially reduced through, for example, a substantial decline in business referrals, weaker operational and management integration, reduced ownership, or a prolonged period of underperformance. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of the respective parents' ratings or a revision of the Outlooks to Positive would be reflected in the subsidiaries' ratings and Outlooks. Public Ratings with Credit Linkage to other ratings The ratings are driven by support from their respective parent banks. ESG Considerations All four companies have an ESG Relevance Score of '4' for Management Strategy, in line with their respective parents'. This reflects the high regulatory burden on most Turkish banks. Management's ability to determine strategy is constrained by regulations and creates an additional operational burden for the respective parent banks. The alignment reflects Fitch's view of high integration of the entities within their respective parent banks'. This has a negative impact on their credit profiles and is relevant to their ratings in conjunction with the other factors. Unless otherwise stated, the highest level of ESG credit relevance, if present, is a score of '3'. This means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or to 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 ----------- ------ ----- QNB Finansal Kiralama A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Shareholder Support bb- Affirmed bb- Alternatif Finansal Kiralama A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Shareholder Support bb- Affirmed bb- QNB Faktoring A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Shareholder Support bb- Affirmed bb- Deniz Finansal Kiralama A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Shareholder Support bb- Affirmed bb- =========================== U N I T E D K I N G D O M =========================== COMET BIDCO: S&P Withdraws 'B-' Issuer Credit Rating ---------------------------------------------------- S&P Global Ratings withdrew its 'B-' issuer credit rating on Comet Bidco Ltd. and its 'B-' issue rating on the senior secured debt issued by Comet Bidco. The outlook was positive at the time of the withdrawal. This follows the refinancing of Comet Bidco's capital structure with a private credit facility and full repayment of its rated debt. EALBROOK MORTGAGE 2025-1: Moody's Assigns Ba2 Rating to Cl. E Notes ------------------------------------------------------------------- Moody's Ratings has assigned definitive ratings to Notes issued by Ealbrook Mortgage Funding 2025-1 PLC: GBP292.91M Class A mortgage backed floating rate notes due September 2067, Definitive Rating Assigned Aaa (sf) GBP13.82M Class B mortgage backed floating rate notes due September 2067, Definitive Rating Assigned Aa3 (sf) GBP7.32M Class C mortgage backed floating rate notes due September 2067, Definitive Rating Assigned A3 (sf) GBP5.70M Class D mortgage backed floating rate notes due September 2067, Definitive Rating Assigned Baa3 (sf) GBP5.70M Class E mortgage backed floating rate notes due September 2067, Definitive Rating Assigned Ba2 (sf) GBP6.51M Class X fixed rate notes due September 2067, Definitive Rating Assigned B1 (sf) RATINGS RATIONALE The Notes are backed by a static pool of predominantly owner-occupied non-conforming UK residential mortgage loans originated and serviced by Bluestone Mortgages Limited ("Bluestone"; NR). This transaction represents the third securitisation of the originator that is rated by us. Bluestone Mortgages Limited launched in 2015, is a specialist UK lender active in the owner occupied mortgage market, specialising in borrowers with complex credit. On the closing date Bluestone will sell the portfolio to Ealbrook Mortgage Funding 2025-1 PLC. The portfolio of assets amount to approximately GBP325.5 million as of October 31, 2025, being the pool cut-off date. The total credit enhancement for the Class A Notes will be 11.40%. The proceeds of the Class A - Class E Notes (the collateralised Notes) will be used to purchase the portfolio. The rating is primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. According to us, the transaction benefits from various credit strengths such as a granular portfolio, and two amortising reserve funds (a general reserve fund sized at 1.4% of the Class A-E minus the liquidity reserve fund balance, and a liquidity reserve fund sized at 1.4% of the Class A-B Notes). The general reserve fund provides credit enhancement for Classes A-E and will stop amortising if the Notes are not called on the first optional redemption date, or if the cumulative defaults exceed 5.0% of the aggregate balance on the closing date. The liquidity reserve fund provides liquidity support for Classes A-B and is available to cover senior expenses. Moody's notes that the transaction features some credit challenges, such as an unrated servicer. Various mitigants have been included in the transaction structure such as a back-up servicer facilitator which is obliged to appoint a back-up servicer if the servicer's appointment is terminated, an independent cash manager, the benefit of approximately 2.9 months of liquidity provided by the reserve funds and estimation language in case no servicer report is available. Moody's determined the portfolio lifetime expected loss of 2.5% and Aaa MILAN Stressed Loss of 10.7% related to borrower receivables. The expected loss captures Moody's expectations of performance considering the current economic outlook, while the MILAN Stressed Loss captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults and MILAN Stressed Loss are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate RMBS. The portfolio expected loss is 2.5%: in line comparable transactions in the UK Non-Conforming RMBS sector and has been determined by considering (i) the portfolio characteristics including the weighted average current loan-to-value (CLTV) of 68.8%; (ii) the high percentage of loans in arrears in the portfolio; (iii) benchmarking with similar securitised portfolios; and (iv) the current macroeconomic environment in the UK. The MILAN Stressed Loss for this pool is 10.7%; in line with comparable transactions in UK Non-Conforming RMBS sector. It takes into account (i) the current LTV of 68.8% which is higher than the sector average; (ii) borrower characteristics such as 24.2% self-employed and 9.4% help to buy; (iii) prior adverse credit such as 24.4% of primary borrowers with CCJs and 7.7% of primary borrowers with IVA and (iv) the high portion of loans in arrears at 10.9% and high portion of restructured loans at 12.0%. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Factors that would lead to an upgrade of the ratings include: (i) significantly better than expected performance of the pool together with an increase in credit enhancement of Notes; or (ii) a deleveraging of the capital structure. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of (a) servicing or cash management interruptions and (b) the risk of increased swap linkage due to a downgrade of a swap counterparty ratings; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. PEOPLECERT WISDOM: Moody's Rates New EUR300MM Sr Sec. Notes 'B2' ---------------------------------------------------------------- Moody's Ratings has assigned a B2 instrument rating to the new EUR300 million backed senior secured notes due 2031 issued by PeopleCert Wisdom Issuer plc., a subsidiary of PeopleCert Wisdom Limited (PeopleCert, or the company). Concurrently Moody's have affirmed PeopleCert's B2 long-term corporate family rating and its B2-PD probability of default rating. The outlook on both entities has been changed to stable from negative. The rating action follows the issuance of the new backed senior secured notes to refinance the existing EUR300 million backed senior secured notes due 2026, for which the B2 instrument rating will be withdrawn on completion. The change of the outlook to stable reflects the company's improved liquidity having addressed its near term debt maturity. On October 31, 2025 PeopleCert completed the acquisition of City & Guilds' commercial awarding and skills training activities (C&G), which was funded mainly through additional debt. RATINGS RATIONALE PeopleCert's B2 CFR reflects the company's (1) leading market positions of the combined business in corporate, IT and vocational certifications; (2) vertically integrated business model, which supports high profitability and good free cash flow (FCF); (3) the complementary position of C&G with substantial potential for revenue and cost synergies and efficiency gains; and (4) increased revenue diversity following the C&G acquisition, with the additional of vocational qualifications across a wide range of sectors. Conversely, the CFR is constrained by (1) integration risks from the acquisition of C&G, more than doubling group revenues, with transformation from a charitable to a commercial organisation; (2) weak trading of PeopleCert in the current year due to migration pressures and tariff-driven pressures on investment; (3) threats of disruption from AI and from changes to UK course structures and funding; and (4) degree of key man risk and concentration of power in the founder and CEO. C&G represents an attractive and complementary asset for PeopleCert with the opportunity to integrate its assessment and awarding functions with PeopleCert's technology platform. The acquisition broadens the offer of the combined group with C&G's technical and vocational qualifications adding to the existing focus on business, IT and languages. There are also substantial opportunities for synergies and cost savings. Moody's also considers the integration risk as relatively high: C&G is larger than PeopleCert in terms of revenue and the shift from a charitable entity to a commercially focused enterprise brings risks as well as opportunities. The acquisition was financed through a combination of GBP130 million sterling equivalent new term loan and from existing cash. The transaction relevers the company's balance sheet, with Moody's-adjusted debt / EBITDA of 6.4x, as at September 2025 pro forma for the transaction, excluding potential synergy and cost savings. Moody's expects the company's leverage to reduce to around 5 – 5.5x over the next 12-18 months through moderate organic growth, synergies and cost savings, and also from possible debt prepayments. Moody's expects the company to remain solidly cash generative, with Moody's-adjusted free cash flow / debt in the mid to high single digit percentages. The company has a good track record of rapid deleveraging after its acquisition of AXELOS in 2021. PeopleCert's recent trading performance negatively affects its rating position. The company reported declining revenues and EBITDA for the nine months ended September 2025. This reflected lower levels of corporate investments as a result of uncertainties over trade tariffs and slowing economic growth, as well as pressures to reduce immigration in UK and other countries affecting language certification. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. ESG CONSIDERATIONS ESG considerations were a key driver of this rating action. PeopleCert has addressed the short term maturities of a large proportion of its debt and hence improved its liquidity. The large debt-funded acquisition of C&G significantly increases leverage, which is partly mitigated by the company's strong record of deleveraging following the acquisition of AXELOS in 2021. PeopleCert's has low credit exposure to environmental risks, considering its focus mainly on the provision of examinations and certifications. The company's social risks mainly relate to its need to attract and retain highly skilled personnel. PeopleCert is well positioned to benefit from the continuously growing demand for skilled employees across different industries. RATING OUTLOOK The stable outlook reflects Moody's expectations that the company will stabilise trading performance in 2026, and successfully integrate C&G, leading to leverage reducing towards 5-5.5x over the next 12-18 months. It also assumes that there are no further material debt-financed acquisitions and that liquidity remains at least adequate. LIQUIDITY PROFILE PeopleCert's liquidity is good, supported by an undrawn super senior revolving credit facility (RCF) of EUR50 million available until 2030, alongside opening cash at September 2025, pro forma for the transaction, of GBP72 million. Moody's expects the company to generate Moody's-adjusted free cash flow of around GBP30 million annually. PeopleCert's business has very limited seasonality in its cash flow and moderate working capital needs. STRUCTURAL CONSIDERATIONS The B2 instrument rating of PeopleCert's EUR300 million backed senior secured notes is aligned with the CFR, despite the priority position the senior secured RCF because of its modest size. There is a comprehensive security package that includes share pledges, intragroup receivables, bank accounts and floating charges over the company's IP. The notes further benefit from guarantees by material subsidiaries which will represent 93% of consolidated EBITDA at closing of the refinancing. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could occur if the company returns to sustainable positive organic growth in revenues and EBITDA and if C&G is successfully integrated without operational disruption. An upgrade would also require the company's Moody's-adjusted Debt/EBITDA to decrease sustainably below 4.5x; and for Moody's-adjusted FCF/debt to exceed 10% on a sustainable basis; and for good liquidity to be maintained. Downward pressure on the ratings could develop if PeopleCert fails to grow its revenue, exam volumes decline sustainably or profitability significantly decreases; or if there are operating challenges in the integration of C&G. A downgrade could also arise if the company's Moody's-adjusted Debt/EBITDA does not reduce sustainably below 6x; or if Moody's-adjusted Free Cash Flow/Debt sustainably declines below 5%; or if liquidity weakens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. PeopleCert's B2 rating is two notches below the scorecard-indicated rating of Ba3. This reflects the releveraging effect from the C&G transaction as well as from the company's weaker trading performance in 2025 to date. COMPANY PROFILE PeopleCert, founded in 2000, is a global leader in the education and assessment industry. Its portfolio includes brands such as ITIL for IT Operations and Digital Transformation, PRINCE2 for Project, Programme and Portfolio Management, DevOps Institute for DevOps and IT, and LanguageCert for English language qualifications. The company delivers its portfolio across 200+ countries, 50,000 corporations (82% of the Fortune 500) and 800 government organisations, through a network of 2,500 partners, more than 3,000 recognising institutions, and a proprietary online invigilation platform. The Company is owned by the current CEO and majority-owner (80% of share capital) Byron Nicolaides and is headquartered in the UK, with a minority shareholder, FTV Capital (20%). During the financial year ended December 31, 2024, the company generated GBP121 million of revenue and a company-adjusted EBITDA of GBP70 million. City & Guilds is UK market leader in qualifications, assessment and training, focused on vocational training. It serves around one million learners annually across over 20 industries through more than 5,000 approved training partners. The acquisition perimeter generated GBP153 million of revenue and GBP12 million of EBITDA in the year ended August 2024. TRAVEL CORPORATION: Fitch Affirms BB- Long-Term IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed the Long-Term Issuer Default Rating (IDR) of The Travel Corporation Group Ltd. (TTC) at 'BB-' and its senior secured rating for the USD650 million senior secured term loan at 'BB' with a Recovery Rating of 'RR3'. TTC's subsidiary, Horizon U.S. FinCo, L.P., is one of the borrowers. The ratings reflect performance that broadly aligns with Fitch's rating case, and expectations of maintained prudent budget discipline and financial policy over the forecast period. The Stable Outlook reflects Fitch's view that core customer cohorts for TTC's pillar business segments are less sensitive to short-term macroeconomic uncertainties. TTC's IDR balances a relatively weak business profile for the rating with a conservative financial profile, and it also considers execution risks related to ongoing operational and commercial improvements. The IDR does not incorporate any sizeable debt-funded M&A; its impact on the credit profile will be assessed if the transaction occurs. Key Rating Drivers Business Model Challenges Being Addressed: TTC's management puts significant effort in addressing relative operational inefficiencies, including those related to sales channels and brand differentiation. Fitch views higher brand differentiation positively, given that three recognized brands—Trafalgar, Uniworld, Contiki—are already in TTC's portfolio. At the same time, Fitch acknowledges execution risks for some operational efficiency improvements. As a result, Fitch expects limited EBITDA margin improvement over the forecast period. Financial Policy Key for Rating: Fitch does not incorporate dividends or sizeable debt-funded M&A in its forecast assumptions. Maintaining a conservative leverage policy supports the IDR at its current level, with 2025 year-end EBITDA leverage expected at about 3.7x. That is slightly above the negative leverage sensitivity for the rating, but Fitch expects leverage to improve to about 3.3x in 2026 and about 2.7x in 2027. However, Fitch sees limited headroom for financial policy flexibility. Large cash upstreaming to shareholders that could turn FCF negative, or a material debt-funded acquisition that could jeopardize the current deleveraging path could render the financial profile no longer commensurate with TTC's current rating. Small Scale, Niche Positioning: TTC's market share in the highly fragmented global tourism industry is small compared to higher and similarly rated peers. Modest scale pressures the business profile but is partially offset by TTC's strong positions in its tourism segment, and benefits from solid brand recognition in those niches. Fitch considers TTC the 3rd or 4th largest player in its core segments such as 55+ guided tours and luxury cruise segments. Customer Demographics Support Growth: TTC primarily focuses on offering tours and cruises to customers predominately from the U.S. and Australia travelling to Europe, and most of its brands target people 55 and older. An aging population in core feeder markets supports demand growth, and the resilient financial standing of core clientele supports a predictable spending profile reduces volatility across the economic cycle. Both factors contribute to higher visibility of market growth over the medium to long term. Profitability Under Temporary Pressure: Its forecast assumes a 170 bp year-on-year decline in EBITDA margin for 2025, which offsets revenue growth and reduces EBITDA to around USD180million from around USD200 million in 2024. Fitch expects the margin to recover by 70 bp in 2026 and to exceed 2024 levels only in 2027. Fitch's forecasts reflect caution about the speed and efficiency of the operating turnaround under the new management compared with the company's own projections and acknowledges the long-term impact of the identified value-creation plan on the sustainability of TTC's business model. Positive Free Cash Flow Generation: TTC was able to generate strong FCF in recent years, with double-digit margins in 2023-2024, due to low capital intensity absent new cruise ship construction. Large capex in 2025 related to the active resumption of a ship construction pipeline will lead to negative FCF in Fitch's forecast. However, Fitch expects the FCF margin to normalize at mid-to-high single digits from 2026 onwards, when the capex program normalizes. Growing but Cyclical Demand: TTC operates in the travel industry, which benefits from secular demand growth but remains inherently cyclical. In addition, its revenue and profitability are sensitive to exogenous events like terrorism, geopolitical conflicts, and pandemics. As an intermediary within this industry, changes in airlines, hotels, and transportation companies may also influence TTC's revenue. These risks are factored into TTC's ratings by lowering its debt capacity compared with peers operating in less volatile sectors. Peer Analysis TTC is materially smaller in scale and market position in the travel market than Expedia Group, Inc. (BBB/Stable), which is one of the largest online travel agents globally. Material differences in business profile, as well as TTC's higher leverage and weaker financial flexibility drive the four-notch difference in ratings. TTC is also rated one notch lower than TUI AG (BB/Stable), a Germany-based diversified integrated tour operator that focuses on European markets. TUI AG is considerably larger, has stronger diversification and greater financial flexibility and access to capital, which drives the difference in ratings. TTC's cruise segment represented by Uniworld river cruises is comparable with TUI Cruises GmbH (BB/Stable), Royal Caribbean Cruises Ltd. (BBB/Stable) and Carnival Corporation (BBB-/Stable), although there are few differences. Carnival, Royal Caribbean and TUI Cruises specialize primarily in ocean cruises, which are operated by larger vessels and offer a wide range of amenities and entertainment options. From the operational standpoint, river cruises are dependent on river water levels, which may affect ships' ability to sail, and availability of docking rights in popular cities. TUI Cruises, Royal Caribbean and Carnival all are materially larger than TTC and present across multiple brands and customer segments. TTC is rated one notch lower than TUI Cruises as its slightly lower leverage doesn't fully offset smaller scale and greater execution risks. Fitch’s Key Rating-Case Assumptions - Low single digit revenue growth in 2025, accelerating to mid-single digits in 2026-2027 driven by new ship additions and stabilization of Touring segment demand; - EBITDA margin reduction to from 14.4% in 2024 to 12.7% in 2025 as a result of greater marketing spending and contribution margin sacrifices, improvement to 13.4% in 2026 and 15.2% in 2027; - One-off cash costs related to business improvement initiatives of around USD90 million in 2025; - Capex of USD103 million in 2025; moderating to USD55 million in 2026 and USD20 million thereafter - RCF remains undrawn over 2025-2028; - Deferred consideration payments of USD10 million a year (paid over five years); - No debt-funded M&A or dividends. Recovery Analysis Fitch rates the USD650 million senior secured term loan, following its generic approach for 'BB' category issuers. The term loan is rated 'BB'/RR3, one notch higher than TTC's IDR, reflecting a lower collateral quality in an asset-light business model compared with other senior secured instruments, for which Fitch gives two-notch instrument rating uplift. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Business disruptions from execution of commercial and operational improvement initiatives or smaller-than-expected benefits, leading to EBITDA remaining below USD200 million; - EBITDA leverage above 3.5x on a sustained basis; - EBITDA interest coverage below 3.5x on a sustained basis; - No visibility of FCF margin improvement to mid-single digits. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful execution of commercial and operational improvement initiatives, leading to retaining or improving market position, and revenue and profit growth; - EBITDA leverage below 2.5x on a sustained basis, supported by a consistent financial policy with committed leverage target; - FCF margin in high single digits. Liquidity and Debt Structure At end-2025, Fitch forecast TTC to have sound liquidity position with around USD180 million of Fitch-calculated cash and fully undrawn USD225 million RCF. Fitch assumes there is some pressure on liquidity in 2025 from negative FCF, but going forward expect the liquidity to be further supported by positive and growing FCF over 2024-2028. Under new capital structure, near-term debt maturities are limited only to 1% annual amortization under the USD650 million term loan, putting little pressure on operating cash flows but resulting in highly concentrated maturities that will likely require refinancing of TTC's full debt quantum as term loan approaches maturity. Issuer Profile The Travel Corporation operates in a niche market of escorted European tours for the 55+ demographic from the U.S. and Australia. TTC also runs a small luxury river cruise company, Uniworld, with 17 cruise ships. Criteria Variation Fitch's Country-Specific Treatment of Recovery Ratings Criteria does not have a country group for Guernsey, where TTC generates most of its EBITDA. Fitch considered Guernsey as Group A, in line with our treatment for UK and France, as Fitch believes there are similarities in terms of courts view on contractual creditor ranking and insolvency procedures. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in our 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 ----------- ------ -------- ----- Horizon U.S. FinCo, L.P. senior secured LT BB Affirmed RR3 BB The Travel Corporation Group Ltd. LT IDR BB- Affirmed BB- ********* 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. 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