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251231.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 Wednesday, December 31, 2025, Vol. 26, No. 261 Headlines A Z E R B A I J A N STATE OIL: S&P Alters Outlook on 'BB' Rating to Positive B E L G I U M SARENS BESTUUR: S&P Withdraws 'B+' Issuer Credit Rating F R A N C E SI GROUP: Completes Recapitalization, Cuts Debt by $1.7 Billion G E O R G I A SILKNET JSC: Fitch Hikes LongTerm IDR to BB-, Outlook Stable G E R M A N Y SC GERMANY 2023-1: DBRS Confirms BB(high) Rating on Class F Notes G R E E C E PIRAEUS FINANCIAL: Moody's Withdraws 'Ba1' Issuer Rating I R E L A N D CAPITAL FOUR VI: Fitch Assigns B-sf Rating to Class F-R Notes DRYDEN 48 EURO: Fitch Assigns B-sf Rating to Class F-RR Notes K A Z A K H S T A N AB KAZAKHSTAN: Fitch Affirms 'B+' Long-Term IDRs, Outlook Stable L U X E M B O U R G ADECOAGRO SA: Moody's Lowers CFR to B2, Alters Outlook to Stable CPI PROPERTY: Moody's Lowers CFR to Ba2, Alters Outlook to Stable WEBPROS INVESTMENTS: Fitch Withdraws 'B+' LongTerm IDR N E T H E R L A N D S JUBILEE PLACE 4: DBRS Hikes Class E Notes Rating to BB S P A I N CAIXABANK CONSUMO 7: DBRS Finalizes BB(high) Rating on D Notes SEASHELL BIDCO: Fitch Assigns 'B' Long-Term IDR T U R K E Y VESTEL ELEKTRONIC: Fitch Lowers LongTerm IDR to CCC+ U N I T E D K I N G D O M BCP V MODULAR: Moody's Lowers CFR to B3, Alters Outlook to Stable DAILY MAIL: Fitch Puts BB+ LongTerm IDR on Watch Negative DBMS 2025-1: DBRS Gives Prov. BB Rating to Class E Notes LEON RESTAURANTS: Quantuma Appointed as Joint Administrators LOVELACE 01: DBRS Gives Prov. B Rating to Class F Notes PETROFAC SERVICES: Teneo Financial Appointed as Administrators SPINNAKER TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable UK LOGISTICS 2024-2: DBRS Confirms BB Rating on Class E Notes VEDANTA RESOURCES: Fitch Affirms 'B+' IDR, Alters Outlook to Pos. VITRINE GLAZING: Quantuma Appointed as Administrators - - - - - =================== A Z E R B A I J A N =================== STATE OIL: S&P Alters Outlook on 'BB' Rating to Positive -------------------------------------------------------- S&P Global Ratings revised to positive its outlook on the 'BB' rating on the State Oil Company of Azerbaijan Republic (SOCAR). S&P said, "The positive outlook on SOCAR reflects the possibility that we could upgrade the company if Azerbaijan's creditworthiness improved and SOCAR's credit metrics and financial policy remained commensurate with a 'bb-' stand-alone credit profile (SACP). "On Dec. 5, 2025, we revised to positive from stable our outlook on the 'BB+' long-term sovereign credit rating on Azerbaijan. "We subsequently withdrew our ratings at the issuer's request. "We see a very high likelihood that the State Oil Company of Azerbaijan Republic (SOCAR) would receive government support and therefore we revised to positive our outlook on the 'BB' rating on SOCAR. "The positive outlook on SOCAR follows the similar action on our sovereign rating on Azerbaijan, and reflects several factors." First, tensions between Azerbaijan and Armenia have eased materially as a result of progress toward peace and defense-spending cuts in the 2026 budgets of both countries. This shift has reduced the risk of renewed conflict and, if sustained, is likely to support investor confidence and facilitate stronger medium-term growth by improving regional trade and transport links across the South Caucasus. Azerbaijan maintains exceptionally strong fiscal and external buffers, supported by very large assets managed by the State Oil Fund of the Republic of Azerbaijan (SOFAZ). The sustained net general government asset position and low public debt provide significant shock-absorption capacity and help the economy mitigate hydrocarbon price volatility, supporting macroeconomic stability. S&P said, "We foresee Azerbaijan's credit fundamentals improving over the medium term if geopolitical risks recede and fiscal buffers are preserved. While a formal peace treaty has yet to be finalized, recent commitments and early implementations mark the most constructive phase in bilateral relations in decades, and could improve the investment environment and raise growth potential. "On Nov. 12, 2025 we raised our rating on SOCAR to 'BB' from 'BB-', following our revision to SOCAR's SACP to 'bb-' from 'b'. This was a result of a material improvement in SOCAR's financial policy transparency and disclosure levels, improving our clarity about the company's performance. SOCAR is fully owned and controlled by the government of Azerbaijan and we see a very high likelihood of extraordinary support from the government if SOCAR were to face financial issues. Therefore, the recent improvement in the sovereign's credit quality, notably its financial capacity to support state-owned companies like SOCAR, boosts the company's own credit quality. "Rating upside in the next 12 months for SOCAR hinges on two main factors. The first would be a continuous improvement in Azerbaijan's creditworthiness, as this would indicate increasing financial capacity to support SOCAR if need be. The second is SOCAR's SACP remaining at least at 'bb-', as it is now, and the company's financial policy and credit metrics remaining commensurate with our thresholds. "We could revise the outlook to stable in the next 12 months if we no longer believe Azerbaijan's creditworthiness will improve, as a result of materially weakened fiscal balances. This could occur, for example, if oil production in the country declines more rapidly than expected as mature fields deplete, leading to lower hydrocarbon revenue and wider budget deficits. "A more aggressive financial policy, notably due to debt-financed acquisitions or investments, or deteriorating liquidity could lead us to revise SOCAR's SACP down to 'b+', and therefore reduce the likelihood of an upgrade to 'BB+', even if the creditworthiness of sovereign continued to improve." ============= B E L G I U M ============= SARENS BESTUUR: S&P Withdraws 'B+' Issuer Credit Rating ------------------------------------------------------- S&P Global Ratings withdrew all its ratings on Sarens Bestuur N.V. and its subsidiary Sarens Finance Co. N.V. at the issuer's request. S&P withdrew its 'B+' issuer credit rating on the company and its 'BB-' issue rating on the senior unsecured notes, which have been repaid. S&P rating outlook on the company was positive at the time of the withdrawal. =========== F R A N C E =========== SI GROUP: Completes Recapitalization, Cuts Debt by $1.7 Billion --------------------------------------------------------------- SI Group, a global developer and manufacturer of performance additives, process solutions, and chemical intermediates, on Dec. 23, 2025, announced the successful completion of a comprehensive recapitalization transaction supported by its lenders and equity partners. Through this transaction, SI Group has reduced its outstanding net indebtedness by approximately $1.7 billion (an over 80% reduction) and made amendments to its revolving credit facility, both of which materially enhance SI Group's financial and operational flexibility going forward. In addition, a new institutional ownership group has injected $150 million of junior capital, demonstrating their confidence in the company's long-term outlook. This investment will enable SI Group to fund the company's working capital needs, invest in key operational initiatives, and accelerate growth to serve the needs of its customers and business partners. "This recapitalization represents an important step for SI Group," said David Bradley, President and CEO of SI Group. "By reducing our debt and securing new investment, we have strengthened our financial foundation, allowing us to continue investing in growth, improving operational capabilities, and supporting our customers worldwide. We appreciate the partnership of our new institutional investors, whose commitment reflects confidence in our strategy and positions us for long-term success." SK Capital Partners, a private investment firm, acquired SI Group in October 2018 from the descendants of W. Howard Wright, who founded the company in 1906. Advisors Latham & Watkins LLP served as legal advisor, PJT Partners served as investment banker, AlixPartners LLP served as financial advisor to SI Group. Akin Gump Strauss Hauer & Feld LLP served as legal advisor and Lazard served as investment banker to an ad hoc group of the company's second-out term loan lenders. Baker Botts L.L.P. served as legal advisor to the company's pre-transaction equity holders. About SI Group SI Group is a global developer and manufacturer of performance additives, process solutions and chemical intermediates. SI Group solutions are essential to enhancing the quality and performance of countless industrial and consumer goods within plastics, rubber & adhesives, fuels & lubricants, oilfield, and pharmaceutical industries. SI Group's global manufacturing footprint includes 18 facilities on three continents, serving customers in 80 countries with 1,600 employees worldwide. On the Web: http://www.siigroup.com/ ============= G E O R G I A ============= SILKNET JSC: Fitch Hikes LongTerm IDR to BB-, Outlook Stable ------------------------------------------------------------ Fitch Ratings has upgraded Silknet JSC's Long-Term Issuer Default Rating (IDR) to 'BB-', from 'B+', with a Stable Outlook. Fitch no longer rates any debt issued by Silknet after the USD300 million senior unsecured notes were fully repaid. The ratings reflect Silknet's strong ties with its parent Silk Road Group Holding LLC (BB-/Stable), as the former guarantees the USD400 million Silkroad Eurobond, its stable market position as a strong number two telecoms operator in Georgia, and its positive free cash flow (FCF) generation. With most funding coming from the parent, external debt is small. Key Rating Drivers Strong Ties With The Parent: Fitch said, "We view ties between Silknet and its parent are strong, which allows us to equalise the ratings without application of the parent-subsidiary criteria. The company guarantees Silk Road's USD400 million Eurobond. The parent, on the other side, provides substantially all funding for Silknet, which we view as equally strong as providing a guarantee. Silkroad owns 95% of Silknet and intends to increase its shareholding." Entrenched Telecoms' Market Positions: Fitch said, "We expect Silknet to sustain its competitive positions in a highly consolidated but relatively stable and small market of 5.8 million mobile and 1.2 million internet retail customers. Georgia is predominantly serviced by Magticom and Silknet, two large operators, with Cellfie, the third largest, far behind and other smaller players holding just a fraction of the market. The Georgian communications regulator estimates that Silknet's revenue market shares were 35% in mobile and 34% in fixed broadband retail subsectors in 2Q25." 5G Spectrum Secured: Silknet managed to get sizable 5G spectrum in June 2025, which addressed its previous strategic disadvantage versus competitors. Fitch views Silknet as having reached broad spectrum parity with its peers. Cash Upstreamed To Parent: Fitch projects that Silknet will remain strongly cash flow generative, with most internally generated cash upstreamed to the parent. The company's EBITDA margins of above 55% and moderate capex requirements of below 25% of revenues propel its pre-dividend FCF margin close to 30%, solid for its rating level. Supportive Macroeconomic Environment: Fitch revised the Outlook on Georgia's sovereign 'BB' rating to Stable from Negative in November 2025 on higher international reserves, reduced external imbalances and solid growth prospects. The country's ratings continue to reflect heightened political uncertainty and geopolitical risksamong other factors. Peer Analysis Silknet's peer group includes emerging markets telecom operators Kazakhtelecom JSC (BBB-/Stable), Kcell JSC (BB+/Stable), Turkcell Iletisim Hizmetleri A.S. (BB-/Stable), Turk Telekomunikasyon A.S. (BB-/Stable), Uzbektelecom JSC (BB/Stable) and Telekom Srbija a.d. Beograd (B+/Positive). Silknet benefits from its established customer franchise and the wide network of a fixed-line telecoms incumbent, combined with a strong mobile business similar to Kazakhtelecom's and Turk Telecomunikasyon. However, the former is smaller in size and is only the second-largest telecoms operator in Georgia. Fitch’s Key Rating-Case Assumptions - Mid single-digit revenue growth on average in 2025-2028, with mobile rising ahead of broadband revenues - Fitch-defined EBITDA margin of 58% in 2025, with gradually declining 56%-54% margins in 2026-2028, with content cost amortisation and subscriber acquisition cost amortisation treated as operating cash expenses, reducing EBITDA and capex - Cash capex of below 25% including spectrum in 2025-2028 - FCF up-streamed to the parent RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Negative rating action on Silk Road if ratings continue to be equalised with the parent's - Weaker ties with the parent, mainly legal linkages but also in the event of weakening operating and strategic ties, suggesting that Silknet's IDR may be driven by its standalone credit profile (with a possibility of notching up for support), combined with: - Higher external debt at Silknet and external EBITDA net leverage rising above 3x on a sustained basis without a clear path for deleveraging in the presence of big FX risks, and a significant reduction in pre-dividend FCF generation driven by competitive or regulatory challenges Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Positive rating action on Silk Road if ratings continue to be equalised with the parent's - Weaker ties with the parent, especially legal linkages, suggesting the possibility of notching up from the group's consolidated credit profile combined with strong market leadership in key segments in Georgia while maintaining positive FCF generation, comfortable liquidity, improved corporate governance and low leverage Liquidity and Debt Structure Silknet paid off its USD300 million Eurobond, with substantially all new funding provided by Silk Road. Issuer Profile Silknet is the second-largest telecoms operator in Georgia, with over 30% market shares in mobile, broadband and pay-TV, supported by its incumbent fixed-line infrastructure across the country, with the exception of Tbilisi. Silknet is fully controlled by Silk Road. ============= G E R M A N Y ============= SC GERMANY 2023-1: DBRS Confirms BB(high) Rating on Class F Notes ----------------------------------------------------------------- DBRS Ratings GmbH took the following credit rating actions on the notes (collectively, the Notes) issued by SC Germany S.A., acting on behalf and for the account of its Compartment Consumer 2023-1 (the Issuer): -- Class A Notes confirmed at AAA (sf) -- Class B Notes upgraded to AA (high) (sf) from AA (sf) -- Class C Notes upgraded to AA (low) (sf) from A (high) (sf) -- Class D Notes confirmed at A (low) (sf) -- Class E Notes downgraded to BB (high) (sf) from BBB (low) (sf) -- Class F Notes confirmed at BB (high) (sf) The credit rating on the Class A Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the legal final maturity date. The credit ratings on the Class B Notes, Class C Notes, Class D Notes, and Class E Notes address the ultimate payment of interest, the timely payment of interest when most senior, and the ultimate repayment of principal by the legal final maturity date. The credit rating on the Class F Notes addresses the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the November 2025 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; and -- Current available credit enhancement to the Notes to cover the expected losses at their respective credit rating levels. The transaction is a securitization collateralized by a portfolio of fixed-rate unsecured amortizing personal loans granted without a specific purpose to private individuals domiciled in Germany and serviced by Santander Consumer Bank AG (SCB; the originator, seller, and servicer). The transaction closed in August 2023 with an initial portfolio of EUR 800 million and included an initial 12-month revolving period, which ended on the August 2024 payment date. Following the end of the revolving period, the Class A, Class B, Class C, Class D and Class E Notes started amortizing on a pro rata basis until August 2025 payment date, when the transaction switched to sequential amortization non-reversible after the breach of the cumulative net loss ratio trigger. Pursuant to the interest priority of payments, the Class F Notes started amortizing from the first payment date using available excess spread, with a target amortization schedule of 20 equal instalments to be paid after the replenishment of the liquidity reserve. Given that the liquidity reserve has not been replenished since March 2024, the Class F Notes have not amortized since. PORTFOLIO PERFORMANCE As of the November 2025 payment date, loans that were one to two and two to three months delinquent represented 0.3% and 0.5% of the portfolio balance, respectively, while loans that were more than three months delinquent represented 1.0%. Gross cumulative defaults amounted to 4.4% of the original portfolio balance, of which 1.7% recovered to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS maintained its base case PD and LGD assumption at 4.75% and 84.0%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior notes, over-collateralization of the outstanding collateral portfolio and Part 2 of the liquidity reserve (as defined in the next paragraph), provide credit enhancement. As of the November 2025 payment date, credit enhancement to the Class A, Class B, Class C, Class D increased since the last annual review to 28.2%, 22.5%, 16.5%, 10.7%, respectively from 25.4%, 20.5%, 15.3%, 10.1%, while the Class E and F credit enhancement decreased to 4.7% and 3.1% from 4.9% and 3.5%, respectively. The transaction benefits from an amortizing liquidity reserve with a target balance at 1.5% of the outstanding balance of the Notes which is replenished in two different positions in the interest waterfall: -- Part 1 has required amount equal to 1% of the Notes' outstanding amount with a floor amount of EUR 3,916,000 and can cover shortfalls in senior expenses, swap payments, and interest on the Class A Notes and, if not deferred, interest on the Class B through Class F Notes. -- Part 2 has a required amount defined as the difference between the required aggregate amount and Part 1 and can be used to clear the remaining shortfalls and any debit in the principal deficiency ledgers. The excess reserve amount could also cover items below the reserve replenishment, such as deferred interest on the junior notes and Class F Notes principal. Since March 2024 payment date the liquidity reserve was not at its target and consequently Class F Notes stopped amortizing. As of November 2025 payment date, the liquidity reserve outstanding amount was EUR 4.9 million, below its target at EUR 8.5 million. The credit rating upgrades on the Class B and C Notes follow the breach of the cumulative net loss ratio trigger and the sequential amortization of the notes, which has contributed to their increased credit enhancements. The Class E and F Notes do not benefit from the prorrata amortization any longer and their credit enhancements have decreased since the last credit rating action. The confirmation of the credit rating of the Class F Notes is commensurate with Morningstar DBRS credit rating on the Class F Notes addressing the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. A commingling reserve is also available to the Issuer if the rating of Santander Consumer Finance S.A. falls below the required credit rating or Santander Consumer Finance S.A. ceases to have direct ownership of at least 50% of the originator. The required amount is equal to the sum of (A) 1.5 times the scheduled collections for the next month and (B) 2.75% of the outstanding portfolio balance as at the preceding payment date. The Bank of New York Mellon, Frankfurt Branch acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. DZ BANK AG Deutsche Zentral-Genossenschaftsbank, Frankfurt am Main (DZ Bank) acts as the swap counterparty for the transaction. Morningstar DBRS Long Term Critical Obligations Rating of AA on DZ Bank and the downgrade provisions referenced in the hedging documents are consistent with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. =========== G R E E C E =========== PIRAEUS FINANCIAL: Moody's Withdraws 'Ba1' Issuer Rating -------------------------------------------------------- Moody's Ratings has withdrawn all outstanding ratings of Piraeus Financial Holdings S.A. (Piraeus Holdings), and has assigned new ratings to Piraeus Bank S.A. (Piraeus Bank). More specifically, Moody's have withdrawn the local and foreign currency long-term and short-term Ba1/NP issuer ratings, the (P)Ba1 long-term EMTN programme senior unsecured ratings, as well as the (P)Ba1 long-term EMTN programme subordinated ratings under Piraeus Holdings. The outlooks on Piraeus Holdings long-term issuer ratings was stable prior to their withdrawal. Moody's have also affirmed the Ba1 long-term subordinated rating on the outstanding Tier 2 notes (ISIN: XS2747093321 & XS2901369897), and the B1 (hyb) long-term preferred stock non-cumulative rating on the outstanding Additional Tier 1 (AT1) notes (ISIN: XS2354777265, XS3103647031 & XS3201977595) issued by Piraeus Holdings. These affirmed debt instruments have now been taken over by Piraeus Bank, via the issuer substitution clause as part of the universal succession resulting from the merger. Concurrently, Moody's have assigned local and foreign currency long-term and short-term Baa2/P-2 issuer ratings to Piraeus Bank, with a stable outlook for the long-term issuer rating of Baa2. All other existing ratings and assessments of Piraeus Bank remain unaffected by this rating action. RATINGS RATIONALE This rating action was triggered by the group's decision to simplify the holding and operating bank structure by carrying out a reverse merger between Piraeus Bank and Piraeus Holdings. The latter has ceased to exist as a legal entity on December 19, 2025, while all its creditors are now creditors of Piraeus Bank through their existing type of debt instruments and related priority of claims. Piraeus Bank as the surviving entity, is now listed on the Athens stock exchange and has assumed all outstanding liabilities of the group. It has become the parent company of the Group while retaining its license as a credit institution. MOODY'S ADVANCED LOSS GIVEN FAILURE (LGF) ANALYSIS DRIVES THE BANK'S DEBT RATINGS The Ba1 rating assigned to the bank's subordinated (Tier 2) debt is positioned at the same level as its Baseline Credit Assessment (BCA), and takes into account the bank's more junior liabilities that provide some level of protection to Tier 2 creditors. This is based on the bank's funding plans over the next 2 years, and Moody's LGF analysis. The B1 (hyb) rating assigned to the bank's non-cumulative preferred stock or AT1 capital instruments is positioned three notches below its BCA, and reflects the potentially higher losses that such creditors could sustain in a resolution scenario. STABLE RATING OUTLOOK The outlook for Piraeus Bank's long-term issuer ratings is stable, balancing its robust financial performance and very strong deposit franchise and liquidity, with some challenges regarding its asset quality and capital. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Over time, upward rating pressure could arise if the bank is able to sustain its resilient profitability and further reduce the stock of real-estate owned assets on its balance sheet, triggering an upgrade of its BCA. Conversely, Piraeus Bank's ratings could be downgraded in the event that there is any significant deterioration in NPE levels or recurring profitability, impacting its BCA. Any material weakening in the operating environment and in funding conditions, could also have a negative effect on the bank's ratings. A reduction in the bank's senior and subordinated liabilities could also negatively impact its issuer ratings and subordinated debt rating. The principal methodology used in these ratings was Banks published in November 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. ============= I R E L A N D ============= CAPITAL FOUR VI: Fitch Assigns B-sf Rating to Class F-R Notes ------------------------------------------------------------- Fitch Ratings has assigned Capital Four CLO VI DAC reset notes final ratings. RATINGS ACTION Rating Prior ------ ----- Capital Four CLO VI DAC A-1 XS2682068502 LT PIFsf Paid In Full AAAsf A-2 XS2682068767 LT PIFsf Paid In Full AAAsf A-R XS3239947651 LT AAAsf New Rating Additional Sub LT NRsf New Rating B XS2682068924 LT PIFsf Paid In Full AAsf B-R XS3239948204 LT AAsf New Rating C XS2682069146 LT PIFsf Paid In Full Asf C-R XS3239949517 LT Asf New Rating D XS2682069575 LT PIFsf Paid In Full BBB-sf D-R XS3239949863 LT BBB-sf New Rating E XS2682069732 LT PIFsf Paid In Full BB-sf E-R XS3239950101 LT BB-sf New Rating F XS2682070078 LT PIFsf Paid In Full B-sf F-R XS3239950366 LT B-sf New Rating X-R XS3239951091 LT AAAsf New Rating Transaction Summary Capital Four CLO VI DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes and to fund the portfolio with a target par of EUR400 million. The portfolio is actively managed by Capital Four CLO Management II K/S and Capital Four Management Fondsmæglerselskab A/S. The CLO has an about three-year reinvestment period and a seven-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch weighted average rating factor of the identified portfolio is 23.7. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 64%. Diversified Portfolio (Positive): The transaction includes one set of Fitch test matrices, effective at closing. The set includes two matrices with fixed-rate obligation limits of 5% and 10%, corresponding to a top 10 obligor concentration limit of 20%, and a seven-year WAL test covenant. The transaction also includes various concentration limits, including maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an about three-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash-flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant at the issue date, to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These include, among others, passing the coverage tests and the Fitch 'CCC' bucket limit test after reinvestment, as well as a WAL covenant that gradually steps down, before and after the end of the reinvestment period. These conditions would reduce the effective risk horizon of the portfolio in stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of no more than one notch for class C-R to E-R notes, to below 'B-sf' for class F-R notes and would have no impact on the class X-R, A-R and B-R notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of default and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio, the class B-R to F-R notes display a rating cushion of two notches while the class X-R and A-R notes have no rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches for the class B-R notes, two notches for the class A-R, C-R and D-R notes and to below 'B-sf' for the class E-R and F-R notes. The class X-R notes would be unaffected. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread to cover losses in the remaining portfolio. DRYDEN 48 EURO: Fitch Assigns B-sf Rating to Class F-RR Notes ------------------------------------------------------------- Fitch Ratings has assigned Dryden 48 Euro CLO 2016 DAC reset notes final ratings. RATING ACTIONS Dryden 48 Euro CLO 2016 DAC A-RR XS3238401999 LT AAAsf New Rating B1-RR XS3238402021 LT AAsf New Rating B2-RR XS3238402294 LT AAsf New Rating C-RR XS3238402377 LT Asf New Rating D1-RR XS3238402450 LT BBB-sf New Rating D2-RR XS3238402534 LT BBB-sf New Rating E-RR XS3238402617 LT BB-sf New Rating F-RR XS3238402708 LT B-sf New Rating Sub Notes XS3238402880 LT NRsf New Rating Transaction Summary Dryden 48 Euro CLO 2016 DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. On the issue date, the existing notes, except for the subordinated notes, were refinanced. The portfolio has a target par of EUR400 million. The portfolio is managed by PGIM Loan Originator Manager Limited and PGIM Limited. The collateralised loan obligation (CLO) has a 5.1-year reinvestment period and an eight-year weighted average life test (WAL) at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'. The Fitch-calculated weighted average rating factor (WARF) of the identified portfolio is 24.2. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the identified portfolio is 60.5%. Diversified Portfolio (Positive): The transaction includes various concentration limits, including a maximum of 40% to the three-largest Fitch-defined industries. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction includes two sets of Fitch matrices: one effective at closing and another effective 12 months after closing (24 months after closing if the WAL step-up condition is satisfied). Each set incorporates fixed-rate limits of 0% and 12.5%. All matrices are based on a top 10 obligor concentration limit at 23%. The closing matrix set corresponds to an eight-year WAL test while the forward matrix set corresponds to a seven-year WAL test. A switch to the forward matrix is subject to conditions that the aggregate collateral balance (ACB; with defaulted obligations carried at Fitch collateral value) is at least at the reinvestment target par amount (RTPA). Once the transaction has switched to the forward matrix set, the transaction cannot switch back to the closing matrix set. The transaction has an approximately 5.1-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. WAL Test Step-up Condition (Neutral): The transaction can step up the WAL test by one year on or after 12 months from closing but before 18 months from closing, subject to the satisfaction of the collateral quality tests based on the closing matrix set and the ACB (with defaulted obligations carried at Fitch collateral value) being at least at the RTPA. Following the step-up of the WAL, the closing matrix set will continue be the applicable matrix until 24 months have passed, while the forward matrix set can be applied subject to the aforementioned conditions. Cash Flow Modelling (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include passing the coverage tests and the Fitch 'CCC' bucket limitation test, and a WAL covenant that gradually steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade An increase of the mean default rate (RDR) by 25% and a decrease of the recovery rate (RRR) by 25% at all rating levels in the identified portfolio would have no impact on the class A-RR to D-1RR notes, but would lead to downgrades of no more than one notch each for the class D-2RR to E-RR notes and to below 'B-sf' for the class F-RR notes. Downgrades may occur if the build-up of the notes' credit enhancement following amortisation does not compensate for a larger loss expectation than assumed due to unexpectedly high levels of defaults and portfolio deterioration. The class B-RR to F-RR notes each have a rating cushion of up to three notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded, either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of three notches each for the class B-RR, C-RR and D-2RR debt, two notches each for the class A-RR and class D-1RR notes, and to below 'B-sf' for the class E-RR and F-RR notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A reduction of the mean RDR by 25% and an increase in the RRR by 25% at all rating levels in the Fitch-stressed portfolio would result in upgrades of up to three notches each for all notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread to cover losses in the remaining portfolio. =================== K A Z A K H S T A N =================== AB KAZAKHSTAN: Fitch Affirms 'B+' Long-Term IDRs, Outlook Stable ---------------------------------------------------------------- Fitch Ratings has affirmed AB Kazakhstan - Ziraat International Bank JSC's ("KZI Bank") Long-Term (LT) Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B+'. Fitch has also affirmed the bank's National LT Rating at 'BBB(kaz)'. The Outlooks are Stable. Key Rating Drivers KZI's LT IDRs and National LT Rating reflect potential support from Turkiye Cumhuriyeti Ziraat Bankasi Anonim Sirketi (Ziraat; BB-/Stable), the bank's parent, as captured by the 'b+' Shareholder Support Rating. High Support Propensity: Ziraat has a high propensity to support KZI, given its virtually full ownership, common branding, the high level of integration between the two banks, the low cost of potential support due to the subsidiary's small size and the former's record of equity support. However, Ziraat's ability to provide support to KZI is constrained by its 'BB-' LT Foreign-Currency IDR. One Notch Below the Parent: The one notch difference between KZI's and Ziraat's IDRs reflects the former's strategic importance but its non-core role for the group in a relatively small market. A potential divestment of KZI would not fundamentally alter the group franchise. No Viability Rating Assigned: KZI is a small bank, with total assets of USD0.6 billion as of end-3Q25. Its client base - on both sides of its balance sheet - mostly comprises Ziraat's group clients and other Turkish businesses operating in Kazakhstan. Fitch has not assigned KZI a Viability Rating because the bank is heavily reliant on its parent for new business origination and risk management, and as Ziraat's representatives are involved in all major decision-making at the subsidiary level. High Inflation, Tightened Retail Regulations: Kazakhstan's GDP increased by 4.8% in 2024, and Fitch expects economic growth to remain robust in 2025-2026 due to high oil production and solid investment. Headline inflation is likely to equal 12%-13% in 2025 (2024: 9%) and decline only modestly to about 10% in 2026, with upside risks from tax reforms, regulated-price adjustments and quasi-fiscal stimulus. Rapid retail lending expansion since 2021 has created overheating risks, while the continued regulatory tightening decelerates growth and mitigates credit risk. Adequate Loan Quality: Stage 3 loans decreased to 1.8% of gross loans at end-3Q25 (end-2023: 4.3%), mainly due to large corporate repayments. The total reserve coverage ratio also improved, to 1.2x at end-3Q25 (end-2024: 0.9x). Fitch said, "We expect the bank's loan performance to remain healthy in 2026 and 2027, although it will remain vulnerable due to high loan concentrations." Healthy Profitability: KZI reported KZT15.5 billion net income for 9M25, translating into a high annualised return on average equity (ROAE) of 23% (2024: 22%). The bank's bottom-line results are supported by wide margins, good operating efficiency (9M25 cost/income ratio: 18%) and limited loan impairment charges. Fitch said, "We expect the bank's ROAE to remain robust in 2026-2027." Large Loss-Absorption Buffer: The bank's Fitch Core Capital ratio was high, at 35% at end-3Q25 (end-2024: 31%), supported by strong profitability and the absence of dividend payments. The bank's regulatory common equity Tier 1 ratio was similarly high at 37% as of November 1, 2025. In Fitch's view, KZI's capital buffer allows for considerable loan growth in 2026-2027. Concentrated Customer Funding; Healthy Liquidity: KZI is deposit-funded (end-3Q25: 86% of total liabilities), about 76% of which comes from corporate clients. The bank's deposit base is highly concentrated by names due to its limited scale. This partly explains its heightened loan/deposit ratio of 105% at end-3Q25 (sector average: 84%). Fitch estimates KZI's liquidity buffer, mostly cash and cash equivalents, covered a significant 63% of customer deposits at end-3Q25. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade of KZI's IDR would require a multi-notch downgrade of Ziraat's LT Foreign-Currency IDR. KZI's ratings could also be downgraded if Ziraat's propensity to support its subsidiary weakens considerably. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Ziraat's LT Foreign-Currency IDR could result in an upgrade of KZI's IDR. Public Ratings with Credit Linkage to other ratings KZI's ratings are linked to Ziraat's IDRs. RATING ACTIONS Rating Prior ------ ----- AB Kazakhstan - Ziraat International Bank JSC LT IDR B+ Affirmed B+ ST IDR B Affirmed B LC LT IDR B+ Affirmed B+ Natl LT BBB(kaz) Affirmed BBB(kaz) Shareholder Support b+ Affirmed b+ =================== L U X E M B O U R G =================== ADECOAGRO SA: Moody's Lowers CFR to B2, Alters Outlook to Stable ---------------------------------------------------------------- Moody's Ratings downgrades to B2 from Ba2 Adecoagro S.A.'s corporate family rating and senior unsecured ratings. The outlook changed to stable from ratings under review. The rating action concludes the ratings under review for downgrade process which started when Adecoagro announced the acquisition of Profertil S.A., Argentina based fertilizer producer. The acquisition will increase Adecoagro's EBITDA generated in Argentina (Government of Argentina Caa1, stable) to, on average, 51% going forward, and a concentration in main assets (property, plant and equipment; investment properties; and goodwill) to over 70%. With Profertil's assets based in Argentina, despite the larger scale and diversification, the acquisition will make Adecoagro subject to the creditworthiness of the country and its foreign currency country ceiling of B2, and thus Adecoagro's ratings would need to reflect the risk that they share with the sovereign. After the conclusion of the deal Moody's expects Adecoagro's debt to approach $1.9 billion, from $1.3 billion as of June 2025, before the announcement of the deal. RATINGS RATIONALE Adecoagro together with ACA – Asociacion de Cooperativas Argentinas announced their interest to acquire a 50% share of Profertil (40% Adecoagro and 10% ACA) from Nutrien Ltd. (Baa2 stable) on September 8th, 2025. At the time YPF Sociedad Anonima (B2 stable), owner of another 50% in Profertil, had 90 days to indicate its right of first refusal. Since then Adecoagro announced it entered a deal to also buy the remaining stake in Profertil from YPF and on December 18th YPF's board announced it had completed the sale of their stake. Adecoagro now holds 90% of Profertil and ACA the remaining 10%. The deal will be funded with up to $600 million in debt, $300 million in equity, and cash for a total acquisition value of $1.1 billion. Even with the addition of new debt to fund the deal, when considering a full year of EBITDA from Profertil, gross leverage for Adecoagro should improve by the end of 2026 to 2.8x, compared to 3.9x in the last twelve months September 2025. But, in the meantime, after raising the new debt Moody's will observe a peak in leverage by Q4 2025 and Q1 2026, also influenced by weaker EBITDA year-over-year on Adecoagro's current portfolio, including sugar-ethanol in Brazil and the farming business in Argentina. The deal signals a more aggressive appetite for inorganic growth following the change in control to Tether Investments S.A. de C.V. To mitigate effects of the acquisition in Adecoagro's credit metrics, the company raised $300 million in equity including a contribution of $220 from Tether, demonstrating the support the new controlling shareholder has been indicating since it acquired control of Adecoagro. Profertil has a dominant position providing 60% of the granular urea needs of the Argentinean market with a production capacity of 1.3 million tons of granular urea per year and 790 thousand tons of ammonia. The production is in a single plant in the petrochemical region of Bahia Blanca, located in a port region and it has competitive access to productive inputs such as natural gas, which it buys mainly from YPF, and electricity. The acquisition of Profertil will increase business diversification with exposure to the fertilizer segment adding to the current portfolio of farming in Argentina and Uruguay (crops, rice, dairy) and sugar-ethanol in Brazil. Moody's believes Adecoagro revenues will increase to over $2 billion in 2026 from $1.4 billion in the last twelve months ended September 2025, and EBITDA to $681 million from $391 million in the same period. The stable rating outlook reflects Moody's expectations that Adecoagro will continue to benefit from its consistent sugarcane crushing capacity, consistent cash generation from the recently acquired fertilizer business in Argentina, which provide diversification to the farming business. The outlook also incorporates Moody's expectations that dividend payments and expansion investments will not jeopardize its adequate liquidity and leverage. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Ratings could be downgraded with a deterioration in the company's liquidity, profitability or credit metrics. Quantitatively, a downgrade could occur if its: Debt/EBITDA remains above 5.5x, EBITDA/interest expense remains below 2.5x, and Retained cash flow/net debt stays below 10%. The ratings could also be downgraded if the Government of Argentina's rating is downgraded. Adecoagro S.A., the group's ultimate parent company, is headquartered in Luxembourg. The Adecoagro group is primarily engaged in agricultural and agro-industrial activities through its operating subsidiaries in Brazil, Argentina and Uruguay. Adecoagro produces and commercializes sugar, ethanol and energy; and farming products such as soy, corn, wheat, rice, dairy and others. The principal methodology used in these ratings was Protein and Agriculture published in October 2025. Adecoagro's B2 rating is three notches below the Ba2 scorecard-indicated outcome by Moody's Protein and Agriculture methodology in the twelve months ended in September 2025. This considers the integration of Profertil increasing concentration of over 51% of EBITDA in Argentina and over 70% of main assets (property, plant and equipment; investment properties; and goodwill). Adecoagro's rating is limited at the level of Argentina's foreign currency country ceiling of B2, and it presents two notches above the Government of Argentina's bond rating of Caa1. CPI PROPERTY: Moody's Lowers CFR to Ba2, Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings has downgraded the long-term corporate family rating of CPI Property Group (CPI) to Ba2 from Ba1. Concurrently, CPI's senior unsecured ratings were downgraded to Ba2 from Ba1, the senior unsecured MTN rating to (P)Ba2 from (P)Ba1, the junior subordinated debt rating to B1 from Ba3 and its junior subordinated MTN rating to (P)B1 from (P)Ba3. Moody's have also downgraded CPI Hungary Investments Kft.'s backed senior unsecured rating to Ba2 from Ba1. The outlook on both entities has changed to stable from negative. RATINGS RATIONALE The downgrade reflects slower-than-expected deleveraging, as evidenced by an interest coverage ratio below the threshold for the previous Ba1 rating. While Moody's acknowledges positive rental growth, EBITDA generation was slightly weaker than anticipated, and asset disposals did not reduce debt as much as expected due to ongoing capital spending, which weighs on interest cover. Moody's recognizes disposal success, efforts to simplify the group structure, and improved capital markets access, supporting a stable outlook. The investment market environment improved in 2025 after prior uncertainty, easing pressure on balance sheet leverage. Occupancy and like-for-like rental growth indicate stable operating performance. Rental income and EBITDA growth should remain positive on a like-for-like basis in 2026. CPI continues to sell assets, though volumes may moderate in the next 12–18 months. Moody's notes that CPI has the potential to restore its credit profile at a higher level, facilitating visible improvements to financial metrics independent of hybrid issuance implications. CPI has been proactive in addressing refinancing needs, notably through the issuance of new hybrid instruments. The new type of hybrids receives equity credit under Moody's Hybrid Equity Credit methodology. While the hybrid issuances and bond exchanges improve financial metrics materially, Moody's sees them as a moderately positive only as the availability of deeply subordinated capital is offset by higher regular cash outflows. Moody's-adjusted Debt/Assets improved to 55.5% in H1 2025, including a first hybrid issuance, and will further improve to a low 50% number in 2026 with additional hybrid exchanges. Moody's expects CPI to use some cash to repay debt, while meaningful disposal proceeds will continue to fund acquisitions and developments. Operating growth and cost reductions should help to offset EBITDA losses from disposals. Net debt/EBITDA will improve to 13–15x, including a 2–3x positive hybrid impact. EBITDA/Interest should improve to 1.5–1.7x in 2026 from 1.4x in H1 2025, also largely contributed to hybrid exchanges. Moody's notes that hybrid coupons are considered as a regular, fixed and sizeable dividend on top of interest payments. More generally, CPI's business profile supports a higher rating. The company has a good market position with solid asset performance across several countries and asset types. Geographic and asset type diversity has helped to stabilise performance and enabled disposals. Further asset sales remain key to management's deleveraging plan. The company canceled 2025 shareholder payouts and will retain a smaller part of its operating cashflows post hybrids through an FFO-based payout policy going forward. Structural challenges currently exist from a sizeable minority interest of a large part of CPI's total asset base via CPI Europe and its investment in Globalworth. CPI aims to further simplify the corporate structure. RATIONALE FOR THE OUTLOOK The stable outlook reflects leverage improvement expectations, efforts around structural simplification, and improved capital markets access. Moody's expects the earnings and EBITDA performance to be positive on a like-for-like basis, positioning CPI solidly in the Ba2 category. Medium term, continued rental growth and asset disposals applied for debt reduction combined with an improved interest coverage ratio could result in renewed positive rating pressure. Moody's expects Moody's-adjusted Debt/Asset to be less of a rating driver in the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade could occur if -- Moody's-adjusted EBITDA/interest expense increases towards 2x, which includes an expected 0.3x-0.5x support from hybrid equity credit over time -- Moody's-adjusted Debt/Assets shows a downward trajectory, approaching the low-50% level, which includes an expected 7-10%-point support from hybrid equity credit over time -- CPI sustains rental growth and keeps good liquidity -- the company continues to deliver disposals or other measures to enable a more sustainable capital structure and interest cover A downgrade can occur if -- Moody's-adjusted Debt /Assets remains above 55% in 2026 and beyond, which includes an expected 7-10%-point support from hybrid equity credit over time -- Moody's-adjusted EBITDA/interest expense ICR sustains below 1.7x beyond 2026, which includes an expected 0.3x-0.5x support from hybrid equity credit over time -- Operating performance deteriorates -- Liquidity weakens or group structure complexity impacts financial flexibility LIQUIDITY Moody's expects CPI to maintain adequate liquidity over the next 12–18 months. As of September 2025, the company held EUR1.6 billion in cash and cash equivalents, including EUR655 million at CPI Europe. CPI has a fully undrawn EUR400 million revolving credit facility due in 2029. Together with estimated funds from operations of EUR250–300 million annually and disposal proceeds, CPI can cover EUR200–400 million in annual capital spending, acquisition activities, debt maturities, and shareholder returns. CPI has largely tackled its debt maturities for 2025. About EUR1 billion debt matures in 2026 and EUR1.5 billion in 2027. Moody's expects CPI to roll secured debt and repay some unsecured bonds if liquidity allows. The company has almost EUR5 billion in unencumbered income-producing property assets as of September 2025, supporting secured borrowing capacity, alongside land and development assets. Headroom under the ICR covenant remains moderate. STRUCTURAL CONSIDERATIONS The (P)Ba2 senior unsecured rating of the EMTN programme and the Ba2 rating of the senior unsecured notes issued under the programme are in line with CPI's Ba2 corporate family rating. The notes, which are issued by CPI, rank pari passu with all other existing and future senior unsecured obligations. Moody's expects CPI's majority class of debt to stay unsecured despite a reclassification of hybrids to equity. The (P)B1 junior subordinate rating of the EMTN programme and the B1 rating of the junior subordinate notes issued under the programme are two notches below CPI's senior unsecured rating, applying to both types of hybrids issued by the company. The two-notch rating differential reflects the deeply subordinated nature of the hybrid notes. While more than EUR7.7 billion real estate assets are held in CPI Europe that is controlled but not fully owned by CPI Property Group, it does not affect Moody's views the senior unsecured ratings of the issuer at this point given unsecured debt remains the majority of debt, CPI Europe's leverage is not materially different to the group, and most debt at CPI Europe is secured with most unencumbered assets at holding level. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was REITs and Other Commercial Real Estate Firms published in May 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 As of September 2025, CPI owned a diversified and good-quality real estate portfolio of EUR18 billion, focused on Central Europe. Annualized net rental income was about EUR756 million across mainly office, retail and residential assets, plus hotel operations income. CPI is listed on the Frankfurt Stock Exchange. Radovan Vitek holds about 88% of shares. WEBPROS INVESTMENTS: Fitch Withdraws 'B+' LongTerm IDR ------------------------------------------------------ Fitch Ratings has withdrawn Webpros Investments S.A R.L.'s Long-Term Issuer Default Rating (IDR) of 'B+' with Stable Outlook. Fitch has also withdrawn the senior secured rating of 'BB' with a Recovery Rating of 'RR2' on the first-lien senior secured term loan B jointly issued by Webpros and co-borrower, Webpros US BidCo Inc. The withdrawal follows the company's repayment of its entire rated debt with proceeds from newly issued private debt. Following the refinancing with private debt, Fitch would no longer have sufficient information on the company's capital structure, financial profile, future strategy and operations. Accordingly, Fitch will no longer provide analytical coverage or ratings for the company. Issuer Profile Webpros is a leading software provider. It develops widely used platforms such as cPanel and Plesk, which hosting providers rely on to manage over 85 million domains and 33 million users across approximately 900,000 servers, as of June 2025. RATING ACTIONS Rating Prior ------ ----- Webpros US Bidco Inc senior secured LT WD Withdrawn BB Webpros Investments S.A R.L. LT IDR WD Withdrawn B+ senior secured LT WD Withdrawn BB ===================== N E T H E R L A N D S ===================== JUBILEE PLACE 4: DBRS Hikes Class E Notes Rating to BB ------------------------------------------------------ DBRS Ratings GmbH took the following credit rating actions on the loans and notes issued by Jubilee Place 4 B.V. (JP4), Jubilee Place 5 B.V. (JP5), Jubilee Place 6 B.V. (JP6), and Jubilee Place 7 B.V. (JP7) (together the Issuers), as follows: JP4 -- Class A loan confirmed at AAA (sf) -- Class B notes confirmed at AA (high) (sf) -- Class C notes confirmed at A (high) (sf) -- Class D notes confirmed at A (low) (sf) -- Class E notes upgraded to BB (sf) from B (high) (sf) JP5 -- Class A loan confirmed at AAA (sf) -- Class B notes confirmed at AA (high) (sf) -- Class C notes confirmed at A (high) (sf) -- Class D notes confirmed at A (sf) -- Class E notes confirmed at A (low) (sf) -- Class F notes upgraded to A (low) (sf) from BB (high) (sf) The upgrades on the junior notes in JP4 and JP5 are driven by increased credit enhancement available to them. JP6 -- Class A notes confirmed at AAA (sf) -- Class B notes confirmed at AA (high) (sf) -- Class C notes confirmed at A (high) (sf) -- Class D notes confirmed at A (sf) -- Class E notes confirmed at BB (high) (sf) -- Class X1 notes upgraded to A (high) (sf) from BBB (sf) The upgrade on the Class X1 notes in JP6 is driven by the small tranche size due to its fast repayment and the availability of excess spread in the transaction. JP7 -- Class A notes confirmed at AAA (sf) -- Class B notes confirmed at AA (high) (sf) -- Class C notes confirmed at A (high) (sf) -- Class D notes confirmed at BBB (high) -- Class E notes downgraded to BB (low) (sf) from BB (high) (sf) -- Class X1 notes downgraded to BBB (high) (sf) from A (high) (sf) The downgrades on the Class E and X1 notes of JP7 are driven by the unusual high prepayments in the transaction, which resulted in a lower portfolio balance than expected. Given the presence of a swap with a preset notional balance, this resulted in high expected net swap payment from the Issuer, leading to lower available excess spread in the transaction. The credit ratings on the Class A loans/notes in all four transactions address the timely payment of interest and the ultimate payment of principal by the respective legal final maturity dates between 2059 and 2062. The credit ratings on the Class B Notes address the timely payment of interest once the most senior class and the ultimate repayment of principal on or before the respective final maturity dates. The credit ratings on the remaining classes of notes address the ultimate payment of interest and the ultimate repayment of principal on or before the respective final maturity dates. CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transactions and are based on the following analytical considerations: -- Portfolio performances, in terms of delinquencies, defaults, and losses, as of the September and October 2025 payment dates; -- Portfolio default rates (PD), loss given default (LGD), and expected loss assumptions on the remaining pools of receivables; and -- Current available credit enhancements to the rated loans and notes to cover the expected losses at their respective credit rating levels. The transactions are securitizations of mortgage receivables secured by buy-to-let (BTL) residential properties located in the Netherlands. The mortgage loans were originated by DNL 1 B.V. (De Nederlandse or DN), Dutch Mortgage Services B.V. (Nestr), and Community Hypotheken B.V. (Casarion) (together, the Originators) and were acquired by Citibank N.A., London Branch (Citibank, the Seller) before being sold to the Issuers. The Originators are specialized residential BTL real estate lenders operating in the Netherlands. They started their lending businesses in 2019 and operate under the mandate of Citibank, which defines most of the underwriting criteria and policies. PORTFOLIO PERFORMANCE The four portfolios are performing within Morningstar DBRS' expectations. As of the latest payment dates delinquencies were low, with 30-90 days, 90-180 days and 180+-day arrears ratios as follows: -- JP4: 1.1%, 0.0% and 0.2%, respectively; -- JP5: 0.8%, 0.0% and 0.0%, respectively; -- JP6: 0.6%, 0.2% and 0.0%, respectively; -- JP7: 1.6%, 0.0% and 0.0%, respectively. The cumulative default ratio remained at 0.0% for all four transactions. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pools of receivables of each transaction and updated its base case PD and LGD assumptions as follows: -- JP4: 2.9% and 10.5%, respectively; -- JP5: 3.2% and 11.6%, respectively; -- JP6: 2.9% and 10.9%, respectively; -- JP7: 3.3% and 10.3%, respectively. CREDIT ENHANCEMENT Credit enhancements to the rated loans and notes are provided in the form of subordination of junior-ranking notes. The credit enhancements continue to build up in line with the amortization of the notes. The transactions benefit from amortizing liquidity reserve funds (LRF) that can be used to cover shortfalls on senior expenses and interest payments on the Class A loans/notes, liquidity support to the Class B notes once most senior (only in JP6 and JP7), and also indirectly provides credit enhancement to the Class A loans/notes and all other classes of notes, as released amounts are part of the principal available funds. As of the latest payment dates, the LRFs in each transaction were at their respective target levels: -- JP4: EUR 2,922,384; -- JP5: EUR 4,064,466 ; -- JP6: EUR 3,038,050; and -- JP7: EUR 3,410,587. Citibank Europe plc - Netherlands Branch acts as the account bank for the Issuers. Based on Morningstar DBRS' private credit rating on the account bank, the downgrade provisions outlined in the transactions documents, and other mitigating factors inherent in the transactions' structures, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the loans and notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. BNP Paribas SA (in JP4) and Citibank Europe plc (in JP5, JP6 and JP7) act as the interest rate swap counterparties for the Issuers. Morningstar DBRS' public Long-Term Issuer Rating of AA (low) on BNP Paribas SA and public Long-Term Issuer Rating of AA (low) on Citibank Europe plc are consistent with the first credit rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS' credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Notes: All figures are in euros unless otherwise noted. ========= S P A I N ========= CAIXABANK CONSUMO 7: DBRS Finalizes BB(high) Rating on D Notes -------------------------------------------------------------- DBRS Ratings GmbH finalized the provisional credit ratings on the following notes (the Rated Notes) issued by Caixabank Consumo 7, FT (the Issuer): -- Class A Notes at AA (low) (sf) -- Class B Notes at A (low) (sf) -- Class C Notes at BBB (sf) -- Class D Notes at BB (high) (sf) -- Class R Notes at A (high) (sf) Morningstar DBRS does not rate the Class E Notes (collectively with the Rated Notes, the Notes) also issued in the transaction. The credit rating of the Class A Notes addresses the timely payment of scheduled interest and the ultimate repayment of principal by the final maturity date. The credit ratings of the Class B, Class C, and Class D Notes address the ultimate payment of interest (timely when most senior) and the ultimate repayment of principal by the final maturity date. The credit rating of the Class R Notes addresses the ultimate payment of interest and the ultimate repayment of principal by the legal final maturity date. The transaction is a securitization of a portfolio of fixed-rate, unsecured, amortizing personal loans granted without a specific purpose to private individuals domiciled in Spain by Caixabank S.A. (Caixabank). Caixabank is also the initial servicer of the transaction, which has no exposure to balloon payments or residual value. CREDIT RATING RATIONALE Morningstar DBRS based its credit ratings on the following analytical considerations: -- The transaction's structure, including the form and sufficiency of available credit enhancement to withstand stressed cash flow assumptions and repay the Issuer's financial obligations according to the terms under which the Rated Notes are issued -- The credit quality of the collateral, historical, and projected performance of Caixabank's portfolio, and Morningstar DBRS' projected performance under various stress scenarios -- An operational risk review of Caixabank's capabilities regarding its originations, underwriting, servicing, and financial strength -- The transaction parties' financial strength regarding their respective roles -- The consistency of the transaction's structure with Morningstar DBRS' "Legal and Derivative Criteria for European Structured Finance Transactions" methodology -- Morningstar DBRS' long-term sovereign credit rating on the Kingdom of Spain, currently A (high) with a Stable trend TRANSACTION STRUCTURE The transaction includes a 13-month scheduled revolving period. During the revolving period, the originator may offer additional receivables that the Issuer will purchase, provided that the eligibility criteria and concentration limits set out in the transaction documents are satisfied. The revolving period may end earlier than scheduled if certain events occur, such as the insolvency of the originator or servicer, or the breach of performance triggers. The transaction allocates payments based on a combined interest and principal priority of payments. The transaction also benefits from an amortizing cash reserve equal to 1% of the Notes' outstanding balance (excluding the Class R Notes), subject to a floor of EUR 5,049,000 until the full redemption of the Notes (excluding the Class R Notes). The cash reserve is part of the available funds to cover shortfalls in senior expenses, servicing fees, senior swap payments, interest on the Class A, Class B, Class C and Class D Notes and, if not deferred, interest on the Class E Notes. Unless an early termination event occurs, the repayment of the Class A, Class B, Class C, Class D and Class E Notes will commence after the end of the scheduled revolving period on a pro rata basis until the occurrence of a sequential redemption event such as the principal deficiency amount being higher than 0.1% of the outstanding balance of the receivables at closing or an Issuer event of default after which the repayment will switch to a non-reversible sequential basis. In comparison, the lowest-ranked Class R Notes will begin to amortize on the first payment date after transaction closing, subject to available funds, and are expected to be fully repaid ahead of other classes of Notes during the scheduled revolving period. COUNTERPARTY Caixabank is the account bank for the transaction. Based on Morningstar DBRS' Long-Term Issuer Rating of A (high) on Caixabank, the downgrade provisions outlined in the transaction documents, and other mitigating factors in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned. Caixabank is also the swap counterparty for the transaction. Morningstar DBRS' Long-Term Issuer Rating of A (high) on Caixabank meets Morningstar DBRS' criteria with respect to this role. The transaction documents contain downgrade provisions consistent with Morningstar DBRS' criteria. PORTFOLIO ASSUMPTIONS Morningstar DBRS notes the gross default levels slightly deteriorated compared to the previous transaction, Caixabank Consumo 6, driven by differences in the compilation of default rates with additional filters applied to the transaction. After considering the quality and trend of the data, Morningstar DBRS revised the expected default to 5.0% from 4.7% applied in the Caixabank Consumo 6 transaction. In comparison, Morningstar DBRS notes the recovery rates have remained relatively stable, with the most recent vintages showing slightly improved performance compared to earlier vintages, and therefore revised the portfolio expected recovery to 10.4% from 9.8% applied in Caixabank Consumo 6 transaction. FINANCIAL OBLIGATIONS Morningstar DBRS' credit ratings on the Rated Notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each class of the Rated Notes are the related interest due amounts and the initial principal balance. Morningstar DBRS' credit ratings do not address non-payment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. SEASHELL BIDCO: Fitch Assigns 'B' Long-Term IDR ----------------------------------------------- Fitch Ratings has assigned Seashell Bidco, SLU (Natra) a final Long-Term Issuer Default Rating (IDR) of 'B' with a Stable Outlook. Fitch has also assigned its EUR500 million term loan B (TLB) a final senior secured instrument rating of 'B+' with a Recovery Rating of 'RR3'. The rating reflects Natra's small scale and high financial leverage, balanced by its well-entrenched position in the private‑label chocolate market in its core countries, a sustainable business profile with an effective cost pass‑through mechanism, and a robust hedging strategy. These strengths support its resilient profitability and sustain positive free cash flow (FCF) despite fluctuating cocoa prices. The Stable Outlook reflects Fitch's expectations that the company will gradually increase rating headroom, with EBITDA gross leverage moderating towards 6.0x from 2026, supported by efficiency gains, satisfactory liquidity and an extended debt‑maturity profile. Key Rating Drivers Well-Placed Niche Manufacturer: Natra's rating and credit profile are constrained by its scale, but this is balanced by its vertically integrated operations and entrenched market position across chocolate product categories. Natra is in the top three in tablets, snacks, spreads, and pralines in Europe, with the strongest presence in Spain, France and the Netherlands. Fitch said, "We expect Natra to continue growing its presence in its existing markets and expand further in specific growth regions, such as the US and Asia, mostly through organic growth." Natra has a long-term partnership with well-known European food retailers and branded chocolate producers, underpinned by agreements that provide recurring and predictable revenue and volume, which are typically agreed one year in advance. Effective Pass-Through Mechanism: Natra's operations benefit from an adequate pass-through mechanism in its distribution channels, protected by a back-to-back hedging strategy with suppliers, locking hedged commodity prices in sales agreements. This is positive for the credit profile, protecting margins and ensuring stable operating growth, while eliminating cocoa and other raw material price risk. Good Profitability Path: Natra's rating is supported by Fitch's projection of steady EBITDA margin growth to above 12% by end-2028 (pro forma for recent acquisitions: 10.4% in 2025), an increase of almost 200bp from 2024. This will be driven by synergies from the latest acquisitions and progress in its automation and wastereduction programme to improve overall production efficiency. Fitch said, "We view Natra's profitability as strong compared with other privatelabel packaged food manufacturers', supported by efficiency-driven gains and underlying profitability stability due to Natra's pricing mechanism." Positive FCF from 2026: Fitch projects modest but sustained positive FCF generation from 2026, with FCF margins averaging 5% to 2028. This will be driven by workingcapital normalisation as cocoa prices moderate next year from the current extraordinarily high levels, while Natra's earnings continue to grow due to gradually expanding volumes. Natra is a cashgenerative business but the niche scale of its operations means its credit profile, particularly cash flow, remains highly sensitive to cocoa price volatility. Moderate Deleveraging: The rating captures Natra's ability to maintain adequate EBITDA gross leverage for the business model at or below 6.0x from 2026, supported mostly by the full integration of recent acquisitions and steady operating profit growth backed by operating efficiency measures. Fitch said, "We do not factor in M&A over the forecast period to 2028, so any large debt-funded M&A that results in material re-leveraging could put the ratings under pressure." Supportive Growth Fundamentals: Chocolate derivatives, tablets, snacks, spreads and couverture products have had stable to growing consumption volumes even during economic downturns as they represent a very small component of an average household's food consumption and have low price sensitivity. Natra is firmly positioned to capture this organic growth, including rising consumer demand for healthier indulgence and innovative food options across Europe. Continued investment in innovation, including low-sugar, protein-enriched, and fortified offerings, will support its competitive position in the long term. Private Label Growth: The privatelabel chocolate segment has experienced steady and strong growth over recent years, improving market penetration against branded products. This is driven by more competitive pricing, improved consumer perception, and a consumer shift toward discounters. Fitch said, "We believe Natra is well placed to benefit from this favourable market trend, supported by its longterm partnerships with large European grocers." Peer Analysis Natra's rating is one notch above Biscuit Holding SAS (B-/Negative), reflecting its stronger business and financial profiles. They have similar geographic diversification, scale and brand strength, and are largely focused on private labels. However, Natra benefits from a broader distribution channel exposure, operating both upstream and downstream, and stronger product innovation, leveraging R&D to support new products and cross-selling. Natra's financial profile is also stronger, with better leverage, EBITDA coverage and liquidity. Natra's business profile is weaker than that of Platform Bidco Limited (Valeo; B-/Stable), due to its smaller scale and weaker brand against Valeo's well-known brands. This is partly offset by Natra's broader geographic diversification, with a greater exposure outside EMEA. Natra's stronger financial profile supports its higher rating; Fitch expect leverage of about 6.1x in 2026 versus Valeo's 7.1x. Valeo's more expansion-led strategy prioritises M&A over a stable leverage trajectory. Fitch said, "We rate Natra one notch below the private-label food manufacturer La Doria S.p.A. (B+/Stable). They share broadly similar business profiles exposed to harvest yield and natural produce price volatility, but La Doria's more conservative leverage and coverage metrics support a higher rating." Natra is rated one notch lower than Sammontana Italia S.p.A. (B+/Stable), driven by the latter's lower leverage by about one turn by 2026, stronger FCF generation, greater profitability and stronger EBITDA coverage. Sammontana's business profile is slightly stronger due to its larger scale, while other components are broadly similar. Fitch’s Key Rating-Case Assumptions - Revenue growth of 28.5% in 2025, driven mostly by cocoa price increases, followed by a decrease of 3.9% in 2026 and 3.4% in 2027 due to normalising cocoa prices. Annual revenue growth in the low-single digits from 2028 - EBITDA margin at 9.7% in 2025, driven by the full integration of the Bredabest and Gudrun acquisitions, synergies and cost savings, before gradually increasing to over 12% by 2028 - A material working-capital outflow of 7% of sales in 2025, driven by cocoa prices, followed by a working-capital reduction on moderating cocoa prices with some inflows in 2026 and 2027 - Capex at 1.6% of revenue in 2025, gradually increasing to about 2% on average to 2028 Recovery Analysis Fitch's recovery analysis assumes that Natra would be considered a going concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated. Fitch's bespoke GC recovery analysis considered an estimated EBITDA after restructuring available to creditors of about EUR75 million. This reflects Fitch's view of a sustainable EBITDA that would allow Natra to retain a viable business. Fitch used a distressed enterprise value (EV)/EBITDA multiple of 5.0x, reflecting Natra's operational scale and market positions. This is about the mid-point of Fitch's multiple for distribution peers in EMEA. This multiple is in line with those of La Doria and Biscuit Holding, which have broadly comparable scale and operate in related private-label packaged food categories. The multiple is below those of Sammontana and Valeo at 5.5x, which are due to their branded product portfolios and Valeo's bigger scale. Natra has refinanced its capital structure with a TLB and a new revolving credit facility (RCF), both ranking pari passu, to repay its existing debt. In accordance with Fitch's criteria, Fitch has assumed the EUR125 million senior RCF to be fully drawn upon default. Fitch's principal waterfall analysis, after deducting 10% for administrative claims, generated a ranked recovery for the senior secured debt at 'B+'/'RR3', implying a one-notch up uplift for the senior secured debt rating above the IDR. Fitch expects Natra's existing off-balance-sheet working capital lines (factoring) to remain available during and after distress, given the strong credit quality of the company's client and supplier base. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage consistently above 6.5x - Neutral to negative FCF margin on a sustained basis - EBITDA interest coverage below 2.5x on a sustained basis - Reducing liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Robust execution of the business strategy leading to growing EBITDA toward EUR150 million - EBITDA gross leverage below 5.5x on a sustained basis - EBITDA margin growing toward 12% and FCF margin above 2% - EBITDA interest coverage rising towards 3.0x Liquidity and Debt Structure Fitch forecasts Natra to have a satisfactory liquidity profile, with estimated Fitch-adjusted freely available cash of about EUR60 million at end-2025, after excluding EUR15 million for intra-year working-capital fluctuations. The company also has access to a committed RCF of EUR125 million due in 2032. Its debt structure is concentrated but offers comfortable maturity headroom with its 6.5-year RCF and seven-year TLB maturity. Issuer Profile Natra is a Spain-based private-label chocolate manufacturer. =========== T U R K E Y =========== VESTEL ELEKTRONIC: Fitch Lowers LongTerm IDR to CCC+ ---------------------------------------------------- Fitch Ratings has downgraded Vestel Elektronik Sanayi ve Ticaret Anonim Sirketi's Long-Term Issuer Default Rating (IDR) and Long-Term Local-Currency IDR to 'CCC+' from 'B-'. Fitch has also downgraded Vestel's senior unsecured notes to 'CCC' from 'B-'. The Recovery Rating has been revised to 'RR5' from 'RR4'. The downgrade reflects ongoing operational underperformance versus expectations, limited EBITDA generation with delayed and slower market recovery expectation, significant refinancing risk, an excessive debt structure given high leverage and persistent negative free cash flow (FCF). Absent clear evidence of a near-term recovery in demand and margins, Fitch expects Vestel to struggle to continue to refinance its debt and recover its business model. Key Rating Drivers Weak Market Demand and Pricing: Vestel's market conditions remained weak in 9M25. Total revenue declined by 19% year on year in Turkish lira terms in 9M25, while the decline in US dollar terms was about 8% according to Vestel. Vestel's sales contracted in 9M25 due to weaker end-market demand and intensified competition in key export regions. TV unit sales fell on soft consumer demand, while white goods volumes declined due to tougher pricing against low-cost Chinese exporters, pressuring average selling prices and limiting cost pass-through. Profitability Erosion Despite Actions: Vestel launched additional cost and efficiency actions in mid-2025 to offset weak market conditions. However, these measures and seasonality yielded only a modest sequential margin uplift, with management reported EBITDA margins of 2.3% in 3Q25 versus -1.5% in 2Q25. Red Sea disruptions raised transportation times and costs and real lira appreciation increased euro-based labour costs, weighing further on margins. Fitch forecasts the EBITDA margin at around 1% for 2025, significantly lower than Fitch's prior 2025 forecast of 7%, recovering gradually toward 8% by 2028 on easing inflation, improved pricing and some demand normalisation, but execution risks remain high given competitive dynamics and macro uncertainty. FCF Remains Deeply Negative: Fitch expects FCF to remain negative despite working-capital inflows. Fitch forecasts continued negative FCF until 2028 (with negative FCF margin around 7% for 2025), due to a limited recovery in EBITDA and borrowings at high local interest rates. These factors reduce EBITDA interest coverage, which Fitch forecasts to average about 0.8x during 2025-2028, versus its previous estimate of about 1.0x. High Refinancing Risk: Persistent negative FCF reduces financial flexibility and increases reliance on short-term funding and rollovers. Vestel's capital structure sustainability depends on operational recovery, but Fitch expects leverage to stay excessive at above 10x at YE26. Uncommitted Turkish bank facilities remain available and have been supportive, and Vestel has recently reduced its share of short-term debt and converted some TRY loans into FX loans. However, greater dependence on these lines increases vulnerability to market conditions and bank risk appetite. Peer Analysis Vestel's closest peer is Turkish-based Arçelik A.Ş. (B+/Negative), which focuses on more profitable white goods and has broader geographic diversification in its production base than Vestel. Vestel's leverage is higher, and its financial flexibility is weaker due to lower interest coverage and a wider FCF margin deficit. This gap is reflected in the multi-notch difference in their ratings. Vestel's business profile compares well with Artel Electronics LLC (B/Negative) with broader diversification and relatively larger scale. This is offset by Vestel's financial profile, which is considerably weaker than Artel's across profitability, FCF margin, EBITDA leverage and interest coverage, resulting in their two-notch rating difference. Fitch's Key Rating-Case Assumptions - Revenue in Turkish lira to increase on average 9% annually for 2025-2028 - Fitch-calculated EBITDA margin around 1% for 2025, and to increase to around 8% by 2028, reflecting some volume recovery, product mix and pricing actions - Capex in line with management forecasts to 2026 and thereafter steady as a share of revenues - FCF margin to remain negative until 2028, reflecting a slow recovery in EBITDA margins and high interest expenses and broadly neutral working capital after 2025 - Continued successful refinancing of upcoming short-term maturities - No dividends distribution or M&A Recovery Analysis - Fitch assumed that Vestel would be reorganised as a going-concern in bankruptcy rather than liquidated. - Fitch used an administrative claim of 10%, in line with the industry median and peer group. - Fitch translated its recovery estimates into US dollars from Turkish lira (using the exchange rate at 30 September 2025) as its USD500 million bond was issued in dollars. - Fitch assume a going-concern EBITDA of USD240 million, down from the USD255 million under Fitch's previous assessment. This reduction reflects Fitch's expectation of a structural decline in post-reorganisation EBITDA due to Vestel's changing competitive landscape in its core markets. This assumption will reflect Fitch's view on the company's recovery path. - Fitch applied a multiple of 4.5x to the GC EBITDA to calculate a post-reorganisation enterprise value, given Vestel's strong market position in Turkiye and flexible cost structure. However, this multiple is constrained by industry dynamics (including Turkish regulations), lack of geographical diversification (particularly in Asia and North America), lack of pricing power and the strength of competitors within the market. - The waterfall analysis is based on capital structure as of 30 September 2025, which consists of factoring, senior unsecured USD500 million Eurobond at a fixed coupon of 9.75% and bank credit facilities. Debt issued by Vestel's subsidiary Vestel Beyaz Eşya Sanayi ve Ticaret A.Ş. ranks structurally senior to remaining debt instruments. - Fitch does not expect factoring to remain available during bankruptcy following a more conservative approach than the previous assessment, and therefore deduct it from the enterprise value. - These assumptions result in recovery for the senior unsecured instrument within the 'RR5' Recovery Rating category, leading to a 'CCC' notes' rating, one notch below the IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade -- Continued business profile deterioration through market share loss, leading to lower EBITDA generation and lack of deleveraging trajectory -- Reduced ability to refinance in the local banking market and widening negative FCF Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade -- Business recovery with stronger pricing power supporting higher revenue and EBITDA generation and the ratios below -- Neutral FCF margins and improved liquidity position -- EBITDA leverage sustained below 6.5x -- EBITDA interest coverage consistently above 1.0x Liquidity and Debt Structure Vestel remains dependent on short-term bank debt facilities and factoring to meet its financing needs. The practice of continuously rolling over these uncommitted bank lines is typical in the Turkish corporate market and limits Fitch's liquidity assessment of Vestel. Long-term notes represented around 34% of Vestel's debt at end-9M25, with short-term bank loans and domestic bonds making up the balance (Vestel has recently reduced the share of short-term debt). Reliance on rolling over short-term debt is likely to persist, given Fitch's forecast of a slower recovery in EBITDA margins and continued negative FCF. Issuer Profile Vestel specialises in the manufacturing and sales of electronics, major household appliances, digital and e-mobility solutions in Turkiye. RATING ACTIONS Rating Prior ------ ----- Vestel Elektronik Sanayi Ve Ticaret A.S. LT IDR CCC+ Downgrade B- LC LT IDR CCC+ Downgrade B- senior unsecured LT CCC Downgrade RR5 B- =========================== U N I T E D K I N G D O M =========================== BCP V MODULAR: Moody's Lowers CFR to B3, Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings downgraded BCP V Modular Services Holdings III Limited's (Modular) corporate family rating to B3 from B2, Modulaire Group Holdings Limited's (Modulaire) backed senior secured bank credit facility ratings to B3 from B2, BCP V Modular Services Finance II PLC's (BCP V II) backed senior secured debt ratings to B3 from B2, and BCP V Modular Services Finance PLC's (BCP V) backed senior unsecured debt rating to Caa2 from Caa1. The outlook on the issuers was changed to stable from negative. RATINGS RATIONALE The downgrade of Modular's CFR to B3 from B2 reflects the company's persistently high leverage, mainly driven by the prolonged weak demand in the construction sector. As of the end of September 2025, Modular's gross leverage was 7.6x based on the company's reported trailing twelve-month EBITDA. Moody's believes Modular's ability to achieve significant deleveraging through improved EBITDA by focusing on higher-growth regions and sectors remains constrained by the ongoing slowdown in construction activity and public spending in the UK and France, which together accounted for 37% of its revenues in 2024. Modular's CFR of B3 is also constrained by the company's weak profitability, with substantial financial losses, as well as its limited debt-servicing capacity and a significant tangible common equity deficit. At the same time, the CFR considers the absence of significant near-term debt maturities in Modular's funding structure, but also a meaningful debt maturity concentration of approximately EUR1 billion in 2028, which presents a medium-term refinancing risk. The B3 CFR also reflects Moody's views that Modular has relatively low residual-value risk related to its modular and storage units, as the company is able to redeploy most of its units with minimal capital expenditures, thus extending their useful lives. Modular's B3 CFR incorporates a one-notch positive adjustment for business diversification, concentration and franchise positioning. The adjustment reflects Moody's assessments of material operational leverage embedded in Modular's franchise, including its diversification across sectors and geographies, and its leading position as a lessor of modular and storage units in most European markets, which has partially mitigated the negative impact of the slowdown in the construction markets. Modular's high leverage, modest interest coverage and a large tangible equity deficit have a material impact on its current ratings, which Moody's reflects in the Credit Impact score (CIS) of CIS-4 under Moody's environmental, social and governance (ESG) framework. The score incorporates high governance risks stemming from the company's financial strategy and risk management and management's challenges in improving EBITDA, which Moody's reflects in the governance issuer profile score (IPS) of G-4. Modulaire's backed Term Loan B and backed revolving credit facility, as well as BCP V II's backed senior secured notes, are pari-passu and all rated B3, reflecting their asset pledges and structural priority over unsecured debt. BCP V's Caa2 backed senior unsecured notes rating reflect their subordinated position within Modular's liability structure and higher expected loss. OUTLOOK The stable outlook reflects Moody's expectations that Modular will be able to partly offset the ongoing demand weakness in construction and other core markets by pursuing opportunities in regions and sectors with comparatively stronger growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could develop if Modular achieves meaningful deleveraging and sustained improvement in its debt servicing capacity. Modular's CFR and the group's debt ratings could be downgraded, potentially by more than one notch, if the company is unable to improve its leverage and debt-servicing capacity on a sustained basis, particularly as it approaches the need to refinance approximately EUR1 billion of debt maturing in 2028, which Moody's expects to occur at least 18 months in advance of the due dates. LIST OF AFFECTED RATINGS Issuer: BCP V Modular Services Holdings III Limited Downgrades: LT Corporate Family Rating, Downgraded to B3 from B2 Outlook Actions: Outlook, Changed To Stable From Negative Issuer: Modulaire Group Holdings Limited Downgrades: Backed Senior Secured Bank Credit Facility (Foreign Currency), Downgraded to B3 from B2 Outlook Actions: Outlook, Changed To Stable From Negative Issuer: BCP V Modular Services Finance II PLC Downgrades: Backed Senior Secured (Foreign Currency), Downgraded to B3 from B2 Backed Senior Secured (Local Currency), Downgraded to B3 from B2 Outlook Actions: Outlook, Changed To Stable From Negative Issuer: BCP V Modular Services Finance PLC Downgrades: Backed Senior Unsecured (Foreign Currency), Downgraded to Caa2 from Caa1 Outlook Actions: Outlook, Changed To Stable From Negative PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Finance Companies published in July 2024. Modular's "Assigned Standalone Assessment" adjusted score of b3 is set two notches above the "Financial Profile" score of Caa2 to reflect the strength of Modular's franchise, diversified across sectors and geographies, as well as the low residual-value risk of its fleet. DAILY MAIL: Fitch Puts BB+ LongTerm IDR on Watch Negative --------------------------------------------------------- Fitch Ratings has placed Daily Mail and General Trust plc's Long-Term IDR of 'BB+' on Rating Watch Negative (RWN) and assigned Rothermere Continuation Holdings Limited (RCHL or DMGT) an IDR of 'BB+' and placed it on RWN. The RWN follows DMGT's non-binding agreement to acquire Telegraph Media Group (TMG) for GBP500 million. Fitch said, "We expect the acquisition to be materially debt-funded, likely resulting in a rating downgrade given minimal rating headroom. Fitch said, "We will resolve the RWN once Fitch has confirmation of funding structure, regulatory approvals and transaction completion or that transaction will no longer go ahead. Given the required approvals, resolution could take more than six months." DMGT's strong market position in print media is balanced by its small scale, growing secular pressures and disproportionate exposure to the UK economy. Currently conservative leverage and strong financial flexibility offset weak profitability. Fitch will evaluate DMGT on a standalone basis until the transaction completes. Fitch has withdrawn Daily Mail and General Trust plc's Long-Term IDR of 'BB+' on RWN because of a group reorganisation. Fitch considers it more appropriate to re-assign the IDR to the topmost entity within the group. Key Rating Drivers Significant Transaction: DMGT has signed a non-binding agreement to acquire TMG from Redbird IMI for GBP500 million with GBP400 million to be paid upfront and GBP100 million within two years of closing. DMGT has secured a GBP400 million facility, indicating the acquisition could be materially debt financed. It has limited leverage capacity to absorb significant additional debt due to its business profile constraints. Pro-forma EBITDA net leverage is likely to rise above 1.7x, leading to at least one- or multi-notch downgrade, subject to the final capital structure. The transaction will need to be ratified by the UK Secretary of State and clear competition review, due to foreign ownership and market share considerations. Transaction Benefits: TMG has pivoted to a digital, subscription-based model, improving customer retention and revenue visibility, leveraging its strong brand and distinctive readership. TMG has seen an average annual 20% increase in digital subscriptions and advertising revenues over 2021-2024. Digital revenues now contribute 30% of total revenues. Fitch said, "We believe the combination could generate sizeable cost synergies and improve scale and pro-forma media operating margins. We estimate TMG's company-defined EBITDA margins are stronger than DMGT's." Increased Media Exposure, Execution Risk: TMG generates around 88% of its revenues in the UK and print-based revenues make up 45% of revenues. Consolidation offers some protection in this segment but also increases exposure to the decline in traditional services and extensive competition in digital. These risks are likely to counter-balance the benefits meaning they are unlikely to support increased debt capacity. Fitch said, "We also remain cautious about potential execution risks from new restructuring costs and management's focus shifting from more attractive segments." Limited Near-term Leverage Headroom: Fitch-defined EBITDA net leverage was 2.1x in year-ending September 2025 (FY25) due to a meaningful reduction in cash to GBP22 million - as GBP40 million was used to invest in start-up businesses through dmg Ventures, breaching the downgrade sensitivity of 1.7x. Fitch said, "We do not anticipate similar expenditure in FY26, with DMGT seeking to utilise media-for-equity deals instead. We expect leverage to fall, as balance sheet cash returns to a more normal level but remain marginally above 1.7x in FY26 before declining to 1.6x in FY27. We treat a portion of exceptional expenses as recurring in Fitch-defined EBITDA." Weak EBITDA Margin, Stable FCF: DMGT's EBITDA margin is weak for the rating. However, the business generates at least mid-single digits pre-dividend free cash flow (FCF) margin and cash flow from operations less capex to debt of around 20%. It benefits from low cash outflows for cash interest, working capital and capex. Fitch said, "We forecast EBITDA margin to reach 9% in FY29, reflecting a shifting EBITDA mix, offset by relative sizes of segment revenues. DMGT incurred material restructuring costs in FY23-FY25. It has rationalised print operations and headcount in media. Fitch expects the non-recurring portion to cease as these programmes reduce in scope." Media Experiencing Mixed Results: Core titles have experienced continued declines in circulation and print advertising, although mitigated through cover price increases and better performance in titles such as 'i' and New Scientist. However, digital advertising suffered a 15% decline in FY25 due to the increasing use of AI affecting paid search click-through-rates. DMGT seeks to grow its digital presence across platforms and improve the quality of its subscription offering but the trend signals the structural risk AI poses. The operating margin has remained stable due to cost savings but could weaken if further investments are required to remain competitive and subscription growth fails to materialise. Events Sustains Strong Core: Revenue declined by 5% in FY25 due to weaker revenue from lower margin managed events such as COP29, but core hosted events are performing strongly with double digit revenue growth. The operating margin continued to improve from 13% in FY23 to 18% in FY25. Events account for about 25% of revenue but 35% of operating profit. New opportunities include DMGT co-hosting events in Saudi Arabia and offering holistic experiences with opportunities to increase revenues and customer retention. Property Services, Resilient: Landmark's revenue grew by 7% in FY25, resulting in an improvement in operating profit, albeit from a very low base, despite subdued property transaction volumes. Landmark has invested over the last few years to expand services and improve platform capabilities. However, Fitch predicts weak UK economic performance following the Budget. Executing initiatives driving incremental revenues from fewer transactions is critical when market growth is constrained. Trepp continues to contribute meaningfully to operating profit, with a consistent mid-30% subscription-driven operating margin, while Yopa is expected to turn profitable from FY26. Peer Analysis DMGT's active management of its asset portfolio leads to more limited visibility of the scale and scope of the business. As a result, Fitch has set its leverage thresholds more tightly relative to peers. Fitch does not believe the TMG acquisition will increase DMGT's leverage capacity. UK peer, ITV plc (BBB-/Stable), faces similar secular pressures and volatility in its broadcasting business, but to a lesser extent. However, its larger scale, leading commercial broadcast market position in the UK and diversified international studios business result in lower overall business risk. Formula 1 (Delta Topco Limited, BB/Stable) has a lower rating due to its higher leverage and looser financial policy, which balances an otherwise robust business profile benefiting from a growing global franchise, strong revenue visibility and cash generation, albeit concentrated in one sport. Other higher-rated broader peers such as RELX PLC (A-/Stable) and Informa PLC (BBB/Stable), News Corporation (BBB/Stable) and Thomson Reuters Corporation (A-/Stable) benefit from factors such as increased scale, a stronger operating mix driven by a higher proportion of subscription-based revenue and higher Fitch-defined EBITDA margins, little/lower exposure to print, and more discretionary cash flows supporting higher leverage or ratings. Fitch's Key Rating-Case Assumptions All assumptions reflect DMGT without the acquisition of TMG. - Revenue growth reflecting a four-year CAGR of 0.5% to FY29 - Fitch-defined EBITDA margin of 8.4% in FY26 rising to 9% in FY29, pre-IFRS and after exceptional costs treated as recurring - Working capital outflow 0.6% of sales in FY26-FY29 - Capex averaging 1.0% of revenue in FY26-FY29 - Non-recurring cash outflows of GBP10 million in FY26 - Dividends around GBP22 million in FY26, growing steadily to GBP33 million in FY29 Recovery Analysis DMGT's senior unsecured rating is 'BB+' in accordance with Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria, which applies a generic approach to instrument notching for 'BB' rated issuers. This results in a Recovery Rating of 'RR4', in line with the IDR. The instrument rating has also been put on RWN. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Announcement of regulatory approval and capital structure after the transaction likely resulting in one or multi-notch downgrade. Independently, a downgrade may also occur on: - Fitch-defined EBITDA net leverage consistently above 1.7x - Weakening of Fitch-defined EBITDA margin, exacerbated by continuing exceptional charges deemed by Fitch to be operating and/or recurring in nature - Pre-dividend FCF margin below 3% on a sustained basis Factors That Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch said, "We do not expect a positive rating action due to the company's limited scale, secular risks and limited diversification, but the RWN would also be resolved, likely resulting in a ratings affirmation, if the transaction fails to materialise." Liquidity and Debt Structure Absent the transaction, Fitch expects DMGT to continue to generate stable low single-digit FCF margins for FY26- FY29. Along with cash on its balance sheet and a GBP200 million revolving credit facility (RCF), this should be sufficient to support operations and cover short-term liabilities. The company's GBP150 million bond matures in FY27 and the RCF matures in FY29. Fitch assesses refinancing risk as manageable. Issuer Profile DMGT is a diversified company with a portfolio of assets in the B2B and B2C spaces. DMG Media is the B2C print and online media business with most revenues earned by the Daily Mail, Mail on Sunday and MailOnline news outlets. RATING ACTIONS Rating Prior ------ ----- Rothermere Continuation Holdings Limited LT IDR BB+ New Rating Daily Mail and General Trust plc LT IDR BB+ Rating Watch On BB+ LT IDR WD Withdrawn senior unsecured LT BB+ Rating Watch On RR4 BB+ DBMS 2025-1: DBRS Gives Prov. BB Rating to Class E Notes -------------------------------------------------------- DBRS Ratings Limited took the following credit rating actions on the bonds issued by DBMS 2025-1 DAC (the Issuer): -- Class A Provis.-New at (P) AAA (sf) -- Class B Provis.-New at (P) AA (low) (sf) -- Class C Provis.-New at (P) A (low) (sf) -- Class D Provis.-New at (P) BBB (low) (sf) -- Class E Provis.-New at (P) BB (sf) All with Stable trends. CREDIT RATING RATIONALE The transaction is a securitization of 81.4% of a GBP 538.7 million floating-rate commercial real estate (CRE) loan originated by Deutsche Bank A.G. (DB), London Branch and Morgan Stanley Bank, N.A. (MSBNA; collectively the lenders) and backed by a portfolio of 64 properties located throughout the UK: 59 industrial and logistics (I&L) properties, one retail warehouse park, and four I&L development sites. On the closing date, MSBNA will retain an interest of GBP 100 million of the outstanding loan balance equivalent to 18.6% of the loan. DB and Morgan Stanley Principal Funding, Inc. (MSPFI) are acting as loan sellers and securitizing a share of respectively 61.4% and 38.6% of a portion of the loan in an amount of GBP 438.7 million representing the securitized loan. For the purpose of satisfying the risk retention requirements, MSBNA, as a majority-owned affiliate of the retaining sponsor (MSPFI), will act as initial Issuer lender and will advance GBP 23.3 million to the Issuer (the Issuer loan), while retaining a portion of GBP 9 million (38.6% of the Issuer loan) and transferring the remaining portion of GBP 14.3 million (61.4%) by way of novation to DB as the new Issuer lender (together, the Issuer lenders). The proceeds of the Issuer loan will be applied by the Issuer as consideration towards the purchase of the securitized loan from the loan sellers. A portion of the proceeds of the issuance of the Class A notes in an amount equal to GBP 26.1 million, together with GBP 1.4 million of the amount drawn under the Issuer loan, will be used to fund the Issuer liquidity reserve on the closing date in an aggregate amount equal to GBP 27.5 million. The obligors under Tilstone Holdings Limited (Tilstone) and Wapping Bidco Limited (Bidco) are entities owned and managed by the Blackstone Group or its affiliated entities (Blackstone or the sponsor). The loan is regulated by Term Facility A (GBP 330 million) and Term Facility B (GBP 208.7 million), entered into between the lenders and the borrowers on 26 November 2025. The purpose of Term Facility A is to refinance the indebtedness of members of Warehouse REIT Limited (Target Group or Target) of Blackstone's portfolio of I&L assets and to finance or refinance the transaction costs. All amounts drawn under Term Facility B shall be used to refinance the acquisition of shares in the Target Group, to pay for general corporate purposes and the transaction costs. The loan bears interest at a floating rate equal to three-month Sterling Overnight Index Average (Sonia) (subject to zero floor), plus a loan margin of 2.2% per annum (p.a.). Following any reverse sequential prepayment, the margin in respect of the applicable securitized loan shall be reduced by an amount equal to the absolute percentage reduction in the weighted-average (WA) note margin. The loan is interest only (IO) and does not benefit from any scheduled amortization, either before or after any permitted change of control (PCOC). The loan is initially expected to mature in February 2028 (the initial repayment date) with three one-year extension options available to the borrower, conditional upon satisfactory hedging being in place prior to each extension and no nonpayment, insolvency, or insolvency proceedings related event of default (EOD) continuing at the relevant time. The loan includes the following cash trap covenants: a loan-to-value ratio (LTV) greater than 77.5% and/or a debt yield (DY) less than 6.27%. The loan also features EOD financial covenants following any PCOC, set out as follows: the LTV EOD financial covenant is set at the LTV being greater than the LTV as at the PCOC date + 15 percentage points, and the DY EOD financial covenant is set at the DY being lesser than 85.0% of the DY as at the PCOC date. The sponsor can dispose of any assets, in whole or in part, securing the loan by repaying a release price of 100% of the allocated loan amount (ALA) of any development land and for the first 10% by value of the property portfolio or 105% if, immediately following completion of that disposal, the DY will be lower than the higher of (1) 7.83%; and (2) the DY on the interest payment date (IPD) falling immediately prior to the date of that disposal. The release price is set at 105% for the next 10% by value of the property portfolio and at 110% for the remaining properties. Following the PCOC date, it is set at 115%. Release prices will reduce pro rata for any partial disposal, land plot disposal, and partial expropriation. Morningstar DBRS understands that no interest rate hedging is yet in place on the loan, but is expected to be put in place before or shortly after the closing of the securitization. The aggregate notional amount of the hedging transactions in respect of the loan is expected to be at least 95% of the outstanding principal amount of the loan. Morningstar DBRS understands, based on information provided by the arrangers, that the initial hedging is expected to be via an interest rate cap with a strike rate of [4.5]% expiring on or after the first extended loan repayment date. Further, the borrower is obligated to ensure that the maximum hedging rate is no more than the higher of (1) 4.50% p.a.; and (2) the rate that ensures that, as at the date on which the relevant hedging transaction is contracted, the hedged interest coverage ratio (ICR) is not less than 1.25 times (x). However, if any hedging transaction is in the form of a swap and if the market prevailing swap (fixed leg) rate at that time is lower than each of (1) and (2) above, such market prevailing swap (fixed leg) rate on the date on which the relevant hedging transaction is contracted would be the maximum hedging rate. Furthermore, in the event of one or more extensions to the loan maturity date beyond February 2028, there is an obligation to extend the hedge every year for the remaining term of the loan. Failure to extend the hedging arrangement such that it is co-terminus with the expected final repayment date on the loan would constitute an EOD under the transaction documents. Morningstar DBRS, however, notes that the transaction documents contemplate and provide for such extension of hedging arrangements, following the same requisite criteria for the maximum hedging rate as described above. The portfolio comprises 59 I&L properties, one retail park, and four development land plots across the UK. The majority of the portfolio is located in the Midlands, South East, and North West, representing respectively 24.5%, 23.8% and 26.9% of market value (MV in the portfolio. The remainder of the portfolio is spread across the Greater London, South West, Yorkshire and Scotland. Most of the portfolio comprises standing logistics assets (88.7%) 85% of the portfolio is multi-let estates, and the remaining 15% is mid-big box warehouses. Morningstar DBRS understands that the assets are strategically positioned to serve key supply chains. As of 30 September 2025, Savills Advisory Services Limited (Savills) estimated the portfolio's MV at GBP 828.8 million under the special assumption of being held in a special-purpose vehicle (SPV), as Savills estimated a portfolio premium based on nil Stamp Duty Land Tax (SDLT). The aggregate MV of the 64 properties based on the sum of the individual values of each of the assets, without factoring in any additional premium, stands at GBP 761.4 million. This translates into day-one LTVs of 65.0% based on MY with nil SDLT and 70.7% when based on the properties' aggregate MV. As of the cut-off date, the property portfolio totaled 7 million square feet (sf) of gross lettable area (GLA) let to more than 400 different tenants at an average occupancy rate of 90.0% by GLA. At the cut-off date, the portfolio generated GBP 45.2 million of gross rental income (GRI) and GBP 42.2 million of net operating income (NOI). Compared with the portfolio estimated rental value (ERV) of GBP 58.8 million (based on full occupancy) provided in the Savills valuation report, the portfolio has strong reversionary potential. The tenant base is diversified across wholesale commerce and distribution, food and general manufacturing, services and utilities, and transport and logistics. The top 10 tenants by GRI contribute 26.6% of total GRI, while the largest tenant accounts for 5.4%. The portfolio's WA lease term to break (WALTB) and WA lease term to expiry (WALTE) are 3.6 years and 5.2 years, respectively. This is relatively short, with more than 50% of the gross rent reaching break/expiration by the end of 2028 on a cumulative basis. However, this also offers reversionary potential as the portfolio is under-rented. Morningstar DBRS' long-term sustainable net cash flow (NCF) assumption for the portfolio is GBP 38.5 million p.a, which represents a haircut of 8.9% to the in-place portfolio NOI of GBP 42.2 million at cut-off. Based on Morningstar DBRS' long-term sustainable capitalization rate (cap rate) assumption of 6.6%, the resulting Morningstar DBRS Value is GBP 609.6 million, which reflects haircuts of 19.9% and 26.4% to Savills' aggregate MV and portfolio MV, respectively. The loan LTV at the Morningstar DBRS Value is 88.4%. On the closing date, an Issuer liquidity reserve will be funded in an amount of approximately GBP 27.5 million. Funds in the Issuer liquidity reserve ledger are available to fund, inter alia, payments of interest in respect of the Class A notes, the Class B notes, the Class C notes, and the Class D notes. Based on the strike cap rate of [4.5]%, Morningstar DBRS estimates the liquidity facility support is equivalent to approximately 12 months of interest coverage on Classes A through D or approximately 11.4 months of coverage based on a 5.0% Sonia cap after expected maturity. The liquidity reserve will be reduced based on note amortization, if any, and in the event of a substantial decline in the properties' value. The aggregate amount of interest due and payable on the Class E notes is subject to an available funds cap where the shortfall is attributable to an increase in the WA margin of the notes arising from any sequential allocation of principal repayments to the notes. The transaction features a Class X interest diversion structure to enable trapping any excess spread at the Issuer level under certain circumstances. The diversion is triggered by: (1) a loan failure event, (2) the DY falling below 6.27%, or (3) the LTV exceeding 77.5%. Once triggered, any interest and prepayment fees due to the Class X noteholders will instead be paid directly into the Issuer's transaction account and credited to the Class X diversion ledger. The diverted amount will be released once the trigger is cured. Only following a loan failure event that is continuing, the expected note maturity, or the delivery of a note acceleration notice can such diverted funds be used to amortize the notes and the Issuer loan. The legal final maturity of the notes is in February 2036, five years after the final loan repayment date in February 2031. Morningstar DBRS believes that a minimum five-year legal tail period provides sufficient time to enforce on the loan collateral and ultimately repay the noteholders. Morningstar DBRS' credit rating on DBMS 2025-1 DAC addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the note interest at the applicable rate and the related class principal balance. Notes: All figures are in British pound sterling unless otherwise noted. LEON RESTAURANTS: Quantuma Appointed as Joint Administrators ------------------------------------------------------------ Leon Restaurants Limited was placed into administration proceedings in the High Court of Justice, Business & Property Courts Court No. CR-2025-8736, and Andrew Andronikou, Brian Burke and Michael Kiely of Quantuma Advisory Limited were appointed as administrators on Dec. 10, 2025. Leon Restaurants specialized in licensed restaurants. Its registered office is Jubilee House, Townsend Lane, London, NW9 8TZ and it is in the process of being changed to 29 St Andrew Street, London, EC4A 3AG. Its principal trading address is Jubilee House, Townsend Lane, London, NW9 8TZ. The joint administrators can be reached at: Andrew Andronikou Brian Burke Michael Kiely Quantuma Advisory Limited 7th Floor 20 St. Andrew Street London, EC4A 3AG Further details contact: Fraser Howell Tel: 01273 322400 Email: Fraser.Howell@quantuma.com LOVELACE 01: DBRS Gives Prov. B Rating to Class F Notes ------------------------------------------------------- DBRS Ratings Limited assigned the following provisional credit ratings to the notes to be issued by Lovelace 01 CBP PLC (the Issuer): -- Class A Notes at (P) AAA (sf) -- Class B Notes at (P) AA (high) (sf) -- Class C Notes at (P) A (sf) -- Class D Notes at (P) BBB (low) (sf) -- Class E Notes at (P) BB (high) (sf) -- Class F Notes at (P) B (sf) Morningstar DBRS' provisional credit rating on the Class A Notes addresses the timely payment of interest and the ultimate repayment of principal by the legal final maturity date. Morningstar DBRS' provisional credit ratings on the Class B to Class F Notes address the timely payment of interest once they are the most-senior class of notes outstanding and the ultimate repayment of principal by the legal final maturity date. No credit ratings will be assigned to the Class Z and Class X Notes. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote, special-purpose vehicle incorporated in England, Scotland, and Wales. The notes to be issued shall fund the purchase of buy-to-let (BTL) assets originated by Cynergy Bank PLC (Cynergy; the Seller or the Originator). Cynergy will be the servicer of the loans. CSC Capital Markets UK Limited will be appointed as the backup servicer facilitator at closing. This is the first securitization from Cynergy. The provisional mortgage portfolio consists of GBP 473.2 million BTL residential, commercial, and mixed-use mortgage loans secured by properties in the UK. The transaction is expected to include a 24-month replenishment period from the closing date. During this period and subject to certain conditions to prevent a material deterioration in credit quality (the Eligibility Criteria), the Seller has the option to sell to the Issuer new loans, further advances, new authorized overdrafts, authorized overdraft extensions, and drawing under unarranged overdrafts for borrowers in a borrower group that has other linked loans at the relevant time. Additionally, if a product switch is agreed with a borrower in respect of a loan, that loan will be reacquired by the Seller so that the relevant product switch can be implemented and will subsequently be reacquired by the Issuer subject to meeting the Eligibility Criteria, once the relevant product switch has been completed. The acquisition of these assets shall occur using the proceeds standing to the credit of the Flexible Reserve Fund (FRF) and Wet Funding Facility (WFF). The WFF is a short-term credit line provided to the Issuer by Cynergy to fund the purchase of loans from the Originator (Cynergy) on a daily basis before the regular interest payment date (IPD). The cash is advanced immediately so that the Originator can receive payment on the day of loan funding. The Issuer has two IPDs to repay the WFF from principal collections or the new loans and the related linked loans within the same borrower group will be repurchased from the transaction. The FRF is the undrawn authorized overdraft as of September 2025. The fund is funded on day one through the over-issuance of the Class Z Notes and will dynamically adjust during the replenishment period for any new authorized overdraft agreed with customers (that comply with the Eligibility Criteria) or any increases in authorized overdrafts. The flexible reserve will top itself up with principal from the principal waterfalls. After the replenishment period end date, the amount in the FRF is crystalized and is only available for drawdowns on existing authorized overdrafts and will amortize in line with the limits falling off. Any new authorized overdrafts or increases after the replenishment period end date will result in the loan and the related loans within the same borrower group being purchased out. A Set-Off Reserve of GBP 9,400,000 is also available to cover set-off risks and available at day one. This will be rebalanced up to ensure a coverage of 1.2 times (x) of reported deposits in excess of the Financial Service Compensation Scheme limit. The transaction also features a fixed-to-floating interest rate swap, given the presence of a large portion of fixed-rate loans, while the liabilities will pay a coupon linked to the Sterling Overnight Index Average. The swap counterparty to be appointed at closing will be NatWest Markets Plc (NatWest). Morningstar DBRS currently holds a public credit rating on NatWest above the required credit rating and the counterparty risk on the swap counterparty has been assessed using such credit rating. In case Morningstar DBRS ceases to publicly rate NatWest, or Morningstar DBRS does not publicly rate the replacement counterparty, Morningstar DBRS will monitor the transaction and take credit rating actions according to its private credit rating, if available, or internal assessment as per Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions". Should the private credit rating or the internal assessment result in a credit rating below the criteria described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions", it could potentially have an adverse effect on the credit ratings of the rated notes. Furthermore, Citibank, N.A., London Branch will act as the Issuer account bank and HSBC Bank Plc will be appointed as the collection account bank. Both entities are privately rated by Morningstar DBRS, meet the eligible credit ratings in structured finance transactions, and are consistent with the provisional credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions". The transaction is structured to initially provide 17.0% of credit enhancement to the Class A Notes comprising subordination of the Class B to Class F Notes. Liquidity in the transaction is also provided by the Liquidity Reserve Fund. It is 1% of the principal amount outstanding of the Class A and B Notes. It is funded on day one by the issuance of the Class X Notes. It will cover senior costs and expenses, senior swap payments, and interest shortfalls on the Class A and Class B Notes. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover senior costs and expenses as well as interest shortfalls on the most senior outstanding class of notes. Interest shortfalls on the Class B to F Notes, as long as they are not the most senior class outstanding, shall be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the notes are fully redeemed. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement. -- The credit quality of the provisional mortgage portfolio and the ability of the servicer to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine. Morningstar DBRS analyzed the mortgage portfolio in accordance with its "European RMBS Insight Methodology". -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, and Class F Notes according to the terms of the transaction documents. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents. -- The sovereign credit rating of AA with a Stable trend on the United Kingdom of Great Britain and Northern Ireland as of the date of this press release. -- The expected consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" and the presence of legal opinions that are expected to address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated notes are the related Interest Amounts and the related Class Balances. Notes: All figures are in British pound sterling unless otherwise noted. PETROFAC SERVICES: Teneo Financial Appointed as Administrators -------------------------------------------------------------- Petrofac Services Limited was placed into administration proceedings in the High Court of Justice, Business & Property Courts of England and Wales, Insolvency and Companies List (ChD), Court No. CR-2025-008769, and James Robert Bennett, Matthew James Cowlishaw and David Philip Soden of Teneo Financial Advisory were appointed as joint administrators on Dec. 11, 2025. Petrofac Services offered business support services not elsewhere classified. Its registered office is Pollen House, 10–12 Cork Street, London, W1S 3NP. Its principal trading address is Pollen House, 10–12 Cork Street, London, W1S 3NP. The joint administrators can be reached at: James Robert Bennett Matthew James Cowlishaw David Philip Soden Teneo Financial Advisory The Colmore Building 20 Colmore Circus Queensway Birmingham, B4 6AT Further details contact: Joint Administrators Tel: 0121 619 0120 Email: PetrofacCreditors@teneo.com SPINNAKER TOPCO: Fitch Affirms 'B' LongTerm IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Spinnaker Topco Limited's (Norgine) Long-Term Issuer Default Rating of 'B' with a Stable Outlook. Fitch has also affirmed Spinnaker Debtco Limited's senior secured rating on its EUR1.01 billion term loan B (TLB) at 'B+' with a Recovery Rating of 'RR3'. Norgine's ratings reflect its diversifying product portfolio, with established positions in selected markets, strong profitability, and growth prospects across consumer health and specialist pharmaceutical markets. The ratings remain constrained by Norgine's relative size, still high but improving product concentration, high leverage and temporarily depressed free cash flow (FCF) due to higher investments. The Stable Outlook reflects Fitch's expectations that Norgine will build deleveraging capacity as FCF generation rises from organic growth of acquired products and lower restructuring costs. Nevertheless, rating headroom is limited, with EBITDA leverage projected above 6.0x in 2026. Fitch's assumed deleveraging path is subject to moderate execution risks, balanced by satisfactory liquidity. Key Rating Drivers Concentrated Business; Structural Growth Opportunities: The rating reflects that Norgine's business risk profile remains underpinned by good market positions in selected established developed prescription medicine and consumer health markets, balancing its limited size and concentrated product portfolio. Its specialist care franchise offers defensive and structural growth opportunities. The company has strengthened its business profile through three acquisitions in the past 12 months. The products will broaden its portfolio in the rare disease therapeutics for niche products. They are margin accretive and have robust organic growth potential, which will complement the internal consumerisation strategy of its core Movicol brand, leading to mid-to-high single digit organic growth. Gradual EBITDA Margin Improvements: Fitch said, "We expect EBITDA margins in 2025 will remain below 24%, with the improvements in Movicol profitability being offset by investments in launches of multiple treatments. Margin expansion will be driven by the improved product mix, lower investments into launches, and the structurally accretive nature of the new products." High Leverage, Improving Deleveraging Capacity: The ratings reflect the company's high leverage, increased by the debt-funded acquisitions and leading to EBITDA leverage at around 6.2x by 2026. However, the Stable Outlook assumes a gradual reduction in leverage towards 5.2x to 2028, leading to a financial structure more comfortably aligned with the 'B' rating. Temporarily Negative FCF: Fitch said, "We view FCF conversion as generally favourable, trending towards mid-to-high single digits over the rating horizon, from negative levels during 2023-2025, as the company invested to optimise its manufacturing and distribution capacity, in addition to higher inventories in 2025 for the launch of its new products. We view these investments as supportive of overall organic growth." M&A to Continue: The rating also assumes financial discipline and conservative capital allocations, following the significant extraordinary cash flows to reshape the manufacturing footprint and investments in inorganic growth opportunities. Fitch said, "We forecast M&A to reduce following EUR410 million of investment in the past two years. We assume M&A expenditure of EUR100 million from 2026 to 2028, contributing EUR10 million of EBITDA." Moderate Execution Risks: Fitch expects execution risks associated with Norgine's targeted commercialisation strategy and integration of recently acquired products as meaningful but manageable. The organic growth strategy coming from the change to OTC from prescription in some key products requires a targeted, market-by-market approach and careful marketing strategy in the face of competition from larger international consumer healthcare market constituents. Structurally Growing, Defensive Market Exposure: In Fitch's view, Norgine's exposure to structurally growing and defensive markets, combined with active brand lifecycle management, underpin its profitable growth opportunities, which require a carefully executed marketing strategy in selected markets. The rating factors in the current mix of prescription and OTC drugs in Norgine's portfolio Peer Analysis Following Norgine's recent acquisitions of specialty therapeutics, Fitch bases the rating on its pharmaceutical navigator for companies. Fitch said, "We compare Norgine with asset-light pharmaceutical companies like ADVANZ Pharma HoldCo Limited (B/Stable), CHEPLAPHARM Arzneimittel GmbH (B/Stable), as well as the larger generic drug manufacturer Nidda BondCo GmbH (Stada; B/Stable). These companies are focused mostly in off-patent branded and generic drugs, with some contribution from biosimilar products." Stada and CHEPLAPHARM benefits from more sizeable and cash-generative operations but has a more aggressive financial risk profile than Norgine, with EBITDA leverage historically above 6.0x. ADVANZ has higher margins and similar leverage to Norgine. Fitch said, "We also compare Norgine with OTC consumer healthcare producers, like Cooper Consumer Health (B/Stable) and Opal Holdco 4 SAS (Opella; B+/Stable). Both entities hold leading market positions in different segments across several countries, reflected in their larger scale than Norgine. Cooper's higher profitability is offset by Norgine's lower leverage. We expect that Norgine's FCF margins will be similar to Cooper's following profitability improvements and reduced capital intensity." Fitch’s Key Rating-Case Assumptions - Organic revenue growth in the mid-to-high single digits through 2028, as the Movicol expansion offsets some of the declining revenue growth from Xifaxan and Angusta - EBITDA margin close to 24% in 2025 and trending to 25.5% by 2028 as the company's restructuring programmes improve profitability, along with increased contributions from the specialty pharmaceuticals portfolio - Capex around 5% of revenue in 2025 due to investments in facility reconfiguration; a similar level in 2026 due to increased milestone payments on recent acquisitions, and gradually declining to 1.5% by 2028 - EUR370 million in acquisitions in 2025, including the Mavorixafor and Hepatitis D treatment in-licensings and Theravia acquisition; EUR100 million in acquisitions from 2026 through 2028 - No dividends paid through 2027 Recovery Analysis The recovery analysis assumes that Norgine would be restructured as a going concern (GC) rather than liquidated in a default. Fitch said, "In our bespoke recovery analysis, we estimate GC EBITDA available to creditors of EUR120 million, on which we base the enterprise value. "We apply a distressed enterprise value (EV/EBITDA) multiple of 5.5x to calculate a GC EV. The multiple is lower than 6.0x for Cooper, given Norgine's smaller scale and lower margins due to Cooper's inherent market protection within the French market." Fitch assumes Norgine's multi-currency EUR160 million revolving credit facility (RCF) would be fully drawn in a restructuring, ranking equally with the rest of the senior secured loan. "The company also has a factoring facility that we assume will remain available after reorganisation, so we do not include it in our recovery calculation. Our waterfall analysis generates a ranked recovery for senior secured creditors in the 'RR3' band, leading to a 'B+' instrument rating, one notch above the IDR," Fitch said. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Slower-than-expected results from the market expansion strategy, or a more aggressive M&A strategy that leads to EBITDA leverage consistently above 6.0x, and neutral FCF margins. - EBITDA interest coverage below 2.0x. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful implementation of the investment strategy, resulting in increased scale and profitability, reflected in EBITDA generation above EUR200 million and the FCF margin approaching double digits. - EBITDA leverage consistently below 5.0x. - EBITDA interest coverage above 3.0x. Liquidity and Debt Structure Fitch said, "We view the liquidity structure as satisfactory for the rating. At end-September 2025, Norgine had EUR36 million of cash available for debt repayment (we restrict EUR20 million for intra-year working capital fluctuations), in addition to EUR90 million availability under its EUR160 million RCF. These sources should cover the company's cash flow needs for investing in the facilities' reconfiguration and operations' restructuring." Issuer Profile Norgine provides prescription and OTC treatments in gastroenterology, hepatology, rare diseases, and critical care. UK LOGISTICS 2024-2: DBRS Confirms BB Rating on Class E Notes ------------------------------------------------------------- DBRS Ratings Limited confirmed its credit ratings on the bonds issued by UK Logistics 2024-2 DAC (the Issuer) as follows: -- Class A at AAA (sf) -- Class B at AA (low) (sf) -- Class C at A (low) (sf) -- Class D at BBB (low) (sf) -- Class E at BB (sf) All trends are Stable. The credit ratings address the timely payment of interest and ultimate payment of principal on or before the legal final maturity date. CREDIT RATING RATIONALE The credit rating confirmations reflect the transaction's stable performance over the last 12 months. The transaction is a securitization of two floating-rate senior commercial real estate loans, Mileway and Indurent. With the deleveraging of the Mileway facility at the November 2025 interest payment date (IPD) following the disposal of nine warehouses properties, Morningstar DBRS notices potential upgrade pressure for the transaction. However, this upgrade pressure is offset by the new portfolio composition balance: with more traditional and well-established warehouses disposed in favor of alternative internal outdoor storage (IOS) assets, which Morningstar DBRS generally believes to be a collateral of lower quality. Performance at the Indurent facility remained stable over the last 12 months, without significant changes. Overall, the loans securing the transaction are performing in line with the provisions of the facility agreements, with no breaches of cash trap covenant thresholds reported to date. MILEWAY As of the November 2025 IPD, the portfolio leverage decreased as the Mileway loan balance decreased to GBP 105.9 million from GBP 164.2 million at issuance because disposal proceeds from the sale of nine properties in Q3 2025 partially prepaid the loan. The borrower prepaid a total of GBP 58.2 million, equivalent to 35.46% of the initial Mileway loan amount. The loan proceeds were applied to the notes on a pro rata basis. As of the November 2025 IPD, the Mileway loan accounted for 32% of the pool. As of the November 2025 IPD, the collateral securing the Mileway loan comprised 15 urban logistics assets (100.0% last mile) across five submarkets in the UK, eight warehouses (50.7% of the portfolio's market value (MV)), and seven IOS assets (49.3% of MV). Of the portfolio's aggregate value, 44.2% is in the South East, 18.5% is in the North West, 20.4% is in Yorkshire, 12.9% is in the Midlands, and 4% is in Scotland. Valuations prepared for the properties by JLL Valuation & Advisory Services, LLC (JLL) in October 2024 concluded an aggregate collateral MV of GBP 165.3 million, or GBP 173.6 million including the portfolio premium of 5%, resulting in loan-to-value (LTV) ratios of 65.9% and 61.0%, respectively. The remaining 15 assets are currently 93.5% occupied across 3.7 million square feet (sf) and they generate GBP 9.4 million of net operating income (NOI), down from GBP 13.2 million at the August 2025 IPD and GBP 12.9 million at origination. The portfolio has a weighted-average lease term to break (WALTb) and to expiry (WALTe) of 4.2 years and 8.1 years, respectively. As of the November 2025 IPD, the top 10 tenants account for 83.1% of the rental income, whereas the debt yield increased to 8.8% from 7.90% at issuance. Similarly, the interest coverage ratio (ICR) slightly increased to 1.4 times (x) in Q3 2025 from 1.2x at Q2 2025. Morningstar DBRS' long-term sustainable net cash flow (NCF) assumption for the Mileway portfolio is GBP 8.5 million per annum (p.a.), which represents a haircut of 9.6% to the portfolio's in-place NOI. Based on Morningstar DBRS' long-term sustainable capitalization rate (cap rate) assumption of 7.0%, the resulting Morningstar DBRS Value is GBP 121.5 million, which reflects a haircut of 26.5% to the portfolio's aggregate MV. The Mileway loan is interest-only (IO) prior to a permitted change of control (PCOC) and carries a floating rate, which references the Sterling Overnight Index Average (Sonia) floored at 0% plus a loan margin currently at 2.09% p.a., with such margin subject to a cap of 2.96% or 3.96% during any loan maturity extension period. The Mileway loan is fully hedged with a strike cap rate of 3.5% provided by BNP Paribas SA (BNP Paribas). The hedging agreement terminates in July 2027 after which the borrower is required to purchase either a Sonia cap or a swap agreement until the final repayment date. The Mileway loan has a term of five years, with a loan maturity date on 15 February 2030. There are no extension options. INDURENT As of the November 2025 IPD, the Indurent loan balance was GBP 225.2 million with an LTV of 63.8%, the same level as at issuance. The Indurent facility is the largest loan in the pool, accounting for 68% of the entire pool balance. The Indurent loan is backed by 39 urban logistics assets in six submarkets in the UK, with 52% by aggregate MV in the South East (including London and Milton Keynes), 19% in the North West (including Manchester and Warrington), 10% in the South West and Wales, 8% in the Midlands, 6% in Yorkshire, and 6% in Scotland. The Indurent portfolio comprises multi-let estates (59% by MV) and mid-box warehouses (41%). Valuations prepared for the properties by JLL in October 2024 concluded an aggregate collateral MV of GBP 353.3 million, or GBP 371.0 million including the portfolio premium of 5%, resulting in LTVs of 63.8% and 60.7%, respectively. As of the November 2025 IPD, the 39 assets were 83.3% occupied across 2.5 million sf and they generate a NOI of GBP 16.3 million, up 3.40% from GBP 15.8 million at issuance. As of the November 2025 IPD, the debt yield increased to 7.2% from 7.0% at issuance. The Indurent portfolio benefits from a diversified income stream, with 238 unique tenants as per Q3 2025 tenancy schedules. As of the November 2025 IPD, the largest 10 tenants account for 27.4% of the overall portfolio GRI. The WALTb and WALTe of the portfolio are 4.1 years and 5.5 years, respectively. Morningstar DBRS' NCF assumption for the property portfolio is GBP 16.3 million p.a., which represents a haircut of 0.1% to the portfolio's in-place NOI as of the November 2025 IPD. Based on Morningstar DBRS' long-term sustainable cap rate assumption of 6.5%, the resulting Morningstar DBRS Value is GBP 250.5 million, which reflects a haircut of 29.1% to the portfolio's aggregate MV. The Indurent loan is IO prior to a PCOC and carries a floating rate, which references Sonia floored at 0% plus a loan margin currently at 2.09% p.a., with such margin subject to a cap of 2.96% or 3.96% during any loan maturity extension period. The Indurent loan is fully hedged with a strike cap rate of 2.5%, and the hedging agreements terminate in July 2027 after which the borrower is required to purchase either a Sonia cap or a swap agreement until the final repayment date. The Indurent loan has a term of five years, with a loan maturity date on 15 February 2030. There are no extension options. The borrowers under the relevant loan can dispose of any asset securing the loans by repaying a release price of 100% of the allocated loan amount (ALA) of that property up to the first-release price threshold, which equals 10% of the initial portfolio valuation. Once the first-release price threshold is met, the release price will be 105% of the ALA up to the second-release price threshold, which equals 20% of the initial portfolio valuation. The release price will be 110% of the ALA thereafter, as for the current repayment allocation of the Mileway facility. On or after the occurrence of a PCOC, the release price applicable on the disposal of a property will be 115% of the ALA of that property. As of the November 2025 IPD, the transaction benefits from a liquidity facility of GBP 16.2 million (down from GBP 19.0 million at issuance), which represents 7.1% of the total outstanding balance of the covered notes and was provided by Bank of America, N.A., London Branch. The liquidity facility can be used to cover interest shortfalls on the Class A, Class B, and Class C notes. As per November 2025 IPD, Morningstar DBRS estimates that the liquidity facility will cover approximately 18.5 months of interest payments on the covered notes based on the hedging conditions for the two loans described above or approximately 14.9 months based on the 5.0% Sonia cap after the expected note maturity date in 2030. The Class E notes are subject to an available funds cap where the shortfall is attributable to an increase in the WA margin payable on the notes (however arising) or to a final recovery determination of the loan. For the purposes of satisfying U.S., European Union, and UK risk retention requirements, Morgan Stanley Principal Funding, Inc. (the Retaining Sponsor) advanced the loan in the amount of GBP 19.5 million to the Issuer on the closing date. As of the November 2025 IPD, the Issuer loan amounts had decreased to GPB 16.6 million. The legal final maturity of the notes is on 17 February 2035, five years after the loans' maturity dates. Morningstar DBRS believes that this provides sufficient time to enforce the loan collateral and repay the bondholders, given the security structure and jurisdiction of the underlying loans. Morningstar DBRS' credit ratings on the Class A, Class B, Class C, Class D, and Class E notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the initial principal amounts and the interest amounts. Notes: All figures are in British pound sterling unless otherwise noted. VEDANTA RESOURCES: Fitch Affirms 'B+' IDR, Alters Outlook to Pos. ----------------------------------------------------------------- Fitch Ratings has revised the Outlook on UK-based Vedanta Resources Limited's (VRL) Long-Term Foreign-Currency Issuer Default Rating (IDR) to Positive from Stable and affirmed the IDR at 'B+'. Fitch has also affirmed VRL's senior unsecured rating at 'B+', as well as the ratings on the US dollar bonds issued by VRL's subsidiary, Vedanta Resources Finance II Plc, at 'B+' with a Recovery Rating of 'RR4'. The bonds are unconditionally and irrevocably guaranteed by VRL. The Positive Outlook reflects Fitch's estimate that VRL's proportionately consolidated EBITDA net leverage may reduce to around 3.2x or lower for a sustained period. This will be driven by Fitch's increased short-to-medium term commodity price assumptions for zinc, aluminium and silver, the improving backward integration in VRL's aluminium business, and management commitment towards deleveraging. The 'B+' rating reflects VRL's governance and group structure risks, business profile strengths and a moderate financial profile. It also factors in manageable liquidity risks at the holding company, comprising VRL and other offshore investment holding companies owned by VRL. Key Rating Drivers Rising EBITDA: Fitch expects VRL's EBITDA to rise to about USD6 billion in the financial year ending March 2026 (FY26) and FY27 (FY25: USD5.3 billion). This will be supported by strong prices for VRL's key commodities, healthy volume growth and cost reduction at its aluminium operations. VRL commissioned a 1.5 million tonne per annum (mtpa) alumina refinery at Lanjigarh in 2QFY26. It also plans to enhance captive bauxite and coal mining over FY27-FY28. The improved backward integration will reduce costs and add resilience to cash flows. Leverage to Fall: Fitch expects VRL's proportionately consolidated EBITDA net leverage to fall to about 3.2x in the next few years (FY25: 3.6x), driven by strong operating cash flows. The ratio reflects proportionate consolidation of VRL's operating subsidiaries (opcos) Vedanta Limited (VLTD, effective ownership 56.4%), Hindustan Zinc Limited (35.8%), and Bharat Aluminium Corporation Limited (28.8%). Strengthening Financial Discipline: VRL's recent record of proactive refinancing, smoothened debt maturities, lowered borrowing costs, and reduced gross debt signal strengthening financial discipline. VRL aims to reduce holding company debt to USD3 billion over the next few years (October 25: USD4.8 billion, excluding inter-company loan), and to pursue growth investments within the scope of this deleveraging target. Higher-than-expected investments and/or dividends could delay deleveraging. Governance and Group Structure Risks: VRL has a small board of directors and the lack of an independent majority may lead to inadequate checks to prevent cash leakage and protect creditors. Two of the three board members are from the founding family. VLTD's eight-member board includes three from the founding family, and two of the four independent directors are former VRL executives. The group structure is complex with structurally subordinated cash flow and opcos held via indirectly owned intermediate subsidiaries in different jurisdictions. Governance Weighs on Rating: The higher importance of our management and corporate governance assessment on VRL's rating navigator weighs on its rating. The rating could have been higher otherwise, considering VRL's business profile strengths. Fitch said, "We rate the senior unsecured bonds at the same level as VRL's IDR, given our estimates of average recovery prospects under the assumption that VRL's stake in VLTD is liquidated under bankruptcy." Strong Business Profile; Cyclical Industry: VRL's rating benefits from its large scale, leading position in some segments, and commodity diversification, with zinc, aluminium, and oil and gas contributing around 40%, 40% and 10%, respectively, to FY25 EBITDA. However, the prices of most of these minerals tend to move sharply and in the same direction. The rating also reflects benefits from the generally low-cost position of VRL's zinc mining assets in India. The assets have a modest weighted-average reserve mine life of around 10 years. Peer Analysis VRL is rated at the same level as gold producer Eldorado Gold Corporation (B+/Stable) and a notch lower than Hudbay Minerals Inc. (BB-/Stable). VRL has larger EBITDA scale and greater commodity diversification than the two peers. A majority of VRL's mining assets, owned through VLTD, generally have an attractive cost position in the first or second quartile of their respective cost curves. Eldorado and Hudbay also have generally strong cost positions. However, VRL's higher EBITDA net leverage and weaker governance risks lead to the rating differences. Fitch's Key Rating-Case Assumptions - London Metal Exchange prices in FY26, FY27 and FY28 for zinc of USD2,857/tonne, USD2,813/tonne and USD2,675/tonne, respectively, and USD2,597/tonne, USD2,538/tonne and USD2,500/tonne, respectively, for aluminium. - Brent crude oil prices in FY26, FY27 and FY28 of USD67/barrel, USD63/barrel and USD62/barrel, respectively. - Capex of USD2.1 billion-2.6 billion per year over FY26-FY28. - Volume growth across various segments based on capex-led new capacity ramping up. - Dividends received by VRL from opcos' profit of USD0.6 billion-0.7 billion per year over FY27-FY28 Recovery Analysis The recovery analysis assumes that VRL's stake in its main listed subsidiary, VLTD, would be liquidated in a bankruptcy. To calculate the liquidation value of VRL's 56% stake in VLTD, fitch refers to the 25th percentile of VLTD's market capitalisation since 2015, to incorporate the risk of a weaker valuation at the time of liquidation. Fitch takes off 10% from the enterprise value to account for administrative claims, such as bankruptcy and associated costs. Fitch includes the inter-company loan of around USD417 million from subsidiary Cairn India Holdings Limited and the USD4.8 billion of holding company debt at VRL as of end-October 2025 to estimate recoveries. The assumptions result in a recovery rate corresponding to a Recovery Rating of 'RR3'. However, VLTD is listed in and mainly operates in India, which Fitch classifies under the Group D of jurisdictions, capping the Recovery Rating for VRL's senior unsecured notes at 'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - VRL's proportionately consolidated EBITDA net leverage decreases below 3.2x for a sustained period. - A sustained record of disciplined and predictable financial policies. Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Negative rating action is unlikely as the rating Outlook is Positive. However, a failure to meet the positive sensitivities could lead to the Outlook being revised to Stable. Further negative rating action could arise if: - VRL's proportionately consolidated EBITDA net leverage increases above 4.5x for a sustained period. - VRL's holding company coverage (sustainable dividend + brand fees/gross interest) reduces below 2.0x for a sustained period. - There is adverse regulatory action, materialisation of contingent liabilities, and signs of weakening liquidity, funding access or financial discipline. Liquidity and Debt Structure The VRL holding company had around USD5.2 billion of debt (including USD0.4 billion of an inter-company loan) as of October 2025, with only USD0.3 billion of external debt repayments due until end-FY27. The inter-company loan is also due by end-FY27. Fitch expects VRL to meet the debt maturities through dividends from its opcos and/or refinancing, given improved funding access. Potential sales of stakes in listed opcos provide additional buffers. Fitch expects VRL to manage the weak liquidity at its opcos by refinancing given their strong business profiles and adequate funding access. Fitch thinks the opcos can have some flexibility in capex. Issuer Profile UK-based VRL acts as a group financing vehicle and a holding company for diversified metal and mining businesses held under its 56.4% stake in VLTD. Fitch estimates that the zinc, aluminium, and oil and gas segments contributed almost 90% of VRL's Fitch-adjusted consolidated EBITDA of around USD5.3 billion in FY25. RATINGS ACTION Rating Prior ------ ----- Vedanta Resources Finance II Plc senior unsecured LT B+ Affirmed RR4 B+ Vedanta Resources Limited LT IDR B+ Affirmed B+ senior unsecured LT B+ Affirmed B+ VITRINE GLAZING: Quantuma Appointed as Administrators ----------------------------------------------------- Vitrine Glazing Systems Limited was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales Court No. CR-2025-008737, and Nicholas Simmonds and Chris Newell of Quantuma Advisory Limited were appointed as administrators on Dec. 10, 2025. Trading as Fiducia Interiors Ltd, Vitrine Glazing specialized in design activities. Its registered office is c/o Rayner Essex LLP, Tavistock House South, Tavistock Square, London, WC1H 9LG and it is in the process of being changed to 1st Floor, 21 Station Road, Watford, WD17 1AP. Its principal trading address is 10 Golden Square, London, W1F 9JA. The administrators can be reached at: Nicholas Simmonds Chris Newell Quantuma Advisory Limited 1st Floor, 21 Station Road Watford, Herts, WD17 1AP Further details contact: Clare Vila Tel: 01923 954 174 Email: Clare.Vila@quantuma.com ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. 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