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260319.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Thursday, March 19, 2026, Vol. 27, No. 56 Headlines F I N L A N D MEHILAINEN YHTYMA: Moody's Affirms B2 CFR, Outlook Remains Stable F R A N C E EDUCATION GROUP: Moody's Cuts CFR to B3, Alters Outlook to Stable I R E L A N D ARMADA EURO V: Moody's Affirms B3 Rating on EUR9MM Class F Notes BILBAO CLO III: Fitch Assigns 'B-sf' Final Rating to Cl. E-RR Notes CARLYLE EURO 2019-1: Moody's Cuts Rating on EUR10MM E Notes to Caa1 CARLYLE GLOBAL 2014-3: Fitch Affirms 'B+sf' Rating on Cl. E-R Notes CUMULUS STATIC 2024-1: Fitch Affirms 'BB-sf' Rating on Cl. F Notes CVC CORDATUS XXIV: Fitch Assigns 'B-sf' Rating to Class F-R-R Notes MARINO PARK: Fitch Assigns 'B-sf' Final Rating to Class F Notes NEUBERGER BERMAN 2: Moody's Affirms B3 Rating on EUR9MM F Notes I T A L Y FABBRICA ITALIANA: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable GOLDEN BAR 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating to Cl. E Notes L U X E M B O U R G ARENA LUXEMBOURG: Moody's Affirms Ba3 CFR, Alters Outlook to Stable GARFNKELUX HOLDCO 3: Fitch Affirms 'C' Rating on Sr. Secured Debt SES FINANCING: Moody's Rates New Junior Subordinated Notes 'Ba3' M O N T E N E G R O MONTENEGRO: Moody's Affirms Ba3 Issuer Rating, Outlook Now Pos. N E T H E R L A N D S BOELS TOPHOLDING: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable P O L A N D CITY OF ZABRZE: Fitch Affirms 'BB' LT IDRs, Alters Outlook to Pos. S P A I N SANTANDER CONSUMO 10: Moody's Assigns (P)B3 Rating to Class F Notes S W E D E N REN10 HOLDING: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable U K R A I N E FERREXPO PLC: Fitch Lowers Long-Term IDR to 'CC' U N I T E D K I N G D O M AMBER ENERGY: FRP Advisory Appointed as Joint Administrators BRACCAN MORTGAGE 2026-1: Moody's Assigns (P)B2 Rating to X Notes C2 VTG: Bespoke Insolvency Appointed as Administrator DOWSON PLC 2024-1: Moody's Ups Rating on GBP22.75MM E Notes to Ba2 HONOURS PLC 2: Moody's Cuts Rating on GBP11.95MM Cl. D Notes to Ca WILSHIRE BENCHMARKS: FRP Advisory Appointed as Joint Administrators - - - - - ============= F I N L A N D ============= MEHILAINEN YHTYMA: Moody's Affirms B2 CFR, Outlook Remains Stable ----------------------------------------------------------------- Moody's Ratings has affirmed the B2 corporate family rating and the B2-PD probability of default rating of Mehilainen Yhtyma Oy (Mehilainen). Moody's have also affirmed the B2 ratings on the senior secured and backed senior secured instruments issued by Mehilainen Yhtiot Oy. The outlook remains stable on both entities. RATINGS RATIONALE The rating affirmation reflects Mehilainen's good operating performance, supporting adjusted credit metrics that remain well aligned with the B2 rating. In 2025, revenue increased by 16.9% to EUR2.4 billion and reported pre-IFRS EBITDA increased by 21.2% to EUR370 million. The reported EBITDA margin improved to 15.3%, compared with 14.8% in 2024. Revenue growth was supported by both organic development and acquisitions: organic revenue growth amounted to 3.4%, driven by pricing, contract wins and continued strength in core healthcare services, while the majority of growth came from acquisitions, most notably the consolidation of InMedica from March 2025 and the December 2025 consolidation of Regina Maria and MediGroup. EBITDA growth was likewise driven primarily by acquisitions, complemented by a positive organic EBITDA increase of around EUR8 million, supported by greenfield units, new contracts and efficiency gains. In 2026, Moody's expects a steady EBITDA margin increase driven by the first full-year contribution from the recent acquisitions and continued organic growth across core healthcare services. Margin improvement is expected to be further supported by the initial realisation of integration synergies, particularly from Regina Maria and MediGroup, as operational efficiencies and scale benefits begin to materialise. On a pro forma basis for acquisitions, adjusted gross debt to EBITDA stood at 6.2x in 2025, and Moody's expects this ratio to decline to around 5.9x in 2026. In 2026, Moody's forecasts adjusted EBITA to interest expense of 1.8x and an adjusted free cash flow to debt ratio of 2.2%, metrics that are gradually trending toward the B1 rating category. In Moody's base case, Moody's assumes approximately EUR110 million of additional acquisitions in 2026, reflecting the company's strategy to further expand its geographic footprint in attractive jurisdictions. These are expected to be primarily bolt-on acquisitions in markets where the regulatory environment and payment systems are not fully public, thereby limiting exposure to adverse regulatory changes and reducing price-taker risk. At the same time, Moody's notes that the pursuit of larger-scale acquisitions beyond bolt-ons could lead to renewed leverage pressure and constrain the pace of improvement in credit metrics toward the B1 rating level. More generally, Mehilainen's B2 ratings are supported by the company's (1) leadership position in Finland's (Aa1 stable) private healthcare and social care market; (2) a degree of geographical diversification with the recent acquisitions in Romania (Baa3 negative), Serbia (Ba2 stable), and Lithuania (A2 stable); (3) favorable secular trends, driven by an ageing population with a higher life expectancy resulting in an increased demand for medical care in Europe; and (4) business diversification providing healthcare services to various customers in the public and private sectors. Conversely, the ratings are constrained by (1) the leveraged financial profile, illustrated by adjusted gross debt to EBITDA of 6.2x pro forma for acquisitions in 2025; (2) its exposure to adverse regulatory changes, budgetary pressures on public payers, which could limit Mehilainen's pricing power; (3) large fixed-cost base and staff shortages that could exert pressure on profitability; and (4) potential debt-funded acquisitions which could impede credit metrics improvement. LIQUIDITY Mehilainen's liquidity is good. It is supported by cash of EUR229 million as of December 31, 2025, and an undrawn revolving credit facility (RCF) of EUR350 million. Moody's estimates the company to maintain headroom against the springing net leverage covenant set at 9.75x, tested when the RCF is drawn by more than 40%. RATING OUTLOOK The stable outlook reflects Moody's expectations that Mehilainen will maintain adjusted credit metrics comfortably within the guidance for the B2 rating, while also incorporating the risk of potential releveraging associated with sizable acquisition activity over the next 12–18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could develop if Moody's-adjusted gross debt to EBITDA remains below 5.5x on a sustained basis; Moody's adjusted EBITA to interest expense ratio remains above 2.0x on a sustained basis; Moody's-adjusted free cash flow (FCF) to gross debt ratio trends towards 5% on a sustained basis. Downgrade rating pressure could develop if Moody's-adjusted gross debt to EBITDA ratio remains above 6.5x for a prolonged period; Moody's-adjusted EBITA to interest expense ratio remains materially below 1.5x for a prolonged period; Moody's-adjusted FCF remains negative for a prolonged period; profitability deteriorates because of competitive, regulatory and pricing pressure; the company increases financial risk, resulting from debt-funded acquisitions; liquidity deteriorates. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in February 2026. 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 Mehilainen Yhtyma Oy is a leading private provider of healthcare and social care services in Europe, operating across Finland, Sweden, Estonia, Germany, Lithuania, Romania and Serbia. The group operates a network of approximately 1,450 units, including medical clinics, hospitals, diagnostic centres, residential care homes and child welfare units. Mehilainen provides healthcare and social care services to public sector, corporate and private customers, with a growing share of revenue generated outside Finland following recent international expansion. Mehilainen is majority owned by private equity investors, with funds managed by CVC Capital Partners holding approximately 41% of the company and Hellman & Friedman holding approximately 38%, alongside Finnish institutional investors, management and employees. =========== F R A N C E =========== EDUCATION GROUP: Moody's Cuts CFR to B3, Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings has downgraded to B3 from B2 the long-term corporate family rating and to B3-PD from B2-PD the probability of default rating of The Education Group SAS (Grandir), a France-based international provider of childcare and early education. Concurrently, Moody's downgraded to B3 from B2 the ratings on the EUR525 million senior secured term loan B (TLB) due September 2028 and the EUR110 million senior secured revolving credit facility (RCF) due March 2028, both borrowed by Grandir. The outlook has been changed to stable from negative. "The rating downgrade reflects Grandir's ongoing staffing challenges in France and intensified competition, particularly in the B2B segment. These persistent pressures have led to a material weakening of key credit metrics, with leverage remaining elevated and free cash flow turning negative," says Víctor García Capdevila, Moody's Ratings Vice President–Senior Analyst. "While the international segment continues to perform well and provides some offset to the weak performance in France, v do not expect these structural challenges to be fully addressed over the next 12–18 months," adds Mr. García Capdevila. RATINGS RATIONALE Grandir's operating and financial performance has deteriorated materially and more than Moody's had anticipated at the time of Moody's April 2025 rating action, when Moody's affirmed the company's B2 rating and revised the outlook to negative. That action reflected the deterioration in the group's key credit metrics driven by its debt-funded inorganic growth strategy, weak free cash flow generation, and persistent staffing challenges in France. Since then, performance has continued to weaken, resulting in a further deterioration of leverage, interest coverage and cash flow generation. In 2025, Grandir's organic revenue reached EUR835 million, 3% below Moody's base case expectation of EUR863 million. Moody's-adjusted organic EBITDA was EUR161 million, 8% below the EUR174 million expected. M&A activity contributed an additional EUR16 million of revenue and EUR3 million of company reported EBITDA in 2025. For 2026, Moody's base case assumes continued weak operating performance, with organic revenue increasing by only 1% to EUR847 million, or by 4% to EUR885 million including acquisitions. Moody's-adjusted organic EBITDA is projected to rise by 1% to EUR162 million, or by 3% to EUR169 million including inorganic contributions. Moody's expects operating performance to recover in 2027, with revenue increasing by 3% to EUR909 million and Moody's-adjusted EBITDA rising by 5% to EUR179 million. This improvement is supported primarily by strong international performance and continued contributions from the group's inorganic growth strategy. The company's underperformance relative to expectations is primarily driven by structural staffing challenges in France and an intensifying competitive environment, particularly in the B2B segment. Staffing shortages continue to weigh on occupancy levels, increase reliance on temporary personnel, and undermine profitability. These issues appear structural rather than temporary in nature, and Moody's do not expect the company to fully overcome them over the next 12–18 months. At the same time, competitive and pricing pressures in the B2B segment have intensified, further constraining revenue growth and margins. As a result of these pressures, Grandir's key credit metrics have weakened materially. Moody's-adjusted gross leverage (pre leases) increased to 6.8x in 2025 from 5.9x in 2024 and is expected to rise further to around 7.0x in 2026 before moderating to 6.8x in 2027. Interest coverage, measured as EBITA to interest expense (pre leases), declined slightly to 1.2x in 2025 from 1.3x in 2024 and is expected to remain weak at around 1.2x in 2026 and before improving slightly to 1.3x in 2027. Free cash flow generation is also expected to weaken. After generating positive free cash flow of EUR8 million in 2025, Moody's forecasts a shift to negative free cash flow in 2026 (–EUR9 million) before returning positive in 2027 (EUR5 million). Overall, Grandir's operating and financial performance has fallen short of the original expectations underpinning the B2 rating assigned at the time of the 2021 transaction. Leverage has remained consistently above expectations and, rather than deleveraging as initially anticipated, the group's leverage is trending back toward levels observed at the closing of the 2021 transaction. Moody's views the company's shareholder support as a credit positive. This is evidenced by a EUR30 million equity injection in December 2025, which provides additional financial flexibility and supports liquidity. In addition, the group's international segment continues to perform well and helps partially offset the weak operating performance in France, although this is insufficient to fully counterbalance the structural challenges affecting the domestic business. Social considerations are material to the rating action because of the structural staffing challenges the company continues to face in its French domestic market. LIQUIDITY Liquidity remains adequate, supported by a cash balance of EUR46 million as of December 2025 and full availability under the EUR110 million senior secured revolving credit facility. The RCF is subject to a consolidated senior secured net leverage springing covenant of 9.1x when drawings exceed 40%. However, the company faces upcoming debt maturities—specifically the TLB in September 2028 and the RCF in March 2028—which heighten refinancing risk given the challenging operating performance in France, weakened credit metrics, and negative free cash flow generation. STRUCTURAL CONSIDERATIONS Grandir's probability of default rating of B3-PD reflects the use of an expected family recovery rate of 50%, as is consistent with all first-lien covenant-lite capital structures. The EUR525 million TLB and the EUR110 million RCF are rated B3, in line with the company's CFR. Both facilities are guaranteed by the company's subsidiaries and benefit from a guarantor coverage of not less than 80% of the group's consolidated EBITDA. The security package includes shares, bank accounts and intercompany receivables of material subsidiaries. The shareholder loan provided by InfraVia Capital Partners (InfraVia) and Sodexo SA (Sodexo) and due after the final debt maturity of the TLB is treated as equity under Moody's methodologies. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectations of a gradual stabilization in the group's operating performance over the next 12–24 months, while maintaining an adequate liquidity profile at all times and gradually improving key credit metrics. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the rating is unlikely over the next 12–18 months given the currently weak credit metrics. Positive momentum could emerge if Grandir's Moody's adjusted gross debt/EBITDA falls below 6.0x before lease adjustments or 4.5x after lease adjustments, and the company establishes a track record of solid organic revenue growth, sustained positive free cash flow, and EBITA/interest expense approaching 1.5x. The rating could come under pressure if the company's operating performance deteriorates beyond Moody's current expectations, resulting in Moody's adjusted gross leverage rising above 7.0x before lease adjustments or 5.5x after lease adjustments. Negative rating pressure could also develop if EBITA/interest expense falls below 1.0x or if free cash flow is sustainably negative, leading to a material weakening of liquidity. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in February 2026. 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 The Education Group SAS (Grandir) is a leading international provider of childcare and early education for infants and children under the age of six years, with more than 48,000 seats and 1,100 nurseries in five countries. In 2025, Moody's estimates that the group had operations in France (57% of revenue), Canada (14%), the UK (15%), the US (9%), Germany (5%). The business model is predominantly focused on business-to-consumer (B2C) (43% of revenue in 2025), B2B (25%) and B2G (32%). In 2025, Moody's estimates the group generated revenue of EUR851 million and Moody's-adjusted EBITDA of EUR164 million. Grandir is owned by funds managed by InfraVia Capital Partners (InfraVia, 61%), Sodexo SA (20%), the founder and CEO (18%), and the management team (1%). ============= I R E L A N D ============= ARMADA EURO V: Moody's Affirms B3 Rating on EUR9MM Class F Notes ---------------------------------------------------------------- Moody's Ratings has upgraded the rating on the following notes issued by Armada Euro CLO V Designated Activity Company: EUR30,500,000 Class B Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Aug 11, 2021 Definitive Rating Assigned Aa2 (sf) Moody's have also affirmed the ratings on the following notes: EUR186,000,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Aug 11, 2021 Definitive Rating Assigned Aaa (sf) EUR21,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed A2 (sf); previously on Aug 11, 2021 Definitive Rating Assigned A2 (sf) EUR18,000,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Aug 11, 2021 Definitive Rating Assigned Baa3 (sf) EUR16,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Aug 11, 2021 Definitive Rating Assigned Ba3 (sf) EUR9,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Aug 11, 2021 Definitive Rating Assigned B3 (sf) Armada Euro CLO V Designated Activity Company, issued in August 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Brigade Capital Europe Management LLP. The transaction's reinvestment period ended in January 2026. RATINGS RATIONALE The rating upgrade on the Class B notes is primarily a result of the benefit of the transaction having reached the end of the reinvestment period in January 2026. The affirmations on the ratings on the Class A, C, D, E and F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR298.5m Defaulted Securities: EUR2.9m Diversity Score: 41 Weighted Average Rating Factor (WARF): 3029 Weighted Average Life (WAL): 4.34 years Weighted Average Spread (WAS) (before accounting for Euribor floors: 3.47% Weighted Average Coupon (WAC): 3.96% Weighted Average Recovery Rate (WARR): 45.41% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank provider, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. BILBAO CLO III: Fitch Assigns 'B-sf' Final Rating to Cl. E-RR Notes ------------------------------------------------------------------- Fitch Ratings has assigned Bilbao CLO III DAC reset notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Bilbao CLO III DAC A-1-R XS2332235733 LT PIFsf Paid In Full AAAsf A-1-RR XS3297707294 LT AAAsf New Rating A-2-RR XS3297707534 LT AAsf New Rating A-2A-R XS2332236384 LT PIFsf Paid In Full AA+sf A-2B-R XS2332236970 LT PIFsf Paid In Full AA+sf B-R XS2332237788 LT PIFsf Paid In Full A+sf B-RR XS3297707708 LT Asf New Rating C-R XS2332238323 LT PIFsf Paid In Full BBB+sf C-RR XS3297735238 LT BBB-sf New Rating D-R XS2332239131 LT PIFsf Paid In Full BB+sf D-RR XS3297708268 LT BB-sf New Rating E-R XS2332238919 LT PIFsf Paid In Full Bsf E-RR XS3297708425 LT B-sf New Rating Transaction Summary Bilbao CLO III DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes, except the subordinated notes, and to fund the portfolio with a target par of EUR350 million. The portfolio is actively managed by Guggenheim Partners Europe Ltd. The CLO has an approximately 4.5-year reinvestment period, and a 7.5-year weighted average life (WAL) test covenant at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch-weighted average rating factor of the identified portfolio is 26.0. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-weighted average recovery rate of the identified portfolio is 60.8%. Diversified Asset Portfolio (Positive): The transaction includes various concentration limits, including a top 10 obligor concentration limit of 20%, a fixed-rate obligation limit of 10% and a maximum exposure to the three largest Fitch-defined industries of 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. WAL Test Step-Up Feature (Neutral): The transaction can extend the WAL by one year on or up to three months after the step-up date, which is one year after closing. The WAL extension is subject to conditions, including the satisfaction of collateral quality tests and the collateral principal balance (with defaulted assets at collateral value) being at least at the reinvestment target par, unless the transaction has already moved to the matrix with a WAL of 8.5 years, in which case no further conditions apply. Portfolio Management (Neutral): The transaction has an approximately 4.5-year reinvestment period, which is governed by reinvestment criteria that are 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. The transaction includes three sets of Fitch test matrices. Two are effective at closing, one with a WAL of 8.5 years and one with a WAL of 7.5 years. The third has a WAL of seven years and will become effective 18 months after closing. Matrix switches are conditional on the collateral principal amount (with defaults accounted for at Fitch-calculated collateral value) being at least at the reinvestment target par balance and the satisfaction of the transaction's collateral quality tests. Cash Flow Modelling (Positive): The WAL Fitch modelled is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged after the reinvestment period. These include passing both the coverage tests and the Fitch 'CCC' limit as well as a WAL covenant that progressively steps down. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the current portfolio would have no impact on the class A-1-RR notes and would lead to downgrades of two notches on the class A-2-RR, B-RR, D-RR notes, one notch for the class C-RR notes and to below 'B-sf' for the class E-RR notes. Based on the current portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Due to the better metrics and shorter life of the current portfolio than the stressed-case portfolio, the class C-RR and D-RR notes display rating cushions of two notches and the class A-2-RR, B-RR and E-RR notes of one notch. The class A-1-RR notes do not display any rating cushion as they are already at the highest achievable rating. Should the cushion between the current portfolio and the stressed-case portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed-case portfolio would lead to downgrades of four notches for the class A-2-RR and B-RR notes, three notches for the class A-1-RR and C-RR notes and to below 'B-sf' for the class D-RR and E-RR notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the RDR across all ratings and a 25% increase in the RRR across all ratings of the stressed-case portfolio would lead to upgrades of up to two notches for the rated notes, 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 stressed-case portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, leading to the ability of the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Bilbao CLO III DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. CARLYLE EURO 2019-1: Moody's Cuts Rating on EUR10MM E Notes to Caa1 ------------------------------------------------------------------- Moody's Ratings has taken a variety of rating actions on the following notes issued by Carlyle Euro CLO 2019-1 DAC: EUR23,000,000 Class B Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aaa (sf); previously on Aug 19, 2025 Upgraded to Aa3 (sf) EUR27,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to A3 (sf); previously on Aug 19, 2025 Upgraded to Baa2 (sf) EUR10,000,000 Class E Senior Secured Deferrable Floating Rate Notes due 2032, Downgraded to Caa1 (sf); previously on Aug 19, 2025 Downgraded to B3 (sf) Moody's have also affirmed the ratings on the following notes: EUR240,000,000 (Current outstanding amount EUR103,776,973) Class A-1 Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Aug 19, 2025 Affirmed Aaa (sf) EUR36,000,000 Class A-2A Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Aug 19, 2025 Upgraded to Aaa (sf) EUR10,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf); previously on Aug 19, 2025 Upgraded to Aaa (sf) EUR22,700,000 Class D Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed Ba2 (sf); previously on Aug 19, 2025 Affirmed Ba2 (sf) Carlyle Euro CLO 2019-1 DAC, issued in March 2019, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European and US loans and bonds. The portfolio is managed by CELF Advisors LLP. The transaction's reinvestment period ended in September 2023. RATINGS RATIONALE The upgrades on the ratings on the Class B and C notes are primarily a result of the deleveraging of the Class A-1 notes following amortisation of the underlying portfolio since the last rating action in August 2025; the downgrade on the rating on the Class E notes is due to the deterioration in the credit quality of the underlying collateral pool since the last rating action in August 2025. The affirmations on the ratings on the Class A-1, A-2A, A-2B and D notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A-1 notes have paid down by approximately EUR83.0million (37.3%) since the last rating action in August 2025 and EUR136.2 million (56.8%) since closing. As a result of the deleveraging, over-collateralisation (OC) has increased across the capital structure. According to the trustee report dated February 2026 [1], the Class A, Class B, Class C, Class D and Class E OC ratios are reported at 164.44%, 142.55%, 123.28%, 110.70% and 105.95% compared to July 2025 [2] levels of 142.73%, 129.90%, 117.49%, 108.76% and 105.31%, respectively. The deleveraging and OC improvements primarily resulted from high prepayment rates of leveraged loans in the underlying portfolio. Since the last rating action in August 2025, vast majority of such prepaid proceeds has been applied to amortise the liabilities. All else held equal, such deleveraging is generally a positive credit driver for the CLO's rated liabilities. At the same time, the credit quality of the underlying portfolio has deteriorated as reflected in the deterioration in the average credit rating of the portfolio (measured by the weighted average rating factor, or WARF) and an increase in the proportion of securities from issuers with ratings of Caa1 or lower. According to the trustee report dated February 2026 [1], the WARF was 3284, compared with 3015 for the July 2025 [2] report used for the last rating action. Securities with ratings of Caa1 or lower currently make up approximately 7.6% of the underlying portfolio as per February 2026 [1] report, versus 6.2% respectively in July 2025 [2] report as used for the last rating action in August 2025. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR246,447,367 Defaulted Securities: EUR581,697 Diversity Score: 34 Weighted Average Rating Factor (WARF): 3409 Weighted Average Life (WAL): 3.29 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.66% Weighted Average Coupon (WAC): 3.90% Weighted Average Recovery Rate (WARR): 43.76% Par haircut in OC tests and interest diversion test: none The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. CARLYLE GLOBAL 2014-3: Fitch Affirms 'B+sf' Rating on Cl. E-R Notes ------------------------------------------------------------------- Fitch Ratings has upgraded Carlyle Global Market Strategies Euro CLO 2014-3 DAC 's class B-R and C-R notes, and affirmed the rest, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Carlyle Global Market Strategies Euro CLO 2014-3 DAC A-1A-R XS1751482305 LT AAAsf Affirmed AAAsf A-1B-R XS1751482644 LT AAAsf Affirmed AAAsf A-2A-R XS1751483022 LT AAAsf Affirmed AAAsf A-2B-R XS1751483451 LT AAAsf Affirmed AAAsf B-R XS1751483709 LT AA+sf Upgrade AA-sf C-R XS1751484004 LT AAsf Upgrade A-sf D-R XS1751484699 LT BB+sf Affirmed BB+sf E-R XS1751484343 LT B+sf Affirmed B+sf Transaction Summary Carlyle Global Market Strategies Euro CLO 2014-3 DAC is a cash flow CLO comprising senior secured obligations. The transaction closed in October 2014 and was reset in January 2018. It is managed by CELF Advisors LLP and exited its reinvestment period in July 2022. KEY RATING DRIVERS Transaction Deleveraging: About EUR224.8 million of the class A-1A-R and A-1B-R notes has been repaid since its last review in April 2025. This deleveraging has resulted in an increase in credit enhancement for the rated notes, and the rating upgrades for the class B-R and C-R notes reflect sufficient default rate cushions at their ratings. Losses Below Rating Case Assumptions: As of the latest trustee report, the transaction was about 3% below par (calculated as the current par difference over the original target par) and no defaulted assets were in the portfolio. However, the shortfall to par is below its rating-case loss assumptions. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the underlying obligors at 'B'/'B-'. The weighted average rating factor of the current portfolio is 26.9 as calculated by Fitch. About 14.3% of the portfolio comprises assets with an Issuer Default Rating on Negative Outlook. High Recovery Expectations: Senior secured obligations comprise 100% of the portfolio. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the current portfolio is 62.1%. Increasing Portfolio Concentration: The top 10 obligor concentration, as calculated by Fitch, is 23.7%, and no obligor represents more than 2.8% of the portfolio balance. This represents a sharp increase from April 2025, when the top 10 obligor concentration was 14.1% and the largest obligor accounted for 1.7%, which is common in deleveraging transactions. Exposure to the three largest Fitch-defined industries is 31.3% as calculated by Fitch. Fixed-rate assets as reported by the trustee are at 6.6%, currently complying with the limit of 10%. Deviation from MIR: The class C-R notes are rated one notch below their respective model-implied rating (MIR), due to insufficient default rate cushion at the MIR. Transaction Outside Reinvestment Period: The transaction exited its reinvestment period in July 2022, and the most senior notes are being repaid. The transaction is failing some tests, with the Fitch 'CCC' assets accounting for 8.6% of the portfolio balance, above the 7.5% limit. However, strict test satisfaction is not required by the reinvestment criteria and its analysis has therefore tested the notes' achievable ratings across the Fitch matrices. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades, which are based on the current portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Carlyle Global Market Strategies Euro CLO 2014-3 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. CUMULUS STATIC 2024-1: Fitch Affirms 'BB-sf' Rating on Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has upgraded Cumulus Static CLO 2024-1 DAC's class B and C notes and affirmed the rest. Entity/Debt Rating Prior ----------- ------ ----- Cumulus Static CLO 2024-1 DAC A XS2797356842 LT AAAsf Affirmed AAAsf B XS2797421505 LT AA+sf Upgrade AAsf C XS2797421927 LT A+sf Upgrade Asf D XS2797422149 LT BBBsf Affirmed BBBsf E XS2797422495 LT BBsf Affirmed BBsf F XS2797422578 LT BB-sf Affirmed BB-sf Transaction Summary Cumulus Static CLO 2024-1 DAC is an arbitrage cash flow collateralised loan obligation (CLO). Net proceeds from the notes issuance were used to purchase a static pool of primarily secured senior loans and bonds, with a target par of EUR400 million. KEY RATING DRIVERS Deleveraging Transaction: The transaction is static, leading to rapid deleveraging, with about EUR71.7 million of class A notes having been repaid since the issuance date in May 2024. This deleveraging has resulted in an increase in credit enhancement across the capital structure, which supports the rating upgrades and affirmations. Large Cushion for Most Notes: All notes, except class F, benefit from comfortable default-rate buffers that can absorb additional portfolio defaults, supported by low near- and medium-term refinancing risk, with no assets maturing in 2026 and about 2% maturing in 2027. A weakening in portfolio credit quality could erode the limited class F buffer, potentially triggering a downgrade. Stable Performance, Static Deal: The transaction does not have a reinvestment period, and discretionary sales are not permitted. The transaction's performance has been stable, with the latest trustee report showing 3.3% of assets with a Fitch-Derived Rating of 'CCC+' and below. The transaction is exposed to 18% of assets that have an Issuer Default Rating with a Negative Outlook, according to Fitch's calculations. The transaction is only slightly below par, with losses well below the rating case assumption. 'B'/'B-' Portfolio: Fitch assesses the average credit quality of the obligors at 'B'/'B-'. The Fitch-calculated weighted average rating factor of the current portfolio is 25. Diversified Portfolio Composition: The three-largest industries comprise 33.8% of the portfolio balance, the top 10 obligors represent 17.8% of the portfolio balance and the largest obligor represents 2.4% of the portfolio. High Recovery Expectations: Senior secured obligations comprise 99.3% of the portfolio. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate of the current portfolio is 60.7%. Deviation from Model-Implied Rating (MIR): The class B, D and E notes are rated one notch below their model-implied ratings (MIR), respectively. due to thin break-even default-rate cushion within the Fitch portfolio at their MIRs, and due to uncertain macro-economic conditions that may increase default risk. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Cumulus Static CLO 2024-1 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. CVC CORDATUS XXIV: Fitch Assigns 'B-sf' Rating to Class F-R-R Notes ------------------------------------------------------------------- Fitch Ratings has assigned CVC Cordatus Loan Fund XXIV DAC reset notes final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- CVC Cordatus Loan Fund XXIV DAC A XS2511417979 LT PIFsf Paid In Full AAAsf A-R XS3295693652 LT AAAsf New Rating Class B1-R XS2786924691 LT PIFsf Paid In Full AA+sf B-1-R-R XS3295694890 LT AAsf New Rating B-2 XS2511417110 LT PIFsf Paid In Full AA+sf B-2-R XS3295695277 LT AAsf New Rating Class C-R XS2786924774 LT PIFsf Paid In Full A+sf C-R-R XS3295695517 LT Asf New Rating Class D-R XS2786925078 LT PIFsf Paid In Full BBB+sf D-R-R XS3295695780 LT BBB-sf New Rating Class E-R XS2786925235 LT PIFsf Paid In Full BB+sf E-R-R XS3295695947 LT BB-sf New Rating Class F-R XS2786925318 LT PIFsf Paid In Full B-sf F-R-R XS3295696242 LT B-sf New Rating Transaction Summary CVC Cordatus Loan Fund XXIV Reset DAC is a securitisation of mainly (at least 90%) senior secured obligations with a component of senior unsecured, mezzanine, second lien loans and high-yield bonds. Note proceeds have been used to redeem the existing notes (except the subordinated notes) and to fund the existing portfolio with a target par of EUR310 million. The portfolio is actively managed by CVC Credit Partners Investment Management Limited. The CLO will have a 4.5-year reinvestment period and a seven-year weighted average life (WAL) test at closing KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch weighted average rating factor of the identified portfolio is 25.0. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 57.6%. Diversified Portfolio (Positive): The reset transaction includes one matrix set at closing. The matrix set comprises two matrices with fixed-rate asset limits of 5% and 12.5%. The transaction includes various portfolio concentration limits, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest Fitch-defined industries of 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have a 4.5-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL for the transaction's Fitch-stressed portfolio analysis is 12 months shorter than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment as well as a WAL covenant that gradually steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A-R-R, B1-R-R and B2-R notes and lead to downgrades of one notch for the class C-R-R, D-R-R and E-R-R notes and to below 'B-sf' for the class F-R-R notes. Downgrades are based on the identified portfolio. They 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 rated notes display rating cushions of up to two notches. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR of the Fitch-stressed portfolio across all ratings would lead to downgrades of three notches for the class B1-R-R to C-R-R notes, two notches for the class A-R-R and D-R-R notes and to below 'B-sf' for the class E-R-R and F-R-R notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches for the notes, except for the 'AAAsf' notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on the Fitch-stressed portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. After the end of the reinvestment period, upgrades may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY CVC Cordatus Loan Fund XXIV DAC Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for CVC Cordatus Loan Fund XXIV DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. MARINO PARK: Fitch Assigns 'B-sf' Final Rating to Class F Notes --------------------------------------------------------------- Fitch Ratings has assigned Marino Park CLO DAC reset notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Marino Park CLO DAC A Loan LT AAAsf New Rating A Notes XS3291784125 LT AAAsf New Rating B XS3291784471 LT AAsf New Rating C XS3291784711 LT Asf New Rating D XS3291784984 LT BBB-sf New Rating E XS3291785106 LT BB-sf New Rating F XS3291785445 LT B-sf New Rating Subordinated Notes XS2262866838 LT NRsf New Rating Transaction Summary Marino Park CLO DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds were used to redeem all the existing notes, except for the subordinated notes, and to fund the portfolio with a target par of EUR325 million and is managed by Blackstone Ireland Limited. The collateralised loan obligation (CLO) has a 4.7-year reinvestment period and a 7.5-year weighted average life test (WAL). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B'/'B-'. The Fitch-calculated weighted average rating factor (WARF) of the identified portfolio is 24.9. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch-calculated weighted average recovery rate (WARR) of the identified portfolio is 59.9%. Diversified Portfolio (Positive): The transaction includes various concentration limits, including a top-10 obligor concentration limit at 20%, a maximum of 40% to the three-largest Fitch-defined industries and a fixed-rate asset limit of 10%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction has an approximately 4.7-year reinvestment period and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. The transaction includes four Fitch test matrices - two effective at closing and another two effective one year after closing, subject to the aggregate collateral balance (defaults treated at Fitch collateral value) being at least at the reinvestment target par. The closing matrices correspond to a 7.5-year WAL covenant and the two forward matrices correspond to a seven-year WAL covenant. All the matrices are based on the same top 10 obligors limit and fixed-rate asset limits of 5% and 10%. WAL Test Step-Up Feature (Neutral): The WAL test covenant may be extended by a year, from 12 months after the issue date, and any time thereafter, subject to the satisfaction of Fitch collateral quality tests and the collateral principal amount (with defaults treated at Fitch collateral value) being equal or exceeding the reinvestment target par balance. If the manager switches to the forward matrix set, the WAL can step up from 18 months after the issue date. 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 A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A notes to and A loan, and lead to downgrades of one notch each on the class B to E notes and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B to F notes each have a rating cushion of two notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to three notches each for the rated notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than- expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority- registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the rating agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Marino Park CLO DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. NEUBERGER BERMAN 2: Moody's Affirms B3 Rating on EUR9MM F Notes --------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Neuberger Berman Loan Advisers Euro CLO 2 DAC: EUR23,000,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Sep 23, 2021 Assigned Aa2 (sf) EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Sep 23, 2021 Assigned Aa2 (sf) Moody's have also affirmed the ratings on the following notes: EUR181,500,000 Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Sep 23, 2021 Assigned Aaa (sf) EUR21,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed A2 (sf); previously on Sep 23, 2021 Assigned A2 (sf) EUR19,500,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Sep 23, 2021 Assigned Baa3 (sf) EUR15,800,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Sep 23, 2021 Assigned Ba3 (sf) EUR9,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Sep 23, 2021 Assigned B3 (sf) Neuberger Berman Loan Advisers Euro CLO 2 DAC originally issued in September 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Neuberger Berman Europe Limited. The transaction's reinvestment period will end in April 2026. RATINGS RATIONALE The rating upgrades on the Class B-1 and B-2 notes are primarily a result of the benefit of the shorter period of time remaining before the end of the reinvestment period in April 2026. The affirmations on the ratings on the Class A, C, D, E and F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR298.8m Defaulted Securities: 0 Diversity Score: 60 Weighted Average Rating Factor (WARF): 3048 Weighted Average Life (WAL): 4.5 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.59% Weighted Average Coupon (WAC): 3.71% Weighted Average Recovery Rate (WARR): 44.07% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability Moody's are analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: Once reaching the end of the reinvestment period in April 2026, the main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Weighted average life: The notes' ratings are sensitive to the weighted average life assumption of the portfolio, which could lengthen as a result of the manager's decision to reinvest in new issue loans or other loans with longer maturities, or participate in amend-to-extend offerings. The effect on the ratings of extending the portfolio's weighted average life can be positive or negative depending on the notes' seniority. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. ========= I T A L Y ========= FABBRICA ITALIANA: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has assigned F.I.S. Fabbrica Italiana Sintetici S.p.A.'s (FIS) EUR470 million senior secured floating notes and EUR300 million senior secured fixed notes final 'BB-' senior secured ratings with a Recovery Rating of 'RR3'. Fitch has also affirmed FIS's Long-Term Issuer Default Rating (IDR) at 'B+'. The Outlook is Stable. The final instrument rating is in line with the expected rating Fitch assigned to the notes on 26 January. Proceeds have been used to refinance existing indebtedness, finance shareholder distributions of EUR332 million and pay transaction costs of EUR11 million. FIS's 'B+' Long-Term IDR reflects its view that it will continue to deliver solid organic growth and profitability improvements, reducing EBITDA leverage towards 4.1x from 2027, after a temporary increase to 4.5x in 2026 due to the current refinancing with re-leveraging. It also reflects its view that free cash flow (FCF) before expansion capex has turned sustainably positive from 2025, assuming working-capital management remains tight. Key Rating Drivers Refinancing Temporarily Increases Leverage: FIS issued EUR770 million senior secured notes in two tranches, to refinance its EUR350 million senior secured notes and EUR50 million private loan maturing in August 2027 and to distribute EUR332 million to its shareholders. The transaction will temporarily raise leverage to 4.5x in 2026, from a very low 2.9x estimated for 2025. Fitch projects ongoing margin expansion in 2027-2029 will contribute to deleveraging to below 4.5x, which is commensurate with a 'B+' rating. Fitch expects FIS will adhere to a conservative financial policy, pursuing M&A opportunities that do not result in a permanent leverage increase and that support its deleveraging trajectory. Organic Deleveraging Prospects: Fitch expects EBITDA leverage to reduce towards 4.1x in 2027, driven by mid-to-high single-digit revenue growth and further EBITDA margin expansion towards 22% by 2029 (2025E: 19.9%), due to strong organic growth in the high-margin custom business division and new cost-efficiency measures. Revenue expansion will be driven by higher volumes and a favourable product mix, led by increased sales in the anti-diabetic and weight loss franchise in multiple presentations, which will also drive margin gains alongside efficiency measures. The Stable Outlook reflects its expectation of continued organic deleveraging potential to below 4.0x by 2029, resulting in leverage being comfortably within its sensitivities for a 'B+' rating. Modest Scale, High Product Concentration: FIS's rating is constrained by its small scale, although it has materially increased in the last four years, and high product and customer concentration. Fitch expects growth to be driven by the GLP-1 franchise, its largest revenue-generating therapeutics, over the medium term. Revenue has some volatility as it relies on the commercial success of target drugs, pricing pressures from regulatory bodies, generic pressures from other GLP-1 presentations, and potential loss of key contracts. Fitch estimates GLP-1 sales in 2025 were over 20% of total across multiple customers and will expand as the GLP-1 pill is approved and launched in Europe. FCF Generation Supports Rating: The IDR reflects its estimate that FCF before expansion capex has become sustainably positive from 2025, supported by revenue growth and profitability improvement, alongside more efficient working-capital management. Expansion capex will peak in 2027, resulting in FCF being near break-even that year, before starting to improve by 2029. Sustained positive FCF, along with a low leverage and a conservative financial policy, were the main considerations for the recent upgrade to 'B+ '. Comfortable Liquidity: High working-capital requirements and capex intensity have historically constrained FCF. FIS has been optimising working-capital management over the past two years. Continued optimisation should help further improve working-capital efficiency, supporting positive FCF generation before expansion capex until 2029. Strong operating performance, efficient working-capital management and temporarily increased but manageable capex, should help build up cash for reinvestment. Fitch assumes small M&A in 2026-2029, which is not included in the company's business plan, to be financed from internally generated cash. Strong Revenue Visibility: FIS has a well-established position in a non-cyclical and growing market and strong revenue visibility. As a CDMO of active pharmaceutical ingredients (API) for small molecules, FIS benefits from long-term contracts with profitable clients that have high switching costs and focus more on reliability of supply than on costs. Setting up a contract manufacturer requires large capex, technical knowledge, regulatory approvals and time to build reputation. These factors, alongside the long lifecycle of pharma products, translate into high revenue visibility. Supportive Market Fundamentals: FIS's credit profile benefits from the supportive fundamentals of the broader pharmaceuticals market, with non-cyclical volume growth driven by growing and ageing populations and increasing access to medical care. Fitch expects the API CDMO market to grow at mid-to-high single digits until 2033. FIS is well- placed to capitalise on the trend for outsourcing of non-core and technologically complex processes, particularly as a main supplier of GLP-1 molecules, which in its view offers potential for diversification and profitability improvement. FIS may benefit from increased local production of APIs. Peer Analysis Fitch regards capital- and asset-intensive businesses such as Roar Bidco AB (Recipharm; B/Stable), Kepler S.p.A. (Biofarma, B/Stable) and European Medco Development 3 S.a.r.l. (Axplora; B-/Stable) as FIS's closest peers as they all rely on investments to grow at or above market and to maintain or improve operating margins. FIS is smaller than Recipharm, but this is balanced by its modest leverage with expected EBITDA leverage at 4.5x after the notes issuance versus an expected 6.0x at Recipharm by end-2025, warranting FIS's higher rating. Axplora and Biofarma benefit from their more niche market positions, driving structurally higher profitability. Biofarma's considerably smaller scale than all its peers and inorganic growth strategy constrain its rating. Axplora's rating is limited by its recent loss of key contracts and high leverage. In the wider Fitch-rated pharmaceutical portfolio, Fitch compares FIS with a generic drug manufacturing company, Nidda BondCo GmbH (B/Stable), which is much larger and has stronger profitability, but these factors are offset by a more aggressive financial policy, resulting in higher leverage for the former. Fitch’s Key Rating-Case Assumptions - High single-digit revenue growth in 2025, followed by mid-to-high single digits in 2026-2029 - Fitch-defined EBITDA margin close to 20% in 2025, continuing its improvement to above 22% by 2029 - Working capital inflow in 2025-2027, on improved inventory management and reduced factoring use. Fitch expects working-capital requirements to continue to grow from 2028 as the business continues to expand - Capex increasing to above EUR100 million-EUR110 million in 2025-2029, from EUR61 million in 2024, as the company invests in its facilities - Total acquisitions of EUR80 million in 2026-2029 Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb-, Moderate), Sector Characteristics (bbb, Lower), Market and Competitive Positioning (b+, Higher), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (bb, Moderate), Profitability (bbb-, Moderate), Financial Structure (bb-, Higher), and Financial Flexibility (bb+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 15% weight for the forecast year 2025, 35% for the forecast year 2026, 25% for the forecast year 2027 and 25% for the forecast year 2028. - Weakest link considerations adjustment is applied based on Market and Competitive Positioning factor and results in an adjustment of -1 notch(es). - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'a' results in no adjustment. - The SCP is 'b+'. Recovery Analysis FIS's recovery analysis is based on a going-concern (GC) approach, reflecting Fitch's view that despite the company's valuable asset base, a GC sale of the business in financial distress would yield a higher realisable value for creditors than a balance-sheet liquidation. In its view, financial distress could arise primarily from sharp revenue and margin contraction, following volume losses or price pressure related to contract losses and exposure to generic competition. Fitch assumed a post-restructuring EBITDA of about EUR125 million to calculate the GC enterprise value (EV). This reflects Fitch's expectation of organic portfolio earnings after distress, possible corrective measures and a 5.5x distressed EV/EBITDA. In its view, the latter would appropriately reflect FIS's minimum valuation multiple before considering value added through portfolio and brand management. The recovery multiple is in line with that of CDMO peers like Biofarma and Axplora, and below Recipharm's 6.0x, reflecting the more specialised production the latter engages in. Its principal waterfall analysis generated a ranked recovery in the 'RR3' band, resulting in a senior secured debt rating of 'BB-', for the new EUR770 million fixed and floating rate notes, after deducting 10% for administrative claims. In its debt waterfall, Fitch treats EUR10 million in short-term local lines and its new EUR160 million super senior revolving credit facility (RCF), which we assume to be fully drawn prior to distress, both as super-senior. Outstanding factoring is partially excluded from the waterfall analysis as Fitch assumes the facility would remain at least partially available at times of distress, given the high quality of the receivables. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - A more aggressive financial policy leading to EBITDA leverage above 4.5x on a consistent basis - Inability to execute its profitable organic growth strategy, coupled with volatile working capital outflows and increased capex requirements that lead to a deterioration of FCF generation - EBITDA interest coverage below 3.0x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Fitch does not envisage an upgrade to the 'BB' rating category in the medium term until FIS improves its scale and diversifies its product portfolio while maintaining profitable growth. conservative leverage policy leading to EBITDA leverage below 3.5x on a sustained basis and FCF margins consistently in the mid-single digits Liquidity and Debt Structure At end-September 2025 FIS had EUR135 million of cash available for debt repayment (excluding EUR20 million Fitch-defined restricted cash), and full availability under its committed RCF. Fitch forecasts FCF will generate enough cash to fund its heavy investment cycle to 2029. The executed refinancing has further strengthened the company's liquidity profile as it extends its maturity to 2031 and increases RCF to EUR160 million, which was fully undrawn at closing. Issuer Profile FIS is a CDMO that specialises in the production and development of API. The business is organised into custom products (62% of 9M25 revenue), established products (35%) and R&D services (3%). Summary of Financial Adjustments Fitch considers around EUR134 million factoring facilities as debt (as of 2024). Fitch treats the new EUR230 million payment in-kind notes as equity, as per the final documentation provided. In addition, Fitch treats EUR20 million as not readily available for debt service. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for FIS. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- F.I.S. Fabbrica Italiana Sintetici S.p.A. LT IDR B+ Affirmed B+ senior secured LT BB- New Rating RR3 BB-(EXP) GOLDEN BAR 2026-1: Fitch Assigns 'BB+(EXP)sf' Rating to Cl. E Notes ------------------------------------------------------------------- Fitch Ratings has assigned Golden Bar (Securitisation) S.r.l. - Series 2026-1 (GB 2026-1) notes expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Golden Bar (Securitisation) S.r.l. - Series 2026-1 A1 LT AA+(EXP)sf Expected Rating A2 LT AA+(EXP)sf Expected Rating B LT AA-(EXP)sf Expected Rating C LT A(EXP)sf Expected Rating D LT BBB+(EXP)sf Expected Rating E LT BB+(EXP)sf Expected Rating Transaction Summary GB 2026-1 will be a securitisation of unsecured consumer loans and vehicles loans with standard and flexible amortisation repayment granted to individuals ("persone fisiche") and individual entrepreneur borrowers, by Santander Consumer Bank S.p.A. (SCB), with a revolving period of nine months. SCB is wholly owned by Santander Consumer Finance, S.A. (A/Stable/F1), the consumer credit arm of Banco Santander, S.A. (A/Stable/F1). KEY RATING DRIVERS Diverse Portfolio Composition: Fitch's base-case default expectations are set at 6.1% for personal loans, 1.7% for new vehicles and 3% for used vehicles. Fitch assigned the same base case to flexible and standard auto loans, consistent with the previous transaction as historical performance is not materially different. Fitch assumes the portfolio's composition will be broadly unchanged during the nine-month revolving period. In its cash flow analysis, Fitch modelled the current portfolio without applying stresses Pro Rata Subject to Triggers: The class A to D notes will repay pro rata until a sequential redemption event occurs. Fitch views a switch to sequential amortisation as unlikely in the base case due to the gap between its portfolio loss expectations and performance triggers. The mandatory switch to sequential paydown, when the collateral balance falls below a certain threshold, mitigates tail risk. No Servicing Fees Modelled: The deal envisages an amortising replacement servicer fee reserve that will be funded on certain triggers being breached. The reserve is adequate to cover its stressed servicer fees at the notes' maximum achievable rating throughout the transaction's life. Consequently, Fitch has not modelled any servicing fees in its cash flow analysis, resulting in the availability of higher excess spread to the structure. Excess Spread Notes Rating Cap: The class E notes will be issued to fund the cash reserve, are uncollateralised and interest and principal will be paid from the available excess spread. The class E notes will start amortising from the issue date. Fitch caps these notes' ratings at 'BB+sf', in line with its Global Structured Finance Rating Criteria. 'AA+sf' Sovereign Cap: The class A notes are rated at their highest achievable rating, six notches above Italy's sovereign rating (BBB+/Stable/F1), which is the cap for Italian structured finance and covered bonds. The Stable Outlook on the class A notes reflects that on the sovereign. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The rating on the class A notes, at the applicable rating cap, is sensitive to changes in Italy's Long-Term Issuer Default Rating (IDR), as a downgrade of Italy's IDR and downward revision of the 'AA+sf' rating cap for Italian structured finance transactions would trigger downgrades of the notes rated at this level. Unexpected increases in the frequency of defaults or decreases in recovery rates that could produce loss levels larger than the base case and could result in negative rating action on the notes. For example, a simultaneous increase in the default base case by 25% and decrease in the recovery base case by 25% would lead to a downgrade of up to three notches of the class B to D notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Italy's Long-Term IDR and revision of the related rating cap for Italian structured finance transactions could trigger an upgrade of the class A notes. An unexpected decrease in the frequency of defaults or an increase in the recovery rates could produce loss levels lower than the base case. For example, a simultaneous decrease in the default base case by 25% and an increase in the recovery base case by 25% would lead to upgrades of up to three notches for the class B to D notes, provided there are no other qualitative elements that could limit the ratings. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Golden Bar (Securitisation) S.r.l. - Series 2026-1 Fitch reviewed the results of a third party assessment conducted on the asset portfolio information, and concluded that there were no findings that affected the rating analysis. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. =================== L U X E M B O U R G =================== ARENA LUXEMBOURG: Moody's Affirms Ba3 CFR, Alters Outlook to Stable ------------------------------------------------------------------- Moody's Ratings has revised the outlook to stable from negative and affirmed the long-term corporate family rating and probability of default rating of Arena Luxembourg Investments S.a r.l. (Arena) at Ba3 and Ba3-PD, respectively. At the same time Moody's have revised the outlook to stable from negative and affirmed the ratings on the backed senior secured notes due in 2028 and 2030 issued by Arena Luxembourg Finance S.a r.l. at Ba3. RATINGS RATIONALE The rating affirmation and stable outlook reflects Moody's expectations that Arena will continue to deliver strong operating performance and maintain leverage metrics in line with the Ba3 ratio guidance over the next 12–18 months, namely a funds from operations (FFO)/debt ratio at least 9% and a Moody's-adjusted Debt to EBITDA ratio of no more than 7.5x. In the first nine months of 2025, Arena demonstrated strong results. Its adjusted revenue and EBITDA grew by 11% and 15% (excluding the Turkey business), respectively, driven by both organic growth and M&A activity. For the full year 2025, Moody's expects that the company achieved double-digit growth, with Moody's-adjusted EBITDA likely exceeding EUR120 million. At the same time, the company issued additional debt to fund a one-off special distribution of EUR75 million, limiting Arena's improvement in debt leverage metrics. Furthermore, Moody's anticipates that the company will continue to actively invest in organic and inorganic growth with the capex level to remain high in 2026-2027, which would result in negative free cash flow and may further require drawing additional debt, although Moody's notes that most of the growth capex is discretionary. In 2026, Moody's expects Arena's recent growth to continue, driven primarily by cost efficiencies and contribution from recent acquisitions, allowing Moody's-adjusted EBITDA to reach approximately EUR135 million. As a result, in 2026, Moody's expects Arena's Moody's-adjusted FFO/debt to increase to above 10% and Moody's-adjusted debt/EBITDA to improve to around 7x. Given that deleveraging is primarily reliant on EBITDA growth, Moody's identify potential risks if the company fails to achieve the expected synergies from new contracts or acquisitions. However, these risks are somewhat mitigated by the fact that the company has been successful in executing its business plan and replacing existing contracts in the past and has delivered a consistently improving EBITDA margin. More generally, as the holding company of the Empark Aparcamientos y Servicios S.A. group (Empark), Arena benefits from a long track record of operations and well-established position as a leading car-park operator in Spain and Portugal; the strategic location of Empark's assets, which mitigates competitive threats and demand risk; a significant number of long-term off-street contracts, which accounted for around 91% of the group's consolidated EBITDA as of September 2025, providing a degree of medium-term visibility for the group's future cash flow generation; a track record of cost controls, digital penetration and commercial capabilities, which have enabled the company to maintain its growing EBITDA; and continued growth in like-for-like revenue above macro indicators. At the same time, the ratings are constrained by Arena's high financial leverage, with FFO/debt projected at 10%-11% for the next 12-18 months; the execution risks stemming from its strategy focused on changing its operating model from a traditional parking business into a more digitalised retailer; the renewal risk associated with Empark's maturing concessions and contracts; the competitive and fragmented nature of the car-parking sector in Iberia; and Empark's relatively small size and limited geographical diversification. LIQUIDITY Arena's liquidity is adequate. As of 30 September 2025, Arena had around EUR60 million of available cash. In addition, the company can draw on a EUR125 million revolving credit facility (RCF), which is due 6 months before the senior secured floating rate notes as long as the senior secured fixed rate notes are refinanced. Arena's next significant maturity will be in February 2028 when the company's EUR475 million notes become due. Scheduled debt amortisation of non-recourse entities of the group is relatively limited and will likely be covered with cash flow. Overall, Moody's expects Arena's cash position and cash flow generation to allow the company to cover its basic cash requirements over the next 12-18 months. The company is subject to one springing financial covenant of maximum 12x net consolidated debt/EBITDA, tested quarterly if the RCF is 40% drawn. However, the financial covenant only acts as a drawstop to new drawings under the RCF and, if breached, will not trigger an event of default under the RCF. As of September 2025, EUR30 million of the RCF were drawn. STRUCTURAL CONSIDERATIONS The Ba3 ratings on Arena's senior secured notes are aligned with the Ba3 CFR, reflecting the upstream guarantees and share pledges from significant subsidiaries of the group. The Ba3 rating also takes into account the presence of the relatively small super senior RCF ranking ahead in the event of enforcement and its pari passu ranking with other liabilities in the structure, such as trade payables. OUTLOOK The stable outlook reflects Moody's expectations that Arena will be able to maintain a financial profile commensurate with the Ba3 rating, namely an FFO/debt ratio of at least 9% and a Moody's-adjusted Debt to EBITDA ratio of no more than 7.5x. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward rating pressure could develop over time if the group reduces leverage, such that its Moody's-adjusted debt/EBITDA remains below 6.5x and FFO/debt stays above 12%, both on a sustained basis. Deleveraging would need to be coupled with a strong liquidity position, successful replacement rates on existing contracts and a carefully managed capital expenditure profile. Conversely, Arena's ratings could be downgraded if Arena's Moody's-adjusted Debt to EBITDA ratio would likely remain above 7.5x and the FFO to Debt ratio below 9% on a sustained basis, or significant liquidity concerns were to arise. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Privately Managed Toll Roads published in December 2022. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Arena Luxembourg Investments S.a r.l. is the holding company of Empark and is majority-owned by Macquarie European Infrastructure Fund 5 (MEIF5), which is managed by Macquarie Infrastructure and Real Assets. Empark is the largest car-park operator in the Iberian Peninsula by number of parking spaces. The company's major geographical focus is Spain and Portugal, where it generated 74% and 25% of its gross margin, respectively, as of September 2025. Empark operates through two main divisions: off-street (includes EV business) and on-street concessions. In 2024, Empark reported revenue of EUR211 million and adjusted EBITDA of EUR107 million. GARFNKELUX HOLDCO 3: Fitch Affirms 'C' Rating on Sr. Secured Debt ----------------------------------------------------------------- Fitch Ratings has downgraded Garfunkelux Holdco 2 S.A.'s (Lowell) Long-Term Issuer Default Rating (IDR) to 'Restricted Default' (RD) from 'C'. Fitch has affirmed Garfunkelux Holdco 3 S.A.'s (GH3) senior secured debt rating at 'C' with a Recovery Rating (RR) of 'RR6'. The downgrade follows the expiration of the original 30-day grace period on a scheduled interest payment, which constitutes a restricted default under Fitch's ratings definitions. Key Rating Drivers Expiration of the Original Grace Period: On 1 February 2026, Lowell failed to meet the coupon payment on its EUR467 million floating-rate senior secured notes due 2029 amid ongoing discussions with its lenders on a debt restructuring. The original 30-day grace period ended on 3 March. The Long-Term IDR of 'RD' indicates that an issuer has experienced an uncured payment default or distressed debt exchange (DDE), but has not entered into bankruptcy filings, administration, or other formal winding-up procedure, or has not otherwise ceased operating. This includes the uncured expiry of any applicable original grace period following a payment default on financial obligations. Grace Period Extension: Lowell secured a majority of noteholders' support to extend the grace period to 120 days from 30 days in relation to non-payment of certain upcoming interest payments for its 2028 and 2029 senior secured notes. In addition, the company extended the deadline for the 90% consent solicitation to 20 March 2026, which if successful, would allow it to change the payment due date for the senior secured notes. ESG - Governance: As the largest bondholder, Arini Capital Management was permitted certain governance rights, including the right to nominate an independent non-executive director to the boards of certain Lowell entities. In its view, this results in weakened creditor protection for the minority bondholders and resulted in lower recovery expectations for the senior secured notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A court-led implementation of a debt restructuring, which Fitch would consider a DDE, or entering into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure would result in a downgrade to 'D'. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch would reassess the ratings upon the completion of a debt restructuring process or if Lowell became current on its outstanding debt again. The Long-Term IDR would reflect the issuer's new capital structure and credit profile. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS The affirmation of the senior secured notes' debt rating at 'C'/'RR6' reflects Lowell's 'RD' IDR and Fitch's view of poor recovery prospects, given a large amount of debt ranking senior to the rated notes, including the new ABS facility and the recent securitisation - Wolf IV - that remains on the balance sheet. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The debt rating could be upgraded if Lowell's Long-Term IDR was upgraded. The debt rating is 'C', and therefore, cannot be downgraded. ADJUSTMENTS The 'rd' Standalone Credit Profile (SCP) is below the 'ccc+' implied SCP due to the following adjustment reason: weakest link - funding, liquidity and coverage (negative). The 'b' business profile score is below the 'bbb' implied score due to the following adjustment reason: business model (negative). The 'ccc+' earnings and profitability score is below the 'bb' implied score due to the following adjustment reason: earnings stability (negative). The 'rd' funding, liquidity and coverage score is below the 'b' implied score due to the following adjustment reason: funding flexibility (negative). ESG Considerations Lowell has an ESG Relevance Score of '5' for Governance Structure, reflecting weaknesses related to the credit protection mechanism in Lowell's senior secured notes, and certain governance rights granted to the majority bondholder. This has a negative impact on its credit profile and was highly relevant to the rating in conjunction with other factors. Lowell has an ESG Relevance Score of '4' for Customer Welfare - Fair Messaging, Privacy & Data Security due to the importance of fair collection practices and consumer interactions and the regulatory focus on them, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. Lowell has an ESG Relevance Score of '4' for Financial Transparency due to the significance of internal modelling to portfolio valuations and to associated metrics such as estimated remaining collections, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Garfunkelux Holdco 3 S.A. senior secured LT C Affirmed RR6 C Garfunkelux Holdco 2 S.A. LT IDR RD Downgrade C SES FINANCING: Moody's Rates New Junior Subordinated Notes 'Ba3' ---------------------------------------------------------------- Moody's Ratings has assigned a Ba3 rating to SES Financing S.a r.l.'s proposed Junior Subordinated issuance of undated, deeply subordinated, backed fixed rate reset securities (the new notes), which are guaranteed by SES S.A. (SES or the company) and SES AMERICOM, INC on a subordinated basis under certain conditions. The outlook is stable. At the same time, Moody's have affirmed the Ba1 long term corporate family rating, the Ba1-PD probability of default rating, and the ba2 Baseline Credit Assessment (BCA) of SES S.A. Moody's also have affirmed the Ba1 ratings on the backed senior unsecured instrument ratings, the (P)Ba1 ratings on the backed senior unsecured MTN programme of SES and its subsidiary SES AMERICOM, INC, the Ba3 ratings on the backed junior subordinate (hybrid) ratings of SES, and the Not-Prime (NP) on the short-term backed commercial paper ratings of SES and SES AMERICOM, INC. The outlook on both entities remains stable. Proceeds from the new notes will be used for general corporate purposes and to repay SES' upcoming debt maturities, including the EUR625 million of perpetual backed junior subordinated notes (EUR525 million outstanding) for which the company has launched a tender. "The Ba3 rating assigned to the new notes is two notches below SES' Ba1 CFR primarily because the instrument is deeply subordinated to other debt in the company's capital structure," says Agustin Alberti, a Moody's Ratings Vice President - Senior Analyst and lead analyst for SES. RATINGS RATIONALE The Ba1 CFR incorporates SES' BCA of ba2, which represents Moody's views of its standalone creditworthiness; and a one-notch uplift based on Moody's assumptions of moderate support from the Government of Luxembourg (Aaa stable) and a low default dependence between the two entities. The Luxembourg government holds an aggregate stake in SES of around 20%. The rating takes into account SES' large scale and strong position in satellite-based communications services, and the potential for significant proceeds from the C-band spectrum monetisation. The rating is constrained by the company's weak operating performance and credit metrics following the combination with Intelsat and by the intense competitive environment of the satellite industry. The Ba3 rating of the new notes reflects their junior subordinate position that could switch to a position akin to preferred stock upon certain events. The newly issued hybrids will receive 100% equity credit under Moody's applicable methodology since they do not have the ability to trigger bankruptcy (in line with existing hybrids) but also do not offer its holders creditor rights in bankruptcy via an automatic conversion into a claim akin to preferred shares ahead of such a bankruptcy. Accordingly, Moody's assigned a basket H (100% equity treatment) under Moody's Hybrid Equity Credit methodology. The new hybrids will improve SES' leverage because the new instruments replace bonds Moody's treats as debt. Nevertheless, the positive effect on SES' overall credit quality is only moderate. The issuance does not offset some of the credit challenges the company faces and cash flow expectations will slightly deteriorate following this issuance, independently of equity treatment. For 2026, SES's financial outlook points to both, revenue and adjusted EBITDA, to be stable year-on-year at constant FX (2025 actuals were at EUR/USD exchange rate of 1.12). This would imply a marginal absolute decline as the US dollar has so far, in 2026, depreciated against the euro compared to 2025 levels. The company also expects capital expenditures to be around EUR700 million (including IRIS2 and first phase of meoSphere capital expenditures) in 2026. Following this issuance and updated projections, Moody's expects leverage to slightly improve by 0.4x compared to Moody's previous expectations with gross debt/EBITDA (as adjusted by Moody's) at 4.5x in 2026 and a significant reduction to 3.7x in 2027 owing to the monetization of C-band spectrum and the use of proceeds for debt reduction. LIQUIDITY SES's liquidity is adequate, supported by EUR674 million available cash and cash equivalents as of December 2025; and by the availability of a fully undrawn EUR1.2 billion revolving credit facility, which matures in June 2028 and carries no financial covenants. Moody's expects that Moody's adjusted FCF will be negative over 2026-27. The new hybrids issuance transaction, together with available cash on balance sheet and external liquidity sources, will allow to cover for the EUR650 million backed senior unsecured notes due in March 2026, and the tender offer for the outstanding EUR525 million perpetual backed junior subordinate notes. In 2027, the company will face additional refinancing requirements, with EUR640 million backed senior unsecured notes maturing in May and November. STRUCTURAL CONSIDERATIONS SES's PDR of Ba1-PD is at the same level as the CFR, reflecting the use of the standard 50% family recovery rate assumption as is customary for capital structures that include both term loans and bonds. The Ba3 rating on the hybrid bonds is two notches below SES' Ba1 long-term CFR, primarily because the instruments are deeply subordinated to other debt instruments in the company's capital structure. The new notes rank junior to legacy hybrids. Upon certain trigger events – the earlier of a downgrade of the CFR to Caa1, insolvency or winding-up of the issuer or SES– the bondholder's claim effectively changes into a claim for a "Conversion Beneficiary Unit." Moody's views this as more akin to a preferred share claim. These units can be issued under Luxembourg law and, in SES' case, rank pari passu with the issuer's most senior class of preferred shares. Moody's notes that SES has no preference shares outstanding. Upon the occurrence of the above mentioned trigger events, the debt guarantee provided by SES Americom will be waived. At the same time, the SES S.A. guarantee will no longer operate as a debt guarantee and will instead remain solely in an equity-style instrument at the level of SES S.A. aligned with the rights and ranking of the Conversion Beneficiary Units, without conferring any creditor claim, enforcement right or guarantee of principal or interest. If Moody's upgrade SES to investment grade in the future, the newly issued hybrids revert to features that align with and rank pari passu with legacy hybrids. Moody's assigned a basket M with 50% equity credit for the legacy hybrids when SES was rated Baa3. RATIONALE FOR STABLE OUTLOOK While leverage is currently high for the Ba1 rating, the stable outlook reflects the expectation that the company will use the proceeds from the C-band monetization in 2027 for debt reduction. A second tranche of proceeds will be likely received in 2029, providing further financial flexibility. The stable outlook also reflects the expected stabilization in operating performance over 2026-27, driven by a normalization of the rate of decline in Video, coupled with robust growth in the Government and Aviation segments and incremental contributions from synergies from the integration with Intelsat. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be downgraded if competitive dynamics in the satellite industry drive further pricing pressures such that the company's operating performance deteriorates relative to Moody's revised forecasts; its gross debt/EBITDA (Moody's-adjusted) does not fall comfortably below 4.0x and its FCF turns negative on a sustained basis; or the Luxembourg government or its wholly owned investment affiliates reduce their aggregate economic ownership in SES below the current level of around 20% (leading to SES no longer being considered a Government-related Issuer), which could result in a one-notch downgrade. Conversely, the ratings could be upgraded if the company's operating performance materially improves with steady growth in its revenue and profit which would allow the company to generate positive FCF and reduce its leverage (Moody's-adjusted gross debt/EBITDA) to below 3.5x on a sustained basis. PRINCIPAL METHODOLOGY The methodologies used in these ratings were Communications Infrastructure published in September 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Luxembourg, SES S.A. is a leading company in the fixed-satellite services (FSS) market. The Government of Luxembourg, together with its wholly owned state banks, Banque et Caisse d'Epargne de l'Etat (senior unsecured: Aa3 stable) and Societe Nationale de Credit et d'Investisseme, owns around 20% of SES. =================== M O N T E N E G R O =================== MONTENEGRO: Moody's Affirms Ba3 Issuer Rating, Outlook Now Pos. --------------------------------------------------------------- Moody's Ratings has changed the outlook on the Government of Montenegro to positive from stable, and affirmed its Ba3 foreign currency long-term issuer and senior unsecured debt ratings as well as its Not Prime (NP) foreign currency short-term issuer rating. The change of the outlook to positive reflects Montenegro's strong momentum in implementing reforms under the European Union (EU, Aaa stable) accession process, which supports improvements in institutional quality and raises the prospect for the country to join the EU by the end of the decade, unlocking multiple credit benefits associated with the full membership. Such benefits would include entrenching institutional improvements through integration into the EU structures, gaining full access to the EU's single market and the EU cohesion funds, which would strengthen its medium-term growth potential, and—eventually—joining the euro area currency union, which would mitigate Montenegro's external vulnerability risks. The affirmation of the ratings at Ba3 is supported by the balance of Montenegro's key credit strengths and challenges: (1) its high per-capita income relative to peers, which is balanced by the very small scale of its economy that constrains diversification and makes growth dynamics vulnerable to external shocks; (2) its elevated government debt burden and fiscal risks related to the multi-stage Bar-Boljare highway project, balanced by favorable debt affordability metrics; and (3) elevated external vulnerability risks, underscored by its very large structural current account deficits and heavy reliance on external funding. Montenegro's foreign-currency country ceiling remains Baa2. In the context of euroization, Montenegro does not have a local currency country ceiling. The four-notch gap between the foreign-currency ceiling and the sovereign issuer rating reflects adequate predictability of institutions and government policy making, a contained government footprint in the economy and the financial system, and manageable political risk, balanced against persistence of large external imbalances. RATINGS RATIONALE RATIONALE FOR CHANGING THE OUTLOOK TO POSITIVE FROM STABLE IS THE STRONG REFORM MOMENTUM UNDER THE EU ACCESSION PROCESS Since Moody's last rating action in September 2024, Montenegro provisionally closed 10 new negotiating chapters with the EU, including six during the past three months. This acceleration contrasts with a sluggish start to the accession process during 2012-17, when the government closed only three chapters, followed by an extended pause until December 2024. The acceleration underscores the current government's commitment to advancing EU accession with a stated goal of closing all the remaining 20 chapters before the end of 2026 and joining the EU by the end of 2028. While Moody's considers these targets to be very ambitious—given the limited time to pass all the required legislation and meet the necessary benchmarks that include track record of implementation—the preparations related to most of the remaining chapters are well advanced. Moreover, the legislative process and implementation assessment could, in principle, continue up until the parliament's pre-election recess, which is likely to start in April 2027, and then resume after the elections scheduled for June. Opinion polls indicate that more than 70% of Montenegro's population, and all key political parties favor EU accession. This increases the likelihood that the upcoming election will produce another coalition government that will be committed to completing the accession process, albeit the pace could slow, depending on the composition of the next coalition. Notwithstanding the strong legislative momentum to date, the pace of closing additional chapters could also slow because of Montenegro's mixed track record of implementation. This mainly applies to benchmarks related to the judiciary and rule of law chapters. Closing these chapters will require building a credible track record of final convictions, particularly in high-level corruption cases, demonstrating independence of the judicial and prosecutorial councils, reducing significant case backlogs, especially in administrative courts, furnishing evidence of effective application of the asset recovery and confiscation law, and aligning border and migration management with EU standards. Progress in some of these areas has been hampered by political disagreements, but is also constrained by limited administrative capacity to implement changes and enforce new legislation. The pace of reform implementation over the coming 12 to 18 months, along with clarity around the policy direction adopted by the next government, will inform Moody's expectations for the timing of Montenegro's prospective EU membership. It will also indicate the extent to which reforms, linked to the closing of the remaining chapters, have the potential to improve quality and effectiveness of Montenegro's institutions, which in itself would be credit positive. This period will also give us additional time to assess the appetite of the current EU members for further enlargement. RATIONALE FOR THE AFFIRMATION SOLID GROWTH PROSPECTS ARE BALANCED BY LOW DIVERSIFICATION Montenegro's PPP-adjusted per-capita income of $32,566 in 2024 compares favorably to the median of the Ba3-rated peers ($21,813) as well as some regional peers such as Albania (Ba3 stable, $21,813). This supports Montenegro's economic resilience and its capacity to absorb shocks. However, Montenegro's very small economic scale, with GDP of $8.3 billion in 2024, along with its high reliance on the tourism sector (more than 20% of GDP), positions Montenegro among the least diversified economies, which exposes its growth dynamics to external shocks. While the influx of tourists and migrants related to the Russia-Ukraine conflict provided a significant boost to growth during 2022-23, the coronavirus pandemic shock in 2020 led to a 15% real GDP contraction, one of the largest globally. Montenegro's exposure to rising energy prices as a result of the ongoing Iran conflict is more limited compared to most other European sovereigns. Although its imports of transportation fuels are material, at around 3.7% of GDP, Montenegro's electricity generation—split between hydropower and domestically-sourced coal—does not depend on energy imports. In the baseline scenario Moody's expects the economy to grow annually at around 3.0 to 3.5% during 2026-28, broadly in line with the last two years and the longer-term trend before the pandemic. This is a slowdown from unusually high rates during 2021-23 which benefitted from the post-pandemic tourism recovery and the one-off effect of the inflow of migrants and capital from Russia. However, Montenegro's medium-term growth prospects are solid and will be supported by large-scale infrastructure projects, partly funded by grants and concessional lending under the EU's Growth Plan for the Western Balkans, which includes EUR384 million (4.7% of GDP) earmarked for Montenegro. The key projects include the second phase of the Bar-Boljare highway, which is set to start in 2026, several railway infrastructure upgrades and extensions, as well as the Tivat-Budva coastal road upgrade. Growth will also benefit from foreign direct investment (FDI) inflows into the tourism and renewable energy sectors, the latter being driven by Montenegro's existing underwater connection with Italy (Baa2 stable), which underpins its potential as a platform for electricity exports to the EU. More effective absorption of available infrastructure funds over the coming years and stronger ability to attract FDI in the context of Montenegro's prospective EU accession present an upside risk to the medium-term growth outlook. Meanwhile, ongoing and planned investments in transportation infrastructure are set to boost Montenegro's tourism potential, including through the expansion of the capacity of the Podgorica airport through a long-term private-public partnership concession, for which the tender is close to being finalized. FAVORABLE DEBT AFFORDABILITY BALANCES ELEVATED DEBT BURDEN AND RISKS RELATED TO THE HIGHWAY PROJECT The government's debt burden has declined significantly since the peak of more than 106% of GDP in 2020, but at nearly 60% of GDP at the end of 2024 remains higher than the Ba3-rated median of 54.3% of GDP and Eastern Europe and CIS median of 43.3% of GDP. In contrast, Montenegro has relatively favorable debt affordability metrics, with government interest payment at 4.8% of revenue (2.0% of GDP) in 2024, below the Ba3-rated median of 9.8% of revenue (2.9% of GDP). Moody's expects general government deficits will average around 4% of GDP in the coming years. This reflects Moody's assumptions that the room to implement significant fiscal consolidation ahead of the upcoming elections will be limited, especially in the context of spending commitments for several large infrastructure projects. The deficit widened to 4.3% of GDP in 2025 from 3.3% of GDP in 2024, above the 3.7% of GDP budget target, due to a combination of weaker revenue collection and higher spending. Although revenue was in line with the budget plan, it was weaker than in 2024 when measured relative to GDP as a result of the tax reform, which significantly reduced social security contributions. Meanwhile, non-interest expenditure exceeded the 2024 level by around 0.5% of GDP, mainly due to higher capital spending. Moody's fiscal projections for the coming years point to the general government gross debt burden stabilizing at around 65% of GDP. While this is above the government's long-term target of less than 60%, the increase is at least partly due to the accumulation of additional liquidity buffers in the form of government deposits, which nearly doubled to 9.7% of GDP in 2025. Ongoing improvements in tax administration and the anticipated increase in the recurring revenue related to the pending Podgorica airport concession have the potential to strengthen revenue performance and narrow the deficits beyond Moody's baseline projections. However, despite these near-term positive fiscal trends, Moody's views the balance of fiscal risks over the medium term as being mostly skewed to the downside. These risks are mainly related to the multi-stage Bar-Boljare highway project. Based on the available estimates of the cost of constructing the remaining sections three sections of the highway, completing the full project will likely require the government to spend an equivalent of 2.5-3.5% of GDP each year for the next 10 years. The impact of such a large spending commitment on the government's debt metrics will depend on how much of the highway-related expense will be covered by future EU grants and to what extent the remaining amount will be accommodated within the government's medium-term fiscal deficit target of less than 3% of GDP. ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS Montenegro's CIS-3 Credit Impact Score indicates that ESG considerations currently have a limited impact on the sovereign's credit profile, although moderate environmental and social risks could exert greater negative pressure over time, while governance risks remain low. The E-3 issuer profile score reflects exposure to physical climate risks and challenges related to natural capital and waste and pollution, which could weigh on economic performance—particularly tourism, agriculture and transport—if adaptation investment remains insufficient. The S-3 score captures moderate social risks, notably adverse demographics and labor-market skill mismatches that constrain growth and pose longer-term fiscal risks. Governance risks are limited (G-2), although regulatory and administrative weaknesses continue to affect the business environment; ongoing EU-accession-related reforms should gradually strengthen institutions and support higher growth potential. GDP per capita (PPP basis, US$): 32,566 (2024) (also known as Per Capita Income) Real GDP growth (% change): 3.2% (2024) (also known as GDP Growth) Inflation Rate (CPI, % change Dec/Dec): 2.5% (2024) Gen. Gov. Financial Balance/GDP: -3.3% (2024) (also known as Fiscal Balance) Current Account Balance/GDP: -17.1% (2024) (also known as External Balance) External debt/GDP: [not available] Economic resiliency: ba1 Default history: No default events (on bonds or loans) have been recorded since 1983. On March 10, 2026, a rating committee was called to discuss the rating of the Montenegro, Government of. The main points raised during the discussion were: The issuer's economic fundamentals, including its economic strength, have not materially changed. The issuer's institutions and governance strength, have not materially changed. The issuer's fiscal or financial strength, including its debt profile, has materially decreased. The issuer's susceptibility to event risks has not materially changed. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS FACTORS THAT COULD LEAD TO AN UPGRADE Increasing confidence that reform implementation is materially transforming the quality of Montenegro's institutions and will increase the likelihood of further credit improvements thanks to the institutional and economic benefits of EU membership would likely lead to an upgrade. An acceleration of fiscal consolidation efforts that place the government debt burden on a firm declining path would also exert upward pressure on the rating. Positive credit pressure would also result from a material reduction in external vulnerability risks, such as through a durable reduction in external imbalances. FACTORS THAT COULD LEAD TO A DOWNGRADE Stalling of the EU accession related reform momentum would likely prompt us to stabilize the rating, unless compensated by significant improvements in the fiscal and economic outlook. Negative credit pressure would also arise from a significant deterioration in the government's fiscal position, including due to crystallization of risks related to the Bar-Boljare highway project, pointing to a steadily rising government debt burden in the coming years. Further significant increase in Montenegro's external imbalances or evidence of government liquidity challenges would also exert negative pressure on the rating. The principal methodology used in these ratings was Sovereigns published in November 2022. The weighting of all rating factors is described in the methodology used in this credit rating action, if applicable. Montenegro's "ba2" economic strength is set below the initial score of "baa3" to reflect its limited diversification and infrastructure constraints compared to peers as well as its very narrow export base that makes the economy vulnerable to fluctuations in international demand. The "baa2" fiscal strength score is two notches below the initial score of "a3" to reflect the fiscal risks posed by the four-stage Bar-Boljare highway project. This leads to a final scorecard-indicated outcome of Ba1-Ba3, compared to the initial scorecard-indicated outcome of Baa1-Baa3. The assigned Ba3 rating is inside the final scorecard-indicated outcome range. ===================== N E T H E R L A N D S ===================== BOELS TOPHOLDING: Fitch Affirms 'BB-' Long-Term IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Boels Topholding B.V.'s Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook. Fitch also affirmed Boels' senior secured debt rating at 'BB-'. Key Rating Drivers Solid European Franchise: Boels' Long-Term IDR reflects its franchise as Europe's second-largest equipment rental company, long-dated funding profile and management's experience in maintaining liquidity through periods of changeable capex requirements. It also takes into account Boels' exposure to the cyclical construction sector, recent volatility of margins and profitability, and high leverage. Construction Volumes Stagnation Pressures Demand: About half of Boels' revenue is sourced from various construction and related end-markets, to which the company provides a wide range of equipment on rental. Fitch believes equipment demand will remain under pressure over the medium term due to slow construction activity. Over the longer term Fitch expects a gradual volumes recovery, which would increase rental equipment demand and support the company's revenue. The longer-term trend of customers preferring to lease rather than buying equipment should also support rental demand. Granular Client Base: Boels has about 670,000 clients, including individuals as well as small, medium-sized, and large companies, with its top 10 clients representing a modest 5% of total revenue in 2025. Boels' business is well diversified across equipment and customer types, with more than 800 depots across its markets. Discretionary Capex Supports Liquidity: Boels has demonstrated its capacity to manage capex and maintain liquidity through fluctuating economic conditions. Its corporate governance practices are adequate and its shareholder has historically reinvested most earnings in the business to support further growth. Capex is discretionary to an extent in the short term, enabling the company to moderate spending at a time of reduced cash inflows; however, reinvestment is required over the longer term to maintain an attractive fleet. Long-Term Growth Trend, Adequate Depreciation: The equipment rental market has grown considerably over the past 15 years as customers increasingly choose to rent rather than buy, and Fitch expects this trend to continue through the current cycle. Larger operators, such as Boels, benefit from strong brand recognition and the ability to shift equipment between locations to manage utilisation. Boels' average fleet age was around 62 months in 2025, significantly below its average useful life. However, according to management, the company may consider using certain equipment types for longer, which in its view, should delay replacement capex and support the company's leverage over the medium term. Boels' depreciation assumptions remain appropriate, with limited incidence of impairments or losses on disposal. Equipment sales do not constitute a major revenue source. Pressured EBITDA, Acquisition Benefits: Boels' EBITDA came under pressure in 2025 as higher operating costs outpaced moderate revenue growth. The preliminary EBITDA margin declined to 32% from 34% and the company reported a net loss. Management expects profitability to improve in 2026, supported by lower capex and operating and interest expense, and synergies from its Riwal acquisition. Boels has already repriced its term loan, cutting the cost by 25bp, which should provide some support, but Fitch considers the company's broader cost-reduction targets to be ambitious. Fitch has thus tightened the negative rating sensitivity for leverage due to weak profitability. Deleveraging Delayed: Boels' cash flow leverage increased slightly to 4.4x at end-2025 (2024: 4.3x), remaining well above Fitch's positive rating sensitivity of 3.5x. Fitch does not expect a meaningful reduction in leverage before 2027, given a challenging operating environment and pressured EBITDA, although management targets to reduce leverage by end-2026 through capex optimisation, cost reductions and only moderate dividends. Fitch believes weak construction activity and possible longer-term fleet renewal needs will continue to constrain deleveraging. The 2024 acquisition of Riwal also increased goodwill, leaving Boels with net tangible liabilities. Long-Dated Funding: Boels' funding profile remains broadly unchanged, comprising about EUR1 billion of senior secured notes, an EUR1.1 billion term loan and EUR400 million leasing liabilities (largely premises), with liquidity supported by a largely undrawn EUR300 million revolving credit facility and some capex flexibility. In 2026, Boels secured a 25bp pricing reduction for its term loan, supporting interest coverage (EBITDA/interest 4.9x in 2025). Boels' notes will mature in 2029, and Fitch expects them to be refinanced ahead of maturity. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Material reduction in EBITDA, either from lower fleet utilisation or from rising costs, resulting in gross debt/EBITDA exceeding 5x - Reduction in EBITDA interest coverage to 3x on a sustained basis - Insufficient liquidity to support the capex required to maintain a reasonable fleet Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Reduction in leverage to below 3.5x, accompanied by ongoing sound management of capex and liquidity DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS Boels' debt is classified as secured, but in the absence of direct security over operating assets, Fitch rates it in line with the Long-Term IDR (as it would an unsecured obligation), indicating average recovery prospects. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The debt ratings are primarily sensitive to a change in Boels' Long-Term IDR. Should Boels introduce any debt secured on operating assets ranking above rated instruments (or a subordinated tranche below them), Fitch could notch the debt ratings down (or up) from the Long-Term IDR, on the basis of weaker (or stronger) recovery prospects. ADJUSTMENTS Boels' 'bb-' Standalone Credit Profile (SCP) is in line with the implied SCP. The 'bbb' sector risk operating environment score is in line with the 'bbb' category implied score. The 'bb' business profile score is below the 'bbb' category implied score due to the following adjustment reason: business model (negative). The 'bb' asset quality score is below the 'a' category implied score due to the following adjustment reason: risk profile and business model (negative). The 'bb-' earnings and profitability score is below the 'a' category implied score due to the following adjustment reasons: revenue diversification (negative). The 'b+' capitalisation and leverage score is in line with the 'b' category implied score. The 'bb-' funding, liquidity and coverage score is in line with the 'bb' category implied score. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Boels Topholding B.V. LT IDR BB- Affirmed BB- senior secured LT BB- Affirmed BB- =========== P O L A N D =========== CITY OF ZABRZE: Fitch Affirms 'BB' LT IDRs, Alters Outlook to Pos. ------------------------------------------------------------------ Fitch Ratings has revised The City of Zabrze's Outlook to Positive from Stable while affirming its Long-Term Foreign-and Local-Currency Issuer Default Ratings (IDRs) at 'BB'. The Outlook revision reflects stronger 2025 operating performance than anticipated in its rating case, following the implementation of the city's prudential budget programme. Zabrze's debt metrics remain in line with the rating but Fitch expects them to improve to levels consistent with a 'BB+' IDR over the medium term. The level of improvement and its sustainability will depend on continued successful implementation of revenue-increasing and cost-saving measures as well as debt discipline under the prudential programme in 2026 and beyond. The city's IDRs are derived from its 'bb' Standalone Credit Profile (SCP) and no other factors apply to the ratings. KEY RATING DRIVERS Zabrze's 'bb' SCP reflects a combination of a 'Midrange' risk profile and a 'bbb' financial profile. It also factors in peer comparison and is not affected by any asymmetric risk. Risk Profile: 'Midrange' Zabrze's 'Midrange' risk profile reflects the following combination of key risk factors assessments: Revenue Robustness: 'Midrange' Zabrze's revenue sources are stable and are aligned with national GDP growth prospects. Income taxes are the major revenue, accounting for over 50% of 2025 total revenue, and rely on moderately cyclical activities. Transfers from the state represented about 16% of total revenue, while real estate tax accounts for over 10%. Both items' growth is linked to inflation. Following the law changes in 2025, Fitch expects operating revenue growth to slow to an average 3%-4% annually in 2026-2030, versus 7.1% in 2021-2025. Revenue, however, should be stable and predictable, unlike in prior years, when the city received ad-hoc supplementary funds in 4Q, and should benefit budget planning. Revenue Adjustability: 'Midrange' Its assessment reflects the equalisation mechanism under the local and regional governments' (LRG) revenue law, which offsets the city's limited fiscal flexibility. Zabrze would qualify for equalisation funding if its per-capita tax revenue (over 60% of total revenue) fell below 80% of its LRG tier average, leading to a larger subsidy from the central government. However, the city is above the threshold and therefore does not qualify for this funding. The system also ensures an automatic increase in the general state subsidy if income tax revenue grows more slowly than financial needs. Expenditure Sustainability: 'Midrange' Zabrze's main responsibilities, including education, family and social care, public transport, municipal services and administration, are largely non-cyclical. The city adopted a prudential budget programme in 2024, following liquidity challenges from accumulated postponed payments and understated opex. This led to layoffs in the city hall, and reorganisation of educational and cultural institutions, which allowed the city to keep 2025 expenditure broadly unchanged from 2024. Fitch expects the city to continue optimising opex, while maintaining tight capex control. Fitch forecasts opex growth to average 3%-4% annually, in line with operating revenue. The city will focus on externally co-financed capex projects that generate opex savings. Expenditure Adjustability: 'Midrange' The city's budget is subject to balanced budget rules. Zabrze's mandatory responsibilities represent about 90% of its total expenditure, limiting its spending flexibility, although the city has been cutting spending on mandatory tasks where possible. Capex is partly flexible, allowing for phased implementation and postponement. Fitch expects capex to be at 9% (PLN744 million in total) of total expenditure in 2026-2030, down from 14.5% in 2021-2025. Zabrze's long-term capex commitment to support its municipal companies (stadium and football club) averages PLN26 million a year. Liabilities and Liquidity Robustness: 'Midrange' Polish LRGs must align debt servicing with their operating balances and maintain an amortising repayment structure. Zabrze's debt extends to 2045 with a smooth repayment schedule. It totalled PLN1,031 million at end-2025, down from PLN1,091 million at end-2024, and is solely in Polish zloty, eliminating currency risk. However, 88% carries floating rates, exposing the city to interest-rate risk, as LRGs cannot use derivatives. Its PLN354 million state loan under the prudential programme has preferential terms, including a three-year grace period and 2045 maturity. The loan is subject to specific prerequisites and conditions on future debt, including The Ministry of Finance approval. Fitch treats liabilities of non-self-supporting municipal companies as other Fitch-classified debt. These totalled PLN128 million at end-2025 (PLN127 million at end-2024) and will decline gradually to PLN35 million in 2030. Liabilities and Liquidity Flexibility: 'Midrange' Counterparty risk is moderate. Banks providing liquidity in Poland are rated between 'BBB-' and 'A+'. The central government provides no emergency liquidity support. Zabrze has a PLN70 million overdraft facility with Bank Pekao S.A. (BBB+/Stable). Available liquidity should cover the city's spending throughout 2026, although new debt may be required in the final months to finance any budget deficit. Cash at end-2025 was PLN64 million (PLN181 million at end-2024), while the average month-end cash balance in 2025 was PLN186 million. Projected debt servicing in 2026 is PLN102 million. Financial Profile: 'bbb category' Fitch classifies Zabrze as a Type B LRG, as it must cover debt service from cash flow annually. Under its rating case, payback (net adjusted debt/operating balance) should improve to below 15x in 2029-2030, from 15.5x in 2025, within the 'bbb' category. The city's fiscal debt burden will remain 'aa' at over 70% of operating revenue to end-2030. Fitch expects synthetic debt service coverage ratio (operating balance/synthetic debt amortisation including short-term maturities) to remain weak at 0.7x, consistent with a 'b' score. This metric typically understates Polish LRGs' performance, as it calculates debt annuities for 15 years, while loan agreements are usually longer. Fitch forecasts the city's operating balance to gradually rise to an average PLN73 million in 2026-2030 in its rating case, from PLN71 million in 2025 and a PLN30 million deficit in 2024, as it implemented various revenue-enhancing and cost-cutting initiatives. Sustained progress will depend on the city's continued efforts under the prudential programme. Net adjusted debt will rise by PLN48 million to PLN1,143 million in 2030, as new borrowing under the programme is limited and partly offset by declining municipal company debt. National Ratings Fitch upgraded Zabrze's National Rating to 'BBB+(pol)' from 'BBB(pol)' following the revision of Outlook to Positive on the city's Long-Term Local Currency IDR due to its improving financial profile. The National Rating is the higher of two options mapping to a 'BB' IDR on Fitch's National Rating scale. The Outlook on the National Rating is Stable. Peer Analysis Zabrze has no direct peers with a 'Midrange' risk profile and a 'bb' SCP category. The nearest Polish peer is The City of Chorzow, which has a better payback than Zabrze and thus an SCP of 'bbb-'. Zabrze's closest international peers in risk profile and SCP are Italian regions, The City of Naples and the Portuguese Region of Azores, but they are hardly comparable due to different responsibilities and funding sources as well as the size of its territories and population. All of them have similar payback ratios and debt service ratios to Zabrze, but most have significantly larger fiscal debt burden. Issuer Profile Zabrze is an urban county in the Slaskie region with about 152,000 inhabitants at end-2024. Its tax base is diversified but weaker than that of other rated Polish cities. The unemployment rate was 5.4% at end-2025 (Poland: 5.7%). Key Assumptions Qualitative Assumptions, their respective change since the last review and weight in the rating decision: Risk Profile: 'Midrange, Unchanged with Low weight' Revenue Robustness: 'Midrange, Unchanged with Low weight' Revenue Adjustability: 'Midrange, Unchanged with Low weight' Expenditure Sustainability: 'Midrange, Unchanged with Low weight' Expenditure Adjustability: 'Midrange, Unchanged with Low weight' Liabilities and Liquidity Robustness: 'Midrange, Unchanged with Low weight' Liabilities and Liquidity Flexibility: 'Midrange, Unchanged with Low weight' Financial Profile: 'bbb, Improved with High weight' Asymmetric Risk: 'N/A, Unchanged with Low weight' Support (Budget Loans): 'N/A, Unchanged with Low weight' Support (Ad Hoc): 'N/A, Unchanged with Low weight' Rating Cap (LT IDR): 'N/A, Unchanged with Low weight' Rating Cap (LT LC IDR) 'N/A, Unchanged with Low weight' Rating Floor: 'N/A, Unchanged with Low weight' Quantitative assumptions - Issuer Specific Its rating action is driven by quantitative assumptions about reference metrics under its 2026-2030 rating case. These include their respective changes since the last review and weights in the rating decision: - Payback ratio: 14.5x in 2030; Improved with High weight - Synthetic debt service coverage ratio: 0.7x in 2030; Unchanged with Low weight - Fiscal debt burden: 71.6% in 2030; Improved with Low weight Fitch's rating case is a "through-the-cycle" scenario, which incorporates a combination of revenue, cost and financial risk stresses. It is based on 2021-2025 published figures and 2026-2030 projected ratios. The key assumptions for the scenario include: - Annual average 3.4% increase in operating revenue, including tax revenue growth of 4.3% and transfers received of 1.9% linked to the growth of GDP and inflation, respectively, while local taxes and fees should be additionally boosted by actions under the prudential programme - Annual average 3.5% increase in opex due to expected inflation just above 3% in 2026-2027, before easing to 2.5% from 2028 on further spending optimisations from the city's administration - Negative net capital balance on average at PLN55 million a year, considering uncertainty about the timing and amount of available non-returnable EU and national capital grants, as well as limited self-financing possibilities - Average cost of debt of 4.4% a year in 2026-2030, down from 5% a year in 2021-2025, and long-term maturities of new debt at a minimum 15 years Quantitative assumptions - Sovereign Related Figures as per Fitch's sovereign estimates for 2025 and forecasts for 2026-2027, respectively (no weights and changes since the last review are included as none of these assumptions were material to the rating action): - GDP per capita (US dollar, market exchange rate): 28,532.37; 31,638.9; 33,164.09 - Real GDP growth (%): 3.6; 3.6; 2.9 - Policy interest rate (end-year; %): 4; 3.75; 3.5 - Consumer prices (annual average % change): 3.34; 2.8; 3.2 - General government balance (% of GDP): -7.; -6.68; -6.21 - General government debt (% of GDP): 59.3; 65.3; 69.6 - Current account balance plus net FDI (% of GDP): 0.13; 0.73; 0.58 - Net external debt (% of GDP): 1.23; 0.05; -0.34 - IMF Development Classification: EM - CDS Market Implied Rating: 'A-' Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A debt payback ratio returning to above 15x on a sustained basis under Fitch's rating case could lead to an Outlook revision to Stable. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A debt payback ratio remaining equal to, or lower than, 15x on a sustained basis under Fitch's rating case could lead to an upgrade. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Discussion Note Committee date: 12 March 2025 There was an appropriate quorum at the committee and the members confirmed that they were free from recusal. It was agreed that the data was sufficiently robust relative to its materiality. During the committee no material issues were raised that were not in the original committee package. The main rating factors under the relevant criteria were discussed by the committee members. The rating decision as discussed in this rating action commentary reflects the committee discussion. Entity/Debt Rating Prior ----------- ------ ----- Zabrze, City of LT IDR BB Affirmed BB LC LT IDR BB Affirmed BB Natl LT BBB+(pol)Upgrade BBB(pol) ========= S P A I N ========= SANTANDER CONSUMO 10: Moody's Assigns (P)B3 Rating to Class F Notes ------------------------------------------------------------------- Moody's Ratings has assigned provisional ratings to Notes to be issued by SANTANDER CONSUMO 10, FONDO DE TITULIZACION: EUR []M Class A1 Floating Rate Asset Backed Notes due May 2041, Assigned (P)Aaa (sf) EUR []M Class A2 Floating Rate Asset Backed Notes due May 2041, Assigned (P)Aaa (sf) EUR []M Class B Floating Rate Asset Backed Notes due May 2041, Assigned (P)Aa1 (sf) EUR []M Class C Floating Rate Asset Backed Notes due May 2041, Assigned (P)A2 (sf) EUR []M Class D Floating Rate Asset Backed Notes due May 2041, Assigned (P)Baa3 (sf) EUR []M Class E Floating Rate Asset Backed Notes due May 2041, Assigned (P)Ba3 (sf) EUR []M Class F Floating Rate Asset Backed Notes due May 2041, Assigned (P)B3 (sf) RATINGS RATIONALE The transaction is 11-month revolving cash securitisation of Spanish unsecured consumer loans originated by Banco Santander, S.A. (Spain) ("Santander") (A1/P-1; A2(cr)/P-1(cr)) to private obligors residing in Spain. Santander also acts as servicer, swap counterparty, collection account bank and issuer account bank provider of the transaction. The provisional portfolio consists of approximately EUR1,790.0 million of loans as of January 14, 2026 pool cut-off date. A final portfolio of EUR1,400.0 million will be randomly selected from the provisional portfolio to match the final collateralised notes issuance amount. The weighted average remaining maturity of the provisional portfolio is 5.6 years and the weighted average seasoning is 0.9 years. 67.6% of the loans in this pool were used to finance living expenses, 6.2% for home improvements and 7.2% for the purchase of vehicles. All the loans are fixed-rate loans. Around 85.3% of the provisional portfolio is composed of pre-approved loans where the borrower was offered an unsecured consumer loan up to a maximum amount without initiating an application process. Pre-approved loans require the borrower to be an active customer of Santander and meet a minimum behavioural scoring. The Reserve Fund will be funded to 2.0% of the collateralised notes balance at closing with the issuance of Class F Notes, and the total credit enhancement for the Class A Notes (Class A1 notes and Class A2 notes) will be 22.0%. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. The transaction benefits from credit strengths such as the granularity of the portfolio, securitisation experience of Santander, a reserve fund sized at 2.0% of the total collateralized notes balance at closing, and credit enhancement provided via subordination of the Notes. However, Moody's notes that the transaction features a number of credit weaknesses, such as (i) a complex structure including interest deferral triggers for junior notes, (ii) pro-rata payments on Classes A-E Notes from the first payment date, (iii) eleven-months revolving period which could increase performance volatility of the underlying portfolio, and (iv) the relatively high linkage to Santander, which is acting as an originator, servicer, swap counterparty, account bank and paying agent. Various mitigants have been put in place in the transaction structure, such as early amortisation and sequential redemption triggers and strict eligibility criteria on both individual loan and portfolio level. Hedging: all the loans are fixed-rate loans, whereas the Notes are floating-rate liabilities. As a result, the issuer is subjected to a fixed-floating interest-rate mismatch. To mitigate the fixed-floating rate mismatch, the issuer has entered into a swap agreement with Santander. Under the swap agreement, (i) the issuer pays a fixed rate of [ ]%, (ii) the swap counterparty pays 3M Euribor, (iii) the notional will be tracking the outstanding balance of the non-defaulted loans in the portfolio. Moody's analysis focused, amongst other factors, on (i) an evaluation of the underlying portfolio of loans at closing and incremental risk due to loans being added during the revolving period; (ii) the historical performance information of the total book and past ABS transactions originated by Santander; (iii) the credit enhancement provided by the subordination, the excess spread and the reserve fund; (iv) the liquidity support available in the transaction, by way of principal to pay interest, and the reserve fund and (v) the overall legal and structural integrity of the transaction. MAIN MODEL ASSUMPTIONS Moody's determined a portfolio lifetime expected mean default rate of 5.0%, expected recoveries of 15.0% and portfolio credit enhancement ("PCE") of 17.5%. The expected mean default rate and recoveries capture Moody's expectations of performance considering the current economic outlook, while the PCE captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected defaults and PCE are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate Consumer ABS. Portfolio expected mean default rate of 5.0% is in line with recent Spanish consumer loan transaction average, and is based on Moody's assessments of the lifetime expectation for the pool, taking into account: (i) historic performance of the loan book of the originator, (ii) performance track record on most recent Santander Consumer deals,(ii) benchmark transactions, and (iii) other qualitative considerations. Portfolio expected recoveries of 15.0% are in line with recent Spanish consumer loan average, and are based on Moody's assessments of the lifetime expectation for the pool, taking into account: (i) historic performance of the loan book of the originator, (ii) benchmark transactions, and (iii) other qualitative considerations. The PCE of 17.5% is in line with other Spanish consumer loan peers, and is based on Moody's assessments of the pool taking into account the relative ranking to originator peers in the Spanish consumer loan market. The PCE of 17.5% results in an implied coefficient of variation ("CoV") of 39.7%. The principal methodology used in these ratings was "Moody's Approach to Rating Consumer Loan-Backed ABS" published in July 2024. Factors that would lead to an upgrade or downgrade of the ratings: Factors that would lead to an upgrade of the ratings include significantly better than expected performance of the pool together with an increase in credit enhancement of Notes. Factors or circumstances that could lead to a downgrade of the ratings would be (1) worse than expected performance of the underlying collateral; (2) deterioration in the credit quality of Santander; or (3) an increase in Spain's sovereign risk. =========== S W E D E N =========== REN10 HOLDING: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Ren10 Holding AB's Long-Term Issuer Default (IDR) Rating at 'B+', with a Stable Outlook. Fitch has assigned Renta Group Oy (Renta) a Long-Term IDR of 'B+', with a Stable Outlook. Fitch also affirmed Ren10 Holding AB's senior secured debt rating at 'B+' with a Recovery Rating of 'RR4'. Fitch rates Ren10 Holding AB and Renta under the Group Ratings approach of its Non-Bank Financial Institutions Rating Criteria, and their Long-Term IDRs are aligned. Key Rating Drivers Growing Franchise: The Long-Term IDR reflects Renta's small but growing equipment-rental franchise and modest profitability. The rating also considers Renta's high leverage, reliance on wholesale-market funding, net earnings losses, and its exposure to the cyclical construction sector. Limited Economies of Scale: Renta has grown organically and through acquisitions to achieve sizeable market shares in its core markets of Finland, Norway and Sweden, with a smaller presence in other markets. However, it remains small and largely Nordic-focused, benefiting from only limited economies of scale compared with higher-rated peers, which constrains its rating. Construction Market Stagnation Pressures Demand: About three-quarters of Renta's rental revenue is drawn from infrastructure, renovation and new construction end-markets. Fitch believes equipment demand will remain under pressure in the medium term due to subdued activity, particularly in residential construction. However, the longer-term trend of customers preferring to lease equipment should support rental demand. Renta can repurpose and move fleet between its locations to maximise utilisation. Low Client Concentration, Adequate Depreciation: Renta's core clientele comprises around 100,000 clients, including individuals as well as small, medium-sized, and large companies, reducing revenue concentration. Its business model is decentralised, with more than 190 depots across its markets. Renta usually retains equipment for its useful life and does not rely on equipment sales as a significant revenue source (less than 2% of gross operating income in 2025). Pressured Profitability, Adequate Margin: Renta's EBITDA margin was stable at 34% in 9M25 (2024: 32%; 2023: 35%). It reported annualised pre-tax loss/average assets of 4.1% in 9M25 (2024: loss of 5.7%), driven by increased financing and depreciation expenses, but Fitch expects some improvements following the term loan B (TLB) repricing in early 2026. Fitch believes that low construction activity in the Nordics will weigh on Renta's margins and profitability in the medium term. Lower funding costs and inflation should mitigate this, together with decelerating depreciation expense growth amid an aging fleet and slower portfolio expansion. Leverage Moderates as Growth Slows: Ren10 Holding AB's reported gross debt/EBITDA ratio was stable at 4.4x at end-3Q25, as it continued to integrate and fully roll out its newly acquired locations and rental companies. In its view, the continued integration of newly acquired entities, along with modest expected portfolio and depreciation expense growth, will support deleveraging in the longer term. Stable Funding: Ren10 Holding's EUR580 million TLB is its core funding source, supplemented by a EUR125 million super senior revolving credit facility for general corporate purposes (undrawn at end-3Q25). Renta raises other third-party debt at the operating entity level (i.e. lease liabilities), amounting to EUR297 million at end-3Q25. Renta's lease liabilities relate mostly to equipment and facilities and are treated as debt. Adequate Liquidity: Fitch regards liquidity as adequate, supported by predictable operational cash generation, coupled with some capex flexibility. Interest coverage improved to 2.6x in 9M25 (2024: 2.5x) and Fitch expects further improvements after the TLB repricing. HoldCo Ratings Equalised: Ren10 Holding AB's Long-Term IDR is equalised with Renta's, reflecting that they belong to the same security group as well as prudent liquidity management, which reduces the risk of cash flow mismatches and offset high double leverage at the holdco level (defined as equity investments in subsidiaries plus holding company intangibles, divided by holding company common equity). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A reduction in EBITDA leading to considerable delays in deleveraging, for example, if gross debt/EBITDA rises above 5x A reduction in EBITDA/interest expense to below 2x for an extended period Insufficient liquidity or access to funding to support the required capex to maintain an attractive fleet Material erosion of earnings due to fleet-valuation impairments or losses on the disposal of used equipment Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Material strengthening of franchise, in conjunction with scale benefits that feed into material profitability Gross debt/EBITDA below 3.5x on a sustained basis without deterioration in other financial metrics and in conjunction with a materially enlarged franchise DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS Debt Rating Aligned With IDR: The senior secured debt rating of Ren10 Holding's Term Loan B (TLB) is aligned with Ren10 Holding's Long-Term IDR, reflecting Fitch's view that the likelihood of default is materially identical between the two. The TLB is guaranteed by group subsidiaries that account for a substantial majority of Renta's consolidated assets, net sales and EBITDA. The 'RR4' Recovery Rating reflects average recovery expectations. The TLB ranks junior to Ren10 Holding's super senior revolving credit facility. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES The senior secured debt rating is primarily sensitive to a change in Renta's Long-Term IDR. Therefore, an upgrade or downgrade of the latter would be mirrored in similar action on the secured debt rating. The senior secured debt rating is also sensitive to Fitch's recovery expectations, which could be affected by the introduction of new debt ranking senior or junior to the rated outstanding senior secured debt. Fitch could rate the senior secured debt below or above the Long-Term IDR, based respectively on weaker or stronger recovery prospects. SUBSIDIARY AND AFFILIATE RATINGS: RATING SENSITIVITIES Ren10 Holding AB's Long-Term IDR is primarily sensitive to a change in Renta's Long-Term IDR. Therefore, an upgrade or downgrade of the latter would be mirrored in similar action on Ren10 Holding AB's Long-Term IDR. ADJUSTMENTS The 'b+' business profile score has been assigned below the implied 'bb' score due to the following adjustment reason: business model (negative). The 'bb-' asset quality score has been assigned below the implied 'a' score due to the following adjustment reason: concentrations; asset performance (negative). The 'b' earnings & profitability score has been assigned below the implied 'bb' score due to the following adjustment reason: historical and future metrics (negative). The 'b+' funding, liquidity & coverage score has been assigned below the implied 'bb' score due to the following adjustment reason: funding flexibility (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. This means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Ren10 Holding AB LT IDR B+ Affirmed B+ senior secured LT B+ Affirmed RR4 B+ Renta Group Oy LT IDR B+ New Rating ============= U K R A I N E ============= FERREXPO PLC: Fitch Lowers Long-Term IDR to 'CC' ------------------------------------------------ Fitch Ratings has downgraded Ferrexpo plc's Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC-'. The downgrade reflects significant uncertainty on the business continuity of the group due to bankruptcy proceedings opened against its core operating subsidiary in Ukraine, whose operations are being disrupted due to unstable electricity supply and tight liquidity. Fitch estimates Ferrexpo will have insufficient cash to cover working-capital and capex in the next 12 months if it is unable to resume sustainable production in 2Q26, assuming the suspension of VAT refunds remains. Ferrexpo has no external debt, but Fitch believes its ability to raise external funding is impaired. Key Rating Drivers Bankruptcy Proceedings Against Key Subsidiary: On 24 February 2026, Ferrexpo announced that a local court of first instance in Ukraine opened bankruptcy proceedings against its core Ukrainian operating subsidiary, PJSC Ferrexpo Poltava Mining (FPM), and appointed an insolvency manager. The proceedings were initiated in connection with a contested sureties claim of UAH4,727 million, while the underlying sureties dispute remains under Supreme Court review. FPM has filed an appeal; however, this will not suspend the bankruptcy proceedings. Fitch views the opening of proceedings as a major negative event as FPM is central to Ferrexpo's operations, being the group's major producing operation. FPM controls Poltava mine and the group's processing plants and pelletising facilities. In its view, the bankruptcy proceedings at FPM would increase uncertainties over operational control, access to key assets and consequently the group's ability to generate cash. Fitch believes these factors heighten the risk of a distressed outcome for the group despite the absence of debt. Imminent Liquidity Risk: In late January 2026, Ferrexpo temporarily suspended operations due to unstable domestic electricity supply in the region, which hindered production at a sustainable level. Fitch understands that an initial phase of production has restarted around late February using imported and local electricity, but the pace of ramp up remains uncertain and is contingent on the evolving situation. Fitch believes failure to timely resume to a minimum sustainable throughput could materially deplete available liquidity over the near term. VAT Refunds Suspension: The VAT refund suspension, linked to personal sanctions on Ferrexpo's main shareholder, has led to negative changes in working capital and negative operating cash flow generation since 1Q25. The estimated VAT refund amount in dispute at end-December 2025 was about USD70 million. Failure to reinstate VAT refunds in a timely manner would drive ongoing cash outflow and constrain the group's ability to fund working capital and maintenance capex, increasing liquidity risk. Management is working on resolving the suspension and optimising cash management. Legal Risks Cloud Outlook: Ferrexpo is also facing several legal proceedings that could affect its financial performance. A Ukrainian district court has granted a request to transfer 49.5% of Ferrexpo's shares in FPM to a national agency. There is also a civil claim related to alleged illegal mining and sale of subsoil products, and a dispute with previous minority shareholders. The timeline and outcome of these legal proceedings remain uncertain, presenting substantial risks. Weak Profitability; Limited Earnings Visibility: Ferrexpo's 2025 production of 6.1 metric tonnes (mt) was higher than Fitch's prior forecast of 4.2mt, due primarily to higher concentrate output. However, Fitch estimates EBITDA for 2025 to have fallen to about USD10 million due to weakening iron ore prices and pellet premium and rising energy costs. Fitch has limited visibility on 2026 earnings and cash flow generation given the uncertainty regarding production stability and pace of ramp up following the initial restart. Ferrexpo's lack of external debt does not mitigate the heightened risk of liquidity depletion driven by negative free cash flow and execution risk. Peer Analysis The ratings in the 'CCC' category and below for most corporate issuers in Ukraine reflect heightened operational and financial risks. Interpipe Holdings plc's 'CCC-' ratings reflect the high risk of damage or disruption at its main facilities and its liquidity profile. Metinvest B.V. is rated 'CCC-' and on Rating Watch Negative, which reflects increasing refinancing risk linked to its USD428 million bonds falling due on 23 April 2026. Fitch’s Key Rating-Case Assumptions - No near-term enforcement of creditor claims during the initial stages of the bankruptcy proceedings of FPM - Pellet and iron ore concentrate production of about 3.4mt in 2026 - Average realised pellet price of USD104/tonne in 2026 - No VAT refunds in 2026 - Capex of USD45 million in 2026 - No dividends Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (bb-, Lower), Sector Characteristics (bb+, Lower), Market and Competitive Positioning (ccc+, Moderate), Diversification and Asset Quality (b+, Moderate), Company Operational Characteristics (ccc, Moderate), Profitability (ccc-, Higher), Financial Structure (a, Lower), and Financial Flexibility (ccc-, Higher). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the forecast year 2025, 70% for the forecast year 2026 and 20% for the forecast year 2027. - Assessments of the quantitative financial subfactors also include bespoke calculations. - B+ to CC considerations apply in its analysis and result in an adjustment of -1 notch(es). - The Governance assessment of 'Some Deficiencies' results in no adjustment. - The Operating Environment assessment of 'ccc' results in no adjustment. - The SCP is 'cc'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - An adverse resolution of legal risks that results in loss of access to and control of key assets and/or material operational disruptions leading to liquidity constraints that ultimately result in a default or the start of a default-like process Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - A positive resolution of legal risks that preserves Ferrexpo's continued full access to and control of key assets, alongside sustained resumption of production, resumption of VAT refunds, and sufficient operational cash generation to meet minimum operational liquidity requirements Liquidity and Debt Structure As of 31 December 2025, Ferrexpo had available cash and cash equivalents of USD47 million. It has minimal liabilities linked to leases. Fitch estimates Ferrexpo will have insufficient cash to cover working-capital and capex in next 12 months if it is unable to resume to a sustainable production level during 2Q26, assuming the suspension of VAT refunds remains in place and no near-term enforcement of creditor claims during the initial stages of the bankruptcy proceedings. The uncertainties stemming from the litigations pose substantial risk to its liquidity. Issuer Profile Ferrexpo is an iron ore pellet producer with all of its assets located in the Poltava region of central Ukraine. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Ferrexpo. ESG Considerations Ferrexpo has an ESG Relevance Score of '4' for Group Structure and Governance Structure due to related-party transactions, which has a negative impact on the credit profile, and is relevant to the rating[s] in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Ferrexpo plc LT IDR CC Downgrade CCC- ST IDR C Affirmed C =========================== U N I T E D K I N G D O M =========================== AMBER ENERGY: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------ Amber Energy Solutions Ltd was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court Number CR-2026-0015228, and Matthew Whitchurch (IP No. 28110) and Jonathan Dunn (IP No. 25150) of FRP Advisory Trading Limited were appointed as Joint Administrators on March 3, 2026. Amber Energy Solutions engages in energy consultancy. The company's registered office and principal trading address is at 1 Central Square, Cardiff, CF10 1FS. The Joint Administrators can be reached at: Matthew Whitchurch (IP No. 28110) Jonathan Dunn (IP No. 25150) FRP Advisory Trading Limited Kings Orchard, 1 Queen Street Bristol, BS2 0HQ For further details, contact: The Joint Administrators Tel: 0117 203 3700 Email: Marius.Pitulac@frpadvisory.com Alternative contact: Marius Pitulac BRACCAN MORTGAGE 2026-1: Moody's Assigns (P)B2 Rating to X Notes ---------------------------------------------------------------- Moody's Ratings has assigned provisional ratings to Notes to be issued by Braccan Mortgage Funding 2026-1 plc: GBP [ ]M Class A Mortgage Backed Floating Rate Notes due April 2068, Assigned (P)Aaa (sf) GBP [ ]M Class B Mortgage Backed Floating Rate Notes due April 2068, Assigned (P)Aa1 (sf) GBP [ ]M Class C Mortgage Backed Floating Rate Notes due April 2068, Assigned (P)A1 (sf) GBP [ ]M Class D Mortgage Backed Floating Rate Notes due April 2068, Assigned (P)Baa1 (sf) GBP [ ]M Class X Floating Rate Notes due April 2068, Assigned (P)B2 (sf) Moody's have not assigned a rating to the GBP [ ]M Class Z Notes due April 2068. RATINGS RATIONALE The Notes are backed by a static portfolio of UK buy-to-let (83.8%) and UK non-conforming (16.2%) residential mortgage loans originated by Paratus AMC Limited ("Paratus" as originator and seller, NR). The provisional portfolio consists of 1,911 mortgage loans with a current balance of GBP427.8 million as of January 31, 2026 pool cut-off date. The ratings are primarily based on the credit quality of the portfolio, the structural features of the transaction and its legal integrity. The transaction benefits from a non-amortising general reserve; sized at 0.20% of the Classes A to D notes and a liquidity reserve fund which is equal to 1.00% of the outstanding balance of Class A and B and will amortise together with Class A and B. The general reserve fund will be part of available revenue receipts while the liquidity reserve fund will be available to cover senior fees and costs, and Class A and B interest (in respect of the latter, if it is the most senior class outstanding and otherwise subject to a PDL condition). Paratus is the servicer and US Bank Global Corporate Trust Limited is the cash manager in the transaction. In order to mitigate the operational risk, CSC Capital Markets UK Limited (Not rated) will act as the back-up servicer facilitator. To ensure payment continuity over the transaction's lifetime the transaction documents incorporate estimation language whereby the cash manager can use the three most recent servicer reports to determine the cash allocation in case no servicer report is available. Additionally, there is an interest rate risk mismatch between the 98.6% of loans in the pool that are fixed rate and revert to Bank of England Base Rate (BBR) plus a margin, and the Notes which are floating rate securities with reference to compounded daily SONIA. To mitigate this mismatch there will be a fixed-floating scheduled amortisation swap provided by Royal Bank of Canada (Aa1(cr) / P-1(cr)). The swap framework is in accordance with Moody's guidelines. The collateral trigger is set at loss of A3(cr) and the transfer trigger at loss of Baa3(cr). Moody's determined the portfolio lifetime expected loss of 1.2% and MILAN Stressed Loss of 9.4% related to borrower receivables. The expected loss captures Moody's expectations of performance considering the current economic outlook, while the MILAN Stressed Loss captures the loss Moody's expects the portfolio to suffer in the event of a severe recession scenario. Expected losses and MILAN Stressed Loss are parameters used by us to calibrate its lognormal portfolio loss distribution curve and to associate a probability with each potential future loss scenario in the ABSROM cash flow model to rate RMBS. Portfolio expected loss of 1.2%: This is in line with the UK buy-to-let RMBS sector average and is based on Moody's assessments of the lifetime loss expectation for the pool taking into account: (1) the portfolio characteristics, including a weighted-average current LTV of 71.1%; (2) the good performance of the seller's precedent transactions as well as the historical performance of the seller's loan book; (3) benchmarking with comparable transactions in the UK RMBS market; and (4) the current macroeconomic environment in the UK. MILAN Stressed Loss of 9.4%: This is lower than the UK buy-to-let RMBS sector average and follows Moody's assessments of the loan-by-loan information taking into account the following key drivers: (1) the portfolio characteristics including the weighted-average current LTV of 71.1% for the pool; (2) 83.8% of the portfolio has BTL loans and 16.2% of the portfolio has owner occupied loans with 87.2% interest-only or part and part and 10.0% HMO/MUFB loans; and (3) benchmarking with comparable transactions in the UK RMBS market as well as with the previous transactions of Paratus. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors that may cause an upgrade of the ratings of the notes include significantly better than expected performance of the pool together with an increase in credit enhancement of the Notes. Factors that would lead to a downgrade of the ratings include: (i) increased counterparty risk leading to potential operational risk of servicing or cash management interruptions; and (ii) economic conditions being worse than forecast resulting in higher arrears and losses. C2 VTG: Bespoke Insolvency Appointed as Administrator ----------------------------------------------------- C2 VTG Group Ltd, was placed into administration in the High Court of Justice, Business and Property Courts in Manchester, Insolvency & Companies List (ChD), Court Number CR-2026-MAN-00372, and Peter John Harold (IP No. 10810) of Bespoke Insolvency Solutions was appointed as Administrator on February 27, 2026. C2 VTG Group engages in the retail sale of clothing in specialised stores. The company's registered office and principal trading address is at Stonecross, Trumpington High Street, Cambridge, CB2 9SU. The Administrator can be reached at: Peter John Harold (IP No. 10810) Bespoke Insolvency Solutions PO Box 798 Rochdale, OL16 9TX For further details, contact: Administrator Email: info@bespokeinsolvency.co.uk Alternative contact: Jessica Hodgson DOWSON PLC 2024-1: Moody's Ups Rating on GBP22.75MM E Notes to Ba2 ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings of four notes in Dowson 2024-1 PLC. The rating action reflects better than expected collateral performance and the increased levels of credit enhancement for the affected notes. Moody's affirmed the ratings of the notes that had sufficient credit enhancement to maintain their current ratings. GBP227.5M Class A Notes, Affirmed Aaa (sf); previously on Oct 29, 2024 Definitive Rating Assigned Aaa (sf) GBP35M Class B Notes, Upgraded to Aa1 (sf); previously on Oct 29, 2024 Definitive Rating Assigned Aa2 (sf) GBP24.5M Class C Notes, Upgraded to Aa2 (sf); previously on Oct 29, 2024 Definitive Rating Assigned A3 (sf) GBP14M Class D Notes, Upgraded to A2 (sf); previously on Oct 29, 2024 Definitive Rating Assigned Baa3 (sf) GBP22.75M Class E Notes, Upgraded to Ba2 (sf); previously on Oct 29, 2024 Definitive Rating Assigned B1 (sf) GBP26.25M Class F Notes, Affirmed Caa3 (sf); previously on Oct 29, 2024 Definitive Rating Assigned Caa3 (sf) Dowson 2024-1 PLC is a static cash securitisation of agreements entered into for the purpose of financing vehicles to obligors in the United Kingdom by Oodle Financial Services Limited ("Oodle") (NR). RATINGS RATIONALE The rating action is prompted by decreased key collateral assumptions, namely the portfolio Mean Default Assumption (PD) due to better than expected collateral performance as well as increase in credit enhancement for the affected tranches. Key Collateral Assumptions As part of the rating action, Moody's reassessed Moody's expected default rate and recovery rate assumptions for the portfolio reflecting the collateral performance to date. The performance of the transactions has been stable since closing, with 90 days plus arrears currently standing at 0.94%. Cumulative defaults currently stand at 5.95% of the original pool balance. The current expected default rate probability assumption is 18% of the current portfolio balance, which translates to a decrease of the default probability assumption as a percentage of the original balance to 15.54% from 17.89%. Moody's decreased portfolio credit enhancement ("PCE") to 36% from 40%. The assumption for the fixed recovery rate remains at 30%. Increase in Available Credit Enhancement Sequential amortisation led to the increase in the credit enhancement available in this transaction. For instance, the credit enhancement for the upgraded Class B, C, D and E Notes increased to 47.10%, 33.90%, 26.34% and 14.19% from 25.10%, 18.07%, 14.04% and 7.57%, respectively, since closing. Counterparty Exposure The rating actions took into consideration the notes' exposure to relevant counterparties, such as servicer. Moody's considered how the liquidity available in the transaction and other mitigants support continuity of note payments, in case of servicer default, using the CR assessment as a reference point for servicers. The transaction has reserves for the Notes B, C, D, E and F, which will be available to cover shortfalls related to the corresponding Notes, each representing 1% of their respective Notes. Moody's also considered in Moody's analysis that there is no principal to pay interest in case of shortfall. The rating of the Class B Notes is constrained by operational risk, due to insufficient liquidity. The principal methodology used in these ratings was "Moody's Global Approach to Rating Auto Loan- and Lease-Backed ABS" published in June 2025. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement and (3) improvements in the credit quality of the transaction. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement and (4) deterioration in the credit quality of the transaction counterparties. HONOURS PLC 2: Moody's Cuts Rating on GBP11.95MM Cl. D Notes to Ca ------------------------------------------------------------------ Moody's Ratings has upgraded the rating of 1 class of notes and downgraded the rating of 1 class of notes in Honours PLC Series 2. The upgrade reflects the increased level of credit enhancement for the affected notes, while the downgrade reflects Moody's views on the loss-given-default as a percentage of original balance for these notes. GBP18M Class C Notes, Upgraded to A3 (sf); previously on Mar 10, 2022 Upgraded to Ba1 (sf) GBP11.95M Class D Notes, Downgraded to Ca (sf); previously on Mar 10, 2022 Affirmed Caa3 (sf) Honours PLC Series 2 is a static cash securitisation of student loans extended to obligors in the UK by the Student Loans Company Limited (The) ("SLC"), a UK public sector organization. RATINGS RATIONALE The rating action is prompted by an increase in credit enhancement for Class C notes and Moody's views on the loss-given-default as a percentage of original balance for Class D notes. Increase in Available Credit Enhancement Sequential amortization led to the increase in the credit enhancement available in this transaction. For instance, credit enhancement calculated as subordinated notes minus unpaid PDL over sum of all notes increased to 37.75% from 24.55% a year ago for class C notes. In addition, the transaction benefits from a liquidity reserve now at its floor of GBP2.5M that was funded with collections and will be available ultimately to repay the notes. The majority of the principal repayments now comes from the Authority's cancelation indemnity which covers loans outstanding for more than 25 years and that are not in arrears. Projection of future losses For Class D, the rating action is prompted by Moody's views on the loss-given-default as a percentage of original balance for these notes. The balance of qualifying loans do not fully cover the sum of the Class C and D notes, with a shortage of around GBP4.5M. The rating action reflects the payment made on this note since issuance and the expected resulting loss for Class D notes. Counterparty Exposure The rating actions took into consideration the notes' exposure to relevant counterparties, such as servicer, account banks or swap providers. The rating of the Class C notes is constrained by operational risk. Moody's considers that the lack of back-up servicing arrangement may lead to payment disruption in the event of servicer disruption. The rating of Class C notes are constrained at A3 (sf). The principal methodology used in these ratings was "UK Scheduled Amortisation Student Loan-backed Securitisations: Surveillance" published in April 2024. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement and (4) deterioration in the credit quality of the transaction counterparties. WILSHIRE BENCHMARKS: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------------- Wilshire Benchmarks Topco Limited was placed into administration in the High Court of Justice, Court Number CR-2026-001549, and Chad Griffin (IP No. 9528) and Daniel Conway (IP No. 29112) of FRP Advisory Trading Limited were appointed as Joint Administrators on March 2, 2026. Wilshire Benchmarks Topco engages in activities of other holding companies not elsewhere classified. The company's registered office and principal trading addres is at C/O Tmf Group, 13th Floor, One Angel Court, London, EC2R 7HJ. The Joint Administrators can be reached at: Chad Griffin (IP No. 9528) Daniel Conway (IP No. 29112) FRP Advisory Trading Limited Apex 3, 95 Haymarket Terrace Edinburgh, EH12 5HD For further details, contact: The Joint Administrators Tel: 020 3005 4000 Alternative contact: Ella Sutton Email: cp.london@frpadvisory.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 2026. 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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