260511.mbx

260511.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, May 11, 2026, Vol. 27, No. 93 Headlines F R A N C E ATOS SE: Fitch Affirms 'B-' Long-Term IDR, Outlook Positive ATOS SE: S&P Rates EUR1.2BB Proposed Senior Secured Notes 'B+' COOPER CONSUMER: Moody's Affirms B2 CFR, Outlook Remains Stable LABORATOIRE EIMER: Moody's Ups CFR to B2, Outlook Remains Stable G E R M A N Y BERTELSMANN SE: S&P Affirms 'BB+' Issue Rating on Hybrid Debt [] DBRS Hikes/Confirms Ratings on 4 SC Germany Trusts I R E L A N D BERG FINANCE 2021: DBRS Puts BB(high) on Cl. E Notes on Review TIKEHAU CLO X: S&P Affirms B- (sf) Rating on Class F Notes I T A L Y A-BEST 25: Fitch Affirms 'BB+sf' Rating on Class E Notes BRIGNOLE CO 2024: DBRS Confirms 'BBsf' Rating on Class E Notes BUONCONSIGLIO 3 SRL: DBRS Lowers Rating on Class A Notes to CCC CEME SPA: S&P Alters Outlook to Negative, Affirms 'B' ICR ISEO SPV: DBRS Lowers Rating on Class A Notes to B(low)(sf) JUNO 2: DBRS Lowers Rating on Class A Notes to BB(low) N E T H E R L A N D S DUTCH MORTGAGE 2026-1: DBRS Finalizes BB(high) Rating on E Notes MONG DUONG: Moody's Affirms Ba2 Rating on USD Senior Secured Notes S E R B I A TELEKOM SRBIJA: Fitch Hikes Long-Term IDR to 'BB-', Outlook Stable S P A I N SABADELL CONSUMER 1: Fitch Affirms 'BB+sf' Rating on Class D Notes SABADELL CONSUMO 4: Fitch Assigns 'B(EXP)sf' Rating to Cl. E Notes U N I T E D K I N G D O M ATLAS FUNDING 2026-1: DBRS Finalizes BB(high) Rating on X2 Certs CURZON MORTGAGES 2: DBRS Finalizes 'B(sf)' Rating on Class X Notes ENQUEST PLC: Fitch Puts 'B+' Final Rating to $675M Sr. Unsec. Notes SATUS 2026-1: DBRS Finalizes 'BB(high)' Rating on Class E Notes SYNTHOMER PLC: Moody's Affirms Caa1 CFR, Keeps Negative Outlook - - - - - =========== F R A N C E =========== ATOS SE: Fitch Affirms 'B-' Long-Term IDR, Outlook Positive ----------------------------------------------------------- Fitch Ratings has assigned Atos SE's proposed first-lien, senior secured notes (SSNs/FRNs) an expected rating of 'BB-(EXP)' with a Recovery Rating of 'RR1'. It has also affirmed Atos's Long-Term Issuer Default Rating (IDR) at 'B-' with a Positive Outlook. All other ratings have been affirmed. Proceeds from the proposed EUR1.2 billion SSNs/FRNs will refinance existing first-lien debt and pay related transaction fees. New notes will be assigned a final rating once the transaction closes on announced terms. Atos's rating reflects high Fitch-defined EBITDA leverage and a weak, but improving, EBITDA margin. However, Fitch expects credit metrics to align with a 'B' rating by end-2027, as EBITDA margin and FCF improve to enable leverage to fall meaningfully below 7.0x. Fitch also expects interest cover, including non-cash interest, to rise above 2x. Liquidity remains strong to support restructuring, including legacy litigation and onerous contract costs. Key Rating Drivers First-Lien Refinancing: Atos intends to refinance its EUR1.15 billion first-lien, senior secured debt including accrued interest with the EUR1.2 billion notes. Atos is currently paying 13% fixed interest, including payment in-kind notes, on its first-lien instruments with an opportunity to reduce the rates following its restructuring and improving performance. Fitch expects a lower interest burden to support FCF generation and deleveraging. A reduction in its revolving credit facility (RCF) to EUR110 million from EUR440 million will be offset by stronger organic cash generation and lower working capital volatility. Non-Core Disposals, Liability Management: Atos has recently completed the sale of its Advanced Computing (Bull) unit with an enterprise value of EUR404 million, including earn-outs, and exited certain non-core regions, in addition to the sale of Worldgrid in 2024. The disposals are strategically sound, allowing Atos to focus on core activities and allocate resources to growth segments. Atos intends to allocate disposal proceeds towards prepayment of the 1.5-lien secured debt at end-2026, subject to the EUR1.1 billion liquidity test in 1.5-lien debt terms. Higher 2026 Leverage: Fitch expects Fitch-defined leverage in 2026 to rise temporarily to 8.1x due to a lower re-based EBITDA following disposals and a likely delay to debt prepayments till next year. Bull contributed around 25% of operating margin before depreciation, amortisation and lease payments (OMDAL) in 2025. The business was profitable, but earnings and cash flow were volatile. Fitch expects Fitch-defined EBITDA leverage to decline to 6.2x in 2027, as Atos uses a portion of disposal proceeds to debt repayments. Trizetto Case Unresolved: In March 2026, a US District Court ordered Atos subsidiary Syntel to pay Cognizant/TriZetto USD236.9 million plus 9% interest on compensatory damages (accruing from January 2018), totalling approximately EUR250 million so far. However, the case remains to be resolved; therefore, Fitch has restricted a portion of balance sheet cash to account for the potential liability. Disposal proceeds and internal liquidity should cover a future settlement. EBITDA Trough: Fitch forecasts Fitch-defined EBITDA of EUR400 million in 2026, on revenue of approximately EUR7 billion, supported by additional efficiency savings, lower recurring restructuring costs and improving staff billability rate and contract profitability. Fitch expects book-to-bill and order entry, both seasonal metrics, to continue growing on average during 2026. A couple of large loss-making contracts remain but new contracts target a 26% project margin, and staff at 85% billability. Fitch forecasts an EBITDA margin of 7% in 2027 and 8% by 2028, helping improve Atos's interest cover (including non-cash) to above 2x. Restructuring to Stabilisation: Atos's core operational restructuring plan is estimated to result in cash outflows of EUR700 million over 2025-2027. Around EUR300 million remains of the Genesis plan across 2026-2028. Additional remaining cash costs, not part of Genesis, total approximately EUR180 million. Fitch expects a large portion of the cash outflows in 2026. Fitch believes execution risks remain, but will meaningfully shift towards achieving profitable growth balancing revenue expansion through renewals and new business, while maintaining a lower cost base. Easing FCF Challenges: Fitch forecasts negative FCF of approximately EUR110 million in 2026, including remaining restructuring costs and cash outflows linked to onerous contracts and litigations. Working capital should remain favourable in 2026 due to declining revenue and improving payment terms before normalising, while capex will reduce with the sale of Bull. Fitch expects FCF to turn positive in 2027, but a material portion of interest remains non-cash. However, FCF could be under pressure and remain negative for longer if a higher proportion of interest was to become cash pay and not matched by higher operating cashflows. AI Offers Efficiency, Pricing at Risk: AI could benefit Atos's credit profile by structurally lowering costs and contributing revenue gains. However, Fitch expects AI to intensify competition, lower barriers to entry and increase pricing pressure across IT services. While Atos has exposure to resilient regulated and mission-critical activities, parts of its portfolio may face customer pressure to share AI-driven cost savings, increasing execution risk in the context of weak profitability and high leverage. Scaled Operator, Industry Challenges: Atos remains a global operator with a diversified revenue and customer base. However, profitability is constrained by its primary role as a managed service provider, which relies on extracting operating leverage for earnings scalability. Growing demand for hybrid cloud, digital services and cybersecurity and increased defense spending and regulatory risks provide opportunities for Atos to act as a one-stop-shop for its customers, leveraging economies of scale and scope, but it necessitates an effective commercial strategy. Peer Analysis Atos's businesses profile is comparable with those of other global IT services, systems integrators and consultancies. US peers comprise DXC Technology Company (DXC; BBB-/Stable), Kyndryl Holdings, Inc. (BBB/Rating Watch Negative) and Hewlett Packard Enterprise Company (HPE; BBB+/Stable). Emerging markets peers include Tata Consultancy Services Limited (A/Stable), Wipro Limited (A-/Stable), and HCL Technologies Limited (HCL; A-/Stable). Atos's credit profile is weaker than those of higher rated investment-grade peers, which benefit from larger scale, stronger market positions, EBITDA margins in the mid-to-high teens and materially lower leverage. Atos has a strong position in Europe, particularly within the public sector and cybersecurity but globally, it is a challenger to industry leaders. Kyndryl, DXC and HPE have all been hit by a secular decline in legacy IT services, driven by accelerated migration from on-premises to public cloud infrastructures, but are further progressed in the transition than Atos. Atos is likely to continue to face execution risks over the next three years as it transforms its business model, to align performance metrics more closely with industry peers. Atos's forecast leverage and profitability are broadly in line with those of 'B' category IT peers offering similar services, such as Clara.net Holdings Limited (B-/Stable), Ainavda Parentco AB (B/Stable) and Engineering Ingegneria Informatica S.p.A (B/Stable). In addition to high leverage, these peers have lower revenue, weaker or constrained market shares or service offerings. Fitch’s Key Rating-Case Assumptions Assumptions for revenue and EBITDA are on a pro-form basis, including the sale of Bull and other divisions - Total revenue to decline 12% in 2026, before growing 3% in 2027, followed by low-to-mid single-digit growth in 2028-2029; this equates to 4.5% CAGR over 2026-2029 - Fitch-defined EBITDA margin of 6% in 2026, improving to 7% by 2027 and 8% in 2028-2029. Fitch-defined EBITDA is pre-IFRS16 and after Fitch's assessment of recurring costs and expensed capitalised customer research and development costs - Working-capital inflow at 0.5% of sales in 2026. Working-capital outflow to average 1% of sales in 2027-2029. Positive inflow in 2026 and outflows thereafter following revenue growth - Capex averaging 1.5% of sales 2026-2029. The portion related to capitalised research and development costs on customer products is expensed in EBITDA and excluded from capex - Non-recurring cash outflows of EUR190 million in 2026 and EUR90 million in 2027-2028 - Cash restricted for a potential cash outflow for the settlement of the Trizetto litigation - M&A includes inflow of cash proceeds from the sale of Bull and other disposals in 2026. No further contingent cash proceeds are included - No shareholder remuneration to 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 (b+, Moderate), Sector Characteristics (bbb, Lower), Market and Competitive Positioning (bb+, Moderate), Diversification and Asset Quality (bbb, Lower), Company Operational Characteristics (bb, Moderate), Profitability (b-, Higher), Financial Structure (ccc, Higher), and Financial Flexibility (b+, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 40% weight for the forecast year 2026, 50% for the forecast year 2027 and 10% for the forecast year 2028. - 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 The recovery analysis assumes that Atos would be reorganised as a going-concern (GC) in bankruptcy rather than liquidated. Fitch estimates that the post-restructuring GC EBITDA, as defined by Fitch, would be about EUR360 million, revised following disposals from EUR400 million. Fitch would expect a default to come from a secular decline or weaker revenue and EBITDA, following reputational damage or intense competitive pressure. An enterprise value (EV) multiple of 5.5x is applied to the GC EBITDA to calculate a post-reorganisation EV. The post-restructuring EBITDA accounts for Atos's scale, its customer and geographical diversification, and mission-critical services that support customer retention in several services. However, this is offset by weaker-than-industry profitability and challenges stemming from secular trends in legacy IT services. Fitch has factored in 10% of administrative claims for bankruptcy and associated costs. This leads to a distressed EV of EUR1.78 billion. Its current waterfall analysis generates ranked recoveries for the first-lien SSNs/FRNs of 'BB-'/'RR1', for the 1.5-lien secured debt of 'CCC+'/'RR5', and for the second-lien secured debt of 'CCC'/'RR6'. Fitch assumes a full drawdown of Atos's EUR440 million revolving credit facility (RCF) on default. The RCF ranks equally with other first-lien secured debt. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Increasingly negative FCF, reducing liquidity buffers after use of committed facilities - Weak organic revenue growth and EBITDA margins or insufficient deleveraging resulting in EBITDA leverage above 8.5x (EBITDA net leverage above 7.5x) for an extended period - EBITDA interest coverage, including non-cash interest, consistently below 1.5x Fitch could revise the Outlook to Stable on: - EBITDA leverage expected by Fitch to remain above 7.0x in 2027 - FCF expected by Fitch to be negative in 2027 - EBITDA interest coverage, including non-cash interest, is below 2x Factors that Could, Individually or Collectively, Lead to Upgrade - FCF margin sustained above 1%, driven by improved operating cash flow and materially lower restructuring costs - EBITDA leverage below 7.0x (EBITDA net leverage below 6.0x), on a sustained basis, supported by progress in Atos's turnaround strategy leading to improved EBITDA margins in the single digits - EBITDA interest coverage, including non-cash interest, sustained above 2x Liquidity and Debt Structure Fitch forecasts average balance-sheet cash, after refinancing, to remain under EUR1 billion in 2026-2028, incorporating its assumptions of debt prepayments, supported by an undrawn EUR110 million RCF (maturing in 2030). Operational restructuring, funded with cash, is likely to be largely completed by end-2026. Fitch expects Atos to manage its working capital organically in a disciplined manner, although Fitch believes it could engage in more structured working-capital securitisations. In addition to the RCF, Atos will have EUR1.2 billion of first-lien debt maturing in 2031, EUR1.6 billion of 1.5-lien debt maturing in 2030, before any prepayment, and EUR371 million of second-lien debt maturing in 2032. The secured notes and term loans feature bullet payments and cash and non-cash interest payments. The first maturity in 2030 gives Atos time to improve its credit profile ahead of further refinancings. Issuer Profile Atos SE is a global IT services provider with expertise in digital transformation, cybersecurity and high-performance computing, cloud solutions, and digital workplace services. 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 Atos. ESG Considerations Atos has an ESG Relevance Score of '4' for Management Strategy due to the company's shortfall in execution of its strategy to achieve growth in its digital offerings that offsets declining legacy IT services. Multiple senior management changes also contributed to deteriorating operating performance and a financial restructuring. Atos has begun the process to implement a new management team whose interests are better aligned to a successful turnaround of the business although execution risks weigh negatively on the credit profile. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Atos SE LT IDR B- Affirmed B- senior secured LT BB-(EXP) Expected Rating RR1 senior secured LT BB- Affirmed RR1 BB- Senior Secured 2nd Lien LT CCC+ Affirmed RR5 CCC+ Senior Secured 3rd Lien LT CCC Affirmed RR6 CCC ATOS SE: S&P Rates EUR1.2BB Proposed Senior Secured Notes 'B+' -------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue rating on Atos SE's proposed issuance of EUR1.2 billion senior secured notes due 2031. S&P also assigned a recovery rating of '1' to the notes, indicating our expectation of very high recovery (90%-100%, rounded estimate: 95%) in a hypothetical event of a default. Atos (B-/Stable/--) will use the proceeds from the new notes to refinance its existing EUR802 million euro-denominated senior secured notes due 2029 and EUR302 million euro-denominated term loan due 2029, significantly extending the maturity of its capital structure. The remaining funds will be used to cover accrued payment-in-kind and cash interest, any applicable call premiums on the existing first lien notes, and associated transaction fees and expenses. In addition, Atos has replaced its existing EUR440 million revolving credit facility (RCF) with a new EUR110 million RCF, which matures six months before the new notes. Despite the reduced size of the RCF, S&P continues to assess Atos' liquidity position as adequate. The company's strong EUR1.25 billion cash balance as of end-2025 and the absence of near-term debt maturities until 2030 support the assessment. S&P said, "Following the proposed refinancing, our forecasts for Atos remain broadly in line with those published in "Tear Sheet: Atos SE," Jan. 19, 2026. We expect organic revenue to stabilize in 2026, although reported revenue will decline by approximately 10% due to the planned exits of the advanced computing and Latin America and Nordics businesses. Furthermore, we anticipate that improved profitability and cash interest cost reduction will drive at least breakeven free operating cash flow (FOCF) in 2026, marking a turnaround after three years of negative cash flow. We expect the company to gradually return to positive FOCF. However, the timing and magnitude remain sensitive to revenue performance and remaining restructuring-related cash outflows. "Following a high adjusted leverage of 17.9x in 2025, we forecast a substantial decline in 2026, possibly to below 6.0x. We anticipate that a significant increase in adjusted EBITDA, increasing from EUR187 million in 2025 to potentially over EUR600 million in 2026, as restructuring costs decline and cost savings materialize should underpin the improvement in leverage. The company may further reduce its debt burden by utilizing its existing cash balance and asset sale proceeds, which could further improve our adjusted leverage since it is calculated on a gross basis and does not net cash (given the current weak business risk profile). "Our 'CCC' issue rating and '6' recovery rating on Atos' outstanding 1.5-lien and second-lien, remain unchanged." Issue Ratings--Recovery Analysis Key analytical factors -- S&P assigned its 'B+' issue rating on the proposed EUR1.2 billion five-year senior secured notes. The recovery rating is '1', reflecting our expectation of very high (90%-100%; rounded estimate: 95%) recovery in a default scenario. -- The recovery rating is supported by our valuation of the business as a going concern and the debt's first-lien ranking in the debt structure, with material subordinated debt claims in a default scenario. -- S&P continues to rate the EUR841 million and EUR751 million 1.5-lien debt maturing in 2030 along with the EUR371 million second-lien senior secured notes due in 2032 'CCC', with a '6' recovery rating, indicating its expectation of negligible (0%-10%; rounded estimate: 0%) in a default scenario. The ratings are constrained by the notes' subordinated ranking to the sizable priority and first-lien claims. -- Under S&P's hypothetical default scenario, it envisions Atos failing to deliver on its turnaround plan, leading to persistent cash burn and high leverage. -- S&P values the group as a going concern thanks to the relevant offerings and services it has, and the strong industry demand and growth it benefits from. Simulated default assumptions -- Year of Default: 2028 -- Jurisdiction: France -- Emergence EBITDA after recovery adjustment: EUR301 million -- Multiple: 6.0x Simplified waterfall -- Gross enterprise value: EUR1.4 billion -- Net recovery value after administrative expenses (5%): EUR1.36 billion -- Priority debt claims: None -- Net recovery value available for first-lien secured lenders: EUR1.36 billion -- Estimated first-lien debt claims: EUR1.34 billion --Recovery expectation: 90%-100% (rounded estimate: 95%) --Recovery rating: 1 -- Net recovery value available for 1.5-lien secured lenders: EUR26 million -- Estimated 1.5-lien debt claims: EUR1.81 billion --Recovery expectation: 0%-10% (rounded estimate: 0%) --Recovery rating: 6 -- Net recovery value available for second-lien secured lenders: None -- Estimated second-lien debt claims: EUR410 million --Recovery expectation: 0%-10% (rounded estimate: 0%) --Recovery rating: 6 All debt amounts include six months' prepetition interest. COOPER CONSUMER: Moody's Affirms B2 CFR, Outlook Remains Stable --------------------------------------------------------------- Moody's Ratings affirmed the B2 long term corporate family rating and B2-PD probability of default rating of Cooper Consumer Health S.A.S. (Cooper or the company), a leading European self care and over the counter (OTC) consumer health products manufacturer and distributor. At the same time, Moody's assigned a B2 senior secured rating to the company's proposed amended and extended senior secured first lien term loan B, including the proposed EUR100 million add on, and revolving credit facility. The B2 senior secured rating on the existing term loan B and revolving credit facility remain unchanged and will be withdrawn upon completion of the transaction. The outlook remains stable. The rating affirmation follows Cooper's proposed transaction, which includes a EUR100 million add on to its existing term loan B facility and a 4.5 years amend and extend of its debt maturities. Proceeds from the add-on, together with available cash, will be used for a one off EUR150 million shareholder distribution. While the transaction moderately delays the pace of deleveraging assumed at the time of the upgrade in February 2026, Moody's expects leverage to remain within levels consistent with the B2 rating, supported by solid earnings growth and sustained free cash flow generation. "The affirmation reflects Cooper's resilient business profile, strong market positions across European self care categories and Moody's expectations of continued robust free cash flow generation, which offsets still elevated leverage," said Paolo Leschiutta, a Moody's Ratings Senior Vice President and lead analyst for Cooper. "Although reported leverage at year end 2025 was higher than previously expected due to integration related one off costs, Moody's views these as largely non recurring and expect leverage to improve during 2026, achieving a level more consistent with the B2 rating boundaries", continued Mr. Leschiutta. RATINGS RATIONALE The ratings are supported by Cooper's solid competitive positioning in the fragmented European OTC and self care market, its diversified portfolio of established brands and its broad geographic footprint. The successful integration of the Viatris OTC portfolio has enhanced the company's scale and diversification, while execution risks have materially declined. Free cash flow generation remains a key credit strength. Cooper benefits from high EBITDA margins, an asset light business model and low capital expenditure requirements, supporting strong cash conversion. Despite the use of cash for the shareholder distribution, liquidity is expected to remain strong, supported by meaningful remaining cash balances and full availability under the company's revolving credit facility. The ratings remain constrained by still high absolute leverage, the company's private equity ownership and its tolerance for shareholder distributions. Governance considerations and the presence of a sizeable shareholder loan, which is eligible for equity credit under Moody's criteria, limit further upward rating potential in the near term. A comprehensive review of all credit ratings for the respective issuer has been conducted during a rating committee. STRUCTURAL CONSIDERATIONS Cooper's B2 PD probability of default rating aligns with the CFR and reflects the application of a 50% family recovery rate, consistent with an all loan capital structure. The B2 instrument ratings on the term loan B, the revolving credit facility and the proposed add on reflect the senior secured position of these instruments within the company's capital structure. The debt facilities benefit from first priority security over shares, key bank accounts and intercompany receivables, as well as guarantees from subsidiaries representing the majority of group EBITDA. The shareholder loan of EUR500 million original amount, which is eligible for equity credit under Moody's criteria and is therefore excluded from Moody's adjusted debt calculations, will be extended to November 2035 as part of the A&E transaction of the main term loan B. The presence of the shareholders loan represents and overhang risk for the company as this will eventually need to be repaid. LIQUIDITY Cooper's liquidity remains strong, supported by meaningful cash balances, expectations of continued positive free cash flow generation and full availability under its EUR285 million senior secured revolving credit facility, which is expected to be extended to November 2032 as part of the amend and extend transaction. Moody's expects the company to maintain adequate headroom and sound liquidity over the next 12 months. RATIONALE FOR STABLE OUTLOOK The stable outlook reflects Moody's expectation that Cooper's credit profile will continue to strengthen over the next 12 months, supported by EBITDA growth, declining exceptional costs and sustained positive free cash flow generation, assuming no further material debt funded shareholder distributions or large acquisitions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS An upgrade could be considered if Moody's adjusted debt to EBITDA sustainably declines below 6.0x, supported by continued solid operating performance. This would also require evidence of a conservative and predictable financial policy, with excess free cash flow consistently applied toward debt reduction, while liquidity remains good. Conversely, downward pressure on the rating could emerge if leverage remains sustainably above 7.0x or if interest coverage deteriorates below 1.5x. Additional downside risk could arise should the company pursue large, debt funded acquisitions or if its liquidity position weakens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Consumer Packaged Goods, 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 Cooper Consumer Health S.A.S. is a leading European self care company that provides a broad range of over the counter (OTC) pharmaceuticals, food supplements, medical devices and active pharmaceutical ingredients, with a strong pan European presence. The group holds solid market positions across key European markets including France, Italy and the Netherlands. Following the acquisition of the Viatris OTC portfolio, Cooper has significantly increased its scale and diversification. In FY2025, the company generated revenue of approximately EUR1.1 billion and pro forma adjusted EBITDA of around EUR359 million. In November 2021, CVC Capital Partners Fund VII (CVC) acquired the majority stake in Cooper's capital. Existing shareholders include CVC, Charterhouse, Avista, the founder of Vemedia and Cooper's Management. LABORATOIRE EIMER: Moody's Ups CFR to B2, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings has upgraded Laboratoire Eimer's (Biogroup or the company) corporate family rating to B2 from B3 and its probability of default rating to B2-PD from B3-PD. Concurrently, Moody's have assigned a B2 rating to the new senior secured term loan B, senior secured revolving credit facility and backed senior secured notes instruments issued by CAB. The outlook remains stable for both entities. The action follows Biogroup's plans to: (i) amend and extend its senior secured term loan B of EUR1.75 billion; (ii) amend and extend its senior secured revolving credit facility, resized to EUR280 million from EUR270 million; (iii) refinance its EUR1.15 billion senior secured notes; and (iv) exchange the EUR250 million senior unsecured notes issued by Laboratoire Eimer into the senior secured notes, with the resulting senior secured notes tranche expected to be at least EUR1.0 billion in size. Successful execution of the transaction would be credit positive, as it would reduce debt and address Biogroup's near term debt maturities. Following closing of the transaction, Moody's would withdraw the ratings on the existing B3 rated senior secured debt instruments and senior secured revolving credit facility issued by its subsidiary CAB as well as the Caa2 instrument rating on the EUR250 million senior unsecured notes issued by Laboratoire Eimer. RATINGS RATIONALE The ratings action reflects Biogroup's solid operating performance and strengthening credit profile. Governance considerations were a key driver for this rating action, notably a firm management's commitment to reduce leverage (net debt/EBITDA) towards 4.0x over the next five years as part of its financial strategy and risk management. Positively, Biogroup plans to use EUR400 million of balance sheet cash to partially repay debt as part of its refinancing, while extending maturities to 2031, which reduces debt and addresses near-term refinancing risk. As a result, Moody's adjusted gross debt to EBITDA will reduce by approximately 1.0x from 8.2x in 2025 to around 7.2x on a pro forma basis for the refinancing. While acknowledging that adjusted leverage ratio is not yet commensurate with a B2 rating, Moody's expects continued improvement in credit metrics in 2026 onwards. EBITDA growth over 2026–2027 is expected to be driven by the continued execution of the transformation plan, including additional cost savings of around EUR60 million by end 2027, with roughly two-thirds delivered by end-2026. Under Moody's base-case assumptions, adjusted gross debt to EBITDA is expected to be around 6.6x in 2026, before declining to approximately 6.1x in 2027, which would be within B2 adjusted leverage guidance. At the same time, adjusted EBITA to interest coverage of around 1.7x in 2026 is commensurate for the B2 rating category. While adjusted free cash flow to debt is expected to remain modest at about 1% in 2026, Moody's expects this ratio to trend toward mid-single-digit levels over time. In 2025, the group generated revenue of EUR1.6 billion, up 2.1% year on year, supported by positive volume and pricing trends in Belgium and the full-year consolidation of Analiza in Spain. EBITDA increased +2.9% year on year, with the EBITDA margin remaining the highest among rated European laboratory operators. France remains Biogroup's largest market, accounting for 72% of group revenue and 69% of EBITDA in 2025, and therefore remains a key driver of its credit profile. Growth in France is expected to remain limited and largely volume-driven, as reimbursement tariffs are frozen until the end of 2026, constraining price-led revenue expansion. While underlying demand for diagnostic testing remains resilient, future tariff negotiations after 2026 introduce uncertainty and could result in renewed downward pressure on prices, limiting organic growth potential and increasing reliance on cost-saving execution to sustain margins and cash flow generation. Laboratoire Eimer's ratings remain supported by (1) the company's scale, leading position and network density in France (Government of France, Aa3 negative); (2) the positive demand trends for clinical laboratory tests; (3) a strong EBITDA margin and positive free cash flow; and (4) the very good liquidity with cash of EUR631 million as of December 31, 2025. Conversely, the ratings remain constrained by (1) the concentration in France, despite exposure to Belgium (Government of Belgium, A1 stable) and Spain (Government of Spain, A3 stable); (2) the exposure to change in regulation and continuous tariff pressure, which will limit organic growth; (3) the high fixed-cost base and execution risks related to the cost savings plan; (4) the highly-leveraged financial profile and risk of future debt-funded acquisitions. A comprehensive review of all credit ratings for the respective issuer(s) has been conducted during a rating committee. LIQUIDITY Biogroup's liquidity is very good supported by cash of EUR631 million and the undrawn senior secured revolving credit facility (RCF) of EUR280 million pro forma for the transaction. In 2026, Moody's forecasts adjusted free cash flow of about EUR40 million. Moody's assumes around EUR50 million of share buyback linked to minority shareholder put options in 2026 (out of a total commitment of EUR245 million), as well as around EUR24 million of dividends. STRUCTURAL CONSIDERATIONS The senior secured term loan B, senior secured notes and RCF are issued by CAB, a subsidiary of Laboratoire Eimer. The B2 instrument ratings, in line with the B2 corporate family rating, reflect the pari passu ranking, benefitting from upstream guarantees from material subsidiaries of the company representing at least 80% of the company's EBITDA and 80% of the company's assets. The security package includes shares, intercompany loans and bank accounts. RATING OUTLOOK The stable outlook reflects Moody's expectations that Biogroup's adjusted credit metrics will be largely within the rating guidance in the next 6-12 months. It also assumes that the company will prioritize deleveraging and refrain from significant debt-financed acquisitions or shareholder payouts. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward rating pressure could arise if Moody's-adjusted gross debt to EBITDA falls below 5.5x; Moody's-adjusted EBITA to interest expense increases to around 2.5x; Moody's-adjusted free cash flow to debt improves towards the mid to high single digits - all on a sustained basis. An upgrade will also require a track record of Biogroup's commitment to a strengthening of its balance sheet. Downward rating pressure could develop if the company fails to demonstrate gradual deleveraging towards 6.5x going forward; Moody's-adjusted EBITA to interest expense is below 1.5x; Moody's-adjusted free cash flow to debt turns negative - all on a sustained basis; or liquidity deteriorates. Negative rating pressure could also occur in the event of large debt-financed acquisitions or distributions to shareholders. 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 Established in 1998, Biogroup is the largest clinical laboratory testing in France, with strong market position Belgium, Luxembourg, Spain and Portugal. Biogroup provides a range of routine and specialty laboratory tests. The Eimer family, key shareholders of the company, hold a 43.7% stake but maintain control over the board of directors with their 81.9% voting rights. The Caisse de depot et placement du Quebec (Aaa stable) has a 34.5% stake, while ICG and EMZ jointly own 6.7%, and Straco holds 10%. The management team and partner biologists collectively own about 5%. ============= G E R M A N Y ============= BERTELSMANN SE: S&P Affirms 'BB+' Issue Rating on Hybrid Debt ------------------------------------------------------------- S&P Global Ratings affirmed its 'BBB' long-term and 'A-2' short-term issuer credit ratings on Bertelsmann SE & Co. KGaA (Bertelsmann), its 'BBB' issue rating on its senior unsecured debt, and its 'BB+' issue rating on the hybrid debt. The stable outlook reflects S&P's view that over the next 24 months Bertelsmann will maintain stable operating performance, with moderate organic revenue growth and adjusted EBITDA margins of 14%-15%. It will also successfully integrate Concord's operations. The outlook assumes the company will maintain adjusted debt to EBITDA below 3.0x and that FOCF to debt will improve sustainably above 10% two years after the transaction closes. Bertelsmann announced on April 28, 2026, that it will merge its music division BMG with the music publisher Concord in a cash and stock transaction. This will create a music company with pro forma revenue of about $2.2 billion. Bertelsmann will hold about 67% in the new music entity, Concord's current owner Great Mountain Partners Plan (GMP) will own the remainder. S&P said, "We view the combination as incrementally positive for Bertelsmann's business profile due to its increased scale, strong cash flow generation, and higher margins compared with the rest of the group. "We expect that pro forma the merger, Bertelsmann's S&P Global Ratings-adjusted leverage will increase to 3.0x and free operating cash flow (FOCF) to debt should decline to 9% in 2027 but anticipate that leverage will reduce comfortably below 3.0x by 2028. "In our view, the rating affirmation reflects that the merger of BMG and Concord will incrementally improve Bertelsmann's business profile, and that the company's leverage will increase temporarily in 2027 after closing and return to levels commensurate with the 'BBB' rating thereafter. Bertelsmann announced on April 28, 2026 that it will merge its music division BMG with Concord in a stock and cash deal. This includes an approximately $1.16 billion cash payment by Bertelsmann to GMP. As a result, the combined BMG business will have pro forma revenue of about $2.2 million and EBITDA of $730 million in 2026, roughly double the size of BMG in 2025. Bertelsmann will hold about 67% of the new music entity, and GMP will own the remainder. We understand Bertelsmann will fully consolidate the combined BMG, and will control its board, allowing it to largely steer its business and financial policy. We anticipate a temporary increase in Bertelsmann's adjusted debt to EBITDA to 3.0x in 2027 (we model the full impact from the merger from 2027 onwards), but expect the company to reduce leverage in line with its financial policy targets thereafter, supporting the rating affirmation. We forecast the company will continue to generate solid positive cash flows and that FOCF to debt will return to above 10% in 2028. "We think that the transaction will marginally strengthen Bertelsmann's business profile, including its revenue growth prospects, margins, and cash flows. This reflects the good organic growth prospects and monetization opportunities that we expect for the music business, as well as its higher margins. We expect about 30%-35% company-defined EBITDA for BMG combined and stronger cash flow generation compared with the rest of Bertelsmann's business. The combined entity's increased scale will position it among the top four music publishers globally. "The increased scale will present BMG with an opportunity to capitalize on the global music industry's substantial growth, which we think will be driven by 4%-6% growth in streaming over the next several years. Furthermore, we anticipate the expansion in the music industry will benefit from increasing music monetization, because we view major digital service providers as having capacity to continue price increases. We also think that BMG will increasingly monetize its material intellectual property catalogue within music publishing as AI drives demand for derivative music. Finally, we view BMG and Concord's business models as similar as they focus on music publishing and recorded music. Given this similarity and the demonstrated strength of cash flow generation and demand dynamics within the industry, we believe integration risk is limited and expect the company to achieve synergies. "However, the scale of the music business within Bertelsmann will still be limited to about 10% of the company's revenue and 20% of the company's EBITDA (pro forma the merger, on a fully consolidated basis; note, we model merger from 2027 onwards). Although Bertelsmann will control the merged music entity with a 67% ownership stake, in our view there will be significant minority shareholder value leakage. This reduces the proportion of cash flow generation directly attributed to Bertelsmann. This limits the direct benefit to Bertelsmann's business profile and credit metrics, in our view. "We expect Bertelsmann's adjusted leverage and cash flow metrics to return to comfortable levels for the rating by 2028. We anticipate a temporary increase in adjusted debt to EBITDA to 3.0x in 2027, reflecting the addition of Concord's debt and the cash payment to GMP. However, we expect the company to reduce leverage thereafter. We anticipate that Bertelsmann will remain committed to its financial policy targets that assume up to 2.5x of company-defined net leverage, translating to our adjusted leverage of less than 3.0x. Therefore, we forecast adjusted leverage to reduce to 2.7x in 2028 mainly on EBITDA expansion underpinned by larger and growing music operations and further growth in other business segments. We forecast that FOCF to debt will follow a similar trajectory, improving to above 10% in 2028 from 9% in 2027. Our leverage calculations assume that Bertelsmann will incorporate 100% of Concord's financial debt, which mostly consists of asset-backed securities (ABS) of EUR2.2 billion, and will roll it over after the merger. We assume that Bertelsmann will fund the cash component of the transaction with new debt. Following the merger, we apply pro rata deconsolidation to the revenue, EBITDA, cash flows, and debt related to significant assets that Bertelsmann fully consolidates but does not fully own, and which have material minority interests. These assets include RTL Group, Afya, and BMG pro forma the merger. The pro rata consolidation calculation approach has a moderate impact on our adjusted credit metrics, including 0.3x-0.5x impact on our adjusted debt to EBITDA." Bertelsmann has obtained regulatory approval for the acquisition of Sky Deutschland and will complete the deal in June 2026. The company's 2025 performance was broadly in line with expectations, including flat reported revenue. Adjusted FOCF was softer as the company accelerated its capital expenditure (capex), and executed about EUR1.5 billion investments in 2025, in line with its Boost strategy--investments that should accelerate growth. In April 2026, Bertelsmann received a regulatory clearance from the EU on its Sky Deutschland acquisition, marking progress of the company's strategy, with expected closure of the acquisition on June 1, 2026. S&P said, "The stable outlook reflects our view that over the next 24 months Bertelsmann will maintain stable operating performance, with moderate organic revenue growth and adjusted EBITDA margins of 14%-15%. It will also successfully integrate Concord's operations and achieve cost synergies. The outlook assumes the company will maintain adjusted debt to EBITDA below 3.0x and that FOCF to debt will improve sustainably above 10% two years after the transaction closes. It also assumes that the company's financial policy will continue to balance investment in growth, bolt-on acquisitions, and shareholder distributions, supporting these credit metrics." S&P could lower its rating if Bertelsmann's adjusted leverage increased above 3.0x or FOCF to debt remained below 10%, for example, if: -- Its organic revenue growth and profitability weakened due to weaker macroeconomic conditions or an inability to adjust its business to intensifying structural challenges; or -- It pursued investments, debt-funded acquisitions, or increased shareholder remuneration materially beyond S&P's base case. S&P said, "We could raise our rating if Bertelsmann outperformed our base case, successfully integrated recent acquisitions, and improved adjusted EBITDA margins and cash flows, while committing to a financial policy that would, in our view, support adjusted leverage sustainably below 2.0x and FOCF to debt approaching 20%." [] DBRS Hikes/Confirms Ratings on 4 SC Germany Trusts ----------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) took the following credit rating actions on the classes of notes (collectively, the rated notes) issued by SC Germany S.A., acting on behalf and for the account of its Compartment Consumer 2024-1 (SCGC 2024-1), SC Germany S.A., acting on behalf and for the account of its Compartment Consumer 2024-2 (SCGC 2024-2), SC Germany S.A., acting on behalf and for the account of its Compartment Consumer 2025-1 (SCGC 2025-1) and SC Germany S.A., acting on behalf and for the account of its Compartment Consumer 2025-2 (SCGC 2025-2) (collectively, the transactions): SCGC 2024-1 -- Class A Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (sf) -- Class C Notes confirmed at A (sf) -- Class D Notes confirmed at BBB (high) (sf) -- Class E Notes confirmed at BB (high) (sf) -- Class F Notes upgraded to BBB (sf) from BB (high) (sf) SCGC 2024-2 -- Class A Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (sf) -- Class C Notes confirmed at A (high) (sf) -- Class D Notes confirmed at A (sf) -- Class E Notes confirmed at BBB (sf) -- Class F Notes upgraded to BBB (high) (sf) from BBB (sf) SCGC 2025-1 -- Class A1 Notes confirmed at AAA (sf) -- Class A2 Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (sf) -- Class C Notes confirmed at A (high) (sf) -- Class D Notes confirmed at A (low) (sf) -- Class E Notes confirmed at BBB (high) (sf) -- Class F Notes confirmed at BBB (high) (sf) SCGC 2025-2 -- Class A1 Notes confirmed at AAA (sf) -- Class A2 Notes confirmed at AAA (sf) -- Class B Notes confirmed at AA (sf) -- Class C Notes confirmed at A (high) (sf) -- Class D Notes confirmed at A (low) (sf) -- Class E Notes confirmed at BBB (high) (sf) -- Class F Notes confirmed at BBB (high) (sf) CREDIT RATING RATIONALE The credit rating actions follow an annual review of the transactions and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the April 2026 payment date; -- Probability of default (PD), loss given default (LGD) and expected loss assumptions on the remaining receivables and considering the potential portfolio migration based on replenishment criteria set forth in the transaction legal documents for SCGC 2025-2; -- The levels of credit enhancement available to the rated notes to cover expected losses at their respective credit rating levels. -- No revolving termination events have occurred for SCGC 2025-2. The transactions are securitisations collateralised by a portfolio of fixed-rate unsecured amortising personal loans granted without a specific purpose to private individuals domiciled in Germany and serviced by Santander Consumer Bank AG (SCB; the originator, seller and servicer). SCGC 2024-1, SCGC 2024-2, SCGC 2025-1 and SCGC 2025-2 closed in May 2024, November 2024, May 2025 and November 2025, respectively and included an initial 7-month, 6-month, 7-month and 6-month revolving periods. For SCGC 2025-2, the revolving period is scheduled to end in May 2026 payment date, until then the Issuer can purchase additional loan receivables on each monthly payment date, subject to the eligibility criteria and the transaction concentration limits. The repayment of the Notes after the end of the revolving period is sequential until the Class A Notes credit enhancement reaches 23% (a pro rata payment trigger event), followed by a pro rata repayment between the Notes (excluding the Class F Notes) until a sequential payment trigger is breached. Upon the occurrence of a sequential payment trigger event, the repayment of the Notes will switch to be non-reversible sequential. The Class F Notes started amortising immediately after the transactions' closing in the interest priority of payments in 24 equal instalments. PORTFOLIO PERFORMANCE -- For SCGC 2024-1, as of the April 2026 payment date, loans that were one to two and two to three months delinquent represented 0.6% and 0.5% of the portfolio balance, while loans that were more than three months delinquent represented 0.7%. Gross cumulative defaults amounted to 4.0% of the original portfolio balance, with 1.7% of cumulative recoveries to date. -- For SCGC 2024-2, as of the April 2026 payment date, loans that were one to two and two to three months delinquent represented 0.5% and 0.5% of the portfolio balance, while loans that were more than three months delinquent represented 0.6%. Gross cumulative defaults amounted to 3.0% of the original portfolio balance, with 1.1% of cumulative recoveries to date. -- For SCGC 2025-1, as of the April 2026 payment date, loans that were one to two and two to three months delinquent represented 0.5% and 0.4% of the portfolio balance, while loans that were more than three months delinquent represented 0.4%. Gross cumulative defaults amounted to 1.3% of the original portfolio balance, with 0.6% of cumulative recoveries to date. -- For SCGC 2025-2, as of the April 2026 payment date, loans that were one to two and two to three months delinquent represented 0.2% and 0.1% of the portfolio balance, while loans that were more than three months delinquent represented 0.1%. Gross cumulative defaults amounted to 0.2% of the original portfolio balance, with no material cumulative recoveries to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and maintained its base case PD and LGD assumptions at 4.75% and 84.0%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior notes and over-collateralisation of the outstanding collateral portfolio provide credit enhancement. As of the April 2026 payment date, credit enhancements to the Class A (A1 & A2), Class B, Class C, Class D, Class E and Class F Notes were: -- for SCGC 2024-1: 23.4%, 15.8%, 8.7%, 5.5%, 2.0% and 1.6%, respectively, up from 19.0%, 12.7%, 6.9%, 4.3%, 1.3% and 0.6%, respectively, at the time of the last annual review. -- for SCGC 2024-2: 22.0%, 13.6%, 9.1%, 5.2%, 1.4% and 1.0%, respectively, up from 18.3%, 11.4%, 7.6%, 4.4%, 1.2% and 0.5% respectively, at the time of the last annual review. -- for SCGC 2025-1: 17.9%, 17.9%, 11.1%, 7.4%, 3.7%, 2.3% and 1.0%, respectively, up from 15.7%, 15.7%, 9.7%, 6.5%, 3.3%, 2.0% and 0.0%, respectively, at closing. -- for SCGC 2025-2: 15.7%, 15.7%, 9.7%, 6.5%, 3.3%, 2.0% and 0.4%, respectively, unchanged since closing, except Class F Notes CE which increased from 0.0%. The transactions allocate payments according to separate interest and principal priorities of payments and benefit from an amortising liquidity reserve equal to 1.5% of the outstanding Notes balance, subject to a floor of 0.5% of the initial Notes amount. The liquidity reserve is part of available interest funds to cover shortfalls in senior expenses, senior swap payments, interest on the Class A Notes, and if not deferred, interest on other classes of the Notes. The liquidity reserve would be replenished in the interest waterfalls. As of April 2026, the liquidity reserves were at their targets in all the transactions. A commingling reserve is also available to the Issuer if the credit rating of Santander Consumer Finance S.A. falls below the required credit rating or Santander Consumer Finance S.A. ceases to have direct ownership of at least 50% of the originator. The required amount is equal to the sum of (A) 1.5 times the scheduled collections for the next month and (B) 1.875% of the outstanding portfolio balance as at the preceding payment date. Citibank Europe plc (German Branch) (SCGC 2024-1, SCGC 2024-2), The Bank of New York Mellon, Frankfurt Branch (SCGC 2025-1) and HSBC Continental Europe S.A. (SCGC 2025-2) act as the account banks for the transactions. Based on Morningstar DBRS' Long-Term Issuer Rating of AA (low) on Citibank Europe plc, and the private ratings of The Bank of New York Mellon, Frankfurt Branch and HSBC Continental Europe , the downgrade provisions outlined in the transaction documents, and other mitigating factors in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the Notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. DZ BANK AG Deutsche Zentral-Genossenschaftsbank (SCGC 2024-1), Banco Santander S.A. (SCGC 2024-2, SCGC 2025-1) and Royal Bank of Canada (SCGC 2025-2) act as the swap counterparties for the transactions. Morningstar DBRS' reference credit rating at AA (low) on DZ BANK AG Deutsche Zentral-Genossenschaftsbank, at AA on Banco Santander S.A. and a Long-Term Issuer Rating of AA (high) on Royal Bank of Canada are consistent with the first rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS' credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. ============= I R E L A N D ============= BERG FINANCE 2021: DBRS Puts BB(high) on Cl. E Notes on Review -------------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) placed its credit ratings on the following classes of commercial mortgage-backed floating-rate notes due in November 2036 issued by Berg Finance 2021 DAC (the Issuer) Under Review with Negative Implications (UR-Neg.): -- Class A at AAA (sf) -- Class B at AA (low) (sf) -- Class C at A (low) (sf) -- Class D at BBB (low) (sf) -- Class E at BB (high) (sf) CREDIT RATING RATIONALE The UR-Neg. credit rating actions follow Morningstar DBRS' review of the loan performance and recent developments reported by the servicer in April 2026. Specifically, a nonpayment loan event of default (EOD) occurred on April 15, 2026 in relation to the Sirocco loan, which is the only remaining loan in the securitisation. As a result, the loan has been transferred into special servicing. Furthermore, the servicer reported that the relevant parties have entered into a standstill agreement until (and including) 15 July 2026, during which the parties agree not to take any enforcement actions. Morningstar DBRS understands that the borrower is currently engaged in discussions to refinance the outstanding loan balance of the Sirocco Loan. Consequently, Morningstar DBRS expects to receive additional information regarding the borrower's refinancing strategy before taking any further credit rating actions. The transaction is a EUR 295.3 million securitisation of two senior commercial real estate loans, the Big Mountain loan (EUR 148.3 million) and the Sirocco loan (EUR 150.8 million), originated by Goldman Sachs Bank Europe SE between March 2021 and April 2021. At issuance, the loans' aggregate amount was secured against a portfolio of office assets across the Netherlands, France, Austria, Finland, and Germany. The purpose of the Sirocco loan was for the sponsors, Ares European Real Estate Fund V SCSp and Ares European Real Estate Fund V (Dollar) SCSp, to refinance existing indebtedness and to finance permitted capital expenditure projects. The Big Mountain loan was prepaid in full in July 2022, leaving the Sirocco loan as the sole remaining exposure in the transaction with one property left in the portfolio. As of the January 2026 interest payment date (IPD), the outstanding balance of the Sirocco loan was EUR 48.3 million, down from EUR 150.8 million at origination. The Sirocco loan is a three-year floating-rate loan with two one-year extension options. Two extension options have been exercised, and the loan maturity was on 15 April 2026 with no option to further extend the loan maturity. The loan interest is based on the three-month Euribor rate plus a margin of 3.75% per annum. After the EOD and the expiration of the prior loan's hedging agreements, the loan is currently unhedged. The collateral pool consists of a single asset, the Peak Vienna office property in Vienna, Austria, east of the Danube River. The property is a modern, 31-storey BREEAM-certified office tower built in 2001 and refurbished in 2020, spanning 40,246 square meters. Based on the latest valuation report dated August 2024 prepared by Jones Lang LaSalle SE, the property value of the remaining asset is EUR 95.6 million, equivalent to a loan-to-value ratio of 50.5%, down from 63.5% at origination. As of the January 2026 IPD, the gross rental income generated from the 39 tenants stood at EUR 6.5 million, resulting in a net cash flow (NCF) of EUR 5.6 million, equivalent to a debt yield of 11.60%, up from 8.95% at last review (i.e., the April 2025 IPD). The top five tenants contribute 54.2% of the contractual rent with the weighted-average (WA) unexpired lease to break and expire of 10.4 years. As at the January 2026 IPD, vacancy is 17.1%, down from 22.1% at the last review. Morningstar DBRS maintained its underwriting assumptions as at last annual review, as following: the Morningstar NCF is EUR 4.1 million, reflecting a 27.5% haircut to the in-place Issuer NCF as at the January 2026 IPD; Morningstar DBRS maintained the assumption of a capitalisation rate of 7.0%, resulting in a Morningstar DBRS Value of EUR 57.9 million, equivalent to a 39.4% haircut to the latest valuation. The transaction benefits from a liquidity reserve facility, 95.0% of which was funded by the Class A notes at closing. As at the January 2026 IPD, the outstanding balance of the facility was EUR 1.9 million, covering the interest payments on the Class A to Class D notes. The Class D and the Class E notes are subject to an available funds cap where the shortfall is attributable to an increase in the WA margin of the notes. The loan reached its extended maturity on 15 April 2026 and was not repaid in full, triggering the transfer to special servicing. The final legal maturity of the notes is April 2033, providing seven years of tail period after the Sirocco loan's fully extended maturity. Morningstar DBRS believes this timeframe provides sufficient time to enforce on the loan collateral and ultimately repay the noteholders, given the security structure and the relevant jurisdictions involved in this transaction. Morningstar DBRS' credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. TIKEHAU CLO X: S&P Affirms B- (sf) Rating on Class F Notes ---------------------------------------------------------- S&P Global Ratings assigned credit ratings to Tikehau CLO X DAC's class A-R, B-R, C-R, D-R, and E-R notes. At the same time, S&P affirmed its ratings on the existing class F notes and withdrew our ratings on the existing class A, B-1, B-2, C, D and E notes. At closing, the issuer had unrated subordinated notes outstanding from the existing transaction. On May 7, 2026, Tikehau CLO X DAC refinanced the existing class A, B-1, B-2, C, D, and E notes (originally issued in April 2024) through an optional redemption and issued replacement notes of the same notional. The replacement notes are largely subject to the same terms and conditions as the original notes, except that the replacement notes will have a lower spread over Euro Interbank Offered Rate (EURIBOR) than the original notes. The ratings reflect S&P's assessment of: -- The diversified collateral pool, which primarily comprises broadly syndicated speculative-grade senior secured term loans and bonds that are governed by collateral quality tests. -- The credit enhancement provided through the subordination of cash flows, excess spread, and overcollateralization. -- The collateral manager's experienced team, which can affect the performance of the rated notes through collateral selection, ongoing portfolio management, and trading. -- The transaction's legal structure, which is bankruptcy remote. -- The transaction's counterparty risks, which are in line with S&P's counterparty rating framework. Portfolio benchmarks S&P Global Ratings' weighted-average rating factor 2,720.68 Default rate dispersion 612.89 Weighted-average life (years) 4.42 Obligor diversity measure 162.24 Industry diversity measure 22.51 Regional diversity measure 1.30 Transaction key metrics Portfolio weighted-average rating derived from S&P's CDO evaluator B 'CCC' category rated assets (%) 2.11 Actual 'AAA' weighted-average recovery (%) 36.65 Actual weighted-average spread (%) 3.65 Actual weighted-average coupon (%) 5.64 Rating rationale Under the transaction documents, the rated notes will pay quarterly interest unless a frequency switch event occurs. Following this, the notes will switch to semiannual payments. The portfolio's reinvestment period will end on April 20, 2029. The portfolio is well-diversified at closing, primarily comprising broadly syndicated speculative-grade senior secured term loans and senior secured bonds. Therefore, S&P has conducted its credit and cash flow analysis by applying its criteria for corporate cash flow CDOs. S&P said, "In our cash flow analysis, we used the EUR422 million adjusted target par collateral principal amount, which is lower than the target par amount of EUR425 million. This is derived by adding the principal proceeds and considering the lower of the recovery or market value of the defaulted assets in the portfolio. We used the portfolio's actual weighted-average spread (3.65%), the referenced weighted-average coupon (5.50%), and the actual portfolio weighted-average recovery rates (WARR) for all rated notes. "We applied various cash flow stress scenarios, using four different default patterns, in conjunction with different interest rate stress scenarios for each liability rating category. "The transaction's documented counterparty replacement and remedy mechanisms adequately mitigate its exposure to counterparty risk under our counterparty criteria. "Under our structured finance sovereign risk criteria, we consider that the transaction's exposure to country risk is sufficiently mitigated at the assigned ratings. "The transaction's legal structure and framework is bankruptcy remote, in line with our legal criteria. "Our credit and cash flow analysis indicates the available credit enhancement for the class B-R, C-R, D-R, and E-R notes could withstand stresses commensurate with higher ratings than those assigned. However, as the CLO is still in its reinvestment phase, during which the transaction's credit risk profile could deteriorate, we capped our assigned ratings on these refinanced notes. "For the class A-R notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with the assigned ratings. "For the class F notes, our credit and cash flow analysis indicates the available credit enhancement could withstand stresses commensurate with a lower rating. However, we applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for this tranche reflects several key factors, including: -- Their available credit enhancement, which is in the same range as that of other recently issued CLOs in Europe we have rated. The portfolio's average credit quality, which is similar to other recently issued CLOs. -- S&P's model generated break-even default rate at the 'B-' rating level of 20.37% (for a portfolio with a weighted-average life of 4.42 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 4.42 years, which would result in a target default rate of 14.14%. -- S&P does not believe that there is a one-in-two chance of this tranche defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. S&P said, "Following this analysis, we consider that the available credit enhancement for the class F notes is commensurate with the assigned 'B- (sf)' rating. "Following our analysis of credit, cash flow, counterparty, operational, and legal risks, we believe our ratings are commensurate with the available credit enhancement for the class A-R, B-R, C-R, D-R, E-R, and F notes. "In addition to our standard analysis, to indicate how rising pressures among speculative-grade corporates could affect our ratings on European CLO transactions, we have also included the sensitivity of the ratings on the class A-R to E-R notes based on four hypothetical scenarios. "As our ratings analysis makes additional considerations before assigning ratings in the 'CCC' category, and we would assign a 'B-' rating if the criteria for assigning a 'CCC' category rating are not met, we have not included the above scenario analysis results for the class F notes." Environmental, social, and governance S&P said, "We regard the exposure to environmental, social, and governance (ESG) credit factors in the transaction as being broadly in line with our benchmark for the sector. Primarily due to the diversity of the assets within CLOs, the exposure to environmental credit factors is viewed as below average, social credit factors are below average, and governance credit factors are average. For this transaction, the documents prohibit or limit assets from being related to certain industries. Since the exclusion of assets from these industries does not result in material differences between the transaction and our ESG benchmark for the sector, no specific adjustments have been made in our rating analysis to account for any ESG-related risks or opportunities." Ratings assigned Replacement Original Notes note Amount interest interest Credit Class Rating* (mil. EUR) rate§ rate† enhancement(%) A-R AAA (sf) 263.50 Three-month Three-month 37.55 EURIBOR EURIBOR + 1.265% + 1.50% B-R AA (sf) 44.60 Three-month B-1: 3-month 26.98 EURIBOR EURIBOR + 1.88% + 2.30% B-2: 5.75% C-R A (sf) 25.90 Three-month Three-month 20.84 EURIBOR EURIBOR + 2.30% + 2.75% D-R BBB- (sf) 30.40 Three-month Three-month 13.64 EURIBOR EURIBOR + 3.45% + 4.00% E-R BB- (sf) 18.10 Three-month Three-month 9.35 EURIBOR EURIBOR + 5.95% + 6.95% Ratings affirmed Class Rating* Amount (mil. EUR) Notes interest rate § F B- (sf) 14.80 Three-month EURIBOR + 8.34% *The ratings assigned to the class A-R and B-R notes address timely interest and ultimate principal payments. The ratings assigned to the class C-R, D-R, E-R, and F notes address ultimate interest and principal payments. §The payment frequency switches to semiannual and the index switches to six-month EURIBOR when a frequency switch event occurs. EURIBOR--Euro Interbank Offered Rate. ========= I T A L Y ========= A-BEST 25: Fitch Affirms 'BB+sf' Rating on Class E Notes -------------------------------------------------------- Fitch Ratings has upgraded two tranches of Asset-Backed European Securitisation Transaction Twenty-Two S.r.l. (A-Best 22) and affirmed the others. Fitch has revised the Outlooks on Asset-Backed European Securitisation Transaction Twenty-Five s.r.l. (A-Best 25) class B and C notes to Stable from Positive and affirmed all tranches. Fitch has also affirmed Asset-Backed European Securitisation Transaction Twenty-Four S.r.l. (A-Best 24). Entity/Debt Rating Prior ----------- ------ ----- Asset-Backed European Securitisation Transaction Twenty-Five S.r.l. (A-Best 25) A IT0005621880 LT AA+sf Affirmed AA+sf B IT0005621898 LT A+sf Affirmed A+sf C IT0005621906 LT A-sf Affirmed A-sf D IT0005621914 LT BBBsf Affirmed BBBsf E IT0005621922 LT BB+sf Affirmed BB+sf Asset-Backed European Securitisation Transaction Twenty-Four S.r.l. (A-Best 24) A 2025 IT0005675373 LT AA+sf Affirmed AA+sf B 2025 IT0005675381 LT AAsf Affirmed AAsf C 2025 IT0005675399 LT A+sf Affirmed A+sf D 2025 IT0005675407 LT Asf Affirmed Asf E 2025 IT0005675415 LT BBB+sf Affirmed BBB+sf Asset-Backed European Securitisation Transaction Twenty-Two S.r.l. (A-Best 22) A IT0005567802 LT AA+sf Affirmed AA+sf B IT0005567810 LT AA+sf Affirmed AA+sf C IT0005567828 LT AA-sf Upgrade A+sf D IT0005567836 LT Asf Upgrade A-sf E IT0005567844 LT BBB+sf Affirmed BBB+sf Transaction Summary The transactions are static securitisations of performing fixed-rate auto loans advanced to Italian individuals (including "VAT borrowers", for example, professionals) and small and medium enterprises by CA Auto Bank S.p.A. (A/Stable/F1), owned by Crédit Agricole Personal Finance and Mobility part of Crédit Agricole S.A. (A+/Stable/F1). A-Best 22 has been amortising sequentially since closing, A-Best 24 is still in its initial six-month sequential amortisation whereas A-Best 25 is now amortising pro-rata following an initial six-month sequential amortisation. KEY RATING DRIVERS Rising CE, Recalibrated Multiples: The upgrades of A-Best 22's class C and D notes reflect increased credit enhancement (CE) and the recalibration of its default multiples for intermediate ratings (from 'Bsf' to 'AAsf') following the upgrade of Italy's rating and, as a result, the revised 'AA+sf' maximum rating achievable for Italian structured finance transactions (see 'Fitch Upgrades 72 Italian SF Tranches on Sovereign Upgrade; Revises 44 Tranches to Positive Outlook, dated 16 October 2025). CE is also increasing for A-Best 24 and A-Best 25, supporting their affirmations. For both transactions, the initial sequential amortisation and the static cash reserve allow CE to build up once pro-rata amortisation is triggered. The notes will switch back to sequential if certain performance triggers are breached. Fitch views the principal deficiency ledger trigger as sufficiently tight to limit the length of the pro-rata period for both transactions at the notes' ratings scenarios. The revision of the Outlooks on A-Best 25's class B and C notes to Stable from Positive reflects that these tranches cannot sustain higher rating stresses given current CE. Performance in Line with Expectations: The portfolios include non-captive and former captive origination auto loans. Performance has been broadly in line with Fitch's expectations for all the three transactions. At the March 2026 payment date, cumulative gross defaults were 2.1% (A-Best 22), 0.04% (A-Best 24) and 0.96% (A-Best 25) compared with Fitch's weighted average base case defaults of 3.5% (A-Best 22) and 3.6% (A-Best 24 and A-Best 25). A-Best 24's portfolio mostly includes non-captive origination (74%) compared with a maximum 66% for A-Best 22 and A-Best 25. Fitch assumes higher base cases for non-captive loans at 3% (new auto) and 4.25% (used auto) compared with 2.25% for former captive new vehicles. Strong Excess Spread: The portfolios can generate substantial excess spread as the assets earn materially higher yields than the cost of the structures. The high excess spread supports the notes' ratings for the three transactions, particularly the lower mezzanine class D and E notes. 'AA+sf' Sovereign Cap: The notes rated 'AA+sf' are at the maximum achievable rating for Italian structured finance transactions, six notches above Italy's Long-Term Issuer Default Rating (IDR; BBB+/Stable/F2). The Stable Outlook on the 'AA+sf' rated tranches reflects that on Italy's IDR. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The notes rated at the highest achievable rating for Italian transactions are sensitive to changes in Italy's Long-Term IDR. A downgrade of Italy's IDR and a downward revision of the 'AA+sf' rating cap for Italian structured finance transactions would trigger downgrades of the notes rated at this level. A-Best 24 and A-Best 25's mezzanine notes' ratings are also sensitive to the length of the pro-rata period and may face downward rating pressure in scenarios of a prolonged pro-rata period. Unexpected increases in the frequency of defaults or decreases in recovery rates producing larger losses than the base case could result in negative rating action. For example, a simultaneous increase of a default base case by 25% and a decrease of the recovery base case by 25% would lead to downgrades of up to three notches for the class A to E notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Italy's IDR and the related rating cap for Italian structured finance transactions could trigger an upgrade of the notes rated at the sovereign cap, provided that available CE was sufficient to compensate higher rating stresses. An unexpected decrease in the frequency of defaults or increase in recovery rates producing smaller losses than the base case could result in positive rating action. Most senior classes cannot be upgraded because they are already at the highest achievable rating for Italian structured finance and covered bonds. A simultaneous decrease in the frequency of defaults by 25% and increase in recovery rates by 25% would lead to upgrades of up to three notches for the class B to E notes. The class E notes may be upgraded if performance stays within expectations and CE continues to build-up and withstand stresses associated to higher rating scenarios. 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 Asset-Backed European Securitisation Transaction Twenty-Five S.r.l. (A-Best 25), Asset-Backed European Securitisation Transaction Twenty-Two S.r.l. (A-Best 22) Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pools and the transactions. 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. Prior to the transactions closing, 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. Prior to the transactions closing, Fitch conducted a review of a small targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. Asset-Backed European Securitisation Transaction Twenty-Four S.r.l. (A-Best 24) 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. Prior to the transactions closing, 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. BRIGNOLE CO 2024: DBRS Confirms 'BBsf' Rating on Class E Notes -------------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) confirmed its credit ratings on the notes issued by Brignole CO 2024 Sr.l. (the Issuer) as follows: -- Class A Notes at AAA (sf) -- Class B Notes at AA (sf) -- Class C Notes at BBB (high) (sf) -- Class D Notes at BB (high) (sf) -- Class E Notes at BB (sf) Morningstar DBRS does not rate the Class F and Class R Notes also issued in the transaction. CREDIT RATING RATIONALE The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the March 2026 payment date; -- Probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; and -- Current level of credit enhancement available to the notes to cover the expected losses at their respective credit rating levels. The Issuer is a securitisation of fixed-rate unsecured consumer loans without a specific purpose granted by Credit Servizi Finanziari S.p.A. (Creditis) to private individuals residing in Italy. The transaction closed in June 2024 with an initial portfolio balance of EUR 303.7 million and no revolving period structured. PORTFOLIO PERFORMANCE As of the March 2026 payment date, loans that were 0 to 30 days, 30 to 60 days, and 60 to 90 days delinquent represented 1.7%, 0.6%, and 0.3% of the outstanding portfolio balance, respectively, while loans more than 90 days delinquent represented 0.5%. Gross cumulative defaults amounted to 1.6% of the initial portfolio balance, with cumulative recoveries of 2.5% to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS conducted a loan-by-loan analysis of the remaining pool of receivables and maintained its base case PD and LGD assumptions at 3.3% and 70.0%, respectively. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement to the notes. As of the March 2026 payment date, credit enhancement to the Class A, Class B, Class C, Class D, and Class E Notes remained unchanged since closing at 20.0%, 14.2%, 8.5%, 4.0%, and 1.5%, respectively, given the pro-rata amortisation of the notes. The transaction benefits from an amortising cash reserve available to cover senior expenses, senior swap costs, interest on the Class A Notes and if not deferred, interest on the Class B, Class C, Class D, Class E and Class F Notes. The reserve was funded to EUR 3.6 million at closing through the issuance proceeds of the Class X Notes and amortises to a target amount equal to 1.2% of the outstanding principal balance of the Class A to Class F Notes with a floor at 0.6% of the initial portfolio balance. As of the March 2026 payment date, the reserve was at its target of EUR 1.8 million. Crédit Agricole Corporate and Investment Bank - Italian Branch (CA-CIB Italy) acts as the account bank for the transaction. Based on Morningstar DBRS private credit rating on CA-CIB Italy, the downgrade provisions outlined in the transaction documents, and other mitigating factors inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Natixis S.A. (Natixis) acts as the swap counterparty for the transaction. Morningstar DBRS' private credit rating on Natixis is consistent with the first credit rating threshold as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Morningstar DBRS' credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in Euros unless otherwise noted. BUONCONSIGLIO 3 SRL: DBRS Lowers Rating on Class A Notes to CCC --------------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) downgraded its credit rating on the Class A notes issued by Buonconsiglio 3 S.r.l. (the Issuer) to CCC (sf) from B (sf). The trend is Negative. The credit rating has been removed from Under Review with Negative Implications, where it was placed on January 23, 2026. The transaction represents the issuance of the Class A, Class B, and Class J notes (collectively, the Notes). Morningstar DBRS does not rate the Class B and the Class J notes. At issuance, the Notes were backed by a EUR 679.1 million portfolio by gross book value consisting of a mixed portfolio of Italian secured and unsecured nonperforming loans originated by Cassa Centrale Banca - Credito Cooperativo Italiano S.p.A. (Cassa Centrale), 31 co-operative banks belonging to the Cassa Centrale group, and six other private Italian banks. The receivables are serviced by Guber Banca S.p.A. (Guber or the Servicer), while Zenith Global S.p.A. (Zenith; the Master Servicer) was appointed to carry out the master servicing activities. Guber will also act as backup master servicer in case of Zenith's termination as Master Servicer. No backup servicer was appointed at closing. CREDIT RATING RATIONALE The credit rating downgrade follows a review of the transaction and is based on the following analytical considerations: -- Transaction performance: Morningstar DBRS' assessment of portfolio recoveries as of December 2025, focusing on (1) a comparison between actual collections and the Servicer's initial business plan forecast, (2) the collection performance observed over recent months, and (3) a comparison between the current performance and Morningstar DBRS' expectations. -- Updated business plan: The Servicer's updated business plan as of October 2024, received in December 2024, and the comparison with the initial collection expectations. -- Portfolio characteristics: The loan pool composition as of December 2025 and the evolution of its core features since issuance. -- Transaction liquidating structure: The order of priority entailing a fully sequential amortisation of the Notes (i.e., the Class B notes will begin to amortise following the full repayment of the Class A notes, and the Class J notes will begin to amortise following the repayment of the Class B notes). A portion of the interest due on the Class B notes is paid ahead of the principal on the Class A notes unless certain performance-related triggers are breached (i.e., a cumulative collection ratio or present value cumulative profitability ratio of less than 90%, or an interest shortfall on the Class A notes). These triggers have been breached since the December 2025 collection date, with actual figures at 80.1% and 100.4%, respectively, according to the Servicer. -- Liquidity support: An amortising cash reserve providing liquidity to the structure and covering potential interest shortfalls on the Class A notes and senior fees. The cash reserve target amount is equal to 4% of the Class A notes' principal outstanding balance and is currently fully funded. TRANSACTION AND PERFORMANCE According to the January 2026 investor report, the outstanding principal amounts of the Class A, Class B, and Class J notes were EUR 54.6 million, EUR 21.0 million, and EUR 4.5 million, respectively. As of the January 2026 interest payment date, the balance of the Class A notes had amortised by 64.5% since issuance and the aggregated transaction balance was EUR 80.2 million. As of the December 2025 collection date, the transaction was performing below the Servicer's initial business plan expectations. Cumulative gross collections amounted to EUR 138.6 million, compared with EUR 169.4 million estimated under the initial business plan for the same period. This represents an underperformance of EUR 30.8 million (-18.2%). On a net basis--after deducting legal and procedural costs and servicing fees--cumulative collections totalled EUR 114.8 million, versus EUR 145.4 million expected under the initial business plan. Higher-than-expected costs therefore further weighed on performance, resulting in a net underperformance of approximately 21%. At issuance, Morningstar DBRS estimated cumulative gross collections of EUR 129.4 million in the BBB (sf) stressed scenario for the same period. Therefore, as of December 2025, the transaction was performing above Morningstar DBRS' initial BBB (sf) stressed scenario. Pursuant to the receivables servicing agreement, the Servicer is required to provide the relevant counterparties with an updated business plan on an annual basis, subject to approval by the Noteholders' Committee. As of 23 April 2026, the Servicer has delivered an updated business plan, but it has not yet been approved; accordingly, the latest official business plan remains the one as of October 2024. Subject to approval, the Servicer's updated business plan reflects lower future collection expectations, confirming the continued weakening of the portfolio. The Servicer's 2024 business plan, combined with actual cumulative gross collections of EUR 108.0 million as of October 2024, resulted in total expected proceeds of EUR 209.5 million. This figure is 14.4% lower than the EUR 244.7 million of total gross collections estimated under the initial business plan. In addition, for 2025, the business plan projected recoveries of EUR 32.0 million, whereas actual collections amounted to EUR 24.5 million, representing an underperformance of 23.5%. In the absence of an updated business plan for 2026, Morningstar DBRS based its analysis on the Servicer's 2024 business plan, adjusted to reflect actual cumulative gross collections of EUR 138.6 million as of December 2025. Since the last annual review, performance has continued to weaken, reflecting both softer collections and higher costs burden, which has resulted in slower-than-expected amortisation of the Class A notes. As a result, the Class A notes are now only passing lower credit rating scenarios. Morningstar DBRS notes that (1) the liquidity reserves are fully funded and (2) the transaction benefits from an overhedged interest rate position, which partially offsets the negative performance trends. However, these mitigating factors are not sufficient to counterbalance the Servicer's continued cuts to future expected cash flows. The final maturity date of the transaction is in January 2041. Morningstar DBRS' credit rating on the applicable class addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. CEME SPA: S&P Alters Outlook to Negative, Affirms 'B' ICR --------------------------------------------------------- S&P Global Ratings revised its outlook on Ceme SpA to negative from stable and affirmed its 'B' ratings on Ceme and its senior secured debt. The '4' recovery rating is unchanged, indicating its expectation of meaningful recovery (30%-50%; rounded estimate: 40%) in the event of default. S&P said, "The negative outlook reflects that we could downgrade Ceme within the next 12 months if we anticipate that the group is unlikely to reduce leverage below 6x in 2027 on the back of weaker-than-anticipated revenue coupled with higher margin pressure or higher-than-expected competition. "Ceme SpA's 2025 revenue growth and profitability were weaker than we had anticipated, primarily due to some orders being delayed, and very high non-recurring expenses (EUR27 million). In addition, the JLT acquisition, previously included in our 2025 pro-forma figures, remains pending due to unmet conditions precedent at the seller's end. We have also revised downward 2026 revenue and profitability projections, amid a more challenging market environment and some anticipated cost headwinds. "As a result, S&P Global Ratings-adjusted debt to EBITDA spiked to 13.4x at year-end 2025 (7.7x without non-recurring items), and we foresee that leverage is now likely to remain above our rating threshold of 6x in 2026 and only decline to 5.7x in 2027. "The weaker credit metrics are partly offset by the group's positive free operating cash flow (FOCF) generation in 2025, mainly supported by net working capital inflows, and we highlight that we also expect it to remain positive in 2026-2027, despite normalization of working capital dynamics. "We now expect Ceme's deleveraging to be slower than anticipated, with debt to EBITDA remaining above 6.0x in 2026, after higher than-expected one-off expenses pushed leverage up to 13.4x at year-end 2025. The recognition of approximately EUR27 million in one-time costs caused Ceme's EBITDA to decline by 36% to EUR36.0 million in 2025 from EUR56.6 million in 2024 (against a 6% year-on-year increase in revenue), causing S&P Global Ratings-adjusted debt to EBITDA to rise to 13.4x (7.7x without non-recurring items), compared with our previous assumption of 7.1x at year-end 2025. Profitability was also impacted by price discounts and a lag in passing on increased copper prices to customers, partially offset by realized cost synergies. Although lower non-recurring expenses, realization of operational cost-savings opportunities, and the acquisition closing are expected to improve our adjusted margins to approximately 19.6% in 2026 (from 10% in 2025 and 16.6% in 2024), we do not expect our leverage ratio to converge to below 6.0x before 2027. This also reflects our reduced revenue forecasts for 2026, due to challenging market conditions. Our adjusted funds from operations (FFO) cash interest ratio also weakened beyond expectations, mainly constrained by lower-than-expected EBITDA. This resulted in negative adjusted FFO of EUR6.1 million and only 0.8x FFO cash interest coverage. At the same time, we expect FFO cash interest coverage to recover above 2.0x in 2026-2027, to levels we see in line with a 'B' rating. "Ceme's revenue growth would mostly reflect JLT's contribution in 2026, with further expansion now projected from 2027. We forecast 2026 revenue will increase by 5.5% to about EUR380.5 million from EUR360.8 million in 2025. Organic revenue growth is projected at about 1%, reflecting a more challenging macroeconomic environment than we previously anticipated, potentially affecting the more consumer-sensitive end-markets. Nonetheless, this impact is expected to be mitigated by a recovery of volumes from deferred demand in the second half of 2025--mostly related to one customer for pump products in the HSSC segment--and new orders secured in the other segments. "Our forecasts also include the full year pro-forma contribution of about EUR15 million related to the JLT acquisition, whose completion remains subject to customary closing conditions not fulfilled. While JLT was initially targeted to strengthen Ceme's position in Asia-Pacific and broaden its product portfolio, we understand the company is actively exploring alternative acquisition opportunities should the JLT deal not be finalized. In 2027, organic growth is expected to accelerate to 4%-5% with revenue reaching EUR395 million-EUR400 million, as Ceme is adequately positioned to continue benefiting from long trends impacting the global coffee industry, such as growing urban populations in developing regions and increased demand for specialty and gourmet coffee varieties, and further increase its revenue diversification in different end-markets (that is, semiconductor, medical, HVAC, among others, aggregated within the specialty applications segment). "Procurement and production savings are likely to improve Ceme's profitability, although additional one-off costs remain a potential risk to our base-case scenario. Considering that the increase in non-recurring costs in 2025 was primarily related to variable consultancy fees (about EUR15 million) and the settlement agreement with former CEO (EUR8.2 million), we do not expect a similar increase to recur and further burden EBITDA in future periods. We therefore expect S&P Global Ratings-adjusted EBITDA margins to improve to 19.6% in 2026 and 21.4% in 2027, albeit at a slower pace than previously expected. This is because the procurement and production savings anticipated in 2026 are now expected to be partially offset by increased cost pressures, primarily arising from higher-than-previously-anticipated raw material prices and transportation costs. Our 2026-2027 estimates include EUR4 million EBITDA from the JLT acquisition and non-recurring items decreasing to EUR2.5 million per year. "We project FOCF at about EUR5 million-EUR10 million in 2026 increasing to about EUR20 million-EUR25 million annually in 2027, contingent on volumes and EBITDA expansions. While benefiting from a higher EBITDA base of EUR74.7 million in 2026 versus EUR36.0 million in 2025, we anticipate this will be partially offset by working capital outflows of about EUR5 million. In 2025, Ceme reported an inflow of EUR29.5 million, which was unusually high due to a non-recurring increase in payables. Our 2026 adjusted FOCF also reflects a EUR10 million deduction related to an expected rise in factoring utilization to EUR37 million from EUR27 million in 2025. For capital expenditure, we now expect an adjusted capex-to-revenue ratio of about 3.5%-4.0% per year (3.7% in 2025 and 2.6% in 2024), driven by footprint optimization projects, such as the set-up of the new facility in Mexico, and investments in automation. "The negative outlook reflects that we could downgrade Ceme within the next 12 months if we anticipate that the group is unlikely to reduce leverage below 6x in 2027 on the back of weaker-than-anticipated revenue coupled with higher margin pressure or higher-than-expected competition. "We could lower our rating on Ceme if S&P Global Ratings-adjusted debt to EBITDA does not decline to below 6.0x by 2027 and FFO interest coverage ratio does not recover to above 2.0x. We could also lower our rating if FOCF turns negative or Ceme does not maintain an adequate liquidity profile." This could stem from: -- Slower than expected top line growth coupled with weaker profitability from inflationary pressures; -- Lower-than-expected benefits from synergies realization and still-high one off-costs affecting EBITDA growth; -- Significant fluctuations in working capital; or -- An unexpected and material increase in debt to fund new acquisitions or pay dividends. S&P could revise the outlook to stable if the company's deleveraging path proves credible, with S&P Global Ratings-adjusted debt to EBITDA improving sustainably below 6.0x, accompanied by the FFO interest coverage ratio comfortably returning to above 2.0x and FOCF generation remaining positive. ISEO SPV: DBRS Lowers Rating on Class A Notes to B(low)(sf) ----------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) downgraded its credit rating on the Class A Notes issued by ISEO SPV S.r.l. (the Issuer) to B (low) (sf) from BB (low) (sf). The trend remains Negative. The transaction represents the issuance of Class A Notes, Class B Notes, and Class J Notes (collectively, the Notes). Morningstar DBRS does not rate the Class B Notes or the Class J Notes. As of the March 31, 2019 economic effective date, the Notes were backed by an EUR 858 million portfolio by gross book value consisting of secured and unsecured nonperforming loans originated by Unione di Banche Italiane S.p.A. Since the December 4, 2019 transfer date, doValue S.p.A. (the servicer) has serviced the receivables. A backup servicer, Banca Finanziaria Internazionale S.p.A. (Banca Finint; formerly Securitisation Services S.p.A.), was also appointed. CREDIT RATING RATIONALE The credit rating downgrade follows Morningstar DBRS' review of the transaction and is based on the following analytical considerations: -- Transaction performance: An assessment of portfolio performance as of December 2025, including (1) a comparison between actual collections and the servicer's initial business plan, (2) recent collection trends, and (3) the relationship between observed performance and Morningstar DBRS' expectations over the remaining life of the transaction. -- Updated business plan: The servicer's updated business plan as of December 2025, received in January 2026, which incorporates lower remaining lifetime recoveries compared with previous updates and the initial expectations. -- Transaction liquidating structure: The order of priority, which entails a fully sequential amortisation of the Notes (i.e., the Class B Notes will begin to amortise following the full repayment of the Class A Notes and the Class J Notes will begin to amortise following the repayment of the Class B Notes). Additionally, interest payments on the Class B Notes become subordinated to principal payments on the Class A Notes if the cumulative net collection ratio (CCR) or net present value cumulative profitability ratio (NPV ratio) is lower than 90%. These triggers were activated since the first interest payment date (IPD) and cured in January 2023. The unpaid interest amounts on the Class B Notes in previous periods were all distributed in July 2023. The actual figures for the CCR and NPV ratio were at 108.5% and 106.4%, respectively, as of the January 2026 IPD, according to the servicer. However, based on the executed business plan and updated collection projections, Morningstar DBRS expects these performance triggers to be breached again from mid-2027. -- Liquidity support: The transaction benefits from an amortising cash reserve providing liquidity to the structure and covering potential interest shortfall on the Class A Notes and senior fees. The cash reserve target amount is equal to 4.0% of the Class A Notes' principal outstanding balance and the recovery expenses cash reserve target amounts to EUR 250,000, both fully funded. TRANSACTION AND PERFORMANCE According to the January 2026 investor report, the outstanding principal amounts of the Notes were approximately EUR 102.1 million for the Class A Notes, EUR 25.0 million for the Class B Notes, and EUR 13.5 million for the Class J Notes. The Class A Notes had amortised by 69.5% since issuance, and the total outstanding balance of the Notes was approximately EUR 140.6 million. As of December 2025, the transaction was performing above the servicer's business plan expectations. The actual cumulative gross collections equalled EUR 307.4 million, whereas the servicer's initial business plan estimated cumulative gross collections of EUR 271.6 million for the same period. Therefore, as of December 2025, the transaction was overperforming by EUR 35.7 million (13.2%) compared with the initial business plan expectations. At issuance, Morningstar DBRS estimated cumulative gross collections for the same period of EUR 205.8 million at the BBB (sf) stressed scenario. Therefore, as of December 2025, the transaction was performing above Morningstar DBRS' initial stressed scenarios. Pursuant to the requirements set out in the receivable servicing agreement, in January 2026, the servicer delivered an updated portfolio business plan. The updated portfolio business plan, combined with the actual cumulative gross collections of EUR 307.4 million as of December 2025, resulted in a total of EUR 446 million. This is 13.8% lower than the total gross disposition proceeds of EUR 517.2 million estimated in the initial business plan. Furthermore, reflecting substantially higher recovery costs, net gross collections are now 16.9% below the servicer's initial expectations. Considering the outperformance of initial expectations in terms of CCR and NPV to date, future expectations have been revised down substantially. Excluding actual collections, the servicer's expected future collections from January 2026 equalled EUR 138.6 million. The updated Morningstar DBRS B (low) (sf) credit rating stress assumes a haircut of 8.3% to the servicer's updated business plan, considering future expected collections. Morningstar DBRS notes that the pace of amortisation of the Class A notes has slowed compared with earlier periods. This reflects the combination of declining future collection expectations, increasing senior costs, and ongoing interest payments on the Class B notes, all of which reduce the conversion of gross collections into senior note principal amortisation. As a result, the buffer available to fully redeem the Class A notes has materially reduced, and the transaction shows limited tolerance to further adverse deviations from the updated business plan. In light of the above and considering the expected reduction in future collections, together with the upward revision of the servicer's recovery costs for the remaining portfolio, Morningstar DBRS does not deem the currently positive performance trend to be sustainable. Consequently, the Class A notes only pass lower credit rating stress scenarios. In this respect, Morningstar DBRS notes that (1) the liquidity reserves are fully funded, and (2) the transaction benefits from an overhedged interest rate position, which mitigates the impact of rising interest rates and weaker performance. However, these mitigating factors are not sufficient to counterbalance the deterioration in expected net recoveries. Therefore, Morningstar DBRS downgraded the credit rating on the Class A notes to B (low) (sf) with a Negative trend. The transaction's final maturity date is July 19, 2039. Morningstar DBRS' credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. JUNO 2: DBRS Lowers Rating on Class A Notes to BB(low) ------------------------------------------------------ DBRS Ratings GmbH (Morningstar DBRS) downgraded its credit rating on the Class A notes issued by Juno 2 S.r.l. (the Issuer) to BB (low) (sf) from BBB (low) (sf). The trend is Negative. The credit rating has been removed from Under Review with Negative Implications, where it was placed on 19 March 2026. The transaction represents the issuance of the Class A, Class B, and Class J notes (collectively, the Notes). Morningstar DBRS does not rate the Class B and the Class J notes. At issuance, the Notes were backed by a EUR 1.15 billion portfolio by gross book value consisting of secured and unsecured Italian nonperforming loans originated by Banca Nazionale del Lavoro S.p.A. Prelios Credit Servicing S.p.A. (Prelios or the Servicer) services the receivables while Banca Finanziaria Internazionale S.p.A. (Banca Finint; formerly Securitisation Services S.p.A.) operates as the backup servicer. CREDIT RATING RATIONALE The credit rating action follows Morningstar DBRS' review of the transaction and is based on the following analytical considerations: -- Transaction performance: An assessment of portfolio recoveries as of December 2025, focusing on (1) a comparison between actual collections and the Servicer's initial business plan forecast; (2) the collection performance observed over recent months; and (3) a comparison between the current performance and Morningstar DBRS' expectations. -- Updated business plan: The Servicer's updated business plan as of December 2025, received in March 2026, and the comparison with the initial collection expectations. -- Transaction liquidating structure: The order of priority entails a fully sequential amortisation of the Notes (i.e., the Class B notes will begin to amortise following the full repayment of the Class A notes, and the Class J notes will amortise following the repayment of the Class B notes). Additionally, interest payments on the Class B notes become subordinated to principal payments on the Class A notes if the cumulative gross collection ratio (CCR) or net present value cumulative profitability ratio (NPV ratio) is lower than 85%. These triggers were not breached on the January 2026 interest payment date (IPD). The actual figures for the CCR and NPV ratio were at 86.2% and 108.1%, respectively, as of the January 2026 IPD, according to the Servicer. -- Liquidity support: The transaction benefits from an amortising cash reserve providing liquidity to the structure and covering potential interest shortfall on the Class A notes and senior fees. The cash reserve target amount is equal to 4.0% of the Class A notes' principal outstanding and is currently fully funded. TRANSACTION AND PERFORMANCE According to the latest investor report from January 2026, the outstanding principal amounts of the Notes were EUR 22.5 million for the Class A notes, EUR 48.0 million for the Class B notes, and EUR 12.8 million for the Class J notes. As of January 2026, the balance of the Class A notes had amortised by 89.0% since issuance, and the current aggregated transaction balance was EUR 83.2 million. As of December 2025, the transaction was performing lower than the Servicer's business plan expectations. The actual cumulative gross collections equalled EUR 262.5 million, whereas the Servicer's initial business plan estimated cumulative gross collections of EUR 304.5 million for the same period, thereby the transaction was underperforming by EUR 42.0 million (-13.8%). Notwithstanding this, the performance of closed borrowers to date has been broadly in line with, and slightly above, the initial business plan assumptions, while the observed underperformance appears to be largely associated with borrowers that remain open. At issuance, Morningstar DBRS estimated cumulative gross collections of EUR 215.1 million for the same period at the BBB (low) (sf) stressed scenario. Therefore, as of December 2025, the transaction was performing above Morningstar DBRS' initial stressed scenarios. Pursuant to the requirements set out in the receivable servicing agreement, in March 2026, the Servicer delivered an updated portfolio business plan. The updated portfolio business plan, combined with the actual cumulative gross collections of EUR 262.5 million as of December 2025, resulted in a total of EUR 308.9 million. This is 11.1% less than the total gross disposition proceeds of EUR 347.5 million estimated in the initial business plan and collections are expected to be realised over a longer period of time. Considering (i) the current underperformance of the transaction (-13.8%), (ii) the performance of closed borrowers broadly in line with the initial business plan, and (iii) the reduction of total gross disposition proceeds under the updated business plan when combined with actual collections, this is consistent with the Servicer expecting to only partially recover the underperformance on the remaining open positions, with collections expected to be realised over a longer period of time compared with the initial business plan. Excluding actual collections, the Servicer's expected future collections from January 2026 accounted for EUR 46.4 million. The updated Morningstar DBRS BB (low) (sf) credit rating stress assumes a haircut of 15.8% to the Servicer's updated business plan, considering future expected collections. Since the last annual review, the transaction's performance has continued to deteriorate. The downgrade of the Class A Notes to BB (low) (sf) from BBB (low) (sf) also considers that the total haircut applied to the Business Plan at issuance would remain below 15% across all Morningstar DBRS's stressed scenarios, resulting in an overall CCR above the 85% threshold. Accordingly, even assuming that Class B leakage temporarily ceases over the next few IPDs, such leakage is expected to resume thereafter, continuing to constrain the collections available for the amortisation of the Class A Notes. In addition, the interest rate cap agreement is expected to expire starting from the July 2027 IPD, thereby increasing the transaction's exposure to interest rate risk. The transaction's final maturity date is in July 2039. Morningstar DBRS' credit ratings on the applicable classes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. Where applicable, a description of these financial obligations can be found in the transactions' respective press releases at issuance. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an Issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. ===================== N E T H E R L A N D S ===================== DUTCH MORTGAGE 2026-1: DBRS Finalizes BB(high) Rating on E Notes ---------------------------------------------------------------- DBRS Ratings GmbH (Morningstar DBRS) finalised its provisional credit ratings on the following classes of notes issued by Dutch Mortgage Finance 2026-1 B.V. (the Issuer): -- Class A Notes at AAA (sf) -- Class B Notes at AA (high) (sf) -- Class C Notes at A (high) (sf) -- Class D Notes at BBB (high) (sf) -- Class E Notes at BB (high) (sf) Morningstar DBRS does not rate the Class F, Class X, Class S1, Class S2, and Class R Notes also issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle incorporated in the Netherlands. The Issuer will use the proceeds of the issued notes to fund the purchase of Dutch mortgage receivables originated or acquired by RNHB B.V. (RNHB or the original seller). The original seller will sell the portfolio to the seller through several entities. In turn, the seller will, via the interim seller, sell the portfolio and the legal title of the mortgage receivables to the Issuer. The Issuer will use proceeds from the Class X and R Notes to fund the reserve fund (RF). The original seller is a buy-to-let and middle market real estate lending business in the Netherlands and was incorporated on 16 September 2016. However, the history of the mortgage-lending business that the seller now owns dates back to 1890, when Nederlandse Hypotheekbank was founded. In 2008, Rijnlandse Hypotheekbank and Nederlandse Hypotheekbank (both owned by Rabobank) formally merged to form the RNHB business within FGH Bank N.V.. In December 2016, the RNHB business and loan portfolio were acquired by a consortium of (1) funds managed by AB CarVal Investors L.P. (CarVal) and (2) Arrow Global Group Plc, with CarVal holding the majority interest. RNHB kept its operational processes and underwriting criteria unchanged. Vesting Finance Servicing B.V., together with RNHB as master and special servicer, will be the primary servicer of the mortgage portfolio, and CSC Administrative Services (Netherlands) B.V. will act as a replacement servicer facilitator. As of March 31, 2026, the final portfolio consisted of 1,124 loans with a total portfolio balance of approximately EUR 400 million. The weighted-average (WA) seasoning of the final portfolio is 3.9 years with a WA remaining term of 3.2 years. The WA current loan-to-value ratio (LTV) is comparatively low for a Dutch portfolio at 61.2%. Almost all the loans (99.4%) in the portfolio are fixed with future resets while the notes pay a floating rate of interest. To address this interest rate mismatch, the transaction is structured with a fixed-to-floating interest rate swap that swaps the fixed interest rate received from the assets for three-month Euribor. The portfolio is performing at 99.1%, and only 0.1% of the portfolio have arrears equal to or greater than one month. Until the first optional redemption date (FORD) in August 2031, RNHB can grant, and the Issuer must purchase, further advances subject to their adherence to asset conditions and available principal funds. The transaction documents specify criteria that must be met during this period for further advances to be sold to the Issuer. Morningstar DBRS considered these conditions when assessing the possibility of the portfolio LTV increasing as a result of further advances. Morningstar DBRS calculated credit enhancement for the Class A Notes at 13.5%, provided by the subordination of the Class B to Class F Notes and the RF. Credit enhancement for the Class B Notes will be 9.0%, provided by the subordination of the Class C to Class F Notes and the RF. Credit enhancement for the Class C Notes will be 5.75%, provided by the subordination of the Class D to Class F Notes and the RF. Credit enhancement for the Class D Notes will be 4.0%, provided by the subordination of the Class E to Class F Notes and the RF. Credit enhancement for the Class E Notes will be 2.75%, provided by the subordination of the Class F Notes and the RF. The transaction benefits from an RF fully funded at closing from the overall deal proceeds, which will provide credit and liquidity support to the Class A to Class F Notes. The RF is amortising with a target amount equal to 1.0% of the outstanding balance of (100/95) of the Class A to Class F Notes with a floor on and after the FORD of 1.0% of (100/95) of the Class A to Class F Notes' outstanding balance at the time of FORD. Additionally, the notes will have liquidity support from principal receipts, which the Issuer can use to cover interest shortfalls on the most-senior class of notes, provided that a credit is applied to the principal deficiency ledgers in reverse-sequential order. The Issuer entered a fixed-to-floating balanced-guaranteed swap with NatWest Markets N.V. (with a long-term issuer rating of A (high) with a Stable trend by Morningstar DBRS) to mitigate the fixed interest rate risk from the mortgage loans and the three-month Euribor payable on the notes. The notional of the swap is linked to the performing balance (less than 180 days in arrears) of the fixed-rate assets. The Issuer will pay a fixed swap rate and receive three-month Euribor in return. The original seller will also covenant that, on an average basis, the fixed-rate mortgage reset rate for a loan will, at the minimum, be equal to the swap rate plus 2.25% and the overall WA margin of the pool cannot fall below the swap rate plus 2.50%. The swaps' documents reflect Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology when Morningstar DBRS has a public credit rating on the relevant counterparty. In the absence of a public credit rating on the swap counterparty, Morningstar DBRS will monitor the transaction and take credit rating actions according to a private credit rating, if available, or internal assessment as per Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions". The Issuer account bank and paying agent is U.S. Bank Europe DAC (U.S. Bank Europe). Morningstar DBRS' private credit rating on U.S. Bank Europe is consistent with the threshold for the account bank as outlined in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology, given the credit ratings assigned to the notes. Morningstar DBRS based its credit ratings on its review of the following analytical considerations: -- The transaction capital structure and form, and sufficiency of available credit enhancement. -- The credit quality of the mortgage portfolio and the ability of the servicer to perform collection and resolution activities. Morningstar DBRS estimated stress-level PD, loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine. Morningstar DBRS analysed the mortgage portfolio in accordance with its European RMBS Insight Methodology. -- The transaction's ability to withstand stressed cash flow assumptions and repay investors according to the terms of the transaction documents. Morningstar DBRS analysed the transaction cash flows using PD, LGD, and EL derived on the mortgage portfolio. Morningstar DBRS analysed the transaction cash flows using Intex DealMaker. -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology and the presence of legal opinions addressing the assignment of the assets to the Issuer. -- The relevant counterparties, as rated by Morningstar DBRS, being appropriately in line with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" to mitigate the risk of counterparty default or insolvency. Morningstar DBRS' credit ratings on the rated notes addresses the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations are the related interest payment amounts and the related notes' balances. Morningstar DBRS' credit ratings on the rated notes also addresses the credit risk associated with the increased rate of interest applicable to rated notes if the rated notes are not redeemed on the Optional Redemption Date (as defined in and) in accordance with the applicable transaction documents. Morningstar DBRS' credit rating does not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in euros unless otherwise noted. MONG DUONG: Moody's Affirms Ba2 Rating on USD Senior Secured Notes ------------------------------------------------------------------ Moody's Ratings has affirmed Mong Duong Finance Holdings BV's (Mong Duong Finance) Ba2 USD senior secured notes rating. At the same time, the outlook has been changed to positive from stable. The rating action follows Moody's affirmations of Vietnam's Ba2 ratings with an outlook change to positive from stable on May 04, 2026. The rating action on Mong Duong Finance reflects Moody's views that the credit quality of Mong Duong Finance's notes are currently constrained by the sovereign rating. RATINGS RATIONALE Mong Duong Finance is a finance entity whose credit profile is closely linked to AES Mong Duong Power Company Limited (MDP), which owns and operates the underlying power project, because of several structural features. MDP operates with the assurance that the government will make reliable and timely payments to MDP, if and when required, under the Government Guarantee and Undertaking Agreement (GGU) and the Build Operate Transfer (BOT) contract. Moody's views AES Corporation's decision to retain its 51% stake—following the termination of its sale agreement with Sev.en Global group in December 2025—as credit supportive, reflecting the sponsor's ongoing commitment to the project. In addition, the sale of POSCO Group's 30% minority stake to Meritz Group is credit neutral, as it does not alter control, contractual arrangements, or the project's operating profile. The shareholding transfer has been completed at the Mong Duong Power level, while the corresponding change at Mong Duong Finance is currently in progress and Moody's expects completion within the next two months. The Ba2 rating reflects MDP's fully contracted cash flow under a long-term power purchase agreement (PPA). The PPA contains a robust tariff structure allowing for the recovery of capital costs and pass-through of foreign-exchange and fuel costs. Under the GGU and the BOT contract, the government guarantees the timely payments or performance of obligations by Vietnam Electricity, MDP's sole off-taker, under the power purchase agreement (PPA), and by Vietnam National Coal-Mineral Industries Group (Vinacomin) under the coal supply agreement (CSA). This arrangement mitigates the project's exposure to counterparty and coal supply risks. Moody's expects MDP's average debt service coverage ratio to be 1.2x-1.4x during the tenor of the notes. This level of credit metrics will support MDP's credit quality. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The positive outlook on the rating mirrors the positive outlook on Vietnam's sovereign rating. Moody's could upgrade the rating if Vietnam's sovereign ratings is upgraded; and at the same time, (1) the government's strong commitment to MDP's power project remains intact; (2) MDP maintains its solid operations and moderate financial metrics; Moody's could change the outlook to stable or take an adverse rating action if (1) Moody's takes a negative rating action on the sovereign; (2) MDP's debt service coverage ratio falls below 1.1x during the amortization period; and/or (3) MDP's sponsor profile weakens The principal methodology used in this rating was Power Generation Projects published in June 2023. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. Mong Duong Finance Holdings BV is the issuer of the USD notes. Mong Duong Finance is indirectly owned by (1) AES Mong Duong Project Holdings B.V. (51%), a subsidiary of The AES Corporation (Baa3, stable); (2) POSCO International Corporation (30%), a subsidiary of POSCO Holding Inc; and (3) Stable Investment Corporation (19%), which is owned by China Investment Corporation, a sovereign wealth fund of the Government of China (A1 stable). As the same time, the shareholding of MDP is AES Mong Duong Holdings B.V. (51%); Meritz Securities Co Ltd (30%), which is part of Meritz Financial Group (South Korean financial group) ; and Stable Investment Corporation (19%). There is a difference in shareholding at MDP level and Mong Duong Finance level, due to the recent transfer of shareholdings from POSCO group to Meritz group. The differential shareholdings is expected to be resolved within the next two months. MDP is a limited liability joint venture that owns and operates a sub-critical coal-fired power plant (consisting two unit) with a total capacity of 1,120 megawatts. The plants are located around 220 km east of Hanoi (50 km north-east of Ha Long City in Quang Ninh Province). =========== S E R B I A =========== TELEKOM SRBIJA: Fitch Hikes Long-Term IDR to 'BB-', Outlook Stable ------------------------------------------------------------------ Fitch Ratings has upgraded Telekom Srbija a.d. Beograd's (TS) Long-Term Issuer Default Rating (IDR) to 'BB-' from 'B+'. The Outlook is Stable. Fitch has also upgraded TS's senior unsecured rating to 'BB-' from 'B+' and assigned TS's proposed senior unsecured notes an expected rating of 'BB-(EXP)'. The Recovery Rating is 'RR4'. The proceeds will be used for debt refinancing. The upgrade reflects its expectation that free cash flow (FCF) will improve in 2026-2027 and turn positive in 2028, while leverage will decline to the positive sensitivity threshold of 5.2x in 2026 and improve further thereafter. It also reflects a reduction in FCF risk as Fitch expects content costs to decline following multimedia market consolidation. TS's IDR benefits from a one-notch uplift from the company's Standalone Credit Profile (SCP) of 'b+', reflecting Serbia's (BB+/Positive) 58% ownership and 73% voting rights, and Fitch's view of strong sovereign control and incentives to provide support in distress. Key Rating Drivers Market Leadership: TS is a fully integrated telecom operator in Serbia, where it generated 69% of 2025 revenue and has leading positions across all domestic telecom segments. In 4Q25, the group had about 56% market share in fixed broadband, 41% in mobile, 62% in multimedia, and 71% in fixed voice, according to Serbia's telecoms regulator. TS also operates in Republika Srpska and Montenegro, which contributed 21% of 2025 revenue, where it ranks first or second across various telecom segments. Rational Market Structure: Serbia's telecom market comprises three mobile network operators, TS, A1 (Telekom Austria) and Yettel (e&PPF Group), and two principal fixed-line operators, TS and Yettel. TS faces no direct competition across roughly 800,000 connections out of the country's 1.8 million fibre-to-the-home connections. Fitch views this structure as stable and conducive to rational competition, supporting TS's ability to manage churn and lift average revenue per user (ARPU) through price adjustments, data monetisation and bundled offers. Content-Driven Strategy, Monetisation: TS's growth strategy focuses on content leadership. Since 2019, it has invested in content production and secured broadcast rights to major sports competitions with distribution rights across six Balkan countries, supporting market share gains in pay-TV and broadband and bundled offering in its three core markets. TS generates wholesale revenue by licensing sports rights in neighbouring countries and distributing its own content to other operators. Its strategy also includes monetising internally produced content via its over-the-top (OTT) platform and offering telecom services as an MVNO to the ex-Yugoslav diaspora globally. TS currently provides MVNO and OTT services in Germany, Austria, Switzerland and North Macedonia. Multimedia Market Consolidation: TS's acquisition of United Group B.V.'s (UG) media assets increased its market share in multimedia (62% in 2025; 55% in 2024), supporting its content-led growth strategy. The transaction added about 300,000 multimedia subscribers, with above-average EBITDA margins, underpinning margin gains and allowing TS to upsell its fixed broadband services. The acquisition has also reduced promotional activity and competitive pressure for sports rights, strengthening TS's bargaining position and significantly reducing content investments from 2027, when many sports rights contracts are up for renewal. Strong Performance: TS delivered strong operating results in 2025, with reported revenue rising 28% to RSD231 billion and Fitch-defined EBITDA increasing 83% to RSD87 billion. Fitch estimates that only about 4% of revenue growth and 11% of EBITDA growth came directly from consolidating UG subscribers, excluding upselling and broader market benefits from the acquisition of UG assets by TS and Yettel. Growth was also supported by higher ARPU, subscriber gains, content monetisation, and capacity leasing to other operators. Lower Leverage: Fitch expects TS's Fitch-defined EBITDA net leverage to fall to 5.2x in 2026 (6.5x in 2025), and to decline further to 4.3x in 2029. This should be driven by continued, though slower, revenue growth and EBITDA margin expansion to 45% in 2029 from 38% in 2025. Margin improvement will be supported by higher multimedia revenue, which carries strong margins, lower content cost amortisation deducted by Fitch from company-defined EBITDA, and a voluntary employee departure programme planned for 2027. Negative but Improving FCF: Fitch expects that TS's FCF will remain negative in 2026-2027 as the company continues large investments, including in content (65% of company-defined capex in 2026). However, Fitch expects a gradual improvement in the FCF profile, with FCF margins turning positive in 2028, from negative 6% in 2026, as EBITDA grows, content costs decline mainly through contract renegotiations, and other investments ease. TS's Fitch-defined EBITDA in multimedia broke even in 2024 and expanded in 2025, indicating lower execution risk in scaling the segment. Well-Developed Network Infrastructure: TS's strong network investment underpins its market leadership in Serbia. At end-2025, its LTE network covered 99% of the population and 88% of the territory. TS had also passed around 1.8 million premises with fibre in Serbia, while most of its mobile sites across markets were fibre-connected. TS launched 5G in Montenegro in 2023 and completed a 5G auction in Serbia in December 2025. TS's existing mobile infrastructure in Serbia is 5G-ready. Government-Linked Entity: Fitch views TS as a government-related entity (GRE) of Serbia under its GRE criteria. It rates TS using a bottom-up approach with a maximum one notch above the company's SCP of 'b+', which results in its IDR of 'BB-'. Fitch assesses TS's overall GRE links as 'Strong', with a support score of 20 out of a maximum 60. Peer Analysis TS's peer group includes emerging market and European telecom operators. TS's business profile compares well with that of Kazakhtelecom JSC (BBB-/Stable) by size, market position, infrastructure ownership, and competitive, regulatory and operating environment. However, Kazakhtelecom has stronger cash flow generation and lower leverage, and has limited FX mismatch as its debt is denominated in local currency. TS has a comparable strong operating profile to European peers such as eircom Holdings (Ireland) Limited (B+/Stable) and VodafoneZiggo Group B.V. (B+/Stable), supported by a rational competitive environment in its core markets. However, TS has had consistently negative albeit improving FCF and an FX mismatch between its debt and cash flow. These factors result in tighter leverage thresholds for any given rating compared with its European peer group. However, the thresholds are looser than those of emerging-market peers with high FX mismatch and significant local-currency volatility, such as Turkcell Iletisim Hizmetleri A.S (BB-/Stable) and Turk Telekomunikasyon A.S. (BB-/Stable). Fitch’s Key Rating-Case Assumptions - Revenue to grow 15% in 2026 (supported by further price increases, content monetisation, positive impact following UG assets acquisition), 8% in 2027 (driven by EXPO2027), before declining 2% in 2028 (from a high base in 2027), and then growing in the low single-digits in 2029 - Fitch-defined EBITDA margin at 41% in 2026, before increasing to 45% in 2029 (due to revenue growth, extraction of synergies from UG media assets acquisition, reduction in content rights amortisation, voluntary employee departure programme) - Fitch-defined capex at 31% of revenue in 2026 and 24% in 2027, then declining to 20% in 2028-2029 - No dividends in 2026-2027, with dividend payments resuming to RSD4.8 billion in 2028-2029 - Working capital inflow of RSD12 billion in 2026, followed by working capital outflow at 2% and 0.5% of revenue in 2027 and 2028, respectively. Working capital inflow averaging at 0.5% of revenue in 2029 - Restructuring costs at RSD14 billion in 2027 - Proceeds from roof top sales, with the majority received in 2026 - Ongoing refinancing as debt maturities come due Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the SCP: - Business and financial profile factors (assessment, relative importance): Management (bbb-, Lower), Sector Characteristics (bbb, Lower), Market and Competitive Positioning (bbb, Higher), Diversification and Asset Quality (bbb, Moderate), Company Operational Characteristics (bbb+, Moderate), Profitability (bb, Moderate), Financial Structure (b-, Higher), and Financial Flexibility (bb-, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 40% weight for the forecast year 2026, 30% for the forecast year 2027 and 30% for the forecast year 2028. - 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 'bbb-' results in no adjustment. - The SCP is 'b+'. To derive the IDR: - Application of Fitch's GRE Rating Criteria results in a bottom-up +1 approach. Recovery Analysis Fitch rates TS's senior unsecured debt at 'BB-' in accordance with Fitch's Corporates Recovery Ratings and Instrument Ratings Criteria, under which Fitch applies a generic approach to instrument notching for 'BB-' and above rated issuers. Fitch labels TS's senior unsecured debt as "second lien/unsecured" under its criteria, thus resulting in 'RR4'. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade For the 'b+' SCP: - Fitch expectation for cash flow from operations (CFO) less capex/debt trending below 3% - EBITDA net leverage consistently above 5.2x - Fitch-defined EBITDA interest cover trending below 3.0x. - Persistently negative FCF - Deterioration in competitive or regulatory environment, leading to a material impact on EBITDA or FCF For GRE-related impact: - Weaker linkage to the government under Fitch's GRE criteria Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade For the 'b+' SCP: - EBITDA net leverage sustainably below 4.5x - Fitch expectation for CFO less capex/debt trending above 5% - Persistently positive FCF For GRE-related impact: - Stronger linkage to the government under Fitch's GRE criteria A downgrade of Serbia's rating by two notches or more could result in the removal of the one-notch uplift for the IDR. Liquidity and Debt Structure TS's liquidity position prior to the refinancing is supported by cash and cash equivalents of around RSD35 billion at end-2025, approximately RSD41 billion available under its revolving credit facility (RCF), and undrawn term loans maturing in 2026-2028. The company also expects to receive proceeds from the sale of roof towers in May 2026, following the signing of an agreement in April 2026. These sources should be sufficient to cover debt maturities and negative FCF in 2026. TS's liquidity should improve substantially after the refinancing, as the company plans to repay most of its existing debt maturing in 2026-2027, and a substantial portion of debt due in 2028. Liquidity after refinancing will be also supported by access to around RSD79 billion of RCF and undrawn credit facilities with various maturities. TS has a significant FX mismatch, with over 70% of EBITDA generated in Serbian dinars while much of its debt is denominated in euros. However, the dinar has remained broadly stable since 2017. As Bosnia and Herzegovina's convertible marka is pegged to the euro, Fitch views the mismatch as arising mainly from TS's Serbian operations. Issuer Profile TS is a fully integrated central and eastern European telecommunications provider with core operations in Serbia (69% of revenue in 2025), Bosnia & Herzegovina and Montenegro (21% in 2025). 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 TS. 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 ----------- ------ -------- ----- Telekom Srbija a.d. Beograd LT IDR BB- Upgrade B+ senior unsecured LT BB-(EXP) Expected Rating RR4 senior unsecured LT BB- Upgrade RR4 B+ ========= S P A I N ========= SABADELL CONSUMER 1: Fitch Affirms 'BB+sf' Rating on Class D Notes ------------------------------------------------------------------ Fitch Ratings has affirmed Sabadell Consumer Finance Autos 1, FT (SCFA 1) and Sabadell Consumer Finance Autos 2, FT (SCFA 2) note ratings with Stable Outlooks, as detailed below: Entity/Debt Rating Prior ----------- ------ ----- Sabadell Consumer Finance Autos 1, FT Class A ES0305723001 LT AA+sf Affirmed AA+sf Class B ES0305723019 LT Asf Affirmed Asf Class C ES0305723027 LT BBB+sf Affirmed BBB+sf Class D ES0305723035 LT BB+sf Affirmed BB+sf Sabadell Consumer Finance Autos 2, FT Class A ES0305914006 LT AA+sf Affirmed AA+sf Class B ES0305914014 LT AAsf Affirmed AAsf Class C ES0305914022 LT A+sf Affirmed A+sf Class D ES0305914030 LT Asf Affirmed Asf Class E ES0305914048 LT BBB+sf Affirmed BBB+sf Transaction Summary The transactions are static securitisations of portfolios of fully amortising auto loans originated by Sabadell Consumer Finance S.A.U. (SCF), an entity that is fully owned by Banco de Sabadell, S.A. (Sabadell; BBB+/Stable/F2) in Spain. As of the latest reporting dates, the portfolio balances were equivalent to 30% and 87% of their closing balances, respectively, for SCFA 1 and SCFA 2. KEY RATING DRIVERS Partial Asset Assumptions Recalibration: Fitch has updated the remaining life base case default rate for SCFA1 to 2.5% from 3.25%, reflecting the observed and projected portfolio performance while maintaining unchanged all other assumptions. Fitch has also maintained all assumptions unchanged for SCFA 2, with base case default and recovery rates of 4% and 50%, respectively, considering the observed and expected performance of the portfolio. Solid Performance: While Fitch has changed its asset performance outlook for the European ABS sector to deteriorating from neutral, reflecting its expectation that the weakening in recent quarters will persist to end-2026, the key performance indicators for SCFA 1 and SCFA 2 remain solid. Gross cumulative defaults in relation to the initial pool balances were low at 1.5% and 0.4% for SCFA 1 and SCFA 2, respectively, as of the latest reporting date in February 2026. Loans in arrears over 30 days (excluding defaults) were just 0.3% and 0.2% of the current portfolio balances for the deals. Defaults are defined as loans more than 90 days in arrears. Pro-rata Amortisation; Stable Credit Enhancement: Fitch considers both deals to be sufficiently protected by credit enhancement (CE) levels against projected losses at their current ratings. Fitch expects CE ratios to remain broadly stable, considering the ongoing pro-rata amortisation of the notes, which Fitch expects to continue. Fitch believes a switch to sequential amortisation of the notes is unlikely in the short term, given the gap between portfolio performance expectations and defined triggers. However, Fitch expects a switch to sequential for SCFA 1 in the medium term, once the balance of the receivables excluding defaults is below 10% of the initial portfolio balance. Counterparty Arrangements Cap Ratings: The maximum achievable rating for both transactions is 'AA+sf', in line with Fitch's Counterparty Criteria, as the minimum eligibility ratings defined for the transaction account bank and the hedge provider of 'A-' or 'F1' are insufficient to support 'AAAsf' ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Long-term asset performance deterioration such as increased delinquencies or reduced portfolio yield, which could be driven by changes in portfolio characteristics, macroeconomic conditions, business practices or the legislative landscape would be negative for the ratings. For the junior classes, the combination of back-loaded timing of defaults and a late trigger of junior interest deferrals would erode cash flow and could lead to a downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Increasing CE ratios, as the transaction deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher ratings, may lead to upgrades. 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 pools and the transactions. 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. Prior to the transactions' closing, 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. Prior to the transactions' closing, Fitch conducted a review of a small, targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the rating agency about the asset portfolio. 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 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. SABADELL CONSUMO 4: Fitch Assigns 'B(EXP)sf' Rating to Cl. E Notes ------------------------------------------------------------------ Fitch Ratings has assigned Sabadell Consumo 4, FT expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already received. Entity/Debt Rating ----------- ------ Sabadell Consumo 4, FT Class A ES0306040009 LT AA(EXP)sf Expected Rating Class B ES0306040017 LT A(EXP)sf Expected Rating Class C ES0306040025 LT BBB+(EXP)sf Expected Rating Class D ES0306040033 LT BB(EXP)sf Expected Rating Class E ES0306040041 LT B(EXP)sf Expected Rating Class F ES0306040058 LT NR(EXP)sf Expected Rating Class G ES0306040066 LT NR(EXP)sf Expected Rating Transaction Summary Sabadell Consumo, 4 FT is a revolving securitisation of a portfolio of fully amortising general purpose consumer loans originated by Banco de Sabadell, S.A. (Sabadell; BBB+/Stable/F2) in Spain for residents. The portfolio includes pre-approved and on-demand loans, the former being underwritten for existing Sabadell customers based on the borrowers' credit profile and record with the lender. KEY RATING DRIVERS Asset Assumptions Reflect Pool Profile: Fitch set base-case lifetime default and recovery rates of 5.25% and 25% for the portfolio, reflecting the historical data provided by Sabadell, Spain's economic outlook, pool features, and the originator's underwriting and servicing strategies. The estimated lifetime loss rate is 15.2% for the 'AAsf' rating case. Short Revolving Period: The transaction has a seven-month revolving period during which new receivables can be purchased by the special purpose vehicle. Fitch views any credit risk stemming from the revolving period to have been captured by the default multiples. Fitch expects 12.5% of the pool balance to be replenished during the revolving period, assuming an annualised prepayment rate of 10%. Performance Triggers Mitigate Pro Rata: The class A to F notes is repaid pro rata, after the end of the revolving period, unless a sequential amortisation event occurs, due primarily to cumulative defaults exceeding certain thresholds or an uncleared principal deficiency ledger above 0.1% of the closing portfolio balance. Fitch views these triggers as robust enough to prevent the pro rata mechanism from continuing on early signs of a deterioration in performance. Fitch believes the tail risk posed by the pro rata paydown is mitigated by a mandatory switch to sequential amortisation when the outstanding collateral balance falls below 10% of the closing balance. Counterparty Arrangements Cap Ratings: The maximum achievable rating for the notes is 'AA+sf' under Fitch's counterparty criteria. The minimum eligibility rating thresholds defined for the transaction account bank (TAB) of 'A-' and swap counterparty of 'A-' or 'F1' are insufficient to support 'AAAsf' ratings. Immaterial Payment Interruption Risk: Payment interruption risk in the event of a servicer disruption is immaterial up to 'AA+sf,' in line with Fitch's criteria as interest deferability is permitted under the transaction documentation for all the rated notes and does not constitute an event of default. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Long-term asset performance deterioration such as increased delinquencies or reduced portfolio yield, which could be driven by changes in portfolio characteristics, macroeconomic conditions, business practices or the legislative landscape Expected impact on the notes' ratings of increased defaults (class A/B/C/D/E) Increase default rates by 10%: 'A+sf'/'A-sf'/'BBBsf'/'BBsf'/'CCCsf' Increase default rates by 25%: 'Asf'/'BBB+sf'/'BBB-sf'/'B+sf'/'NRsf' Increase default rates by 50%: 'A-sf'/'BBBsf'/'BB+sf'/'CCCsf'/'NRsf' Expected impact on the notes' ratings of reduced recoveries (class A/B/C/D/E) Reduce recovery rates by 10%: 'AA-sf'/'Asf'/'BBB+sf'/'BBsf'/'Bsf' Reduce recovery rates by 25%: 'AA-sf'/'Asf'/'BBBsf'/'BBsf'/'CCCsf' Reduce recovery rates by 50%: 'A+sf'/'A-sf'/'BBB-sf'/'BB-sf'/'NRsf' Expected impact on the notes' ratings of increased defaults and reduced recoveries (class A/B/C/D/E) Increase default rates by 10% and reduce recovery rates by 10%: 'A+sf'/'A-sf'/'BBBsf'/'BBsf'/'CCCsf' Increase default rates by 25% and reduce recovery rates by 25%: 'Asf'/'BBB+sf'/'BB+sf'/'Bsf'/'NRsf' Increase default rates by 50% and reduce recovery rates by 50%: 'BBB+sf'/'BBB-sf'/'BBsf'/'NRsf'/'NRsf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The rating on the senior notes is capped at 'AA+sf' by the documented counterparty replacement provisions under Fitch's Structured Finance and Covered Bonds Counterparty Rating Criteria. For the remaining class notes, increasing credit enhancement ratios as the transaction deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher ratings could lead to upgrades. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Fitch conducted a review of a small, targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the rating agency about the asset portfolio. 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 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. =========================== U N I T E D K I N G D O M =========================== ATLAS FUNDING 2026-1: DBRS Finalizes BB(high) Rating on X2 Certs ---------------------------------------------------------------- DBRS Ratings Limited (Morningstar DBRS) finalised its provisional credit ratings on the residential mortgage-backed notes issued by Atlas Funding 2026-1 PLC (the Issuer) as follows: -- Class A at AAA (sf) -- Class B at AA (sf) -- Class C at A (high) (sf) -- Class D at A (low) (sf) -- Class E at BBB (high) (sf) -- Class X1 at BBB (high) (sf) -- Class X2 at BB (high) (sf) CREDIT RATING RATIONALE The transaction represents the issuance of residential mortgage-backed securities (RMBS) backed by first-lien, buy-to-let (BTL) mortgage loans granted by Lendco Limited (Lendco) in the UK. The Issuer is a bankruptcy-remote special-purpose vehicle (SPV) incorporated in the UK. Lendco is a UK specialist property finance lender that has been offering loans to customers in England and Wales since 2018. Lendco's BTL business targets professional portfolio landlords, often real estate companies, or SPVs, which it acquires through the broker marketplace. This is Lendco's seventh securitisation with the inaugural transaction, Atlas Funding 2021-1, closing in January 2021, then followed by Atlas Funding 2022-1 in May 2022, Atlas Funding 2023-1 in May 2023, Atlas Funding 2024-1 in May 2024, Atlas Funding 2025-1 in April 2025, and Atlas Funding 2025-2 in November 2025. Liquidity in the transaction is provided by the combination of a liquidity facility (LF) available from closing and a liquidity reserve fund (LRF) that will be funded through excess spread. The LF shall cover senior costs and expenses, senior swap payments, and interest shortfalls on the Class A notes only whereas the LRF shall cover the same items plus interest shortfalls on the Class B notes. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover senior costs and expenses as well as interest shortfalls on the senior-most class of notes outstanding but subject to some conditions for the Class B to Class E notes. Interest shortfalls on the Class B to Class E notes, as long as they are not the most senior class outstanding, shall be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the Notes are fully redeemed. The transaction also features two fixed-to-floating interest rate swaps, given the presence of a large portion of fixed-rate loans (with a compulsory reversion to floating in the future), while the liabilities pay a coupon linked to Sonia. Regarding note amortisation, the structure initially operates on a pro rata basis and switches to sequential amortisation upon the occurrence of a Sequential Payment Trigger Event, linked to portfolio performance and seasoning thresholds. These triggers are irreversible; once breached, the structure cannot revert to pro rata amortisation. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement; -- The mortgage portfolio's credit quality and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analysed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Loan Notes and the Class A, Class B, Class C, Class D, Class E, Class X1, and Class X2 notes according to the terms of the transaction documents; -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology and the presence of legal opinions that address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated notes are the related interest amounts and the related class balances. Morningstar DBRS' credit ratings on the rated notes also address the credit risk associated with the increased rate of interest applicable to each of the rated notes if the rated notes are not redeemed on the Optional Redemption Date (as defined in and) in accordance with the applicable transaction documents. Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Morningstar DBRS analysed the transaction structure in Intex DealMaker, considering the default rates at which the rated notes did not return all specified cash flows. Notes: All figures are in British pound sterling unless otherwise noted. CURZON MORTGAGES 2: DBRS Finalizes 'B(sf)' Rating on Class X Notes ------------------------------------------------------------------ DBRS Ratings Limited (Morningstar DBRS) finalised its provisional credit ratings on the residential mortgage-backed notes issued by Curzon Mortgages No.2 PLC (the Issuer) as follows: -- Class A at AAA (sf) -- Class B at AA (low) (sf) -- Class C at A (low) (sf) -- Class D at BBB (low) (sf) -- Class E at BB (low) (sf) -- Class F at B (high) (sf) -- Class G at B (high) (sf) -- Class X at B (sf) Morningstar DBRS does not rate the Class Z or Class R notes or the Class X1, Class X2, or Class Y certificates also issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote special-purpose vehicle (SPV) incorporated in England and Wales. The transaction represents the issuance of residential mortgage-backed securities (RMBS) backed by owner-occupied (OO) mortgage loans originated by Landmark Mortgages Limited, formerly known as Northern Rock plc and Northern Rock (Asset Management) plc, which is the Original Lender as per transaction documents. Topaz Finance Limited (TFL) acts as the Servicer of the transaction. On the closing date, Curzon Mortgages PLC (Curzon 1) sold the portfolio to Isle of Wight Home Loans Limited (IOW or the Seller), an SPV fully owned by Barclays Bank PLC (Barclays). On the same date, the Seller transferred the portfolio to the Issuer. Curzon 2 is a securitisation where the Seller is not the originator or servicer of the loan portfolio. This poses more risks than a traditional RMBS transaction, where the originator remains a mortgage lender in the jurisdiction of the securitised portfolio and services the assets, and consequently has a contractual duty and commercial incentives to support the securitisation of its assets. Furthermore, the transaction involves more than one sale of the underlying portfolio through different SPVs, which results in representations and warranties that are more limited than usual. Morningstar DBRS reviewed legal opinions on the validity of the transfers (from the vendors to the Seller and from the Seller to Curzon 1 that took place on the Curzon 1 transaction's closing date as well as from Curzon 1 to the Seller and from the Seller to the Issuer that took place on the closing date for this transaction). Citibank N.A./London Branch acts as the Issuer Account Bank, and HSBC Bank plc was appointed as the Collection Account Bank. Morningstar DBRS privately rates both entities, which meet the eligible credit ratings in structured finance transactions and are consistent with the credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions". The initial mortgage portfolio consists of GBP 533 million of first-lien OO mortgages secured by properties in the UK. More than half (58.5% by loan balance) of the loans in the portfolio have a flexible feature with the flexible loan amount totalling 2.4% of the portfolio balance. In practice, however, a required affordability assessment prevents most borrowers from redrawing any overpayments. The pool comprises around 19.7% of loans that are three or more months in arrears with 67.7% of the pool balance currently clear of arrears. Although stabilising in H2 2025, in addition to the pool's three-month arrears increasing since early 2023, longer arrears (i.e., 12 months or longer) have also been increasing. Interest-only (IO) loans, including part and part loans, make up 54.8% of the mortgage portfolio, where the principal is repaid bullet at loan maturity. This poses a risk at loan maturity if the borrower does not have a repayment strategy in place or is unable to refinance before the maturity date. About 2% of the IO loans have matured in the past and are technically in default status while still, in most cases, paying their regular IO instalments. An additional 28% of these IO loans is scheduled to mature in the next five years. The mortgage portfolio is more than 19 years seasoned on a weighted-average (WA) basis, which is considered a credit positive. The WA current indexed loan-to-value ratio (WA ILTV) of the mortgage portfolio is 55.8% (as calculated by Morningstar DBRS). The proportion of loans with a WA ILTV of higher than 80% is approximately 7.3%, which reflects favourable house price movements that allowed for the buildup of significant borrower equity despite the high original WA LTV of the portfolio at 87.9% and the IO nature of much of the pool. The transaction benefits from a nonamortising general reserve fund (GRF), which provides liquidity and credit support to the Class A to Class G notes, and an amortising liquidity reserve fund (LRF), which provides liquidity support to the Class A and Class B notes. The GRF was established and fully funded at closing and has a target amount of 0.75% of the initial portfolio balance. The LRF was also established and fully funded at closing and sized at the lower of 0.5% of the Class A and Class B notes' initial balance and 1.0% of the Class A and Class B notes' outstanding balance before a LRF Trigger Event occurs (i.e., when the GRF amount is lower than 0.6% of the initial portfolio) and at 1.5% of the Class A and Class B notes' balance while the event is ongoing. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement; -- The mortgage portfolio's credit quality and the servicer's ability to perform collection and resolution activities. Morningstar DBRS estimated stress-level probability of default (PD), loss given default (LGD), and expected losses (EL) on the mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as inputs into the cash flow engine and analysed the mortgage portfolio in accordance with its "European RMBS Insight Methodology"; -- The transaction's ability to withstand stressed cash flow assumptions and repay the Class A, Class B, Class C, Class D, Class E, Class F, Class G, and Class X notes according to the terms of the transaction documents; -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as a downgrade, and replacement language in the transaction documents; -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland of AA with a Stable trend as of the date of this press release; and -- The consistency of the transaction's legal structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" and the presence of legal opinions that address the assignment of the assets to the Issuer. Morningstar DBRS' credit ratings on the rated notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the rated notes are the related interest amounts and the related class balances. Morningstar DBRS' credit ratings on the rated notes also address the credit risk associated with the increased rate of interest applicable to each of the rated notes if the rated notes are not redeemed on the Optional Redemption Date (as defined in and) in accordance with the applicable transaction document(s). Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction document(s) that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in British pound sterling unless otherwise noted. ENQUEST PLC: Fitch Puts 'B+' Final Rating to $675M Sr. Unsec. Notes ------------------------------------------------------------------- Fitch Ratings has assigned EnQuest PLC's USD675 million 9.875% senior unsecured notes due 2031 a final rating of 'B+'. The Recovery Rating is 'RR3'. Proceeds will repay existing senior unsecured debt, cover fees and expenses, and be retained as cash on the balance sheet. The company's 'B' Long-Term Issuer Default Rating (IDR), which has a Stable Outlook, reflects its small scale in terms of both production and reserves, high cash costs, significant payments for decommissioning and its operations in a high-tax jurisdiction. These are mitigated by the company's moderate financial leverage, good liquidity, strong operational record, increasing geographic diversification and substantial base of accumulated income tax losses. Key Rating Drivers Small Scale Independent Producer: EnQuest's production reached about 43 kboe/d in 2025 from its proven and probable (2P) reserve base of 163 million (mm) boe (of which 127 mmboe are proven (1P)) at end-2025, which positions it as one of the smallest oil and gas producers in its peer group. Fitch expects EnQuest's production to remain mostly flat at 40-45kboe/d until end-2030, as natural field decline will be offset by the company's ongoing production optimisation activities, as well as new assets acquired in Vietnam in 2025. The company's relatively small production and reserves scale is likely to remain the key rating constraint for the foreseeable future. Adequate Reserve Life: While overall scale is small, the company's reserve life is better than some other UKCS-focused producers with a 1P reserve life of about eight years and a 2P reserve life of about 10 years. This gives the company some flexibility in the timing of capex and inorganic spending. While not factored into its analysis, the company also has a substantial base of 2C resources of about 452 mmboe, which provides scope for organic reserve replacement. High Cash Costs: Fitch expects EnQuest's total cash operating costs, including production and transportation costs, G&A and Fitch's adjustments for leases, to remain high at USD25-30/boe through 2030. This results in lower unit profitability and higher break-even prices for the company's assets compared with peers. The company's high costs are partially offset by favourable price realisations, given EnQuest's high share of liquids production compared with peers. Improving Geographic Diversification: EnQuest is a UKCS-focussed producer, with the North Sea accounting for about 84% of segment revenue in 2025. Fitch expects the company to continue to generate most of its earnings from UK operations, but also expect the 2025 acquisition of assets in Vietnam, which generate about 5kboe/d of run-rate production and continued investment into the company's existing Malaysian assets, to provide a modestly growing base of non-UK volumes and earnings, helping to offset field declines in the UK. Moderate Leverage: Fitch expects the company's Fitch-defined FFO leverage to average about 2.5x by end-2030, while FFO net leverage will average about 1.1x, which Fitch views as manageable. Management maintains a mid-cycle net debt-to-EBITDA target of 0.5x, which Fitch views as positive. However, Fitch focuses on FFO-based leverage metrics, as they better capture the company's significant cash outlays for decommissioning and income taxes. UKCS Taxes Manageable: Fitch believes the UK government's combined tax rate of 78% on oil and gas producers will be manageable for EnQuest, given its material base of accumulated tax losses, which should allow it to offset future profits, and the relief mechanism under the Energy Profit Levy in periods when both oil and gas prices are very low. Fitch assumes the annual tax payments will average about USD45 million by end-2030. However, the lack of clarity on the evolution of taxation in the UKCS reduces longer-term cash flow visibility. Good Operational Record: The company's assets are mostly mature and subject to gradual field declines, but EnQuest has a strong record of maintaining high asset uptime and optimising production volumes through enhanced oil recovery techniques and other measures. Peer Analysis Trident Energy, L.P. (B+/Stable), Talos Energy Inc. (B/Stable) and W&T Offshore, Inc. (B-/Stable) have business models similar to EnQuest's, focussing on acquiring and operating mature assets with low decline rates, limited exposure to greenfield projects and disciplined capital deployment. This supports stable production and modest capex across the peer group. All three also maintain manageable through-the-cycle leverage. Talos is the largest peer, with production of about 95 kboe/d, followed by Trident at about 70 kboe/d. W&T is smaller than EnQuest at about 35 kboe/d. Trident has the largest reserves, with 2P reserves of 344 mmboe, materially higher than Talos's 278 mmboe and W&T's 242 mmboe. Talos's reserve life is shorter than EnQuest's, which reflects faster depletion. W&T's proved reserves are similar to EnQuest's, but its 2P reserves are higher. Operating costs differentiate the group. Trident and Talos have lower unit operating cash costs of about USD20/bbl, compared with EnQuest's USD25-30/bbl. However, EnQuest benefits from higher price realisations because of its high share of liquids production. W&T is weaker at about USD30/bbl, although it has lower capital intensity. EnQuest and Talos have similar capital intensity. Given EnQuest's exposure to a higher-tax jurisdiction, Fitch uses FFO-based metrics to compare it with peers in lower-tax jurisdictions. Fitch expects EnQuest's through-the-cycle FFO gross leverage to stay about 3.0x. This is higher than Talos' and Trident's FFO gross leverage of 1.5-1.8x, but below W&T's at about 4x. Fitch’s Key Rating-Case Assumptions - Oil and gas prices in-line with Fitch's base case price deck -Production averaging 40-45 kboe/d by end-2030 - Capex averaging USD100 million per year by end-2030 - Taxes averaging USD42 million per year by end-2030 - Decomissioning expenditure averaging USD65 million per year by end-2030 - Successful bond issuance in 2026 used to refinance existing debt with no material increase in total gross debt 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 (b+, Lower), Market and Competitive Positioning (b, Higher), Diversification and Asset Quality (b, Moderate), Company Operational Characteristics (b-, Moderate), Profitability (b-, Higher), Financial Structure (bbb-, Moderate), and Financial Flexibility (b+, Moderate). - The quantitative financial subfactors are based on standard CRT financial period parameters: 20% weight for the latest historical year 2025, 40% for the forecast year 2026 and 40% for the forecast year 2027. - 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 its recovery analysis assumes that EnQuest would be reorganised as a going concern (GC) in bankruptcy rather than liquidated. EnQuest's GC EBITDA of USD225 million reflects its view on EBITDA generation from the group's assets, assuming a severe downturn in oil prices followed by a recovery to below USD50/bbl. Fitch has applied an enterprise value (EV)/EBITDA multiple of 4x to calculate a GC EV, which reflects the small scale of the company's assets partially offset by their presence in the UK North Sea with significant associated tax losses. The contemplated senior unsecured notes are subordinated to the USD400 million cash tranche of the company's reserve-based loan (RBL). The notes rank pari passu with the GBP42 million working capital facility, and USD22 million vendor loan. The notes are guaranteed on a senior subordinated basis by subsidiaries contributing 90% of EnQuest's assets and 100% of its revenue. For the purposes of its recovery calculations, Fitch reflects that the proceeds from the notes issuance will be used, among other things, to repay the USD465 million high-yield bond and the GBP133 million retail bond. For its recovery analysis, Fitch assumes that both the senior secured RBL and the senior unsecured SVT working capital facility are fully drawn. Its analysis, after deducting 10% for administrative claims, generated a waterfall-generated recovery computation in the 'RR3' band, indicating a 'B+' instrument rating. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Failure to maintain production above 40kboe/d on a sustained basis - Fitch-defined FFO leverage above 3x or FFO net leverage above 2x on a sustained basis - Increase in liquidity and refinancing risk Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Increasing production to over 70kboe/d on a sustained basis while maintaining an adequate reserve life - Fitch-defined FFO leverage below 2x or FFO net leverage below 1x on a sustained basis Liquidity and Debt Structure EnQuest's liquidity at end-2025 comprised USD266 million of cash and a fully undrawn USD400 million RBL facility maturing in 2031. This comfortably covers short-term debt of about USD60 million. Proceeds from the issuance of USD675 million senior unsecured notes due 2031 have been earmarked for the repayment of the company's existing senior unsecured notes and the retail bond. Pro forma for the assumed refinancing of the company's existing notes, as well as related fees, expenses and any applicable redemption premium, Fitch estimates that cash balances will be mostly unchanged. Issuer Profile EnQuest plc is an independent oil & gas exploration and production company, primarily active in the UK North Sea as well as in Southeast Asia (Malaysia, Vietnam, Brunei). Date of Relevant Committee 17-Apr-2026 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 Climate.VS for 2035 for EnQuest PLC is 53, which is average for oil and gas production companies. This does not affect the ratings currently as the energy transition is expected to occur over a very long timescale and there continues to be a high level of uncertainty over the pace and form of the transition. Any impact on the rating may differ from the illustrative rating impact in the Climate.VS framework, reflecting the evolution of Fitch's assessment of the global risks, action the entity might take to adapt to or mitigate the exposure, and any other relevant factors. 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 ----------- ------ -------- ----- EnQuest PLC senior unsecured LT B+ New Rating RR3 B+(EXP) SATUS 2026-1: DBRS Finalizes 'BB(high)' Rating on Class E Notes --------------------------------------------------------------- DBRS Ratings Limited (Morningstar DBRS) finalised its provisional credit ratings on the following classes of notes (collectively, the Rated Notes) issued by Satus 2026-1 plc (the Issuer): -- Class A Notes at AAA (sf) -- Class B Notes at AA (sf) -- Class C Notes at A (low) -- Class D Notes at BBB (sf) -- Class E Notes at BB (high) Morningstar DBRS did not assign a credit rating to the Class F Notes also issued in this transaction. The transaction is a securitisation of a portfolio of hire purchase (HP) and personal contract purchase (PCP) loans granted by Startline Motor Finance Limited (Startline) to borrowers residing in England, Scotland and Wales. Startline will also act as the initial servicer for the transaction. Startline is a noncaptive lender offering, inter alia, HP and PCP auto loans to near-prime customers. The initial pool of receivables comprises HP (86.4%) and PCP (13.6%). All loans are granted to individual customers, and all the receivables are represented by used vehicles. All PCP contracts feature a guaranteed future value (GFV). The GFV affords the borrower the option, but not the obligation, to turn in the purchased vehicle at contract maturity as an alternative to repaying or refinancing the final balloon payment. The inclusion of GFVs introduces residual value (RV) risk to the transaction. CREDIT RATING RATIONALE Morningstar DBRS based its credit ratings on the following analytical considerations: -- The transaction's structure, including the form and sufficiency of the available credit enhancement to withstand stressed cash flow assumptions and repay the Issuer's financial obligations according to the terms under which the Rated Notes are issued; -- The credit quality of Startline's portfolio, the characteristics of the collateral, its historical performance, and Morningstar DBRS-projected behaviour under various stress scenarios; -- Startline's capabilities with respect to originations, underwriting, and servicing, and its position in the market and financial strength; -- The operational risk review of Startline, which Morningstar DBRS deems to be an acceptable servicer; -- The transaction parties' financial strength with regard to their respective roles; -- The consistency of the transaction's structure with Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions"; and -- Morningstar DBRS' sovereign credit rating on the United Kingdom of Great Britain and Northern Ireland, currently at AA with a Stable trend. TRANSACTION STRUCTURE The transaction incorporates separate interest and principal waterfalls that allow for the fully sequential payment of both interest and principal on the Rated Notes. Available interest collections are available to cover principal deficiencies in relation to each of the Rated Notes after interest has been paid in relation to the same class of Rated Notes. The transaction benefits from a senior and a junior liquidity reserve fund. As of the closing date, only the senior liquidity reserve fund is funded, whereas the junior liquidity reserve fund is funded upon the full redemption of the Class B Notes. The senior liquidity reserve fund is designed to provide liquidity coverage for senior fees and expenses and interest on the Class A Notes and Class B Notes (for the latter, with conditions). Once the Class B Notes are repaid, the senior liquidity reserve fund will provide liquidity coverage to the Class C Notes. The junior liquidity reserve fund, funded from the proceeds of the excess senior liquidity reserve fund upon the redemption of the Class B Notes, is designed to provide liquidity support to senior costs and expenses, and the Class D Notes and Class E Notes (for the latter, with conditions). The reserves provide limited ultimate credit enhancement to the transaction as excess amounts are released as available interest collections and may be available to cover principal deficiency ledgers. All underlying contracts are fixed rate while the Rated Notes are floating rate. Interest rate risk is mitigated through an interest rate swap. COUNTERPARTIES U.S. Bank Europe DAC, UK Branch (U.S. Bank) is appointed as the Issuer's account bank for the transaction. Morningstar DBRS privately rates U.S. Bank and has concluded that it meets the minimum criteria to act in this capacity. The transaction documents contain downgrade provisions relating to the account bank consistent with Morningstar DBRS' legal criteria. The Issuer's accounts include the J.P. Morgan SE (JPMSE) is appointed as the swap counterparty for the transaction. Morningstar DBRS privately rates JPMSE and has concluded that it meets the minimum criteria to act in this capacity. The hedging documents contain downgrade provisions relating to the swap counterparty consistent with Morningstar DBRS' derivatives criteria. Morningstar DBRS' credit ratings on the Rated Notes address the credit risk associated with the identified financial obligations in accordance with the relevant transaction documents. The associated financial obligations for each of the Rated Notes are the related interest amount and the related principal amount outstanding. Morningstar DBRS' credit ratings do not address nonpayment risk associated with contractual payment obligations contemplated in the applicable transaction documents that are not financial obligations. Morningstar DBRS' long-term credit ratings provide opinions on risk of default. Morningstar DBRS considers risk of default to be the risk that an issuer will fail to satisfy the financial obligations in accordance with the terms under which a long-term obligation has been issued. Notes: All figures are in British pound sterling unless otherwise noted. SYNTHOMER PLC: Moody's Affirms Caa1 CFR, Keeps Negative Outlook --------------------------------------------------------------- Moody's Ratings has affirmed Synthomer plc's Caa1 corporate family rating and downgraded the instrument rating of the backed senior unsecured notes due May 2029 to Caa2 from Caa1. Moody's have upgraded and appended a limited default (/LD) designation to Synthomer's probability of default rating (PDR), revising it to Caa1-PD/LD from Caa3-PD. The outlook remains negative. Moody's appended the "/LD" designation to the PDR to signal that a limited default on Synthomer's EUR300 million revolving credit facility (RCF) originally maturing in July 2027 and the UK Export Finance (UKEF) facilities, consisting of a EUR288 million and $230 million tranche, originally maturing in October 2027 (all unrated) has occurred. The designation reflects Moody's views that the recently completed maturity extension of these facilities constitutes a distressed exchange. The "/LD" component will be removed after three business days. Accordingly, the PDR will be revised back to Caa1-PD. On April 30, with the release of its financial year 2025 results, the company has announced that it has extended the maturity of its RCF and UKEF facilities by 19 and 16 months, respectively, to February 2029. As part of the refinancing transaction, the company has granted a comprehensive security and guarantee package to the lenders of those facilities and agreed a relaxation of the attached financial covenants. RATINGS RATIONALE The downgrade of the instrument rating of Synthomer's EUR350 million senior unsecured notes due May 2029 from Caa1 to Caa2 reflects the subordination of the senior unsecured notes against the RCF and UKEF facilities that resulted from the refinancing transaction that management has just completed, as the facilities now benefit from a security package while the notes remain unsecured. Moody's views the extension of the facilities as credit positive because it addresses the near-term refinancing risk that the company was facing and provides additional flexibility under its financial covenants for which headroom was tightening. However, Synthomer's rating continues to be weakly positioned, as expressed by the negative outlook. Moody's expects the company's operating performance and credit metrics to remain weak for the next 12-18 months. Absent any business disposals or equity issuance, it will remain challenging for the company to achieve a meaningful reduction in its financial leverage, despite management's clear commitment and its medium-term net leverage target of 1 to 2x. For the year ended December 31, 2025, Moody's estimates that Moody's-adjusted gross leverage was at 7.2x and forecast only a slight decrease to around 7.0x by the end of 2026. Such improvement is contingent on stabilising revenues and further cost savings measures. Moody's forecasts Synthomer's free cash flow (Moody's-adjusted) to be slightly negative over the next two years, but expect its liquidity to be sufficient to absorb the cash burn. ESG CONSIDERATIONS Moody's views Synthomer's recent refinancing transaction as a distressed exchange, which is a reflection of its somewhat aggressive financial policy in the past, with debt-funded acquisitions that have also contributed to its high leverage levels. As such, governance considerations were a material driver for this rating action. However, Moody's understands that the company is committed to reduce its leverage and maintain a balanced financial policy. RATING OUTLOOK The negative outlook reflects Moody's expectations that the company will not achieve material deleveraging or positive free cash flow generation over the next 12-18 months, absent any business disposals. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The negative outlook indicates that a ratings upgrade is unlikely over the next 12-18 months. However, an upgrade would require the company to achieve a material improvement in operating performance, driving growth in revenue and Moody's-adjusted EBITDA and resulting in Moody-adjusted debt/EBITDA sustainably declining to around 6.5x; generate consistently positive Moody-adjusted free cash flow and maintain good liquidity; and establish a clear strategy to proactively address upcoming debt maturities. The ratings could be downgraded if Synthomer's liquidity deteriorates as a result of sustained cash burn or it fails to retain sufficient headroom under its financial covenants. LIQUIDITY PROFILE Moody's considers Synthomer's liquidity to be adequate. At the end of December 2025, Synthomer reported cash on balance sheet of GBP189.9 million. In addition, the company has access to its EUR300 million RCF which was partially drawn by GBP48 million as of December 31, 2025, primarily to meet seasonal working capital requirements and to support a bond repayment. On December 31, 2025, the company reported a net leverage of 4.7x (covenant definition) and following the recently agreed covenant relief, Moody's expects the company to maintain sufficient headroom against the 6.25x target level applicable from end of 2026. STRUCTURAL CONSIDERATIONS The Caa2 rating of the EUR350 million backed senior unsecured notes due May 2029 is one notch below the Caa1 CFR, and reflects its junior position against the company's UKEF facilities which are 80% guaranteed by the UK Government, and the EUR300 million RCF, both maturing in February 2029, following the recent maturity extension. The financial covenants of the UKEF facilities and the RCF are aligned and include a net leverage covenant set at 6.25x from year-end 2026, stepping down to 5.25x end of 2027 and 4.25x end of 2028. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Chemicals published in February 2026. The differential between Synthomer's assigned rating and the scorecard outcome reflects the company's currently very high financial leverage and Moody's expectations of continued negative free cash flow generation which constrains deleveraging potential. CORPORATE PROFILE Synthomer plc is a leading supplier of high-performance specialty polymers and ingredients for coatings, construction, adhesives, and healthcare end markets. It operates 31 plants in 24 countries and has a significant presence in Europe, the US, the Middle East, and Asia. Synthomer is headquartered and listed in the UK and had a market capitalisation of around GBP155 million as of May 01, 2026. ********* 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. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. 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