251209.mbx

251209.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 Tuesday, December 9, 2025, Vol. 26, No. 245 Headlines F R A N C E CARMAT SA: Court OKs Receivership Sale Plan, Gets EUR110M Funding EUTELSAT COMMUNICATIONS: Fitch Hikes IDR to 'BB', Outlook Stable G E O R G I A TBC LEASING: Fitch 'BB' Long-Term IDR, Alters Outlook to Stable G E R M A N Y SCHOEN KLINIK: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable I R E L A N D ARES EUROPEAN XXIII: Fitch Assigns B-sf Final Rating to Cl. F Notes BAIN CAPITAL 2025-3: Fitch Assigns B-(EXP)sf Rating to Cl. F Notes NORTH WESTERLY VI: Fitch Assigns B-(EXP)sf Rating to Cl. F-R Notes R O M A N I A CEC BANK: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable GARANTI BANK: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable S P A I N ALMIRALL SA: Moody's Rates New EUR250MM Sr. Unsecured Notes 'Ba2' AYT COLATERALES VITAL I: Moody's Ups Rating on Cl. D Notes From Ba2 MASORANGE HOLDCO: Fitch Upgrades Long-Term IDR From 'BB' NATRA: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable SEASHELL BIDCO: Fitch Assigns 'B(EXP)' LongTerm IDR, Outlook Stable [] Moody's Takes Action on 19 Notes from 6 Spanish RMBS Deals U N I T E D K I N G D O M BYC SURGERY: Richard J Smith Appointed as Joint Administrators CLEAN TECH EVENTS: Opus Restructuring Appointed as Administrators COURIE INVESTMENTS: Interpath Appointed as Joint Administrators DIGNITY FINANCE: Fitch Hikes Rating on Class B Notes to 'B-' EALBROOK 2025-1: Fitch Assigns 'BB+sf' Rating to Two Tranches GLOBAVISTA: RMT Accountants Appointed as Administrators JNFX LIMITED: Azets Holdings Appointed as Joint Administrators M & A METALS: FRP Advisory Appointed as Joint Administrators PASCOE HOMES: Leonard Curtis Appointed as Joint Administrators PAYSAFE GROUP: Moody's Affirms 'B2' CFR, Alters Outlook to Stable PEPCO GROUP: Moody's Upgrades CFR to Ba2, Outlook Remains Stable PERSONA MEDIA: Lucas Ross Appointed as Administrator TOGETHER FINANCIAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable WRIGHT HASSALL: Leonard Curtis Appointed as Joint Administrators - - - - - =========== F R A N C E =========== CARMAT SA: Court OKs Receivership Sale Plan, Gets EUR110M Funding ----------------------------------------------------------------- CARMAT provides an update on the ongoing receivership procedure. Update on the ongoing receivership procedure: On November 4, 2025, CARMAT had announced it had received a takeover bid within the context of a sales plan(2), following a second call for public tenders (buyers or investors) initiated by the judiciary administrator, and said that this Bid was expected to be assessed by the Versailles Economic Court(3) during a hearing scheduled on November 25, 2025. Following this hearing, the Court opted for this Bid and approved the sale plan to CARMAT SAS, by a decision rendered on December 1, 2025. "CARMAT SAS", is a simplified joint stock company(4) set-up for the purpose of the Bid, share capital of which is currently held by LOHAS S.a.r.l, a company controlled by Mr. Pierre Bastid who is CARMAT's Chairman of the Board and holds about 17% of CARMAT shares. Going forward, CARMAT's activities will thus continue and be operated by CARMAT SAS. The Bid is underpinned by a new strategy, particularly focused on pursuing activities to access the US market, initiating a clinical study with a view to get the destination therapy indication in Europe within the next 2 to 3 years, and in the short-term, a more targeted commercial development. It includes the retention of 88 employees, the acquisition of CARMAT's assets, the continuation of the vast majority of its contracts and a significant cash-burn reduction. It provides for a total funding of EUR110m, including EUR10m available right away and EUR20m early 2026, in both instances, jointly provided by Lohas and Sante Holdings(5) which is another CARMAT's historical shareholder. The Company draws attention to the fact that if the Bid allows for the continuation of CARMAT's activities within CARMAT SAS, it will lead to the liquidation of CARMAT SA (under the rules applicable to judicial liquidations), and that given CARMAT's level of liabilities and the terms of the Bid, it is highly probable that the shareholders will lose the total value of their investment, while a major part of CARMAT's creditors will incur a very significant loss of up to the total value of their receivables. It is also reminded that the liquidation of the Company implies the delisting of its shares from Euronext Growth (Paris). Next steps: As the Court set the effective date of the sale plan on December 1, 2025, CARMAT's activities continue and are now operated by CARMAT SAS from that date. In particular, patients currently benefitting from Aeson(R) will, going forward, be supported by CARMAT SAS. Trading of CARMAT shares (ISIN code: FR0010907956, Ticker: ALCAR) remains suspended and it is highly probable that it will not resume ahead of the forthcoming delisting of the shares from Euronext Growth (Paris). Further press releases will be issued if and when required. About CARMAT CARMAT is a French MedTech that designs, manufactures and markets the Aeson(R) artificial heart. The Company's ambition is to make Aeson(R) the first alternative to a heart transplant, and thus provide a therapeutic solution to people suffering from end-stage biventricular heart failure, who are facing a well-known shortfall in available human grafts. The world's first physiological artificial heart that is highly hemocompatible, pulsatile and self-regulated, Aeson(R) could save, every year, the lives of thousands of patients waiting for a heart transplant. The device offers patients quality of life and mobility thanks to its ergonomic and portable external power supply system that is continuously connected to the implanted prosthesis. Aeson(R) is commercially available as a bridge to transplant in the European Union and other countries that recognize CE marking. Aeson(R) is also currently being assessed within the framework of an Early Feasibility Study (EFS) in the United States. Founded in 2008, CARMAT is based in the Paris region, with its head offices located in Vélizy-Villacoublay and its production site in Bois-d'Arcy. CARMAT is listed on the Euronext Growth market in Paris (Ticker: ALCAR / ISIN code: FR0010907956). EUTELSAT COMMUNICATIONS: Fitch Hikes IDR to 'BB', Outlook Stable ---------------------------------------------------------------- Fitch Ratings has upgraded Eutelsat Communications S.A.'s Long-Term Issuer Default Rating (IDR) to 'BB' from 'B' and its senior unsecured rating to 'BB', from 'CCC+'. Fitch has removed the ratings from Rating Watch Positive (RWP). The Outlook is Stable and Fitch has revised the Recovery Rating to 'RR4', from 'RR6'. Fitch also affirmed Eutelsat S.A.'s (ESA) IDR at 'BB' with Stable Outlook and its senior unsecured debt rating at 'BB'/'RR4'. The RWP resolution follows the company's launch of a EUR828 million capital increase, which was subscribed by its key shareholders, and a EUR670 million rights issue, with a subscription commitment of EUR475 million, taking the total expected capital increase to EUR1.5 billion. This has greatly improved Eutelsat's leverage and funding, which should be broadly sufficient to finance investments in its low earth orbit (LEO) constellation at least in the short-to-medium term. Fitch expects net leverage to remain below 4x which drives the Stable Outlook. Key Rating Drivers Large Equity Contribution: The shareholder equity injection greatly reduces Eutelsat's leverage and improves its funding. The company expects to receive EUR1.5 billion cash in total by end-2025, equal to almost 3x of Fitch-expected EBITDA for FY26 (year-end June). Fitch estimates this will reduce net debt/EBITDA to near 2.4x at FYE26. The capital increase is broadly sufficient to fund the company's capex programme in the short to medium term and strengthens prospects for funding access to export credit agencies and debt markets. Government Support: Eutelsat's rating incorporates a one-notch uplift for government support from its 'x' Standalone Credit Profile (SCP). Fitch estimates the support score at 15, to which Fitch applies an overlay, leading to 'Modest Expectations' of support. The support reflects the strategic importance of LEO assets, Eutelsat's instrumental role in the future IRIS2 constellation and demonstrated timely state support. The French government will own close to 30% of Eutelsat following the completion of the capital increase, with the UK government holding close to 11%. Ambitious Capex, Negative FCF: Fitch expects Eutelsat to generate substantial negative free cash flow (FCF) at least in the medium term due to investments in maintaining the capabilities of its LEO satellite constellation and then launching new satellites in conjunction with a later migration to the EU-sponsored IRIS2 platform. Management estimated total capex, until IRIS2 becomes fully operational, at EUR4.2 billion, which will result in deeply negative FCF at least over the medium term. Fitch estimates cumulative cash burn at above EUR2 billion over FY26-FY29. LEO Growth: Fitch expects LEO revenues to grow substantially, driven by strong demand for LEO connectivity but also helped by the completion of Eutelsat's ground station network and securing additional landing rights, including where these are missing (as in India). LEO capabilities are strategically important, and Fitch believes LEO revenues from government services, and from some large corporates, will be helped by sovereign considerations. Like-for-like LEO revenues grew 71% in 1QFY26 from a year before. Low LEO Revenue Visibility: Commercial LEO services are typically provided without long-term commitments and contain a significant share of equipment revenues, leading to low visibility. LEO revenues were down 20% in 1QFY26 from the previous quarter, reflecting a decline in terminal equipment sales. Increasing LEO Competition: Fitch expects LEO competition to further intensify in the short to medium term as new LEO operators are launching services that will likely lead to pricing pressures. Starlink that operates a significantly denser LEO satellite network, offers a wide range of flat-panel end-user equipment and has started to offer service-level agreements tailored for B2B customers, in direct competition with Eutelsat's B2B-oriented services. Amazon's LEO has announced a test of new enterprise-focused solutions ahead of its planned broader commercial roll-out in 2026. Chinese constellations and Canada-based Telesat are also preparing for service launch soon. GEO Structural Challenges: Eutelsat's revenues from traditional geosynchronous earth orbit (GEO)-enabled services are likely to remain under pressure in its view, with the TV-related video subsector hit by structurally lower usage of linear TV, while the non-video subsectors are suffering from the wider adoption of LEO technology. Video and GEO connectivity revenues were down by 11% and 10% year on year, respectively, in 1QFY26. Group-Level Funding: Fitch equalised the ratings of Eutelsat and ESA as the latter is increasingly involved in developing joint group operations with OneWeb, but also as the company announced plans to issue debt at only the top consolidating entity of the group. Fitch believes This effectively implies that debt at the ESA level will be progressively refinanced. Fitch, therefore, expects the ring-fencing provisions around ESA to fall away. 'bb-' Groupwide Credit Profile: Fitch considers Eutelsat's SCP to be 'bb-' following the large cash equity injection. The company continues to face significant operating challenges, but funding and refinancing uncertainty in the short to medium term has considerably reduced. Fitch projects leverage to be under 4x if the company performs broadly in line with the low end of its guidance. Increasing Leverage: Fitch expects Eutelsat's leverage to increase to above 3.5x by FEY28 from a Fitch-projected 2.4x at FYE26, as capex-driven cash burn outpaces EBITDA improvement. Fitch projects leverage to stabilise by FY29. Deleveraging will primarily hinge on growing LEO revenues and improving profitability as capex is unlikely to abate until the IRIS2 constellation is fully operational. Peer Analysis Eutelsat's strategy of developing a LEO constellation through the merger with OneWeb contrasts with SES S.A.'s (BBB/Negative) focus on building a high-capacity, medium earth orbit constellation with reasonably low latency to allow for time delay-sensitive applications, such as video conferencing. This difference may become less pronounced when both operators participate in the IRIS2 constellation. Eutelsat's leverage thresholds for the rating are tighter than for single-country, integrated European telecoms operators such as Royal KPN N.V. (BBB/Stable), reflecting lower revenue visibility, higher execution risks, and the negative EBITDA and FCF generation of LEO services. Eutelsat has lower leverage than Viasat, Inc. (B/Stable), which is more diversified but has higher leverage than SES. It also faces higher execution risks around its LEO strategy and more challenging capex requirements. Fitch’s Key Rating-Case Assumptions - Mid-to-high single-digit revenue declines in GEO-enabled service subsectors - Strong growth of LEO revenues exceeding EUR500 million by FY28 - EBITDA margin gradually improving to 50% by FY29 - Sale of ground infrastructure for EUR550 million net in FY26 - Capex exceeding EUR800 million a year on average in FY26-FY29 - No dividends RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage persistently above 4.0x - Slow progress in growing LEO revenues and/or profitability improvement - Negative cash burn above current projections due to weaker EBITDA or higher capex - Increasing refinancing and/or funding risk including due to slower progress with sourcing funding from export credit agencies or new debt issuance Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Consolidated EBITDA net leverage sustained at below 3.5x - Visibility on cash flow turning positive through the cycle and revenue and EBITDA not being adversely affected by changes in sector trends and the market structure Liquidity and Debt Structure Eutelsat's liquidity will be boosted by the EUR1.5 billion equity contribution it expects to receive by end-2025, with this amount covered by firm commitments. The company is planning to then refinance and move substantially all debt to Eutelsat. It has already signed a new EUR500 million revolving credit facility with a maturity of three years and two one-year extensions, and refinanced its EUR400 million loan at Eutelsat on similar maturity terms. At end-June 2025 the company had EUR518 million of cash. Issuer Profile Eutelsat is a global satellite operator operating GEO and LEO constellations, with most of its revenues generated in the non-US direct-to-home subsector. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Eutelsat S.A. LT IDR BB Affirmed BB senior unsecured LT BB Affirmed RR4 BB Eutelsat Communications S.A. LT IDR BB Upgrade B senior unsecured LT BB Upgrade RR4 CCC+ ============= G E O R G I A ============= TBC LEASING: Fitch 'BB' Long-Term IDR, Alters Outlook to Stable --------------------------------------------------------------- Fitch Rating has revised the Outlook on JSC TBC Leasing's (TBCL) Long-Term Issuer Default Rating (IDR) to Stable from Negative and affirmed the IDR at 'BB'. Fitch has also affirmed TBCL's Shareholder Support Rating (SSR) at 'bb'. The rating actions follow the revision of the Outlook on TBCL's sole shareholder, TBC BANK JSC (BB/Stable), to Stable from Negative (see 'Fitch Revises TBC Bank JSC's Outlook to Stable; Affirms at 'BB'' dated 28 November 2025). This in turn followed the revision of Georgia's sovereign Outlook (see 'Fitch Revises Georgia's Outlook to Stable; Affirms at 'BB'' dated 21 November 2025. Key Rating Drivers Support Drives Rating: TBCL's Long-Term IDR is driven by support from its sole shareholder, TBC Bank. Fitch believes the propensity of TBC Bank to support TBCL is high, reflecting full ownership, common branding, integration, a record of capital and funding support and high reputational risks from a subsidiary default. Potential support should be manageable for TBC Bank, given the subsidiary's small relative size, with TBCL accounting for less than 2% of TBC Bank's equity and net income. The Stable Outlook on TBCL's IDR mirrors that on the parent. Reputational Risk: Fitch believes a failure to support TBCL would significantly damage TBC Bank's reputation with its key lenders, undermining its business model and growth potential. TBCL's foreign lenders are largely the same international financial institutions (IFIs) and investors from which TBC Bank sources a material portion of its own wholesale funding. Standalone Credit Profile Constraints: TBCL's standalone credit profile does not drive the IDR as it is constrained by a monoline business model, fairly weak asset quality, high risk appetite, and tolerance for high leverage. Leading Position, Niche Market: TBCL operates solely in Georgia, where it is the market leader (end-1H25: 86% share). The company mainly provides financial leasing to SME and corporate clients (including those of TBC Bank), and to a lesser extent, to micro-businesses and individuals. TBCL accounts for less than 2% of TBC Bank's assets, but its significance to the parent's product offering has been increasing in recent years. High Impairments, Collateral Mitigation: TBCL's clients are often higher risk than those of TBC Bank. Its Stage 3 ratio (including leases and other financial assets) was 18.4% at end-1H25 (end-2024: 13%) and it can be volatile (newly impaired lease assets to total opening assets ratio was 7.3% in 1H25, 5.1% in 2024). This is mitigated by the collateralised nature of leasing exposures (end-1H25: average lease to value ratio of 72%) and the adequate pricing of risk. Positively, single-name concentration improved in recent years with the 10 largest lessees accounting for 10% of the portfolio at end-2024 (end-2022: 21%). Sound Profitability: TBCL's profitability underpins its credit profile, with pre-tax income-to-average assets of 3.4% and a return on average equity of 23% in the trailing 12 months to end-1H25. This reflects its risk tolerance, supporting high interest yield and strong portfolio growth. Profitability also reflects that cost of risk has remained contained at 1% amid declining provisioning coverage. Adequate Leverage: TBCL's gross debt-to-tangible equity rose to 6.1x at end-1H25 (end-2024: 5.6x) due to fast portfolio growth. Dividend distribution at a pay-out ratio of 30% has a moderate impact on capitalisation, owing to good internal capital generation capacity. Wholesale Funding: TBCL's funding profile is wholesale and largely secured (over 90% at end-1H25) with a pledge on its lease portfolio. It benefits from being part of the larger banking group, with TBC Bank providing letters of comfort to IFIs and local banks, and a funding line of up to USD30 million (with USD 24.5million undrawn at end-2024). RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade of TBC Bank's Long-Term IDR would lead to a downgrade of TBCL's IDR. A material weakening of TBC Bank's propensity or ability to support TBCL could result in the subsidiary's rating being notched down from the parent's IDR. This could be driven, for example, by greater regulatory restrictions on support or a reduction in TBCL's strategic importance. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of TBC Bank's Long-Term IDR would lead to an upgrade of TBCL's IDR. DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS TBCL's senior secured debt rating is equalised with TBCL's Long-Term IDR, notwithstanding the bond's secured nature and an outstanding buffer of contractually subordinated debt. This reflects its expectations of average recoveries, because asset recoveries in the event of both TBCL and TBC Bank being in default would probably be weighed down by the considerable macro-economic stress that would likely accompany such an event. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES Changes to TBCL's Long-Term IDR would be mirrored in its senior secured bond rating. Conversion of the bond to unsecured would not lead to a downgrade of the issue, provided this was accompanied by a similar conversion of TBCL's other funding facilities. ADJUSTMENTS The sector risk operating environment score has been assigned below the implied score due to the following adjustment reason: regulatory and legal framework (negative). The asset quality score has been assigned above the implied score due to the following adjustment reason: collateral and reserves (positive). The funding, liquidity & coverage score has been assigned above the implied score due to the following adjustment reason: funding flexibility (positive). Public Ratings with Credit Linkage to other ratings TBCL's ratings are linked to TBC Bank's. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- JSC TBC Leasing LT IDR BB Affirmed BB ST IDR B Affirmed B LC LT IDR BB Affirmed BB LC ST IDR B Affirmed B Shareholder Support bb Affirmed bb senior secured LT BB Affirmed BB ============= G E R M A N Y ============= SCHOEN KLINIK: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable --------------------------------------------------------------- Fitch Ratings has affirmed Schoen Klinik SE's Long-Term Issuer Default Rating (IDR) at 'B+' with Stable Outlook. Fitch has also downgraded Schoen's senior secured rating to 'BB-' from 'BB' and revised its Recovery Rating to 'RR3' from 'RR2', following a EUR250 million increase in senior secured debt to repurchase Carlyle's minority stake. Fitch expects the debt issue to increase Schoen's gross leverage to 5.6x in 2025, temporarily exceeding its 5.5x negative sensitivity. Nonetheless, the Stable Outlook reflects its expectation that Schoen will gradually reduce its leverage through organic EBITDA growth while generating satisfactory free cash flow (FCF) before dividends. Schoen's IDR is constrained by high EBITDAR gross leverage, a personnel-intensive fixed cost base and its limited geographical footprint, which exposes its credit profile to changes in a single reimbursement system. Rating strengths are a solid market position in the German private hospital market and financial flexibility enhanced by its real-estate ownership. Key Rating Drivers Minority Stake Purchase Increases Leverage: Fitch expects the announced buyback of Carlyle's minority stake to increase Schoen's EBITDAR leverage to slightly above its 5.5x negative sensitivity, from 4.3x in 2024, exhausting leverage headroom. Fitch expects a gradual reduction of leverage towards 5.0x by 2027, driven by low single-digit organic revenue growth and a gradual EBITDA margin expansion. This deleveraging path will place the company more comfortably in the current rating category. Solid Profitability and Cash Generation: Schoen's profitability is favourable compared with European direct peers', supported by low rent expenses and operating efficiency, with a high share of in-sourced operations. Fitch forecasts the Fitch-defined EBITDA margin to improve slightly to 12.5% in 2028, from 12.3% in 2024, as the profitability of the margin-dilutive Imland hospital acquired in July 2023 improves. Fitch expects pre-dividend FCF margins to rise to the low single digits in 2025, from neutral in 2024, and remain in the low-to-mid single digits over 2026-2028. Fitch expects most of this cash to be used to pay dividends, leading to neutral to slightly positive FCF margins. However, the private hospital sector's high intrinsic operating leverage, high labour intensity and regulated nature constrain the potential to sustain EBITDA margin materially above 13% while maintaining high service standards. Commitment to Prudent Financial Policies: Schoen has a record of maintaining a prudent financial policy compared with that of sponsor-owned healthcare providers. Fitch expects its public commitment to reduce EBITDA net leverage to below 4.0x (or about 4.5x Fitch-defined EBITDAR gross leverage) to remain unchanged with the minority stake acquisition. Fitch expects Schoen to remain opportunistic on M&A, mostly targeting underperforming hospitals and returning them to profitability. Fitch views large, debt-funded acquisitions as event risk, with their rating impact subject to business risk, integration complexity, acquisition economics and funding mix. Significant Financial Flexibility: The ratings are underpinned by considerable financial flexibility, stemming from the company's cash-generative operations and unencumbered real estate base. Schoen owns nearly all its hospital facilities, unlike most Fitch-rated EMEA healthcare service providers. This provides greater financial flexibility, which is reflected in its forecast EBITDAR fixed-charge coverage of about 3.0x for 2025-2028, versus 1.2x-2.0x for most peers in the 'B' rating category. Asset Ownership Enhances Recoveries: The value of Schoen's property portfolio supports the one-notch rating uplift of the term loan B (TLB) rating from the IDR to 'BB-'. In addition, the ownership of valuable real estate ensures financial flexibility in times of uncertainty, serving as collateral and as a source of additional liquidity in the form of potential sale and leaseback, which is capped at EUR400 million under its TLB documentation. Defensive Specialised Operations: Schoen has strong market positions in mental health and somatic care in Germany, supported by rehabilitation services, which benefit from steadily growing demand. Its well-established national market position in selected regions and service lines also contributes to greater operating resilience than other providers with a narrower focus. Schoen's defensive business profile is further supported by the regulated nature of the sector with high barriers to entry, requiring strong technical and investment expertise. Constructive Regulatory Framework: The ratings benefit from a supportive regulatory framework for independent private operators in Germany, with a well-funded, state-backed healthcare system. Constructive pricing frameworks allow most of the cost inflation to be passed on, albeit with a 12-18 month delay due to a base-rate calculation mechanism. Schoen's hospitals are included in the German federal states' hospital plans, leading to low reimbursement risk with statutory health insurance firms. Fitch expects large hospitals such as Schoen (on average 400 beds) to generally benefit from the recently approved healthcare reform in Germany. Peer Analysis Fitch rates Schoen under Fitch's Ratings Navigator for healthcare providers. Global sector peers tend to cluster in the 'B' to 'BB' range, driven by companies' operating profiles — including scale, service and geographic diversification, and payor and medical indication mix — and the traits of their respective regulatory frameworks influencing the quality of funding and government healthcare policies. European sector peers have similar operating characteristics, including stable patient demand, a regulated but limited ability to enforce price increases above inflation and the necessity of driving operating efficiencies while maintaining well-invested clinic networks to safeguard competitive sustainability. Ratings nevertheless tend to be constrained by weak credit metrics, as expressed in highly leveraged balance sheets due to continuing national and cross-border market consolidation, with EBITDAR leverage at 6.0x-7.0x and tight EBITDAR fixed-charge coverage of around 1.5x. Fitch compares Schoen against high-yield European hospital providers peers such as Mehilainen Ythyma Oy (B/Stable), Almaviva Developpement (B/Stable) and Median B.V. (B-/Positive). Schoen's IDR benefits from a more conservative financial policy and higher EBITDA margin due to owning hospital facilities and lower rent expenses, which also translate into higher FCF and better coverage than peers. Schoen is smaller than other asset-heavy healthcare providers. It also has a less diversified geographic footprint than Fresenius Helios, the healthcare provider branch of Fresenius SE & Co. KGaA (BBB-/Stable). Fitch’s Key Rating-Case Assumptions - Revenue organic growth of 8.3% in 2025, 2.4% in 2025 and 3% in 2027-2028, driven by payor fee increases and improved occupancy - EBITDA margin gradually improving towards 12.5% by 2028 - Working-capital outflows of EUR2 million-EUR5 million a year in 2025-2028 - Capex, net of construction subsidies received, at 3.2% of sales in 2025 and at 3.4% to 2028 - No material acquisitions, which will be treated as event risk - Dividends to gradually increase to EUR50 million in 2028, from EUR30 million in 2025 Recovery Analysis Its recovery analysis assumes that Schoen will be liquidated in bankruptcy rather than reorganised as a going concern, given its ownership of substantial real estate. Fitch also expects that, before bankruptcy, the company would sell and lease back some of its real estate assets. Fitch assumes it would sell and lease back up to EUR400 million of its real estate assets, in line with the TLB documentation, using a third of the proceeds towards debt repayment. Fitch uses standard advance rates on its appraisal value net of the EUR400 million sale and leaseback, to calculate the liquidation value of the real estate, leading to a total estimated liquidation value of EUR639 million. The allocation of value in the liability waterfall analysis, after deducting 10% for administrative claims, results in a Recovery Rating of 'RR3' for Schoen's senior secured instruments, leading to a 'BB-' instrument senior secured rating. The waterfall analysis includes the TLB, promissory notes, a EUR180 million revolving credit facility (RCF) and a new EUR250 million direct loan, which Fitch assumes will be fully drawn prior to distress. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Erosion of EBITDA margins to below 10% on a sustained basis - Neutral-to-negative FCF margins on a sustained basis - EBITDAR gross leverage above 5.5x on a sustained basis - EBITDAR fixed-charge coverage below 2.0x on a sustained basis Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Successful execution of medium-term strategy leading to an increase in scale and diversification - Steadily increasing EBITDA, with EBITDA margins above 12% on a sustained basis - FCF margins in the low single digits on a sustained basis - Consistent financial policy supporting EBITDAR gross leverage below 4.5x on a sustained basis - EBITDAR fixed-charge coverage above 2.5x on a sustained basis Liquidity and Debt Structure Fitch views Schoen's liquidity as comfortable, with ample freely available year-end cash during 2025-2028 (excluding EUR10 million that Fitch treats as restricted and not readily available for debt service), and an EUR180 million available committed RCF. Schoen has no debt maturities until 2030 and 2031, when the RCF and TLB come due. Issuer Profile Schoen is a German-based private hospital operator, with a small presence in the UK. It focuses on providing mental health, somatic and rehabilitation service. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations Schoen has an ESG Relevance Score of '4' for Exposure to Social Impacts as it operates in a healthcare market, which is subject to sector regulation, as well as budgetary and pricing policies adopted in Germany and the UK. Rising healthcare costs expose private hospital operators to high risks of adverse regulatory changes, which could constrain the companies' ability to maintain operating profitability and cash flows. This has a negative impact on the credit profile and is relevant to the rating in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Schoen Klinik SE LT IDR B+ Affirmed B+ senior secured LT BB- Downgrade RR3 BB ============= I R E L A N D ============= ARES EUROPEAN XXIII: Fitch Assigns B-sf Final Rating to Cl. F Notes ------------------------------------------------------------------- Fitch Ratings has assigned Ares European CLO XXIII DAC notes final ratings, as detailed below. Entity/Debt Rating ----------- ------ Ares European CLO XXIII DAC A XS3204153145 LT AAAsf New Rating B XS3204153491 LT AAsf New Rating C XS3204153657 LT Asf New Rating D XS3204153814 LT BBB-sf New Rating E XS3204154036 LT BB-sf New Rating F XS3204156080 LT B-sf New Rating Subordinated Notes XS3204154895 LT NRsf New Rating Transaction Summary Ares European CLO XXIII DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds have been used to fund a portfolio with a target par of EUR400 million. The portfolio is actively managed by Ares Management Limited. The collateralised loan obligation (CLO) has a reinvestment period of about 4.5 years and an 8.5-year weighted average life (WAL) test at closing. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch places the average credit quality of obligors at 'B'. The Fitch weighted average rating factor (WARF) of the identified portfolio is 23.8. High Recovery Expectations (Positive): At least 90% of the portfolio comprises senior secured obligations. The recovery prospects for these assets are more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate (WARR) of the identified portfolio is 61.5%. Diversified Asset Portfolio (Positive): The transaction includes three set of matrices, one of which is effective at closing. Each set includes two matrices with fixed-rate obligation limits of 5% and 10%, and a top 10 obligor concentration limit of 16%. The closing matrix set corresponds to an 8.5-year WAL covenant, while the remaining two forward matrix sets have a 7.5-year and a seven-year WAL test covenant. The first and second forward matrix sets will be effective 12 months and 18 months after closing, respectively, provided the aggregate collateral balance (defaults carried at Fitch-calculated collateral value) is at least at the reinvestment target par balance, among other conditions. The deal includes other concentration limits, including a maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure that the portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The deal has a reinvestment period of about 4.5 years and includes reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed-case portfolio with the aim of testing the robustness of the deal structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the deal after its reinvestment period, which include passing the coverage, Fitch WARF and 'CCC' bucket limitation tests, and a WAL covenant that progressively steps down, before and after the end of the reinvestment period. These conditions would reduce the effective risk horizon of the portfolio in periods of stress. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of no more than one notch each for the class B to E notes and below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio, may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of default and portfolio deterioration. The class B to F notes each have a two-notch rating cushion due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of up to four notches each for the class A to E notes, and to below 'B-sf' for the class F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to four notches each for the notes, except for the 'AAAsf' rated notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than- expected losses for the transaction's remaining life. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and other Nationally Recognised Statistical Rating Organisations and European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for its analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Ares European CLO XXIII DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. BAIN CAPITAL 2025-3: Fitch Assigns B-(EXP)sf Rating to Cl. F Notes ------------------------------------------------------------------ Fitch Ratings has assigned Bain Capital Euro CLO 2025-3 DAC expected ratings, as detailed below. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ Bain Capital Euro CLO 2025-3 DAC Class A XS3212425535 LT AAA(EXP)sf Expected Rating Class B XS3212425881 LT AA(EXP)sf Expected Rating Class C XS3212426004 LT A(EXP)sf Expected Rating Class D XS3212426772 LT BBB-(EXP)sf Expected Rating Class E XS3212428638 LT BB-(EXP)sf Expected Rating Class F XS3212430295 LT B-(EXP)sf Expected Rating Class M XS3212430709 LT NR(EXP)sf Expected Rating Subordinated Notes XS3213271177 LT NR(EXP)sf Expected Rating Transaction Summary Bain Capital Euro CLO 2025-3 DAC is a securitisation of mainly senior secured loans and secured senior bonds (at least 90%) with a component of senior unsecured, mezzanine, and second-lien loans. Net proceeds from the notes issue will be used to fund an identified portfolio with a target par of EUR400 million. The portfolio is actively managed by Bain Capital Credit CLO Manager III (DE), LP. The collateralised loan obligation (CLO) will have a 4.6-year reinvestment period and a 8.5-year weighted average life (WAL) test covenant. KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitch assesses the average credit quality of obligors at 'B+'/'B'. The Fitch weighted average rating factor of the identified portfolio is 23.1. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.5%. Diversified Portfolio (Positive): The transaction will include various concentration limits, including a top 10 obligor concentration limit of 20% and a maximum exposure to the three largest Fitch-defined industries of 40%. These covenants ensure that the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have a 4.6-year reinvestment period and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL used for the transaction's Fitch-stressed portfolio analysis was reduced by 12 months. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period, which include passing the coverage tests and the Fitch 'CCC' maximum limitation, and a WAL test covenant that gradually steps down. In Fitch's opinion, these conditions would reduce the effective risk horizon of the portfolio during stress periods. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would have no impact on the class A to C notes, would lead to downgrades of one notch each for the class D and E notes, and to below 'B-sf' for the class F notes. Downgrades, which are based on the identified portfolio may occur if the loss expectation is larger than assumed, due to unexpectedly high levels of defaults and portfolio deterioration. The class B, D, E and F notes each have a rating cushion of two notches and the class C notes have a cushion of three notches due to the better metrics and shorter life of the identified portfolio than the Fitch-stressed portfolio. The class A notes are already at the maximum achievable rating and therefore do not have a rating cushion. Should the cushion between the identified portfolio and the Fitch-stressed portfolio be eroded either due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR and a 25% decrease of the RRR across all ratings of the Fitch-stressed portfolio would lead to downgrades of four notches each for the class B and C notes, three notches each for the class A and D notes and to below 'B-sf' for the class E and F notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR and a 25% increase in the RRR across all ratings of the Fitch-stressed portfolio would lead to upgrades of up to two notches each for the class B to E notes and three notches for the class F notes. Upgrades during the reinvestment period, which are based on the Fitch-stressed portfolio, may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, allowing the notes to withstand larger-than-expected losses for the remaining life of the transaction. Upgrades after the end of the reinvestment period may result from stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread being available to cover losses in the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk-presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognised Statistical Rating Organisations and/or European Securities and Markets Authority-registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk-presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for Bain Capital Euro CLO 2025-3 DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. NORTH WESTERLY VI: Fitch Assigns B-(EXP)sf Rating to Cl. F-R Notes ------------------------------------------------------------------ Fitch Ratings has assigned North Westerly VI ESG CLO DAC Reset expected ratings. The assignment of final ratings is contingent on the receipt of final documents conforming to information already reviewed. Entity/Debt Rating ----------- ------ North Westerly VI ESG CLO DAC A-1 XS3211783918 LT AAA(EXP)sf Expected Rating A-2 XS3231805121 LT AAA(EXP)sf Expected Rating B-R XS3211784130 LT AA(EXP)sf Expected Rating C-R XS3211784304 LT A(EXP)sf Expected Rating D-R XS3211784569 LT BBB-(EXP)sf Expected Rating E-R XS3211784999 LT BB-(EXP)sf Expected Rating F-R XS3211785293 LT B-(EXP)sf Expected Rating X XS3211783751 LT AAA(EXP)sf Expected Rating Transaction Summary North Westerly VI ESG CLO DAC is a securitisation of mainly senior secured obligations (at least 90%) with a component of senior unsecured, mezzanine, second-lien loans and high-yield bonds. Note proceeds will be used to redeem all the existing notes, to fund the portfolio with a target par of EUR400 million. The portfolio is actively managed by Aegon Asset Management UK PLC and North Westerly Holding BV, a wholly owned subsidiary of Aegon Asset Management Holding B.V. The CLO will have an approximately five-year reinvestment period and a nine-year weighted average life (WAL). KEY RATING DRIVERS Average Portfolio Credit Quality (Neutral): Fitchassesses the average credit quality of obligors to be in the 'B'/'B-' category. The Fitch weighted average rating factor of the identified portfolio is 24.9. High Recovery Expectations (Positive): At least 90% of the portfolio will comprise senior secured obligations. Fitch views the recovery prospects for these assets as more favourable than for second-lien, unsecured and mezzanine assets. The Fitch weighted average recovery rate of the identified portfolio is 61.8%. Diversified Portfolio (Positive): The transaction will have a concentration limit for the 10 largest obligors at 20%. The transaction will also include various concentration limits, including the maximum exposure to the three largest Fitch-defined industries in the portfolio at 40%. These covenants ensure the asset portfolio will not be exposed to excessive concentration. Portfolio Management (Neutral): The transaction will have a reinvestment period of about five years and include reinvestment criteria similar to those of other European transactions. Fitch's analysis is based on a stressed case portfolio with the aim of testing the robustness of the transaction structure against its covenants and portfolio guidelines. Cash Flow Modelling (Positive): The WAL for the transaction's stress portfolio analysis is 12 months less than the WAL covenant. This is to account for the strict reinvestment conditions envisaged by the transaction after its reinvestment period. These conditions include passing the coverage tests and the Fitch 'CCC' bucket limitation test after reinvestment, as well as a WAL covenant that gradually steps down, before and after the end of the reinvestment period. Fitch believes these conditions would reduce the effective risk horizon of the portfolio during the stress period. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A 25% increase of the mean default rate (RDR) across all ratings and a 25% decrease of the recovery rate (RRR) across all ratings of the identified portfolio would lead to downgrades of three notches for the class E-R notes, two notches for the class B-R and C-R notes, one notch for the class D-R notes, and have no impact on the class X, A-1 and A-2 notes. Based on the identified portfolio, downgrades may occur if the loss expectation is larger than initially assumed, due to unexpectedly high levels of defaults and portfolio deterioration. Due to the better metrics and shorter life of the identified portfolio, the class D-R and E-R notes display rating cushions of two notches and the class B-R, C-R and F-R notes of one notch. The class X, A-1 and A-2 notes have no cushion. Should the cushion between the identified portfolio and the stress portfolio be eroded due to manager trading or negative portfolio credit migration, a 25% increase of the mean RDR across all ratings and a 25% decrease of the RRR across all ratings of the stressed portfolio would lead to downgrades of up to four notches for the notes. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A 25% reduction of the mean RDR across all ratings and a 25% increase in the RRR across all ratings of Fitch's stress portfolio would lead to upgrades of up to four notches, except for the 'AAAsf' rated notes, which are at the highest level on Fitch's scale and cannot be upgraded. During the reinvestment period, based on Fitch's stress portfolio, upgrades may occur on better-than-expected portfolio credit quality and a shorter remaining WAL test, meaning the notes are able to withstand larger than expected losses for the transaction's remaining life. After the end of the reinvestment period, upgrades may occur in case of stable portfolio credit quality and deleveraging, leading to higher credit enhancement and excess spread available to cover losses on the remaining portfolio. USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10 Form ABS Due Diligence-15E was not provided to, or reviewed by, Fitch in relation to this rating action. DATA ADEQUACY The majority of the underlying assets or risk presenting entities have ratings or credit opinions from Fitch and/or other Nationally Recognized Statistical Rating Organizations and/or European Securities and Markets Authority registered rating agencies. Fitch has relied on the practices of the relevant groups within Fitch and/or other rating agencies to assess the asset portfolio information or information on the risk presenting entities. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. ESG Considerations Fitch does not provide ESG relevance scores for North Westerly VI ESG CLO DAC. In cases where Fitch does not provide ESG relevance scores in connection with the credit rating of a transaction, programme, instrument or issuer, Fitch will disclose any ESG factor that is a key rating driver in the key rating drivers section of the relevant rating action commentary. ============= R O M A N I A ============= CEC BANK: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable ---------------------------------------------------------- Fitch Ratings has affirmed Romania-based CEC Bank S.A.'s Long-Term Issuer Default Rating (IDR) at 'BB' with Stable Outlook, its Viability Rating (VR) at 'bb' and Government Support Rating (GSR) at 'b'. Key Rating Drivers VR Drives IDRs: CEC's IDRs are driven by its VR, which reflects the bank's moderate, albeit strengthening, business profile, adequate capitalisation, and reasonable funding and liquidity. These factors offset its asset quality and profitability, which are weaker than its larger Romanian peers'. CEC's risk profile is commensurate with its simple business model. Its underwriting standards are broadly in line with domestic industry norms, but lending approvals are partly decentralised and risk controls are fairly unsophisticated. Medium-Sized, State-Owned Bank: CEC is a medium-sized, state-owned bank, operating a universal business model. Lending is primarily to non-retail borrowers and includes large exposure to public-sector entities. Funding largely comprises granular retail deposits. Reasonable Risk Profile: CEC's risk profile is commensurate with its business model and balances a conservative risk appetite for retail lending, dominated by mortgage loans, against a moderately concentrated corporate loan portfolio. High Impaired Loans Ratio: CEC's loan-quality metrics are weaker than peers', largely reflecting problematic corporate and SME exposures. The impaired loans (stage 3) ratio (end-1H25: 7.3%) was about double the peer and sector averages. However, gross loans accounted for a fairly low 39% of assets, while other assets mainly comprised Romanian and eurozone sovereign risk, supporting CEC's asset quality. Moderate Profitability: CEC's operating profit decreased to 2.8% of risk-weighted assets (RWAs) in 1H25 (2024: 3.1%), due mainly to larger credit losses. The bank's profitability remains weaker than larger peers', reflecting its loan book structure, higher funding costs, and larger credit losses. Its assessment also reflects its less diversified revenues than at higher-rated peers. Fitch expects CEC's operating profit/RWAs to slightly decline over the next two years, but to remain reasonable at about 2.5%. Adequate Capitalisation: CEC's capitalisation is a rating strength that balance its moderate business model and risk profile. Capitalisation was reinforced by a RON1 billion capital injection by the Romanian state in April 2025, bringing the bank's common equity Tier 1 ratio to 24% at end-June 2025. Its assessment of CEC's capitalisation is underpinned by improved internal capital generation and the state's demonstrated propensity to provide ordinary support. Stable Funding and Liquidity: CEC's funding and liquidity profile reflects its strong liquidity buffer and a diversified, granular customer deposit base. It had a healthy loans/customer deposit ratio of 46% at end-1H25. However, its deposit franchise is weaker than higher-rated domestic peers', as reflected in CEC's higher deposit remuneration. CEC met its minimum requirement for own funds and eligible liabilities with a solid buffer at end-1H25. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The bank's VR and IDRs have headroom to absorb a potential one-notch downward revision of the Romanian banks' operating environment score, which would most likely be driven by a sovereign downgrade. However, a severe weakening in the operating environment that severely affects business prospects for Romanian banks would increase pressure on CEC's ratings. CEC's ratings would likely be downgraded if its common equity Tier 1 ratio weakened to below 15% for an extended period and if a sharp increase in impairment charges eroded operating profitability. The bank's VR and IDRs could also be downgraded if the bank's risk appetite increases materially, which may be reflected in rapid business expansion and lending growth that materially weakens asset quality. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of the bank's VR and IDRs would require a stabilisation of the Romanian banks' operating environment and sustained increases in profitability, underpinned by a structural improvement of its business profile while its asset-quality metrics materially improve and converge with those of its domestic peers. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS CEC's senior non-preferred notes (SNP) are rated in line with the bank's Long-Term IDR. This is in line with the baseline notching under Fitch's Bank Rating Criteria and reflects its expectation that the bank's resolution buffer will be met only by SNP and junior instruments. CEC's GSR of 'b' reflects Fitch's view of a limited probability of extraordinary support being provided to CEC by the Romanian state, its 100% owner. Fitch judges that the likelihood of support is reduced by the Bank Recovery and Resolution Directive and the Single Resolution Mechanism, which limits the scope for support without the bail-in of senior creditors. Its view of the state's incentive to support CEC is based on its direct, full and willing state ownership, and the bank's large presence in Romania's underbanked regions. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The SNP debt rating would be downgraded if the bank's Long-Term IDR were downgraded. The SNP debt rating would also be downgraded to one notch below the bank's Long-Term IDR if Fitch expected CEC to use senior preferred debt to meet its minimum requirement for own funds and eligible liabilities while the buffer of SNP and junior debt no longer exceeded 10% of the CEC resolution group's RWAs on a sustained basis. The SNP debt rating could be upgraded if the bank's Long-Term IDR were upgraded. An upgrade of the bank's GSR is highly unlikely, given existing resolution legislation. The GSR could be downgraded if the state materially reduces its ownership of CEC, leading to a lower propensity to support. It could also be downgraded if sovereign support to the bank is not provided in a timely manner when required. VR ADJUSTMENTS The 'bb' earnings and profitability score is below the 'bbb' implied score, due to the following adjustment reason: revenue diversification (negative). The 'bb+' capitalisation and leverage score is below the 'bbb' implied score, due to the following adjustment reason: risk profile and business model (negative). The 'bb+' funding and liquidity score is below the 'bbb' implied score, due to the following adjustment reason: deposit structure (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- CEC Bank S.A LT IDR BB Affirmed BB ST IDR B Affirmed B Viability bb Affirmed bb Government Support b Affirmed b Senior non-preferred LT BB Affirmed BB GARANTI BANK: Fitch Affirms 'BB' Long-Term IDR, Outlook Stable -------------------------------------------------------------- Fitch Ratings has affirmed Garanti Bank S.A.'s (GBR) Long Term Issuer Default Rating (IDR) at 'BB' with a Stable Outlook and its Viability Rating (VR) at 'bb'. Key Rating Drivers Small, Domestic Bank: GBR's VR balances the bank's small size and narrow franchise and business model with its reasonable financial profile. The negative impact of the increased turnover tax, given GBR's small scale, and weaker cost efficiency, increases its business model risks. Narrow Franchise, Traditional Business Model: GBR is a small, universal Romanian bank operating a traditional business model, with a growing focus on business diversification, albeit into more volatile but higher-yielding businesses. The bank's limited franchise constrains its competitive advantages and results in higher funding costs than the sector average. Reasonable Risk Profile: GBR's risk profile benefits from its good underwriting standards and reasonable risk control framework. Increased appetite for unsecured retail lending and higher single-name and industry concentrations than at most domestic peers moderately weigh on its assessment. Nevertheless, the bank's record in maintaining reasonable asset quality supports its view that its risk framework is well adapted to the scale and complexity of its business. Contained Asset-Quality Risks: Fitch expects the bank's impaired loans ratio (end-June 2025: 2%) to remain close to 2% over the next two years, balancing robust loan growth with a slightly higher risk appetite for unsecured retail lending and a high share of lending to cyclical sectors, such as construction and real estate. GBR's impaired loans ratio has historically outperformed the sector average, and Fitch expects this to continue, but loan book concentrations increase vulnerability to sudden swings in asset quality, which is moderately cushioned by high provision coverage. Weakening Earnings: Fitch expects GBR's operating profit/risk-weighted assets (RWAs; 1H25: 1.7%) to decline to about 1%, where it will remain over the next two years, given the effects of the increased turnover tax, which is particularly burdensome for GBR due to its small size. Profitability pressures are further exacerbated by high operating expense growth partly driven by higher investment in technology. Commensurate Capital Ratios: GBR's capitalisation is a rating strength and reflects the bank's high capital ratios (common equity Tier 1 ratio at end-June 2025: 20.3%), providing moderate buffers against regulatory requirements. GBR's small nominal capital leaves it vulnerable to event risk, particularly given high credit concentrations. Fitch expects the common equity Tier 1 ratio to moderately decline over the next two years to about 17.5%, due mainly to weaker profitability and high RWA growth, but to remain commensurate with the bank's risk profile. Adequate Liquidity; Reasonable Funding: Fitch expects the bank's gross loans/customer deposits to be broadly stable at about 90%. GBR's funding profile is based on stable and fairly granular customer deposits, although the bank's funding franchise is weaker and more price sensitive than that of large domestic peers. Its liquidity is reasonable with healthy regulatory liquidity ratios, although they remain below those of domestic peers. The refinancing risk of wholesale debt is low, supported by a reasonable maturity profile. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade GBR's IDRs and VR are sensitive to a weakening in the bank's overall financial profile, whether due to asset-quality pressure or a more pronounced decline in capitalisation ratios than Fitch expects. A material increase in the bank's risk appetite or evidence of a weakening business profile would also be negative for the ratings. A weakening of operating profitability to below 0.5% of RWAs without clear prospects for recovery could also trigger a downgrade. Fitch would also downgrade the VR if direct or indirect exposure to Turkiye, or intervention risks in the country materially increased. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of GBR's IDR and VR would require a material strengthening of the bank's business profile, coupled with significant improvements to its profitability, without a material weakening in its risk appetite and capital ratios. The IDR could also be upgraded following an IDR upgrade of Turkiye Garanti Bankasi A.S. (TGB), GBR's direct parent, by at least two notches. Shareholder Support Rating (SSR): GBR's 'bb-' SSR is driven by potential extraordinary support from Banco Bilbao Vizcaya Argentaria, S.A. (BBVA; A-/Stable), the majority and controlling shareholder of GBR's 100% shareholder, TGB (BB-/Stable), which Fitch views as the ultimate source of support. The wide notching between the ultimate parent and GBR reflects a moderate probability of institutional support from BBVA, due to Fitch's view of the low strategic importance of the Romanian operations for the BBVA group. In addition, Fitch would not expect BBVA to support GBR over and above the support it would extend to TGB. Consequently, TGB's Long-Term IDR, which incorporates Fitch's view of country risks in Turkiye, constrains its assessment of support available to GBR at the 'bb-' level. SSR: GBR's SSR is sensitive to changes in its assessment of contagion risk from TGB, as Fitch does not expect support from the ultimate parent, BBVA, to come over and above that for the Turkish subsidiary. VR ADJUSTMENTS The asset quality score of 'bb' is below the 'bbb' category implied score, due to the following adjustment reason: concentrations (negative). The earnings and profitability score of 'bb-' is below the 'bbb' category implied score, due to the following adjustment reason: earnings stability (negative). The capitalisation and leverage score of 'bb+' is below the 'a' category implied score, due to the following adjustment reason: risk profile and business model (negative). The funding and liquidity score of 'bb' is below the 'bbb' category implied score, due to the following adjustment reason: deposit structure (negative). ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Garanti Bank S.A. LT IDR BB Affirmed BB ST IDR B Affirmed B Viability bb Affirmed bb Shareholder Support bb- Affirmed bb- ========= S P A I N ========= ALMIRALL SA: Moody's Rates New EUR250MM Sr. Unsecured Notes 'Ba2' ----------------------------------------------------------------- Moody's Ratings has assigned a Ba2 instrument rating to the proposed EUR250 million backed senior unsecured notes due 2031 to be issued by Almirall, S.A. (Almirall or the company). The outlook is unchanged at stable. Proceeds from the issuance of the backed senior unsecured notes as well as cash on balance sheet are expected to be used to repay the company's existing EUR300 million backed senior unsecured notes due 2026 and cover transaction costs. RATINGS RATIONALE The proposed senior unsecured notes are rated at the same level as Almirall's Ba2 Corporate Family Rating (CFR), reflecting their pari passu ranking with the company's other debt instruments. The proposed extension of Almirall's debt maturities and the limited leverage reduction on a gross debt basis are modest credit positives. The CFR continues to reflect the company's expertise in dermatology and good revenue growth prospects from its dermatological drugs, notably Ebglyss and Ilumetri; its modest exposure to patent expiries or losses of exclusivity in the coming years; and its conservative financial policy, with modest shareholder returns and prudent liquidity management. Almirall's rating also takes into account the company's small size, with revenue of EUR1,085 million in the last 12 months that ended September 2025, which limits economies of scale and increases the risk of earnings volatility; its high geographical concentration in Europe, notably in Spain and Germany; and its substantial exposure to dermatology, which accounts for about 59% of revenue. The proposed refinancing has no impact on net leverage but reduces gross debt by EUR50 million, decreasing Moody's-adjusted debt/EBITDA estimate for 2025 to 2.1x, compared to 2.3x before the transaction. Moody's anticipates that Moody's-adjusted leverage will improve toward 1.7x over the next 12 to 18 months, primarily as a result of EBITDA growth. This improvement in EBITDA will be driven by revenue growth and normalising ramp-up costs for its key drugs, Ebglyss and Ilumetri. Moody's also estimates that the company's Moody's-adjusted FCF will turn positive in 2026, reaching around EUR50 million. Almirall's dermatology drugs will support a compound annual growth rate of more than 10% in revenue from 2025 to 2027. Key drugs include Ilumetri (psoriasis) and, Ebglyss (atopic dermatitis [AD]). RATING OUTLOOK The stable rating outlook reflects Moody's expectations that Almirall's earnings will grow and its EBITDA margin will improve over the next 12-18 months, driven by the ramp up of Ebglyss' sales and the continuation of the sales growth of its existing key dermatology drugs. The stable outlook also incorporates Moody's assumptions that in-licensing transactions and any acquisitions over the next 12-18 months will be funded predominantly with cash. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING Moody's could consider upgrading Almirall's rating if the company significantly enhances its scale and market position in dermatology; it maintains prudent liquidity management and conservative financial policies, including a clear commitment to a leverage target; it achieves sustained growth in its free cash flow (FCF, after milestone payments) and EBITDA; and its leverage sustainably declines below 2.0x. Moody's could consider downgrading Almirall's rating if the company's newly launched dermatology drugs record slower revenue growth than Moody's expects or its EBITDA margin does not recover as expected; its Moody's-adjusted gross debt/EBITDA exceeds 2.75x for a prolonged period; or its liquidity deteriorates substantially. A shift towards a more aggressive financial policy, with significant debt-financed acquisitions, could also result in a downgrade. PRINCIPAL METHODOLOGY The principal methodology used in this rating was Pharmaceuticals published in September 2025. COMPANY PROFILE Headquartered in Barcelona, Spain, Almirall, S.A. is a pharmaceutical company that researches, develops, produces and markets a diverse portfolio of in-house developed and in-licenced drugs in different therapeutic areas, with an increasing focus on dermatology. For the 12 months that ended September 2025, Almirall generated revenue of EUR1,085 million. The Gallardo family is the company's largest shareholder, with a 58.9% stake as of June 27, 2025. AYT COLATERALES VITAL I: Moody's Ups Rating on Cl. D Notes From Ba2 ------------------------------------------------------------------- Moody's Ratings has upgraded the ratings of 19 notes in AyT HIPOTECARIO BBK II, FTA, Serie AYT C.G.H. BBK I, FTA, Serie AYT C.G.H. BBK II, FTA, AyT Colaterales Global Hipotecario Vital I, FTA ("Vital I") and AyT Colaterales Global Hipotecario Caja Cantabria I ("Cantabria I"). The rating action concludes Moody's reviews of 19 notes placed on review for upgrade on October 06, 2025 (https://urlcurt.com/u?l=RoIKuQ) following the increase of the Government of Spain's ("Spain") local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). Issuer: AyT Colaterales Global Hipotecario Caja Cantabria I EUR203.5M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR12.7M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR10.3M Class C Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa2 (sf) Placed On Review for Upgrade EUR3.5M Class D Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa3 (sf) Placed On Review for Upgrade Issuer: AyT Colaterales Global Hipotecario Vital I, FTA EUR175.3M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR12.6M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR8.2M Class C Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Baa1 (sf) Placed On Review for Upgrade EUR3.8M Class D Notes, Upgraded to A1 (sf); previously on Oct 6, 2025 Ba2 (sf) Placed On Review for Upgrade Issuer: AyT HIPOTECARIO BBK II, FTA EUR918M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR43.5M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR38.5M Class C Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa2 (sf) Placed On Review for Upgrade Issuer: Serie AYT C.G.H. BBK I, FTA EUR1391.2M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR81M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR13.5M Class C Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR14.3M Class D Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa3 (sf) Placed On Review for Upgrade Issuer: Serie AYT C.G.H. BBK II, FTA EUR955.5M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR30.5M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR7M Class C Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR7M Class D Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa3 (sf) Placed On Review for Upgrade RATINGS RATIONALE The rating upgrades reflect the increase in the Spanish local-currency country ceiling to Aaa from Aa1 for the affected notes previously rated Aa1 in all five transactions. For the rest of notes previously rated below Aa1 (sf), rating upgrades also reflect the increased levels of credit enhancement and the better- than- expected collateral performance. For Class D in Serie AYT C.G.H. BBK I, FTA, the upgrade reflects the increase in the Spanish local-currency country ceiling and the better- than- expected collateral performance. Decreased Country Risk The rating action follows Moody's increases of Spain's local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. This local-currency bond ceiling increase followed the upgrade of the Government of Spain's issuer and bond ratings to A3 with a stable outlook from Baa1 and a positive outlook. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). The decrease in sovereign risk is reflected in Moody's quantitative analysis for the affected tranches. By increasing the maximum achievable rating for a given portfolio loss, the methodology alters the loss distribution curve and implies a lower probability of high loss scenarios, which has a positive impact on all notes, including mezzanine and junior notes. Increased levels of credit enhancement Sequential amortization in all transactions except Cantabria I led to the increase in the credit enhancement available in the four transactions. Also, reserve fund is already at target in Vital I, Cantabria I, AyT HIPOTECARIO BBK II, FTA and Serie AYT C.G.H. BBK I, FTA, while increasing for Serie AYT C.G.H. BBK II, FTA. AyT Colaterales Global Hipotecario Vital I, FTA The credit enhancement for the Classes B, C and D notes increased to 19.9%, 11.7% and 7.3% from 18.9%, 10.7% and 6.7% respectively since the rating action in May 2025. In recent payment dates, the amortization has switched several times from pro-rata to sequential and vice versa, depending on the different triggers at tranche level based on long-term delinquencies level at that time. Amortisation will switch to sequential if the reserve fund is drawn below the target amount. Pro-rata amortization also stops and changes to strictly sequential once the pool factor is lower than 10% (currently at 21.6%). Moody's took this into consideration in Moody's analysis. Moody's notes that the reserve fund performance-related trigger is permanently breached given the cumulative defaults (3.19% of original balance) have already exceeded the trigger level (2.50%), preventing the reserve fund from amortising. AyT Colaterales Global Hipotecario Caja Cantabria I The credit enhancement for the Classes B, C and D notes increased to 28.2%, 19.2% and 16% from 27.9%, 18.0% and 14.9% respectively since the rating action in May 2025. In Moody's analysis Moody's took into consideration that the amortization of the notes can switch from pro-rata to sequential and vice versa in the coming payment dates until the pool factor is lower than 10% (currently at 21.9%), depending on the long-term delinquencies level at that time, or if the reserve fund is drawn below the target amount. Separately, Moody's note that the reserve fund performance-related trigger is permanently breached given the cumulative defaults (4.45% of original balance) have already exceeded the trigger level (3.2%), preventing the reserve fund from amortising. AyT HIPOTECARIO BBK II, FTA The credit enhancement for the Class C notes increased to 9.5% from 8.0% since the rating action in February 2025. For this deal Moody's considered that reserve fund is at its target amount and at floor level. Serie AYT C.G.H. BBK I, FTA The credit enhancement for the Class D notes decreased to 10.9% from 16.7% since the rating action in February 2025, as a consequence of the reserve fund amortising to its floor in March 2025. The transaction is expected to amortise the Notes in sequential order throughout its lifetime due to the incurable breach of the interest deferral triggers pertaining to tranches B, C and D. Serie AYT C.G.H. BBK II, FTA The credit enhancement for the Class D notes increased to 18.9% from 15.9% since the rating action in February 2025. Sequential amortization of the Notes will continue for as long as the reserve fund is below its target amount, although increasing. Pro-rata amortization may occur for tranches B and C only if the reserve fund reaches its target, the interest deferral trigger on these tranches is not breached and the pool factor is above 10%, compared to current level of 15.0%. Revision of Key Collateral Assumptions: As part of the rating action, Moody's reassessed Moody's lifetime loss expectation for the portfolio reflecting the collateral performance to date. The transactions continue to demonstrate strong performance, with low arrears and no material additional defaults since the most recent rating actions. The remaining loans in the pools have shown resilience since 2022 despite elevated interest rates and affordability pressure due to high inflation. Furthermore, the securitized portfolios are granular, with top 20-borrower concentrations of below 10% and very low weighted-average indexed loan-to-value (LTV) ratios. Spain's robust labor market recovery, coupled with real wage growth and rising house prices, is expected to underpin stable performance for the seasoned collateral backing these transactions. AyT Colaterales Global Hipotecario Vital I, FTA The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 0.82% of current pool balance. Cumulative defaults currently stand at 3.19% of original pool balance, the same level observed a year earlier. Moody's decreased the expected loss assumption to 1.45% as a percentage of current pool balance due to the stable performance with unchanged cumulative defaults. The revised expected loss assumption corresponds to 1.73% as a percentage of original pool balance down from 2.10%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 7.0% from 8.8%. AyT Colaterales Global Hipotecario Caja Cantabria I The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 0.83% of current pool balance. Cumulative defaults currently stand at 4.45% of original pool balance similar to 4.40% a year earlier. Moody's decreased the expected loss assumption to 1.40% as a percentage of current pool balance due to the improving performance, with stable cumulative defaults. The revised expected loss assumption corresponds to 2.08% as a percentage of original pool balance down from 2.30%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have maintained the MILAN Stressed Loss assumption at 7.8%. AyT HIPOTECARIO BBK II, FTA The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 0.86% of current pool balance showing a decreasing trend over the past year. Cumulative defaults currently stand at 2.17% of original pool balance slightly up from 2.10% a year earlier. Moody's decreased the expected loss assumption to 0.64% as a percentage of current pool balance due to the improving performance. The revised expected loss assumption corresponds to 0.74% as a percentage of original pool balance down from 0.89%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 5.2% from 6.3%. Serie AYT C.G.H. BBK I, FTA The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 0.79% of current pool balance showing a decreasing trend over the past year. Cumulative defaults currently stand at 4.19% of original pool balance slightly up from 4.11% a year earlier. Moody's decreased the expected loss assumption to 0.93% as a percentage of current pool balance due to the improving performance. The revised expected loss assumption corresponds to 1.65% as a percentage of original pool balance down from 1.84%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 6.3% from 7.1%. Serie AYT C.G.H. BBK II, FTA The performance of the transaction has continued to improve since 90 days plus arrears currently stand at 0.18% of current pool balance showing a decreasing trend over the past year. Cumulative defaults currently stand at 2.01% of original pool balance slightly up from 1.97% a year earlier. Moody's decreased the expected loss assumption to 0.55% as a percentage of current pool balance due to the improving performance. The revised expected loss assumption corresponds to 0.70% as a percentage of original pool balance down from 0.80%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have maintained the MILAN Stressed Loss assumption of 6.3%. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for an RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Please see Residential Mortgage-Backed Securitizations methodology for further information on Moody's analysis at the initial rating assignment and the on-going surveillance in RMBS. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement and (4) deterioration in the credit quality of the transaction counterparties. MASORANGE HOLDCO: Fitch Upgrades Long-Term IDR From 'BB' -------------------------------------------------------- Fitch Ratings has upgraded Masorange Holdco Limited's Long-Term Issuer Default Rating (IDR) to 'BBB-' from 'BB' and assigned it a Short-Term IDR of 'F3'. Fitch has also upgraded MasOrange's and its entities' senior secured debt to 'BBB' from 'BB+', and Kaixo Bondco Telecom S.A.U.'s senior unsecured debt to 'BB+' from 'BB'. The Outlook on the Long-Term IDR is Stable. The upgrade follows the announced closing of the fibre-optic joint venture (FibreCo) between MasOrange (58% stake), Vodafone Spain (Zegona Holdco Limited; BB+/Stable; 17% stake), and Singapore-based investor GIC (25% stake). It reflects MasOrange's commitment to repay EUR3.2 billion of debt using net proceeds from the FibreCo transaction, supporting deleveraging in line with the company's tightened leverage targets. Fitch expects strong pre-dividend free cash flow (FCF) and leverage to decline to levels consistent with a 'BBB-' rating within 12 months of the transaction closing. Key Rating Drivers Strong Market Positions: MasOrange's ratings are underpinned by its leading positions in the Spanish telecoms market. The company is the market leader by subscribers, with a market share above 40% in both fixed broadband and mobile, and it ranks a strong number two by revenue. These leadership positions support significant network economies of scale and robust FCF generation. Hybrid Operating Profile: Following FibreCo's creation, MasOrange's operating profile changes as result of a reduced exposure to fixed local access network FCF. This change leads to slightly tightened leverage sensitivities for the rating. The sale of infrastructure assets reduces exposure to stable cash flows and can increase margin pressure from competition and regulation. Pure network operators may support higher debt than integrated or mobile/service-only peers, depending on the captivity of commercial agreements and market structure. Modest Leverage Tightening: Fitch has reduced upgrade and downgrade EBITDA net leverage sensitivities by 0.1 x. This reflects MasOrange's solid market position, retained economic interest and control of the infrastructure asset, the geographic scope of the disposed network, Spain's fixed-network competitive and regulatory landscape, and the disposal's impact on MasOrange's cash-flow mix. A further reduction in MasOrange's exposure to FibreCo could lead to additional tightening of the leverage thresholds. Significant Leverage Reduction: Fitch forecasts Fitch-defined EBITDA net leverage will decline to 3.3x in 2025 from 5.0x in 2024, following repayment of about EUR3.2 billion of debt, to 3.0x by end-2026 and 2.7x by end-2027. This compares with the revised 3.2x downgrade sensitivity for the 'BBB-' rating. The company will have a weaker operating profile post-FibreCo, but the transaction strengthens the financial profile, underpinned by a materially overlapping footprint, high market share, and retained access and co-control of fixed infrastructure. Healthy CFO Less Capex Leverage: Its ratings case envisages that cash from operations (CFO) less capex to debt will improve to 14% in 2026 and exceed 15% in 2027, up from roughly 7%-8% Fitch expects in 2025. This is strong for the rating. Improvement will be driven by lower capex intensity and a substantial reduction in interest expense following the debt repayment. Supportive Industrial Rationale: FibreCo's creation is financially positive for MasOrange. Network sharing with Vodafone Spain should reduce costs and infrastructure duplication and overbuild, supporting a more rational market and lowering the risk of losing Vodafone Spain as a wholesale client. These benefits are partly offset by Vodafone Spain gaining faster fibre access at a lower upfront cost. MasOrange remains invested in a larger, higher-penetration network perimeter, despite its reduced ownership. FibreCo Deconsolidated: Fitch will apply a deconsolidated approach to FibreCo and treat GIC's contribution as equity. This considers low incentives to regain control over FibreCo as well as the potential loss of co-control or ownership of FibreCo by MasOrange and the limited impact Fitch expects on MasOrange's operations and financial profile. The reduction of ownership in the network is largely mitigated by the binding nature and terms of the master service agreement and the operations & maintenance agreements between MasOrange and FibreCo. Robust FCF Generation: Merger synergies from MasMovil-Orange Spain will partially offset the EBITDA impact of the FibreCo sale, with the remainder largely neutralised at pre-dividend FCF due to lower interest costs. Fitch expects pre-dividend FCF to average about 12% in 2025-2027, supported by solid profitability (Fitch-defined EBITDA margin around 33% in 2026-2027) and reduced interest payments. The disposal of capex-intensive infrastructure assets should also lower investment needs and bolster FCF. Competitive, but Rational Market: Fitch expects market competition to remain rational after creation of the FibreCo, although pressure could intensify. The outlook for the sector will hinge on how quickly and extensively Digi expands its network footprint and secures additional low-band spectrum, as well as the extent to which broader fibre access strengthens Vodafone Spain. Potential Consolidation by Orange: Orange S.A. (BBB+/Stable), which currently owns 50% of MasOrange, could acquire the remaining 50% stake. Fitch views this as likely positive for MasOrange's ratings, reflecting a change in rating construction and at least a one-notch uplift from its Standalone Credit Profile due to linkage to a stronger parent, in line with Fitch's Parent and Subsidiary Linkage criteria. Fitch would expect to place MasOrange on Rating Watch Positive upon signing of a binding agreement for the remaining stake. Peer Analysis MasOrange's peer group includes single-market telecom operators with varying levels of network ownership such as VMED O2 UK Limited (BB-/Negative), Royal KPN N.V. (BBB/Stable), NOS, S.G.P.S., S.A. (BBB/Stable) and BT Group plc (BBB/Stable). These entities are viewed as comparable, but Fitch sees some differences that affect their debt capacity at the same rating. These include network ownership, competitive dynamics within the markets they operate, different subscriber and revenue market shares, the different mix of customer segments they serve, including enterprises, wholesalers, and retailers, and the proportion of revenue they derive from mobile and broadband services. MasOrange's debt capacity is slightly higher than that of VMED, if compared at the same rating, and it has lower debt capacity than Royal KPN. Royal KPN has full ownership of its network, a higher revenue market share and a more entrenched position as the incumbent telecom provider in a market that Fitch views as less competitive than Spain. NOS has slightly higher leverage capacity due to its network ownership. In Fitch's view, the sale of infrastructure assets by integrated telecom operators weakens their business profiles due to the loss of the stable and predictable network-related profits and increased margin pressure. BT also fully owns its network, but is exposed to more intense competition, and its FCF is constrained by high capex and large pension contributions, which restrict its debt capacity. These factors combined lead to leverage sensitivities slightly lower than MasOrange's. Fitch’s Key Rating-Case Assumptions - Revenue to grow by mid-to-low single digits in 2025-2028 - Fitch-defined EBITDA margin (after lease expenses) at about 34.5% in 2025, declining to about 33% from 2026 after the FibreCo transaction - Non-recurring cash flow of EUR60 million in 2025, EUR50 million in 2026 - Negative working capital of EUR150 million in 2025 and EUR50 million a year in 2026-2028 - Cash capex at 14% of sales in 2025, about 12% a year in 2026-2028 - Net proceeds from FibreCo transaction to be used for debt repayment - Shareholder remuneration up to levels consistent with the company's tightened leverage targets. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA net leverage consistently above 3.2x - CFO less capex consistently at or below 10% of gross debt - Failure to deliver integration and synergy benefits in line with Fitch's rating case to the extent there is a materially detrimental impact on planned margin and cash flow expansion - Intensification of competitive pressures leading to deterioration in operational performance Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA net leverage below 2.7x on a consistent basis - CFO less capex consistently at or above 12% of gross debt - Financial policy in line with a higher rating and proven commitment to consistently meeting stated policy - Senior secured net leverage consistently declining to 2.5x of below would lead to the senior unsecured debt rating being aligned with the Long-Term IDR Liquidity and Debt Structure Masorange has adequate liquidity, supported by EUR96 million of cash and cash equivalents at end-2024, positive FCF generation expected by Fitch in 2025-2028, an undrawn capex facility of EUR600 million and a EUR750 million revolving credit facility for 2024-2027, around EUR150 million of which was drawn at end-2024. The bulk of Masorange's term loan A and some of its senior notes mature in 2027. Fitch expects the company to refinance or partially repay this debt following completion of the FibreCo transaction. In 1Q25, Masorange successfully refinanced its term loan B (around EUR4.3 billion) reducing the spread to 2.75% from 3.50% and extending maturities to 2031 from 2027. The senior unsecured instrument is currently rated one notch below the Long-Term IDR due to structural subordination given the high amount of secured debt in the capital structure. If the capital structure moves to being primarily senior unsecured debt, for example, following a release of security, then the senior unsecured instrument will be rated in line with the IDR. Issuer Profile MasOrange is the second-largest telecom operator in Spain by revenues and the largest by subscriber market share. It was formed in 1H24 through an Orange Spain and MasMovil merger. It is co-controlled by both parties with equal governance rights. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Masorange Finco Plc senior secured LT BBB Upgrade BB+ Masorange Holdco Limited LT IDR BBB- Upgrade BB ST IDR F3 New Rating Lorca Telecom Bondco S.A.U. senior secured LT BBB Upgrade BB+ Kaixo Bondco Telecom S.A.U. senior unsecured LT BB+ Upgrade BB NATRA: S&P Assigns 'B' LT Issuer Credit Rating, Outlook Stable -------------------------------------------------------------- S&P Global Ratings assigned its 'B' long-term issuer credit rating to Spain-based chocolate maker Natra, and its 'B' issue rating and '3' recovery rating to the company's proposed senior secured term loan B, based on 50% recovery prospects. The stable outlook reflects S&P's expectation that Natra's strong position in the resilient chocolate industry in Europe should support both adjusted leverage declining and remaining below 7x over the forecast period and positive FOCF. The rating reflects Natra's highly leveraged capital structure following the proposed refinancing, with opening adjusted leverage of about 7.5x, which leaves limited headroom for underperformance. S&P said, "Under our base-case projections, we expect the company's credit metrics to gradually improve after closing, with adjusted debt-to-EBITDA declining to 6.5x–7.0x in 2026 and about 6.5x in 2027, and FFO cash interest coverage increasing from about 2.0x at closing to about 2.5x in 2027. This level of leverage leaves limited rating headroom for underperformance, or aggressive acquisition expansion. In line with our approach for most financial-sponsor-owned companies, we do not net cash against debt in our calculations, which include about EUR41 million of financial leases, about EUR105 million of working capital financing, and a EUR38 million vendor loan at the level of Seashell Topco, outside of the restricted group. The group will benefit from modest organic deleveraging, by expanding sales from existing key customers with different products, becoming more efficient across its supply chain, and integrating Bredabest, a recently acquired peanut-butter manufacturer, broadening growth opportunities in a fast-expanding category. We view mergers and acquisitions as a lever to accelerate growth in a relatively mature industry, particularly in Europe where the company is concentrated, by expanding into underpenetrated regions and adjacent product categories. Still, we assume the company will pursue a relatively prudent financial policy, based on our understanding of management's and the sponsor's risk tolerance, ensuring that the deleveraging path in 2026 and 2027 is not undermined by sizable debt-financed acquisitions or shareholder distributions. Absent M&A, cash on the balance sheet will likely reduce working-capital financing positions, which would have a positive effect on our credit metrics." S&P said, "We expect Natra's FOCF will turn sustainable positive exceeding EUR50 million from 2026, after posting negative FOCF in 2023-2025 due to a high cash interest burden, one-offs, and the impact of severe cocoa price inflation. The expected recovery is driven by an unwinding of working capital after two years of soaring cocoa-bean prices, which significantly increased inventory levels in 2024 and 2025. This reflects the relatively long inventory conversion cycles inherent to the chocolate industry, as higher-cost inputs remain financed for longer before converting back into cash. Cocoa beans prices spiked from an average of £2,000 per ton (/tn) to above £8,000/tn in 2024-2025, driving a working capital outflow of about EUR60 million in 2025, as higher prices affected both receivables and, notably, inventories. FOCF was also affected by flooding at its site in Valencia, for which the company has incurred costs and has not yet received the full insurance payout. Our expectations of normalizing market prices--which began in mid-2025--should translate, with a lag, into lower inventory and receivable levels in 2026 and 2027, with a resulting positive working capital contribution of EUR10 million-EUR20 million annually. The company has demonstrated disciplined working-capital management, supported by three instruments that help absorb volatility (factoring, reverse factoring, and bonded-warehouse financing) and, combined with a prudent cash position, help absorb working-capital swings. For instance, in 2025, we expect the company to absorb more than half of the working-capital outflow through the use of these facilities, and the rest with its cash position. Positively, even after an exceptionally high working capital impact expected in 2025, the liquidity position will remain adequate. Moreover, as a secondary layer of protection, the company will benefit post-closing from a fully undrawn RCF of at least EUR105 million. Our FOCF estimate is also supported by relatively low capital expenditure (capex) requirements, reflecting a well-invested asset base with capacity to accommodate expected production growth. FOCF will remain constrained by sizable annual interest expense due to the large amount of debt in the capital structure, though we expect the group to prudently manage interest-rate risk." "Under our base-case scenario, we expect the company to offset declining prices with volume growth from key private-label and co-manufacturing accounts, alongside higher operating efficiency. We forecast net sales to decline 3%-4% in 2026 and about 4% in 2027, driven by normalizing cocoa market prices and partly offset by volume and mix improvements. After a one-off dip in 2025, volumes are projected to rebound about 5% in 2026, with growth stabilizing near 3% in 2027, supported by lower cocoa prices reigniting demand for cocoa-intensive tablets and pralines and continued momentum in more dynamic categories--most notably spreads, boosted by the Bredabest acquisition, and snacks. Despite lower sales, we expect unitary contribution margins to remain stable, supported by Natra's effective pass-through mechanism. The combination of higher volumes, stable contribution margins, and lower exceptional costs should enable the company to reach adjusted EBITDA of EUR100 million-EUR105 million in 2026 and 2027, implying an 11%-11.5% margin in 2026 and 11.5%-12.0% in 2027. Higher profitability should also be supported by ongoing operational efficiency programs--particularly in 2027--including reductions in rework, improved line efficiency, value engineering, and savings in logistics and energy. There is upside to our base-case forecast from stronger growth not captured in our assumptions, mainly in the dynamic peanut-butter category and the U.S. market, which offers meaningful potential given low private-label penetration, the large market size, and Natra's existing relationships with key retailers." Natra's relatively modest competitive position within the broader snacking sector in Europe is partly offset by its strong presence in dynamic private-label categories and balanced channel mix. With projected revenue of about EUR940 million and adjusted EBITDA of EUR90 million in 2025, the company remains much smaller than global branded competitors such as Mondelez, Nestle, Ferrero, Hershey, and Mars, which benefit from large scale, robust cash flow, and extensive geographic and product diversification that support rapid innovation. Despite its smaller size, Natra holds a market share of 10%-15% in the European private-label chocolate industry, which benefits from favorable structural demand trends, with the company being the only relevant player present across all four major categories: spreads, tablets, snacking, and pralines. Natra also maintains a solid position in co-manufacturing (14% of revenue), which provides diversification against potential branded-volume recoveries and additional growth as brands increasingly outsource production. The company's strong local presence in the upstream supply chain in Spain (34% of revenue) is strategically important, supporting raw-material availability, stabilizing supply costs, and enhancing traceability and sustainability credentials. This enhances its appeal to private-label and co-manufacturing customers. Natra's concentration in mature and low-growth European markets should be offset by its favorable customer and product mix, and its ability to cross-sell into underserved markets. Western Europe, which accounts for most group sales, offers limited growth opportunities due to high per capita chocolate consumption, a soft consumer environment, and unfavorable demographics. S&P said, "Still, we expect the company to continue outperforming the market thanks to its advantageous channel, customer, and product mix strategy. The group benefits from a strong position in private label, supported by structural trends such as the shift toward discounters and improving perceptions of private-label quality, as innovation narrows the quality gap while the price gap remains significant. We expect the market penetration of private label in chocolate snacks, which is currently only about 20%, to gradually increase as consumers increasingly become price-conscious following the spike in cocoa prices, with limited reversion to brands in high-repeat categories. Natra is well positioned with leading discounter retailers, which are expected to continue gaining share in their respective markets. Lastly, the company's demonstrated innovation and commercial capabilities should allow it to cross-sell to key customers, enhancing revenue." S&P said, "In our view, Natra's resilient operating performance over 2024 and 2025 is a testament to its ability to navigate extremely challenging market conditions. The company can effectively mitigate cocoa-bean price volatility through its pass-through mechanisms and disciplined working-capital management. The company delivered 19.9% revenue growth and 28.9% reported EBITDA growth in 2024, and expects 9.5% and 8% growth, respectively, in 2025, thanks to its ability to maintain a stable contribution margin per kilogram despite the highest recorded volatility in cocoa prices, which peaked at 4x-5x above the baseline early this year. This demonstrates the strength of Natra's back-to-back pricing and hedging model. The company makes effective use of futures contracts, ensuring that market price fluctuations have no material impact on margins. In addition, Natra benefits from a flexible sourcing approach that allows it to shift between Latin America and West Africa, supported by its ability to blend recipes and focus on more value-added, lower-cocoa products. The liquidity position also remained healthy during this period, as working-capital swings were effectively absorbed through a prudent cash position and increased use of supply-chain financing, while still leaving ample undrawn amounts. As well, supply-chain financing lines were maintained by financial counterparties during this period of stress, which supports our view that these lines will continue to support liquidity. We therefore view liquidity as adequate to absorb potential volatility, consistent with past performance." Despite the category's strong resilience across cycles, chocolate snack manufacturers face rising risk if they fail to keep pace with shifting consumer preferences toward more natural and healthier products. The chocolate market has shown stable consumption through economic downturns and periods of sharp inflation, consistently outperforming broader food categories during recessionary episodes. More recently, the market has navigated a severe cocoa-supply shock, with market prices soaring due to weather- and disease-related disruptions in West Africa. Even so, chocolate demand has remained resilient, supported by its low price elasticity: It represents a small share of the total food basket and is widely perceived as a comfort food, leading consumers to cut spending in other categories first during periods of economic uncertainty. However, consumer preferences are shifting toward healthier and more natural products. This has led to modest portion reductions and increasing interest in higher-protein or lower-sugar alternatives, with some movement toward nut-based products. Although chocolate is likely to continue being viewed as an acceptable occasional treat, S&P thinks manufacturers will need to invest in marketing, innovation, and manufacturing processes to adapt product portfolios, highlight perceived health benefits, and maintain relevance as these trends accelerate. S&P said, "The stable outlook reflects our view that Natra's operating performance should remain resilient over the next 12-18 months, with adjusted leverage declining and remaining below 7x and FOCF turning positive to EUR50 million-EUR60 million annually. "We could lower the rating in the next 12 months if, contrary to our base-case scenario, Natra fails to organically expand its EBITDA base, such that adjusted debt leverage remains persistently above 7x or FOCF remains structurally negative. This could occur if higher-than-expected cocoa-price volatility erodes consumer demand, leading to depressed EBITDA and significant working-capital swings that weigh on FOCF. We could also take a negative rating action if the group pursues a more aggressive financial policy than expected, with a large debt-financed acquisition or shareholder remuneration. "We could raise the rating if the company materially outperforms our base-case scenario in terms of revenue, EBITDA, and FOCF, such that adjusted leverage falls below 5x, with a clear and credible commitment from the sponsor that the business would not be releveraged above that level." SEASHELL BIDCO: Fitch Assigns 'B(EXP)' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has assigned Seashell Bidco, SLU (Natra) an expected Long-Term Issuer Default Rating (IDR) of 'B(EXP)' with a Stable Outlook. Fitch has also assigned its upcoming EUR500 million term loan B (TLB) an expected senior secured instrument rating of 'B+(EXP)' with a Recovery Rating of 'RR3'. The final ratings are subject to the receipt of financing documentation conforming to the information received. The rating reflects Natra's small scale and high financial leverage, balanced by its well-entrenched position in the private‑label chocolate market in its core countries, a sustainable business profile with an effective cost pass‑through mechanism, and a robust hedging strategy. These strengths support its resilient profitability and sustained positive free cash flow (FCF) despite fluctuating cocoa prices. The Stable Outlook reflects its expectations that the company will gradually increase rating headroom, with EBITDA gross leverage moderating towards 6.0x from 2026, supported by efficiency gains, satisfactory liquidity and an extended debt‑maturity profile following the refinancing. Key Rating Drivers Well-Placed Niche Manufacturer: Natra's rating and credit profile are constrained by its scale, but this is balanced by its vertically integrated operations and entrenched market position across chocolate product categories. Natra is in the top three in tablets, snacks, spreads, and pralines in Europe, with the strongest presence in Spain, France and the Netherlands. Fitch expects Natra to continue growing its presence in its existing markets and expand further in specific growth regions, such as the US and Asia, mostly through organic growth. Natra has a long-term partnership with well-known European food retailers and branded chocolate producers, underpinned by agreements that provide recurring and predictable revenue and volume, which are typically agreed one year in advance. Effective Pass-Through Mechanism: Natra's operations benefit from an adequate pass-through mechanism in its distribution channels, protected by a back-to-back hedging strategy with suppliers, locking hedged commodity prices in sales agreements. This is positive for the credit profile, protecting margins and ensuring stable operating growth, while eliminating cocoa and other raw material price risk. Good Profitability Path: Natra's rating is supported by its projection of steady EBITDA margin growth to above 12% by end-2028 (pro forma for recent acquisitions: 10.4% in 2025), an increase of almost 200bp from 2024. This will be driven by synergies from the latest acquisitions and progress in its automation and waste‑reduction programme to improve overall production efficiency. Fitch views Natra's profitability as strong compared with other private‑label packaged food manufacturers, supported by efficiency-driven gains and underlying profitability stability due to Natra's pricing mechanism. Positive FCF from 2026: Fitch projects modest but sustained positive FCF generation from 2026, with FCF margins averaging 4.5% to 2028. This will be driven by working‑capital normalisation as cocoa prices moderate next year from the current extraordinarily high levels, while Natra's earnings continue to grow due to gradually expanding volumes. Natra is a cash‑generative business but the niche scale of its operations means its credit profile, particularly cash flow, remains highly sensitive to cocoa price volatility. Moderate Deleveraging: The rating captures Natra's ability to maintain adequate EBITDA gross leverage for the business model at or below 6.0x from 2026, supported mostly by the full integration of recent acquisitions and steady operating profit growth backed by operating efficiency measures. Fitch does not factor in M&A over the forecast period to 2028, so any large debt-funded M&A that results in material re-leveraging could put the rating under pressure. Supportive Growth Fundamentals: Chocolate derivatives, tablets, snacks, spreads and couverture products have had stable to growing consumption volumes even during economic downturns as they represent a very small component of an average household's food consumption and have low price sensitivity. Natra is firmly positioned to capture this organic growth, including rising consumer demand for healthier indulgence and innovative food options across Europe. Continued investment in innovation, including low-sugar, protein-enriched, and fortified offerings, will support its competitive position in the long term. Private Label Growth: The private‑label chocolate segment has experienced steady and strong growth over recent years, improving market penetration against branded products. This is driven by more competitive pricing, improved consumer perception, and a consumer shift toward discounters. Fitch believes Natra is well placed to benefit from this favourable market trend, supported by long‑term partnerships with large European grocers. Peer Analysis Natra's rating is one notch above Biscuit Holding SAS (B-/Negative), reflecting a stronger business and financial profile. They have similar geographic diversification, scale and brand strength, and are largely focused on private labels. However, Natra benefits from a broader distributionchannel exposure, operating both upstream and downstream, and stronger product innovation, leveraging R&D to support new products and crossselling. Natra's financial profile is also stronger, with better leverage, EBITDA coverage and liquidity. Natra's business profile is weaker than that of Platform Bidco Limited (Valeo; B-/Stable), due to its smaller scale and weaker brand against Valeo's wellknown brands. This is partly offset by Natra's broader geographic diversification, with a greater exposure outside EMEA. Natra's stronger financial profile supports its higher rating; Fitch expects leverage of about 6.1x in 2026 versus Valeo's 7.1x. Valeo's more expansionled strategy prioritises M&A over a stable leverage trajectory. Fitch rates Natra one notch below the private-label food manufacturer La Doria S.p.A. (B+/Stable). They share broadly similar business profiles exposed to harvest yield and natural produce price volatility, but La Doria's more conservative leverage and coverage metrics support a higher rating. Natra is rated one notch lower than Sammontana Italia S.p.A. (B+/Stable), driven by the latter's lower leverage by about one turn by 2026, stronger FCF generation, greater profitability and stronger EBITDA coverage. Sammontana's business profile is slightly stronger due to its larger scale, while other components are broadly similar. Fitch’s Key Rating-Case Assumptions - Revenue growth of 28.5% in 2025, driven mostly by cocoa price increases, followed by a decrease of 3.9% in 2026 and 3.4% in 2027 due to normalising cocoa prices; annual revenue growth in the low-single digits from 2028 - EBITDA margin at 9.7% in 2025, driven by the full integration of the Bredabest and Gudrun acquisitions, synergies and cost savings, before gradually increasing to over 12% by 2028 - A material working-capital outflow of 7% of sales, driven by cocoa prices, followed by a working-capital reduction on moderating cocoa prices with some inflows in FY26 and FY27 - Capex at 1.6% of revenue in 2025, gradually increasing to around 2% on average to 2028 Recovery Analysis Its recovery analysis assumes that Natra would be considered a going concern (GC) in bankruptcy, and that it would be reorganised rather than liquidated. Its bespoke GC recovery analysis considered an estimated EBITDA after restructuring available to creditors of around EUR75 million. This reflects its view of a sustainable EBITDA that would allow Natra to retain a viable business. Fitch used a distressed enterprise value (EV)/EBITDA multiple of 5.0x, reflecting Natra's operational scale and market positions. This is about the mid-point of its multiple for distribution peers in EMEA. This multiple is in line with those of La Doria S.p.A. and Biscuit Holding SAS, which have broadly comparable scale and operate in related private-label packaged food categories. The multiple is below those of Sammontana and Valeo at 5.5x, which are due to their branded product portfolios and Valeo's bigger scale. Natra plans to refinance its capital structure with a TLB and a new revolving credit facility (RCF), both ranking pari passu, to repay its existing debt. In accordance with its criteria, Fitch has assumed the EUR105 million senior RCF would be fully drawn upon default. Its principal waterfall analysis, after deducting 10% for administrative claims, generated a ranked recovery for the senior secured debt at 'B+(EXP)'/'RR3', implying a one-notch up uplift for the senior secured debt rating above the IDR. Fitch expects Natra's existing off-balance-sheet working capital lines (factoring) to remain available during and after distress, given the strong credit quality of the company's client and supplier base. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - EBITDA gross leverage consistently above 6.5x - Neutral to negative FCF margin on a sustained basis - EBITDA interest coverage below 2.5x on a sustained basis - Reducing liquidity headroom Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - Robust execution of the business strategy leading to growing EBITDA toward EUR150 million - EBITDA gross leverage below 5.5x on a sustained basis - EBITDA margin growing toward 12% and FCF margin above 2% - EBITDA interest coverage rising towards 3.0x Liquidity and Debt Structure Natra will have a satisfactory liquidity profile after the refinancing, with estimated Fitch-adjusted freely available cash of about EUR60 million at end-2025, after excluding EUR15 million for intra-year working-capital fluctuations. The company will also have access to a committed RCF of EUR105 million due in 2032. Its debt structure will be concentrated but offer comfortable maturity headroom with its 6.5-year RCF and seven-year TLB maturity. Issuer Profile Seashell Bidco SLU is a Spain-based private-label chocolate manufacturer. Date of Relevant Committee 28-Nov-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. 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 ----------- ------ -------- Seashell Bidco, SLU LT IDR B(EXP) Expected Rating senior secured LT B+(EXP) Expected Rating RR3 [] Moody's Takes Action on 19 Notes from 6 Spanish RMBS Deals ------------------------------------------------------------- Moody's Ratings has upgraded the ratings of 14 notes, confirmed the ratings of one note and affirmed the ratings of 4 notes in five TDA CAM Spanish RMBS and in TDA Sabadell RMBS 5, Fondo de Titulizacion. The rating action concludes Moody's review of 15 notes placed on review for upgrade on October 06, 2025 (https://urlcurt.com/u?l=fcquvw) following the increase of the Government of Spain's ("Spain") local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). Issuer: TDA CAM 5, FTA EUR1944M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR56M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa3 (sf) Placed On Review for Upgrade Issuer: TDA CAM 6, FTA EUR752M Class A3 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR50M Class B Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 A1 (sf) Placed On Review for Upgrade Issuer: TDA CAM 7, FTA EUR1207.3M Class A2 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR200M Class A3 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR92.7M Class B Notes, Upgraded to A1 (sf); previously on Oct 6, 2025 A2 (sf) Placed On Review for Upgrade Issuer: TDA CAM 8, FTA EUR1635.4M Class A Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR45.9M Class B Notes, Upgraded to A3 (sf); previously on Oct 6, 2025 Baa2 (sf) Placed On Review for Upgrade EUR18.7M Class C Notes, Upgraded to Baa3 (sf); previously on Oct 6, 2025 Ba2 (sf) Placed On Review for Upgrade EUR12.8M Class D Notes, Affirmed C (sf); previously on Oct 6, 2025 Affirmed C (sf) Issuer: TDA CAM 9, FTA EUR250M Class A1 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR943.5M Class A2 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR230M Class A3 Notes, Upgraded to Aaa (sf); previously on Oct 6, 2025 Aa1 (sf) Placed On Review for Upgrade EUR48M Class B Notes, Affirmed Baa3 (sf); previously on Oct 6, 2025 Affirmed Baa3 (sf) EUR28.5M Class C Notes, Affirmed Baa3 (sf); previously on Oct 6, 2025 Affirmed Baa3 (sf) EUR15M Class D Notes, Affirmed C (sf); previously on Oct 6, 2025 Affirmed C (sf) Issuer: TDA Sabadell RMBS 5, Fondo de Titulizacion EUR3430M Class A Notes, Upgraded to Aa1 (sf); previously on Oct 6, 2025 Aa3 (sf) Placed On Review for Upgrade EUR70M Class B Notes, Confirmed at Ba3 (sf); previously on Oct 6, 2025 Ba3 (sf) Placed On Review for Upgrade RATINGS RATIONALE The rating upgrades reflect the increase in the Spanish local-currency country ceiling to Aaa from Aa1. In the TDA CAM transactions, this action also reflects the better than expected performance and increased levels of credit enhancement, as well as Moody's assessments of past interest shortfall. In TDA Sabadell RMBS 5, Fondo de Titulizacion ("TDA Sabadell RMBS 5"), the rating action accounts for the upgrade of Banco de Sabadell, S.A. on October 03, 2025. Moody's affirmed the ratings of the Notes with an expected loss consistent with their current ratings and current interest shortfall. Decreased Country Risk The rating action follows the increase of Spain's local-currency bond country ceiling to Aaa from Aa1 on September 26, 2025. This local-currency bond ceiling increase followed the upgrade of the Government of Spain's issuer and bond ratings to A3 with a stable outlook from Baa1 and a positive outlook. Spain's country ceiling, and therefore the maximum rating that Moody's can assign to a domestic Spanish issuer under Moody's methodologies, including structured finance transactions backed by Spanish receivables, is Aaa (sf). The decrease in sovereign risk is reflected in Moody's quantitative analysis for the affected tranches. By increasing the maximum achievable rating for a given portfolio loss, the methodology alters the loss distribution curve and implies a lower probability of high loss scenarios, which has a positive impact on all notes, including mezzanine and junior notes. Increase/decrease in Available Credit Enhancement Sequential amortization together with a non-amortizing reserve fund in TDA CAM 5, FTA, TDA CAM 6, FTA, TDA CAM 7, FTA and TDA CAM 8, FTA led to the increase in the credit enhancement available since the last rating action. For instance, the credit enhancement for the Class B Notes in these transactions increased to 7.0% from 6.7% for TDA CAM 5, FTA, to 6.4% from 6.1% for TDA CAM 6, FTA, to 5.7% from 5.3% for TDA CAM 7, FTA, and to 10.3% from 9.6% for TDA CAM 8, FTA. In TDA CAM 9, FTA, the reserve fund amortised to its floor in the latest interest payment date. As a result the available CE for the rated tranches decreased since the last rating action. For example, the CE for the Class C Notes has decreased to 4.2% from 8.1%. Assessment of Interest Shortfalls When upgrading the Class B in TDA CAM 7, FTA and Classes B and C in TDA CAM 8, FTA and TDA CAM 9, FTA, Moody's have taken into account the permanent economic loss resulting from past periods over which interest was deferred without interest on deferred interest being due. While all interest shortfalls have since been recouped, the transaction structures do not mandate interest-on-interest following non-payment of interest. Change in counterparty's rating In TDA Sabadell RMBS 5, the rating upgrade of the Class A Notes also reflects the upgrade of Banco de Sabadell, S.A. CR assessment to A2(cr) from A3(cr) and LT deposit rating to A3 from Baa1. Due to the high degree of linkage to Banco de Sabadell, S.A. acting as the swap counterparty and issuer account bank in the transaction, the ratings of the Class A Notes are constrained at Aa1 (sf). Revision of Key Collateral Assumptions: As part of the rating action, Moody's reassessed Moody's lifetime loss expectation for the portfolios reflecting the collateral performance to date. TDA CAM 5, FTA The performance of the transaction has continued to improve and 90 days plus arrears currently stand at 0.41% of current pool balance showing a stable trend over the past year. Cumulative defaults currently stand at 7.51% of original pool balance, broadly unchanged since last year. Moody's decreased the expected loss assumption to 1.50% as a percentage of current pool balance due to the improving performance. The revised expected loss assumption corresponds to 2.42% as a percentage of original pool balance down from 2.45%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 5.4% from 6.0%. TDA CAM 6, FTA The performance of the transaction has continued to improve and 90 days plus arrears currently stand at 0.54% of current pool balance showing a decreasing trend over the past year. Cumulative defaults currently stand at 13.50% of original pool balance slightly up from 13.45% a year earlier. Moody's maintained the expected loss assumption at 1.53% as a percentage of current pool balance due to the stable performance. The revised expected loss assumption corresponds to 4.27% as a percentage of original pool balance, slightly down from 4.30%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 5.5% from 6.2%. TDA CAM 7, FTA The performance of the transaction has remained stable and 90 days plus arrears currently stand at 0.66% of current pool balance showing a stable trend over the past year. Cumulative defaults currently stand at 13.27% of original pool balance slightly up from 13.21% a year earlier. Moody's maintained the expected loss assumption at 1.82% as a percentage of current pool balance due to the stable performance. The revised expected loss assumption corresponds to 4.88% as a percentage of original pool balance, slightly down from 4.92%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 6.3% from 7.1%. TDA CAM 8, FTA The performance of the transaction has remained stable and 90 days plus arrears currently stand at 0.50% of current pool balance showing a slightly increasing trend over the last year. Cumulative defaults currently stand at 11.02% of original pool balance slightly up from 10.99% a year earlier. Moody's maintained the expected loss assumption at 1.80% as a percentage of current pool balance due to the stable performance. The revised expected loss assumption corresponds to 4.06% as a percentage of original pool balance, slightly down from 4.11%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expects the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 6.2% from 7.1%. TDA CAM 9, FTA The performance of the transaction has remained stable and 90 days plus arrears currently stand at 0.51% of current pool balance showing a slightly increasing trend over the past year. Cumulative defaults currently stand at 16.20% of original pool balance slightly up from 16.16% a year earlier. Moody's maintained the expected loss assumption at 1.84% as a percentage of current pool balance due to the stable performance. The revised expected loss assumption corresponds to 5.94% as a percentage of original pool balance, slightly down from 6.00%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have decreased the MILAN Stressed Loss assumption to 6.4% from 7.4%. TDA Sabadell RMBS 5, Fondo de Titulizacion The performance of the transaction has remained stable and 90 days plus arrears currently stand at 1.52% of current pool balance. Cumulative defaults currently stand at 10.38% of original pool balance slightly up from 10.21% a year earlier. Moody's maintained the expected loss assumption at 2.0% as a percentage of original pool balance due to the stable performance. The revised expected loss assumption corresponds to 2.10% as a percentage of current pool balance, slightly up from 2.0%. Moody's reassessed loan-by-loan information to estimate the loss Moody's expect the portfolio to incur in a severe economic stress. As a result, Moody's have maintained the MILAN Stressed Loss assumption at 7.0%. The principal methodology used in these ratings was "Residential Mortgage-Backed Securitizations" published in October 2024. The analysis undertaken by Moody's at the initial assignment of ratings for RMBS securities may focus on aspects that become less relevant or typically remain unchanged during the surveillance stage. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement and (3) improvements in the credit quality of the transaction counterparties. Factors or circumstances that could lead to a downgrade of the ratings include (1) an increase in sovereign risk, (2) performance of the underlying collateral that is worse than Moody's expected, (3) deterioration in the notes' available credit enhancement and (4) deterioration in the credit quality of the transaction counterparties. =========================== U N I T E D K I N G D O M =========================== BYC SURGERY: Richard J Smith Appointed as Joint Administrators -------------------------------------------------------------- BYC Surgery Limited, trading as Sheikh Ahmad Cosmetic Surgeon, was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Bristol, Insolvency and Companies List (ChD), Court No. CR-2025-BRS-000131, and Samuel Adam Bailey and Jonathan David Trembath of Richard J Smith & Co were appointed as joint administrators on Nov. 26, 2025. BYC Surgery Limited offered specialist medical practice. Its registered office is at Richard J Smith & Co, 53 Fore Street, Ivybridge, Devon, PL21 9AE. Its principal trading address is Health & Wellbeing Innovation Centre, Treliske, Truro, Cornwall, TR1 3FF. The joint administrators can be reached at: Samuel Adam Bailey Jonathan David Trembath Richard J Smith & Co 53 Fore Street Ivybridge, Devon, PL21 9AE Further details contact: Steve Baggett Tel: 01752 690101 Email: steve.baggett@richardjsmith.com CLEAN TECH EVENTS: Opus Restructuring Appointed as Administrators ----------------------------------------------------------------- Clean Tech Events Ltd was placed into administration proceedings in the High Court of Justice, The Business and Property Courts in Leeds, Insolvency and Companies List (ChD), Court No. CR-2025-LDS-001142, and Emma Mifsud and Mark Nicholas Ranson of Opus Restructuring LLP were appointed as administrators on Nov. 24, 2025. Clean Tech Events Ltd was an exhibition and fair organiser. Its registered office is at 7 Princes Square, Harrogate, North Yorkshire, HG1 1ND. Its principal trading address is Vox Studios, 1 – 45 Durham Street, Vauxhall, London SE11 5JH. The joint administrators can be reached at: Emma Mifsud Mark Nicholas Ranson Opus Restructuring LLP Fourth Floor, One Park Row Leeds, West Yorkshire, LS1 5HN Further details contact: Michael Tsang Tel: 0113 512 5020 Email: michael.tsang@opusllp.com COURIE INVESTMENTS: Interpath Appointed as Joint Administrators --------------------------------------------------------------- Courie Investments Ltd was placed into administration proceedings in the High Court of Justice, No. 008322 of 2025, and James Alexander Dewar and Alistair McAlinden of Interpath Ltd were appointed as joint administrators on Nov. 25, 2025. Courie Investments Ltd specialized in buying and selling of own real estate. Its registered office is at C/O Johnston Carmichael LLP, Birchin Court, 20 Birchin Lane, London, England, EC3V 9DU. The joint administrators can be reached at: James Alexander Dewar Alistair McAlinden Interpath Ltd 5th Floor, 130 St Vincent Street Glasgow, G2 5HF Further details contact: Shermin Efendi Tel: 0141 648 4351 DIGNITY FINANCE: Fitch Hikes Rating on Class B Notes to 'B-' ------------------------------------------------------------ Fitch Ratings has upgraded Dignity Finance Plc's class B notes to 'B-', from 'CCC', and affirmed the class A notes at 'BBB'. The Outlooks are Stable. Entity/Debt Rating Prior ----------- ------ ----- Dignity Finance Plc Dignity Finance Plc/Project Revenues - Second Lien/2 LT LT B- Upgrade CCC Dignity Finance Plc/Project Revenues - First Lien/1 LT LT BBB Affirmed BBB RATING RATIONALE The upgrade reflects Dignity's continued business recovery and the expected full prepayment of the class A notes on 31 December 2025, which improves the company's capacity for continued debt service on the class B notes. Class B debt service covers interest only until 2035, when principal amortisation commences. This reduces the probability of a default of the class B notes due to the long time before a step-up in debt service. The rating continues to reflect the ongoing recovery of the business and the challenging operating environment with price competition and cost pressures. KEY RATING DRIVERS Industry Profile - Midrange Challenging Operating Environment: Price competition, cost pressures and changing consumer behaviour for lower-margin services highlight the increasing exposure of the funeral business to discretionary spending. The Covid-19 pandemic facilitated a trend towards unattended funerals and simplified cremations, which, together with greater price competition and transparency, represent structural changes to the sector, weakening Dignity's operating environment. Volume risk is limited, with predictable long-term demand. Operating environment - Midrange; Barriers to entry - Midrange; Sustainability - Stronger Company Profile - Midrange Declining Long-Term Stability: Dignity's ability to increase tariffs across all business segments is limited due to consumers' price-conscious behaviour and the company's strategy to re-gain market share. The company's focus on cost control, including closures of less profitable funeral homes and a more standardised offering, has had continued success in 2025. However, Fitch expects margins to remain under pressure over the medium term. Financial performance - Weaker; Company operations - Midrange; Transparency - Stronger; Dependence on operator - Midrange; Asset quality - Midrange Debt Structure - 1 - Stronger; Debt Structure - 2 - Midrange Solid Debt Structure: The notes are fixed rate and fully amortising, benefiting from a strong UK whole business securitisation security package and strong structural features, such as a tranched liquidity facility and high thresholds for restricted payment conditions and the financial covenant. Debt Profile - 'Stronger'; Security Package - 'Stronger'; Structural Features - 'Stronger' Contractually Subordinated Class B Notes: Fitch assesses the class B notes' debt structure as weaker than that of the class A notes, reflecting their contractual subordination and late maturity in 2049. The interest-only period until the repayment of class A notes and the long-dated maturity of the class B notes makes them vulnerable to further re-shaping of the industry and Dignity's ability to adjust to improve its profitability. Debt profile - Midrange; Security package - Midrange; Structural features - Stronger Financial Profile Its rating case assumes long-term free cash flow (FCF) growth to be less than the death rate forecast by the UK Office for National Statistics. This reflects the uncertainty around the business environment and Dignity's ability to defend its market share and raise pricing. Fitch assumes an FCF CAGR between 2026 and 2028 of about 1.8%. Its projections take into account the planned full prepayment of the class A notes by end-December 2025. The lower of the average and median rent-adjusted FCF debt service coverage ratio (DSCR) is robust at 1.9x for the class A notes. The class B FCF DSCR averages 1.1x, but the median FCF DSCR is 1x, as a result of low FCF DSCRs when the class B notes amortise. PEER GROUP Dignity has no direct peers, but Fitch compares it with other transactions within the Fitch WBS universe. CPUK Finance Limited (class A notes: BBB/Stable) operates in the holiday and leisure industry and is, therefore, more exposed to discretionary spending, but Dignity has been facing much stronger competitive pressures, affecting volumes, prices and cash flow generation. The amount of outstanding Dignity senior notes is very small, resulting in strong coverage metrics, further supported by the tranched liquidity facility, which remains undrawn, justifying the same rating as CPUK's senior notes. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Class A - Deterioration in the business profile or environment, leading to DSCRs consistently below 1.7x Class B - Deterioration in the business profile or operating environment, leading to DSCRs consistently below 1x Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Class A - Upgrade unlikely in the near term Class B - Improvement in its cash flow-generating ability, leading to DSCRs consistently above 1.1x SECURITY - First fixed security in respect of the issuer's rights under the intercompany loan made to the borrower - Floating charge over all the issuer's property, undertakings and assets - First fixed charge over the borrower's and other obligors' assets and a floating charge over substantially all their property, undertakings and assets not subject to fixed charge security - The first ranking qualifying floating charge in conjunction with a UK capital markets issuance over GBP50 million give right to appoint an administrative receiver over the borrower's business in the event of an unremedied borrower event of default. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Dignity. ESG Considerations Dignity has an ESG Relevance Score of '4' for Human Rights, Community Relations, Access and Affordability due to increased price competition in the funeral sector and general affordability, which has a negative impact on the credit profile, and is relevant to the ratings in conjunction with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. EALBROOK 2025-1: Fitch Assigns 'BB+sf' Rating to Two Tranches ------------------------------------------------------------- Fitch Ratings Ealbrook Mortgage Funding 2025-1 PLC final ratings, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- Ealbrook Mortgage Funding 2025-1 PLC A LT AAAsf New Rating AAA(EXP)sf B LT AA-sf New Rating AA-(EXP)sf C LT Asf New Rating A(EXP)sf D LT BBB+sf New Rating BBB+(EXP)sf E LT BB+sf New Rating BB+(EXP)sf X LT BB+sf New Rating BB+(EXP)sf Transaction Summary Ealbrook Mortgage Funding 2025-1 plc is a static securitisation of owner-occupied (OO; 99.4%) and a negligible portion of buy-to-let (BTL) loans (0.6%) originated by Bluestone Mortgages Limited. Bluestone remains the legal title holder and the servicer of the assets. The seller is Shawbrook Bank plc, the ultimate parent of Bluestone. KEY RATING DRIVERS Specialist Assets: The mortgage pool comprises almost exclusively recent OO and a negligible portion of BTL loans, predominantly originated in or after 2022, with a weighted average (WA) seasoning of 20 months. Bluestone focuses on borrowers that do not qualify for high street lenders' automated scorecard criteria. This can include borrowers with adverse credit and complex incomes. Fitch applied a transaction adjustment of 1.1x for the pool. Fixed Loans Reverting to Floating: The pool comprises fixed loans that will revert to Bluestone's standard variable rate (SVR) plus a contractual margin, which is 2.9% at closing on a WA basis. Fitch has modelled the contractual margin and analysed the historical evolution of Bluestone's SVR margin over SONIA to derive its assumptions across stable, decreasing and rising interest rate scenarios after the expiry of fixed-rate periods. Over-Reliance on Excess Spread: The class E notes do not benefit from credit enhancement and are expected to be repaid from revenue available funds through the turbo amortisation mechanism, leading to significant structural reliance on excess spread. Its cash flow analysis indicates that in the absence of excess spread, the notes may be unable to meet their payment obligations, which constrains the achievable rating. Fixed Interest Rate Swap Schedule: The transaction features a fixed-to-floating interest rate swap to hedge the interest rate risk between the fixed-rate mortgage assets and the SONIA-linked notes. The swap has a defined notional schedule, calculated using a 0% constant prepayment rate and assuming no defaults. In Fitch's cash flow modelling, the combination of high prepayments and decreasing interest rates leads to the transaction being over hedged with swap payments senior to note interest. No Product Switches Permitted: No product switches can be retained in the pool and any future product switches of loans in the pool will be repurchased by the seller. This mitigates the potential for pool migration towards lower-yielding assets and the need for additional hedging. Fixed Loans Reversions Affect Prepayments: Most fixed-rate loans have a tenor of two or five years, and the reversion dates are concentrated in 2027, 2029 and 2030. The point at which these loans are scheduled to revert from a fixed rate to the relevant follow-on rate will likely determine when prepayments will occur. Fitch has therefore applied an alternative high prepayment stress that tracks the fixed rate reversion profile (inclusive of retained product switches) of the pool. The prepayment rate applied is floored at the high prepayment rate assumptions produced by Fitch's analytical model ResiGlobal (UK) and capped at a maximum rate of 40% a year. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The transaction's performance may be affected by adverse changes in market conditions and the economic environment. Weakening economic performance is strongly correlated to increasing delinquencies and defaults that could reduce credit enhancement available to the notes. In addition, unexpected declines in recoveries could result in lower net proceeds, which may make certain notes susceptible to negative rating action, depending on the extent of the decline in recoveries. Fitch found that a 15% increase in the WA foreclosure frequency (FF) and 15% decrease of the WA recovery rate (RR) would imply the following: Class A: 'A+sf' Class B: 'BBB+sf' Class C: 'BBBsf' Class D: 'BB+sf' Class E: 'B+sf' Class X: 'B+sf' Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Stable to improved asset performance driven by stable delinquencies and defaults would lead to increasing credit enhancement and potentially upgrades. Fitch found that a 15% decrease in the WAFF and 15% increase of the WARR would imply the following: Class A: 'AAAsf' Class B: 'AA+sf' Class C: 'A+sf' Class D: 'A+sf' Class E: 'BB+sf' Class X: 'BB+sf' 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. 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. Date of Relevant Committee 25 November 2025 ESG Considerations The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. GLOBAVISTA: RMT Accountants Appointed as Administrators ------------------------------------------------------- Globavista Ltd was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-000151, and Eric Walls and Christopher John Ferguson of RMT Accountants & Business Advisors Limited were appointed as administrators on Nov. 25, 2025. Globavista Ltd specialized in information technology service activities. Its registered office and principal trading address is 124 City Road, London, EC1V 2NX. The administrators can be reached at: Eric Walls Christopher John Ferguson RMT Accountants & Business Advisors Limited Gosforth Park Avenue Newcastle upon Tyne, NE12 8EG Further details contact: Craig Harmon Telephone No: 0191 482 3343 Email: craig.harmon@r-m-t.co.uk JNFX LIMITED: Azets Holdings Appointed as Joint Administrators -------------------------------------------------------------- JNFX Limited was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-008088, and Louise Brittain and Matthew Richards of Azets Holdings Limited were appointed as joint administrators on Nov. 24, 2025. JNFX Limited specialized in management consultancy activities other than financial management. Its registered office is at 3rd Floor, 114a Cromwell Road, London, SW7 4AG. Its principal trading address is Unit 201b, 2nd Floor, 40 Gracechurch Street, London, EC3V 0BT. The joint administrators can be reached at: Louise Brittain Azets Holdings Limited Gladstone House, 77-79 High Street Egham, Surrey, TW20 9HY Matthew Richards Azets Holdings Limited 2nd Floor, Regis House 45 King William Street London, EC4R 9AN Further details contact: The Joint Administrators Tel: 01784 435561 Email: JNFX@azets.co.uk Alternative contact: Samara Masny M & A METALS: FRP Advisory Appointed as Joint Administrators ------------------------------------------------------------ M & A Metals Ltd, trading as Spartan Metal Recycling, was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-008346, and Kelly Burton and Joseph Fox of FRP Advisory Trading Limited were appointed as joint administrators on Nov. 26, 2025. M & A Metals Ltd specialized in metal recycling. Its registered office is Spartan Metal Recycling, Oliver Road, Grays, RM20 3AS (to be changed to C/o FRP Advisory Trading Limited, The Manor House, 260 Ecclesall Road South, Sheffield, S11 9PS). Its principal trading address is Spartan Metal Recycling, Oliver Road, Grays, RM20 3AS. The joint administrators can be reached at: Kelly Burton Joseph Fox FRP Advisory Trading Limited The Manor House 260 Ecclesall Road South Sheffield, S11 9PS Alternative Contact for Joint Administrators: Anya Jenkins Tel: 0114 235 6780 Email: anya.jenkins@frpadvisory.com PASCOE HOMES: Leonard Curtis Appointed as Joint Administrators -------------------------------------------------------------- Pascoe Homes (Leeds) Ltd, trading as Pascoe Homes, was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-007294, and Nick Myers and Alex Cadwallader of Leonard Curtis were appointed as joint administrators on Nov. 17, 2025. Pascoe Homes (Leeds) Ltd specialized in the development of building projects. Its registered office is at 5th Floor, Grove House, 248a Marylebone Road, London NW1 6BB. Its principal trading address is Land on the North Side of Goodman Street, Leeds. The joint administrators can be reached at: Nick Myers Alex Cadwallader Leonard Curtis 5th Floor, Grove House 248a Marylebone Road London NW1 6BB Further details contact: The Joint Administrators Tel: 020 7535 7000 Email: recovery@leonardcurtis.co.uk Alternative contact: Amber Walker PAYSAFE GROUP: Moody's Affirms 'B2' CFR, Alters Outlook to Stable ----------------------------------------------------------------- Moody's Ratings has changed to stable from positive the outlooks on Paysafe Group Holdings II Limited (Paysafe), Paysafe Finance PLC, Paysafe Holdings (US) Corp., and Paysafe Holdings UK Limited. Concurrently, Moody's have affirmed Paysafe's B2 long-term corporate family rating and B2-PD probability of default rating. Moody's have also affirmed the B2 ratings of all instruments issued by Paysafe Finance PLC, Paysafe Holdings (US) Corp., and Paysafe Holdings UK Limited. RATINGS RATIONALE The rating action reflects the weakening of Paysafe's credit metrics following the divestiture of the entity involved in direct marketing within the merchant solutions segment, as well as execution difficulties in the company's continuing operations constraining profitability. Paysafe remains appropriately positioned within the B2 rating, given Moody's expectations of a moderate recovery in its credit metrics over the next 12-18 months. In February 2025, Paysafe entered into a definitive agreement to sell its direct marketing payment processing business to KORT Payments after the rise in credit losses and accelerated merchant exits in the second half of 2024. The divested business generated $42.8 million in the company's-adjusted EBITDA in 2024. Moody's do not expect any significant cash inflows from this transaction over the next 12-18 months. Paysafe's leverage rose with Moody's-adjusted debt/EBITDA of 6.4x as of September 30, 2025 from 5.5x as of December 31, 2024, mainly because of lower earnings. The company only partially offset the divestiture of the direct marketing business with growth in continuing operations during the first nine months of 2025, which fell short of its initial expectations. In particular, the low-margin indirect channel was the main contributor to revenue growth in the merchant solutions segment, constraining profitability, while the expanded salesforce had productivity issues. Lower activity among e-commerce customers also weighed on merchant solutions' margins. The digital wallets segment did not manage to accelerate its revenue growth because of delays in developing new products and weakness outside key geographical markets, although its margin remained stable. Apart from operating difficulties, Moody's-adjusted EBITDA was also under pressure due to significantly increased litigation costs associated with the legal action against the special purpose acquisition company (SPAC), that merged with Paysafe in 2021, by its former shareholders. Paysafe incurs these costs under the SPAC agreement. Moody's expects the turnaround in merchant solutions and continued growth in the digital wallets segment – although constrained by decreasing interest revenue on customer deposits amid declining interest rates – to start contributing to the recovery of Paysafe's profitability in 2026. Moody's-adjusted EBITDA should also benefit from lower, but still elevated, litigation and restructuring costs. Moody's also expects Paysafe to maintain its balanced financial policy, prioritising leverage reduction, and to use the remaining portion of positive Moody's-adjusted free cash flow (FCF) after share repurchases to pay down drawings under a $305 million senior secured revolving credit facility (RCF) drawn to finance repurchases of more expensive debt. Under Moody's baseline scenario, the combination of recovering earnings and lower debt will drive Paysafe's Moody's-adjusted debt/EBITDA below 6.0x by the end of 2026, after exceeding 6.5x a year earlier. Moody's-adjusted FCF/debt will also rebound towards 5% from 3.5% as of September 30, 2025. Moody's expects Paysafe to maintain its sound EBITA/interest expense above 2.5x. Paysafe's B2 CFR reflects the company's (1) diversified product offering in the digital wallets and merchant solutions segments; (2) track record of organic growth and opportunities from new markets in the digital wallets segment; (3) adherence to a balanced financial policy that supports debt repayment; and (4) strong liquidity, underpinned by solid cash generation. The rating also factors in (1) Paysafe's exposure to high-risk sectors, such as gambling, digital assets, foreign exchange and cryptocurrency trading; (2) the regulatory and credit risks inherent in the company's operations; (3) its volatile operating performance, which constrains earnings growth; and (4) high leverage. LIQUIDITY Paysafe maintains very good liquidity. As of September 30, 2025, it comprised $249 million in cash and equivalents; an undrawn portion of the committed RCF amounting to $193 million; and operating cash flow of more than $235 million, which Moody's expects Paysafe to generate over the next 12 months. Moody's estimates that these sources will be sufficient to comfortably cover the company's capital spending of $126 million, $10 million of contractual amortisation of senior secured term loans B1 and B2 (TLBs), and potential share repurchases. The RCF, which matures in December 2027, is subject to a senior secured net leverage covenant of 7.5x, which activates when the utilisation of the facility, net of cash, exceeds 40%. Moody's do not expect this covenant to be tested over the next 12 months. STRUCTURAL CONSIDERATIONS Paysafe's probability of default rating of B2-PD is at the same level as its B2 CFR, reflecting the expected recovery rate of 50%, which Moody's typically assume for a capital structure consisting of a mix of bank credit facilities and bond debt. The B2 ratings on the TLBs and parri passu RCF, as well as backed senior secured notes, are in line with the CFR, which reflects the senior secured-only capital structure. The instruments are guaranteed by material subsidiaries representing a minimum of 80% of consolidated EBITDA and security includes shares, intercompany receivables, and, solely with respect to English guarantors, a floating charge over assets for the senior secured TLB and RCF, and all material assets and a floating charge over substantially all of the English guarantors' assets and undertakings for the senior secured notes. Moody's consider the security package as weak. RATING OUTLOOK The stable outlook reflects Moody's expectations that Paysafe will reduce its leverage to levels more commensurate with the current rating while maintaining solid FCF and high EBITA interest coverage. Moody's also expects the company to refrain from large debt-financed acquisitions or shareholder distributions. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Moody's could upgrade Paysafe's rating if it reduces leverage below 5.0x and improves FCF/debt to a high single-digit percentage on a sustainable basis, while continuing to demonstrate its commitment to a balanced financial policy (all metrics are Moody's-adjusted). Moody's could downgrade Paysafe's rating if its leverage rises to 6.5x or FCF/debt reduces to a low single-digit percentage on a sustained basis because of underperformance or a more aggressive financial policy (all metrics are Moody's-adjusted). Moody's could also downgrade the rating if liquidity weakens significantly. LIST OF AFFECTED RATINGS Issuer: Paysafe Group Holdings II Limited Affirmations: Probability of Default Rating, Affirmed B2-PD LT Corporate Family Rating, Affirmed B2 Outlook Actions: Outlook, Changed To Stable From Positive Issuer: Paysafe Finance PLC Affirmations: Backed Senior Secured (Foreign Currency), Affirmed B2 Outlook Actions: Outlook, Changed To Stable From Positive Issuer: Paysafe Holdings (US) Corp. Affirmations: Senior Secured Bank Credit Facility (Foreign Currency), Affirmed B2 Backed Senior Secured (Foreign Currency), Affirmed B2 Outlook Actions: Outlook, Changed To Stable From Positive Issuer: Paysafe Holdings UK Limited Affirmations: Senior Secured Bank Credit Facility (Foreign Currency), Affirmed B2 Outlook Actions: Outlook, Changed To Stable From Positive PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in November 2021. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in London, Paysafe is a global provider of online payment solutions and stored-value products, with a presence in North America, Europe and Latin America. The company operates though two business segments: digital wallets and merchant solutions. In the 12 months that ended September 30, 2025, Paysafe generated revenue of $1.68 billion and Moody's-adjusted EBITDA of $395 million. Paysafe has been listed on the New York Stock Exchange since 2021. PEPCO GROUP: Moody's Upgrades CFR to Ba2, Outlook Remains Stable ---------------------------------------------------------------- Moody's Ratings has upgraded Pepco Group N.V.'s (the Pepco group or the company) corporate family rating to Ba2 from Ba3 and its probability of default rating to Ba2-PD from Ba3-PD. The outlook remains stable. RATINGS RATIONALE "The upgrade of the Pepco group's CFR to Ba2 reflects the successful refinancing of the company's debt facilities in October 2025 resulting in interest savings and an improved debt maturity profile, as well as the disposal of the loss-making Poundland banner in June 2025 resulting in a simplification of the Pepco group's structure and improvements in profitability and cash flow generation," says Sebastien Cieniewski, a Moody's Ratings Vice President – Senior Credit Officer and lead analyst for the Pepco group. Additionally the Pepco group has built a track record of operating at the lower end of its financial net leverage target (pre-IFRS 16) of 0.5x-1.5x since its initial public offering (IPO) in 2021. The relatively conservative balance sheet management of the company resulted in Moody's adjusted gross leverage remaining at well below 3.0x over the last 3 years – most recently at 2.1x as of the last twelve months (LTM) period to March 31, 2025 – even during periods of challenges related to costs inflation, unsuccessful strategic changes, and rapid expansion. The legal documentation in the EUR770,000,000 term and revolving facilities agreement limits the capacity of the company to raise additional indebtedness based on the presence of financial covenants, including a maximum 2.8x net leverage calculated on a pre-IFRS 16 that Moody's estimates to be equivalent to 3.4x on a Moody's adjusted gross basis based on Moody's EBITDA forecast for 2025. Moody's expects the Pepco group to deliver sustained low single-digit like-for-like sales growth under its streamlined portfolio while maintaining or slightly increasing its EBITDA margin. Moody's also forecasts sustained positive cash flow reflecting the company's prudent approach to store network expansion and moderate shareholder distributions in the form of progressive dividends and share buybacks. However, the Ba2 CFR also takes into consideration (1) the limited track record of operations under the new Pepco group, i.e. excluding Poundland, following a period of changes in strategic direction over the last two years, (2) the concentrated geographical presence in Central and Eastern Europe, in particular in Poland, where competitors are expanding their store networks, and (3) the complexity of the Pepco group's ownership structure due to the company's indirect majority ownership by Steenbok Newco 3, Ltd (NewCo 3), which carries a large amount of notional debt claims (legally ringfenced from the Pepco group; reflecting claims rights on value realized from investments) resulting from the restructuring of the debt of Steinhoff International Holdings N.V. (SIHNV), a vertically integrated global retailer that underwent a debt restructuring process in 2019. ESG CONSIDERATIONS Governance considerations were a key driver for the rating action reflecting mainly the track record of conservative balance sheet management over the last couple of years by adhering to its publicly disclosed leverage targets. LIQUIDITY PROFILE The Pepco group benefits from good liquidity reflecting the company's EUR355 million cash balance as of the end of June 2025 (pro forma for the disposal of Poundland). Additionally, the company put in place in November 2025 a new EUR300 million revolving credit facility (RCF) expiring in November 2030. In addition, Moody's projects that the Pepco group will generate meaningful FCF of at least EUR150 million per annum (after dividend payments and assuming limited working capital outflows), part of which will be used for share buybacks. The company has been using a Supply Chain Financing Programme (SCF) with utilization of EUR383 million as of September 30, 2024 (latest data available) – the SCF Programme is uncommitted. The company also benefits from an extended maturity profile following the refinancing of the EUR250 million term loan facility due April 2026 as well as the remaining portion of the EUR375 million senior secured notes due July 2028 (EUR175 million of the senior secured notes were already called on September 24, 2025) with new facilities put in place in November 2025. The new bank financing totaling EUR770 million comprises the RCF, a 3-year term loan facility of EUR235 million maturing on November 05, 2028, and a 5-year term loan facility of EUR235 million maturing on November 05, 2030. As part of the refinancing, the Pepco group also issued PLN600 million of bonds (c. EUR141 million equivalent) due November 2030 under its PLN2,000 million Polish bond issue programme. OUTLOOK The stable outlook reflects Moody's assumptions that the Pepco group will experience sustained positive like-for-like sales growth while maintaining its high level of profitability. At the same time the outlook assumes that the company will maintain a conservative financial policy demonstrated by low leverage and positive FCF generation (even after dividend payments) and limited share buybacks. The outlook also incorporates Moody's expectations of a stable governance structure and extension of maturities for the debt facilities at NewCo 3 level. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive ratings pressure could arise if the Pepco group demonstrates solid execution of its strategy under new management reflected through sustained like-for-like revenue growth and improving margins; enhances its scale and balances its revenues and earnings across a large number of existing markets; maintains its Moody's adjusted gross debt-to-EBITDA at below 2.0x with a balanced financial policy focused on re-investment of cash flows into the business with limited shareholder distributions and generates strong positive FCF; there is a meaningful reduction in NewCo 3's shareholding in the Pepco group substantially increasing free float; and the company maintains good liquidity. Negative ratings pressure could arise if the Pepco group's operating performance deteriorates materially, such as negative like-for-like sales growth or a material decrease in profit margins on a sustained basis; the financial policy becomes more aggressive including through larger shareholder distributions contributing to a deterioration of FCF generation; Moody's adjusted leverage increases towards 3.0x; or the company's liquidity weakens. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Retail and Apparel published in September 2025. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE The Pepco group operates a chain of discount retail stores across 18 countries through two distinctive store formats, apparel-led Pepco (c.95% of the total store base) and FMCG-led Dealz (c.5%). Pepco Group N.V. is listed on the Warsaw Stock Exchange since 2021. PERSONA MEDIA: Lucas Ross Appointed as Administrator ---------------------------------------------------- Persona Media Ltd was placed into administration proceedings in the High Court of Justice, Court No. CR-2025-001626, and Stephen Lancaster of Lucas Ross Limited was appointed as administrator on Nov. 21, 2025. Persona Media Ltd was an ads agency. Its registered office and principal trading address is 20-22 Wenlock Road, London, N1 7GU. The administrator can be reached at: Stephen Lancaster Lucas Ross Limited Stanmore House 64-68 Blackburn Street Radcliffe, Manchester, M26 2JS Further details contact: Stephen Lancaster Tel: 0161 509 5095 Email: help@lucasross.co.uk Alternative contact: Jake Goosey TOGETHER FINANCIAL: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable ------------------------------------------------------------------- Fitch Ratings has affirmed Together Financial Services Limited's Long-Term Issuer Default Rating (IDR) at 'BB' with Stable Outlook. Fitch has also affirmed the senior secured notes issued by subsidiary Jerrold Finco Plc (Finco) and guaranteed by Together at 'BB', and the GBP380 million senior payment in kind (PIK) toggle notes, maturing in 2027 and issued by Together's indirect holding company Bracken Midco1 Plc (Midco1), at 'B+', with a Recovery Rating of 'RR6'. Key Rating Drivers Niche Segments; Low LTVs: Together's Long-Term IDR reflects its long-established franchise in UK specialised secured lending, supported by its conservative loan-to-value (LTV) approach and increasingly diversified funding profile. The rating balances these strengths against inherent risks in non-standard lending, increased leverage compared to pre-FY24 periods and reliance on confidence-sensitive wholesale funding, albeit with improved maturity and liquidity profiles. Established Profitable Franchise: Together is a privately owned UK non-bank finance provider with a 50+-year record of consistent profitability. The company offers diversified mortgage products including first- and second-charge mortgages, buy-to-let, bridging loans, commercial term loans and development finance. Together originates around half of new business directly, with the remainder intermediated through brokers. Following rapid expansion post-pandemic, gross loan growth moderated in FY25 (financial year ending 30 June) to 7.7% year-on-year (FY22-FY24 average: 19% yoy). Conservative LTVs: Together's weighted average LTV ratio of originations remained steady at 60% at end-September 2025 (FYE25: 60%). The loan book demonstrates robust security coverage, with 97% of loans secured at LTVs of 80% or below. In Fitch's view, this substantial equity buffer in the collateral base should contain principal loss rates despite affordability pressures on borrowers, even in a scenario of moderate property price corrections. Macro-environment Weighs on Collections: Fitch expects continued asset quality pressure in FY26 as borrower affordability remains constrained by continued inflation and high interest rates. Together's impaired loans ratio, defined as IFRS 9 stage 3 loans to gross loans, increased to 11.2% at end1QFY26 from 11.0% at FYE25 and 9.1% at FYE24. However, the combination of low origination LTVs, secured lending and active collections and forbearance strategies has historically translated into low actual principal credit losses despite high arrears. Sound Profitability: Profitability, defined by pre-tax income/average assets, reduced to 2.4% in FY25, before improving to an annualised 2.9% 1QFY26 (FY24: 2.7%). This is above mainstream UK mortgage lenders, reflecting Together's differentiated lending profile, but remains sensitive to fluctuations in impairment charges and net interest margins. Portfolio growth and a challenging UK macroeconomic environment could raise impairment charges, but strong collateral mitigates this risk and margins currently provide a buffer against any compression as market interest rates reduce. Leverage Includes Midco1 Debt: Together's Fitch-calculated leverage stood at 6.0x at end-1QFY26, slightly down from 6.3x at FYE25 (FYE24: 6.2x) due to profit retention. However, leverage is above its FY22-FY25 historical average of 5.4x, reflecting faster growth in assets than in equity as the excess collateral requirements within the group's securitisation facilities has reduced. When calculating Together's leverage, Fitch adds Midco1's debt to that on Together's own balance sheet, effectively regarding it as a contingent obligation of Together. Midco1 has no separate financial resources of its own with which to service its debt, and failure to do so would have considerable negative implications for Together's own creditworthiness. Positively, Together's profits are largely re-invested in the business. Wholesale Funding Reliance: Together's funding profile remains wholesale, comprising public and private securitisations, senior secured bonds issued by the financing subsidiary Jerrold Finco Plc, PIK notes issued by Midco1, and a revolving credit facility (RCF) of GBP142.5 million. Total accessible liquidity, including unrestricted cash, available RCF capacity, and liquidity accessible from private securitisations through the sale of eligible assets, increased to GBP448 million at end-1QFY26 (FYE24: GBP233.9 million). Debt Funding Covenants: Together has demonstrated consistent access to funding lines over a long period and completed over GBP5 billion in funding transactions in FY25, further diversifying its sources by provider and maturity. The wholesale nature inherently gives rise to potential pricing variation and refinancing risk in periods of reduced market appetite, but timelines to maturity have been well managed historically. The private securitisations contain performance covenants, and the senior secured bonds and RCF carry maximum gearing ratios, which could become more restrictive if credit conditions deteriorate. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Higher-than-expected pressure on collections or customer appetite for Together's products in the currently volatile UK mortgage market. A reduction in the value of collateral relative to loan exposures. Weakened profitability with a pre-tax profit/average total assets ratio approaching 1% or an increase in consolidated leverage to above 7x. A significant depletion of Together's immediately accessible liquidity buffer, for example, via reduced funding access or a need for Together to inject cash or eligible assets into its securitisation vehicles to avoid covenant breaches driven by asset quality. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Continued franchise growth and diversification could lead to positive rating action in the medium term, if achieved without deterioration in profitability or leverage. DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES Finco - Senior Secured Notes Finco is a group finance subsidiary, for which Together acts as a guarantor. Fitch regards the probability of default on the senior secured notes as consistent with the probability of default of Together and rate the notes in line with Together's Long-Term IDR as Fitch expects average recoveries. Midco1 - Senior PIK Toggle Notes Midco1's debt rating is notched down from Together's Long-Term IDR as Fitch takes Midco1's debt into account when assessing Together's leverage, and Midco1 is reliant on Together to service its obligations. The two-notch differential between Together's Long-Term IDR and the rating of the senior PIK toggle notes reflects Fitch's expectation of poor recoveries in the event of Midco1 defaulting. While sensitive to a number of assumptions, this scenario would likely only occur when Together was also in a much weakened financial condition, as otherwise its upstreaming of dividends for Midco1 debt service would have been maintained. ADJUSTMENTS The 'bb' business profile score is below the 'bbb' category implied score due to the following adjustment reason: business model (negative). The 'bb-' funding, liquidity and coverage score is above the 'b' category implied score due to the following adjustment reason: funding flexibility (positive). 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 ----------- ------ -------- ----- Together Financial Services Limited LT IDR BB Affirmed BB ST IDR B Affirmed B Jerrold Finco Plc senior secured LT BB Affirmed BB Bracken Midco1 Plc subordinated LT B+ Affirmed RR6 B+ WRIGHT HASSALL: Leonard Curtis Appointed as Joint Administrators ---------------------------------------------------------------- Wright Hassall LLP was placed into administration proceedings in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency & Companies List (ChD), Court No. CR-2025-008055, and Joph Young, Hilary Pascoe, and A Poxon of Leonard Curtis were appointed as joint administrators on Nov. 14, 2025. Wright Hassall LLP offered legal services. Its registered office is at Cavendish House, 39-41 Waterloo Street, Birmingham B2 5PP. Its principal trading address is Olympus Avenue, Leamington Spa, Warwickshire, CV34 6BF. The joint administrators can be reached at: Joph Young Hilary Pascoe A Poxon Leonard Curtis Cavendish House 39-41 Waterloo Street Birmingham B2 5PP Further details contact: The Joint Administrators Leonard Curtis Tel: 0121 200 2111 Email: recovery@leonardcurtis.co.uk Alternative contact: Cameron Ford ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2025. All rights reserved. ISSN 1529-2754. 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