260323.mbx

260323.mbx T R O U B L E D C O M P A N Y R E P O R T E R E U R O P E Monday, March 23, 2026, Vol. 27, No. 58 Headlines F I N L A N D MULTITUDE CAPITAL: Fitch Puts 'B-(EXP)' Rating to Sub. Hybrid Notes F R A N C E BANIJAY SAS: S&P Affirms 'B+' LT ICR on Merger, Outlook Stable ROBINSON BIDCO: Moody's Assigns First Time 'B2' CFR, Outlook Stable G E R M A N Y REVOCAR 2021-1: DBRS Confirms BB(high) Rating on Class D Notes I R E L A N D AVOCA CLO XIII: Moody's Ups Rating on EUR20.8MM E-R-R Notes to Ba2 BRIDGEPOINT CLO 1: Moody's Ups Rating on EUR15.7MM E Notes to Ba2 CVC CORDATUS XV: Moody's Affirms B3 Rating on EUR9MM Class F Notes FAIR OAKS II: Moody's Affirms B3 Rating on EUR8.7MM Cl. F-R Notes HARVEST CLO XXIII: S&P Affirms 'B- (sf)' Rating on Class F Notes L U X E M B O U R G SES FINANCING: Fitch Assigns 'BB(EXP)' Rating to Subordinated Notes S P A I N BBVA CONSUMER 2024-1: Fitch Lowers Rating on Class D Notes to 'B' T U R K E Y DENIZBANK AS: Fitch Affirms 'BB-' Long-Term IDR, Outlook Positive ING BANK: Fitch Affirms 'BB-' Long-Term Foreign-Currency IDR TAM FINANS: Fitch Affirms 'B' Long-Term IDR, Outlook Stable U K R A I N E OSCHADBANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR PRIVATBANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR UKRGASBANK JSB: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR U N I T E D K I N G D O M AZURE FINANCE 3: Moody's Affirms B1 Rating on GBP3.7MM Cl. F Notes BEAUTY BAY: Business Sold to AA Investments CASTELL 2023-2: S&P Affirms 'BB (sf)' Rating on Class F-Dfrd Notes CASTELL 2026-1: DBRS Gives Prov. BB Rating to Class X1 Notes CF BOOTH: Substantially All Assets Sold to Hu11 Limited LEAF CREATIVE: BK Plus Appointed as Joint Administrators MEDIAN B.V.: Fitch Affirms 'B-' Long-Term IDR, Outlook Positive P & P NON FERROUS: Business & Assets Sold to Deca Group - - - - - ============= F I N L A N D ============= MULTITUDE CAPITAL: Fitch Puts 'B-(EXP)' Rating to Sub. Hybrid Notes ------------------------------------------------------------------- Fitch Ratings has assigned Multitude Capital Oyj's upcoming subordinated hybrid perpetual notes an expected long-term rating of 'B-(EXP)' with a Recovery Rating of 'RR6'. The notes' expected rating is based on the draft documentation reviewed by Fitch, including an irrevocable and unconditional guarantee from parent company Multitude AG (B+/Stable). The assignment of the final rating is contingent on the receipt of final documents conforming to information already received. All other issuer and debt ratings of Multitude AG, Multitude Capital Oyj and Multitude Bank plc are unaffected by this rating action. Key Rating Drivers Multitude Capital Oyj's hybrid notes are notched down twice from Multitude AG's 'B+' Long-Term Issuer Default Rating (IDR) because they will represent deeply subordinated perpetual obligations of Multitude AG as the guarantor of the notes. Multitude Capital Oyj is a wholly owned subsidiary of Multitude AG and functions as a dedicated funding vehicle for the group. The notes will rank junior to any present or future unsubordinated or subordinated obligations of Multitude AG and Multitude Capital Oyj and will be senior only to the share capital of the companies. The notching recognises Fitch's expectation of poor recovery prospects for the hybrid notes, which corresponds to a Recovery Rating of 'RR6'. The indicative size of the issue is EUR70 million, which could be increased to EUR120 million by a subsequent tap issue. The proceeds from the new hybrid notes will be primarily used to refinance Multitude AG's existing hybrid notes (EUR50 million; ISINNO0011037327; rated B-), of which EUR5 million are held by the group, with excess proceeds used for general corporate purposes. Fitch has assigned no equity credit to the planned issue due to a large coupon step-up at the first callable date of five years (450bp), which notably exceeds Fitch's stipulated aggregate coupon step-up threshold of 100bp under Fitch's Corporate Hybrids Treatment and Notching Criteria. In Fitch's view, this implies a strong incentive for the issuer to exercise its right to call, which in turn limits the permanence and loss absorption capacity of the issue on a sustained basis. Pro-forma for the planned initial issue of EUR70 million, Fitch expects Multitude group's consolidated gross debt/tangible equity to increase moderately to about 10x from 9.8x, on the assumption that most issue proceeds will be used to refinance the existing hybrid bonds. The issue could also moderately increase double leverage at the holding company level, but the overall impact should not lead to changes in Fitch's assessment of the group's capitalisation and leverage profile. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade The hybrid notes' expected rating could be downgraded if Multitude AG's Long-Term IDR is downgraded (for sensitivities on Multitude AG's IDR see "Fitch Upgrades Multitude Bank to 'BB-'; Affirms Multitude AG at 'B+'" dated 16 January 2026). Adverse changes to Fitch's assessment of going-concern loss absorption or recovery prospects for hybrid debt in a default, such as the introduction of features resulting in easily triggered going-concern loss absorption or a permanent write-down of the principal in wind-down, could also result in a widening of the notching for the hybrid notes' rating to more than two notches below Multitude AG's Long-Term IDR. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade The hybrid notes' expected rating could be upgraded if Multitude AG's Long-Term IDR is upgraded. ESG Considerations Multitude AG has an ESG Relevance Score of '4' for Exposure to Social Impacts as a result of its exposure to the high-cost consumer lending sector. As the regulatory environment evolves (including a tightening of rate caps), this has a moderately negative influence on the credit profile through its assessment of its business model and is relevant to the rating in conjunction with other factors. Multitude AG has an ESG Relevance Score of '4' for Customer Welfare, in particular in view of fair lending practices, pricing transparency and the potential involvement of foreclosure procedures, given its focus on the high-cost consumer credit segment. This has a moderately negative influence on the credit profile through its assessment of risk appetite and asset quality 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 ----------- ------ -------- Multitude Capital Oyj Subordinated LT B-(EXP) Expected Rating RR6 =========== F R A N C E =========== BANIJAY SAS: S&P Affirms 'B+' LT ICR on Merger, Outlook Stable -------------------------------------------------------------- S&P Global Ratings affirmed its 'B+' long-term issuer credit and issue rating on Banijay S.A.S. and its senior secured debt. S&P will monitor the progress of the merger, including the details of the capital structure of the combined group which are yet unknown. The stable outlook on Banijay reflects S&P's expectation that the company will be able to successfully complete the merger and integration with All3Media, achieve the planned operating improvements and cost savings, and maintain its financial policy, allowing its S&P Global Ratings-adjusted debt to EBITDA to return to less than 5.5x and its free operating cash flow (FOCF) to debt to strengthen to at least 5% in 2027. On March 3, 2026, Banijay Group and RedBird IMI announced that they have entered into a strategic partnership to merge Banijay S.A.S. (Banijay) and All3Media. S&P said, "We think that the merger is positive to Banijay's scale and business scope, and expands its IP catalogue and distribution capabilities, which should allow for stronger growth opportunities and cost synergies. "We forecast the combined entity's S&P Global Ratings-adjusted debt to EBITDA to temporarily increase up to about 6.0x in 2026, reflecting transaction-related fees and costs to incur synergies, and to rapidly improve toward 5.0x in 2027 supported by robust organic growth and cost synergies." In S&P's view, the merger with All3Media will enhance Banijay's business strength, and its adjusted leverage will remain commensurate with our 'B+' rating. On March 3, 2026, Banijay Group (the immediate parent company of Banijay S.A.S.) and RedBird IMI (the joint venture backed by RedBird Capital Partners and Abu-Dhabi-based media group IMI, the current owner of All3Media through holding company Gold Rush Bidco Ltd. [B/Stable/--]) announced that they have entered into a strategic partnership to merge Banijay and All3Media. Upon closing, the combined company will be jointly owned by Banijay Group and RedBird IMI, with each party having a 50% equity stake. The combined company's strong position as the leading independent audiovisual content producer globally, its strengthened capabilities in English-speaking content through All3media, its enlarged IP portfolio, and its diversification into adjacent businesses (digital and live experiences), will support 3%-5% organic revenue growth in 2027 (based on our assumption), above the industry average. S&P said, "We estimate the group's S&P Global Rating-adjusted EBITDA margin will remain solid compared with peers and will only temporarily weaken, hampered by transaction-related exceptional costs, but will rebound toward 14%-15% in 2027 as it achieves cost synergies. We forecast S&P Global Ratings-adjusted debt to EBITDA will increase only temporarily to about 6.0x by the end of 2026, pro forma the merger with All3Media from Jan. 1, 2026, mainly reflecting the cost of implementing the merger. Excluding the transaction-related costs, we estimate the leverage would be about 5.4x and expect it will materially improve toward 5.0x in 2027, commensurate with our 'B+' rating. We expect that EBITDA growth will underpin Banijay's FOCF to debt at or above 5% from 2027. Our central scenario is that Banijay's and All3Media's respective capital structures will remain unchanged until the transaction closing, with each restricted group remaining independent. We will reassess Banijay's capital structure once we get clarity on the proposed debt structure of the combined entity." The merger will enhance Banijay's scale and business scope and strengthen its positioning within the fragmented global content production industry. Banijay operates in the competitive and fragmented audiovisual content production and distribution business. S&P said, "In this context, we think that Banijay is consolidating its market-leading position as the No. 1 independent audiovisual content producer globally with the merger with All3Media, creating a platform of enlarged size that enhances its competitive position. The merger will also enlarge its scale and production capabilities, resulting in an approximately EUR1 billion revenue increase, based on 2024 figures, complement its content catalogue by about 35,000 hours, and diversify its talent pool. Banijay will remain the largest independent producer and distributor in terms of revenue and content library hours, well ahead of Lions Gate Entertainment Corp., ITV Studios, or Mediawan Holding SAS (B/Stable/--), with our estimate of combined revenue of EUR4.5 billion in 2026 and a combined catalog of more than 260,000 hours of multi-genre content, including 45 formats produced in more than three territories in 2025." S&P said, "We also believe the merged entity will be well positioned to achieve consistent organic growth, leveraging on its strengthened capabilities and portfolio of English-speaking content. All3Media has a strong presence in English-speaking countries, with most of its business coming from the U.K. and the U.S. Based on 2024 pro forma figures, the contribution of English-speaking content to production revenue will increase to 36%, from 27% for Banijay alone. In addition, we expect the merged company will capitalize on its enlarged IP portfolio to accelerate its monetization and create new growth opportunities through digital--leveraging on the expertise of All3Media's Little Dot Studios and Banijay Rights--and live adaptations and experiences with Banijay Live. However, we note that the merged company will continue to operate in a volatile and lumpy industry and that the contribution of scripted content--that is characterized by lower margin and more capital-intensiveness than nonscripted content--to production and distribution revenue will increase to 28% on a combined basis, from 24% for Banijay alone, based on 2024 pro forma figures. "The merged company will be jointly owned and managed by Banijay Group and RedBird IMI, and Banijay Group will consolidate the entity in its books. Banijay Group and RedBird IMI will have equal economic ownership in the combined entity. We understand RedBird IMI and Banijay Group are aligned in their strategic vision for the combined entity and its financial policy that will align with that of Banijay S.A.S. We expect RedBird IMI to be a long-term partner in this investment. The current CEO of Banijay will be the CEO of the merged entity allowing Banijay Group to consolidate the merged entity and to largely control the strategy and capital allocation. At the same time, the current CEO of RedBird IMI will become chairman of the board of the combined entity. We continue to view Banijay Group and LOV Group as parents of the combined company and will continue to factor it in our rating assessment. "The credit quality of parent LOV Group remains similar to that of Banijay. The combined company will be part of a wider group and 50% owned by Banijay Group at the closing of the merger (92% pre-merger), which itself is owned by LOV Group that holds about 45% economic and 71% voting rights in Banijay Group. We view LOV Group as the ultimate parent of the wider group because it has significant influence over Banijay Group's and Banijay's strategy and financial policy, and Banijay remains one of its main operating assets (alongside Banijay Gaming). We view LOV Group's credit quality as similar to that of Banijay. We think LOV Group's leverage will likely peak in 2026 due to the leveraged acquisition of Germany-based gaming operator Tipico by Banijay Gaming and the merger between Banijay and All3Media, partly offset by the EUR625 million cash payment by RedBird IMI to Banijay Group as part of the merger transaction. However, we expect LOV Group's credit metrics will strengthen thereafter, supported by our expectations of leverage reduction at Banijay Group, also due to its unchanged financial policy and public leverage target. In addition, the group will close two transformative transactions in 2026, which we think will strengthen its business positioning, although offset by the presence of sizable minority stakes at both Banijay and Banijay Gaming. In addition to Banijay Group, LOV Group owns and operates luxury hotels, which are largely debt-financed. Although we expect LOV Group to have a largely positive net asset value, we consider that it needs dividends paid by Banijay Group to service its interest payments and acknowledge the group's appetite for mergers and acquisitions, which could result in weaker credit metrics than currently anticipated. "The stable outlook reflects our view that Banijay will be able to successfully complete the merger and integration with All3Media, achieve the planned operating improvements and cost savings, and will maintain its financial policy, such that its adjusted leverage will return to less than 5.5x and FOCF to debt will strengthen to about 5% in 2027. This will reflect accelerated organic revenue growth and positive FOCF on the back of demand for Banijay's enlarged content production capabilities and IP portfolio, the company's ability to derive additional growth opportunities in digital and live experience businesses, and cost synergies. The stable outlook factors in our expectation that leverage will not materially increase at Banijay's parent, LOV Group." S&P could lower the rating if: -- Banijay's operating performance weakens, for example if broadcasters and streaming platforms cut their content budgets or Banijay is unable to deliver successful shows or retain creative talent such that it sustains adjusted debt to EBITDA at more than 5.5x and FOCF to debt significantly below 5%. This could also result from higher-than-planned restructuring costs or lower cost synergies from the merger with All3Media. -- LOV Group's credit quality weakened, for example, if it followed a more aggressive financial policy leading to higher leverage. S&P said, "In our view, an upgrade is unlikely over the next 12 months. Over the longer term, we could raise the rating if Banijay continued to gain scale and deliver consistently solid EBITDA margins and cash flows improving our view of its business. Upside would also hinge on the company and its parent's financial policy supporting stronger credit metrics, and on our view of the improving credit quality of the parent." ROBINSON BIDCO: Moody's Assigns First Time 'B2' CFR, Outlook Stable ------------------------------------------------------------------- Moody's Ratings has assigned a B2 corporate family rating and a B2-PD probability of default rating to Robinson BidCo SAS (TSG or the company), which will become the owner of TSG Solutions Holding, a European provider of installation and maintenance services for both the energy transition and conventional energy infrastructure in the mobility sector. Concurrently, Moody's assigned B2 ratings to the proposed EUR125 million add-on to the existing senior secured term loan due in 2032 and the proposed EUR47.5 million additional senior secured revolving credit facility due in 2031, both issued by Robinson BidCo SAS. Moody's also withdrew the B2 CFR and the B2-PD PDR of TSG Solutions Holding, the previous top entity of TSG's restricted group. Moody's also affirmed the B2 instruments ratings on the existing EUR750 million senior secured term loan due in 2032 and the existing EUR135 million senior secured revolving credit facility due 2031, both borrowed by TSG Solutions Holding. The outlook for Robinson BidCo SAS is stable and the outlook for TSG Solutions Holding remains stable. CapVest Partners LLP (CapVest) is acquiring, for an undisclosed amount, a 51.8% stake in TSG from existing shareholders, HLD Europe (HLD) and management. The proceeds of the proposed issuance, in combination with some equity considerations, will fund the acquisition. HLD will retain a 32.4% stake in TSG, compared to previous 56%, while management and other shareholders a 15.8% stake, compared to previous 44%. "The B2 rating reflects TSG's strong track record of organic growth and incorporates Moody's expectations that the company will maintain a solid execution track record under the new ownership, with no shareholders remuneration or any additional releveraging transactions over the next 12-18 months", says Sarah Nicolini, a Moody's Ratings Vice President – Senior Analyst and the lead analyst for TSG. Corporate governance considerations related to financial strategy and risk management were a key rating driver for the rating action. RATINGS RATIONALE TSG's B2 CFR is supported by its sustained growth prospects in energy-transition solutions, including the electric vehicle charge solutions (EVCS) business, its track record of strong operating performance and seamless integration of acquired businesses, the good business and geographical diversification and revenue visibility coming from the recurring maintenance activities. Moody's expects that the company will continue increasing its reported EBITDA reaching around EUR180 million, pro forma for completed acquisitions, in fiscal 2026 (ending April 2026), compared to EUR135 million in fiscal 2025. This profit increase is supported by sustained organic growth and the contribution of acquisitions already concluded until February 2026. Moody's expects the increase in profit to translate into a Moody's adjusted EBITA margin progressively trending towards 9% over the next 12-18 months, compared to 8.5% in fiscal 2025. Despite the increase in profit, Moody's expects an increase in the company's leverage, as CapVest will finance part of TSG acquisition via a EUR125 million add-on on the existing senior secured term loan, which will result in gross debt increasing to around EUR1 billion. Therefore, Moody's forecasts that TSG's Moody's-adjusted debt/EBITDA will rise to around 6x in fiscal 2026, on a pro forma basis for the transaction and for acquisitions completed, compared to 5.8x in the last twelve months ended January 2026. Moody's expects the ratio to reduce towards 5.5x over the next 12-18 months. Despite the increase in gross debt outstanding, Moody's expects that the interest coverage ratio, as measured by Moody's adjusted EBITA/interest, will remain strong and well above 2x. Similarly, Moody's expects TSG's Moody's adjusted free cash flow (FCF)/ debt to remain in the mid single digit percentage starting from fiscal 2027. Moody's forecasts do not include any shareholder remuneration or any additional releveraging transaction over the next 12-18 months. TSG is weakly positioned in its B2 CFR. The rating is constrained by the company's high financial leverage and its sequential increases in gross debt over the last quarters to fund acquisitions. The rating is also constrained by its reliance on Dover Corporation (Baa1 stable) for material sourcing in the traditional fuel segment, potential risks related to the EVCS business growth and its exposure to a highly fragmented and competitive industry. The company will also need to position itself for growth in the event that the current surge in EVCS installations reduces, requiring a pivot to other energy-transition solutions over the next 3-5 years. ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS Governance considerations related to financial strategy and risk management were identified as key rating drivers under Moody's ESG framework. This reflects the company's aggressive financial policy and its high leverage stemming from progressive increases in debt, which are captured under Moody's General Principles for Assessing Environmental, Social and Governance Risks methodology for assessing ESG risks. LIQUIDITY TSG's liquidity is adequate. Pro forma for the proposed debt issuance, TSG's cash balance will be EUR111 million as of April 2026 and the company will have access to a total EUR182.5 million committed senior secured revolving credit facility maturing in 2031 that Moody's expects to be undrawn at closure of the transaction. Moody's expects TSG to generate positive FCF generation on a Moody's-adjusted basis averaging around EUR45 million per year starting from fiscal 2027. The senior secured revolving credit facility is subject to a springing covenant based on net leverage, fixed at 9.75x and tested only when 40% or more of the facility is drawn. Moody's expects the covenant to be amply met when tested. TSG has no debt maturities before 2031 and 2032, when the revolving facility and term loan will mature. STRUCTURAL CONSIDERATIONS The proposed senior secured additional term loan and revolver are rated B2, in line with the CFR, reflecting the fact that all senior secured facilities will be pari passu and will represent the only financial debt in the company's capital structure, together with the EUR10 million French participative loan. The proposed senior secured additional term loan and revolver rank pari passu with the existing facilities and benefit from upstream guarantees from operating subsidiaries accounting for at least 80% of the group's consolidated EBITDA. Both instruments will be secured by share pledges on material subsidiaries, pledges on intercompany receivables and bank accounts. Moody's typically view debt with this type of security package as akin to unsecured. COVENANTS Moody's have reviewed the marketing draft terms for the credit facilities. Notable terms include the following: Guarantor coverage will be at least 80% of consolidated EBITDA (determined in accordance with the agreement). Only companies representing 5% or more of consolidated EBITDA and not incorporated in an excluded jurisdiction are required to provide guarantees and security. Pari passu additional facilities are permitted up to the greater of EUR135m and 100% of consolidated EBITDA plus unlimited amounts up to a senior secured net leverage ratio of 4.75x; and unlimited unsecured or subordinated debt is permitted if the total net leverage ratio (TNLR) does not exceed 5.5x. Unlimited permitted payments are allowed if TNLR is 3.75x or lower (4.0x where funded from the available amount) Adjustments to consolidated EBITDA include cost savings and synergies capped at 25% of consolidated EBITDA and reasonably projected to be realisable within 24 months. The proposed terms, and the final terms may be materially different. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectations that the company will maintain its strong operating performance, while successfully integrating the acquired businesses. It also incorporates Moody's expectations that the company will not distribute any remuneration to shareholders nor will pursue any additional releveraging transactions over the next 12-18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Positive rating pressure could develop if the company continues to successfully execute its growth strategy, including customer acquisitions and strong organic growth in energy-transition solutions, such that its Moody's-adjusted debt/EBITDA decreases below 4.5x on a sustained basis; its Moody's-adjusted FCF/debt is maintained above 5% on a sustained basis; and it maintains good liquidity, while demonstrating a more conservative financial policy. Negative rating pressure could arise if the company encounters difficulties in executing its growth strategy, leading to a pronounced decline in traditional fuel retail activities or subdued growth in energy-transition solutions, such that its debt/EBITDA is maintained sustainably above 5.75x; or its FCF turns negative on a sustained basis or its liquidity deteriorates. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Business and Consumer Services published in February 2026. The net effect of any adjustments applied to rating factor scores or scorecard outputs under the primary methodology(ies), if any, was not material to the ratings addressed in this announcement. COMPANY PROFILE Headquartered in Le Plessis-Robinson, France, TSG is a European provider of installation and maintenance services to traditional fueling stations and fleet depots and new energy-transition solutions. It is present across the entire services value chain covering sale and distribution of equipment and systems, installation and repair works as well as maintenance activities. The company had revenue of EUR1.4 billion in the last twelve months ended January 2026. After the proposed transaction, the company will be owned by CapVest (51.8%), HLD (32.4%), management and other shareholders (12.9%). ============= G E R M A N Y ============= REVOCAR 2021-1: DBRS Confirms BB(high) Rating on Class D Notes -------------------------------------------------------------- DBRS Ratings GmbH confirmed its credit ratings on the rated notes issued by RevoCar 2021-1 UG (haftungsbeschrankt) (the Issuer) as follows: -- Class A Notes at AAA (sf) -- Class B Notes at A (high) (sf) -- Class C Notes at BBB (high) (sf) -- Class D Notes at BB (high) (sf) The credit rating on the Class A Notes addresses the timely payment of interest and the ultimate payment of principal on or before the legal final maturity date in May 2042. The credit rating on the Class B Notes addresses the timely payment of interest while the senior-most class outstanding, otherwise the ultimate payment of interest and principal on or before the legal final maturity date; the credit ratings on the Class C Notes and Class D Notes address the ultimate payment of interest and principal on or before the legal final maturity date. CREDIT RATING RATIONALE The confirmations follow an annual review of the transaction and are based on the following analytical considerations: -- Portfolio performance, in terms of delinquencies, defaults, and losses, as of the February 2026 payment date; -- Updated probability of default (PD), loss given default (LGD), and expected loss assumptions on the remaining receivables; -- No revolving termination events have occurred; and -- Current available credit enhancement to the rated notes to cover the expected losses at their respective credit rating levels. The transaction is a securitization of German auto loan receivables originated and serviced by Bank11 für Privatkunden und Handel GmbH (Bank11) and granted primarily to private clients for the purchase of both new and used vehicles. The transaction closed in May 2021 with an initial portfolio of 700 million and a 48-month revolving period which was initially scheduled to end on the May 2025 payment date. The revolving period was extended by an additional 48-month in April 2025 and is now expected to end on the May 2029 payment date. During the revolving period, the originator may sell additional receivables to the Issuer, subject to predefined eligibility criteria and portfolio concentration limits. To date, no revolving termination event has occurred. PORTFOLIO PERFORMANCE As of the February 2026 payment date, loans that were one to two months and two to three months in arrears represented 0.2% and 0.4% of the outstanding portfolio balance, respectively, while loans that were more than three months in arrears represented 0.6%. Gross cumulative defaults amounted to 0.9% of the aggregate initial collateral balance and subsequent portfolios, with cumulative recoveries of 44.2% to date. PORTFOLIO ASSUMPTIONS AND KEY DRIVERS Morningstar DBRS maintained its base case PD and LGD assumptions to 1.7% and 59.1%, respectively. Due to the inclusion of a revolving period, Morningstar DBRS' assumptions continue to be based on the potential portfolio migration and the replenishment criteria set forth in the transaction legal documents. CREDIT ENHANCEMENT The subordination of the respective junior obligations provides credit enhancement to the rated notes. As of the February 2026 payment date, credit enhancement to the rated notes remained unchanged since closing due to the inclusion of a revolving period. The credit enhancement available to the rated notes is as follows: -- 8.2% for the Class A Notes; -- 3.5% for the Class B Notes; -- 2.3% for the Class C Notes; and -- 1.3% for the Class D Notes. The transaction benefits from a liquidity reserve funded at closing by Bank11, with a target balance equal to 0.25% of the outstanding collateral balance. The reserve is available to cover senior fees and expenses, and interest payments on the Class A Notes only upon a servicer termination event. As of the February 2026 payment date, the reserve was at its target balance of EUR 1.75 million. Additionally, the transaction benefits from a commingling reserve funded at closing by Bank11 for an amount of EUR 1.65 million. At each payment date, the reserve is maintained at a balance equal to 15.0% of the scheduled collections amount for the next collection period minus the commingling reserve reduction amount. As of the February 2026 payment date, the reserve was at its target balance of EUR 3.35 million. The Bank of New York Mellon - Frankfurt Branch (BNYM-Frankfurt) acts as the account bank for the transaction. Based on Morningstar DBRS' private credit rating on BNYM-Frankfurt, the downgrade provisions outlined in the transaction documents, and structural mitigants inherent in the transaction structure, Morningstar DBRS considers the risk arising from the exposure to the account bank to be consistent with the credit ratings assigned to the notes, as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology. Notes: All figures are in euros unless otherwise noted. ============= I R E L A N D ============= AVOCA CLO XIII: Moody's Ups Rating on EUR20.8MM E-R-R Notes to Ba2 ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by Avoca CLO XIII Designated Activity Company: EUR26,000,000 Class B-1-R-R Senior Secured Floating Rate Notes due 2034, Upgraded to Aaa (sf); previously on Apr 15, 2021 Definitive Rating Assigned Aa2 (sf) EUR14,000,000 Class B-2-R-R Senior Secured Fixed Rate Notes due 2034, Upgraded to Aaa (sf); previously on Apr 15, 2021 Definitive Rating Assigned Aa2 (sf) EUR28,000,000 Class C-R-R Deferrable Mezzanine Floating Rate Notes due 2034, Upgraded to Aa3 (sf); previously on Apr 15, 2021 Definitive Rating Assigned A2 (sf) EUR23,200,000 Class D-R-R Deferrable Mezzanine Floating Rate Notes due 2034, Upgraded to Baa1 (sf); previously on Apr 15, 2021 Definitive Rating Assigned Baa3 (sf) EUR20,800,000 Class E-R-R Deferrable Junior Floating Rate Notes due 2034, Upgraded to Ba2 (sf); previously on Apr 15, 2021 Definitive Rating Assigned Ba3 (sf) Moody's have also affirmed the ratings on the following notes: EUR248,000,000 Class A-R-R (Current outstanding amount EUR205,912,304) Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Apr 15, 2021 Definitive Rating Assigned Aaa (sf) EUR12,000,000 Class F-R-R Deferrable Junior Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Apr 15, 2021 Definitive Rating Assigned B3 (sf) Avoca CLO XIII Designated Activity Company, issued in November 2014 and refinanced in September 2017 and April 2021, is a managed cashflow CLO. The notes are collateralized primarily by a portfolio of broadly syndicated senior secured corporate loans. The portfolio is managed by KKR Credit Advisors (Ireland) Unlimited Co. The transaction's reinvestment period ended in July 2025. RATINGS RATIONALE The rating upgrades on the Class B-1-R-R, Class B-2-R-R, Class C-R-R, Class D-R-R and Class E-R-R notes are primarily a result of the deleveraging of the senior notes following amortisation of the underlying portfolio since the payment date in July 2025. The affirmations on the ratings on the Class A-R-R and Class F-R-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A-R-R notes have paid down by approximately EUR42.1 million (17.0%) in the last 12 months. As a result of the deleveraging, over-collateralisation (OC) has increased. According to the trustee report dated January 2026 [1] the Class A/B, Class C, and Class D ratios are reported at 143.40%, 128.70% and 118.70%, compared to January 2025 [2] levels of 138.8%, 126.5% and 117.9% respectively. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR351,724,269 Defaulted Securities: EUR2,652,750 Diversity Score: 60 Weighted Average Rating Factor (WARF): 3029 Weighted Average Life (WAL): 4.2 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.62% Weighted Average Coupon (WAC): 5.57% Weighted Average Recovery Rate (WARR): 44.4% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Moody's notes that the February 2026 [3] trustee report was published at the time Moody's were completing Moody's analysis of the January 2026 [1] data. Key portfolio metrics such as WARF, diversity score, weighted average spread and life, and OC ratios exhibit little or no change between these dates. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. BRIDGEPOINT CLO 1: Moody's Ups Rating on EUR15.7MM E Notes to Ba2 ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Bridgepoint CLO 1 Designated Activity Company: EUR17,500,000 Class B-1 Senior Secured Floating Rate Notes due 2034, Upgraded to Aaa (sf); previously on Dec 15, 2023 Upgraded to Aa1 (sf) EUR11,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034, Upgraded to Aaa (sf); previously on Dec 15, 2023 Upgraded to Aa1 (sf) EUR23,000,000 Class C Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to Aa2 (sf); previously on Dec 15, 2023 Affirmed A2 (sf) EUR19,800,000 Class D Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to Baa1 (sf); previously on Dec 15, 2023 Affirmed Baa3 (sf) EUR15,700,000 Class E Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to Ba2 (sf); previously on Dec 15, 2023 Affirmed Ba3 (sf) Moody's have also affirmed the ratings on the following notes: EUR180,000,000 (Current outstanding balance EUR122,885,693) Class A Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Dec 15, 2023 Affirmed Aaa (sf) EUR7,500,000 Class F Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B2 (sf); previously on Dec 15, 2023 Upgraded to B2 (sf) Bridgepoint CLO 1 Designated Activity Company, issued in December 2020, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Bridgepoint Credit Management Limited. The transaction's reinvestment period ended in January 2024. RATINGS RATIONALE The rating upgrades on the Class B-1, Class B-2, Class C, Class D and Class E notes are primarily a result of the deleveraging of the Class A notes following amortisation of the underlying portfolio since the last review in June 2025. The affirmations on the ratings on the Class A and Class F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A notes have paid down by approximately EUR55.2 million (30.7%) since the last review in June 2025 and EUR57.1 million (31.7%) since closing. As a result of the deleveraging, over-collateralisation (OC) has increased across the capital structure. According to the trustee report dated February 2026 [1] the Class A/B, Class C, Class D and Class E OC ratios are reported at 157.87%, 137.05%, 123.08% and 113.87% compared to June 2025 [2] levels of 141.66%, 127.47%, 117.35% and 110.40%, respectively. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR239.0m Defaulted Securities: EUR2.7m Diversity Score: 33 Weighted Average Rating Factor (WARF): 3111 Weighted Average Life (WAL): 3.79 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.53% Weighted Average Coupon (WAC): 5.16% Weighted Average Recovery Rate (WARR): 44.56% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Moody's analysed defaulted recoveries assuming the lower of the market price or the recovery rate to account for potential volatility in market prices. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. CVC CORDATUS XV: Moody's Affirms B3 Rating on EUR9MM Class F Notes ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings on the following notes issued by CVC Cordatus Loan Fund XV Designated Activity Company: EUR24,000,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Aa1 (sf); previously on Oct 10, 2025 Affirmed A1 (sf) EUR27,000,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2032, Upgraded to Baa1 (sf); previously on Oct 10, 2025 Upgraded to Baa2 (sf) Moody's have also affirmed the ratings on the following notes: EUR246,000,000 (Current outstanding amount EUR99,681,188) Class A-R Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Oct 10, 2025 Affirmed Aaa (sf) EUR28,500,000 Class B-1-R Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf); previously on Oct 10, 2025 Upgraded to Aaa (sf) EUR12,000,000 Class B-2-R Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf); previously on Oct 10, 2025 Upgraded to Aaa (sf) EUR22,500,000 Class E Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed Ba3 (sf); previously on Oct 10, 2025 Affirmed Ba3 (sf) EUR9,000,000 Class F Senior Secured Deferrable Floating Rate Notes due 2032, Affirmed B3 (sf); previously on Oct 10, 2025 Affirmed B3 (sf) CVC Cordatus Loan Fund XV Designated Activity Company, originally issued in September 2019 and refinanced in September 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by CVC Credit Partners European CLO Management LLP. The transaction's reinvestment period ended in February 2024. RATINGS RATIONALE The rating upgrades on the Class C-R and D-R notes are primarily a result of the deleveraging of the Class A-R notes following amortisation of the underlying portfolio since the last rating action in October 2025. The affirmations on the ratings on the Class A-R, B-1-R, B-2-R, E and F notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. The Class A-R notes have paid down by approximately EUR84.0 million (34.1% of the initial balance) since the last rating action in October 2025 and EUR146.3 million (59.5% of the initial balance) since closing. As a result of the deleveraging, over-collateralisation (OC) has increased. According to the trustee report dated February 2026 [1] the Class A/B, Class C, Class D and Class E OC ratios are reported at 161.3%, 141.6%, 124.6% and 113.2% compared to August 2025 [2] levels of 142.4%, 130.2%, 118.7% and 110.5%, respectively. Moody's notes that the February 2026 principal payments are not reflected in the reported OC ratios. The deleveraging and OC improvements primarily resulted from high prepayment rates of leveraged loans in the underlying portfolio. Most of the prepaid proceeds have been applied to amortise the liabilities. All else held equal, such deleveraging is generally a positive credit driver for the CLO's rated liabilities. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR246.7m Defaulted Securities: EUR1.40m Diversity Score: 39 Weighted Average Rating Factor (WARF): 3300 Weighted Average Life (WAL): 3.28 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.63% Weighted Average Coupon (WAC): 4.14% Weighted Average Recovery Rate (WARR): 42.50% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: Thr rating action took into consideration the notes' exposure to relevant counterparties, such as account bank and swap provider, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. -- Recovery of defaulted assets: Market value fluctuations in trustee-reported defaulted assets and those Moody's assumes have defaulted can result in volatility in the deal's over-collateralisation levels. Further, the timing of recoveries and the manager's decision whether to work out or sell defaulted assets can also result in additional uncertainty. Recoveries higher than Moody's expectations would have a positive impact on the notes' ratings. -- Long-dated assets: The presence of assets that mature beyond the CLO's legal maturity date exposes the deal to liquidation risk on those assets. Moody's assumes that, at transaction maturity, the liquidation value of such an asset will depend on the nature of the asset as well as the extent to which the asset's maturity lags that of the liabilities. Liquidation values higher than Moody's expectations would have a positive impact on the notes' ratings. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. FAIR OAKS II: Moody's Affirms B3 Rating on EUR8.7MM Cl. F-R Notes ----------------------------------------------------------------- Moody's Ratings has upgraded the ratings on the following notes issued by Fair Oaks Loan Funding II Designated Activity Company: EUR37,600,000 Class B-R Senior Secured Floating Rate Notes due 2034, Upgraded to Aa1 (sf); previously on Jun 11, 2021 Definitive Rating Assigned Aa2 (sf) EUR21,000,000 Class C-R Senior Secured Deferrable Floating Rate Notes due 2034, Upgraded to A1 (sf); previously on Jun 11, 2021 Definitive Rating Assigned A2 (sf) Moody's have also affirmed the ratings on the following notes: EUR213,500,000 (Current outstanding amount EUR213,477,725) Class A-R Senior Secured Floating Rate Notes due 2034, Affirmed Aaa (sf); previously on Jun 11, 2021 Definitive Rating Assigned Aaa (sf) EUR24,500,000 Class D-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Baa3 (sf); previously on Jun 11, 2021 Definitive Rating Assigned Baa3 (sf) EUR19,300,000 Class E-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed Ba3 (sf); previously on Jun 11, 2021 Definitive Rating Assigned Ba3 (sf) EUR8,700,000 Class F-R Senior Secured Deferrable Floating Rate Notes due 2034, Affirmed B3 (sf); previously on Jun 11, 2021 Definitive Rating Assigned B3 (sf) Fair Oaks Loan Funding II Designated Activity Company, issued in May 2020 and refinanced in June 2021, is a collateralised loan obligation (CLO) backed by a portfolio of mostly high-yield senior secured European loans. The portfolio is managed by Fair Oaks Capital Ltd. The transaction's reinvestment period ended in October 2025. RATINGS RATIONALE The rating upgrades on the Class B-R and C-R notes are primarily a result of the benefit of the transaction having reached the end of the reinvestment period in October 2025. The affirmations on the ratings on the Class A-R, Class D-R, Class E-R and Class F-R notes are primarily a result of the expected losses on the notes remaining consistent with their current rating levels, after taking into account the CLO's latest portfolio, its relevant structural features and its actual over-collateralisation ratios. In light of reinvestment restrictions during the amortisation period, and therefore the limited ability to effect significant changes to the current collateral pool, Moody's analysed the deal assuming a higher likelihood that the collateral pool characteristics would maintain an adequate buffer relative to certain covenant requirements. The key model inputs Moody's uses in Moody's analysis, such as par, weighted average rating factor, diversity score and the weighted average recovery rate, are based on Moody's published methodology and could differ from the trustee's reported numbers. In Moody's base case, Moody's used the following assumptions: Performing par and principal proceeds balance: EUR345.8m Defaulted Securities: 0 Diversity Score: 50 Weighted Average Rating Factor (WARF): 3028 Weighted Average Life (WAL): 4.1 years Weighted Average Spread (WAS) (before accounting for Euribor floors): 3.56% Weighted Average Coupon (WAC): 4.32% Weighted Average Recovery Rate (WARR): 44.78% Par haircut in OC tests and interest diversion test: 0% The default probability derives from the credit quality of the collateral pool and Moody's expectations of the remaining life of the collateral pool. The estimated average recovery rate on future defaults is based primarily on the seniority of the assets in the collateral pool. In each case, historical and market performance and a collateral manager's latitude to trade collateral are also relevant factors. Moody's incorporates these default and recovery characteristics of the collateral pool into Moody's cash flow model analysis, subjecting them to stresses as a function of the target rating of each CLO liability it is analysing. Methodology Underlying the Rating Action: The principal methodology used in these ratings was "Collateralized Loan Obligations" published in October 2025. Counterparty Exposure: The rating action took into consideration the notes' exposure to relevant counterparties, such as account bank, using the methodology "Structured Finance Counterparty Risks" published in May 2025. Moody's concluded the ratings of the notes are not constrained by these risks. Factors that would lead to an upgrade or downgrade of the ratings: The rated notes' performance is subject to uncertainty. The notes' performance is sensitive to the performance of the underlying portfolio, which in turn depends on economic and credit conditions that may change. The collateral manager's investment decisions and management of the transaction will also affect the notes' performance. Additional uncertainty about performance is due to the following: -- Portfolio amortisation: The main source of uncertainty in this transaction is the pace of amortisation of the underlying portfolio, which can vary significantly depending on market conditions and have a significant impact on the notes' ratings. Amortisation could accelerate as a consequence of high loan prepayment levels or collateral sales by the collateral manager or be delayed by an increase in loan amend-and-extend restructurings. Fast amortisation would usually benefit the ratings of the notes beginning with the notes having the highest prepayment priority. In addition to the quantitative factors that Moody's explicitly modelled, qualitative factors are part of the rating committee's considerations. These qualitative factors include the structural protections in the transaction, its recent performance given the market environment, the legal environment, specific documentation features, the collateral manager's track record and the potential for selection bias in the portfolio. All information available to rating committees, including macroeconomic forecasts, input from Moody's other analytical groups, market factors, and judgments regarding the nature and severity of credit stress on the transactions, can influence the final rating decision. HARVEST CLO XXIII: S&P Affirms 'B- (sf)' Rating on Class F Notes ---------------------------------------------------------------- S&P Global Ratings raised its credit ratings on Harvest CLO XXIII DAC's class B-1 and B-2 notes to 'AAA (sf)' from 'AA (sf)', class C notes to 'AA (sf)' from 'A (sf)', and class D notes to 'A- (sf)' from 'BBB (sf)'. At the same time, S&P affirmed its 'AAA (sf)' rating on the class A notes, its 'BB- (sf)' rating on the class E notes, and its 'B- (sf)' on class F notes. The rating actions follow the application of S&P's global corporate CLO criteria, and its credit and cash flow analysis of the transaction based on the January 2026 trustee report. Since S&P rated this transaction in March 2020: -- The portfolio's weighted-average rating remains at 'B'. -- The portfolio is still diversified, with 120 performing obligors, down from 115. -- The portfolio's weighted-average life has decreased to 3.212 years from 5.817 years. -- The percentage of 'CCC' rated assets in the portfolio has increased to 6.46% from 0.89%. Following the deleveraging of the notes, all classes of notes benefit from higher credit enhancement since S&P's previous review. Table 1 Credit enhancement Current amount Current credit Credit enhancement Class (mil. EUR) enhancement (%) at closing (%) A 138.01 54.44 38.50 B-1 28.10 37.74 27.26 B-2 22.50 37.74 27.26 C 30.40 27.71 20.50 D 25.90 19.16 14.74 E 23.60 11.37 9.50 F 11.25 7.65 7.00 Sub. 54.25 N/A N/A N/A--Not applicable. The scenario default rates (SDRs) have decreased for all rating scenarios primarily due to the lower weighted-average life since closing. Table 2 Portfolio benchmarks Current At closing S&P Global Ratings' weighted-average rating factor 3021.49 2632.50 Default rate dispersion 610.20 519.44 Weighted-average life (years) 3.212 5.817 Obligor diversity measure 96.71 98.09 Industry diversity measure 15.62 21.85 Regional diversity measure 1.257 1.33 Figures do not include defaults. On the cash flow side: -- The reinvestment period ended in October 2024. -- The class A notes have deleveraged by EUR138.73 million since closing. -- No tranches are currently deferring interest. All coverage tests are passing as of the January 2026 payment report. Table 3 Transaction key metrics Current Total collateral amount (mil. EUR)* 293.64 Defaulted assets (mil. EUR) 0.00 Number of performing obligors 120 Portfolio weighted-average rating B 'AAA' SDR (%) 59.33 'AAA' WARR (%) 35.52 *Performing assets plus cash and expected recoveries on defaulted assets. SDR--Scenario default rate. WARR--Weighted-average recovery rate. S&P said, "In our view, the portfolio is diversified across obligors, industries, and asset characteristics. "In our credit and cash flow analysis, we considered the transaction's available current cash balance of approximately EUR9.30 million, based on the January 2026 monthly report. We also considered the level of available principal proceeds from the last two payment date reports and the amount of principal proceeds used to deleverage the notes on the last two payment dates (EUR138.73 million). We therefore considered a base-case cash flow scenario where the full amount of principal cash will be used to redeem the rated notes. "Our base-case credit and cash flow analysis indicates that the available credit enhancement for the class A, B-1, and B-2 notes is sufficient to withstand the credit and cash flow stresses that we apply at the 'AAA' rating level. We therefore affirmed our 'AAA (sf)' rating on the class A notes and raised to 'AAA (sf)' from 'AA (sf)' our rating on the class B-1 and B-2 notes. "Our base-case cash flow analysis indicates the available credit enhancement for the C, D, and E notes is commensurate with higher ratings. For these classes, we assumed that the manager will still deleverage the notes using most of the principal cash and may reinvest unscheduled proceeds and sale proceeds from credit-risk and credit-improved assets. We also considered the level of cushion between our break-even default rates (BDRs) and SDRs for these notes at their passing rating levels, as well as current macroeconomic conditions and their relative seniority. We therefore raised to 'AA (sf)' from 'A (sf)' and to 'A- (sf)' from 'BBB (sf)' our ratings on class C and D notes, respectively. However, the portfolio's high exposure to the chemical industry, combined with the relatively limited credit enhancement of the class E notes, introduces vulnerability. Considering current geopolitical uncertainty, the pressure on related industries, and the structural risks, we affirmed our 'BB- (sf)' rating of the class E notes. "For the class F notes, our credit and cash flow analysis indicates that the available credit enhancement could withstand stresses commensurate with a lower rating. However, we have applied our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this class of notes." The ratings uplift for the class F notes reflects several key factors, including: -- The class F notes' available credit enhancement, which is in the same range as that of other CLOs S&P has rated and that has recently been issued in Europe. -- The portfolio's average credit quality, which is similar to other recent CLOs. -- S&P's model generated BDR at the 'B-' rating level of 20.63% (for a portfolio with a weighted-average life of 3.21 years), versus if it was to consider a long-term sustainable default rate of 3.2% for 3.21 years, which would result in a target default rate of 10.27%. -- S&P does not believe that there is a one-in-two chance of this note defaulting. -- S&P does not envision this tranche defaulting in the next 12-18 months. -- Counterparty, operational, and legal risks are adequately mitigated in line with S&P's current criteria. Harvest CLO XXIII is a European cash flow CLO transaction that securitizes loans granted to primarily speculative-grade corporate firms. The transaction is managed by Investcorp Credit Management EU Ltd. =================== L U X E M B O U R G =================== SES FINANCING: Fitch Assigns 'BB(EXP)' Rating to Subordinated Notes ------------------------------------------------------------------- Fitch Ratings has assigned SES S.A.'s (BBB-/Stable) deeply subordinated notes an expected rating of 'BB(EXP)'. The securities are issued by SES Financing S.a r.l. and guaranteed by SES and SES Americom, Inc. on a subordinated basis. The proceeds will be used for general corporate purposes, including refinancing SES's EUR625 million hybrid notes, callable in May 2026. The assignment of a final rating is contingent on the receipt of documents conforming to information already reviewed. The securities will be mandatorily and automatically converted into conversion beneficiary units (CBUs), once certain conditions are met, following which SES Americom, Inc.'s guarantee will be terminated. Key Rating Drivers Securities Notching: The securities are rated 'BB(EXP)', two notches below SES's 'BBB-' Issuer Default Rating (IDR). This reflects their highly subordinated status, higher loss severity and greater risk of non-performance relative to senior obligations. The securities rank senior only to the share capital of the issuer and the guarantors. Equity Credit: The securities have been assigned a 50% equity credit to reflect their equity-like characteristics, including subordination, effective maturity of at least five years, full discretion to defer interest coupon payments, limited events of default, as well as the absence of material covenants and look-back provisions. Effective Maturity Date: The securities are perpetual. However, Fitch views their effective maturity as 10 years and 3 months from issuance, after which the securities' permanence effectively ends. This reflects the fact that the replacement language remains in force until 2036. Fitch assigns 50% equity credit to a hybrid until five years before the end of the issuer's stated replacement intention period. Change-of-Control Clause: The terms of the proposed securities include call rights in the event of a change of control, provided no automatic conversion event has occurred. The then prevailing interest rate will increase by 5% if SES elects not to redeem the securities. Change-of-control clauses with call options that result in a coupon step-up of up to 500bp, if the hybrid is not called, do not negate equity credit, according to Fitch's criteria. Automatic Conversion to CBUs: The hybrids will mandatorily and automatically convert into CBUs upon (i) a downgrade of the long-term issuer rating assigned to SES by Moody's to 'Caa1' or below, or (ii) the insolvency, or (iii) winding-up of the issuer or any of the guarantors. Upon automatic conversion, the issuer's and guarantors' payment and other obligations under the securities and related guarantees are fully and irrevocably released, and holders are deemed to have waived any related rights. Ranking and Guarantee: The securities will rank senior to all forms of equity, and junior to SES's senior debt and outstanding hybrids. CBUs rank senior only to common shares. The ranking of the securities will be pari passu with the existing hybrid instruments if SES's Moody's rating is upgraded to 'Baa3' or above. Upon automatic conversion, the CBUs would be guaranteed only by SES. Fitch's Corporate Hybrids Treatment and Notching Criteria do not distinguish between the levels of deep subordination. CBUs More Hybrid-Like: Fitch views the CBUs as having characteristics more akin to a hybrid instrument than equity. They confer no voting rights, no participation in general meetings, and no other decision-making or veto powers, and they provide no entitlement to dividends, liquidation proceeds, or any other rights to surplus assets of the issuer or the guarantors. CBUs Preserve Securities' Economic Rights: CBUs are designed to preserve substantially the same economic rights that holders would have had under the securities if automatic conversion had not occurred. In particular, the CBUs replicate the securities' payment schedule and deferral mechanics: distribution payment dates, issuer distribution deferral rights, and deferred distribution obligations are equivalent to the securities' interest payment dates, interest deferral rights, and arrears-of-interest obligations, respectively. Governing Law: Transaction documents will be governed by English law; however, some provisions will be governed by the laws of Luxembourg and Delaware. Fitch does not express an opinion on the securities' compliance with the applicable laws when assigning ratings to the securities. Peer Analysis See 'Fitch Downgrades SES to 'BBB-'; Outlook Stable' dated 26 January 2026. Fitch’s Key Rating-Case Assumptions See 'Fitch Downgrades SES to 'BBB-'; Outlook Stable' dated 26 January 2026. Corporate Rating Tool Inputs and Scores See 'Fitch Downgrades SES to 'BBB-'; Outlook Stable' dated 26 January 2026. Recovery Analysis The securities' ratings are derived from SES's Long-Term IDR and are rated two notches below it. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade: - A downgrade of SES's IDR would cause the rating of the hybrid debt to be downgraded SES's IDR could be downgraded based on the following factors: - Significant pressure on FCF, driven by continued EBITDA erosion due to pricing pressure, protracted contraction of segments, increasing global overcapacity or new entrants, and higher-than-expected capital intensity and shareholder remunerations - Fitch-defined EBITDA net leverage above 2.8x on a sustained basis - CFO less average through the cycle capex sustained below 10% of total debt in the medium term - A reduction in organic deleveraging capacity and reduced balance-sheet flexibility while significant operating risks and uncertainties remain - Significant reduction or delay in receipt of C-Band proceeds compared with expectations. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade: - An upgrade of SES's IDR would cause the rating of the hybrid debt to be upgraded SES's IDR could be upgraded based on the following factors: - Fitch-defined EBITDA net leverage below 2.3x on a sustained basis - CFO less average through the cycle capex sustained above 12% of total debt - Stable or growing total revenue and EBITDA trends - Visibility that revenue and cash flow will not be adversely affected by changes in sector trends, market structure and increasing competition Liquidity and Debt Structure See 'Fitch Downgrades SES to 'BBB-'; Outlook Stable' dated 26 January 2026. Issuer Profile SES is a leading global satellite operator headquartered in Luxembourg. The company operates about 100 satellites in two different orbits (geostationary orbit and medium earth orbit) with strong market positions in video, government, mobility and fixed data. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals See 'Fitch Downgrades SES to 'BBB-'; Outlook Stable' dated 26 January 2026. ESG Considerations Fitch does not provide ESG relevance scores for SES Financing. 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. Entity/Debt Rating ----------- ------ SES Financing S.a r.l. Subordinated LT BB(EXP) Expected Rating ========= S P A I N ========= BBVA CONSUMER 2024-1: Fitch Lowers Rating on Class D Notes to 'B' ----------------------------------------------------------------- Fitch Ratings has downgraded BBVA Consumer 2024-1 FT's class C and D notes and affirmed the rest. All Outlooks are Stable, as detailed below. Entity/Debt Rating Prior ----------- ------ ----- BBVA Consumer 2024-1 FT Class A ES0305796007 LT AAsf Affirmed AAsf Class B ES0305796015 LT Asf Affirmed Asf Class C ES0305796023 LT BB+sf Downgrade BBB-sf Class D ES0305796031 LT Bsf Downgrade BBsf Transaction Summary BBVA Consumer 2024-1 FT is a static securitisation of a portfolio of fully amortising general-purpose consumer loans originated in Spain by Banco Bilbao Vizcaya Argentaria, S.A. (BBVA; A-/Stable/F1) for Spanish residents. The portfolio includes pre-approved loans (83.9% of current portfolio balance) and on-demand loans, the former being underwritten to existing BBVA customers mainly based on borrower credit profile and transaction records with the lender. KEY RATING DRIVERS Rapid Increase of Defaults: The downgrade of class C and D notes reflects weaker-than-expected asset performance since closing in May 2024. The balance of gross cumulative defaults (GCD), defined as arrears over 180 days, was 2.8% of the initial pool balance as of January 2026, higher than the projected level under an evenly loaded default timing in a base case scenario that stands at 1.6%. The GCD defined trigger is currently 4.7% and, given its loose calibration, Fitch does not expect it to be breached. The transaction essentially relies on the principal deficiency ledger (PDL) trigger, which is defined as two consecutive interest payment dates with a remaining PDL balance, for the switch to sequential amortisation to be activated. Asset Performance Expectations: Fitch has revised the base case lifetime default rate assumption to 5.7% from 5.5% to address worse-than-expected defaults and a forward-looking view based on the expected stabilisation of portfolio performance in the next quarters, Spain's macroeconomic outlook, plus the originator's underwriting and servicing strategies. Fitch has changed its default rate modelling approach to a single assumption for the total pool, consistent with the approach used for the recent BBVA Consumer 2026 transaction. Pro Rata Amortisation: The class A to E notes have been amortising pro rata since closing and are subject to sequential amortisation events, mainly defined in relation to performance metrics on the portfolio. Fitch views the switch to sequential amortisation by the PDL trigger as a possibility in the near term given the portfolio performance. Classes C and D are particularly exposed to further deterioration in asset performance occurring late in the transaction. This is due to the pro rata amortisation dynamics shaped by a loose GCD trigger and limited credit enhancement (CE) available at the tail of the transaction, given that the unrated class E also benefits from pro-rata allocations. Counterparty Arrangements Cap Ratings: The maximum achievable rating on the transaction is 'AA+sf', in line with Fitch's counterparty criteria due to the minimum eligibility rating thresholds defined for the transaction account bank (TAB) of 'A-' and for the hedge provider of 'A-' or 'F1', which are insufficient to support 'AAAsf' ratings. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Long-term asset performance deterioration such as increased delinquencies or reduced portfolio yield, which could be driven by changes in portfolio characteristics, macroeconomic conditions, business practices or the legislative landscape. For instance, increased defaults and reduced recoveries of 10% could imply a downgrade of two notches for classes A, B and D, and one notch for class C - Back-loaded defaults occurring later in the transaction, when available CE has reduced under the pro rata amortisation profile, resulting in lower protection, especially for classes C and D, and higher sensitivity to tail losses Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - For the senior notes, modified TAB and derivative provider minimum eligibility rating thresholds compatible with 'AAAsf' ratings as per Fitch's Structured Finance and Covered Bonds Counterparty Rating Criteria - Increasing CE ratios as the transaction deleverages to fully compensate for the credit losses and cash flow stresses commensurate with higher rating scenarios. For instance, decreased defaults and increased recoveries of 10% could imply an upgrade of two notches for class D, and one notch for class B 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 BBVA Consumer 2024-1 FT Fitch has checked the consistency and plausibility of the information it has received about the performance of the asset pool and the transaction. Fitch has not reviewed the results of any third-party assessment of the asset portfolio information or conducted a review of origination files as part of its ongoing monitoring. Prior to the transaction closing, Fitch reviewed the results of a third-party assessment conducted on the asset portfolio information and concluded that there were no findings that affected the rating analysis. Prior to the transaction closing, Fitch conducted a review of a small, targeted sample of the originator's origination files and found the information contained in the reviewed files to be adequately consistent with the originator's policies and practices and the other information provided to the agency about the asset portfolio. Overall, and together with any assumptions referred to above, Fitch's assessment of the information relied upon for the agency's rating analysis according to its applicable rating methodologies indicates that it is adequately reliable. 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. =========== T U R K E Y =========== DENIZBANK AS: Fitch Affirms 'BB-' Long-Term IDR, Outlook Positive ----------------------------------------------------------------- Fitch Ratings has upgraded Denizbank A.S.'s Viability Rating (VR) to 'bb-' from 'b+'. Fitch has also affirmed the bank's Long-Term Issuer Default Ratings (IDRs) at 'BB-'. The Outlooks are Positive. The upgrade of Denizbank's VR reflects Fitch's improved assessment of the Turkish operating environment and the bank's reasonable franchise and healthy financial metrics. Key Rating Drivers VR-Driven Ratings; Underpinned by Support: Denizbank's IDRs are driven by its intrinsic strength, as reflected in the VR. The VR considers the bank's concentrated operations in the challenging, albeit improved, Turkish operating environment, a moderate franchise, below-sector-average asset quality and above-sector-average capitalisation and profitability. It also factors in ordinary support from the parent, Emirates NBD Bank PJSC (ENBD, A+/Stable). The bank's IDRs are also underpinned by potential extraordinary support from ENBD, as reflected in a 'bb-' Shareholder Support Rating (SSR). The Positive Outlooks mirror those on the sovereign and operating environment. Improved but Challenging Operating Environment: Its view of the improved Turkish operating environment reflects the normalisation and a stronger record of the country's monetary policy. This has reduced refinancing risks, improved external market access and policy credibility and consistency, and fostered FX stability, despite financial market volatility. However, banks are exposed to still high - but declining - inflation, slowing economic growth, domestic political volatility and macro-prudential regulations, despite simplification efforts. Mid-Sized Turkish Bank: Denizbank is a medium-sized Turkish bank with a reasonable business profile and franchise, serving corporate and commercial customers, small and medium-sized companies, and retail clients. Its market shares are moderate (4% of sector assets at end-2025, unconsolidated), resulting in limited competitive advantages, but it benefits from being part of the ENBD group. Exposure to SMEs and Retail: Denizbank has fairly high exposure to SME financing (end-2025: 26% of gross financing; about 44% agriculture), unsecured retail lending (28%, including retail and credit cards) and a high share of foreign-currency (FC) financing (40% of gross financing), which results in heightened credit risk. Asset-Quality Risks: The bank's impaired loans/gross loans ratio increased to 4.7% at end-2025 (end-2024: 3.8%), reflecting sector-wide pressures on asset quality from mainly unsecured retail lending. Stage 2 loans are moderate (9.8%) and are 50% restructured. Total reserves coverage of impaired loans (104%) is below the sector average (137%), but coverage of gross loans is solid at 4.9% (sector: 3.3%). Fitch expects the impaired loans ratio to increase to above 5% by end-2026. Profitability Above Sector Average: The bank's operating profit/risk-weighted assets (RWAs) ratio worsened slightly to 5.4% in 2025 (2024: 5.9%) but remained above the sector average (4.4%), despite widening margins to 7.3% (2024: 5.7%) due to increased cost of risk (2.5%; 2024: 0.6%). Fitch expects the net interest margin to widen further on lira interest rate cuts in 2026 and Denizbank's operating profit/RWAs ratio to remain strong but at below 5% in 2026. Core Capitalisation Above Peers: Denizbank's common equity Tier 1 (CET1) ratio worsened to 15.7% (13.6% net of forbearance) at end-2025 from 16% at end-2024 but remained above peers' (14.2%). Capitalisation is supported by high pre-impairment operating profit (2025: equal to 9.6% of average loans), full reserves coverage of impaired loans, free provisions (0.7% of RWAs) and ordinary support from ENBD. Fitch expects the common equity Tier 1 (CET1) ratio to be 14% in 2026 following the removal of forbearance, but to remain adequate. Adequate FC Liquidity; Ordinary Support: Denizbank is mainly deposit funded (end-2025 loans/deposits ratio: 92%). FC deposits represent 51% of total deposits, including Denizbank AG's, and remain significant. FC wholesale funding comprised a high 23% of total funding. FC liquidity is adequate and underpinned by ordinary support from ENBD. Fitch expects the loans/deposits ratio to increase towards to 100% at end-2026. Shareholder Support: Denizbank's 'bb-' SSR reflects its strategic importance to its 100% owner, ENBD, given its increasing integration and role within the wider group. However, the SSR and the Long-Term Foreign-Currency (FC) IDR are constrained by Turkiye's Country Ceiling of 'BB-', and the Long-Term Local-Currency (LC) IDR also considers Turkiye's country risks. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade is unlikely given the Positive Outlooks on the Long-Term IDRs. Fitch would revise the Outlooks to Stable if the Outlook on the sovereign rating was revised to Stable. A downgrade of the bank's Long-Term IDRs would follow a downgrade of both its VR and SSR. The VR is primarily sensitive to a weakening of the Turkish operating environment and a sovereign downgrade. The VR could also be downgraded due to erosion of Denizbank's capital buffers, most likely stemming from weakening asset quality or pressure on profitability, or a decline in FC liquidity buffers, if not offset by ordinary shareholder support on a timely basis. A sovereign downgrade and a downgrade of the Country Ceiling would lead to a downgrade of Denizbank's SSR. The SSR is also sensitive to Fitch's view of ENBD's ability and propensity to provide support. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Turkiye's Long-Term IDRs and of Country Ceiling would likely lead to a similar action on Denizbank's SSR and Long-Term IDRs. A VR upgrade would likely follow a sovereign upgrade, which could prompt an upward revision of the operating environment score. It would also require an improvement in the bank's risk profile and asset quality while maintaining healthy capital and liquidity buffers. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS Denizbank's senior debt ratings are aligned with its IDRs as the likelihood of default on these obligations reflects that of the bank. The Short-Term IDRs of 'B' are the only possible option mapping to Long-Term IDRs in the 'BB' category. The bank's 'AA(tur)' National Rating is driven by shareholder support and in line with those of foreign-owned peers in Turkiye. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES Denizbank's senior unsecured debt ratings are primarily sensitive to changes in its IDRs. The Short-Term IDRs are sensitive to changes in its Long-Term IDRs. The National Rating is sensitive to changes in Denizbank's Long-Term LC IDR and its creditworthiness relative to other Turkish issuers'. VR ADJUSTMENTS The operating environment score of 'bb-' is below the 'bbb' category implied score due to the following adjustment reason: sovereign rating (negative). The asset quality score of 'b+' is below the 'bb' category implied score due to the following adjustment reason: historical and future metrics (negative). The earnings and profitability score of 'bb-' is below the 'bbb' category implied score due to the following adjustment reason: revenue diversification (negative). Public Ratings with Credit Linkage to other ratings Denizbank has ratings linked to ENBD's ratings. ESG Considerations Denizbank's ESG Relevance Score for Management Strategy of '4' reflects an increased regulatory burden on all Turkish banks. Management ability across the sector to determine their own strategy and price risk is constrained by regulatory burden and also by the operational challenges of implementing regulations at the bank level. This has a moderately negative impact on Denizbank's credit profile and is relevant to the ratings in combination with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- Denizbank A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Viability bb- Upgrade b+ Shareholder Support bb- Affirmed bb- senior unsecured LT BB- Affirmed BB- senior unsecured ST B Affirmed B ING BANK: Fitch Affirms 'BB-' Long-Term Foreign-Currency IDR ------------------------------------------------------------ Fitch Ratings has affirmed ING Bank A.S.'s (INGBT) Long-Term (LT) Foreign-Currency (FC) and Local-Currency (LC) Issuer Default Ratings (IDRs) at 'BB-'. The Outlooks on the LT IDRs are Positive. Fitch has also affirmed the Viability Rating (VR) at 'b+'. Key Rating Drivers Support Drives IDRs; Country Risks: INGBT's LTFC and LTLC IDRs are driven by potential shareholder support, as reflected in its Shareholder Support Rating (SSR) of 'bb-'. The SSR and LTFC IDR are constrained by Turkiye's Country Ceiling of 'BB-' and the LTLC IDR also considers Turkish country risks. The Positive Outlooks mirror those on the sovereign. The VR considers INGBT's concentration in the challenging, albeit improved, Turkish operating environment, limited market position, below-sector-average profitability, conservative risk profile supporting better-than-sector asset quality, and ordinary shareholder support for the capitalisation and funding profile. Shareholder Support: The SSR reflects INGBT's strategic importance to its 100% parent, ING Bank N.V. (ING; AA-/Stable), its small size relative to ING's ability to provide support and its role in the group. Improved, but Challenging, Operating Environment: Fitch considers the Turkish operating environment to have improved, on normalisation of the monetary policy, which now has a stronger record. This has reduced refinancing risks, and improved external market access, policy credibility and consistency, and exchange-rate stability, despite financial market volatility. However, banks are exposed to still high - but declining - inflation, slowing economic growth, domestic political volatility and macroprudential regulations, despite simplification efforts. Limited Market Share: INGBT has a reasonable business profile that benefits from its links to ING. However, its market share is limited at below 1% of sector assets at end-2025 (unconsolidated basis) stemming from limited growth due to challenging operating conditions, resulting in limited competitive advantages. The bank serves corporate, commercial, SME and retail customers. Increased Loan Growth: INGBT's approach to lending has been cautious, reflecting its conservative risk appetite in the challenging operating environment. Its appetite for lending has been increasing alongside improving operating conditions. The bank recorded a higher nominal increase in loans of 42% (27% in FX-adjusted terms) in 2025, albeit from a low base and still below that of the sector (45%; FX-adjusted: 31%). The bank caters to all customers, but lending is primarily to corporate and commercial segments. Impaired Loans Ratio Below Sector: INGBT's impaired (Stage 3) loans ratio remained almost flat at 1.1% at end-2025 (end-2024: 1.0%), still much below the rising sector ratio (2.5%), largely reflecting the nominal increase in loans, and the still strong collections and impaired loan sales. Total loan loss allowances covered 131.5% of impaired loans at end-2025 (end-2024: 128.8%). Credit risks remain, despite INGBT's generally fairly cautious risk-management approach, given slowing economic growth, still high Turkish lira interest rates and inflation. They mainly stem from the bank's high FC lending (51%), Stage 2 loans (13.6%) and modest exposure to retail and SME segments that are more susceptible to operating conditions. Fitch expects a moderate increase in the impaired loans ratio at end-2026. Profitability Below Sector: INGBT's operating profit/risk-weighted assets (RWAs) ratio decreased to 1.5% in 2025 (2024: 2.5%; sector: 4.4%), largely due to tighter net interest margins, high operating costs and increased loan impairment charges. Its expectation is for operating profit/RWAs ratio to reach 2.5%-3% by end-2026 through improved net interest margins from lira interest-rate cuts, sustained lending appetite, and still limited loan impairment charges, despite inflationary pressure on operating costs. Profitability remains sensitive to asset quality, macroeconomic and regulatory developments. Modest Core Capitalisation; Ordinary Support: INGBT's common equity Tier 1 (CET1) ratio of 13.5% at end-2025 (11.7% net of forbearance; sector: 15.1%) reflected tightened forbearance and credit expansion. Fitch expects CET1 to be 10.5%-11% at end-2026 following the removal of forbearance. The higher total capital ratio of 18.7% (16.2% net of forbearance) reflects FC subordinated Tier2 debt that provides a partial hedge against lira depreciation. Capitalisation is supported by moderate pre-impairment operating profit buffers (2025: 2.5% of average gross loans), full total reserves coverage of impaired loans, and potential ordinary support, but is sensitive to lira depreciation, asset-quality risks and growth. Deposit-Funded; Ordinary Support: Customer deposits (end-2025: 74% of non-equity funding) are the main source of funding, including FC deposits (34%; sector: 39%). The loans/deposits ratio remained almost flat at 83% (end-2024: 84%; sector average: 87%). Fitch expects the ratio to remain below 90% in 2026. FC wholesale funding (end-2025: 25% of non-equity funding) includes a fairly high share of funding from the group (12% of total funding) reducing refinancing risk, and risks are mitigated by adequate FC liquidity, external market access and potential liquidity support from the parent. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade A downgrade is unlikely given the Positive Outlooks on the LT IDRs. Fitch would revise the Outlooks to Stable if the Outlook on the sovereign rating is revised to Stable. A sovereign downgrade and downward revision of the Country Ceiling would lead to a downgrade of INGBT's SSR and, therefore, its LT IDRs. The SSR is also sensitive to Fitch's view of the shareholder's ability and propensity to provide support. The VR is mainly sensitive to a weakening in the operating environment. The VR could also be downgraded on a material deterioration in the bank's capital buffers, potentially due to a deterioration in earnings performance and asset quality, if not offset by shareholder support on a timely basis. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade An upgrade of Turkiye's LT IDRs and an upward revision of Turkiye's Country Ceiling would likely lead to upgrades of the SSR and LT IDRs. A VR upgrade would require a stronger business profile reflected through higher earnings generation, while maintaining healthy asset quality, adequate capital and FC liquidity buffers. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The bank's subordinated Tier 2 notes are rated one notch below its LTFC IDR. Fitch uses the LTFC IDR as the anchor rating for the notes as Fitch believes the shareholder support is likely to be extended to the bank's subordinated noteholders. The notching includes one notch for loss severity and zero notches for non-performance risk relative to the anchor rating. The one notch, rather than the baseline two notches, reflects its view that shareholder support could mitigate losses. The Short-Term IDRs of 'B' are the only possible option mapping to Long-Term IDRs in the 'BB' category. Shareholder support underpins INGBT's National Rating, which is in line with foreign-owned peers'. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The subordinated debt rating is sensitive to a change in INGBT's LTFC IDR anchor rating. The rating of the subordinated notes is also sensitive to a reassessment of potential loss severity and non-performance risk. INGBT's Short-Term IDRs are sensitive to changes in its LT IDRs. The National Rating is sensitive to changes in INGBT's LTLC IDR and its creditworthiness relative to that of other Turkish issuers. VR ADJUSTMENTS The operating environment score of 'bb-' is below the 'bbb' category implied score due to the following adjustment reason: sovereign rating (negative). The business profile score of 'b+' is below the 'bb' category implied score due to the following adjustment reason: business model (negative). The earnings & profitability score of 'b+' is below the 'bb' category implied score due to the following adjustment reason: earnings stability(negative). The capitalisation & leverage score of 'b+' is below the 'bb' category implied score due to the following adjustment reason: leverage and risk weight calculation (negative). Public Ratings with Credit Linkage to other ratings INGBT's ratings are linked to its parent bank, ING. ESG Considerations The ESG Relevance Score for Management Strategy of '4' reflects a regulatory burden on all Turkish banks. Management ability across the sector to determine their own strategy and price risk is constrained by regulatory burden and also by the operational challenges of implementing regulations at the bank level. This has a moderately negative impact on banks' credit profiles and is relevant to banks' ratings in combination with other factors. The highest level of ESG credit relevance is a score of '3', unless otherwise disclosed in this section. A score of '3' means ESG issues are credit neutral or have only a minimal credit impact on the entity, either due to their nature or the way in which they are being managed by the entity. Fitch's ESG Relevance Scores are not inputs in the rating process; they are an observation on the relevance and materiality of ESG factors in the rating decision. Entity/Debt Rating Prior ----------- ------ ----- ING Bank A.S. LT IDR BB- Affirmed BB- ST IDR B Affirmed B LC LT IDR BB- Affirmed BB- LC ST IDR B Affirmed B Natl LT AA(tur) Affirmed AA(tur) Viability b+ Affirmed b+ Shareholder Support bb- Affirmed bb- Subordinated LT B+ Affirmed B+ TAM FINANS: Fitch Affirms 'B' Long-Term IDR, Outlook Stable ----------------------------------------------------------- Fitch Ratings has affirmed Tam Finans Faktoring A.S.'s Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'B'. The Outlooks are Stable. At the same time, Fitch has affirmed Tam Finans' National Rating at 'BBB+(tur)' with a Stable Outlook. Key Rating Drivers Standalone Credit Profile Drives Ratings: Tam Finans's ratings are driven by its standalone credit profile, reflecting the company's small franchise and a business model focused on higher-risk small businesses operating in an improving, but still volatile, operating environment. The ratings also reflect widening credit losses and high leverage in 2025, alongside consistent strong profitability, a granular portfolio, low market risk, a liquid balance sheet, and diversified, but largely secured, funding sources. Leverage Increase: Tam Finans' gross debt/tangible equity ratio rose to 9.6x at end-2025 from 8.1x at end-2024, and remains considerably above peers', reflecting its appetite for high leverage. Fitch does not expect material deleveraging over the medium term. However, total equity has grown at an average annualised 46% in US dollar terms since end-2021, supported by strong profitability and full earnings retention, indicating strong execution. Nevertheless, Fitch considers high leverage to reduce Tam Finans' buffer against potential losses in Turkiye's improving, but still volatile, operating environment. Fitch expects inflation and the company's appetite for aggressive growth to drive overall asset expansion. Limited Market Risk: Tam Finans' market risk exposure is low, given its mainly Turkish lira-denominated balance sheet and low sensitivity to interest rate risk, as assets and liabilities are short-dated and broadly matched by maturities. A highly liquid balance sheet supports its funding and liquidity profile. Funding is generally secured by receivables and mostly sourced from local banks. Moderating Profitability: Tam Finans's profitability is strong but, in Fitch's view, likely to moderate in 2026 due to a gradual slowdown in economic growth and high impairment charges. Its pre-tax income/average assets ratio decreased - as expected - to 8.2% in 2025 from 9.8% in 2024, due to higher impairment charges and slower inflation. The cost/income ratio remained stable at about 40% in 2025, despite its labour-intensive business model and continued high inflation. Large Credit Losses: The impaired receivables ratio continued to rise to 4.9% at end-2025 from 4.6% at end-2024 and 1.5% at end-2023. Impaired assets were fully covered by loss provisions. Asset quality, as reflected in the non-performing loans ratio, has deteriorated during recent macroeconomic volatility, but has historically been well managed. Credit losses are likely to remain broadly stable in 2026 compared with 2025 due to expected slower economic growth. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - An increase in gross debt/tangible equity to above 10x - A material weakening in asset quality and profitability, for example from a deterioration in the domestic operating environment, could lower tolerance for leverage and lead to a downgrade - Deterioration of the above factors relative to domestic peers, or a recalibration of Fitch's National Rating mapping, could lead to a downgrade of the National Rating Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Continued improvements in Turkiye's operating environment, coupled with resilient performance and further improvements in the business profile, could lead to an upgrade. However, Fitch views this as unlikely in the medium term given Tam Finans's small size in the Turkish financial system. Greatly improved creditworthiness relative to domestic peers, or a recalibration of Fitch's National Rating mapping, could result in an upgrade of the National Rating. ADJUSTMENTS The sector risk operating environment score is below the implied score due to the following adjustment reason(s): regional, industry or sub-sector focus (negative). The earnings and profitability score is below the implied score due to the following adjustment reason(s): adjusted profitability (negative). The funding, liquidity and coverage score is above the implied score due to the following adjustment reason(s): business model/funding market convention (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 Prior ----------- ------ ----- Tam Finans Faktoring A.S. LT IDR B Affirmed B ST IDR B Affirmed B LC LT IDR B Affirmed B LC ST IDR B Affirmed B Natl LT BBB+(tur) Affirmed BBB+(tur) ============= U K R A I N E ============= OSCHADBANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR -------------------------------------------------------------- Fitch Ratings has affirmed JSC State Savings Bank of Ukraine's (Oschadbank) Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'. The Viability Rating (VR) has been affirmed at 'ccc'. Key Rating Drivers Oschadbank's LTFC IDR reflects Fitch's view that a default on senior FC third-party, non-government obligations remains a real possibility due to the war. The bank maintains generally adequate FC liquidity, helped by various regulatory capital and exchange controls that have been in place since the outbreak of the war to reduce the risks of deposit and capital outflows and maintain stability and confidence in the banking system. The bank's LTLC IDR is one notch above the LTFC IDR, reflecting limited regulatory constraints on LC operations. Its VR reflects the high risk to its standalone profile caused by the war and that failure remains a real possibility for the bank. Challenging Operating Environment: Operating conditions for Ukrainian banks remain challenging, as reflected in its operating environment assessment of 'ccc'. Continued international support to Ukraine, supportive monetary policy and regulatory measures underpin macroeconomic and financial stability and banks' resilient financial performance. Second-Largest Bank: Oschadbank is the second-largest bank in Ukraine, accounting for a 13% share of the sector's net assets at end-2025. It is fully owned by the state. High Exposure to the Sovereign: Oschadbank's risk profile reflects its large exposure to the sovereign and the Ukrainian operating environment. Sovereign exposure is through investments in Ukrainian government securities (end-3Q25: 41% of assets), deposit certificates of the National Bank of Ukraine (NBU; 5%), placements at the NBU (6%) and loan-book exposures to state-owned enterprises (about a quarter). This renders the bank vulnerable to the sovereign's repayment capacity and liquidity position. Oschadbank recorded an increase in gross loans of 10% in 9M25 although gross loans accounted for just 32% of assets at end-3Q25. High Asset-Quality Risks: Oschadbank's impaired loans (Stage 3 and purchased or originated credit-impaired loans) ratio fell to 16.9% at end-3Q25 from 22.6% at end-2024 due to a decrease in impaired loans. Fitch expects the impaired loans ratio to remain high, given risks to asset quality from the operating environment. Total loan loss allowance coverage improved to 97% of impaired loans at end-3Q25, from 76.9% at end-2024. A high share of Stage 2 loans (end-3Q25: 23.8% of gross loans) represents additional risk to loan quality. Improved Profitability: Oschadbank's operating profit/risk-weighted assets ratio increased to 11% in 9M25 from 9.6% in 2024, due largely to continued reversals of loan loss allowances (27% of pre-impairment operating profit). Fitch expects near-term operating profitability to moderate due to possible loan impairment charges, but to remain reasonable, supported by still high net interest margins. Increased taxes of 50% would dent the bank's 2026 net profit. Modest Capitalisation: Oschadbank's common equity Tier 1, Tier 1 and regulatory capital adequacy ratios (all 13.8% at end-2025) had adequate buffers over their regulatory minimums. Capital encumbrance from unreserved impaired loans (including purchased or originated credit-impaired loans) fell to 2.4% at end-3Q25 from 26.1% at end-2024. Fitch expects capitalisation to remain supported by adequate internal capital generation. Largely Deposit-Funded: Customer deposits accounted for 97% of the bank's non-equity funding at end-3Q25, including a high share of retail deposits (58% of total deposits). The loans/deposits ratio increased to 37.6%, and Fitch expects it to gradually rise alongside loan growth. The bank's remaining FC external debt at end-9M25 consisted of a bilateral loan from an international financial institution, following the repayment of a Eurobond in March 2025. Its base case is for Oschadbank to continue servicing its external obligations. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would downgrade the bank's IDRs following a sovereign downgrade, or on an increased likelihood that the bank will default on, or seek a restructuring of, its senior obligations. A marked further deterioration in asset quality or a weakening of profitability eroding the bank's loss-absorption buffers would lead to a VR downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade A positive action on the IDRs is unlikely in the near term. However, the rating could be upgraded if the sovereign's LTFC IDR is upgraded. An upgrade of the VR is likely to require an upgrade of the sovereign's LTFC IDR and a considerable improvement in the operating environment, leading to lower solvency risk. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDRs of 'C' are the only possible options mapping to Long-Term IDRs in the 'CCC' category. Oschadbank's 'AA+(ukr)' National Long-Term Rating is driven by the bank's intrinsic credit profile and is in line with other large state-owned bank peers'. The Government Support Rating (GSR) of 'no support' reflects its view that regulatory forbearance would be more likely than recapitalisation following a material capital shortfall, as long as banks implement recapitalisation programmes. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the Long-Term IDRs. Oschadbank's National Rating is sensitive to changes in the bank's LTLC IDR and its creditworthiness relative to that of other Ukrainian entities rated on the National Rating scale. The GSR could be upgraded if the sovereign rating is upgraded or if Fitch believes that public finances are likely to be used to recapitalise state-owned banks. VR ADJUSTMENTS The operating environment score of 'ccc' is below the 'b' category implied score due to the following adjustment reason(s): sovereign rating (negative). The funding and liquidity score of 'ccc' is below the 'bb' category implied score due to the following adjustment reason(s): 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 ----------- ------ ----- JSC State Savings Bank of Ukraine (Oschadbank) LT IDR CCC Affirmed CCC ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Natl LT AA+(ukr) Affirmed AA+(ukr) Viability ccc Affirmed ccc Government Support ns Affirmed ns PRIVATBANK: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR -------------------------------------------------------------- Fitch Ratings has affirmed Joint-Stock Company Commercial Bank PrivatBank's Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'. Fitch has also affirmed the Viability Rating (VR) at 'ccc'. Key Rating Drivers PrivatBank's LTFC IDR reflects its view that a default on the bank's senior FC obligations remains a real possibility due to the war between Ukraine and Russia. The bank has maintained generally adequate FC liquidity relative to its needs, helped by various regulatory capital and exchange controls that have been in place since the outbreak of the war to reduce the risks of deposit and capital outflows, and maintain stability in the banking system. PrivatBank's 'CCC+' LTLC IDR, one notch above its LTFC IDR, reflects limited regulatory restrictions on LC operations. PrivatBank's VR reflects the high risks to its standalone profile caused by the war, and that failure remains a real possibility for the bank. It is below the 'ccc+' implied VR due to the operating environment and sovereign rating constraint. Challenging Operating Environment: Operating conditions for Ukrainian banks remain challenging, as reflected in its operating environment assessment of 'ccc' due to the war. Continued international support to Ukraine, supportive monetary policy and regulatory measures underpin macroeconomic and financial stability and banks' resilient financial performance. In its view, operating environment risks constrain the bank's standalone creditworthiness. Largest Bank in Ukraine: PrivatBank is by far the largest bank in Ukraine, with a 23% share of net sector assets at end-2025. The bank is fully owned by the Ukrainian state. High Exposure to Sovereign: PrivatBank is greatly exposed to sovereign risk, as domestic government securities constituted 47% of assets at end-3Q25. Placements at and certificates of deposits of the National Bank of Ukraine constituted a further 17%. This concentration renders the bank vulnerable to the sovereign's repayment capacity and liquidity position. Heightened operational risks due to the ongoing war also weigh on the bank's risk profile. Reasonable Asset Quality: PrivatBank's impaired loans/gross loans ratio, which mainly comprises a fully provisioned separate legacy portfolio (96% of total impaired loans), was a high 53% at end-3Q25 but a large portion of it was written off in 4Q25. The impaired loans/gross loans ratio, excluding the separate portfolio, was 3.9%. The Stage 2 loans/gross loans ratio, excluding the separate portfolio, was also reasonable, at 9%. Credit risks associated with the retail-heavy portfolio (about two-thirds of performing loans) are balanced by high yields and acceptable underwriting standards. Resilient Performance: PrivatBank's operating profit/risk-weighted assets ratio was strong at 19.8% in 9M25 (2024: 20.3%), due to sustained high margins, strong fee income and no impairment charges. Risks to profitability remain high due to the war, but Fitch expects the bank's strong franchise and retail exposure to continue to support its above-sector-average profitability. Adequate Capitalisation: PrivatBank's common equity Tier 1, Tier 1 and regulatory capital adequacy ratios (all 13% at end-2025) had adequate buffers over their regulatory minimums under its new capital structure. The tangible common equity/tangible assets ratio of 14.2% at end-3Q25 is ahead of its peers'. The bank's concentration on sovereign assets and the Ukraine operating environment is the main risk to capital, in its view. Strong Domestic Deposit Franchise: Customer deposits were a high 99% of PrivatBank's non-equity funding at end-3Q25. PrivatBank has a strong domestic retail deposit franchise as the largest bank in Ukraine, which constituted 75% of its total deposits at end-3Q25. Fitch expects the bank's gross loans/customer deposits ratio of 46% to reduce sharply if and when the fully provisioned legacy portfolio is partially or fully written off as planned. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would downgrade PrivatBank's IDRs following a sovereign rating downgrade or a perceived increased likelihood that the bank would default on, or seek a restructuring of, its senior obligations. A marked further deterioration in asset quality or a weakening of profitability eroding the bank's loss absorption buffers would lead to a VR downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Fitch believes positive action on the IDRs is unlikely in the near term. However, the ratings could be upgraded following an upgrade of the sovereign's LTFC IDR. A VR upgrade would likely require an upgrade of the sovereign LTFC IDR and a considerable improvement in the operating environment, leading to lower solvency and operational risks. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDRs of 'C' are the only possible options mapping to LT IDRs in the 'CCC' category. PrivatBank's 'AA+(ukr)' LT National Rating is driven by the bank's intrinsic credit profile and is in line with most other large state-owned bank peers'. The Government Support Rating of 'no support 'reflects its view that regulatory forbearance would be more likely than recapitalisation following a material capital shortfall as long as the bank implements recapitalisation programmes. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the LT IDRs. A change in PrivatBank's LT National Rating would likely arise from a weakening/strengthening in its overall credit profile relative to that of other Ukrainian entities rated on the National Rating scale. The Government Support Rating could be upgraded following an upgrade of the sovereign ratings or on the likelihood that public finances would be used to recapitalise state-owned banks. VR ADJUSTMENTS The operating environment score of 'ccc' is below the 'b' category implied score due to the following adjustment reason(s): sovereign rating (negative). The business profile score of 'ccc+' is below the 'bb' category implied score due to the following adjustment reason(s): business model (negative). The earnings and profitability score of 'ccc+' is below the 'bb' category implied score due to the following adjustment reason(s): revenue diversification (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 ----------- ------ ----- Joint-Stock Company Commercial Bank PrivatBank LT IDR CCC Affirmed CCC ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Natl LT AA+(ukr) Affirmed AA+(ukr) Viability ccc Affirmed ccc Government Support ns Affirmed ns UKRGASBANK JSB: Fitch Affirms 'CCC' Long-Term Foreign-Currency IDR ------------------------------------------------------------------ Fitch Ratings has affirmed JSB Ukrgasbank's Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at 'CCC' and Long-Term Local-Currency (LTLC) IDR at 'CCC+'. Fitch has also affirmed the Viability Rating (VR) at 'ccc'. Key Rating Drivers Ukrgasbank's LTFC IDR reflects its view that a default on the bank's senior FC obligations remains a real possibility due to the war between Ukraine and Russia. However, the bank has maintained generally adequate FC liquidity relative to its needs, helped by various regulatory capital and exchange controls that have been in place since the outbreak of the war to reduce the risks of deposit and capital outflows and maintain stability in the banking system. Ukrgasbank's LTLC IDR is one notch above its LTFC IDR, reflecting limited regulatory restrictions on LC operations. The VR reflects the high risks to its standalone profile caused by the war and that failure remains a real possibility for the bank. Challenging Operating Environment: Operating conditions for Ukrainian banks remain challenging, as reflected in its operating environment assessment of 'ccc' due to the war. Continued international support to Ukraine, and supportive monetary policy and regulatory measures underpin macroeconomic and financial stability and banks' resilient financial performance. Sixth-Largest Bank: Ukrgasbank is the sixth-largest Ukrainian bank, with a 5.4% share of net sector assets at end-2025. The bank is 95% state owned. Concentration Risks: The bank has significant exposure to the sovereign (about half of assets) through bonds (end-3Q25: 27% of assets), National Bank of Ukraine certificates of deposits and accounts (10%), and lending to state-owned enterprises (13%). This concentration renders the bank vulnerable to the sovereign's repayment capacity and liquidity position. It has a high but reducing share of FC loans (end-3Q25: 33% of gross loans; end-2024: 42%), and exposure to the higher-risk energy raw material extraction and power generation sectors (end-2024: 29%). High Asset-Quality Risks: Ukrgasbank's impaired (Stage 3 and purchased or originated credit-impaired loans) loans/gross loans ratio decreased to 18% at end-3Q25 from 21.5% at end-2024, due to continued loan growth (9M25: 18%). Fitch sees risks of further increases in impaired loans due to the protracted war, particularly from a potential migration of the bank's high Stage 2 loans (end-3Q25: 30% of gross loans). Total coverage of impaired loans has also risen, to 78% end-3Q25 from 72% at end-2024. Stable Profitability: Ukrgasbank's operating profit/risk-weighted assets ratio improved to 7.9% at end-3Q25 (2024: 7.4%) following a slower operating cost increase (cost/income ratio: 42.5%; 2024: 43.9%) and strong fee and commission income on strong loan growth. The net interest margin remained high at 7.3% (2024: 7.4%). Profitability remains sensitive to asset-quality deterioration and tightening margins. Still High Capital Encumbrance: Ukrgasbank's common equity Tier 1, Tier 1 and regulatory capital adequacy ratios were all 15.3% at end-2025 and under its new capital structure, effective from August 2024, had adequate buffers over their regulatory minimums of 5.6%, 7.5% and 10%, respectively. Capital encumbrance by unreserved impaired loans fell to 19% at end-3Q25 from 37% at end-2024, but remains high, increasing risks to capitalisation. Largely Deposit Funded: Customer deposits accounted for 92% of Ukrgasbank's non-equity funding at end-3Q25, of which 23% were retail deposits. Non-equity funding included funds borrowed from banks and international organisations and bank deposits. FC repayments remain subject to considerable uncertainty, but its base-case expectation is for Ukrgasbank to continue servicing its external obligations. Rating Sensitivities Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade Fitch would downgrade Ukrgasbank's IDRs following a sovereign rating downgrade or a perceived increased likelihood that the bank would default on, or seek a restructuring of, its senior obligations. A marked further deterioration in asset quality or a weakening of profitability eroding the bank's loss absorption buffers would lead to a VR downgrade. Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade Positive action on the IDRs is unlikely. However, the ratings could be upgraded following a sovereign LTFC IDR upgrade. A VR upgrade would likely require an upgrade of the sovereign LTFC IDR and a considerable improvement in the operating environment, leading to lower solvency risk. OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS The Short-Term IDRs of 'C' are the only possible options mapping to LT IDRs in the 'CCC' category. Ukrgasbank's 'AA+(ukr) National Long-Term Rating is driven by the bank's intrinsic credit profile and is in line with most other large state-owned bank peers'. The Government Support Rating of 'no support 'reflects its view that regulatory forbearance would be more likely than recapitalisation following a material capital shortfall as long as banks implement recapitalisation programmes. OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES The Short-Term IDRs are sensitive to changes in the LT IDRs. Ukrgasbank's National Rating is sensitive to changes in the bank's LTLC IDR and its creditworthiness relative to that of other local entities rated on the National Rating scale. The Government Support Rating could be upgraded following a sovereign upgrade or on the likelihood that public finances would be used to recapitalise state-owned banks. VR ADJUSTMENTS The operating environment score of 'ccc' is below the 'b' category implied score due to the following adjustment reason(s): sovereign rating (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 ----------- ------ ----- JSB Ukrgasbank LT IDR CCC Affirmed CCC ST IDR C Affirmed C LC LT IDR CCC+ Affirmed CCC+ LC ST IDR C Affirmed C Natl LT AA+(ukr) Affirmed AA+(ukr) Viability ccc Affirmed ccc Government Support ns Affirmed ns =========================== U N I T E D K I N G D O M =========================== AZURE FINANCE 3: Moody's Affirms B1 Rating on GBP3.7MM Cl. F Notes ------------------------------------------------------------------ Moody's Ratings has upgraded the ratings of 2 Classes of Notes in Azure Finance No.3 plc. The rating action reflects the increased levels of credit enhancement for the affected notes. Moody's affirmed the ratings of the notes that had sufficient credit enhancement to maintain their current ratings. GBP18.4M Class C Notes, Upgraded to Aaa (sf); previously on Aug 22, 2025 Upgraded to Aa2 (sf) GBP9.2M Class D Notes, Upgraded to Aa2 (sf); previously on Aug 22, 2025 Upgraded to A2 (sf) GBP6.1M Class E Notes, Affirmed Ba2 (sf); previously on Aug 22, 2025 Affirmed Ba2 (sf) GBP3.7M Class F Notes, Affirmed B1 (sf); previously on Aug 22, 2025 Affirmed B1 (sf) GBP17.2M Class X Notes, Affirmed Caa1 (sf); previously on Aug 22, 2025 Affirmed Caa1 (sf) RATINGS RATIONALE The rating action is prompted by an increase in credit enhancement for the affected tranches. Increase in Available Credit Enhancement Sequential amortization led to an increase in the credit enhancement available in this transaction, further supported by the funding of the non-amortising junior reserve fund available for Classes C to F. For instance, the credit enhancement for the upgraded Classes C and D Notes increased to 56.46% and 29.81% from 31.30% and 16.14% respectively, since the last rating action. Revision of Key Collateral Assumptions: As part of the rating action, Moody's reassessed Moody's expected default rate and recovery rate assumptions for the portfolio reflecting the collateral performance to date. The performance of the transaction has continued to be stable. Total delinquencies have been stable in the past year, with 60 days plus arrears currently standing at 1.57% of current pool balance up from 1.30% at the last rating action. Cumulative defaults currently stand at 7.75% of original pool balance, with a current pool factor of 14.06%, up from 6.91% at the last rating action when pool factor was at 24.70%. Moody's maintained the default probability assumption at 10% of the current pool balance, corresponding to 9.16% of the original portfolio balance, down from the previous assumption of 9.38%. Moody's also maintained the assumption for the fixed recovery rate at 40% and the portfolio credit enhancement at 28%. The principal methodology used in these ratings was "Moody's Global Approach to Rating Auto Loan- and Lease-Backed ABS" published in June 2025. Factors that would lead to an upgrade or downgrade of the ratings: Factors or circumstances that could lead to an upgrade of the ratings include (1) performance of the underlying collateral that is better than Moody's expected, (2) an increase in available credit enhancement and (3) improvements in the credit quality of the transaction 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. BEAUTY BAY: Business Sold to AA Investments ------------------------------------------- The future of Beauty Bay has been secured via a sale of the business and its assets via a pre-pack transaction to an international investment group. Manchester-based Beauty Bay has grown to become one of the UK's leading online beauty retailers, selling over 200 beauty brands via its online platform, including well-known make-up, skincare and K-Beauty brands, in addition to its own-brand product range. With parts of the UK retail sector continuing to face challenges including cost inflation, policy uncertainty and subdued consumer confidence, the Beauty Bay business had recently come under sustained pressure. In response to this, the directors of the business undertook a review of their investment options. However, when a solvent solution could not be found, they took the difficult decision to place the Company into administration. As such, Rick Harrison and James Clark from Interpath were appointed joint administrators to Beauty Bay Limited on March 6, 2026. Immediately following their appointment, they concluded a sale of the business to the French-owned AA Investments Group. AA Investments specialises in operating companies in the luxury, e-commerce and beauty sectors. The transaction sees 62 employees transfer to the purchaser. Joint founder, Arron Gabbie, will remain with the business for a short period to facilitate a transition to the new owners. Commenting on the transaction, Arron and David Gabbie, founders of Beauty Bay, said: "We would like to say a huge thank you to our brilliant team who have helped to make Beauty Bay everything that it is today. Their commitment and support over the last 27 years have been unwavering, no more so than over these past few weeks." Rick Harrison, managing director at Interpath and joint administrator, said: "Since its inception in 1999, Beauty Bay has grown to become one of the UK's leading online beauty retailers, selling well-known cosmetics and cult brands to over five million customers. We're pleased to have concluded this transaction which will see the brand continue under new ownership, and wish everyone connected with the business all the best for the future." The joint administrators were advised by Kuit Steinart Levy LLP (legals) and Gordon Brothers (agents). CASTELL 2023-2: S&P Affirms 'BB (sf)' Rating on Class F-Dfrd Notes ------------------------------------------------------------------ S&P Global Ratings raised its credit ratings on Castell 2023-2 PLC's class C-Dfrd, D-Dfrd, and E-Dfrd notes to 'AA (sf)', 'A (sf)', and 'BBB (sf)' from 'AA- (sf)', 'BBB+ (sf)', and 'BBB- (sf)', respectively. At the same time, S&P affirmed its 'AAA (sf)', 'AA+ (sf)', and 'BB (sf)' ratings on the class A1 and A2 notes, B-Dfrd, and F-Dfrd notes, respectively. The upgrades reflect increased credit enhancement for the class C-Dfrd to E-Dfrd notes, driven by prepayments and the transaction's sequential amortization, despite arrears increasing since our previous review. Loan-level arrears total 5.5%, up from 3.4% since S&P's previous review. Arrears of 90 days or more stand at 3.2%, up from 1.8% since our previous review. The one-month annualized constant prepayment rate stands at 19.3%, and, on average, has been in line with S&P's U.K. prime index over the last six months. Prepayments have increased credit enhancement for the class A to F-Dfrd notes, offsetting the increase in arrears. The liquidity reserve fund remains at its target, and excess spread has covered all losses to date. S&P said, "Since our previous review, our weighted-average foreclosure frequency assumptions have increased slightly at all rating levels due to higher loan-level arrears. However, a slight decrease in the current loan-to-value ratio and updates to our under- and overvaluation assessments for the U.K. residential real estate market have led to a slight reduction in our weighted-average loss severity assumptions. Overall credit coverage is lower at the 'AAA' to 'BB' rating levels and slightly higher at the 'BB' and 'B' rating levels, compared to our previous review." Table 1 Credit analysis results Rating Level WAFF (%) WALS (%) Credit coverage (%) AAA 24.35 79.28 19.30 AA 17.65 72.28 12.76 A 14.24 57.28 8.15 BBB 10.80 47.06 5.08 BB 7.34 39.45 2.90 B 6.48 32.52 2.11 WAFF--Weighted-average foreclosure frequency. WALS--Weighted-average loss severity. S&P said, "We affirmed our 'AAA (sf)' ratings on the class A1 and A2 notes because our credit and cash flow results indicate their available credit enhancement remains commensurate with the assigned ratings. "Our analysis also indicates that the class B-Dfrd notes can withstand stresses commensurate with a rating higher than that assigned. However, we affirmed our rating on this class of notes to reflect the presence of an interest deferral mechanism, which we consider to be inconsistent with the definition of a 'AAA' rating. "Although the class C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes can withstand stresses commensurate with ratings higher than those assigned, we also considered the negative arrears trend since closing, their sensitivity to higher defaults, and their relative positions in the capital structure. Therefore, we limited our upgrades to the class C-Dfrd, D-Dfrd, and E-Dfrd notes and affirmed our 'BB (sf)' rating on the class F-Dfrd notes." Macroeconomic forecasts and forward-looking analysis S&P said, "We expect U.K. inflation to remain above the Bank of England's 2% target in 2026, and we forecast a 2.6% year-on-year change in house prices in Q4 2026. Given our current macroeconomic forecasts and forward-looking view of the U.K. residential mortgage market, we performed additional sensitivities relating to higher default levels due to increased arrears and extended recovery timings. The sensitivity analysis results indicate a deterioration consistent with our credit stability considerations in our rating definitions." The transaction is backed by a pool of second-lien, owner-occupied mortgage loans secured on properties in England, Scotland, and Wales. CASTELL 2026-1: DBRS Gives Prov. BB Rating to Class X1 Notes ------------------------------------------------------------ DBRS Ratings Limited assigned provisional credit ratings to the residential mortgage-backed notes to be issued by Castell 2026-1 PLC (the Issuer or Castell 2026-1) as follows: -- Class A notes at (P) AAA (sf) -- Class B notes at (P) AA (low) (sf) -- Class C notes at (P) A (low) (sf) -- Class D notes at (P) BBB (low) (sf) -- Class E notes at (P) BB (sf) -- Class F notes at (P) B (low) (sf) -- Class X1 notes at (P) BB (sf) The provisional credit rating on the Class A notes addresses the timely payment of interest and the ultimate repayment of principal on or before the final maturity date in December 2062. The provisional credit ratings on the Class B, Class C, Class D, Class E, Class F and Class G notes address the timely payment of interest once they are the senior-most class of notes outstanding, otherwise the ultimate payment of interest and the ultimate repayment of principal on or before the final maturity date in December 2062. The provisional credit rating on the Class X1 notes addresses the ultimate payment of interest and ultimate payment of principal on or before the legal final maturity date in December 2062. Morningstar DBRS does not rate Class G and Class H and Class X2 notes or the residual certificates also expected to be issued in this transaction. CREDIT RATING RATIONALE The Issuer is a bankruptcy-remote, special-purpose vehicle incorporated in England and Wales. The notes to be issued shall fund the purchase of UK second-lien mortgage loans originated by UK Mortgage Lending Limited (UKMLL). Pepper (UK) Limited (Pepper) is the primary and special servicer of the portfolio. UKMLL, established in November 2013 and previously known as Optimum Credit Ltd, is a specialist provider of second-lien mortgages based in Cardiff, Wales. Both UKMLL and Pepper were part of the Pepper Group Limited, a worldwide consumer finance business, third-party loan servicer, and asset manager and were then acquired by J.C. Flowers & Co. a private investment firm dedicated to investing in the financial services industry. Law Debenture Corporate Services Limited shall be appointed as the back-up servicer facilitator to the transaction. The provisional mortgage portfolio consists of GBP 322.9 million second lien owner-occupied mortgages secured by properties in the UK. The transaction is expected to include a prefunding mechanism where the seller has the option to sell the mortgage loans to the Issuer subject to certain conditions to prevent a material deterioration in credit quality (the Conditions for Acquisition of Additional Mortgage Loans). As of the 31 January 2026 reference date, the expected Castell 2026-1 mortgages loans to be acquired amounted to 19% of the provisional portfolio. The acquisition of these assets shall occur before the second interest payment date using the proceeds standing to the credit of the prefunding reserves. Any funds that are not applied to purchase additional loans will flow through the pre-enforcement principal priority of payments and pay down the rated notes on a pro rata basis. The Issuer is expected to issue eight tranches of collateralized mortgage-backed securities (the Class A notes as well as the Class B, Class C, Class D, Class E, Class F, Class G, and Class H notes) to finance the purchase of the portfolio and the prefunding principal reserve ledger at closing. Additionally, the Issuer is expected to issue two classes of noncollateralized notes, the Class X1 and Class X2 notes. The transaction is structured to initially provide 24.0% of credit enhancement to the Class A notes, comprising subordination of the Class B to Class H notes. The transaction features a fixed-to-floating interest rate swap, given the presence of a significant portion of fixed-rate loans (with a compulsory reversion to floating in the future) while the liabilities shall pay a coupon linked to the daily compounded Sterling Overnight Index Average. The swap counterparty to be appointed at closing will be Lloyds Bank Corporate Markets PLC (Lloyds). Based on Morningstar DBRS' private credit rating on Lloyds, the downgrade provisions outlined in the documents, and the transaction structural mitigants, Morningstar DBRS considers the risk arising from the exposure to Lloyds to be consistent with the provisional credit ratings assigned to the rated notes as described in Morningstar DBRS' "Legal and Derivative Criteria for European and Asia-Pacific Structured Finance Transactions" methodology (the Legal Criteria). Furthermore, Citibank N.A., London Branch shall act as the Issuer Account Bank and National Westminster Bank Plc shall be appointed as the Collection Account Bank. Both entities are privately rated by Morningstar DBRS, meet the eligible credit ratings in structured finance transactions, and are consistent with the provisional credit ratings assigned to the rated notes as described in the Legal Criteria. Liquidity support is provided by a liquidity reserve fund (LRF), which shall cover senior costs and expenses as well as interest shortfalls on the Class A and Class B notes. At closing, the LRF is 0 and will be funded on the first interest payment date (IPD) through principal receipts until the LRF Target amount has been transferred. From that date onwards, the LRF will be funded through revenue. Any liquidity reserve excess amount will be applied as available principal receipts, and the reserve will be released in full once the Class B notes are fully repaid. The target amount is the maximum of 1.0% of the Class A or Class B notes. The LRF amortizes in line with these notes with no triggers. In addition, principal borrowing is also envisaged under the transaction documentation and can be used to cover senior costs and expenses as well as interest shortfalls on the Class A to Class G notes. However, the latter will be subject to a principal deficiency ledger (PDL) condition, which states that if a given class of notes is not the most senior class outstanding, when a PDL debit of more than 10% of such class (IPD)exists, principal borrowing will not be available. Interest shortfalls on the Class B to Class H notes, as long as they are not the most senior class outstanding, shall be deferred and not be recorded as an event of default until the final maturity date or such earlier date on which the notes are fully redeemed. Product switches will be allowed for the loans in the portfolio up to a limit of 15% of the portfolio at closing, prior to the step-up date and subject to satisfaction of specific permitted product switch criteria. If any of these product switches result in breach of the criteria, such loans will be repurchased by the seller. Please note that Pepper does not currently offer product switches in respect of its second-lien mortgage products. Morningstar DBRS based its credit ratings on a review of the following analytical considerations: -- The transaction's capital structure, including the form and sufficiency of available credit enhancement. -- The credit quality of the provisional mortgage portfolio and the ability of the servicer to perform collection and resolution activities. -- Morningstar DBRS calculated the probability of default (PD), loss given default (LGD), and expected losses assumptions on the mortgage portfolio by using the European RMBS Insight Model. -- The ability of the transaction to withstand stressed cash flow assumptions and repay the noteholders according to the terms and conditions of the notes. Morningstar DBRS analyzed the transaction cash flows using Intex DealMaker. -- The consistency of the transaction's legal structure with the Legal Criteria and the presence of legal opinions addressing the assignment of the assets to the Issuer. -- The relevant counterparties, as rated by Morningstar DBRS, are appropriately in line with the Legal Criteria to mitigate the risk of counterparty default or insolvency. -- The structural mitigants in place to avoid potential payment disruptions caused by operational risk, such as downgrade and replacement language in the transaction documents. -- The sovereign credit rating of the United Kingdom of Great Britain and Northern Ireland, currently rated AA with a Stable trend as of the date of this report. Notes: All figures are in British pound sterling unless otherwise noted. CF BOOTH: Substantially All Assets Sold to Hu11 Limited ------------------------------------------------------- The joint administrators of CF Booth Limited are pleased to have concluded a sale of the Company's business and assets to Hu11 Limited, a subsidiary of Ron Hull Jnr Limited. James Lumb and Howard Smith from Interpath were appointed joint administrators to Rotherham-based CF Booth Limited, one of the UK's leading metal recycling companies, on January 16, 2026 and subsequently appointed Joint Administrators over a further five of the Company's subsidiaries on January 20, 2026. Subsequently, on March 10, 2026, James Lumb and Howard Smith were appointed joint administrators to Demex Limited and Albion Jones Limited, also subsidiaries of CF Booth. Immediately following these appointments, the joint administrators completed a sale of substantially all the assets of all eight Companies to Hu11 Limited. The transactions for Demex and Albion Jones were going concern sales, allowing the demolition business to continue operations. Founded in Rotherham in 1976, Ron Hull Group has grown to become one of Yorkshire's most recognisable companies providing a range of metal recovery and waste recycling services. Its Ron Hull Jnr division is one of the largest scrap metal traders in the North of England, buying and selling all grades of ferrous and non-ferrous metals. As part of the transaction, all 29 members of staff employed by Demex and Albion Jones have transferred to Hu11 Limited. James Lumb, managing director at Interpath and joint administrator, said: "CF Booth is a big part of both the regional community and the UK and European metal recycling sector. The Ron Hull name is synonymous across South Yorkshire for scrap metal trading, so we are pleased to have concluded these transactions which not only preserve jobs for employees of Demex and Albion Jones but which we hope, in due course, will also see operations recommence at CF Booth's sites in Rotherham." Nigel and Mark Hull, directors of Ron Hull Jr Limited, said: "As a business which has operated in Rotherham for 50 years, we're pleased to have been able to secure this transaction which reaffirms our commitment and support to the local area. We are incredibly proud of what our father Ron Hull has achieved, and look forward to building upon this success as we welcome the Demex and Albion Jones team to the Ron Hull family." LEAF CREATIVE: BK Plus Appointed as Joint Administrators -------------------------------------------------------- Leaf Creative Design Limited was placed into administration in the High Court of Justice, Business and Property Courts of England and Wales, Insolvency and Companies, Court Number 1517 of 2026, and Brett Lee Barton (IP No. 9493) and David Meldrum (IP No. 30234) of bk plus Limited were appointed as Joint Administrators on February 27, 2026. Leaf Creative Design, fka Leaf Creavtive Design Limited, engages in the retail sale of flowers, plants, seeds, fertilizers, pet animals. The company's registered office is at Unit 1c Barry J Oversby, Unit 1c, Crucible Close, Mushet Industrial Park, Coleford, Gloucestershire, GL16 8RE. The company's principal trading address is at Country Garden Centre, Ross Road, Huntley, Gloucester, Gloucestershire, GL193EY. The Joint Administrators can be reached at: Brett Lee Barton (IP No. 9493) bk plus Limited Azzurri House, Walsall Business Park Walsall Road, Walsall, West Midlands, WS9 0RB David Meldrum (IP No. 30234) bk plus Limited Gordon Chambers, 90 Mitchell Street Glasgow, G1 3NQ For further details, contact: Chloe-Jane Birch Tel: 01922 922050 Email: chloe-jane.birch@bkplus.co.uk MEDIAN B.V.: Fitch Affirms 'B-' Long-Term IDR, Outlook Positive --------------------------------------------------------------- Fitch Ratings has affirmed Median B.V.'s Long-Term Issuer Default Rating (IDR) at 'B-' with a Positive Outlook. Fitch has also affirmed Median's term loan B (TLB) senior secured rating at 'B', with a Recovery Rating of 'RR3', following its announced amend-and-extend (A&E) transaction. The Positive Outlook reflects its expectation that Median will continue improving its operating margins in the next 12-18 months, driven by a robust performance in Germany. This will help the company absorb the underperformance at Priory in 2026 following regulatory changes in mental health referrals in the UK and support its deleveraging. Median's 'B-' IDR reflects an aggressive financial policy, with a highly leveraged capital structure and weak coverage metrics, balanced by its leading positions in the non-cyclical private mental care and rehabilitation care markets of Germany, the UK and Spain. Key Rating Drivers A&E Addresses Refinancing Risks: The A&E will address Median's upcoming maturities, as both TLBs come due in October 2027, and extend their maturity by three years to October 2030. Extended debt maturities will support medium-term liquidity headroom although Fitch does not assume a reduction in debt service costs and consider EBITDA to be the sole driver behind a projected improvement in free cash flow (FCF) and credit metrics. UK Regulation Weighs on Rating: Fitch sees meaningful execution risks stemming from the changing mental health referral system in the UK. As a result, Median's UK healthcare division experienced reduced occupancy rates and reduced margins in 2025. Fitch estimates the referral slowdown will continue in 1H26, reducing congestion in the referral pipeline towards end-2026, but with a contained impact on Median's metrics. Median's geographic diversification has helped offset such operational setbacks in the UK, as German and Spanish regulations remain supportive. Nonetheless, Fitch could revise the Outlook to Stable if the UK segment continues to underperform over the next 12 months leading to more pressure on Median's EBITDA, FCF and credit metrics. EBITDA Expansion Drives Deleveraging: The Positive Outlook reflects its expectation that EBITDA margins will consistently be above 9%, largely driven by the German segment's improved treatment mix, plus increased reimbursement rates and higher occupancy rates, which Fitch expects to continue to 2029. Fitch also forecasts Spanish operations to remain solid, and payor rates to continue rising in the low-to-mid single-digit percentages to 2029 in all three jurisdictions. This should offset the UK's lower margins, leading to EBITDA margin expansion above 10% and help EBITDAR leverage remain below 6.5x and reduce towards 6.0x by 2029. FCF Becoming Sustainably Positive: Improving operating margin, alongside active working capital management and capex normalising at about 4% of revenue from 2026, after peaking at 5% in 2025, should contribute to modestly positive FCF generation from 2027. FCF turning positive will improve financial flexibility, which, together with organic deleveraging driven by margin expansion, could support an upgrade over the next 12 months. Opportunistic M&A: Fitch expects Median will continue to expand its footprint across its geographies through opportunistic acquisitions. Management will likely sell and lease back the real estate of the clinics acquired. Fitch projects annual bolt-on acquisitions of EUR100 million in 2027-2029, funded mainly by Fitch-estimated incremental debt and internal cash. Larger acquisitions are an event risk, subject to business risk and integration complexity, acquisition economics and funding mix. Median's record of lowering acquisition multiples by undertaking sale and leasebacks supports deleveraging but its deleveraging potential remains limited. Pan-European Operator, Diversified Service Offering: Median benefits from geographic diversification across three of Europe's larger economies with a high share of healthcare spending, unlike most Fitch-rated EMEA healthcare-service providers. Its entry in Spain through the Hestia acquisition, despite its modest operational contribution, has broadened the platform to meet increasing demand for rehabilitation and mental care in Europe with a favourable regulatory environment. Leading national market positions, although in narrowly defined areas, with a reasonably diverse range of services, also contribute to greater operating resilience. Peer Analysis Median's global peers tend to concentrate in the 'B' and 'BB' categories. The ratings are driven by respective regulatory frameworks influencing the quality of funding and government healthcare policies, and companies' operating profiles, including scale, service and geographic diversification, and payor and medical treatment mix. Many sector providers pursue debt-funded M&A strategies, given the importance of scale and limited room for maximising organic return. European peers have similar operating characteristics of stable patient demand with regulated frameworks, but a limited ability to enforce price rises above inflation. They also focus on improving operating efficiencies, while maintaining well-invested clinic networks to safeguard competitive sustainability. Nevertheless, ratings tend to be constrained by weak credit metrics expressed in highly leveraged balance sheets due to continuing national and cross-border market consolidation, with EBITDAR gross leverage at 6.0x-7.0x and tight EBITDAR fixed-charge coverage metrics of 1.5x-2.0x. Median's credit risk profile is weaker than that of peers, like Mehilainen Yhtyma Oy (B/Stable) and Almaviva Developpement (B/Stable), given its lower profitability and slightly weaker credit metrics. Fitch’s Key Rating-Case Assumptions - Organic revenue to rise in the low-to-mid single digits in 2026-2029. Revenue growth in 2026 to be driven by mid-to-high single-digit organic revenue gains in Germany that offset a slight decline in the UK operations. The latter should grow in the low single digits in 2027-2029 - Annual acquisitions of EUR25 million in 2026 and EUR100 million for 2027-2029, funded by a committed revolving credit facility (RCF) and debt issuance. This will lead to overall revenue growth in the mid-single digits in 2027-2029 - EBITDAR margin steady at 19.5% for 2025-2026, rising towards 20% in 2029 - Rent expense slightly above 10% of sales during 2026-2027, leading to EBITDA margin of 9.2% in 2026 (similar to 2025) and 9.7% in 2027, before steadily rising above 10% in 2028-2029 - Reduced capex in 2026 to 3.7% of revenue (2025: 4.9%) and remaining at similar levels to 2029 - Sale-and-leaseback proceeds of about EUR23 million in 2026 - No dividends paid to 2029 Corporate Rating Tool Inputs and Scores Fitch scored the issuer as follows, using its Corporate Rating Tool (CRT) to produce the Standalone Credit Profile (SCP): - Business and financial profile factors (assessment, relative importance): Management (b+, Moderate), Sector Characteristics (bb, Moderate), Market and Competitive Positioning (bb-, Moderate), Diversification and Asset Quality (bb-, Moderate), Company Operational Characteristics (bb-, Moderate), Profitability (b-, Higher), Financial Structure (ccc+, Higher), and Financial Flexibility (b, Moderate). - The quantitative financial subfactors are based on custom CRT financial period parameters: 10% weight for the historical year 2024, 20% for the forecast year 2025, 35% for the forecast year 2026 and 35% for the forecast year 2027. - B+ to CC considerations apply in its analysis and result in no adjustment. - The Governance assessment of 'Good' results in no adjustment. - The Operating Environment assessment of 'aa-' results in no adjustment. - The SCP is 'b-'. Recovery Analysis Fitch assumes that Median would be reorganised as a going concern (GC) in bankruptcy rather than liquidated in the recovery analysis, given its strong market position across selected service lines in Germany and the UK and a high share of rented estate. Fitch estimates Median's GC EBITDA at EUR140 million (up from EUR120 million at the last review), reflecting its updated view of post-distress earnings following adverse regulatory changes leading to declining occupancy rates, an unfavourable shift in payor or medical indication mix, or rising costs that could be the result of staff shortages in a personnel-intensive business. Fitch changed the distressed enterprise value/GC EBITDA multiple to 5.5x from 6.0x, reflecting the impact of the UK regulatory framework compared with other European healthcare regulatory regimes in a distressed business sale. This multiple considers the social infrastructure-like asset nature of the healthcare business, supported by long-term demand and high barriers to entry; geographic diversification and constructive regulatory frameworks; and trading and acquisition multiples of listed sector peers averaging 10.0x-12.0x. The multiple is below that of Mehilainen at 6.5x, which has a business that benefits from wide diversification across health and social care, a leading market position in Finland, an expanding footprint in Europe, a higher share of variable cost and lower capital intensity, given its exposure to occupational health and outpatient care. Its waterfall analysis, after deducting 10% for administrative claims, generates a ranked recovery for the senior secured TLB in the 'RR3' category, leading to a 'B' senior secured rating. Its analysis also includes an equally ranking RCF of EUR120 million that Fitch assumes will be fully drawn before financial distress, and the combined EUR900 million of TLBs denominated in euros and sterling. RATING SENSITIVITIES Factors that Could, Individually or Collectively, Lead to Negative Rating Action/Downgrade - Risk to the business model resulting from adverse regulatory changes to public and private funding in Germany, Spain and the UK, or challenges in executing the M&A growth strategy leading to erosion of EBITDA margin to below 6% on a sustained basis - Negative FCF margins on a sustained basis - Tightening liquidity headroom with increased RCF use - EBITDAR gross leverage above 7.5x on a sustained basis - EBITDAR fixed-charge coverage below 1.2x on a sustained basis - Failure to complete refinancing 12 months ahead of TLB maturities Factors that Could, Individually or Collectively, Lead to Positive Rating Action/Upgrade - EBITDA margin trending to 9% on a sustained basis - Positive FCF on a sustained basis - EBITDAR gross leverage at 6.5x or below on a sustained basis - EBITDAR fixed-charge coverage above 1.5x on a sustained basis Liquidity and Debt Structure Fitch expects Median to have satisfactory liquidity, given the lack of large debt maturities until October 2027, its available cash balance of EUR26 million (excluding EUR25 million that Fitch treats as not readily available for debt service) as of January 2026, and EUR41 million available under its EUR120 million RCF due in April 2027, which the company uses throughout the year to cover working capital fluctuations. The company plans to extend the maturity of its RCF and TLBs to April 2030 and October 2030, respectively, following the announced A&E. Issuer Profile Median is the result of the September 2021 private equity-led merger of Median (Germany) and Priory (UK), two leading providers of medical rehabilitation and mental care services in their respective countries. In 2023, the company acquired Hestia, expanding its geographic footprint to Spain. Summary of Financial Adjustments Fitch applied an 8.0x lease multiple to calculate lease-adjusted debt, given Median's disclosure under Dutch GAAP and its view of the long-term lease nature of its estate portfolio. MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS Fitch's latest quarterly Global Corporates Sector Forecasts Monitor data file which aggregates key data points used in its credit analysis. Fitch's macroeconomic forecasts, commodity price assumptions, default rate forecasts, sector key performance indicators and sector-level forecasts are among the data items included. Climate Vulnerability Signals The results of its Climate.VS screener did not indicate an elevated risk for Median. ESG Considerations Median has an ESG Relevance Score of '4' for Exposure to Social Impacts due to operations 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 company's ability to maintain operating profitability and cash flow. This 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. Entity/Debt Rating Recovery Prior ----------- ------ -------- ----- Median B.V. LT IDR B- Affirmed B- senior secured LT B Affirmed RR3 B P & P NON FERROUS: Business & Assets Sold to Deca Group ------------------------------------------------------- Rick Harrison and James Clark of Interpath have completed the sale of the business and assets of P&P Non-Ferrous (Stockists) Limited ("P&P") and Bornmore Metals Limited ("Bornmore Metals") to a newly formed subsidiary of Deca Group Limited, funded by Praetura Ventures and Les Litwinowicz. P&P and Bornmore Metals are multi-metal stockholders and processors of non-ferrous metals and stainless steels that support industrial fabrication and precision engineering across multiple industries. The companies had been in the process of merging into a single entity as part of a wider strategy to return to profitability. Following the pre-pack transaction on Friday, March 13, 2026, both businesses will continue trading under the same names and maintain operations at their respective sites in Brierley Hill, Bristol, and Blackburn. All 24 staff will transfer to the purchaser, Deca Non-Ferrous Alloys Ltd. Rick Harrison, Managing Director at Interpath and Joint Administrator of P&P Non-Ferrous (Stockists) Limited and Bornmore Metals Limited, said: "We are pleased to have secured this transaction, which safeguards the brands and preserves the jobs of all 24 employees. The sale also provides continuity for customers and suppliers, while giving the companies a platform from which to move forward under experienced new ownership. We wish the teams and their new backers all the very best for the future." David Hodgetts, CEO of Deca Group Limited, said: "P&P and Bornmore Metals bring strong technical capability to our group and a great team. With the backing of Praetura and Les Litwinowicz, we intend to provide the support and investment needed to stabilise the businesses and unlock their long-term potential. We see a clear opportunity to build on their existing strengths and help position them for sustainable growth." ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter-Europe is a daily newsletter co- published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante, Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman, Editors. Copyright 2026. All rights reserved. ISSN 1529-2754. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR Europe subscription rate is US$775 per half-year, delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are US$25 each. For subscription information, contact Peter Chapman at 215-945-7000. * * * End of Transmission * * *