Azimut Holding — Capital/Financing Update 2019

Nov 6, 2019

Informazione Regolamentata n. 0718-37-2019		Data/Ora Ricezione 06 Novembre 2019 20:19:34	MTA
Societa'	:	AZIMUT HOLDING
Identificativo Informazione Regolamentata	:	124339
Nome utilizzatore	:	AZIMUTN06 - Pracca
Tipologia	:	REGEM
Data/Ora Ricezione	:	06 Novembre 2019 20:19:34
Data/Ora Inizio Diffusione presunta	:	06 Novembre 2019 20:19:34
Oggetto	:	Azimut Holding: PR Fitch Rating
Testo del comunicato

Vedi allegato.

New Fitch release on possible bond issue

Milan, 6 November 2019

The Company informs that, today, following the press release dated November 5, 2019 relating to the soft sounding activity reserved to Italian and international qualified investors in connection with a possible €500m bond issuance, Fitch rating has released the statement here attached.

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Azimut is Italy's leading independent asset manager (active since 1989). The parent company Azimut Holding was listed on the Italian stock exchange on 7 July 2004 (AZM.MI) and, among others, is a member of the main Italian index FTSE MIB. The shareholder structure includes over 1,900 managers, employees and financial advisors as well as Peninsula Capital, bound by a shareholders' agreement that controls over 24% of the company. The remaining is free float. The Group comprises various companies active in the sale, management and distribution of financial and insurance products, with Registered Offices mainly in Italy, Luxembourg, Ireland, China (Hong Kong and Shanghai), Monaco, Switzerland, Taiwan, Brazil, Singapore, Egypt, Mexico, Australia, Chile, USA, UAE and Turkey. In Italy, Azimut Capital Management SGR sells and manages Italian mutual funds, Italian alternative investment funds, as well as being active in the discretionary management of individual investment portfolios. Furthermore, Azimut Capital Management SGR, following the demerger by incorporation of Azimut Consulenza SIM, distributes Group and third party products in Italy via a network of financial advisors while Azimut Libera Impresa focuses on the Alternatives business. Overseas main operations are AZ Fund Management SA (founded in Luxembourg in 1999), which manages the multi strategy funds AZ Fund 1 and AZ Multi Asset and the Irish AZ Life DAC, which offers life insurance products.

Contacts - Azimut Holding S.p.A.

www.azimut-group.com

Investor Relations Vittorio Pracca Tel. +39 02 8898 5853 Email: vittorio.pracca@azimut.it

Galeazzo Cornetto Bourlot Tel. +39 02 8898 5066 Email: galeazzo.cornetto@azimut.it Media Relations Maria Laura Sisti (CsC Vision) Tel. +39 347 42 82 170 Email: marialaura.sisti@cscvision.com

Viviana Merotto Tel. +39 02 8898 5026 Email: viviana.merotto@azimut.it

FitchRatings

Fitch Places Azimut on Rating Watch Negative; Assigns 'BBB-(EXP)' Bond Rating

Fitch Ratings - Frankfurt am Main - 06 November 2019:

Fitch Ratings has placed Azimut Holding S.p.A.'s (Azimut) 'BBB' Long-Term Issuer Default Rating (IDR) and 'BBB' long term rating on its outstanding senior unsecured debt on Rating Watch Negative (RWN). At the same time, Fitch has assigned Azimut's announced EUR500 million senior unsecured bond an expected long-term rating of 'BBB-(EXP)'. A full list of rating actions is at the end of this rating action commentary.

The assignment of a final rating to the planned bond issuance is contingent on the receipt of final documents conforming to information already received.

The rating actions follow Azimut's announcement on 5 November that it intends to issue EUR500 million in seven-year senior unsecured bonds. Azimut intends to use around EUR140 million of the proceeds to repay outstanding bank funding, which will lead to a net increase in outstanding debt of around EUR360 million (to around EUR910 million) and, based on annualised 2Q19 and 3Q19 EBITDA (around EUR266 million), gross leverage of around 3.4x (compared with around 2.2x at end-2018).

When calculating gross leverage, Fitch primarily focusses on EBITDA after 1Q19 when Azimut changed its operating model, leading to an increase in recurring fees and changes to the calculation of variable fees. However, we note that Azimut's performance in 2Q19 and 3Q19 was strong but in Fitch's view will not necessarily be repeated in 4Q19 and 2020. In addition, its track record of operating under its revised business model is short, which represents downside risks to its EBITDA. Fitch has excluded variable fees from EBITDA calculations but notes that Azimut has historically generated variable fee income under most market conditions.

Key Rating Drivers

The RWN on Azimut's Long-Term IDR and the long-term rating on the outstanding senior unsecured notes reflect Fitch's view that Azimut's gross leverage pro forma for the anticipated debt issuance is no longer commensurate with a 'BBB' Long-Term IDR and that Fitch expects to downgrade Azimut's Long-Term IDR and senior unsecured long-term rating to 'BBB-' on completion of the debt issue.

While the pro forma gross leverage (around 3.4x) is outside Fitch's 'bbb' range for investment manager leverage, Azimut's net leverage remains adequate and its deleveraging potential remains strong. Combined with sound asset performance and robust profitability, this supports its credit profile.

Following the debt issuance, net leverage (as per Fitch's rating case) will be materially below gross leverage. While this is credit-positive in the short term, uncertainty around the use of proceeds in the medium term as well as Azimut's investment policy, which allows for investments in less liquid assets partly offsets this positive impact.

Fitch notes that the contemplated debt issuance plans will materially lengthen Azimut's funding profile. However. Azimut's increased leverage could make future funding access under challenging market conditions potentially more difficult. In addition, the bullet nature of Azimut's outstanding and planned bond issues increases medium- to long-term refinancing risk, in Fitch's view. This is partly mitigated by Azimut's historically strong cash generation and currently materially lower net leverage.

Press Release

The 'BBB-(EXP)' Long Term Rating assigned to Azimut's planned bond issuance is in line with Azimut's anticipated Long-Term IDR following completion of the debt issue as in Fitch's view they have average recovery prospects and the probability of default on the notes is the same as the probability of default for Azimut.

RATING SENSITIVITIES

Following the completion of the anticipated debt issuance. Fitch expects to downgrade Azimut's Long-Term IDR and outstanding senior unsecured bond rating to 'BBB-'. Based on pro forma leverage as calculated by Fitch, we expect to assign a Stable Outlook to the 'BBB-' Long-Term IDR.

Following completion of the debt issue, an upgrade of Azimut's Long-Term IDR of 'BBB-' is unlikely in the short to medium term because of i) the challenging operating environment in Italy (as reflected in the 'BBB'/Negative Italian sovereign rating); ii) limited visibility of the exact deleveraging path for both gross and net leverage; and iii) Azimut's limited track record of operating under its revised fee structure, which makes EBITDA forecasts potentially less predictable than for peers operating under a longer-established fee structure.

A gross cash flow leverage ratio above 3.5x either because of i) higher than currently communicated outstanding debt; or ii) a reduction in Azimut's EBITDA could lead to negative rating action. A material delay in Azimut's deleveraging projections would also be rating negative. A downgrade of Italy's sovereign rating by one notch would not automatically lead to a downgrade of Azimut's Long-Term IDR but could put pressure on its ratings if the downgrade reflected a more negative domestic investment environment and impaired Azimut's ability to attract net inflows.

Furthermore, any significant damage to the franchise value, associated for example with non-compliance with regulatory requirements, anti-money laundering regulations, contravention of international sanction requirements, or adverse operational events as a result of the change in the management model could be negative for Azimut's ratings.

The rating of the senior unsecured notes is primarily sensitive to changes in Azimut's Long-Term IDR.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or to the way in which they are being managed by the entity.

For more information on our ESG Relevance Scores, visit www.fitchratings.com/esg

RATING ACTIONS
ENTITY/DEBT	RATING	PRIOR
Azimut Holding S.p.A.	LT IDR BBB ♦ Rating Watch On	BBB ●
	ST IDR IF3 Affirmed	IF3
senior unsecured	ILT BBB-(EXP)

	Expected Rating
senior unsecured $ BB \diamondsuit$	Rating Watch On	BBB

Additional information is available on www.fitchratings.com

Applicable Criteria

Non-Bank Financial Institutions Rating Criteria (pub. 12 Oct 2018) Short-Term Ratings Criteria (pub. 02 May 2019)

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form Solicitation Status Endorsement Policy

DISCLAIMER

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION. RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. DIRECTORS AND SHAREHOLDERS RELEVANT INTERESTS ARE AVAILABLE AT HTTPS://WWW.FITCHRATINGS.COM/SITE/REGULATORY. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

COPYRIGHT

Copyright © 2019 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824. (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch's factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party

11/6/2019

Press Release

verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third- party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch's ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed.

The information in this report is provided "as is" without any representation or warranty of any kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion and reports made by Fitch are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating or a report. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US\$1,000 to US\$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US\$10,000 to US\$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution. Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.

For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001

Fitch Ratings, Inc. is registered with the U.S. Securities and Exchange Commission as a Nationally Recognized Statistical Rating Organization (the "NRSRO"). While certain of the NRSRO's credit rating subsidiaries are listed on Item 3 of Form NRSRO and as such are authorized to issue credit ratings on behalf of the NRSRO (see https://www.fitchratings.com/site/regulatory), other credit rating subsidiaries are not listed on Form NRSRO (the "non-NRSROs") and therefore credit ratings issued by those subsidiaries are not issued on behalf of the NRSRO. However, non-NRSRO personnel may participate in determining credit ratings issued by or on behalf of the NRSRO.

SOLICITATION STATUS

The ratings above were solicited and assigned or maintained at the request of the rated entity/issuer or a related third party. Any exceptions follow below.

Endorsement Policy

Fitch's approach to ratings endorsement so that ratings produced outside the EU may be used by regulated entities within the EU for regulatory purposes, pursuant to the terms of the EU Regulation with respect to credit rating agencies, can be found on the EU Regulatory Disclosures page. The endorsement status of all International ratings is provided within the entity summary page for each rated entity and in the transaction detail pages for all structured finance transactions on the Fitch website. These disclosures are updated on a daily basis.

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COMUNICATO STAMPA

Nuovo comunicato Fitch su possibile emissione obbligazionaria

Milano, 06 novembre 2019

Si comunica che in data odierna Fitch ha rilasciato il seguente comunicato a seguito del comunicato diffuso nella giornata dalla Società in merito all'avvio delle attività di soft sounding di investitori istituzionali, italiani e internazionali, per una possibile emissione obbligazionaria da parte della Società.

Azimutè il principale Gruppo Italiano indipendente operante (dal 1989) nel settore del risparmio gestito. La capogruppo Azimut Holding S.p.A. è quotata alla Borsa di Milano dal 7 Luglio 2004 (AZM.IM) ed è membro, fra gli altri, dell'indice FTSE MIB. L'azionariato vede oltre 1900 fra gestori, consulenti finanziari e dipendenti insieme a Peninsula Capital uniti in un patto di sindacato che controlla oltre il 24% della società. Il rimanente è flottante. Il Gruppo comprende diverse società attive nella promozione, nella gestione e nella distribuzione di prodotti finanziari e assicurativi, aventi sede principalmente in Italia, Lussemburgo, Irlanda, Cina (Hong Kong e Shanghai), Monaco, Svizzera, Singapore, Brasile, Messico, Egitto, Taiwan, Cile, USA, Australia, Turchia ed Emirati Arabi. In Italia Azimut Capital Management Sgr opera nella promozione e gestione dei fondi comuni di diritto italiano, nei fondi di investimento alternativi di diritto italiano, nonché nella gestione su base individuale di portafogli di investimento per conto di terzi. Inoltre, Azimut Capital Management, a seguito della scissione con incorporazione di Azimut Consulenza Sim, cura la distribuzione dei prodotti del Gruppo e di terzi tramite la propria rete di consulenti finanziari mentre Azimut Libera Impresa Sg si occupa dei prodotti alternativi. Le principali società estere sono AZ Fund Management SA (fondata in Lussemburgo nel 1999), che gestisce i fondi multicomparto AZ FUND1 e AZ Multi Asset, e la società irlandese AZ Life DAC, che offre prodotti assicurativi nel ramo vita.

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Contatti -Azimut Holding S.p.A.

www.azimut-group.com

Investor Relations

Vittorio Pracca Tel. +39 02 8898 5853 Email: vittorio.pracca@azimut.it

Galeazzo Cornetto Bourlot Tel. +39 02 8898 5066 Email: galeazzo.cornetto@azimut.it

Media Relations

Maria Laura Sisti (CsC Vision) Tel. +39 347 42 82 170 Email: marialaura.sisti@cscvision.com

Viviana Merotto Tel. +39 02 8898 5026 Email: viviana.merotto@azimut.it

FitchRatings

Fitch Places Azimut on Rating Watch Negative; Assigns 'BBB-(EXP)' Bond Rating

Fitch Ratings - Frankfurt am Main - 06 November 2019:

Fitch Ratings has placed Azimut Holding S.p.A.'s (Azimut) 'BBB' Long-Term Issuer Default Rating (IDR) and 'BBB' long term rating on its outstanding senior unsecured debt on Rating Watch Negative (RWN). At the same time, Fitch has assigned Azimut's announced EUR500 million senior unsecured bond an expected long-term rating of 'BBB-(EXP)'. A full list of rating actions is at the end of this rating action commentary.

The assignment of a final rating to the planned bond issuance is contingent on the receipt of final documents conforming to information already received.

The rating actions follow Azimut's announcement on 5 November that it intends to issue EUR500 million in seven-year senior unsecured bonds. Azimut intends to use around EUR140 million of the proceeds to repay outstanding bank funding, which will lead to a net increase in outstanding debt of around EUR360 million (to around EUR910 million) and, based on annualised 2Q19 and 3Q19 EBITDA (around EUR266 million), gross leverage of around 3.4x (compared with around 2.2x at end-2018).

When calculating gross leverage, Fitch primarily focusses on EBITDA after 1Q19 when Azimut changed its operating model, leading to an increase in recurring fees and changes to the calculation of variable fees. However, we note that Azimut's performance in 2Q19 and 3Q19 was strong but in Fitch's view will not necessarily be repeated in 4Q19 and 2020. In addition, its track record of operating under its revised business model is short, which represents downside risks to its EBITDA. Fitch has excluded variable fees from EBITDA calculations but notes that Azimut has historically generated variable fee income under most market conditions.

Key Rating Drivers

The RWN on Azimut's Long-Term IDR and the long-term rating on the outstanding senior unsecured notes reflect Fitch's view that Azimut's gross leverage pro forma for the anticipated debt issuance is no longer commensurate with a 'BBB' Long-Term IDR and that Fitch expects to downgrade Azimut's Long-Term IDR and senior unsecured long-term rating to 'BBB-' on completion of the debt issue.

While the pro forma gross leverage (around 3.4x) is outside Fitch's 'bbb' range for investment manager leverage, Azimut's net leverage remains adequate and its deleveraging potential remains strong. Combined with sound asset performance and robust profitability, this supports its credit profile.

Following the debt issuance, net leverage (as per Fitch's rating case) will be materially below gross leverage. While this is credit-positive in the short term, uncertainty around the use of proceeds in the medium term as well as Azimut's investment policy, which allows for investments in less liquid assets partly offsets this positive impact.

Fitch notes that the contemplated debt issuance plans will materially lengthen Azimut's funding profile. However. Azimut's increased leverage could make future funding access under challenging market conditions potentially more difficult. In addition, the bullet nature of Azimut's outstanding and planned bond issues increases medium- to long-term refinancing risk, in Fitch's view. This is partly mitigated by Azimut's historically strong cash generation and currently materially lower net leverage.

Press Release

The 'BBB-(EXP)' Long Term Rating assigned to Azimut's planned bond issuance is in line with Azimut's anticipated Long-Term IDR following completion of the debt issue as in Fitch's view they have average recovery prospects and the probability of default on the notes is the same as the probability of default for Azimut.

RATING SENSITIVITIES

Following the completion of the anticipated debt issuance. Fitch expects to downgrade Azimut's Long-Term IDR and outstanding senior unsecured bond rating to 'BBB-'. Based on pro forma leverage as calculated by Fitch, we expect to assign a Stable Outlook to the 'BBB-' Long-Term IDR.

Following completion of the debt issue, an upgrade of Azimut's Long-Term IDR of 'BBB-' is unlikely in the short to medium term because of i) the challenging operating environment in Italy (as reflected in the 'BBB'/Negative Italian sovereign rating); ii) limited visibility of the exact deleveraging path for both gross and net leverage; and iii) Azimut's limited track record of operating under its revised fee structure, which makes EBITDA forecasts potentially less predictable than for peers operating under a longer-established fee structure.

A gross cash flow leverage ratio above 3.5x either because of i) higher than currently communicated outstanding debt; or ii) a reduction in Azimut's EBITDA could lead to negative rating action. A material delay in Azimut's deleveraging projections would also be rating negative. A downgrade of Italy's sovereign rating by one notch would not automatically lead to a downgrade of Azimut's Long-Term IDR but could put pressure on its ratings if the downgrade reflected a more negative domestic investment environment and impaired Azimut's ability to attract net inflows.

Furthermore, any significant damage to the franchise value, associated for example with non-compliance with regulatory requirements, anti-money laundering regulations, contravention of international sanction requirements, or adverse operational events as a result of the change in the management model could be negative for Azimut's ratings.

The rating of the senior unsecured notes is primarily sensitive to changes in Azimut's Long-Term IDR.

ESG Considerations

Unless otherwise disclosed in this section, the highest level of ESG credit relevance is a score of 3. This means ESG issues are credit-neutral or have only a minimal credit impact on the entity, either due to their nature or to the way in which they are being managed by the entity.

For more information on our ESG Relevance Scores, visit www.fitchratings.com/esg

RATING ACTIONS
ENTITY/DEBT	RATING	PRIOR
Azimut Holding S.p.A.	LT IDR BBB ♦ Rating Watch On	BBB ●
	ST IDR IF3 Affirmed	IF3
senior unsecured	ILT BBB-(EXP)

	Expected Rating
senior unsecured $ BB \diamondsuit$	Rating Watch On	BBB

Additional information is available on www.fitchratings.com

Applicable Criteria

Non-Bank Financial Institutions Rating Criteria (pub. 12 Oct 2018) Short-Term Ratings Criteria (pub. 02 May 2019)

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form Solicitation Status Endorsement Policy

DISCLAIMER

ALL FITCH CREDIT RATINGS ARE SUBJECT TO CERTAIN LIMITATIONS AND DISCLAIMERS. PLEASE READ THESE LIMITATIONS AND DISCLAIMERS BY FOLLOWING THIS LINK: HTTPS://WWW.FITCHRATINGS.COM/UNDERSTANDINGCREDITRATINGS. IN ADDITION. RATING DEFINITIONS AND THE TERMS OF USE OF SUCH RATINGS ARE AVAILABLE ON THE AGENCY'S PUBLIC WEB SITE AT WWW.FITCHRATINGS.COM. PUBLISHED RATINGS, CRITERIA, AND METHODOLOGIES ARE AVAILABLE FROM THIS SITE AT ALL TIMES. FITCH'S CODE OF CONDUCT, CONFIDENTIALITY, CONFLICTS OF INTEREST, AFFILIATE FIREWALL, COMPLIANCE, AND OTHER RELEVANT POLICIES AND PROCEDURES ARE ALSO AVAILABLE FROM THE CODE OF CONDUCT SECTION OF THIS SITE. DIRECTORS AND SHAREHOLDERS RELEVANT INTERESTS ARE AVAILABLE AT HTTPS://WWW.FITCHRATINGS.COM/SITE/REGULATORY. FITCH MAY HAVE PROVIDED ANOTHER PERMISSIBLE SERVICE TO THE RATED ENTITY OR ITS RELATED THIRD PARTIES. DETAILS OF THIS SERVICE FOR RATINGS FOR WHICH THE LEAD ANALYST IS BASED IN AN EU-REGISTERED ENTITY CAN BE FOUND ON THE ENTITY SUMMARY PAGE FOR THIS ISSUER ON THE FITCH WEBSITE.

COPYRIGHT

Copyright © 2019 by Fitch Ratings, Inc., Fitch Ratings Ltd. and its subsidiaries. 33 Whitehall Street, NY, NY 10004. Telephone: 1-800-753-4824. (212) 908-0500. Fax: (212) 480-4435. Reproduction or retransmission in whole or in part is prohibited except by permission. All rights reserved. In issuing and maintaining its ratings and in making other reports (including forecast information), Fitch relies on factual information it receives from issuers and underwriters and from other sources Fitch believes to be credible. Fitch conducts a reasonable investigation of the factual information relied upon by it in accordance with its ratings methodology, and obtains reasonable verification of that information from independent sources, to the extent such sources are available for a given security or in a given jurisdiction. The manner of Fitch's factual investigation and the scope of the third-party verification it obtains will vary depending on the nature of the rated security and its issuer, the requirements and practices in the jurisdiction in which the rated security is offered and sold and/or the issuer is located, the availability and nature of relevant public information, access to the management of the issuer and its advisers, the availability of pre-existing third-party

11/6/2019

Press Release

verifications such as audit reports, agreed-upon procedures letters, appraisals, actuarial reports, engineering reports, legal opinions and other reports provided by third parties, the availability of independent and competent third- party verification sources with respect to the particular security or in the particular jurisdiction of the issuer, and a variety of other factors. Users of Fitch's ratings and reports should understand that neither an enhanced factual investigation nor any third-party verification can ensure that all of the information Fitch relies on in connection with a rating or a report will be accurate and complete. Ultimately, the issuer and its advisers are responsible for the accuracy of the information they provide to Fitch and to the market in offering documents and other reports. In issuing its ratings and its reports, Fitch must rely on the work of experts, including independent auditors with respect to financial statements and attorneys with respect to legal and tax matters. Further, ratings and forecasts of financial and other information are inherently forward-looking and embody assumptions and predictions about future events that by their nature cannot be verified as facts. As a result, despite any verification of current facts, ratings and forecasts can be affected by future events or conditions that were not anticipated at the time a rating or forecast was issued or affirmed.

The information in this report is provided "as is" without any representation or warranty of any kind, and Fitch does not represent or warrant that the report or any of its contents will meet any of the requirements of a recipient of the report. A Fitch rating is an opinion as to the creditworthiness of a security. This opinion and reports made by Fitch are based on established criteria and methodologies that Fitch is continuously evaluating and updating. Therefore, ratings and reports are the collective work product of Fitch and no individual, or group of individuals, is solely responsible for a rating or a report. The rating does not address the risk of loss due to risks other than credit risk, unless such risk is specifically mentioned. Fitch is not engaged in the offer or sale of any security. All Fitch reports have shared authorship. Individuals identified in a Fitch report were involved in, but are not solely responsible for, the opinions stated therein. The individuals are named for contact purposes only. A report providing a Fitch rating is neither a prospectus nor a substitute for the information assembled, verified and presented to investors by the issuer and its agents in connection with the sale of the securities. Ratings may be changed or withdrawn at any time for any reason in the sole discretion of Fitch. Fitch does not provide investment advice of any sort. Ratings are not a recommendation to buy, sell, or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature or taxability of payments made in respect to any security. Fitch receives fees from issuers, insurers, guarantors, other obligors, and underwriters for rating securities. Such fees generally vary from US\$1,000 to US\$750,000 (or the applicable currency equivalent) per issue. In certain cases, Fitch will rate all or a number of issues issued by a particular issuer, or insured or guaranteed by a particular insurer or guarantor, for a single annual fee. Such fees are expected to vary from US\$10,000 to US\$1,500,000 (or the applicable currency equivalent). The assignment, publication, or dissemination of a rating by Fitch shall not constitute a consent by Fitch to use its name as an expert in connection with any registration statement filed under the United States securities laws, the Financial Services and Markets Act of 2000 of the United Kingdom, or the securities laws of any particular jurisdiction. Due to the relative efficiency of electronic publishing and distribution. Fitch research may be available to electronic subscribers up to three days earlier than to print subscribers.

For Australia, New Zealand, Taiwan and South Korea only: Fitch Australia Pty Ltd holds an Australian financial services license (AFS license no. 337123) which authorizes it to provide credit ratings to wholesale clients only. Credit ratings information published by Fitch is not intended to be used by persons who are retail clients within the meaning of the Corporations Act 2001

Fitch Ratings, Inc. is registered with the U.S. Securities and Exchange Commission as a Nationally Recognized Statistical Rating Organization (the "NRSRO"). While certain of the NRSRO's credit rating subsidiaries are listed on Item 3 of Form NRSRO and as such are authorized to issue credit ratings on behalf of the NRSRO (see https://www.fitchratings.com/site/regulatory), other credit rating subsidiaries are not listed on Form NRSRO (the "non-NRSROs") and therefore credit ratings issued by those subsidiaries are not issued on behalf of the NRSRO. However, non-NRSRO personnel may participate in determining credit ratings issued by or on behalf of the NRSRO.

SOLICITATION STATUS

The ratings above were solicited and assigned or maintained at the request of the rated entity/issuer or a related third party. Any exceptions follow below.

Endorsement Policy

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