KBRA assigns preliminary ratings to two classes of notes for SEB Funding LLC (the Issuer), Series 2024-1 (SEB 2024- 1), a whole business securitization. SEB 2024-1 represents the Issuer’s second securitization from its master trust. The Series 2021-1 transaction (the Existing Notes) and Series 2024-1 (together with the Existing Notes, the Notes) share in the same collateral pool. Furthermore, additional collateral is expected to be contributed by Orangetheory Fitness (OTF) following an expected merger of SEB and OTF (the Business Combination). On the Series 2024-1 closing date, the Series 2024-1 Class A-1- VFN Notes will be undrawn (and will not be drawable until the Business Combination is successfully closed) and the proceeds from the issuance of the Series 2024-1 Class A-2 Notes will be held in an escrow account. In the event the Business Combination does not successfully close within the specified time period, the Series 2024-1 Class A-1-VFN Notes will automatically terminate and the Class A-2 Note amounts held in escrow will be used to repay the Series 2024-1 Class A-2 noteholders in full.

KBRA re-analyzed the Existing Notes in conjunction with the issuance of the Series 2024-1. The ratings are being placed on Watch Upgrade. Should the Business Combination close as expected, KBRA expects that the ratings will be upgraded by one notch owing to additional cash flow and increased system scale from the integration of OTF.

To access rating and relevant documents, click here.

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Related Publications

• SEB Funding LLC, Series 2021-1 Watch Upgrade Press Release
• SEB Funding LLC, Series 2021-1 New Issue Report

Methodologies

• ABS: Whole Business Securitization (WBS) ABS Global Rating Methodology
• Structured Finance: Global Structured Finance Counterparty Methodology
• ESG Global Rating Methodology

Disclosures

Further information on key credit considerations, sensitivity analyses that consider what factors can affect these credit ratings and how they could lead to an upgrade or a downgrade, and ESG factors (where they are a key driver behind the change to the credit rating or rating outlook) can be found in the full rating report referenced above.

A description of all substantially material sources that were used to prepare the credit rating and information on the methodology(ies) (inclusive of any material models and sensitivity analyses of the relevant key rating assumptions, as applicable) used in determining the credit rating is available in the Information Disclosure Form(s) located here.

Information on the meaning of each rating category can be located here.

Further disclosures relating to this rating action are available in the Information Disclosure Form(s) referenced above. Additional information regarding KBRA policies, methodologies, rating scales and disclosures are available at www.kbra.com.

About KBRA

Kroll Bond Rating Agency, LLC (KBRA) is a full-service credit rating agency registered with the U.S. Securities and Exchange Commission as an NRSRO. Kroll Bond Rating Agency Europe Limited is registered as a CRA with the European Securities and Markets Authority. Kroll Bond Rating Agency UK Limited is registered as a CRA with the UK Financial Conduct Authority. In addition, KBRA is designated as a designated rating organization by the Ontario Securities Commission for issuers of asset-backed securities to file a short form prospectus or shelf prospectus. KBRA is also recognized by the National Association of Insurance Commissioners as a Credit Rating Provider.

Doc ID: 1003463

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