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       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

          Thursday, February 15, 2024, Vol. 25, No. 34

                           Headlines



A Z E R B A I J A N

SOUTHERN GAS: Fitch Affirms 'BB+' Rating on Unsec. Eurobond


B O S N I A   A N D   H E R Z E G O V I N A

ENERGOLINIJA: Bankruptcy Trustee Put Assets Up for Sale


F R A N C E

ATOS SE: Cancels Planned EUR720-Mil. Rights Offering
EUTELSAT COMMUNICATIONS: S&P Lowers ICR to 'B' on Lower Guidance


I R E L A N D

ARES EUROPEAN VIII: Moody's Affirms B3 Rating on Class F-R Notes
ARES EUROPEAN XII: Moody's Affirms B3 Rating on EUR11.25MM F Notes
AVOCA CLO XI: Moody's Ups Rating on EUR15.8MM Cl. F-R Notes to Ba3
AVOCA CLO XVIII: S&P Affirms 'B-(sf)' Rating on Class F Notes
FIDELITY GRAND: Fitch Assigns Final B-(EXP) Rating on Cl. F Debt



N O R W A Y

ADEVINTA ASA: Moody's Puts 'Ba2' CFR on Review for Downgrade


P O R T U G A L

HAITONG BANK: S&P Affirms 'BB/B' ICRs & Alters Outlook to Negative


S P A I N

FTA UCI 17: Fitch Affirms CC Rating on Class D Notes


S W I T Z E R L A N D

PG INVESTMENT 59: S&P Assigns Prelim. 'B' LT ICR, Outlook Positive


T U R K E Y

LIMAKPORT: Fitch Affirms 'B' Rating on USD370MM Secured Notes


U N I T E D   K I N G D O M

HNVR MIDCO: S&P Upgrades ICR to 'B' on Solid Trading Performance
JOHN DINHAM: Goes Into Administration
MAGGIE & ROSE: On Verge of Collapse Amid Operational Issues
NEPTUNE ENERGY: S&P Raises ICR to 'BB+' on Acquisition by Eni SpA
SUREPAK LTD: Enters Administration, Seeks Buyer for Business

T.G. HOWELL: Goes Into Administration
TALKTALK TELECOM: Fitch Lowers LongTerm IDR to 'CCC'
VENTILATION CENTRE: Bought Out of Administration

                           - - - - -


===================
A Z E R B A I J A N
===================

SOUTHERN GAS: Fitch Affirms 'BB+' Rating on Unsec. Eurobond
-----------------------------------------------------------
Fitch Ratings has affirmed Southern Gas Corridor CJSC's (SGC)
senior unsecured Eurobond's long-term foreign-currency rating at
'BB+'.

The affirmation reflects Fitch's unchanged view on SGC's USD2
billion Eurobonds maturing in 2026 fully guaranteed by the Republic
of Azerbaijan (BB+/Positive).

The rating reflects the unconditional, unsubordinated and
irrevocable guarantee of full and timely repayment provided to
SGC's noteholders by the state. As a result, Fitch views the notes'
rating as equalised with Azerbaijan's Long-Term Foreign-Currency
IDR.

KEY RATING DRIVERS

Risk Profile:

N/a

Derivation Summary

SGC's notes are explicitly guaranteed by Azerbaijan, and
noteholders can enforce their claims directly against the state
without being required to institute legal actions or proceedings
against SGC first. The guarantee is governed by English law and
ranks pari passu with all other unsecured external sovereign debt.
Historically, reserves for the guarantee coverage were appropriated
in the annual state budgets for 2016-2023, and Fitch expects this
practice to continue.

Issuer Profile

SGC is a special purpose company, established by presidential
decree in 2014, owned by Azerbaijan with 51% endowed to Ministry of
Economy and 49% to State Oil Company of Azerbaijan Republic (SOCAR,
BB+/Positive). SGC was created for consolidating, managing and
financing the state's interests in the development of Shah Deniz
gas-condensate field, the expansion of the South Caucasus Pipeline,
implementation of the Trans-Anatolian Natural Gas Pipeline (TANAP)
and Trans Adriatic Pipeline (TAP) projects.

Liquidity and Debt Structure

SGC's funding at end-2023 was a combination of debt (USD6.4
billion) and equity (USD2.4 billion) injected by the state. SGC did
not borrow any new debt in 2020-2023, while about 72% of its total
debt stock as of end-2023 comprised bonds issued in favour of the
State Oil Fund of Azerbaijan Republic and Eurobonds, followed by
IFI or IFI-backed loans (28%).

As all of its projects are already commissioned, SGC's total needs
for cash in 2024 will be fully covered by proceeds from the Shah
Deniz, South Caucasus Pipeline, TANAP and TAP projects, along with
accumulated cash, according to management's forecast.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A downgrade of the sovereign rating will be reflected in the notes'
rating.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

The senior unsecured notes' rating is equalised with that of the
Republic of Azerbaijan. Accordingly, an upgrade of the sovereign
rating will be reflected in the notes' rating.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The note's rating is linked to Azerbaijan's sovereign IDR.

   Entity/Debt         Rating         Prior
   -----------         ------         -----
Southern Gas
Corridor CJSC

   senior
   unsecured       LT BB+  Affirmed   BB+




===========================================
B O S N I A   A N D   H E R Z E G O V I N A
===========================================

ENERGOLINIJA: Bankruptcy Trustee Put Assets Up for Sale
-------------------------------------------------------
Dragana Petrushevska at SeeNews reports that the bankruptcy trustee
of Bosnia and Herzegovina's steam and electricity production
company Energolinija has put on sale the company's assets, with the
starting price set at BAM30 million
(US$16.4 million/EUR15.3 million).

The received offers will be opened on March 15, the bankruptcy
trustee said in a public call published on local bankruptcy
registry Stecaj last week, SeeNews relates.

The call does not specify the deadline for submitting offers,
SeeNews notes.

Energolinija entered bankruptcy proceedings in 2016, SeeNews
discloses.




===========
F R A N C E
===========

ATOS SE: Cancels Planned EUR720-Mil. Rights Offering
----------------------------------------------------
Bloomberg News reports that Atos SE cancelled a planned EUR720
million rights offering and requested a court-appointed mediator to
help with refinancing negotiations with banks.

The embattled French IT company said conditions for the rights
offering were "no longer applicable" and that a standby
underwriting commitment from BNP Paribas and JPMorgan was also no
longer in effect, according to a statement on Feb 5, Bloomberg
relates.

That means the company is under increased pressure to negotiate a
restructuring with its creditors ahead of a wall of debt
maturities, Bloomberg notes.  Atos has EUR1.25 billion of bonds due
by May 2025 and EUR2.4 billion of bank debt also maturing next
year, Bloomberg discloses.

The capital increase had initially been announced in August, as
part of a proposed deal to sell Atos's legacy unit Tech Foundations
to Czech billionaire Daniel Kretinsky's EPEI, Bloomberg states.
The talks with EPEI continue, Atos said, as do those with Airbus
about a potential sale of its big data and cybersecurity business,
according to Bloomberg.

Atos, as cited by Bloomberg, said it would keep the market updated
on the discussions with its banks, its new refinancing plan, its
contemplated disposals, as well as "the possible changes in its
capital structure which could result in a dilution of the existing
shareholders."   It also said it's requested a court-appointed
mediator, known as a "mandataire ad hoc" to help with the
refinancing negotiations, Bloomberg relays.

Atos, which employs about 105,000 people globally, comprises a
legacy IT outsourcing business as well as supercomputing and
cybersecurity services deemed strategically important by the French
government.

The group was slow to adapt as the industry shifted towards the
cloud, and has faced a series of setbacks and governance changes in
recent years that sent its shares tumbling.

Last month, the company appointed its fifth chief executive officer
in two-and-a-half years, following a disagreement between the board
and outgoing leader Yves Bernaert over a turnaround strategy,
Bloomberg recounts.


EUTELSAT COMMUNICATIONS: S&P Lowers ICR to 'B' on Lower Guidance
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
France-based satellite operator Eutelsat Communications S.A.
(Eutelsat Group) to 'B' from 'B+'. S&P also lowered its issue
rating on Eutelsat S.A.'s debt to 'B+' from 'BB-' and on Eutelsat
Communications S.A.'s debt to 'B' from 'B+'.

The stable outlook reflects S&P's expectations that Eutelsat
Group's liquidity will remain adequate over the next 12 months,
despite significant cash outflows, and that the company will
address the upcoming debt maturity in the coming months timely and
successfully.

The group's credit profile suffers from the slower-than-expected
ramp-up of OneWeb and our expectation of uncertainties about
margins and revenues that result from LEO services, and high capex.
S&P said, "We forecast the company's S&P Global Ratings-adjusted
leverage will be about 4.8x-4.9x in fiscal years 2024 and 2025,
compared with our previous forecast of 4.3x-4.4x. The change
results from a slower-than-expected increase in OneWeb's revenues
and profitability. Although OneWeb has a high order backlog of
about $1.1 billion--including $275 million from Eutelsat Group--we
think it will take time to transform the backlog into revenues
because of the multi-year contracts. We also note that, even though
Eutelsat Group announced capex savings this year, the ambitious Gen
2 LEO constellation (Gen 2) will require high capex, which will
translate into significant negative cash outflows. Another delay in
Eutelsat Group's capex program for Gen 2 could impair the company's
medium-term revenue prospects."

The delayed ramp-up of LEO services could erode Eutelsat Group's
lead time as the first mover in the LEO segment. S&P thinks the
delay in the availability of the ground network, and consequently
the LEO services in certain regions, will give Eutelsat Group's
competitors an opportunity to catch up. Consumer-focused LEO
services provider Starlink has expanded its presence in the
enterprise market since 2022 and Amazon's Project Kuiper is
expected to start early customer pilots in the second half of 2024.
Despite the high unmet demand for LEO services, S&P expects
increasing availability and competition will reduce prices and,
with that, margins for service providers.

S&P said, "We think OneWeb's recent setbacks could complicate its
upcoming debt refinancing. About EUR1 billion of Eutelsat Group's
debt will mature over 2024-2025. Recent setbacks can complicate
debt refinancing and the funding of the company's capex program,
resulting in potentially higher interest outflows after
refinancing. We acknowledge that Eutelsat Group's confirmed
financial policy aims to deleverage to 3x over the medium term. We
think management will prioritize the maintenance of an adequate
liquidity profile and reschedule non-committed capex it earmarked
for OneWeb. We expect Eutelsat Group will continue to benefit from
the solid free cash flow generation of legacy businesses at the
Eutelsat S.A. level and the company's expectation of returning to
growth supported by connectivity revenues. At this stage, we think
the company will address the maturing debt in the coming months
timely and successfully, despite still depressed bond prices. We
also understand that Eutelsat Group would fund a large portion of
Gen 2 through export credit agency (ECA) financing, which would
reduce the amount needed from capital markets.

"The stable outlook reflects our expectations that the group's
liquidity will remain adequate over the next 12 months, despite
significant cash outflows coming from OneWeb, and that management
will address the upcoming debt maturities in the coming months
timely and successfully.

"We could lower the rating if the group's liquidity profile
weakened due to insufficient refinancing or a higher free operating
cash outflow coming from OneWeb than we expect in our base case."

S&P sees limited rating upside at this stage, considering the
uncertainties about the revenues from LEO services and the
company's cash flows and liquidity profile. It could, however,
raise the rating if the company significantly outperforms our base
case, supported by the ramp-up of its LEO services, leading to:

-- A stronger business risk profile;

-- A credible path toward consistently positive free operating
cash flow; and

-- Adjusted leverage of sustainably below 5x.




=============
I R E L A N D
=============

ARES EUROPEAN VIII: Moody's Affirms B3 Rating on Class F-R Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Ares European CLO VIII DAC:

EUR45,700,000 Class B-R Senior Secured Floating Rate Notes due
2032, Upgraded to Aa1 (sf); previously on Oct 30, 2019 Definitive
Rating Assigned Aa2 (sf)

EUR27,000,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to A1 (sf); previously on Oct 30, 2019
Definitive Rating Assigned A2 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR279,000,000 Class A-R Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Oct 30, 2019 Definitive
Rating Assigned Aaa (sf)

EUR30,800,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Baa3 (sf); previously on Oct 30, 2019
Definitive Rating Assigned Baa3 (sf)

EUR24,750,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba3 (sf); previously on Oct 30, 2019
Definitive Rating Assigned Ba3 (sf)

EUR13,500,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B3 (sf); previously on Oct 30, 2019
Definitive Rating Assigned B3 (sf)

Ares European CLO VIII DAC, issued in December 2016 and refinanced
in October 2019, is a collateralised loan obligation (CLO) backed
by a portfolio of mostly high-yield senior secured European loans.
The portfolio is managed by Ares European Loan Management LLP. The
transaction's reinvestment period will end in April 2024.

RATINGS RATIONALE

The rating upgrades on the Classes B-R and C-R notes are primarily
a result of the benefit of the shorter period of time remaining
before the end of the reinvestment period in April 2024.

The affirmations on the ratings on the Classes A-R, D-R, E-R and
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. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile, lower
weighted average rating factor and higher spread levels than it had
assumed at refinancing.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR445.6m

Defaulted Securities: EUR7.1m

Diversity Score: 63

Weighted Average Rating Factor (WARF): 2991

Weighted Average Life (WAL): 4.1 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.15%

Weighted Average Coupon (WAC): 4.46%

Weighted Average Recovery Rate (WARR): 44.5%

The default probability derives from the credit quality of the
collateral pool and Moody's expectation 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 its 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 "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance methodology" published in October 2023.
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: Once reaching the end of the
reinvestment period in April 2024, 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.

-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

-- 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
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


ARES EUROPEAN XII: Moody's Affirms B3 Rating on EUR11.25MM F Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Ares European CLO XII DAC:

EUR29,250,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Upgraded to Aaa (sf); previously on Oct 20, 2021 Definitive
Rating Assigned Aa2 (sf)

EUR11,250,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Upgraded to Aaa (sf); previously on Oct 20, 2021 Definitive Rating
Assigned Aa2 (sf)

EUR29,250,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa3 (sf); previously on Oct 20, 2021
Definitive Rating Assigned A2 (sf)

EUR29,250,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa2 (sf); previously on Oct 20, 2021
Definitive Rating Assigned Baa3 (sf)

Moody's has also affirmed the ratings on the following notes:

EUR279,000,000 Class A Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Oct 20, 2021 Definitive
Rating Assigned Aaa (sf)

EUR27,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba3 (sf); previously on Oct 20, 2021
Affirmed Ba3 (sf)

EUR11,250,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B3 (sf); previously on Oct 20, 2021
Affirmed B3 (sf)

Ares European CLO XII DAC, issued in September 2019 and refinanced
in October 2021, is a collateralised loan obligation (CLO) backed
by a portfolio of mostly high-yield European loans. The portfolio
is managed by Ares European Loan Management LLP. The transaction's
reinvestment period will end in April 2024.

RATINGS RATIONALE

The rating upgrades on the Class B-1, B-2, C and D notes are
primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in April 2024.

The affirmations on the ratings on the Class A, 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.

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. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile and
higher spread levels than it had assumed at the last rating action
in October 2021.

Key model inputs:

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR450.1m

Defaulted Securities: EUR3.5m

Diversity Score: 62

Weighted Average Rating Factor (WARF): 3035

Weighted Average Life (WAL): 4.04 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.13%

Weighted Average Coupon (WAC): 4.83%

Weighted Average Recovery Rate (WARR): 44.18%

Par haircut in OC tests and interest diversion test:  none

The default probability derives from the credit quality of the
collateral pool and Moody's expectation 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 its 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 "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. 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: Once reaching the end of the
reinvestment period in April 2024, 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.

-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings.

-- 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
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


AVOCA CLO XI: Moody's Ups Rating on EUR15.8MM Cl. F-R Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Avoca CLO XI Designated Activity Company:

EUR21,000,000 Class C-1R Deferrable Mezzanine Floating Rate Notes
due 2030, Upgraded to Aaa (sf); previously on May 31, 2023 Upgraded
to Aa1 (sf)

EUR15,000,000 Class C-2R Deferrable Mezzanine Floating Rate Notes
due 2030, Upgraded to Aaa (sf); previously on May 31, 2023 Upgraded
to Aa1 (sf)

EUR23,000,000 Class D-R Deferrable Mezzanine Floating Rate Notes
due 2030, Upgraded to Aa3 (sf); previously on May 31, 2023 Upgraded
to A2 (sf)

EUR27,500,000 Class E-R Deferrable Junior Floating Rate Notes due
2030, Upgraded to Baa3 (sf); previously on May 31, 2023 Upgraded to
Ba1 (sf)

EUR15,800,000 Class F-R Deferrable Junior Floating Rate Notes due
2030, Upgraded to Ba3 (sf); previously on May 31, 2023 Affirmed B1
(sf)

Moody's has also affirmed the ratings on the following notes:

EUR300,000,000 (Current outstanding amount EUR101,061,977) Class
A-R-R Senior Secured Floating Rate Notes due 2030, Affirmed Aaa
(sf); previously on May 31, 2023 Affirmed Aaa (sf)

EUR20,000,000 Class B-1R-R Senior Secured Fixed Rate Notes due
2030, Affirmed Aaa (sf); previously on May 31, 2023 Affirmed Aaa
(sf)

EUR27,000,000 Class B-2R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on May 31, 2023 Affirmed Aaa
(sf)

EUR13,000,000 Class B-3R Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on May 31, 2023 Affirmed Aaa
(sf)

Avoca CLO XI Designated Activity Company, originally issued in June
2014 and refinanced in May 2017 and November 2019, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly senior secured European loans and bonds. The portfolio is
managed by KKR Credit Advisors (Ireland) Unlimited Company. The
transaction's reinvestment period ended in June 2021.

RATINGS RATIONALE

The rating upgrades on the Class C-1R, C-2R, D-R, E-R and F-R notes
are primarily a result of the significant deleveraging of the Class
A-R-R notes following amortisation of the underlying portfolio and
the improvement in over-collateralisation ratios since the last
rating action in May 2023.

The affirmations on the ratings on the Class A-R-R, B-1R-R, B-2R
and B-3R 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 EUR116.8
million (38.9%) since the last rating action in May 2023, or 66.3%
since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated December 2023 [1]
the Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 167.0%, 142.20%, 129.90%, 117.70% and 111.70% compared
to April 2023 [2] levels of 149.90%, 132.70%, 123.60%, 114.30% and
109.50%, respectively. Moody's notes that the January 2024
principal payments are not reflected in the reported OC ratios.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR299.25 million

Defaulted Securities: EUR1.0 million

Diversity Score: 50

Weighted Average Rating Factor (WARF): 2871

Weighted Average Life (WAL): 3.29 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.53%

Weighted Average Coupon (WAC): 4.13%

Weighted Average Recovery Rate (WARR): 44.3%

The default probability derives from the credit quality of the
collateral pool and Moody's expectation 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 its 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 "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.
Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. 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
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.


AVOCA CLO XVIII: S&P Affirms 'B-(sf)' Rating on Class F Notes
-------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Avoca CLO XVIII
DAC's class B-1 and B-2 notes to 'AAA (sf)' from 'AA (sf)', class C
notes to 'AA (sf)' from 'A (sf)', class D notes to 'A (sf)' from
'BBB (sf)', and class E notes to 'BB+ (sf)' from 'BB (sf)'. S&P
affirmed its 'AAA (sf)' rating on the class A notes and its 'B-
(sf)' rating on the 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 December 2023 trustee report.

S&P's ratings on the class A, B-1, and B-2 notes address the
payment of timely interest and ultimate principal, and the payment
of ultimate interest and principal on the class C to F notes.

Since S&P's previous review at closing in May 2018:

-- The weighted-average rating of the portfolio remains at 'B'.

-- The portfolio's weighted-average life decreased to 3.39 years
from 6.32 years.

-- The scenario default rate (SDR) decreased for all rating
scenarios, primarily due to a reduction in the weighted-average
life.

  Portfolio benchmarks
                                          CURRENT

  SPWARF                                 2,732.49

  Default rate dispersion                  746.14

  Weighted-average life (years)              3.37

  Obligor diversity measure                121.15

  Industry diversity measure                22.33

  Regional diversity measure                 1.37

  SPWARF--S&P Global Ratings' weighted-average rating factor.

On the cash flow side:

-- The reinvestment period for the transaction ended during the
September 2022 due period on Oct. 15, 2022.

-- The class A notes have since deleveraged by EUR106.618 million
as of the December 2023 report.

-- Credit enhancement has increased on all classes of notes due to
deleveraging.

-- No class of notes is currently deferring interest.

-- All coverage tests are passing as of the December 2023 report.

-- The weighted-average life test has continued to fail since
March 2022.

  Transaction key metrics
                                          CURRENT


  Total collateral amount (mil. EUR)*     394.42

  Defaulted assets (mil. EUR)               0.70

  Number of performing obligors              186

  Portfolio weighted-average rating            B

  'CCC' assets (%)                          3.68

  'AAA' SDR (%)                            54.38

  'AAA' WARR (%)                           36.61

*Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--scenario default rate.
WARR--Weighted-average recovery rate.

Following the application of S&P's relevant criteria, it believes
that the class B-1 to F notes can now withstand higher rating
scenarios.

S&P said, "Our standard cash flow analysis also indicates that the
available credit enhancement levels for the class B-1 to F notes
are commensurate with higher ratings than those assigned. However,
we have limited our rating actions on these notes below our
standard analysis passing levels. While the transaction has
amortized since the end of the reinvestment period in 2022,
reinvestment has continued, rather than all available principal
being used to pay down the senior class. We considered that the
manager may still reinvest unscheduled redemption and sale proceeds
from credit-impaired assets. Such reinvestments, as opposed to
repayment of the liabilities, may therefore prolong the note
repayment profile for the most senior class, at the same time the
weighted-average life test is failing by an increasing margin.

"We also considered the level of cushion between our break-even
default rate (BDR) and SDR for these notes at their passing rating
levels, as well as the current macroeconomic conditions and these
classes of notes' relative seniority. We raised our ratings on the
class B-1, B-2, and E notes by one notch, and class C and D notes
by three notches. At the same time, we affirmed our rating on the
class F notes.

"Our credit and cash flow analysis indicates that the class A notes
are still commensurate with a 'AAA (sf)' rating. We therefore
affirmed our rating on the class A notes."

Counterparty, operational, and legal risks are adequately mitigated
in line with S&P's criteria.

S&P said, "Following the application of our structured finance
sovereign risk criteria, we consider the transaction's exposure to
country risk to be limited at the assigned ratings, as the exposure
to individual sovereigns does not exceed the diversification
thresholds outlined in our criteria."


FIDELITY GRAND: Fitch Assigns Final B-(EXP) Rating on Cl. F Debt
----------------------------------------------------------------
Fitch Ratings has assigned Fidelity Grand Harbour CLO 2023-2 DAC
expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

   Entity/Debt              Rating           
   -----------              ------           
Fidelity Grand Harbour
CLO 2023-2 DAC

   A Loan               LT  AAA(EXP)sf  Expected Rating
   A Notes              LT  AAA(EXP)sf  Expected Rating
   B-1                  LT  AA(EXP)sf   Expected Rating
   B-2                  LT  AA(EXP)sf   Expected Rating   
   C                    LT  A(EXP)sf    Expected Rating
   D                    LT  BBB-(EXP)sf Expected Rating
   E                    LT  BB-(EXP)sf  Expected Rating
   F                    LT  B-(EXP)sf   Expected Rating
   Subordinated Notes   LT  NR(EXP)sf   Expected Rating
   X                    LT  AAA(EXP)sf  Expected Rating

TRANSACTION SUMMARY

Fidelity Grand Harbour CLO 2023-2 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. The class A loan is issued in a delayed draw format. Notes
proceeds and drawings from the class A loan will be used to
purchase a portfolio with a target par of EUR400 million. The
portfolio will be actively managed by FIL Investments International
(FIL). The collateralised loan obligation (CLO) will have a
4.5-year reinvestment period and a 7.5-year weighted average life
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.7.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.7%.

Diversified Asset Portfolio (Positive): The transaction will have a
concentration limit for fixed-rate obligations at 15.0% and for the
10 largest obligors at 22.5%. The transaction will also include
various other concentration limits, including the maximum exposure
to the three largest Fitch-defined industries in the portfolio at
40%. These covenants ensure the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis was reduced by 12 months. This is
to account for the strict reinvestment conditions envisaged after
the reinvestment period. These conditions include passing the
coverage tests, the Fitch 'CCC' maximum limit, and a WAL covenant
that progressively steps down over time, both before and after the
end of the reinvestment period. The conditions would in Fitch's
opinion reduce the effective risk horizon of the portfolio during
the stress period.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would lead to a downgrade of no more than
two notches on the class B-1 and B-2 notes, one notch on the class
C and D notes, to below 'B-sf' on the class F notes, and would have
no impact on the class X, A and E notes and on the class A loan.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B-1, B-2, C, D and E notes
have a cushion of two notches, the class F notes of three notches
while the class X and A notes, and the class A loan have no rating
cushion.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
three notches for the notes.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to four notches, except for
the 'AAAsf' notes.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the transaction's
remaining life. After the end of the reinvestment period, upgrades
may occur on stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
Securities and Markets Authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.




===========
N O R W A Y
===========

ADEVINTA ASA: Moody's Puts 'Ba2' CFR on Review for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed the Ba2 corporate family
rating of Adevinta ASA on review for downgrade. At the same time,
the Ba2-PD probability of default rating, the Ba2 ratings of
outstanding USD/EUR tranches equivalent of EUR1369 million of
senior secured term loan B (due 2028), the EUR450 million senior
secured revolving credit facility (due 2026, fully undrawn as of
September 2023) and the EUR1,060 million of outstanding senior
secured notes (due 2025 and 2027 as of September 2023) have also
been placed on review for downgrade. Previously, the outlook was
stable.

The review for downgrade is prompted by Adevinta's announcement
that it has received 93.7% acceptances from shareholders for the
acceptance of the voluntary offer made through Aurelia Bidco Norway
(a newly established entity for the purpose of the offer) to
acquire all outstanding ordinary class A shares in Adevinta. This
high percentage of acceptances fulfills the closing condition
relating to 90% total acceptance of the offer. The deal is expected
to close in the second quarter of 2024, following satisfaction or
waiver of certain regulatory approvals as well as other customary
conditions.

While the financial details for the funding of the transaction have
not been publicly disclosed by the parties involved,  Moody's
expects  this transaction to result in a significantly higher
leverage for the group. Moody's plans to conclude the review upon
the completion of the transaction and it could likely result in a
multi-notch downgrade for Adevinta's group ratings.

RATINGS RATIONALE / FACTORS THAT COULD LEAD TO AN UPGRADE OR
DOWNGRADE OF THE RATINGS

The price for the takeover is NOK115 per share which equates to
NOK141 billion equity value (EUR12.1 billion) and represents a
premium of over 50% to the average share price of Adevinta over the
three months up to September 2023 just prior to the deal being
announced. It can be settled in either cash, shares in an indirect
parent company or a combination of both.

While the details of the new capital structure are unclear at
present, Moody's expects a more aggressive financial policy for the
group following Adevinta's take private transaction and a
significant increase in the company's gross leverage compared to
3.1x at the end of September 2023. In its ratings review, Moody's
will be assessing in detail the acquired group's (1) capital
structure and financial policy, (2) liquidity in the light of the
increased debt burden and (3) any changes to the company's medium
term growth plan following the change in ownership.

Following the completion of the buyout, the new owners intend to
redeem in full the currently outstanding debt as change of control
will likely get triggered in accordance with the debt documents.
Upon full redemption of these debt instruments, Moody's will be
withdrawing its ratings on Adevinta's existing debt.

As part of the transaction, Adevinta will be delisted from the Oslo
Stock Exchange and its current shareholding structure will change.
Schibsted's will sell 60% of its 28.1% ownership and keep 13.6%
indirect ownership, eBay Inc. (Baa1 stable) will sell 50% of its
33% ownership and keep 20%. Additionally, for six months following
the closing, Permira, Blackstone and their co-investors have a
right to purchase from eBay, an additional number of shares in
privatized Adevinta which would reduce eBay's ownership position in
Adevinta to approximately 9.99%.

Adevinta's ratings continue to reflect its leading market position
with good vertical and geographical diversification as well as its
strong cash flow generation with limited capital spending needs and
strong leverage reduction potential. However, Adevinta's existing
ratings remain constrained by the competitive environment in some
of its markets, with an increasing threat from disruptive
technologies and exposure to cyclical verticals (jobs) and
advertising.

Before the ratings review, downward rating pressure could have
risen if Adevinta failed to achieve revenue and EBITDA margin
growth in line with its 2023-2026 strategic growth plan; it
maintained its Moody's-adjusted gross leverage above 4.0x on a
sustained basis and the company's FCF/debt (Moody's-adjusted) or
liquidity profile weakens.

Before the ratings review, upward rating pressure could have
developed over time if Adevinta achieved double-digit revenue
growth and steady improvement in EBITDA margin; the company's
Moody's-adjusted gross leverage declines below 3.0x and the
company's FCF/debt (Moody's-adjusted) is maintained at least in the
high single digit percentage on a sustained basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Headquartered in Oslo, Norway, Adevinta is a global online
classifieds company that operates generalist, real estate, car, job
and other digital marketplaces. The company generated EUR1.64
billion in revenue and reported EBITDA of EUR548 million in 2022.




===============
P O R T U G A L
===============

HAITONG BANK: S&P Affirms 'BB/B' ICRs & Alters Outlook to Negative
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Haitong Bank S.A. to
negative from stable. At the same time, S&P affirmed its 'BB/B'
long- and short-term issuer credit ratings.

The revision of the outlook on Haitong Bank mirrors the action on
the bank's ultimate parent, Shanghai-based Haitong Securities Co.
Ltd.'s (HTS). S&P said, "We believe HTS' weakening earnings power
could ultimately result in lower capacity to support its
subsidiary, Haitong Bank. We consider Haitong Bank as strategically
important to the group. This is based on the group's 100% ownership
of and ongoing commitment to Haitong Bank, as well as financial
support in the form of funding guarantees and capital. Although
Haitong Bank's contribution to the group remains limited, given its
small size and modest profits, we still view the Portugal-based
bank as a key asset for its parent, especially considering HTS'
long-term strategy to expand outside of its core region. For these
reasons, we currently factor three notches of uplift into our
rating on Haitong Bank for potential group support. However, we may
reduce such uplift if we believe that the parent's creditworthiness
has weakened, since its capacity to provide support to subsidiaries
could also diminish consequently."

S&P said, "We expect Haitong Bank will generate modest but stable
earnings. As of September 2023, Haitong Bank's net income had
slightly improved year on year, reaching EUR3.3 million. The
improvement was mainly due to increasing margin, which reached
1.15%, up from 0.58% as of Dec. 31, 2022. The latter stays below
its normalized level, though, and we expect it to remain so over
the next 12-18 months. This is because we see limited business
opportunities for Haitong Bank amid the current high-interest rate
environment. In addition, the bank remains highly reliant on
wholesale funding and price-sensitive customer deposits, which will
continue to weigh on its funding cost. We also expect credit losses
will increase to about 1.3%-1.4% by end-2024 (versus 0.23% as of
Sept. 2023), due to the ongoing economic slowdown and higher
interest rates. We therefore project that organic capital
generation will be modest and that the bank's risk adjusted capital
(RAC) ratio will decrease to about 11.5%-13.0% over the forecast
horizon through 2024, from its 14.42% level at end-2022 (pro forma
the December 2023 upgrade of Brazil and the improved economic risk
of Italy)."

Haitong Bank's business model is likely to remain less efficient
than peers'. Since it had been acquired by HTS in 2015, Haitong
Bank has undergone several transformations to simplify its
structure. The bank adopted various strategies throughout the years
to achieve a profitable business model. Yet, its revenue tends to
be volatile due to the nature of its business. S&P said, "We
believe Haitong Bank still lacks distinguishing features and scale
to compete within the highly competitive investment banking market.
As such, its cost-to income ratio, which we expect will remain
above 75% over the next 12-18 months, will remain comparatively
unfavorable."

The negative outlook on Haitong Bank mirrors that on its ultimate
parent, HTS.

S&P said, "This primarily reflects that we could lower the rating
in the next 12-18 months if we believed that the parent's capacity
to support its Portuguese subsidiary had reduced. Specifically,
this could occur if we were to downgrade HTS. Although not our
base-case scenario, we could lower our ratings on Haitong Bank if
its importance to HTS diminishes.

"We might revise the outlook to stable over the next 12-18 months
following a similar action on the parent, and if our view of
Haitong Bank's intrinsic creditworthiness remains unchanged, all
else being equal."




=========
S P A I N
=========

FTA UCI 17: Fitch Affirms CC Rating on Class D Notes
----------------------------------------------------
Fitch Ratings has upgraded FTA, UCI 16's and FTA, UCI 17's class A
notes. The Outlooks are Stable.

   Entity/Debt                Rating          Prior
   -----------                ------          -----
FTA, UCI 17

   Class A2 ES0337985016  LT Asf   Upgrade    BBB+sf
   Class B ES0337985024   LT B-sf  Affirmed   B-sf
   Class C ES0337985032   LT CCCsf Affirmed    CCCsf
   Class D ES0337985040   LT CCsf  Affirmed   CCsf

FTA, UCI 16

   A2 ES0338186010        LT AA-sf Upgrade    A+sf
   B ES0338186028         LT BB+sf Affirmed   BB+sf  
   C ES0338186036         LT CCCsf Affirmed   CCCsf
   D ES0338186044         LT CCsf  Affirmed   CCsf
   E ES0338186051         LT CCsf  Affirmed   CCsf

TRANSACTION SUMMARY

The deals were originated in 2006 and 2007, and comprise Spanish
fully amortising residential mortgages originated and serviced by
Union de Creditos Inmobiliarios, S.A. E.F.C. (UCI, BBB/Stable/F2).
The current portfolio balance for UCI 16 and UCI 17 stands at 19%
and 24% relative to the initial portfolio balance as of the latest
reporting dates.

KEY RATING DRIVERS

Model Error Correction: The asset modelling of the transactions at
Fitch's May 2023 surveillance review included an incorrect manual
adjustment to the loan-level inputs, which overestimated the
exposure of restructured loans with less than 12 months of clean
payment history. The analysis now reflects the correct exposures of
8.5% and 9.7% for UCI 16 and UCI 17, respectively, as of December
2023. These corrections have had a positive impact of one notch for
UCI 16 class A notes, and two notches for UCI 17 class A notes, as
reflected in today's actions.

In Fitch's view, the credit enhancement (CE) protection on the
notes is sufficient to compensate the credit and cash flow stresses
associated with the higher ratings. Fitch expects CE ratios on the
senior notes to continue increasing, driven by the fully sequential
amortisation of the notes.

Volatile Asset Performance: In Fitch's view the transactions are
exposed to asset performance volatility following increasing
arrears. Loans in arrears by over 90 days in UCI 16 and UCI 17
stood at 8.0% and 10.1% of the portfolio balance, respectively, as
of end-2023, higher than 5.7% and 6.2% a year ago and materially
above the average for Fitch-rated Spanish RMBS deals of 0.8%.

Fitch views the rated notes as being vulnerable to performance
deterioration, which may reduce their model-implied-ratings (MIR)
in future reviews. Accordingly, Fitch has constrained the ratings
on the notes by up to one notch below their relevant MIR, as Fitch
expects MIRs to converge with the prevailing ratings.

Immaterial Payment Interruption Risk: Payment interruption risk
(PIR) in the event of a servicer disruption is assessed as
immaterial up to 'AA+sf', in line with Fitch's updated Global
Structured Finance Rating Criteria, as interest deferability is
permitted under transaction documentation for all rated notes and
does not constitute an event of default. Other mitigants against
PIR include the transfer of direct debit collections into a
transaction account bank on a daily basis, and the availability of
liquidity protection via non-dedicated cash reserves.

No Credit to Unsecured Loans: The securitised pools include
unsecured loans ranging from 4.6% (UCI 16) to 3.6% (UCI 17)
relative to the total current portfolio balance including defaults,
which were granted alongside mortgages at origination dates. In its
analysis, Fitch has not given credit to the proceeds from unsecured
loans due to the inherent risk of complementary loans and
insufficient performance data.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by adverse
changes to macroeconomic conditions, interest rates or borrower
behaviour. For instance, increased defaults and decreased
recoveries by 15% each could trigger a downgrade of up to three
notches.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades. For instance, decreased defaults and increased recoveries
by 15% each could trigger an upgrade of up to four notches.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third- party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied on for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

ESG CONSIDERATIONS

UCI 16 and UCI 17 have an ESG Relevance Score of '4' for
Transaction Parties & Operational Risk due to the large share of
restructured loans that currently form the portfolios, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.




=====================
S W I T Z E R L A N D
=====================

PG INVESTMENT 59: S&P Assigns Prelim. 'B' LT ICR, Outlook Positive
------------------------------------------------------------------
Private equity firm Partners Group is acquiring Swiss-based oil and
gas service company Rosen Group.  The new holding entity for Rosen
will be known as Investment Company 59 S.a.r.l. (hereafter
"Rosen").
Rosen intends to raise a $1,150 million term loan B (TLB)and a $300
million revolving credit facility (which will be undrawn at
transaction closing). The debt issuance proceeds will fund the
purchase price and the associated transaction costs.

S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Rosen, and S&P's preliminary 'B' issue and '3'
recovery ratings to the term loan facility.

The positive outlook reflects the one in three chance that the
company could implement its growth strategy quicker and more
successfully than currently expected. Moreover, that it outperforms
S&P's base-case over the next 12-18 months, notably with respect to
free operating cash flow generation.

Rosen's fair business risk profile reflects its leading position in
a niche market, technological leadership, and long-standing
relationship with its customer base. Rosen is a niche market player
offering diagnostic pipeline services (asset diagnostic solutions,
95%) and related consultancy services (integrity decision support,
5%) for the global oil and gas industry. It serves its customer
base from more than 25 locations worldwide. Rosen's strong
technological differentiation is nurtured in-house with
capabilities along the pipeline diagnostic value chain, reaching
from research and development (R&D), software development, data
analytics, and consultancy, to manufacturing its own pipeline
diagnostic systems. This results in the company's advantageous
technological edge and leading market position.

Since 2018, Rosen has reported an S&P Global Ratings-adjusted
EBITDA (this includes about $45 million R&D costs per year) in the
range of $108 million-$145 million, with a step-up in 2023 toward
$218 million. S&P expects that the company will increase its
profitability over the next years, reaching above a 30% adjusted
EBITDA margin. The main growth drivers include an aging global
pipeline estate with higher inspection needs, more stringent
regulations, and an undersupply of high-tech diagnostic solutions.
In particular, the new market opportunities created through its
cutting-edge diagnostic systems, such as the electromagnetic
acoustic transducer (EMAT)--the EMAT-C Ultra will be launched in
the coming years -- and any associated technological improvements
will drive revenue and profits, which will deter competition.

S&P's business risk assessment is constrained by Rosen's scale,
exposure to the oil and gas industry, and limited customer and
geographic diversification. With a revenue base of about $742
million in 2023, S&P views the company as small in relation to
rated peers with similar business risk profiles that operate in
similar end markets (e.g., $4.3 billion for Weatherford
International plc, $7.2 billion for NOV inc. and $6.7 billion for
TechnipFMC Plc). Rosen's small scale, together with limited offered
services focusing on pipeline diagnostics, and some customer
concentration within the oil and gas industry (the top 10 customers
result in 45% of revenues), constrains our assessment.

Rosen's financial risk profile reflects its financial sponsor
ownership. S&P said, "We expect that the planned transaction,
raising $1.15 billion in debt, will lead to an S&P Global
Ratings-adjusted leverage of 5.0x-5.5x in 2024, with benign
volatility. We view Rosen's service-oriented business model as
largely unaffected by commodity price cycles and protected by
stringent regulatory requirements for pipeline operators." Credit
metrics are therefore much less volatile than those of other
companies in the commodities value chain, provided there are no
financial policy changes. That said, the ownership by financial
sponsor Partners Group constrains our assessment.

S&P said, "In 2024, we forecast S&P Global Ratings-adjusted EBITDA
of $230 million-$250 million will result in a positive FOCF of
around $20 million-$40 million, constrained by its cash outflows
related to interest, tax, and capital expenditure (capex) of about
$200 million. We expect that Rosen will capitalize on its growth
strategy and reach adjusted EBITDA above $250 million after 2024,
resulting in FOCF of more than $35 million. In our view, it is
essential to grow FOCF and not just EBITDA when assessing the
possibility of a higher rating in the future, particularly in light
of the post transaction debt stock.

"The final ratings will depend on our receipt and satisfactory
review of all final transaction documentation. The preliminary
ratings should not be construed as evidence of final ratings. If
S&P Global Ratings does not receive final documentation within a
reasonable time frame, or if the final documentation departs from
materials reviewed, we reserve the right to withdraw or revise our
ratings. Potential changes include, but are not limited to, use of
loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

"The positive outlook reflects the one in three chance that Rosen
could implement its growth strategy quicker than expected and
outperform our base-case over the next 12 months.

Under our current base-case, we expect adjusted debt to EBITDA of
about 5.0x-5.5x, positive FOCF of about $20 million-$40 million in
2024, and FOCF above $35 million in 2025.

"We could change the outlook to stable if Rosen is unable to
deliver on its growth projections. This includes achieving
significant cash conversion to increase profitability over the
coming 12 months or performing within our base-case range."

S&P could upgrade Rosen within 12 months if:

-- The company delivers a sustainable track-record of high
profitability exceeding $270 million in 2025, leading to FOCF well
above $50 million; together with

-- Robust credit metrics, with adjusted leverage declining below
5.0x and FFO/debt well above 10% on a sustainable basis.

S&P expects the financial policy to stay consistent with the above
outlined metrics.




===========
T U R K E Y
===========

LIMAKPORT: Fitch Affirms 'B' Rating on USD370MM Secured Notes
-------------------------------------------------------------
Fitch Ratings has affirmed Limak Iskenderun Uluslararasi Liman
Isletmeciligi A.S.'s (LimakPort) USD370 million senior secured
notes at 'B' and removed the ratings from Rating Watch Negative
(RWN). The Outlook is Negative.

RATING RATIONALE

The affirmation reflects the relatively solid liquidity position
and greater visibility on operational recovery with volumes
approaching pre-earthquake levels, thanks to the reopening of three
berths, which provide an available capacity of 800,000 TEU (80% of
LimakPort's total capacity).

The Negative Outlook reflects uncertainties over the insurance
payments and remaining capital expenditure (capex), coupled with
the operating environment and the development of competition in the
catchment area, which may increase pressure on medium- and
longer-term debt service coverage metrics.

LimakPort's available liquidity at end-2023 was USD45 million, of
which USD38 million are mandatory reserves. However, these could
also be used to fund the remaining reconstruction costs, pending
insurance receipts.

KEY RATING DRIVERS

Available Capacity Reached 80% of Total - Infrastructure
Development & Renewal: 'Midrange'

Berth 2 became operational in April 2023 and berths 3 & 4
(180-meter length only) were reopened in May 2023. The remaining
350 metres of berths 3 & 4 were reopened in October 2023. The
construction works for both berths and 90% of the backyard were
completed in December 2023 and the operations were fully resumed.
This resulted in a total available capacity of 800,000 TEU per year
(compared to 1 million TEU per year under normal circumstances),
which is currently enough to cover port's traffic demand.

The design of berth 1 and the Turkish Grain Board (TMO) berth is
ongoing, considering alternative scenarios, and the opening date
may vary depending on the final design. In addition, the
reconstruction work on the breakwater is underway to bring it back
to its original height of three metres above sea level.

Constructions costs have increased to USD93 million from USD60
million (estimated in August 2023; initial estimate was USD25
million). The additional USD33 million are related to construction
work of berth 1 and the TMO berth, which has been shifted to 2024.
The construction work is carried out by Limak Construction, which
is part of Limak Group. LimakPort received the support from the
parent company in the form of deferring part of the payments to
Limak Construction until the proceeds from the insurance companies
are received.

LimakPort has insurance coverages for property damages (up to
USD260 million) and business interruption (up to USD65 million).
Limak has already received USD20 million insurance payments from
property damage coverage and USD10 million for business
interruption in 2023. The management expects additional insurance
payments to fully cover the entire capex for reconstruction, but a
shortfall in insurance receipts may severely affect liquidity,
unless capex is deferred or funded by Limak Construction.

Back to Pre-Earthquake Monthly Volumes - Revenue Risk (Volume):
'Midrange'

In September 2023, the port's traffic levels returned to January
2023 levels (pre-earthquake), one month ahead of the management's
October 2023 forecast. Following the resumption of operations, the
management decided to prioritise container activities (the highest
revenue contributor), which resulted in 396,000 TEU of container
volumes being handled, compared with 482,000 TEU in 2022. The cargo
revenue decreased significantly in 2023 compared with the previous
year.

LimakPort's plan for 2024 is to focus 100% on the container
segment, targeting volumes of 714,000 TEU, 82% higher than 2023 and
48% higher than 2022. The disruptions in the Red Sea have led to
the suspension of services contributing about 15% of LimakPort's
monthly volumes.

Mainly Unregulated Dollar Tariffs - Revenue Risk (Price):
'Midrange'

LimakPort's revenue is predominantly unregulated, because only
tariffs for marine services (about 8% of 2024 budgeted revenue) are
regulated by the General Directorate of the Turkish State Railroad
Administration. This gives significant price flexibility in the
unregulated business as reflected by the management's decision to
increase tariffs by about 6.0% in 2023 and the management expects
tariffs per TEU to increase on average by 7.5% in 2024. The
depreciation of the Turkish lira does not have a direct impact on
LimakPort's tariffs, which are set in dollars.

Fully Amortising Project Finance Debt - Debt Structure: 'Midrange'

LimakPort's debt consists of a single tranche of USD370 million
senior secured notes due in 2036, which are fully amortising and
fixed-rate. The debt features typical project-finance protections,
including limits on additional equally ranking debt and a
distribution lock-up covenant of 1.25x.

The structure benefits from a three-month operations and
maintenance expenses reserve account, a six-month debt service
reserve account and a capex reserve account covering 1.5-year
maintenance capex. The capex reserve account is small given the
size and volatility of the capex plan required to accommodate the
forecast growth under the technical advisor's base case, resulting
in volatile account funding requirements under this scenario.
Positively, the long tail to the port's concession maturity in 2047
provides long-term financial flexibility in the structure.

Financial Profile

As a result of the earthquake interruption and the partial
resumption of operations, revenue in 2023 is 35% lower than in
2022, mainly from cargo activities as the management focused on
container services after the port reopened, which only decreased by
14% over the same period. EBITDA margin declined to 40% in 2023
from 65% in 2022, due to earthquake disruption.

The 2024 budget forecasts revenue of USD89.2 million from container
services, which is 95.7% higher than the 2023 estimates. The 2024
revenue increase is driven by an increase of 82.1% in budgeted
container volumes compared with 2023, and a 7.5% increase in
average revenue per unit. Marine services are expected to generate
USD7.4 million in 2024. EBITDA margin is expected to recover to 59%
in the 2024 budget, capturing the full year of operations. The
management expects that the recent attacks in the Red Sea will
affect two or three months of volumes, as many of the liners will
be using new services or alternative routes to LimakPort.

The management's budget assumes that the reconstruction costs of
USD66.0 million will be fully covered by the insurance proceeds of
USD77.6 million in 2024.

LimakPort's available liquidity at end-2023 was USD45 million, of
which USD38 million are mandatory reserves.

PEER GROUP

LimakPort's closest peer is nearby Mersin Port. Mersin is the
largest port in the region and Turkiye's largest export-import
port. This exposes Mersin to the same diversified, but volatile,
mix of volumes as LimakPort, with a similarly well-connected
hinterland.

LimakPort is considerably smaller than Mersin, despite the location
and hinterland similarities.

Currently, it is able to compete with Mersin due to considerable
available capacity and lower tariffs. Both ports are able to
flexibly set tariffs as long as these are not excessive or
discriminatory. LimakPort benefits from a fully amortising and
protective project finance debt structure as opposed to Mersin's
corporate bullet structure. This leads to Mersin's key metric being
leverage, while LimakPort's is the debt service coverage ratio.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- A downgrade of Turkiye's sovereign rating could lead to a
downgrade of LimakPort's rating.

- Delays in receipt of insurance claims or other factors leading to
a significant depletion of cash reserves could lead to a
multiple-notch downgrade.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Clear visibility on the receipt of insurance claims, total
reconstruction costs and resulting liquidity position

- Visibility in longer-term projections to assess debt service
coverage metrics over the entire term of the debt

TRANSACTION SUMMARY

The port of Iskenderun is a state-of-the-art container and general
cargo port located in East-Med Turkiye, about 200km east of Mersin
and closely located to the Syrian border. The port has been
operated by LimakPort since its privatisation in 2011 under a
36-year concession agreement. LimakPort has issued USD370 million
of long-term 144A/Reg S fully amortising project bonds. The
proceeds were mainly used to completely repay its existing debt,
acquire operational equipment, upstream cash to shareholders and
fund liquidity accounts.

   Entity/Debt                   Rating        Prior
   -----------                   ------        -----
Limak Iskenderun
Uluslararasi Liman
Isletmeciligi A.S.

   Limak Iskenderun
   Uluslararasi Liman
   Isletmeciligi A.S.
   /Project Revenues –
   Senior Secured Debt/1 LT   LT B  Affirmed   B




===========================
U N I T E D   K I N G D O M
===========================

HNVR MIDCO: S&P Upgrades ICR to 'B' on Solid Trading Performance
----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on HBX
Group's parent HNVR Midco Ltd. to 'B' from 'B-' and its issue
rating on its senior secured debt to 'B' from 'B-'.  S&P revised
the recovery rating on the senior secured debt to '3' from '4',
indicating itsr rounded recovery estimate of 55% in the event of
payment default, from 45% previously.

S&P said, "The stable outlook reflects that we expect the group to
continue generating strong EBITDA margins and free operating cash
flow (FOCF), resulting in debt to EBITDA of around 5x in 2024. We
also anticipate that the group will maintain an adequate liquidity
cushion and will manage its working capital volatility, given the
seasonality of the business."

Strong leisure travel demand during summer 2023 enabled HBX Group
to report strong results, with revenue of EUR656 million (net of
agency commissions) and an S&P-Global Ratings-adjusted EBITDA
margin of 51% in 2023. The group enjoyed soaring average daily
rates (ADRs) at hotels globally and solid recovery in the total
number of rooms sold (up 25% to 45.9 million). At the same time,
HBX Group continues to increase its market share from smaller
players in a highly fragmented market. Net revenues rose by 51% to
EUR656 million as HBX Group benefited from recovery in all regions,
except Asia, where China's restrictions continued to drag down
overall group recovery for 2023. The group's EBITDA generation is
highly concentrated in the Bedbank segment; however, S&P notes that
ancillary revenues from excursions, car rentals, and other
activities have bolstered growth in 2023 and it expects this to be
one of the key points of focus for management moving forward. Given
the group's largely scalable cost structure, revenue growth has
directly translated into higher EBITDA, reaching EUR336 million in
2023 from EUR152 million in 2022, more than doubling pre-pandemic
EBITDA (EUR155 million in 2019).

S&P said, "We expect the travel industry to remain robust, with ADR
plateauing during 2024, while occupancy should remain resilient.
However, occupancy could take a small hit in those geographies
where discretionary spending has been most affected. Therefore, we
expect revenues to increase by 4%-5% in 2024 and up to 7%-8% in
2025 as macroeconomic pressures ease and the EBITDA margin remains
above 50% as the group leverages on the scalable cost structure."

Solid EBITDA generation and working capital improvements have led
to strong cash flow generation. The group has continued to improve
its working capital management and has benefited from EUR138
million working capital inflow in 2023. This, together with solid
EBITDA generation and limited capital expenditure (capex), have led
to FOCF of EUR286 million in 2023 with FOCF to debt of 16.2% (from
14.0% in 2022). This offsets the increase in interest expense
following the refinancing in 2023 and the higher base rates. For
2024, S&P expects FOCF to debt to drop marginally toward
13.0%-13.5%--due to higher cash tax expenses as the group improves
its performance, larger capex, and lower benefit from working
capital inflows--before recovering above 15% in 2025.

Strong EBITDA growth and modest debt repayment led to HBX Group's
debt to EBITDA reducing to 5.2x in 2023 from 12.4x in 2022.
Leverage has even fallen below pre-pandemic levels; debt to EBITDA
stood at 9.1x in 2019 and 6.6x in 2018. S&P said, "We view this as
a positive development, and we acknowledge the efforts of
management and shareholders to reduce debt, with a debt repayment
of EUR100 million in 2023. We expect debt to EBITDA to remain
around 5x in 2024."

High uncertainty remains around the group's financial policy. S&P
said, "We note that payments from summer hotel stays enable the
group to report high cash reserves at the year-end closing in
September every year given its working capital cycle. It ended the
year with EUR689 million of cash on balance sheet and undrawn
revolving credit facility (RCF) lines of EUR157 million maturing in
September 2026, and EUR91 million in September 2024. We estimate
that the group needs to maintain minimum liquidity of around EUR500
million to absorb the working capital swings. This leaves HBX Group
with significant headroom on its cash position. The group does not
have a clear financial policy regarding cash usage. However, we
note that it will have to face the repayment of the EUR148 million
term loan B1 that remained with a maturity of September 2025 as
part of the amend and extend transaction in 2023."

S&P said, "The stable outlook reflects that we expect travel demand
to remain resilient throughout fiscal year 2024 and we therefore
project HBX Group will generate EBITDA of over EUR350 million,
resulting in FOCF above EUR200 million and adjusted debt to EBITDA
below 5x in fiscal year 2024. The outlook also encompasses our view
that the group will maintain an adequate liquidity buffer to manage
its working capital volatility. However, we note the lack of
financial policy relating to its leverage commitments."

Downside scenario

S&P could lower the rating if:

-- The group pursues a more aggressive financial policy such that
adjusted debt to EBITDA increases above 6.5x on a sustained basis
or adjusted FOCF to debt declines below 10%; or

-- Liquidity deteriorates to below EUR500 million.

S&P could take a negative rating action if operating performance
materially underperforms its base case. This could occur due to an
unexpected and prolonged decrease in demand caused by an economic
downturn or geopolitical risks escalation.

Upside scenario

Although unlikely over the next 12 months, S&P could raise the
rating if the group:

-- Maintains adjusted debt to EBITDA below 4.0x on a sustained
basis and implements a financial policy commensurate with this
leverage level; and

-- Generates meaningful FOCF, resulting in adjusted FOCF to debt
comfortable exceeding 15% on a sustainable basis, such that the
group can withstand periods of volatility of its working capital.

An upgrade would also be contingent on HBX Group maintaining
sufficient liquidity to handle working capital volatility and
potential headwinds from macroeconomic uncertainty.

Social factors are a negative consideration in our rating analysis
of HBX Group. S&P sees social risks as an inherent part of the
hotel industry, which is exposed to health and safety concerns,
terrorism, cyberattacks, and geopolitical unrests.

Governance continues to be a moderately negative consideration, as
is the case for most rated entities owned by private-equity
sponsors. We believe the group's highly leveraged financial risk
profile points to corporate decision-making that prioritizes the
interests of the controlling owners. This also reflects generally
finite holding periods, a focus on maximizing shareholder returns,
and a somewhat weaker public communication and transparency than
publicly owned peers.


JOHN DINHAM: Goes Into Administration
-------------------------------------
Business Sale reports that John Dinham Transport Limited fell into
administration this month amid growing pressures on the UK haulage
sector.

Tim Sloggett and Richard Easterby of Quantuma Advisory were
appointed as joint administrators of the Bristol-based freight
transport business, Business Sale relates.

In the company's accounts for the year to September 30, 2022, its
fixed assets were valued at GBP3.3 million and current assets at
GBP2.1 million, Business Sale discloses.  At the time, its total
net assets were valued at GBP784,181, Business Sale states.


MAGGIE & ROSE: On Verge of Collapse Amid Operational Issues
-----------------------------------------------------------
Hannah Boland at The Telegraph reports that a private members club
set up for wealthy parents by a close friend of the Prince of Wales
is on the brink of collapse after abruptly shutting its clubhouses
in West London.

According to The Telegraph, Maggie & Rose, which charges from
GBP140 per month for a membership, said in a message to parents
that it was suffering "staffing and operational issues", forcing
the company to temporarily close its sites in Kensington and
Chiswick.

However, filings showed it has since instructed lawyers at
Addleshaw Goddard ahead of an expected administration later this
week, The Telegraph relates.  It is not known if the clubhouses
will be able to reopen at any point, The Telegraph notes.

Maggie & Rose was launched to create a members' club for families,
where parents could drop off their children to be looked after and
be able to work or network in the club's cafes or juice bars.

The company was founded in 2006 by Rose Astor, who is married to
Hugh van Cutsem, a friend of the Prince of Wales, and her business
partner Maggie Bolger.

Membership at the Chiswick club starts from GBP140 per month and
from GBP210 per month at the Kensington location.


NEPTUNE ENERGY: S&P Raises ICR to 'BB+' on Acquisition by Eni SpA
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit and issue
ratings on Neptune Energy Group Ltd. (NEGL) and its guaranteed
senior unsecured notes due 2025 to 'BB+' from 'BB'.

S&P also placed the ratings on CreditWatch with positive
implications, and it expects to resolve the placement after it
assesses the extent and depth of Neptune's integration within the
Eni group and its fit within ENI's global strategy.

Italian oil and gas major Eni SpA completed the acquisition of NEGL
on Jan. 31, 2024.

Eni's announced acquisition of NEGL covers about half of Neptune's
historical portfolio following the sales of its German and
Norwegian assets. Neptune's business in Germany is now owned and
operated by the former ultimate NEGL shareholders. The Norwegian
assets were acquired by Var Energi ASA (BBB/Stable/--), which is
69.6% owned by Eni. The assets transferred to ENI are therefore
mainly offshore and in the U.K., the Netherlands, North Africa,
Australia, and Indonesia.

S&P said, "The remaining Neptune entities benefit from Eni's
ownership. Following the acquisition, we assess Neptune as part of
Eni Group. Given the strategic importance of gas, on which
Neptune's assets focus, its satisfactory performance, and Eni's
recent investment, we consider it likely that the group would
provide some extraordinary financial support to Neptune if needed.
We therefore assess Neptune's status within the group as moderately
strategic, the main factor behind the upgrade. We note the smaller
overall scale of the continuing Neptune entities after these
transactions and their modest size in relation to Eni as a whole.
More positively, we have revised our management and governance
assessment on Neptune to neutral from moderately negative on Eni's
100% ownership and control in contrast to the previous ownership by
financial sponsors (an ownership structure that, in our view, can
sometimes entail a more aggressive financial policy.)

"We expect to resolve the CreditWatch placement after assessing the
extent and depth of Neptune's integration within the Eni group,
focusing on strategic, operating, and financial factors. We think
there could be one or more notches of possible rating upside for
Neptune, although we could also affirm the ratings at 'BB+'."


SUREPAK LTD: Enters Administration, Seeks Buyer for Business
------------------------------------------------------------
Business Sale reports that Surepak Limited, a Nottinghamshire-based
packaging firm that supplies most major UK supermarkets, has fallen
into administration, with a buyer now being sought.

The company is a leading flexible packaging manufacturer, supplying
bags and pouches to an array of sectors, including gardening,
horticulture and confectionery.

The company, which is based at a 45,000 sq ft premises in Annesley
and employed 34 staff as of December 2022, serves clients including
Tesco, Asda, Lidl, Co-op and M&S and has been trading for more than
30 years.

Despite its strong market position, the company has faced growing
difficulties over recent years, Business Sale states.  The global
energy crisis has led to its electricity costs reportedly
increasing by more than 425%, while it was more recently hit by the
loss of two major contracts, which led to a GBP1 million drop in
turnover, Business Sale notes.

According to Business Sale, a winding-up petition has been filed
against the company, prompting sole director Stuart Yorston to make
the decision to appoint Dean Nelson and Nick Lee, Business Recovery
Partners at PKF Smith Cooper, as joint administrators.

The company will continue to trade in the short term while it is in
administration, as the joint administrators begin an accelerated
merger and acquisition process in an effort to secure a buyer for
all or part of the company, Business Sale discloses.

Surepak's balance sheet as of December 31, 2022, shows GBP1.48
million in fixed assets and slightly over GBP945,000 in current
assets, Business Sale relays.  The company's liabilities at the
time left it with total equity of just under GBP771,000, according
to Business Sale.


T.G. HOWELL: Goes Into Administration
-------------------------------------
Business Sale reports that T.G. Howell & Sons Limited, which trades
as Terry Howell & Sons and Terry Howell Timber & Builders
Merchants, fell into administration earlier this month, with
Katrina Orum and Huw Powell of Begbies Traynor appointed as joint
administrators.

In the company's accounts for the year to October 31, 2022, it
reported turnover of GBP11.4 million, down from GBP12.6 million a
year earlier, while gross profit fell from GBP2.2 million to GBP1.4
million and the company went from a post-tax profit of close to
GBP718,000 to a loss of nearly GBP280,000, Business Sale
discloses.

At the time, its fixed assets were valued at GBP1.6 million and
current assets at GBP3.8 million, while net assets stood at GBP1.9
million, Business Sale notes.


TALKTALK TELECOM: Fitch Lowers LongTerm IDR to 'CCC'
----------------------------------------------------
Fitch Ratings has downgraded TalkTalk Telecom Group Plc's (TTG)
Long-Term Issuer Default Rating (IDR) to 'CCC' from 'B-' and its
secured debt rating to 'CCC'/'RR4' from 'B-'/'RR4. Fitch has also
resolved the Rating Watch Negative on the IDR.

The downgrade reflects further deterioration in operational
performance driving unstainable leverage, material refinancing
risks and a poor liquidity position, given its expectation of
consistently negative Fitch-defined free cash flow (FCF) and the
need to repay/refinance its revolving credit facility (RCF) by
November 2024. Fitch expects Fitch-defined EBITDA net leverage to
reach around 10x in the financial year ending February 2024 (FY24).
Fitch continues to evaluate TTG on a consolidated basis.

Fitch believes TTG's corrective action plan, which includes
restructuring the business model and raising equity investment,
could enable a refinancing and recover operating performance.
However, this is subject to execution risks. Failure to execute it
successfully in a timely manner will materially increase the
prospects of a near-term debt restructuring event and likely drive
further negative rating action.

KEY RATING DRIVERS

Excessive Refinancing Risk: TTG's RCF matures in November 2024 and
the covenants have been relaxed until August 2024 to allow
additional leverage headroom. The RCF remains the company's main
source of liquidity. Management reports that it is actively seeking
material equity investment to be introduced into the wholesale
platform, which would support refinancing efforts, contingent on
the terms and amount raised. Otherwise Fitch believes refinancing
risks are excessive without near-term prospects of organic
deleveraging.

Liquidity Under Pressure: TTG had substantively drawn on the RCF at
1H24 leaving negligible additional headroom. The company has
managed near-term funding needs through the successful refinancing
of its GBP75 million securitisation facility and the sale of
Business Direct for GBP95 million (the sale demonstrated
shareholder support, but proceeds were below market expectations).
Therefore, Fitch believes fresh third-party support is necessary to
avoid a liquidity crisis within the next 12 months. Consistently
negative near-term FCF, including large payments to Openreach, is
likely to further adversely impact liquidity while earnings remain
under pressure.

Turnaround Entails Execution Risk: TTG is embarking on an ambitious
corporate re-organisation and recapitalisation plan, targeting
completion in 1Q24. This will involve legally and operationally
splitting the business into a wholesale platform and a consumer
entity, to be spun out to TTG's main shareholder, with wholesale
agreements. TTG's debt refinancing at par is contingent on its
successful completion. Management is running simultaneous
interlinked processes that all need to succeed in a timely manner.
Failure or delay in the process will significantly raise the
prospect of a debt restructuring event as maturities edge closer.

Negative FCF: Fitch continues to forecast negative normalised FCF
between FY24-27, materially eroding liquidity, albeit depending on
future financing costs. TTG is undergoing significant and necessary
investment to transition to fibre-to-the-premises (FttP), driving
high capex and copper-to-fibre transition costs. Fitch expects
capex to decline in later years as the transition to FttP matures,
copper-to-fibre costs decline and reduced working capital outflows
as customer acquisition costs are reined in. Operating costs
reduction efforts not related to customer acquisition and
marketing, if successfully implemented, may provide some upside to
FCF.

Persistent Operating Pressures: TTG's operating metrics
deteriorated in 1H24. Blended average revenue per user (ARPU)
increased by 5% on FY23, but a net loss of 174,000 customers
limited revenue growth. Fitch understands from TTG that the
reduction is partly driven by a shift in its customer acquisition
strategy towards value over volume, although the business remains
exposed to competitive headwinds. Combined with cost pressures,
including recurring copper to fibre costs, the Fitch-defined EBITDA
margin (pre-IFRS16) fell to 6%. Fitch expects the headline price
increase of 14% applied in April to have a greater impact in the
second half of FY24, albeit offset by continued retention pricing
pressure and customer attrition.

Unsustainable Capital Structure: TTG's leverage is no longer
commensurate with a 'B-' rating. Fitch estimates FY24 Fitch EBITDA
net leverage (pre-IFRS16) to peak at around 10x and remain elevated
beyond current debt maturities. Fitch forecasts an EBITDA margin of
6% in FY24 and 8% in FY25, resulting in leverage remaining very
high for an extended period with uncertain deleveraging prospects,
subject to the future capital structure.

Redeemable Business Model: TTG operates as an aggregator and
reseller in an increasingly competitive market. As inflation begins
to fall, Fitch believes TTG will struggle to drive growth in
earnings. However, under a more sustainable capital structure, TTG
could benefit from improved wholesale cost dynamics through the use
of alternative networks (altnet), higher speeds and better
efficiency from the sector-wide transition to fibre-to-the-home and
growth potential for high speed ethernet services. TTG's wholesale
contracts benefit from long tenures and provide access to all major
network providers. However, in its view, long term success will be
dependent on the rate and scale of altnet build and the evolution
of pricing and competition.

DERIVATION SUMMARY

TTG is weakly positioned until it can reduce leverage and improve
discretionary cash flows to manage its balance sheet.

The rating reflects a sizeable broadband customer base and the
company's positioning in the value-for-money segment within a
competitive market structure. TTG's operating and FCF margins are
tangibly below the telecoms sector average, largely reflecting its
limited scale, unbundled local exchange network architecture,
adaptability to the prevailing macroeconomic conditions and
dependence on regulated wholesale products for 'last-mile'
connectivity.

The company is less exposed to trends in cord 'cutting', where
consumers trade down or cancel pay-TV subscriptions in favour of
alternative internet or wireless-based services, although it
continues to incur attrition in its customer base. TalkTalk's
business model faces uncertainties in its long-term structure
resulting from success of inflation pass-through execution,
evolving regulation and a continued need to improve its cost
structure.

Peers such as BT Group plc (BBB/Stable) and VMED O2 UK Limited
(BB-/Stable) benefit from fully-owned access infrastructure,
revenue diversification as a result of scale in multiple products
segments (such as mobile and pay-TV), and materially higher
operating and cash flow margins. Fitch considers cash-flow
visibility at these peers greater and therefore supportive of
higher relative leverage (i.e. supportive of higher leverage if the
ratings were aligned).

KEY ASSUMPTIONS

Fitch's assumptions relate to TalkTalk under its current
consolidation perimeter:

- Revenue growth of 2.6% in FY24 and CAGR of 2.5% in FY24-FY27,
reflecting the combination of inflation-linked price increases,
growth in the Ethernet business and transition to full-fibre
products but offset by competitive market dynamics.

- Gross margin of 51% in FY24, maintained around 50% in FY24-FY27,
affected by higher wholesale costs on fibre-to-the-cabinet and FttP
mitigated by increasing altnet mix.

- Fitch-defined EBITDA margin of about 6% in FY24 gradually
increasing to about 11% in FY27, as operating expenses, including
subscriber acquisition costs, gradually reduce in addition to top
line growth.

- IFRS16 lease cost adjusted for one-off customer connection costs
(treated as capex). Its analysis assumes GBP42 million of the
IFRS16 lease cost relates to customer connection costs in FY23.

- Total copper-to-fibre costs of GBP46 million; GBP40 million,
GBP26 million and GBP16 million in FY24-27. 50% copper-to-fibre
migration costs as recurring in FY24-25 and included Fitch EBITDA.
GBP10 million treated as non-recurring in FY26.

- Working capital-to-sales ratio of 1.5% in FY24 supported by
better working capital terms, offset by deferred subscriber
acquisition cash out flows.

- Capex-to-sales ratio of around 8% in FY24 reducing to 6.3% in
FY25 and towards 5% by FY27, reflecting the near-term investment in
the transition to fibre and improving capex intensity followed by
normalisation as the programme matures.

- Network monetisation income treated above FCF but excluded in
Fitch-defined EBITDA

- Cash outflows of GBP45 million in FY24 classed as intragroup
costs treated above FCF. GBP35 million per year thereafter.

- M&A includes GBP95 million proceeds from the sale of TalkTalk
Business Direct.

- No dividends in FY24-FY27, use of the payment-in-kind toggle is
assumed.

RECOVERY ANALYSIS

The recovery analysis assumes that TTG would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated, or following a traded asset valuation basis.

Post-restructuring, TTG may be acquired by a larger company that
will absorb its customer base, exit certain business lines or cut
back its presence in certain less favourable service lines, in turn
reducing scale.

Fitch estimates that post-restructuring EBITDA for TTG would be
around GBP100 million. An enterprise value (EV) multiple of 4.0x is
applied to the GC EBITDA to calculate a post-reorganisation EV of
GBP360 million after deducting 10% for administrative claims to
account for bankruptcy and associated costs. The multiple reflects
TTG's lower scale, diversification and limited network ownership
compared to peers in developed markets.

Fitch assumes the GBP330 million RCF is fully drawn and is treated
as pari-passu with the GBP685 million senior secured bond. Fitch
treats the accounts receivables securitisation facility as
remaining in place through a potential bankruptcy, so not affecting
recoveries for secured creditors.

Its waterfall analysis generates a ranked recovery for senior
secured creditors in the 'RR4' band indicating a 'CCC' senior
secured instrument rating, in line with the IDR. The waterfall
analysis output percentage on current metrics and assumptions is
35%.

RATING SENSITIVITIES

Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade

- Materially improved liquidity headroom, including the successful
completion of a recapitalisation plan, and timely refinancing of
existing debt completed

- Stabilisation, if not growth, of operating performance and
materially declining leverage profile

Factors That Could, Individually Or Collectively, Lead To Negative
Rating Action/Downgrade

- Expectation of a near-term distressed debt exchange (as defined
by Fitch) or that a default, bankruptcy or forced restructuring is
increasingly likely.

- Ineffective implementation of management actions to improve
operating performance and complete a recapitalisation, diminishing
the chances of a debt refinancing at par

- Accelerating negative FCF resulting in an unfunded liquidity
position

LIQUIDITY AND DEBT STRUCTURE

Poor Liquidity: TTG had drawn USD317 million on the RCF at 1H24
leaving minimal available headroom. Consistent negative near-term
FCF is likely to require reliance on the RCF and working capital
arrangements, excluding any potential future external liquidity
support. The RCF matures in November 2024 while the senior secured
notes are due in February 2025. TTG intends to refinance all
outstanding debt in FY25.

ISSUER PROFILE

TTG is an alternative 'value-for-money' fixed line telecom operator
in the UK, offering quad-play services to consumers and broadband
and ethernet services to business customers.

SUMMARY OF FINANCIAL ADJUSTMENTS

Customer connection costs are classified by TTG as right of use
assets and depreciated under IFRS16 but are paid upfront as part of
capex. Therefore, TTG's lease cash repayments are lower than
depreciation of right of use assets plus interest on lease
liabilities (IFRS16 lease costs). According to Fitch's criteria,
IFRS16 lease costs should be deducted from operating profit in
calculating Fitch-defined EBITDA for this sector. Fitch has treated
the customer connection element of lease costs as capex and lowered
FY22 and FY23 IFRS16 lease costs by an assumed GBP22 million and
GBP42 million, respectively, for the portion of lease costs, which
relate to one-off customer connection costs.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt             Rating           Recovery   Prior
   -----------             ------           --------   -----
TalkTalk Telecom
Group PLC           LT IDR  CCC   Downgrade             B-

   senior secured   LT      CCC   Downgrade   RR4       B-


VENTILATION CENTRE: Bought Out of Administration
------------------------------------------------
Business Sale reports that a Sheffield-based supplier and
manufacturer of duct air systems has been sold out of
administration to a third-party buyer.

Ventilation Centre Limited fell into administration last month,
following more than 20 years of trading, after facing challenging
market conditions over recent months,
Business Sale recounts.

According to Business Sale, Michael Chamberlain and Rehan Ahmed,
Managing Directors at Quantuma, were appointed as joint
administrators on January 31, 2024, and subsequently secured a
pre-pack sale of the business and its assets to fellow
Sheffield-based firm South Yorkshire Ducting Supplies, in a deal
that safeguards all jobs at the company.

Ventilation Centre was founded in 2002 and operated from its
principal facility in Sheffield, with further satellite sites in
Leeds and Stockport.  The company provided a wide range of duct air
system products, including ducting, grilles, fans and controls.

Following the accelerated pre-pack sale process that helped to
secure Ventilation Centre's future, Chamberlain praised the
contributions of Parisi and Weatheralls for their legal and agent
input on the transaction, Business Sale relates.

Ventilation Centre's balance sheet as of June 29, 2022, shows fixed
assets valued at around GBP47,000 and current assets of
approximately GBP1 million, Business Sale states.  At the time, the
company's net assets amounted to just over GBP437,000, Business
Sale discloses.

The company's struggles came during a period of ongoing difficulty
for businesses across the UK's manufacturing sector, with operators
across many subsectors of the industry having been hit by
challenges including soaring costs for energy and raw materials,
supply chain disruption and the legacy of debts racked up during
the COVID-19 pandemic, Business Sale notes.



                           *********


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-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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