---

       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

          Wednesday, February 21, 2024, Vol. 25, No. 38

                           Headlines



F R A N C E

POSEIDON BIDCO: S&P Affirms 'B+' ICR on Refinancing and Dividend


G E R M A N Y

CIDRON GLORIA: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable
TK ELEVATOR: Fitch Affirms 'B' LongTerm IDR, Outlook Negative


I R E L A N D

OCP EURO 2017-2: Moody's Hikes Rating on EUR13.2MM F Notes to Ba3


R U S S I A

TAJIKISTAN: S&P Affirms 'B-/B' Sovereign Credit Ratings


S E R B I A

DANUBE RIVERSIDE: Public Auction Scheduled for March 22


S W E D E N

OSCAR PROPERTIES: Top Executives to Step Down Amid Financial Woes


T U R K E Y

EMLAK KATILIM: Fitch Alters Outlook on 'B-' LongTerm IDR to Stable


U K R A I N E

INTERPIPE HOLDINGS: Fitch Affirms 'CCC-' LongTerm IDR


U N I T E D   K I N G D O M

LERNEN BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Positive
MARKET HOLDCO 3: Fitch Alters Outlook on 'B' LongTerm IDR to Pos.
PLY-TEK UK: Goes Into Administration
UNDERGROUND COMMUNICATIONS: Enters Administration
VIDEO EUROPE: Falls Into Administration

WINDSOR PRINT: Goes Into Administration

                           - - - - -


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

POSEIDON BIDCO: S&P Affirms 'B+' ICR on Refinancing and Dividend
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on point of sale solutions provider Poseidon BidCo (Ingenico). At
the same time, S&P assigned its 'B+' issue rating to the EUR1.1
billion proposed senior secured term loan. The recovery rating is
'3', indicating its expectation of about 60% recovery in the event
of a payment default.

S&P said, "The stable outlook reflects that we expect revenue
decline to be modest and isolated to 2024 and that the company will
gradually return to growth in 2025, while the S&P Global
Ratings-adjusted EBITDA margin should remain between 20%-25%,
leading to debt to EBITDA comfortably below 5.5x."

On Feb. 13, 2024, Poseidon BidCo (operating under the brand name
Ingenico and owned by financial sponsor Apollo) announced that it
will issue a EUR1.1 billion term loan to refinance its outstanding
EUR1.05 billion term loan and pay a EUR100 million dividend to its
shareholders.

S&P said, "Refinancing has a marginal effect on our adjusted credit
metrics in 2024 but is expected to improve the maturity profile.
Ingenico has announced that it will issue a EUR1.1 billion term
loan to refinance its outstanding EUR1.05 billion term loan and pay
a EUR100 million dividend to its shareholders. We expect the
transaction to prolong the maturity of the term loan by two years
to 2030 from 2028, while the company also looks to reduce interest
costs. Given the company's increasing EBITDA, we still expect that
the company will reduce debt to EBITDA from 4.2x in 2023 toward
4.0x in 2024, which is within our threshold for a higher rating.
That said, we take into consideration Ingenico's financial-sponsor
ownership and the current dividend recapitalization in our
assessment of its financial policy. We therefore consider it likely
that the company will make further debt-funded dividends, which is
likely to raise leverage. In addition, the transaction is expected
to incur related costs, which will weigh on the company's free cash
flow generation. We expect free operating cash flow (FOCF) to debt
at around 7% in 2024, in line with the current rating threshold."

Revenue decline in legacy products during 2024, partially balanced
by expected growth in software and services. S&P said, "Following
revenue growth of 2.3% in 2023, primarily driven by a strong
momentum in its largest market North America, we now expect a 2.0%
decline in 2024. In our view, this fall speaks to the cyclicality
of the hardware segment (76% of sales) where sales for the year are
expected to decline by 4% from normalization in the North American
revenue stream after a strong 2023 (30% growth) and to some extent
from softened demand in EMEA. We expect Ingenico to benefit from
its No. 1 global position, with strong brand reputation and a
competitive technology platform. In our view, the company is well
positioned to capture growth." At the same time, Ingenico is
gradually changing its business model from large upfront payment
for its terminals to a smaller initial fee but with contracted
revenue for software and hardware-related services via a monthly or
annual fee. These steps should result in a higher share of
recurring revenue over time (to about 30% by 2028) and thereby
strengthen the company's ability to withstand revenue volatility.
However, the share of revenue from software and services only
represents 24% of total revenue in 2023, and is currently not
enough to withstand a downturn in the hardware segment.

Following a stronger-than-expected gross margin 2023 and in view of
further savings expected on operating expenditure in 2024,
Ingenico's EBITDA could expand despite headwind on the topline.
During 2023, Ingenico's gross margin improved significantly,
reaching 46.6% for the full year, up from about 40% on average in
2020-2022 (excluding the China business that was sold in 2023, the
average would have been 43%). The improvement primarily relates to
price increases and contract renegotiations. S&P said, "In 2024,
despite lower revenues, we expect cost savings from lower operating
costs, with an annual impact of about EUR28 million in 2024 and
EUR50 million in 2025 and onwards. Moreover, we anticipate a
significant reduction in acquisition and restructuring related
costs from EUR123 million in 2022, to EUR54 million in 2023 and
about EUR30 million in 2024-2025, as the carve-out from Worldline
in September 2022 is nearly completed. We expect these factors will
help to gradually improve the S&P Global Ratings-adjusted EBITDA
margin toward 24% in 2025, versus our preliminary expectation of
about 21.4% in 2023." That said, a prolonged or more pronounced
revenue decline, or higher than expected restructuring costs, would
weaken the EBITDA trajectory.

Outlook

The stable outlook reflects that S&P expects revenue decline to be
modest and isolated to 2024, and that the company will gradually
return to growth in 2025, coupled with the S&P Global
Ratings-adjusted EBITDA margin remaining between 20% and 25%,
leading to debt to EBITDA sustainably below 5.5x.

Downside scenario
S&P could lower the rating if Ingenico's debt to EBITDA increased
to 5.5x and its operating performance stays depressed for a
prolonged period. This could occur if:

-- The company uses debt to fund acquisitions or shareholder
distributions.

-- EBITDA projections weaken, for example due to
higher-than-expected restructuring costs, increased competitive or
inflationary pressure, or lower demand.

-- If operating performance were to strengthen, such that FOCF to
debt were sustainably above 7.5%, debt to EBITDA could increase to
6.0x before S&P would consider a downgrade.

Upside scenario

S&P could consider a positive rating action if Ingenico's revenue
stabilized and it stated a financial policy supporting debt to
EBITDA remaining below 4.5x, with FOCF to debt exceeding 10%.




=============
G E R M A N Y
=============

CIDRON GLORIA: Moody's Cuts CFR to Caa2 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has downgraded Cidron Gloria Holding
GmbH's ("GHD" or the "company") long-term corporate family rating
to Caa2 from B3 and its probability of default rating to Caa2-PD
from B3-PD. Concurrently, Moody's has downgraded to Caa2 from B3
the rating of the EUR360 million backed senior secured term loan B
maturing in August 2026 and the rating of the EUR80 million backed
senior secured revolving credit facility (RCF) maturing in February
2026, both issued by GHD Verwaltung GesundHeits GmbH Deutschland, a
subsidiary of Cidron Gloria Holding GmbH. The outlook on both
entities was changed to stable from negative.

RATINGS RATIONALE

The downgrade is indicative of GHD's consistently weak credit
metrics, including a high Moody's adjusted debt to EBITDA ratio of
9.5x, a poor interest coverage ratio of 0.9x, and limited free cash
flow generation as of the end of December 2023. The company's 2023
performance demonstrated slower than anticipated recovery in the
homecare division as well as limited margin improvement due to
continued cost pressure. The rating action is also driven by
Moody's concerns regarding GHD's capital structure, which is deemed
unsustainable given the high leverage, inadequate interest
coverage, and insufficient free cash flow generation.

Social and governance considerations were key drivers to the rating
action. These include human capital considerations, notably
challenges to attract and retain qualified nurses, and
considerations related to the company's financial policy and risk
management with a capital structure that Moody's deems
unsustainable.

The rating action also reflects Moody's expectation that
constraints on earnings and margin improvement will persist over
the next 12 to 18 months, with leverage remaining above 9.0x in
2024. There is a level of uncertainty regarding the future growth
of the homecare division due to a challenging operating
environment, persistent pricing pressure, and a competitive labour
market. The homecare division significantly contributes to the
group's revenue (44% in 2023) and EBITDA (51% in 2023). The slow
progress in recovery of this division is concerning as the company
faces substantial debt maturities in February 2026 for the RCF and
August 2026 for the term loan B, necessitating refinancing in 2025
based on 2024 metrics. While Moody's recognizes that the company's
management is implementing a plan to enhance operating efficiency
and organic growth, execution risks persist.

Considering the uncertainties surrounding EBITDA recovery, the
company's already weak liquidity could potentially deteriorate
further over the next 12 to 18 months.

GHD's Caa2 CFR reflects the company's limited scale and
concentration in Germany which exposes it to change in regulation;
the company's very high leverage which stood at 9.5x as of end
December 2023; the continuous pricing pressure from health
insurance companies reimbursing most of GHD's product and services,
which constrains the company's margins; and its weak performance in
2023 which translated into limited free cash flow generation.

At the same time, the CFR recognises the company's leading position
in the medical home care market in Germany; barriers to entry,
supported by GHD's long-term relationships with health insurance
companies, hospitals and patients; and positive underlying
fundamental trends, which drive demand for home care medical
services and products.

LIQUIDITY

Liquidity profile of GHD is weak, as the company faces large
upcoming debt maturities. As of end December 2023, the company had
EUR32.7 million of cash on balance sheet and EUR80 million RCF
which is fully undrawn. The RCF is subject to a springing covenant
(net leverage to be below 11.15x) tested if the RCF is drawn by
more than 40%. As of December 2023, the net debt leverage, as
calculated by the company, was 6.9x. Liquidity will likely continue
to weaken in the next 12 to 18 months primarily due to a projected
negative Free Cash Flow (FCF) for 2024 and potentially 2025. This
is expected to result from ongoing high interest payments and a
slight rebound in capital expenditure investments relative to last
year. GHD will face large debt maturities in February 2026 for the
RCF and August 2026 for the term loan B create challenges for the
liquidity profile.

ESG CONSIDERATIONS

Moody's has revised the governance issuer profile score from G-4 to
G-5 and the credit impact score from CIS-4 to CIS-5. The G-5 score
reflects risk factors related to financial strategy and risk
management, notably increasing refinancing risk, especially
considering the persistently high leverage and the anticipated slow
progress in recovery in the next 12 months. The CIS-5 indicates
that the rating is lower than it would have been if ESG risk
exposures did not exist and that the negative impact is more
pronounced than for issuers scored CIS-4.  This primarily reflects
significant governance exposures reflected in the G-5 score.

OUTLOOK

The stable outlook weighs the company's efforts to enhance
operating performance against its weakening liquidity position and
the heightened risk of default.

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

Ratings could be upgraded if there is a substantial improvement in
GHD's operating performance, cash flow generation, and liquidity.
This improvement should lead to more sustainable capital structure
and credit metrics, which in turn should improve prospects of
refinancing of the 2026 debt maturities at par.

Conversely, a downgrade could be triggered by a further
deterioration in the company's operating performance or in its
liquidity, increasing the likelihood of a default (or a distressed
exchange, which is a default according to Moody's definition), or
decreasing expected recovery rates in a default scenario.

STRUCTURAL CONSIDERATIONS

The PDR at Caa2-PD incorporates Moody's assumption of a 50%
recovery rate, reflecting GHD's debt structure, which is composed
of first-lien backed senior secured bank credit facilities with no
maintenance covenant. The Caa2 instrument rating on the backed
senior secured bank credit facilities is in line with the CFR in
the absence of any significant liabilities ranking ahead or behind.
The instruments share the same security package and are guaranteed
by a group of companies representing at least 80% of the
consolidated group's EBITDA. The security package consists of
shares, bank accounts and intragroup receivables.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE      
     
Cidron Gloria Holding GmbH (GHD), headquartered in Germany, is a
provider of home care medical services and a distributor of
associated medical devices and products for a broad range of
therapeutic areas, including ostomy, incontinence, enteral
nutrition, parenteral nutrition, wound care and tracheostomy.
Except for parenteral nutrition and ostomy products, which the
company also partially manufactures in-house, all the other
devices/products that the company distributes are sourced from
third-party suppliers. GHD generated EUR604 million revenue in
2023. The company has been majority-owned by funds managed and
advised by Nordic Capital since August 2014.


TK ELEVATOR: Fitch Affirms 'B' LongTerm IDR, Outlook Negative
-------------------------------------------------------------
Fitch Ratings has affirmed TK Elevator Holdco GmbH's (TKE)
Long-Term Issuer Default Rating (IDR) at 'B'. The Outlook on the
IDR remains Negative.

The affirmation and the Negative Outlook reflect Fitch's view that
TKE's free cash flow (FCF) margins will remain negative and
slightly below their downgrade sensitivity of 2% until the
financial year to September 2025, mainly due to additional
restructuring costs, albeit supported by a good liquidity
position.

TKE's gross leverage at FYE24 will remain high and slightly above
its negative sensitivity of 7.5x, but Fitch views its deleveraging
path as stronger than its previous expectations, due to additional
cost-cutting measures in the next 18-24 months.

TKE's ratings are supported by its good market position in the
elevator sector, comfortable liquidity, potential for further
profitability improvement and growth of recurring and stable
revenues on maintenance and modernisation services.

KEY RATING DRIVERS

Delayed FCF Recovery: TKE's FCF margins will remain negative and
below its negative sensitivity of 2% until FY25, which is two years
longer than previously expected. Fitch forecasts FCF generation
will be affected by additional restructuring costs. Beyond FY25,
Fitch forecasts FCF margin at around 2.5%, supported by a rise in
underlying earnings and low capex requirements, in the absence of
dividend payments and with declining restructuring costs.

Progressing Deleveraging: Fitch forecasts leverage improvement in
the short-to-medium term on growing EBITDA and FCF generation, with
stronger reduction in leverage in FY24 and beyond (by around 0.4x)
relative to its prior rating case. Its rating case shows
Fitch-calculated EBITDA gross leverage at 7.7x and 7.2x at FYE24
and FYE25, respectively, versus its negative rating sensitivity of
7.5x and reflects TKE's manufacturing restructuring measures in
Germany.

High Leverage Profile: TKE has had high leverage for a 'B' rating
since its spin-off from thyssenkrupp AG in mid-2020. Fitch believes
this key ratio will remain high through the medium term versus
similarly rated peers'. At FYE23, Fitch-calculated EBITDA gross
leverage was 8.1x and will remain around 7x until FYE26. Despite
steady growth in earnings and its expectations for gradual
repayment of its outstanding revolving credit facility (RCF),
deleveraging to below 7x is somewhat constrained by usage of
factoring.

EBITDA Margin Drivers: Fitch expects the manufacturing
restructuring in Germany - currently in progress - and higher
pricing for its existing order backlog across all business lines
(executed through bidding and/or indexation clauses) to improve
EBITDA margins. The restructuring is a new driver under the rating
case, which Fitch believes will improve Fitch-adjusted EBITDA
margin to 13.4% by FYE25, slightly higher than its prior rating
case, and considers normalisation of some input prices and likely
weaker pricing power. Fitch views a successful turnaround of the
German manufacturing driven by a product mix shift into the EOX
model, and more lean production with much lower human capital as
critical for deleveraging.

Good Market Position: TKE's position, scale and broad service
network give it an advantage over many competitors, while its
global footprint serves as a potential benefit in streamlining its
cost structure. TKE is the global number four in the elevator
industry, with a market share of around 13%. About two-thirds of
the global market is dominated by four companies, including TKE,
with the rest shared by many smaller ones.

Limited Business Profile: TKE's business profile is constrained by
its narrow product range and end-customer exposure, relative to
many other diversified industrials companies. The company makes and
services elevators and is partly dependent on property construction
cycles. This is offset by TKE's strong cycle-proof maintenance
business and the good geographic diversification of its business,
which limits the effect of the cyclicality in the property sector.

DERIVATION SUMMARY

TKE's present cash flows have been lower than that of direct peers
such as OTIS Worldwide Corporation, Schindler Holding Limited or
KONE Oyj, which benefit from a more streamlined cost structure, and
other high-yield diversified industrials issuers such as INNIO
Group Holding GmbH (B/Positive) or Ammega Group B.V. (B-/Stable),
which like TKE, specialise in a fairly narrow range of products.

TKE's gross leverage is also weaker than most similarly rated
peers' and the sector's for the rating over the medium term,
despite Fitch's expectations of deleveraging. Similarly rated INNIO
has leverage of around 5x for 2023E-2024F while lower-rated Ammega
has 6.9x for 2023E and 6.3x for 2024F, both lower than TKE's.
However, TKE has a superior business profile than these peers, with
much greater scale and global diversification and a stronger market
position and less vulnerability to economic cycles and shocks, as
demonstrated during the recent downturn.

KEY ASSUMPTIONS

- Revenue to increase 3.0% in FY24, 2.2% in FY25, and 2.8% in FY26

- EBITDA margin improving to 13.3% in FY24 and 13.4% in FY25 around
which it will stabilise to FY26 on cost-cutting measures and price
increases

- Higher capex in FY24 (2.4% of revenue) due to EOX project
implementation, then at around 1.6% of in FY25-FY27

- No dividend payments

- RCF repayment by FYE26

RECOVERY ANALYSIS

Fitch's recovery analysis follows the agency's bespoke analysis for
issuers in the 'B+' and below range with a going-concern (GC)
valuation yielding higher realisable values in distress than
liquidation. This reflects the globally concentrated market of
elevator manufacturers, where the top four companies have almost a
70% total market share. TKE holds the number four position, has a
robust business profile with sustainable cash flow generation
capacity, defensible market position and products that are strongly
positioned on the global market.

Fitch assumes a GC EBITDA of around EUR840 million would result in
marginally but persistently negative FCF, effectively representing
a post-distress cash flow proxy for the business to remain a GC. In
this scenario, TKE depletes internal cash reserves due to less
favourable contractual terms with customers, which Fitch assumes
could help the company in rebuilding the order book
post-restructuring.

Fitch applies a 6x distressed enterprise value/EBITDA multiple.
This leads to a total estimated enterprise value of EUR5,040
million. This reflects TKE's leading market position, high
recurring revenue base and international manufacturing and
distribution diversification.

Fitch views factoring as super senior financial debt, and therefore
ranks it ahead of senior secured debt. Fitch assumes its EUR992
million RCF is fully drawn in distress while its local facility of
EUR335 million is eliminated from the waterfall analysis as it is
cash-collateralised.

Its waterfall analysis generated a ranked recovery in the 'RR3'
band, indicating a 'B+' instrument rating, one notch higher than
the IDR, for the senior secured loans and notes totalling EUR7,026
million issued by TK Elevator Midco GmbH and TK Elevator U.S. Inc.
This followed a deduction of 10% for administrative claims and
after considering the priority of factoring, total senior secured
debt of EUR8,018 million and senior unsecured debt of EUR1,573
million. The waterfall analysis output percentage on current
metrics and assumptions was 54%.

Using the same assumptions, its waterfall analysis output for the
senior unsecured EUR963 million notes issued by TK Elevator Holdco
GmbH and EUR610 million privately placed senior unsecured notes
generated a ranked recovery in the 'RR6' band, indicating an
instrument rating of 'CCC+'. The waterfall analysis output
percentage on current metrics and assumptions was zero.

RATING SENSITIVITIES

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

- EBITDA leverage below 6x

- FCF margin above 3%

- EBITDA interest coverage above 3x

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

- EBITDA leverage above 7.5x by FYE25 with a lack of positive
momentum in deleveraging to FY25

- EBITDA margin below 12%

- FCF margin below 2%

- EBITDA interest coverage below 2x

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At FYE23 TKE had EUR667million of reported
cash and short-term financial investments, which Fitch restricts by
1% for intra-year operating needs. Its EUR992 million RCF maturing
in 2027 was drawn down to EUR138 million.

Fitch assesses TKE's liquidity position as comfortable over the
forecast period, based on its expected undrawn RCF, despite a
forecast negative FCF margin of 1.8% in FY24. Fitch forecasts FCF
margins of 1.8%-2.5% in FY25-FY26, supported by a light capex
business model, no further restructuring costs and lack of dividend
payments.

Debt Structure: TKE has a long-term debt maturity schedule, with
senior secured debt maturing in mid-2027, while its senior
unsecured debt matures in mid-2028. Although maturities are
distant, Fitch believes the company's financial flexibility is weak
due to high bullet refinancing risk, lower coverage ratios and
still high leverage.

ISSUER PROFILE

ESG CONSIDERATIONS

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
   -----------            ------         --------   -----
TK Elevator
Holdco GmbH         LT IDR B    Affirmed            B

   senior
   unsecured        LT     CCC+ Affirmed   RR6      CCC+

TK Elevator U.S.
Newco, Inc.

   senior secured   LT     B+   Affirmed   RR3      B+

TK Elevator
Midco GmbH

   senior secured   LT     B+   Affirmed   RR3      B+




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

OCP EURO 2017-2: Moody's Hikes Rating on EUR13.2MM F Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by OCP EURO CLO 2017-2 Designated Activity Company:

EUR26,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa1 (sf); previously on Aug 25, 2022
Upgraded to Aa3 (sf)

EUR22,300,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to A1 (sf); previously on Aug 25, 2022
Affirmed Baa1 (sf)

EUR24,100,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa3 (sf); previously on Aug 25, 2022
Affirmed Ba1 (sf)

EUR13,200,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Ba3 (sf); previously on Aug 25, 2022
Affirmed B1 (sf)

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

EUR245,400,000 (Current outstanding amount EUR146,230,405) Class A
Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf);
previously on Aug 25, 2022 Affirmed Aaa (sf)

EUR59,200,000 Class B Senior Secured Floating Rate Notes due 2032,
Affirmed Aaa (sf); previously on Aug 25, 2022 Upgraded to Aaa (sf)

OCP EURO CLO 2017-2 Designated Activity Company, issued in December
2017, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Onex Credit Partners, LLC with Onex Credit
Partners Europe LLP acting as sub manager (together "Onex"). The
transaction's reinvestment period ended in January 2022.

RATINGS RATIONALE

The rating upgrades on the Class C, Class D, Class E and Class F
notes are primarily a result of the deleveraging of the Class A
notes following amortisation of the underlying portfolio since the
last review in June 2023.

The affirmations on the ratings on the Class A and Class B 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 note has paid down by approximately EUR96.0 million
(39.1%) since the last review in June 2023 and EUR99.2 million
(40.4%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated May 2023 [1] the
Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 138.93%, 127.82%, 119.68%, 111.96% and 108.15% compared
to January 2024 [2] levels of 147.95%, 133.57%, 123.37%, 113.96%
and 109.39%, respectively. Moody's notes that the January 2024
principal payments are not reflected in the reported OC ratios.

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: EUR322.2m

Diversity Score: 49

Weighted Average Rating Factor (WARF): 2797

Weighted Average Life (WAL): 3.2 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.84%

Weighted Average Coupon (WAC): 2.52%

Weighted Average Recovery Rate (WARR): 44.59%

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.

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.




===========
R U S S I A
===========

TAJIKISTAN: S&P Affirms 'B-/B' Sovereign Credit Ratings
-------------------------------------------------------
S&P Global Ratings, on Feb. 16, 2024, affirmed its 'B-' long-term
and 'B' short-term foreign and local currency sovereign credit
ratings on Tajikistan. The outlook remains stable. The transfer and
convertibility assessment is 'B-'.

Outlook

The stable outlook reflects S&P's expectation that Tajikistan will
sustain moderate debt-service needs over the next 12 months. This
stems from the still-high component of concessional borrowing in
the government's debt stock that helps offset risks from the
country's structurally volatile external position.

Downside scenario

S&P said, "We could lower the rating if Tajikistan's external debt
levels increase sharply or if geopolitical risks escalate,
resulting in pronounced pressure on its exchange rate and foreign
currency reserves. We could also lower the rating if Tajikistan's
government debt-servicing capacity becomes strained, for example,
because of reduced access to concessional funding."

Upside scenario

S&P could consider an upgrade if we observed structural
improvements in Tajikistan's economic position, ultimately lifting
the country's income levels, without creating external and fiscal
imbalances. A reduction in the government's debt interest costs or
sustained decrease in the fiscal risks associated with state-owned
enterprises (SOEs) could also support creditworthiness.

Rationale

Tajikistan's economy has remained resilient amid fallout from the
Russia-Ukraine conflict. Since 2022, strong labor remittances,
capital inflows, primarily from Russia, and a stable exchange rate
have supported Tajikistan's economic performance and strengthened
its external balance sheet. Contained fiscal deficits and high
nominal GDP growth have also placed government net debt to GDP on a
downward path, while increasing activity in the mining sector, amid
strong gold prices, have boosted foreign exchange (FX) reserves to
seven months of current account payments.

In a bid to enhance domestic energy security and raise renewable
energy export potential, Tajikistan has engaged with concessional
partners to mobilize external financing for its flagship Rogun
Hydro Power Project (HPP). In 2023, the Tajik government negotiated
financing packages with the Eurasian Development Bank, Saudi
Islamic Development Bank, Saudi Development Fund, and Chinese Asian
Infrastructure Investment Bank to finance about 50% of the
estimated $6 billion required to complete the project by 2035. S&P
estimates this will increase Tajikistan's external debt stock by an
additional $250 million annually from 2024, alongside the $200
million-$250 million spent on the project each year in local
currency via the state budget.

S&P said, "In our view, Tajikistan's government debt-service
obligations will remain moderate over the next 12 months, owing to
the high component of concessional borrowing in the government's
debt stock. The first of six semi-annual principal payments of $63
million on the country's only Eurobond issuance will commence in
March 2025. We expect continued support from multilateral
development partners will help the authorities meet its external
and fiscal financing needs."

Institutional and economic profile: Tajikistan's economy still
relies on Russia for trade and labor remittances

-- Tajikistan's GDP per capita remains one of the lowest globally,
estimated at $1,300 in 2024.

-- Flagship infrastructure projects to increase hydroelectricity
energy capacity could support medium- to long-term trade and growth
prospects.

-- President Emomali Rahmon has been at the helm of political
power since 1992, with decision-making centralized and succession
processes untested.

S&P said, "According to official statistics, Tajikistan's real GDP
expanded 8.3% in 2023, compared with 8.0% in 2022, on broad-based
growth in the export-oriented agriculture, construction, and mining
sectors. We forecast growth will revert to historical averages of
6% over the medium term, as industrial sector growth moderates in
line with our assumption of softening metal prices (S&P Global
Ratings assumes gold prices of $1,850 per ounce [/oz] in 2024,
$1,700/oz in 2025, and $1,500/oz in 2026. In our view, the
disclosure of more complete national accounts data would enhance
the visibility of macroeconomic risks.

"A potential source of growth beyond our forecast horizon is
expanding electricity production. Tajikistan commenced the
construction of Rogun HPP in 2016, disbursing $3 billion since
inception to finance the project's first two of six turbines (the
third turbine is expected in 2025). In 2023, the government
budgeted Tajikistani somoni (TJS) 2,506 million ($236 million; 2%
of GDP) for Rogun HPP, in line with previous years, but funding
from multilateral lending institutions will likely be required to
finalize the additional turbines and to maintain those already
completed. We understand that the government is securing
concessional external funding of up to $3 billion, comprising 50%
of the total remaining cost of $6 billion to finalize the project
as scheduled by 2035."

Other growth-enhancing investment projects include the
rehabilitation and modernization of the Kairakkum, Golovnaya, and
Nurek HPPs, all of which are expected to improve domestic energy
production. Additionally, the regional Central Asia-South Asia
power project (CASA-1000), which could allow Tajikistan and
Kyrgyzstan to supply hydroelectric power to Pakistan via
Afghanistan, is planned to finalize construction work in Kyrgyzstan
and Pakistan by end-2024 (95% of the construction work in
Tajikistan has been completed). In November 2023, the World Bank
approved an additional $21 million in grant funding for CASA-1000
to finance the remaining construction and commissioning works in
Tajikistan.

S&P said, "In our view, Tajikistan continues to maintain a broad
policy of international neutrality. Relations with Russia remain
strong both commercially and militarily, while those with China
have strengthened in recent years following increased inflows of
Chinese capital into Tajik public infrastructure and mining
projects. That said, geopolitical risks could still stem from a
potential escalation of tensions in Afghanistan or the autonomous
Gorno-Badakhshan region, in eastern Tajikistan. Border
disagreements with neighboring Kyrgyzstan have also flared into
sporadic bouts of violence in the disputed zones, but we understand
the two countries are currently negotiating a border demarcation
deal.

"In our view, Tajikistan's highly centralized decision-making could
undermine policymaking predictability. We acknowledge, however,
that it has also provided a relatively high degree of political
stability. President Rahmon has dominated Tajikistan's political
landscape since the mid-1990s, when a long civil war ended, and the
economy started to recover from the substantial recession that
followed the dissolution of the Soviet Union in 1991. The president
has ultimate decision-making power and is serving his fifth
consecutive term after reelection in October 2020. The country's
constitution sets no limit on the number of presidential terms,
while the presidential administration controls strategic decisions
and sets the policy agenda."

Flexibility and performance profile: External and fiscal balance
sheets have improved despite lingering structural vulnerabilities

-- Even though Tajikistan's external position has strengthened on
the back of resilience in gold exports and remittance inflows, the
economy remains exposed to external shocks.

-- General government debt is moderate as a share of GDP, but the
high level of debt at loss-making SOEs pose contingent liability
risks.

-- S&P views monetary policy effectiveness as limited considering
the country's small domestic banking system and shallow capital
markets.

Tajikistan's external position continued to strengthen after the
country posted its fourth consecutive current account surplus of
about 2% of GDP in 2023. Despite a normalization of labor
remittances following a positive shock in 2022, gold exports to
Switzerland, which had temporarily collapsed due to stricter
international compliance standards following the outbreak of the
Russia-Ukraine conflict, recovered in the fourth quarter of 2023.
S&P projects the current account will slide to deficits of about 2%
of GDP over its forecast horizon to 2027, in line with its
assumption of declining gold prices.

Structurally, Tajikistan's external position remains susceptible to
global shocks, reflecting the country's narrow export base, high
dependence on imports, and strong reliance on workers' remittances,
largely from Russia (which comprises about 85% of remittances).
Although trade exposure to neighboring China, Kazakhstan, and
Uzbekistan has increased since the start of the Russia-Ukraine
conflict, Russia remains one of Tajikistan's largest trading
partners, accounting for about one-quarter of the total trade
(mostly fuel imports).

In 2022, Tajikistan introduced a new tax code aimed at broadening
the tax base and modernizing administration. To that end, the
government reduced the number of taxes to seven from 10 and lowered
rates on resident and nonresident income, corporate income, and
standard value-added tax (VAT). In 2023, tax revenue increased to
20% of GDP from 17% in 2022, as the expansion in industry and
construction translated into strong growth in corporate, property,
and non-income tax revenue. On the expenditure front, capital
outlays increased due to higher spending on energy and transport
projects, while public sector wages, pensions, and student
allowances also surged following a 20% nominal rate hike in July
2023.

S&P said, "We project the general government deficit will average
2.1% of GDP over 2024-2027 (excluding credit lines from revenue),
compared to a deficit of 1.1% in 2023. This assumes another planned
public sector wage adjustment of about 40% in 2024 and continued
on-budget capital expenditure for Rogun HPP of about 1%-2% of GDP
annually. We also forecast a spike in interest costs related to the
three-year repayment of $40 million of debt suspended under the
Debt Service Suspension Initiative (DSSI) over 2020-2023. Together
with the recent issuance of new domestic securities at
market-determined yields of 6%-8%, compared to 1%-2% historically,
interest costs are expected to rise to 5.7% of general government
revenue on average over 2024-2027, from 4.6% in 2023."

A high proportion of central government debt -- about 90% of total
debt -- is denominated in foreign currency, exposing the
government's balance sheet to the risk of exchange-rate volatility.
However, currency depreciation has been partially offset by the
central bank's sales of foreign exchange in recent years, amounting
to $292 million (2% of GDP) in 2023. Because of strong GDP growth
and slower accumulation of debt, net general government debt
declined to about 24% of GDP in 2023, from about 41% in 2020. S&P
forecasts a modest rise in the net debt-to-GDP ratio to 28% by
2027, reflecting some weakness in the currency and slower economic
growth.

Tajikistan's government issued its only commercial external debt
obligation, a $500 million Eurobond, in 2017 to fund the first two
turbines of the Rogun HPP. The bond was issued with a maturity of
10 years, and principal payments of $83 million (0.8% of GDP) to be
made in six equal semi-annual instalments commencing March 2025
(and subsequently in September 2025). Until then, the government's
commercial debt service relates to annual interest payments on the
bond of about $35.6 million (0.3% of GDP), based on an interest
rate of 7.125%. S&P understands the proceeds from the Eurobond
issuance have been fully utilized, and the remainder of the project
will be funded through domestic sources and other concessional
external loans given the country's non-concessional borrowing
limit.

S&P said, "Our assessment of Tajikistan's public finances includes
material contingent liabilities from SOEs. In our view, high debt
levels at loss-making SOEs -- especially in the energy,
communications, transport, and financial sectors -- present sizable
fiscal risks to the government. Governance and transparency
standards at SOEs remain weak. Also, we understand the weak
financial position of some SOEs requires government intervention to
service their debt. We broadly estimate SOE liabilities, including
loans and arrears, at about 35% of GDP, of which about 80% is held
by the national power company Barqi Tojik (BT). Separately, the
government continues to guarantee external loans for enterprises
such as BT and Khujand Water Supply (amounting to $140 million;
1.2% of GDP in 2023), which we include in our calculation of
general government debt."

BT's structural earnings deficit predominantly stems from the
company's sale of electricity below cost recovery. To address this
issue, the government committed to the financial recovery of BT
over 2022-2031 (previously 2019-2025). This plan aims at raising
average domestic power tariffs to full-cost recovery levels and
reducing BT's technical and commercial losses, resulting in the
government raising electricity prices for residential and
industrial consumers by 17% in October 2022 and for TALCO in
January 2023. S&P understands the current tariff remains below
cost-recovery levels, affecting BT's financial health, and that
full cost-recovery could take up to 10-years.

S&P said, "In our view, monetary policy effectiveness remains
limited due to the country's shallow capital markets, high reliance
on cash (which comprises three-quarters of the total money supply),
and dollarization. Average inflation fell to 3.8% in 2023, from
4.2% in 2022, below regional peers and the National Bank of
Tajikistan's (NBT's) target range of 6% plus or minus 2 percentage
points. This largely owes to relatively tight monetary policy,
exchange rate stability, and agricultural import substitution. In
response to subdued prices, the NBT lowered its policy rate by 50
basis points to 9.5% in February 2024. We forecast inflation will
rise to 4% in 2024, as some exchange rate depreciation increases
prices of imported goods (which represent roughly 60% of the
consumption basket).

"The NBT has increased banking system oversight and tightened
underwriting standards in recent years. However, we think the
financial sector still exhibits high credit risk due to banks'
lending and underwriting standards, low levels of household wealth,
and high credit concentration. Nonperforming loans declined to
12.5% of total loans in 2023 from a peak of 46.8% in 2016, but they
remain elevated due to banks' outsized exposure to loss-making
SOEs. Dollarization levels have been trending downward but remain
high: FX-denominated deposits and loans accounted for 44.5% and
32.7% of total deposits and loans, respectively, at end-2023."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  RATINGS AFFIRMED

  TAJIKISTAN

  Sovereign Credit Rating               B-/Stable/B

  Transfer & Convertibility Assessment  B-

  Senior Unsecured                      B-




===========
S E R B I A
===========

DANUBE RIVERSIDE: Public Auction Scheduled for March 22
-------------------------------------------------------
Iskra Pavlova at SeeNews report that Serbia's state bankruptcy
supervision agency announced on Feb. 20 the sale of bankrupt
Belgrade-based company Danube Riverside, including its assets such
as the historic Hotel Jugoslavija, with a starting price of RSD3.18
billion (US$27.7 million/EUR25.6 million).

Apart from Hotel Jugoslavija, Danube Riverside assets include
45,613 square metres of land which it owns jointly with local
financial firm MV Investment, the agency said in a tender
invitation, SeeNews relates.

The estimated value of bankruptcy debtor Danube Riverside as a
legal entity is RSD6.35 billion, twice the minimum ask price in the
tender, SeeNews notes.

Interested investors should submit their proposals by
March 18, SeeNews states.  According to SeeNews, the public auction
for the sale of Danube Riverside will take place on March 22.

The commercial court in Belgrade launched bankruptcy proceedings
against Danube Riverside in November 2021, with bankruptcy
officially declared in May 2022, SeeNews recounts.




===========
S W E D E N
===========

OSCAR PROPERTIES: Top Executives to Step Down Amid Financial Woes
-----------------------------------------------------------------
Jonas Ekblom at Bloomberg News reports that two of the most
high-ranking executives of Oscar Properties Holding AB are leaving
the beleaguered Swedish property developer as it struggles for
survival amid a dramatic financing crunch in the Swedish real
estate sector.

Chief Executive Officer Carl Janglin and Chief Financial Officer
Magnus Thimgren said on Feb. 19 they will leave their respective
positions after less than a year, Bloomberg relates.  Mr. Janglin
will remain with Oscar Properties until a successor is in place,
Bloomberg notes.

According to Bloomberg, Oscar Properties has been hit with two
separate bankruptcy claims from creditors in recent weeks.  In
January, Mr. Janglin warned the firm may have to enter
restructuring after selling a portfolio of its properties at a
massive discount, Bloomberg recounts.  On Feb. 16, the landlord
postponed its fourth-quarter earnings report until April, quoting a
"number of challenges" in the period, discloses.

Oscar Properties initially became famous in the Nordic country for
its luxury developments, including several landmark buildings in
the Swedish capital, has struggled for several years.  Amid a
previous crunch in 2022, the company shifted its focus to manage
warehouses and other logistical properties.  It currently owns 60
properties across Sweden with a combined value of SEK5.3 billion
(US$510 million), according to its latest quarterly report.




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

EMLAK KATILIM: Fitch Alters Outlook on 'B-' LongTerm IDR to Stable
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Turkiye Emlak Katilim
Bankasi A.S.'s (Emlak Katilim) Long-Term (LT) Foreign-Currency (FC)
Issuer Default Rating (IDR) to Stable from Negative and affirmed
the LTFC IDR at 'B-' and LT Local-Currency (LC) IDRs at 'B'. Fitch
has also affirmed the bank's Viability Rating (VR) at 'b-' and
National Rating at 'AA(tur)' with a Stable Outlook.

The Outlook revision reflects Fitch's view that risks to the bank's
standalone credit profile are manageable, given improved
profitability and sufficient FC liquidity buffers. Near-term
operating environment risks have abated following Turkiye's return
to a more conventional and consistent policy mix. However, risks
remain due to still challenging market conditions, including
multiple macroprudential regulations, as well as expected pressures
on asset quality amid the higher lira interest rate and slower
growth environment.

KEY RATING DRIVERS

VR Drives LTFC IDR: Emlak Katilim's LTFC IDR is driven by its 'b-'
VR. The VR reflects its concentrated operations in the challenging
Turkish market, rapid financing growth despite its still developing
risk framework, fairly short record of operations, concentration
risks and weak core capitalisation. However, it also considers the
bank's limited but growing participation banking franchise and
limited wholesale funding. The Short-Term IDR of 'B' is the only
possible option mapping to LT IDRs in the 'B' category.

Sovereign Support Drives LTLC IDR: The bank's LTLC IDR is driven by
state support, reflecting its view of a higher sovereign ability to
provide support and lower government intervention risk in LC. The
Stable Outlook reflects that on the sovereign.

Operating Environment Pressures Recede: Emlak Katilim's operations
are concentrated in the challenging Turkish operating environment.
The recent shift towards the normalisation of the monetary policy
has reduced near-term macro-financial stability risks and decreased
external financing pressures. Banks remain exposed to high
inflation, lira depreciation, slowing growth expectations, and
macroprudential regulations, despite the recent simplification
efforts.

Small, Growing Franchise: Emlak Katilim is a growing state-owned
participation bank. It has grown rapidly from a small base since
its establishment. However, its franchise remains limited (market
shares below 1% of banking sector assets, financing and deposits),
which results in limited competitive advantages.

High Risk Appetite; Concentration: Emlak Katilim's underwriting
standards are still developing given the bank's short record and
high financing growth, despite moderation in 9M23 (10% FX-adjusted;
2022: 72%). Concentrations are high, reflecting the bank's small
size. Exposure to construction and real estate (end-3Q23:12% of
total financing) and SMEs (28%) also add to the risks.

Asset Quality Risks: Emlak Katilim's non-performing and Stage 2
financing ratios were a low 0.4% each at end-3Q23, supported by
financing growth. Asset quality risks remain high, given
concentrations and seasoning risks amid higher Turkish lira rates
and slower expected GDP growth. In addition, FC financing
(end-3Q23: 22%), although below the sector average (32%), remains a
risk as not all borrowers will be hedged against lira
depreciation.

Boosted Profitability: The bank's operating profit/average total
assets increased to 8.5% in 9M23 (2022: 5.5%), supported by higher
fee and trading income, which offset net financing margin
contraction. Emlak Katilim's profitability was also supported by
impairment reversals. Fitch expects profitability to weaken
moderately in 2024, amid slower GDP growth and continued pressure
on lira deposit costs. It also remains sensitive to asset-quality
risks and potential macro and regulatory developments.

High Leverage; Ordinary Support: The bank's common equity Tier 1
ratio increased to 17.9% at end-3Q23 (11.3% net of forbearance)
from 16.9% at end-2022, supported by internal capital generation.
However, Emlak Katilim's leverage is high (equity/total assets:
6.8%; sector: 9%). The bank benefits from a 50% risk-weighting on
exposures allocated from participation pools (alpha effect;
end-3Q23: 522bp uplift to the common equity Tier 1 ratio). Fitch
considers core capitalisation weak given the bank's high leverage,
rapid growth and sensitivity to Turkish lira depreciation,
notwithstanding the benefit of ordinary state support.

High Non-Resident Deposit Funding: Emlak Katilim is mainly funded
by customer deposits (end-3Q23: 90% of non-equity funding).
Wholesale FC funding is limited (5%), and almost entirely from
additional Tier 1 provided by the government, which limits
refinancing risk. However, at end-3Q23, an above-sector average 64%
of deposits were in FC, which heightens risks to FC liquidity in
case of sector-wide deposit instability, particularly given high
depositor concentration. The share of non-resident deposits was
very high at 28% of total deposits, increasing concentration risks
and driving the higher FC share in deposits.

RATING SENSITIVITIES

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

The bank's LTFC IDR is sensitive to a downgrade of its VR, a change
in Fitch's view of government intervention risk in the banking
sector and potentially to a sovereign downgrade.

The bank's VR could be downgraded due to marked deterioration in
the operating environment, most likely due to a sovereign
downgrade, particularly if it leads to erosion of the bank's FC
liquidity or capital buffers, for example, due to a prolonged
funding market closure or deposit instability, or a material
deterioration of asset quality metrics.

Emlak Katilim's LTLC IDR would be downgraded if Turkiye's LTLC IDR
was downgraded, Fitch believed the sovereign's propensity to
provide support in LC had reduced, or its view of the likelihood of
intervention risk in the banking sector in LC increases.

The Short-Term IDRs are sensitive to changes in the bank's
Long-Term IDRs.

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

An upgrade of the bank's LTFC IDR would require a sovereign upgrade
and a reduction in Fitch's view of government intervention risk in
the banking sector. This would also require an upgrade of the VR,
on the back of a marked improvement in the operating environment,
coupled with a considerable strengthening of its business profile,
an improved funding franchise, a sustained, significant improvement
in underlying profitability and maintenance of adequate asset
quality metrics.

An upgrade of the sovereign's LT LC IDR would likely lead to
similar action on the bank's LTLC IDR.

The ST IDRs are sensitive to positive changes in their respective
Long-Term IDRs, but would require a multi-notch upgrade.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The 'AA(tur)' National Long-term Rating at reflects its view of
Emlak Katilim's creditworthiness in LC relative to that of other
Turkish issuers, and is in line with other state-owned deposit
banks. The National Rating is underpinned by its view of government
support in LC.

Emlak Katilim's 'ns' GSR reflects the sovereign's weak financial
flexibility to provide support in FC, given its weak external
finances and sovereign FC reserves. This is despite Fitch believing
the government has a high propensity to provide support, given
Emlak Katilim's ownership, the strategic importance of
participation banking to the authorities and the record of capital
support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The National Rating is sensitive to changes in Emlak Katilim's LTLC
IDR and its creditworthiness relative to other Turkish issuers.

The GSR could be upgraded if Fitch views the government's ability
to support the bank in FC has strengthened.

VR ADJUSTMENTS

The operating environment score of 'b-' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reasons: sovereign rating (negative) and macroeconomic
stability (negative). The latter adjustment reflects heightened
market volatility, high dollarisation and high risk of FX movements
in Turkiye.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Emlak Katilim's LTLC IDR is driven by support from the Turkish
authorities.

ESG CONSIDERATIONS

Emlak Katilim's ESG Relevance Scores of '4' for Governance
Structure and Management Strategy due to potential government
influence over its board's effectiveness and management strategy in
the challenging Turkish operating environment, which has a
moderately negative impact on the bank's credit profile, and is
relevant to the ratings in conjunction with other factors.

The ESG Relevance Management Strategy score of '4' also reflects
increased regulatory intervention in the Turkish banking sector,
which hinders the operational execution of management strategy,
constrains management ability to determine strategy and price risk
and creates an additional operational burden for banks. This has a
moderately negative credit impact on the bank's rating in
combination with other factors.

Emlak Katilim's ESG Relevance Governance Structure Score of '4'
also takes into account its status as an Islamic bank. Its
operations and activities need to comply with sharia principles and
rules, which entails additional costs, processes, disclosures,
regulations, reporting and sharia audit. This results in a negative
impact on the bank's credit profile and is relevant to the rating
in combination with other factors.

In addition, Islamic banks have an ESG Relevance Score of '3' for
Exposure to Social Impacts (above sector guidance for an ESG
Relevance Score of '2' for comparable conventional banks), which
reflects that Islamic banks have certain sharia limitations
embedded in their operations and obligations, although this only
has a minimal credit impact on the entities.

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

   Entity/Debt                     Rating               Prior
   -----------                     ------               -----
Turkiye Emlak
Katilim Bankasi
A.S.               LT IDR             B-     Affirmed   B-
                   ST IDR             B      Affirmed   B
                   LC LT IDR          B      Affirmed   B
                   LC ST IDR          B      Affirmed   B
                   Natl LT            AA(tur)Affirmed   AA(tur)
                   Viability          b-     Affirmed   b-
                   Government Support ns     Affirmed   ns




=============
U K R A I N E
=============

INTERPIPE HOLDINGS: Fitch Affirms 'CCC-' LongTerm IDR
-----------------------------------------------------
Fitch Ratings has affirmed Interpipe Holdings Plc's Long-Term
Issuer Default Rating (IDR) and senior unsecured rating at 'CCC-'.
The Recovery Rating on the senior unsecured debt is 'RR4'.

Interpipe's rating reflects the high risk of damage or disruption
at its five facilities in central Ukraine, which generate its
operating cash flow, due to their proximity to the conflict zone.
The rating also reflects high-risk operating environment and
refinancing risk linked to outstanding debt. Nonetheless, Fitch
expects the company will be able to maintain liquidity in the near
term to service its financial obligations in 2024, including
coupons on its USD300 million bonds, minor amortisation of local
bank debt and performance-sharing fees linked to its previous debt
restructuring.

KEY RATING DRIVERS

Resilient Operations Despite War: Interpipe is operating its
facilities at 60%-70% of pre-war utilisation levels, supported by a
stabilisation of energy supply, and is adapting logistics channels
over time to limit the impact of capacity constraints and
disruptions. Its assets in central Ukraine remain undamaged,
despite the war. Operations nevertheless are vulnerable to energy
disruptions and/or shortages amid opportunistic targeting of
Ukrainian infrastructure by Russian forces, while its Nikotube
facility is located across the river from the frontline and
continues to be subject to shelling from time to time.

Strong Financial Performance: Fitch estimates Interpipe generated
more than USD330 million of Fitch-adjusted EBITDA in 2023. Earnings
have been bolstered by favourable demand and pricing for OCTG pipes
amid boosted activity in the upstream oil and gas sector linked to
geopolitical tensions and security-of-supply concerns. Also,
Interpipe has benefited from reduced tariffs on Ukrainian steel
products in the US and EU. Fitch expects a moderation in earnings
towards mid-cycle levels over 2024-2025 as market conditions for
key products become more balanced.

Cash Preservation in Focus: Over 2022 and 2023 Interpipe has
significantly reduced discretionary expenditure, particularly
capex, and was able to boost free cash flow (FCF) generation. As a
result, the company has built meaningful financial flexibility (a
cash balance of USD279 million at end-September). Despite an
expected increase in capex for required maintenance and asset
upgrades, Fitch expects Interpipe to preserve a comfortable cash
buffer on its balance sheet over 2024-2025 while management weigh
up options to address the 2026 bond maturity.

DERIVATION SUMMARY

Interpipe's 'CCC-' rating reflects its small scale, concentrated
nature of its assets and a high-risk operating environment amid the
Russian invasion of Ukraine. Metinvest B.V. is rated one notch
higher at 'CCC' due to cash-generating assets outside of Ukraine,
supporting its business profile and financial flexibility, while
Ferrexpo plc is rated at 'CCC+' due to absence of financial debt.

KEY ASSUMPTIONS

- EBITDA of USD230 million in 2024, down from more than USD330
million in 2023

- Capex USD75 million in 2024, up from USD35 million in 2023

- Extension of an upstreamed shareholder loan of USD50 million in
2024, versus USD85 million in 2023

- Broadly neutral FCF - after performance-sharing fees and
upstreamed shareholder loan - in 2024, versus USD65 million in
2023

RECOVERY ANALYSIS

RECOVERY ANALYSIS ASSUMPTIONS

Its recovery analysis assumes that Interpipe would be a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated.

Interpipe's GC EBITDA of USD120 million is well below its mid-cycle
estimate and captures that in a financial restructuring either not
all assets remain operational or logistics constraints may limit
exports amid the military conflict.

Fitch uses an enterprise value/EBITDA multiple of 3.0x to calculate
a post-reorganisation valuation, reflecting the concentrated nature
of key manufacturing assets in a territory with military conflict.

Taking into account its Country-Specific Treatment of Recovery
Ratings Rating Criteria and after a deduction of 10% for
administrative claims, its waterfall analysis resulted in a
waterfall-generated recovery computation (WGRC) in the 'RR4' band,
indicating a 'CCC-' rating for the company's senior unsecured
notes. The WGRC output percentage on current metrics and
assumptions is 50%.

RATING SENSITIVITIES

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

- De-escalation of Russia's war in Ukraine, facilitating a
re-opening of logistics routes and reducing operating risks

- Repayment of all outstanding gross debt

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

- Default of some kind appearing probable or near default, e.g.
decision not to pay coupon or inability to service debt

- An intensification of the conflict with Russia leading to damage
to key production assets

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Although Interpipe extended an USD85 million
upstreamed shareholder loan and paid performance-sharing fees of
around USD49 million in 2023, it maintains in excess of USD200
million of available liquidity, a large proportion of which is held
offshore.

As long as its assets remain operational and the company continues
to generate operating cash flow, Interpipe will be able to service
its financial obligations in 2024, including cash interest (USD25.1
million bond coupon plus incremental interest for a domestic loan),
performance-sharing fees (linked to the previous refinancing) and
minimal principal (linked to a domestic loan facility with a
Ukrainian bank), totaling an estimated USD100 million for 2024.
Interpipe has no significant debt repayment ahead of its USD300
million bond due in May 2026.

ISSUER PROFILE

Interpipe is a Ukrainian producer of high value-added steel
products, mostly pipes and railway wheels.

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
   -----------                 ------         --------   -----
Interpipe Holdings Plc   LT IDR CCC- Affirmed            CCC-
   
   senior unsecured      LT     CCC- Affirmed    RR4     CCC-




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

LERNEN BIDCO: Fitch Affirms 'B-' LongTerm IDR, Outlook Positive
---------------------------------------------------------------
Fitch Ratings has affirmed Lernen Bidco Limited's (Cognita)
Long-Term Issuer Default Rating (IDR) at 'B-' with Positive
Outlook. Fitch has also affirmed Cognita's aggregate EUR1,260
million term loan facilities (TLBs), including a recently allocated
EUR100 million add-on, due in 2029, at 'B-' with a 'RR4' Recovery
Rating.

Cognita's IDR is constrained by high EBITDAR gross leverage at
around 8.4x in the financial year to August 2023 (on a reported
basis); however, Fitch forecasts that leverage will improve towards
7.0x in FY24-FY25. EBITDAR interest coverage is likely to remain
below 1.8x in FY24. Expansion of schools weighs on near-term free
cash flow (FCF), which will, however, turn positive in FY25.

The Positive Outlook reflects Fitch's forecasts that leverage,
interest coverage and FCF will move towards its upgrade
sensitivities over the next 12-18 months, if accompanied by further
discipline in M&A spending and funding.

KEY RATING DRIVERS

Financial Metrics on Positive Trajectory: Cognita's EBITDAR gross
leverage and EBITDAR fixed-charge coverage stood at 8.4x and 1.5x,
respectively, at FYE23, which are weaker than rated peers'.
However, Fitch forecasts strong deleveraging in the underlying
business, on student number growth and tuition fee increases above
wage inflation, but also from its partnerships in the Middle East
(ME) fully contributing from FY24. All this should reduce EBITDAR
gross leverage to 7.3x by FYE24 and 7.0x by FYE25.

Due to higher overall capital-market rates, Fitch expects EBITDAR
fixed-charge coverage to remain around 1.6x in FY24 and to only
gradually improve towards 1.9x in FY26, concurrently with higher
absolute EBITDA (and FCF turning positive on a sustained basis).

Resilient Growth, Improving Margin Mix: Its rating case includes
revenue growth of around 21% in FY24 and 8% in FY25 (both including
M&A, Redcol, York and EKI in FY23 as well as Dasman and Four Forest
in FY24). In addition to increased students (acquired and
enrolled), significant fee increases will lift average revenue per
pupil by 7% and 4% in FY24 and FY25, respectively, (including M&A
in the ME). Fitch forecasts Fitch-defined EBITDA margin to rise to
around 19% in FY24, from 17.3% in FY23 as a favourable mix-shift
effect from FY23 and FY24 acquisitions in the ME offset reduced
prices in Asia and remaining inflationary pressures in Europe.

ME Second Largest Contributor: Cognita has enhanced its presence in
the ME with two large acquisitions in FY23 and FY24; EKI in Dubai
and Dasman in Kuwait. Fitch expects the ME to contribute 25% of
group EBITDA (pre-central cost) in FY25, being the second largest
region as EBITDA contributor after Asia but before LatAm and
Europe.

Dubai operations are typically expatriate-concentrated, with lower
revenue visibility than local-oriented schools, but the average
stay is long (kindergarten to 12th grade (K-12)), and the
partnership diversifies Cognita's global EBITDA and enhances its
EBITDA margin. With capacity utilisation currently around 76% at
EKI, Fitch expects significant growth (around 23% student CAGR) and
margin expansion (towards 30% EBITDA margin (excl OH) from around
18%) from the ME in FY23-FY25.

Capex and M&A Drive Growth: Fitch expects Cognita to continue to
invest in growth through development capex and bolt-on
acquisitions. Its rating case includes development capex of around
GBP150 million across FY24-FY26, with negative FCF turning positive
in FY25. Investments in new capacity weigh on FCF but, given likely
student enrolment, profits will grow after capex is incurred.

Fitch includes around GBP225 million of earn-out payments in
FY24-FY26 for already incurred acquisitions (whereof the majority
of FY24 outflows already incurred, and FY25 predominantly is for
Dunalastair in Chile but also EKI).

Revenue Predictability, High Retention Rates: The private-pay K-12
market is characterised by strong revenue visibility with long
average student stay, typically eight to 10 years for local
students and four to six years for expat students. Switching costs
once a child is settled are high, and tuition fees are deemed a
non-discretionary expense by parents, as demonstrated by Cognita's
above-inflation price increases and resilient enrolment across the
economic cycle.

Cognita's student retention rate is around 80% including
graduation, and is supported by more than 90% local students in
Europe (UK-weighted) and LatAm (together 50% of EBITDA pre-central
cost in FY23).

Some Execution Risks Persist: Fitch sees inherent execution risks
from recently established or newly built schools as they only
gradually fill capacity. This is partly mitigated by the high
visibility of the competitive environment with long lead times (and
hence a predictable fill of newly completed capacity), use of
strong brands, and reputation, including academic record and
parental scoring.

Execution risk from M&A is predominantly for larger acquisitions,
like the recent partnership with EKI in Dubai and entry into a new
area (Kuwait). However, this is partly mitigated by Cognita's focus
on profitable targets and record of due diligence and integration.
The rating case incorporates a prudent M&A and investment policy.

Top Schools Dominate, Type Varies: Top 10 school clusters (18
individual schools) represented around 41% of Cognita's revenue and
around 65% of EBITDA pre-central cost in FY23. Exposure to expat,
often premium (versus local, mid-market) students is greater in the
Asian portfolio (51% of total enrolled students, but a larger share
of EBITDA), whereas the higher volume, lower-fee LatAm portfolio
focuses on local students. The European portfolio (UK- and
Spain-weighted) includes smaller-capacity schools, whereas the
Asian portfolio is characterised by much larger schools, fewer
students, and higher average revenue per pupil. In FY24, the newly
acquired schools in ME, EKI and Dasman, will become part of the top
10 school clusters.

DERIVATION SUMMARY

Compared with Fitch's Credit Opinions on private, for-profit,
education providers at the lower end of the 'B' rating category
globally, Cognita benefits from a diverse portfolio in geography,
expat and local student intake, curriculum and price points. The
global private education sector continues to grow, and annual fee
increases tend to be at or above inflation.

GEMS Menasa (Cayman) Limited (B/Positive) is Dubai-concentrated
with a focus on the UAE, but its K-12 portfolio covers different
price points - premium to mid-market - and curricula. Both GEMS and
Cognita have long-dated revenue given from their average student
stay.

Although for-profit Global University Systems Holding B.V. (GUSH;
B/Stable) provides post-graduate university courses, its geographic
reach and exposure to different disciplines (business, accounting,
law, medical, arts, languages and industrial) is wider than K-12
schools'. However, it offers shorter typically three- to four-year
courses (longer for part-time). As the group has grown its reliance
on international students has increased: it is recruiting for
third-party US universities and its own Canadian operations versus
a predominantly local intake for its UK, Indian and other Asian
locations.

GEMS's significantly lower leverage (estimated 5.3x EBITDAR gross
leverage for financial year to 31 August 2023) and stronger debt
service metrics (FCF and EBITDAR fixed-charge coverage) underline
the one-notch rating differential with Cognita's. GEMS has larger
scale and stronger profitability than Cognita, but this is
counterbalanced by Cognita's diversified operations by geography
and regulatory end-markets as opposed to Dubai-centered GEMS.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer:

- Revenue growth of around 21% in FY24 (including acquired revenue)
and 8% in FY25

- Student growth of 14% in FY24 and around 4% in FY25

- Average revenue per pupil increasing around 7% in FY24 (including
two ME acquisitions) and normalising to around 4% in FY25

- Fitch-defined EBITDA margin increasing to 19.2% in FY24 through a
mixed effect from recent acquisitions but also higher utilisation
rates and improved staff efficiency (after incorporating margin
pressure in Europe)

- Cash-based leases increasing to around GBP60 million in FY24 (due
to expansion and CPI-linked rent contracts) from GBP46.9 million in
FY23

- Working-capital inflow of around 1% of revenue per year to FY26

- Development capex of around GBP150 million across FY24-FY26

- Negative FCF in FY24 before turning neutral to positive
(post-expansion capex) in FY25

- Scheduled deferred acquisition capex of EUR225 million in
FY24-FY26. No further M&A incorporated due to lack of visibility
around frequency and size of targets, but Fitch assumes a prudent
debt/equity funding mix without re-leveraging

- Fitch views leases as a core financing decision for Cognita under
its property-based services, unlike other services providers, and
therefore use lease-adjusted metrics in assessing Cognita's
financial risk profile

RECOVERY ANALYSIS

Its recovery analysis assumes that Cognita would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated. Fitch
has assumed a 10% administrative claim. The GC EBITDA of GBP151
million (including recent acquisition) reflects stress assumptions
that may be driven by weaker operating performance and an inability
to increase students and pricing according to plan with lower
overall utilisation rates, adverse regulatory changes or weaker
economic growth in key markets with reduced pricing power.

An enterprise value (EV) multiple of 6.0x has been applied to the
GC EBITDA to calculate a post re-organisation EV. The choice of
this multiple is based on well-invested operations, strong growth
prospects with medium- to-long term revenue visibility and
diversified global operations, but is constrained by weaker
profitability than peers'. The multiple is in line with Fitch-rated
wider education sector peers'.

Fitch assumes Cognita's GBP214.5 million revolving credit facility
(RCF) to be fully drawn on default, ranking equally with its
aggregate EUR1,260 million senior secured TLBs. Fitch treats local
prior-ranking debt as super-senior in its debt waterfall.

Based on current metrics and assumptions, its analysis generates a
ranked recovery at 45% in the 'RR4' band for the existing senior
secured debt. This indicates a 'B-' instrument rating for the TLBs,
aligned with the IDR.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Upgrade:

- Successful execution of growth strategy with improved
profitability and FCF margin

- EBITDAR leverage structurally below 7.0x, including greater
clarity on capital allocation from management that would keep
leverage below this level

- EBITDAR fixed charge coverage sustained above 1.8x

- Neutral-to-positive FCF (post-expansion capex)

Factors That Could, Individually or Collectively, Lead to The
Outlook Being Revised to Stable

- EBITDAR leverage remaining structurally above 7.0x owing to
operational underperformance or an appetite for debt-funded
acquisitions

- EBITDAR fixed charge coverage remaining structurally below 1.8x

- Inability to turn FCF neutral to positive (post-expansion capex)
with reduced liquidity headroom

Factors That Could, Individually or Collectively, Lead To
Downgrade

- Inability to increase students and pricing according to plan with
lower overall utilisation rates, adverse regulatory changes or a
general economic decline with lower revenue growth

- Failure to reduce EBITDAR leverage structurally below 8.5x

- EBITDAR fixed charge coverage below 1.2x

- Sustained negative FCF

- Minimal liquidity headroom or difficulties in refinancing RCF
draws for M&A/earn-outs

- Increased refinancing risk with off-market refinancing options

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Cognita's Fitch-adjusted cash position
stood at GBP110 million at FYE23 (including GBP86 million of RCF
draws to part-fund acquisitions) compared with forecast negative
FCF (post-expansion capex and scheduled deferred payments for
acquisitions) of GBP86 million in FY24. Fitch includes some
additional RCF drawings to part-fund development capex and
scheduled earn-outs from recent acquisitions, so that the RCF is
drawn by around GBP90 million in FY25. Fitch expects the company to
issue some additional funding to repay the RCF draws.

Fitch restricts GBP70 million of cash for some overseas accounts.
Although available for investments and projects locally, Fitch
believes they are not readily available for debt service at the
issuer level.

Reduced Refinancing Risk: Refinancing risk is partly mitigated by
Cognita's deleveraging capacity, a resilient business profile and
positive underlying cash flow generation. Its extended RCF and TLBs
mature in October 2028 and April 2029, respectively. Absent
material debt-funded acquisitions, and given continued deleveraging
and improved debt service metrics, refinancing risk should be
manageable.

ISSUER PROFILE

Cognita is a global private-pay, for-profit, K-12 educational
services group that operates schools across Asia, Europe, LatAm and
the ME.

Criteria Variation

Fitch's Corporate Rating Criteria guide analysts to use the income
statement rent charge (depreciation of leased assets plus interest
on leased liabilities) as the basis of its rent-multiple adjustment
(capitalising to create a debt-equivalent) in Fitch's
lease-adjusted ratios. However, Cognita's accounting rent (GBP69.4
million) in its FY23 income statement was significantly higher than
the cash flow rent paid per year, so Fitch has applied an 8x debt
multiple to the annual cash rent (GBP46.9 million).

There may be various reasons for the difference in accounting rent
versus cash-paid rent. Cognita has prepaid some rents, and its
long-dated real estate leases (some more than 20 years) result in
higher non-cash, straight-lined, "depreciation" within accounting
rent. In some other Fitch-rated leveraged finance portfolio
examples, the difference between accounting and cash rents is not
of the magnitude to justify this switch to cash rents.

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
   -----------             ------         --------   -----
Lernen Bidco
Limited              LT IDR B-  Affirmed             B-

   senior secured    LT     B-  Affirmed     RR4     B-


MARKET HOLDCO 3: Fitch Alters Outlook on 'B' LongTerm IDR to Pos.
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Market Holdco 3 Limited's
(Morrisons) Long-Term Issuer Default Rating (IDR) to Positive from
Stable and affirmed the IDR at 'B'. Fitch has placed Morrisons'
senior secured instrument ratings on Rating Watch Positive (RWP).

The Outlook revision is driven by the announced GBP2.5 billion
disposal of Morrisons' petrol forecourts business (PFS), with
GBP1.8 billion net cash proceeds expected to be applied to debt
reduction upon the completion of the transaction. This will lead to
a more certain deleveraging path and slightly lower leverage
compared with its previous forecast, reaching around 6.0x by FY25.
However, this remains subject to execution risk for profit growth.

The rating remains predicated on deleveraging from profit expansion
and scope for continued debt reduction from excess cash flow
generation over its forecast horizon of FY24-FY26 (financial year
ending October). The 'B' IDR balances a robust business profile
that benefits from vertical integration, well-invested stores,
channel diversification and cash-generation capabilities, with a
weakening market position, albeit with less market share lost in
FY23 than in FY22, and high leverage. The group retains financial
flexibility, supported by ownership of freehold assets and adequate
available liquidity with no near-term debt maturities.

KEY RATING DRIVERS

Disposal Reduces Debt: The disposal of the PFS business to Motor
Fuel Group (MFG), which like Morrisons is owned by Clayton Dubilier
& Rice, LLC, will permit a meaningful GBP1.8 billion (30%)
reduction of Morrisons' GBP5.7 billion debt (as at end-FY23) upon
completion at the end of April 2024. Fitch expects EBITDAR leverage
to reduce to around 6.0x by FY25 and below 6.0x in FY26, which is
0.2x ahead of its previous forecast.

The disposal does not require Competition and Markets Authority
approval and the Outlook revision assumes that monetisation of
preferred equity (GBP650 million) takes place and this is included
in assumed net cash proceeds applied to debt reduction. The
reduction in debt and additional value from an equity stake in MFG
will have a positive impact on senior secured debt instrument
recovery, which is reflected in the RWP.

Limited Impact on Business Profile: Fitch believes the disposal of
the PFS business will have a limited negative impact on Morrisons'
business profile. It will reduce its scale by removing around
GBP3.6 billion revenue and reduce diversification into non-food to
an estimated under 10% of sales. At the same time, the PFS offering
will be retained under Morrisons' brand next to its stores. The
potentially extended convenience offering under new ownership may
mildly cannibalise Morrisons' retail sales. However, it will
benefit from wholesale revenues into these convenience shops, which
will also mainly serve different purchase missions.

Disposal Reduces Profits: Fitch has revised its forecast for FY25
EBITDA down by around GBP210 million, and expect it to be around
GBP700 million. This reflects the disposal of the PFS business,
around GBP10 million additional EBITDA from wholesale supplies into
the disposed PFS sites and growth of the convenience segment,
backed by McColls shop conversions and annualisation. FY23
performance was broadly aligned with its previous forecast with
Fitch-derived EBITDA from remaining business post rents at GBP540
million (FY23).

Profit Growth Execution Risk: Achieving GBP155 million EBITDA
uplift to FY25 has some execution risk. Fitch expects Morrisons to
retain positive like-for-like (lfl) sales momentum in the retail
segment, which combined with improving profitability will drive
profits. This will be supported by growth in earnings from the
convenience segment, as McColls turned profitable during FY23 and
from store conversions to Morrisons Daily delivering reported 20%
sales growth due to product mix changes. There should be a positive
annualisation impact in FY24 from nearly 450 store conversions in
FY23, in addition to an uplift from final around 250 conversions
during FY24.

Fitch expects continued investment in price due to competition and
volumes currently in decline, with some easing on volume decline as
food inflation subsides. Fitch forecasts margin improvement due to
price investment and cost headwinds being offset by cost savings
and some benefit from its high vertical integration.

Growth of Wholesales: Lost retail revenue from the PFS business
(kiosk, services) will be partly replaced with a wholesale revenue
stream, leading to strong growth of this segment. Fitch continues
to incorporate growth in scale for the wholesale channel from
attracting new partners, although this is not being captured in
market share, and for online via Amazon, Deliveroo and Ocado.
Further growth in scale of the online channel should support
progression in the channel's profitability. Profitability metrics
are solid, with an EBITDAR margin of 5%-6%.

Improved Coverage Metrics: Fitch expects EBITDAR fixed charge cover
to improve to 2.0x in FY25 due to around GBP135 million estimated
lower interest bill (in FY25) and despite lower EBITDAR.

No Working Capital Outflows: Fitch has not modelled any working
capital cash outflows after the PFS disposal, in line with
Morrisons' guidance that MFG will take over fuel liabilities as
part of the normalised working capital upon completion of the
transaction. Its revised forecast captures lower working capital
inflows than under the previous case, reflecting GBP300 million
working capital benefit that was already delivered in FY23 (as part
of its GBP500 million programme), leaving less to be delivered in
subsequent years. The delivered working capital benefit was partly
offset by the fuel price impact in FY23.

Lower FCF: Fitch forecasts lower but positive free cash flow (FCF)
of around GBP60 million in FY25 as a result of lower EBITDA that is
not fully offset by lower interest costs, and also due to lower
working capital inflow and broadly flat capex despite the disposal.
This is lower than its previous assumption of around GBP150
million/ GBP200 million annual FCF but will not prevent
deleveraging. Fitch's rating case no longer incorporates debt
repayment via cash sweep (GBP250 million over FY25-26 previously)
but this would be an upside to deleveraging in line with
management's stated intentions and utilising growing cash
balances.

DERIVATION SUMMARY

Fitch rates Morrisons using its global Food Retail Navigator.
Morrisons is rated one notch below Bellis Finco plc (ASDA;
B+/Stable), which now has a somewhat stronger business profile with
larger scale and improved market position following ASDA's
acquisition of EG Group's UK operations. Both Morrisons and ASDA
are smaller than UK market leader Tesco PLC (BBB-/Stable), with
operations focused in the UK. Morrisons is larger and more
diversified than WD FF Limited (Iceland; B/Stable).

Both Morrisons and ASDA lost market share in 2023, but ASDA
regained momentum more quickly (from 3Q22) and demonstrated
stronger lfl sales performance than Morrisons except for 4QFY23.

Morrisons has stronger vertical integration than ASDA and a higher
portion of freehold assets. Both Morrisons and ASDA have
established direct access to the faster-growing convenience
segment, with Morrisons benefiting from its larger number of
stores, which Fitch estimates to be slightly smaller in average
size, while both are exposed to execution risk to achieve growth in
sales and profits from conversions to their brand and changes to
product mix. Morrisons also has indirect access to convenience via
its wholesale channel. ASDA benefits from a stronger online market
share than Morrisons and the addition of the high-margin food
service segment.

Fitch forecasts EBITDAR margin to trend towards 6% and the funds
from operations margin to trend towards 3% for both Morrisons and
ASDA by 2025, with Morrisons' margin slightly below ASDA, but
improved by the reduction in debt from disposal proceeds leading to
lower interest charges. Food retail is cash-generative, enabling
deleveraging, which will also depend on capital allocation
decisions by financial sponsors.

Fitch assumes capital allocation to debt reduction for both.
Morrisons' creditors benefit from mandatory prepayments from excess
FCF (Fitch models a total of GBP100 million over FY25 to FY26),
while for ASDA there are some scheduled plus material voluntary
debt repayments (Fitch models a total of GBP685 million over
2024-2025).

Morrisons' initial leverage after the LBO was higher than ASDA's
and Fitch expects a one-notch difference at end-FY23. Fitch then
anticipates slower deleveraging for Morrisons to 6.0x by FY25 vs
ASDA, potentially trending below 5.0x in 2025, albeit subject to
execution risk on earnings growth and reduction in debt. Fitch
expects similar deleveraging to 6.0x by March 2025 for Iceland.
Average EBITDAR coverage metrics for Morrisons at around 2.0x are
weaker than ASDA's around 2.5x.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

- Low single digit growth in remaining business after the PFS
business disposal (removing GBP3.6 billion revenues in FY23) during
FY24-FY26.

- Retail in-store and online sales growth by on average 2% in
FY24-FY26, incorporating a slight volume decline in FY24 that is
offset by slowing inflation pass through and new store openings. As
part of this, convenience segment growth of 10% in FY24 supported
by the McColls store conversions followed by growth of 5% in FY25
and 3% in FY26

- Other sales growth by on average 20% in FY24 and FY25, and 8% in
FY26. This incorporates growth of existing wholesale business from
new clients as well as from the wholesale agreement with MFG on
disposed PFS sites and commencing sale into the rest of MFG's
estate from FY25

- EBITDA (after leases) margin broadly flat at around 4.0% in FY24
(4.1% in FY23) given the sale of PFS business, and then improving
to 4.5% by FY25, driven by McColls turning profitable, uplift from
McColls conversions, sales growth across retail and wholesale
segments, and the cost-savings plan contributing positively to the
margin when this is no longer fully absorbed by cost increases or
reinvested in price

- Working-capital inflow (excluding movement in provisions) of
around GBP150 million in FY24, driven by the improvement from the
working-capital programme; GBP30 million in FY25.

- Capex of GBP400 million in FY24, and GBP390 million per year from
FY25 to FY26

- Rental cost at around GBP200 million per year over the rating
horizon

- Debt repayment totalling GBP1,800 million from PFS disposal
proceeds in FY24

- No dividend payments and no M&A

RECOVERY ANALYSIS

According to its bespoke recovery analysis, higher recoveries would
be realized by liquidation in bankruptcy rather than reorganized
using a going-concern (GC) approach, reflecting Morrisons' high
proportion of freehold assets ownership.

The liquidation estimate reflects Fitch's view of the value of
balance-sheet assets that can be realised in sale or liquidation
processes conducted during a bankruptcy or insolvency proceeding
and distributed to creditors. Fitch assumes Morrisons' revolving
credit facility (RCF) to be fully drawn and takes 10% off the
enterprise value to account for administrative claims. Its
waterfall analysis generated a ranked recovery for the senior
secured notes and term loans in the 'RR2' band, indicating a 'BB-'
instrument rating, a two-notch uplift from the IDR. The current
waterfall analysis output percentage on current metrics and
assumptions is 73%. The senior unsecured instrument is in the 'RR6'
band and has an instrument rating at 'CCC+', two notches below the
IDR.

Once the transaction completes, and disposal proceeds are applied
to debt reduction Fitch expects recoveries for the senior secured
instrument to improve to 'RR1' and have therefore placed the senior
secured instrument ratings on RWP indicating the potential for a
one-notch upgrade. After the transaction, recovery calculations
will continue to be based on value for creditors being maximised in
a liquidation process and will reflect a GBP1.8 billion reduction
in senior secured debt, with GBP1 billion reduction in property,
plant & equipment value, adjustment to inventory and receivables
reflecting the disposal of PFS business and some additional value
from the 20% equity stake in MFG.

RATING SENSITIVITIES

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

- Recovery in lfl sales growth leading to increasing cash profits
and accumulated cash for debt prepayment, with no adverse changes
to its financial policy

- EBITDAR leverage below 6.0x on a sustained basis

- EBITDAR fixed-charge coverage above 1.6x

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

Fitch could revise the Outlook to Stable if the disposal does not
go ahead or monetisation of preferred equity does not materialise,
leading to materially lower than GBP1.8 billion net proceeds
applied to debt reduction or performance is weaker than expected
with EBITDAR leverage no longer expected to trend below 7.0x in
FY24 and near 6.0x by FY25.

- Continued lfl decline in sales exceeding other big competitors,
especially if combined with lower profitability leading to neutral
FCF and reduced deleveraging capacity

- Evidence of a more aggressive financial policy, for example, due
to material investments in the wholesale channel; increased
shareholder remuneration; lack of debt repayments; or material
under-performance relative to Fitch's forecasts

- EBITDAR leverage trending above 7.0x in FY24 or beyond

- EBITDAR fixed charge cover below 1.5x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: The PFS transaction is expected not to have a
material impact on Morrisons' liquidity position comprising around
GBP100 million cash (excluding cash relating to working capital of
GBP200 million as restricted by Fitch) and GBP1 billion committed
RCF, undrawn at end-FY23. Fitch expects Morrison's to continue
generating positive FCF after the disposal supported by the lower
volatility from fuel prices on working capital and lower interest
cost after the debt repayment.

Long-Dated Major Maturities: Morrison has no material financial
debt maturing before 2027-2028. The repayment of Term Loan A and B
funded by GBP 1.8 billion from the transaction proceeds will reduce
its financial debt to refinance in 2027. Remaining rolled-over
existing Morrison's notes totaling GBP82 million mature in 2026 and
2029.

ISSUER PROFILE

Morrisons is the fifth-largest UK supermarket chain, operating
nearly 500 mid-sized supermarkets and nearly 1,000 convenience
stores (McColls and Morrisons Daily).

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
   -----------              ------                --------   -----
Market Bidco Limited

senior secured         LT     BB-   Rating Watch On   RR2    BB-

Market Bidco Finco plc

senior secured         LT     BB-   Rating Watch On   RR2    BB-

Market Holdco 3 Limited LT IDR B     Affirmed                 B

Market Parent Finco plc

senior unsecured       LT      CCC+ Affirmed          RR6    CCC+



PLY-TEK UK: Goes Into Administration
------------------------------------
Business Sale reports that Ply-Tek (UK) Limited fell into
administration earlier this month, with Huw Powell and Katrina Orum
of Begbies Traynor's Cardiff office appointed as joint
administrators.

In its accounts for the year ending June 30 2022, the company
reported turnover of close to GBP12.5 million, up from GBP11.3
million a year earlier, but saw its pre-tax profits fall from just
over GBP398,000 to GBP267,744, Business Sale discloses.

At the time, its fixed assets were valued at nearly GBP789,000 and
current assets at around GBP5.8 million, with net assets standing
at GBP875,327, Business Sale states.

Ply-Tek (UK) Limited is a Briton Ferry-based wholesaler of
plywood.


UNDERGROUND COMMUNICATIONS: Enters Administration
-------------------------------------------------
Business Sale reports that Underground Communications Limited, a
Leeds-based provider of solutions for projects in the utilities,
construction and telecoms sectors, fell into administration earlier
this month, with Nicola Baker of Rushtons Insolvency Limited
appointed as administrator.

According to Business Sale, in the company's accounts for the year
to July 31, 2023, its total assets were valued at over GBP1.2
million, but liabilities left it with net assets totalling just
GBP7,775.


VIDEO EUROPE: Falls Into Administration
---------------------------------------
Business Sale reports that Video Europe Limited fell into
administration.

Anthony Wright and Alastair Massey of FRP Advisory were appointed
as joint administrators to the company earlier this month, Business
Sale relates.

According to Business Sale, the company's balance sheet from April
30, 2023, showed GBP14.2 million in fixed assets and GBP4.8 million
in current assets, with net assets amounting to GBP2.7 million.

Video Europe Limited is a London-headquartered firm that provides
renting and leasing of film equipment.  In addition to its site in
Battersea Studios, London, the company also has an outlet at
Cardiff Bay Business Centre, Cardiff.


WINDSOR PRINT: Goes Into Administration
---------------------------------------
Business Sale reports that Windsor Print Production Limited fell
into administration earlier this month, with Matthew Reeds and Paul
Bailey of Bailey Ahmad appointed as joint administrators.

In the company's most recent accounts at Companies House, for the
year to December 31, 2022, its fixed assets were valued at slightly
over GBP378,000 and current assets at close to GBP425,000, Business
Sale discloses.  The company's debts at the time left it with net
assets of GBP40,559, according to Business Sale.

Windsor Print Production Limited is a Tonbridge-based manufacturer
of paper stationery.



                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *