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       T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Thursday, April 11, 2024, Vol. 25, No. 74

                           Headlines



B E L G I U M

ESPRIT BELGIE: Files for Insolvency Following Cash Flow Problems


F R A N C E

GGE OPERATIONS: Moody's Affirms 'B2' CFR, Outlook Remains Stable


G E O R G I A

BANK OF GEORGIA: Fitch Assigns B-(EXP) Rating to Upcoming AT1 Notes


G E R M A N Y

OQ CHEMICALS: S&P Downgrades ICR to 'CCC-', Outlook Negative
TECHEM VERWALTUNGSGESELLSCHAFT: S&P Rates Sr. Secured Notes 'B+'
TELE COLUMBUS: S&P Upgrades ICR to 'CCC+', Outlook Negative
TUI CRUISES: Moody's Ups CFR to B1, Rates New EUR300MM Notes B3
TUI CRUISES: S&P Assigns Prelim 'B+' Long-Term ICR, Outlook Stable

WIRECARD AG: Ex-Shareholders Sue EY Over Alleged Asset Stripping


I R E L A N D

ARES EUROPEAN X: Moody's Affirms B2 Rating on EUR13.5MM F Notes
BLUEMOUNTAIN 2016-1: S&P Affirms 'B-(sf)' rating on Cl. F-R Notes
CROSS OCEAN IX: Fitch Assigns 'B-sf' Final Rating to Class F Notes
KINBANE 2024-RPL1: S&P Assigns B-(sf) Rating to Cl. F Notes
ROCKFORD TOWER 2018-1: Fitch Assigns 'B-sf' Rating to Cl. F-R Notes

RYE HARBOUR CLO: Moody's Affirms B3 Rating on EUR11MM F-R Notes
SIGNAL HARMONIC II: Fitch Assigns B-sf Final Rating to Cl. F Notes


I T A L Y

IMA INDUSTRIA: Moody's Affirms B2 CFR, Rates New EUR450MM Notes B2
IMA SPA: S&P Affirms 'B' ICR on PIK Refinancing, Outlook Stable


M A C E D O N I A

NORTH MACEDONIA: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable


N E T H E R L A N D S

PHM NETHERLANDS: S&P Cuts ICR to 'SD' on Distressed Exchange


R U S S I A

ASAKABANK JSC: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
NATIONAL BANK: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
UZBEK INDUSTRIAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


S W I T Z E R L A N D

DUFRY ONE: Moody's Rates New EUR500MM Senior Unsecured Notes 'Ba2'


T U R K E Y

PEGASUS HAVA: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


U N I T E D   K I N G D O M

ARMSTRONG CRAVEN: Enters Administration, Owes GBP608,413
ITHACA ENERGY: Fitch Puts 'B' LongTerm IDR on Watch Positive
JERROLD FINCO: Fitch Assigns 'BB' Final Rating to Sr. Secured Notes
R & S LASER: Goes Into Administration
RADBOURNE CONSTRUCTION: Falls Into Administration

TDA INTERIORS: Collapses Into Administration
THAMES WATER: Macquarie Among Lenders to Parent Company
TRINITY SQUARE 2021-1: Fitch Assigns B(EXP)sf Rating to Cl. X Notes

                           - - - - -


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B E L G I U M
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ESPRIT BELGIE: Files for Insolvency Following Cash Flow Problems
----------------------------------------------------------------
Jiahui Huang at The Wall Street Journal reports that fashion
retailer Esprit's Belgium subsidiary has filed for insolvency due
to rising costs and cash flow difficulties.

Esprit Belgie Retail filed for the commencement of insolvency
proceedings over its assets at the insolvency court of Belgium on
April 8, Esprit said in a filing to the Hong Kong stock exchange,
the Journal relates.

According to the Journal, Esprit said its Europe retail business
operations were under stress because of high energy and logistics
costs and weak consumer sentiment.





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F R A N C E
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GGE OPERATIONS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
----------------------------------------------------------------
Moody's Ratings has affirmed the B2 long term corporate family
rating and the B2-PD probability of default rating of GGE
Operations SAS ("GGE" or "Galileo"), Europe's largest private
higher education group.

Concurrently, Moody's has affirmed the B2 rating of the EUR1,300
million senior secured Term Loans B and B2 (TLB) due 2028 and the
B2 rating of the EUR165 million senior secured revolving credit
facility (RCF) due 2028, both raised by GGE. The outlook remains
stable.

"The B2 rating reflects the company's solid track record of good
operating performance, its strong business risk profile, and a
well-executed inorganic growth strategy," says Victor Garcia
Capdevila, a Moody's Vice President-Senior Analyst and lead analyst
for Galileo.

"While Galileo's Moody's-adjusted gross leverage is high and free
cash flow generation is weak, this is mitigated by the company's
good growth prospects over the next 12-18 months, underpinned by
good industry fundamentals in the private higher education sector
and Moody's expectation of a modest reduction in leverage over the
next two years," adds Mr. Garcia.

RATINGS RATIONALE

Galileo's operating performance remains solid and in line with
Moody's base case scenario. During the fiscal year that concluded
in June 2023 (fiscal 2023) the company generated like-for-like
revenue growth (excluding acquisitions) of 10.6%, reaching a
revenue of EUR860 million. Including acquisitions, revenue growth
was 27.3%, resulting in a total revenue of EUR1,091 million. The
company's organic EBITDA growth in fiscal 2023 was 2.8%, reaching
EUR219 million, while including acquisitions EBITDA grew by 14.5%
to EUR254 million.

Moody's base case scenario assumes a continuation of the company's
solid operating performance into fiscal 2024. This includes an
organic revenue growth of 12.5% to EUR1,227 million and EBITDA
growth of 2.8% to EUR261 million. When factoring in acquisitions,
these growth rates are expected to rise to 14.6% and 4.7%,
resulting in revenue and EBITDA of EUR1,250 million and EUR266
million, respectively. This growth is supported by the assumptions
of a total enrolment growth of around 9% and price increases of
around 5%.

However, Moody's-adjusted EBITDA margin is projected to reduce to
around 27% in fiscal 2024, down from 29.3% in the previous year.
This decline is expected to be driven mainly by an increase in
various expenses, including student and acquisition costs, employee
expenses and occupancy costs. These increased costs are unlikely to
be completely balanced by higher pricing.

Moody's-adjusted gross leverage increased to 6.5x in fiscal 2023 up
from 5.9x a year earlier. This was driven by the additional EUR300
million raised in July 2022 and earmarked to continue to support
the company's inorganic growth strategy. Moody's base case scenario
assumes a gradual deleveraging towards 6.0x over the next 12-18
months on the back of EBITDA growth. Interest coverage, measured as
EBITA/interest expense, is expected to decrease to 2.0x in fiscal
2024 from 2.3x a year earlier on the back of higher interest
expenses.

Galileo's ratings reflect the company's large and growing scale of
operations; its good track record of successful organic and
inorganic growth; high revenue visibility and predictability; its
strong digital footprint; and the relatively high barriers to entry
in the higher education market because of strict regulations,
access to real estate and brand reputation.

Galileo's ratings also factor in a high Moody's-adjusted gross
leverage; the expenses incurred to comply with stringent
regulations and the need to uphold academic credibility and quality
standards; ongoing capital spending for integrating newly acquired
institutions, enhancing capacity, content development, and securing
existing and new accreditations; strong appetite for M&A in a
highly fragmented industry; negative free cash flow (FCF)
generation and its history of debt-funded inorganic growth; and
reduced profitability margins as a result of the dilutive effects
of new acquisitions and cost inflation associated with teaching,
student recruitment, workforce and occupancy expenses.

LIQUIDITY

Galileo's liquidity is good. As of December 2023, the company had a
cash balance of EUR431 million and full access to a committed
EUR165 million senior secured revolving credit facility due in
January 2028. The revolving credit facility is subject to a senior
secured net leverage springing covenant test of 9.25x when drawings
exceed 40%. Moody's base case scenario assumes that Galileo will
generate negative FCF of around EUR50 million in fiscal 2024 mainly
because of the large expansionary capital spending program,
including the construction of a new campus in EM Lyon and capacity
and campus expansions in France and Italy; the strengthening of its
online content proposition and infrastructure; and group projects
including customer relationship management and student information
systems.

The company's cash flow profile is seasonal and is heavily
influenced by the traditional academic year, with large cash
outflows during the summer months.

STRUCTURAL CONSIDERATIONS

Galileo's capital structure includes a EUR1,300 million senior
secured TLB due in July 2028 and a EUR165 million senior secured
revolving credit facility due in January 2028, ranking pari passu
among themselves. The TLB and the senior secured revolving credit
facility are rated B2, in line with the company's CFR. All
facilities are guaranteed by the company's subsidiaries and benefit
from a guarantor coverage test of not less than 80% of the group's
consolidated EBITDA. The security package includes shares, bank
accounts and intercompany receivables of significant subsidiaries.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects Moody's expectation that
Galileo's revenues will grow organically by a high-single-digit
percentage over the next 12-18 months, while its  leverage will
reduce towards 6.0x over the next 12-18 months. The outlook does
not factor in any large debt-funded acquisition and assumes that
the company will maintain adequate liquidity.

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

Upward pressure on Galileo's rating could develop over time if the
company's Moody's-adjusted gross leverage declines well below 5.0x
on a sustained basis and FCF/debt improves above 5% while
maintaining adequate liquidity.

Downward pressure on Galileo's rating could arise if the company's
earnings deteriorate, incremental debt leads to Moody's-adjusted
gross leverage above 6.0x on a sustained basis, its
Moody's-adjusted EBITA/interest expense ratio decreases sustainably
below 2.0x, or a deterioration in its FCF leads to a weakening in
its liquidity. Aggressive debt-funded inorganic growth strategies
and large shareholder distributions could also exert negative
pressure on the rating.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

GGE Operations SAS (GGE) is the parent company of Galileo, a
leading international school group offering tertiary private
education across 55 schools over 100 campuses in 18 countries, with
more than 190,000 enrolled students. An equity consortium formed by
CPP Investments (36%), Tethys Invest (35%), Montagu (16%) and
Bpifrance (10%), along with the senior management team (3%), bought
Galileo from Providence Private Equity in May 2020 for an
enterprise value of EUR2.3 billion.

In 2023, the group reported revenue and Moody's-adjusted EBITDA of
EUR1,104 million and EUR324 million, respectively.



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G E O R G I A
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BANK OF GEORGIA: Fitch Assigns B-(EXP) Rating to Upcoming AT1 Notes
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Fitch Ratings has assigned JSC Bank of Georgia's (BOG) upcoming
issue of US dollar-denominated perpetual additional Tier 1 (AT1)
notes an expected long-term rating of 'B-(EXP)'.

The final rating is contingent upon receipt of final transaction
documents conforming to information already received.

BOG's other ratings, including its Issuer Default Rating (IDR;
BB/Stable), are unaffected by this rating action.

KEY RATING DRIVERS

The notes should qualify as AT1 capital in regulatory accounts due
to a full coupon omission option at BOG's discretion and full or
partial write-down in case of either BOG's core equity Tier 1
(CET1) ratio falling below 5.125% (versus 4.5% regulatory minimum,
excluding buffers) or due to regulatory interventions by the
National Bank of Georgia. Fitch believes the latter is only
possible if BOG breaches minimum regulatory capital or liquidity
requirements, or severely breaches other regulatory requirements.

The expected rating assigned to BOG's forthcoming perpetual AT1
notes is four notches lower than the bank's 'bb' Viability Rating
(VR). According to its Bank Rating Criteria, this is the highest
possible rating that can be assigned to deeply subordinated notes
with fully discretionary coupon omission issued by banks with a VR
anchor of 'bb'. The notching comprises:

- Two notches for higher loss severity relative to senior unsecured
creditors due to a write-down trigger (CET1 ratio of 5.125%),
meaning that AT1 notes may start to absorb losses before BOG
reaches a point of non-viability by breaching its 4.5% minimum CET1
capital ratio (excluding buffers).

- Two notches for non-performance risk, as BOG has an option to
cancel the coupon payments at its discretion. This is more likely
if the bank's CET1 capital ratio falls below the buffer
requirements established by the regulator. To an extent, this risk
is mitigated by BOG's reasonable internal capital generation
capacity and a long record of the bank maintaining its regulatory
capital ratios with reasonable headroom over the statutory
minimum.

At end-2023, BOG's CET1 capital ratio was 18.21% and was 376bp
above the 14.45% regulatory minimum (including all applicable
buffers and Pillar 2 requirements).

The notes will have no established redemption date. However, BOG
will have a call option to repay the notes in 2029.

RATING SENSITIVITIES

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

Fitch may downgrade the AT1 notes' ratings if non-performance risk
increases. For example, this could arise from BOG failing to
maintain reasonable headroom over the minimum capital adequacy
ratios (including all applicable buffers) or from the instrument
becoming non-performing, i.e. if the bank cancels any coupon
payment or at least partially writes off the principal. In that
case, the notes' ratings will be downgraded based on Fitch's
expectations about the form and duration of non-performance.

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

BOG's perpetual AT1 notes' ratings will be upgraded, if BOG's VR is
upgraded. An upgrade of BOG's VR is unlikely in the near term. In
the longer term an upgrade would require a significant further
strengthening of the operating environment, material decline in
balance-sheet dollarisation while maintaining consistently robust
financial metrics.

DATE OF RELEVANT COMMITTEE

03 May 2023

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           
   -----------             ------           
JSC Bank of Georgia

   Subordinated        LT B-(EXP)  Expected Rating



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G E R M A N Y
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OQ CHEMICALS: S&P Downgrades ICR to 'CCC-', Outlook Negative
------------------------------------------------------------
S&P Global Ratings lowered its rating on OQ Chemicals International
Holding GmbH (OQ Chemicals) to 'CCC-' from 'B' and removed the
issuer credit rating from CreditWatch, where S&P had placed it with
negative implications on Dec. 18, 2023.

The negative outlook reflects the risks that S&P could lower the
rating on OQ Chemicals if it engages in a debt-distressed exchange
or suffers a conventional financial default.

S&P said, "We no longer embed group support to OQ Chemicals from
its parent OQ. OQ Chemicals is linked to Oman through its parent
company OQ, which is wholly owned by the government of Oman. OQ
acquired OQ Chemicals in 2013. As part of refinancing talks, OQ
previously confirmed its plans to inject equity for up to EUR200
million, on top of a EUR100 million liquidity injection. We still
believe that OQ has the ability to support OQ Chemicals. However,
it recently announced that it would cancel its equity contribution,
which was an important consideration for the expected refinancing
of the company's debt. We also understand that OQ is looking to
dispose of its stake in the company. Therefore, we no longer assess
OQ Chemicals as a moderately strategic subsidiary and strategic
investment of OQ. Our rating no longer embeds one notch of support
because of support from OQ. In addition, the shareholder loan
issued by an intermediate holding of the parent no longer meets our
criteria for an equity treatment, and we therefore include the
shareholder loan amount in our adjusted metrics.

"We think that refinancing risks have materially increased and that
a financial default is likely. The senior secured term loans,
including a EUR475 million tranche B1 and a $500 million tranche B2
($432.5 million outstanding), and the revolving credit facilities
(RCFs) are due in less than 12 months. OQ Chemicals and its parents
have been working on a refinancing plan since last year. However,
we understand that the equity injection was one of the main
considerations for the lenders to roll over their commitments.
Therefore, absent the equity injection, we believe that the
refinancing risks have risen. Because of its short-term debt, we
continue to assess OQ Chemicals' liquidity as weak. We understand
that the drawings on the RCFs remain less than 35% and therefore
the covenants are not tested. However, if the RCF drawings
increase, we believe that OQ Chemicals could fail its covenant
tests. OQ Chemicals is working on alternative refinancing
solutions, although it has yet to provide tangible plans. We
believe that a conventional default or a debt restructuring has
become likely in the next six months.

"We expect OQ Chemicals' performance to remain subdued in 2024. We
continue to see little recovery in the chemicals industry before
the second half of 2024. Some of OQ Chemicals' key end markets have
yet to show clear signs of an upswing. The company is also facing
operational issues related to one of the synthesis gas units at its
Oberhausen site. Still, we expect a minor improvement in adjusted
EBITDA margins, supported by a slight rise in demand in the second
half of 2024 and lower exceptional costs (namely the turnaround
works) than last year. We expect leverage to reduce to 7.0x-9.0x in
2024 (9.0x-11.0x including the EUR320 million shareholder loan)
from about 10.0x in 2023. We also expect negative free operating
cash flow in 2024, capturing the completion of the company's
project capital expenditure in Bay City.

"The negative outlook reflects the risks that we could lower the
rating on OQ Chemicals if it engages in a debt distressed exchange
or suffers a conventional financial default.

"We could lower the rating on OQ Chemicals if it engages in a debt
distressed exchange or suffers a conventional financial default.

"We could revise the outlook to stable or raise our rating on OQ
Chemicals if the company successfully refinances its financial
debt, while maintaining sound operating performance and adequate
liquidity."


TECHEM VERWALTUNGSGESELLSCHAFT: S&P Rates Sr. Secured Notes 'B+'
----------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue rating to Techem
Verwaltungsgesellschaft 675 mbH (Techem's; B+/Stable/-- ) proposed
offering of EUR500 million senior secured notes maturing July 2029.
The recovery rating on the proposed notes is '3', indicating its
expectation of meaningful recovery (50%-70%; rounded estimate: 60%)
in the event of payment default.

Techem, a Germany-based energy service provider, intends to use the
proceeds from this issuance to refinance EUR490 million of existing
senior secured notes due July 2025 and pay transaction fees.
Techem's liquidity profile will be improved by increasing the
duration of the debt.

The proposed notes will rank pari passu with Techem's other senior
secured debt facilities which include a EUR375 million revolving
credit facility (RCF) due January 2029 and a EUR1,800 million term
loan that matures at same time as the proposed notes in July 2029.
The notes will also have priority ranking to Techem's existing
EUR364 million senior unsecured notes due July 2026.

The transaction is leverage neutral and does not affect any of
S&P's other ratings on Techem. Therefore, it continues to expect
S&P Global Ratings-adjusted debt to EBITDA to decline toward 6x and
free operating cash flow generation of more than EUR45 million in
2024.

Issue Ratings--Recovery Analysis

Key analytical factors

-- The issue rating on the million senior secured facilities under
Techem 675 (formally Blitz F18-675 GmbH) inclusive of the proposed
EUR500 million senior secured notes, is 'B+' with a recovery rating
of '3', indicating S&P's expectation of meaningful recovery
(50%-70%; rounded estimate: 60%) in a default scenario.

-- The absence of material prior-ranking liabilities underpins the
rating on the senior secured loans, but the large amount of pari
passu senior secured debt constrains it.

-- The debt's position in the capital structure, and the senior
instruments and equity cushion, all support the rating.

-- The issue rating on the EUR364 million outstanding senior notes
borrowed by Techem 674 is 'B-' and the recovery rating is '6',
reflecting the high amount of prior-ranking debt in the group's
capital structure.

-- This reflects S&P's expectation of negligible recovery (0%-10%;
rounded estimate: 0%) in the event of a default.

-- The senior secured first-lien facilities benefit from a modest
security package, which comprises share pledges, bank accounts, and
intragroup receivables.

-- There is a guarantor coverage test at 80% of consolidated
EBITDA for the revolving credit facility.

-- In S&P's hypothetical default scenario, it assumes a
significant increase in competitive pressure stemming from a
technological change or a change in the legislative environment in
the German submetering market, which would result in declining
revenue and margins, combined with high leverage.

-- S&P values Techem as a going concern, reflecting its view of
the company's leading market shares and high profitability.

Simulated default assumptions

-- Year of default: 2028
-- Jurisdiction: Germany

Simplified waterfall

-- Emergence EBITDA: EUR296 million
-- Implied enterprise value multiple: 6.0x
-- Net enterprise value after administrative expenses (5%):
EUR1.687 billion

-- Estimated senior secured debt claims: EUR2.7 billion

    --Recovery expectation: 50%-70% (rounded estimate: 60%)

-- Second-lien debt claim: EUR375 million

   --Recovery expectations: 0%-10% (rounded estimate: 0%)

All debt amounts include six months' prepetition interest.


TELE COLUMBUS: S&P Upgrades ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
German cable operator Tele Columbus AG (TC) to 'CCC+' from 'D'. S&P
also raised the issue rating on TC's senior secured term loan to
'CCC+' from 'D'.

The negative outlook reflects S&P's view that TC will continue to
show material cash outflows and high leverage during the fiscal
2024.

TC has improved its debt maturity profile and its short-term
liquidity position. The company has completed its debt
restructuring by amending some terms and conditions, extending its
senior secured notes and term loan maturities to 2029, and
capitalizing the coupon on the notes and most of the interest
payments on its term loan going forward. At the same time, Kublai
GMBH, the ultimate parent company agreed to provide equity
injection of an aggregate EUR300 million in two tranches. The first
EUR180 million tranche has been provided at closing and partially
used to repay previous outstanding debt. The second EUR120 million
tranche is expected to be available within 12 months. As a result,
TC will have around EUR220 million remaining available liquidity
and does not have mandatory debt repayment needs in the coming
years. Overall, S&P views this as marginally positive because the
restructuring and equity injection enabled TC to reduce near-term
refinancing risk and reduce cash interest payment while improving
its near-term liquidity position.

S&P said, "We continue to view TC's capital structure as
unsustainable. Despite the restructuring, the company maintains a
substantial debt load. The restructuring increased the coupon of
its EUR650 million May 2025 secured notes to 10% payment-in-kind
(PIK) and the EUR462 million October 2024 term loan to E+4% with a
6% floor for the loan, mostly PIK. These will increase TC's debt,
further increasing its already high leverage. We also consider the
EUR300 million shareholders loan provided by parent company as debt
considering the absence of stapling. As a result, we now forecast
adjusted leverage to peak at around 11.0x in 2024 (about 9.0x
without including shareholders loan as debt) before improving to
slightly below 10.0x (about 8.0x without including shareholders
loan as debt) in 2025, a level we view as unsustainable.

"We consider TC's near-term outlook to be uncertain amid new
regulation in cable-TV and execution risks to its business plan.
TC's total revenue generating units (RGUs) stabilized in the last
two quarters in 2023 supported by the growth in the internet
protocol (IP) segment notwithstanding the continued downward trend
in cable-TV subscribers. Despite these encouraging developments,
the company will continue to face significant challenges in the
coming years. The change of regulation related to the German
Telecommunications Act will be implemented in July 2024. Under
this, tenants will have to individually choose their TV contracts
instead of being billed by housing associations, which currently
have bulk contracts. This poses a significant risk of customer
losses for TC. Management anticipates that it may retain a portion
of its current bulk cable-TV subscribers, which will be converted
to individual contracts with higher pricing and material growth in
its IP business to partially offset the decline in the overall
cable-TV subscribers. Regardless, we see some execution risks to
the company's business plan. This hinges on successful commercial
efforts gaining new subscribers for its IP business amid heightened
competition and limiting material reduction in cable-TV subscribers
while also efficiently managing costs.

"We see limited scope for underperformance due to tight liquidity
position. Although TC will be relieved from cash interest payment,
the company will continue to spend significant capital expenditure
(capex) investment to support growth trajectory which will limit
its ability to generate positive free operating cash flow (FOCF).
We forecast TC to generate a negative EUR135 million FOCF in 2024,
which will be sufficiently covered by the remaining available fund
from equity injection. Having said that, we believe the group's
liquidity may become constrained over the next 12 months due to
persistent weak cash flow generation amid high capex spending.
Therefore, we believe TC's liquidity headroom will depend on the
company's ability to successfully deliver its business plan.

"The negative outlook reflects our view that TC will show material
cash outflows and high leverage during 2024.

"We could lower our ratings on TC if we considered that a default
is becoming increasingly likely in the next 12 months, due to
operating underperformance leading to a liquidity shortfall, or if
we believed there was an increasing chance of another debt
restructuring transaction.

"We could revise the outlook to stable if we saw FOCF is
approaching neutral and increasing liquidity headroom. A stable
outlook would hinge on improvements in the operating conditions,
exceeding our base case over the next 12-24 months."

ESG factors have had no material influence on S&P's credit rating
analysis of TC.


TUI CRUISES: Moody's Ups CFR to B1, Rates New EUR300MM Notes B3
---------------------------------------------------------------
Moody's Ratings has upgraded TUI Cruises GmbH's corporate family
rating to B1 from B2 and probability of default rating to B1-PD
from B2-PD. Concurrently, Moody's has upgraded the company's EUR524
million senior unsecured notes rating to B3 from Caa1 and assigned
a B3 instrument rating to the new EUR300 million senior unsecured
notes with a 5-year tenor to be issued. The positive outlook is
maintained.

RATINGS RATIONALE

The rating upgrade reflects TUI Cruises' strong recovery in 2023
occupancy rate, reaching 98% (72%) for the Mein Schiff (MS) brand
and 74% (58%) for Hapag-Lloyd Cruises (HPC) brand, combined with
higher average ticket rates, up 5% for MS and 11% for HPC, and
better-than-expected cost controls. Moody's adjusted Debt/EBITDA
was 4.8x and Moody's adjusted EBITA/Interest expense was 4.2x as
year-end 2023, better than Moody's previous expectations.

Moody's expects earnings to further grow in 2024 and beyond on the
back of the strong booking trends and increased capacity from two
new vessels which are expected to start operating from summer 2024
and late 2024. Despite the increased capacity in 2024, load factor
in 2024 is already higher than in 2023. Moody's expects TUI Cruises
to continue to benefit from resilient demand, driven by its
affluent customer base and good brand recognition in the
German-speaking cruise market, a good value proposition versus
land-based vacations, as well as a young and attractive fleet. The
booking levels for Winter 2023/2024 and Summer 2024 are ahead of
2019 levels at higher prices and early bookings for 2025 point to a
continued strong pricing power. While the drawdown on the ECA loans
for the new build ships will slow down the deleveraging path in
2024, Moody's expects leverage to reduce to below 4.0x  in 2025
hence the positive outlook.

To maintain an adequate liquidity, strong profitability and cash
conversion are required given sizeable short term debt obligations.
TUI Cruises' profitable business model (with a Moody's adjusted
profitability around 25.5%) and good operating cash flow conversion
with Moody's Retained Cash flow/ Net debt hovering around 15% over
the next 12 to 18 months will help maintain adequate liquidity,
although the company may have to temporary draw on its revolving
credit facilities during the low season.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects TUI Cruises strong positioning within
the B1 rating and Moody's expectation that the strong booking
trends and capacity increase will enable TUI Cruises to reduce
Moody's adjusted leverage to below 4.0x in 2025. The positive
outlook also assumes that the company will generate sufficient cash
flow to meet its contracted debt repayment obligations over the
next 12-18 months while maintaining an adequate liquidity.

LIQUIDITY

TUI Cruises' liquidity is adequate, supported by EUR120 million of
cash on balance sheet as of December 31, 2023 and EUR342 million of
available credit commitments under its revolving credit facilities
(RCFs). The company's term loan and RCFs mature in December 2025
(with a one-year extension option at TUI Cruises' discretion).
Headroom under the financial covenants is adequate and is expected
to remain so even after Q1 2025, once the original covenant will be
tested again. Moody's expects the company to address its term loan
& RCF maturities as well as the maturity of its senior unsecured
notes due May 2026 well in advance of their due dates. The new
EUR300 million senior unsecured note will improve TUI Cruises'
maturity profile further where the use of proceeds will be to repay
part of the outstanding Kreditanstalt fuer Wiederaufbau (KfW) debt,
ECA debt deferrals and other bank debt.

STRUCTURAL CONSIDERATIONS

The EUR824 million senior unsecured notes – out of which EUR524
existing unsecured notes and EUR300 million unsecured notes to be
issued ranking pari-passu with the existing ones - are rated B3.
The two notches difference from the CFR, reflects the deeply
subordinated nature of the instruments, with around EUR2.6 billion
of debt ranking contractually ahead of the senior unsecured notes.
The unsecured notes rank junior to the EUR1.9 billion of ECA
financing, which has a first-lien security over a large portion of
the fleet; EUR600 million of bank debt, which has a second-lien
security over certain vessels; and a EUR35 million outstanding KfW
loan, which has security over the Mein Schiff trademark. Moody's
used a family recovery rate of 50% because of the mix of bank and
bond debt in the capital structure and the presence of a
comprehensive financial covenant package. The EUR300 million
unsecured notes to be issued in conjunction with EUR28 million cash
will be used to refinance existing debt (EUR320 million) and to pay
for EUR8 million of transaction fees and expenses; this will hence
be neutral in term of leverage.

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

The ratings could be upgraded if Moody's adjusted Debt/EBITDA
approaches to 4.0x on a sustained basis, EBITA/interest expense
remains above 3x, RCF/net debt trends remains well above 15%, while
maintaining an adequate liquidity profile.

Conversely negative ratings pressure could develop if Moody's
adjusted Debt/EBITDA increases sustainably above 5.0x,
EBITA/interest expense declines well below 3.0x, RCF/net debt is
north of 10% or the company's liquidity profile deteriorates.
Evidence of a weaker commitment to its balanced financial policy
could also put downward pressure on the ratings.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TUI Cruises GmbH (TUI Cruises) is a cruising company that operates
a fleet of 11 cruise vessels across two brands: Mein Schiff, a
contemporary brand, and Hapag Lloyd Cruises, a luxury and
expedition brand. TUI Cruises sources its passengers from Germany
(80%-90% across its two brands), Austria and Switzerland, and
offers German-speaking crew on board. TUI Cruises is a joint
venture between TUI AG (B1 positive) and Royal Caribbean Cruises
Ltd. (Royal Caribbean, Ba2 positive).

TUI CRUISES: S&P Assigns Prelim 'B+' Long-Term ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit rating and 'B' issue rating with a recovery rating of '5'
(15% estimated recovery) to German cruise operator TUI Cruises
GmbH.

The stable outlook reflects S&P's expectation of continued
improvement of operational performance for the Mein Schiff fleet
and Hapag Lloyd to support cash flows, based on favorable forward
bookings and higher occupancy levels, including the temporary rise
in leverage to 5.8x if both vessels are delivered as scheduled,
before decreasing toward 4.0x in 2025.

S&P said, "Our rating reflects TUI Cruises' solid position in the
niche market for German-speaking cruises, enabling solid EBITDA
margins beyond 30%. TUI Cruises is the second-largest operator of
German-speaking cruises, with about a 26% market share in 2022,
after AIDA (part of Carnival Corp.). It owns and operates six "Mein
Schiff" vessels and five under the Hapag Lloyd brand. The high
market share is supported by brand recognition in Germany, since it
is associated with the tour operator TUI and its offerings are
tailored to German customers, for example, all-inclusive rooms with
balconies and German-speaking staff. Mein Schiff has a price point
between contemporary and premium cruises, with an average daily
ticket rate of about EUR179 (4% above the 2019 level) attracting
affluent couples aged 40-70 and families. At that price point, it
is an affordable alternative to land-based vacations where we have
seen more pronounced price increases in the last two years. The
Hapag Lloyd brand (acquired in 2020 from TUI AG) operates two
luxury cruise ships (Europa and Europa 2) and three expedition
vessels that are 3-5 years old, both types of ships cater to older,
high-income couples and families, with a meaningfully higher price
point of about EUR757 per day. In our view, the specialized product
offering to the German-speaking market enabled TUI Cruises to
achieve a high S&P Global Ratings-adjusted EBITDA margin of 32.4%
in 2023. We expect margins to slightly increase to 33.6% by 2025,
supported by further recovery of occupancy levels for Mein Schiff
toward 100% and Hapag Lloyd toward 78%, onboarding of new vessels,
and new pricing tool initiatives for both brands, but partially
offset by our expectation of modestly higher fuel costs and rising
labor costs."

The company benefits from a long booking window, which supports
significant revenue and cash flow visibility. In line with the
industry, the sale of tickets starts approximately 18 months before
the sail date. For 2024, TUI Cruises indicates that the booking
window has normalized to pre-pandemic levels for both brands and
yields are higher than before 2020, with 2023 providing revenue
visibility for the next season. Its policy of hedging 60%-80% of
fuel exposure and 60% of U.S. dollar exposure also somewhat limits
cost volatility related to these bookings.

TUI Cruises is an established player in the European cruising
market, though it faces significant competition from other
operators. The company competes against other operators, including
Carnival, Royal Caribbean, and Norwegian, that have been operating
in the cruise business for decades and have contemporary offerings,
some also tailored to German-speaking customers, for example AIDA.
TUI Cruises has limited capacity and lower brand recognition
outside Germany, Austria, and Switzerland, which challenges its
ability to gain market share. However, the company has entrenched
its niche position in the upper contemporary segment of the
cruising industry in Germany. In addition, more than 90% of the
company's customers reside in Germany. TUI Cruises' wealthier
customer base and tailored offers result in its ability to charge
higher ticket prices. In addition, S&P expects the large and
increasing customer group of people aged 40 or older will likely
support continued demand for cruises.

TUI Cruises is exposed to operating volatility, given its smaller
fleet than that of its rated peers and concentration in
German-speaking cruising. Given the company's small fleet of 11
ships and concentrated customer base in Germany, S&P believes it
lacks material asset and geographic diversity. In addition, it
relies on a the highly profitable, but small fleet of six Mein
Schiff vessels, which contributed 87% of company adjusted EBITDA in
2023, to generate cash flow and service its debt. Therefore, TUI
Cruises is more vulnerable to adverse changes in the competitive
landscape and regional economic and environmental conditions than
its larger, more diversified peers. Although the group is exposed
to seasonality and generates more than 60% of EBITDA during the
summer (second and third quarters) it is less seasonal than larger
peers, since it shifts its fleet to the southern hemisphere during
the winter season. However, this also comes at a risk, since
customers need to fly from Germany to those destinations, and
geopolitical risks, such as attacks on the Red Sea, which could
affect ship returns to Europe.

The delivery of new ships will meaningfully increase revenue toward
EUR2.5 billion in 2025, albeit with some execution risk. In June
2024, TUI Cruises is expected to receive the Mein Schiff 7, a
2,900-berth vessel that was originally planned for delivery in 2023
but postponed due to the pandemic. This ship replaces Mein Schiff
Herz, which is no longer part of the operating fleet because it is
leased to Marella Cruises under TUI AG. Mein Schiff Relax is due to
be delivered by the end of 2024 and an additional vessel, expected
in 2026, are meaningfully larger by berths (4,000 compared with
2,500-2,900 for the existing Mein Schiff fleet), which could
somewhat reduce the current cost efficiency it has from operating
similar size vessels. S&P expects the new ships to improve TUI
Cruises' market position in Germany, although it is not yet clear
how the additional capacity will affect pricing in the German
market and for the existing smaller vessels.

Leverage is expected to temporarily increase toward 5.8x in 2024 on
the delivery of the two new ships, before reducing to 4.0x in 2025.
This is due to approximately EUR1.4 billion of growth capital
expenditure (capex) related to the two ships. S&P said, "We
estimate that EUR1.2 billion is covered by committed lines from the
Export Credit Agency (ECA), but the timing of deliveries, June 2024
and the end of 2024, respectively, will be the key driver of
leverage. The group has the next ship delivery in 2026, therefore
we expect the full-year contribution of both vessels in 2025,
together with continued improvements for the existing fleets, to
bring leverage down to around 4.0x."

The ongoing need for funding to build new ships makes the cruise
industry capital intensive. In addition, the requirement to take
delivery of ships regardless of the operating environment could
slow TUI Cruises' ability to reduce leverage, given its current
ship delivery schedule. Cruise operators generally must commit to
ship orders at least three to five years in advance, owing to the
limited number of shipyards globally that are equipped to build
cruise ships for the contemporary segment. Although the operators
typically obtain financing commitments before delivery (often when
they sign the contracts to build), which provides liquidity support
if cash flow declines, the incremental debt can erode their credit
measures during times of operating weakness because debt increases
while EBITDA declines.

TUI Cruises has not placed new ship orders since the start of the
pandemic, so it has no ship deliveries scheduled after 2026. S&P
believes the company has prioritized strengthening its cash flows
and leverage improvement in recent quarters over ordering new ships
because it is still recovering from the pandemic. However, its
improving balance sheet, the need to reinvigorate the fleet with
new ships and new amenities to stay competitive, and the
requirement to periodically replace aging ships will likely lead to
a resumption of orders for new ships over the next two years.

S&P said, "We believe the successful placement of the EUR300
million of unsecured notes will pave the way for repayment of the
remaining KfW and ECA-related debt and a return to TUI Cruises'
financial policy. The proposed EUR300 million of unsecured notes,
in addition to cash on the balance sheet, will finance the
repayment of EUR177 million of ECA deferral loans, a EUR62 million
of KfW loan, and EUR97 million of the secured term loan, which
following the partial repayment will be converted into a fully
drawn EUR261 million revolving credit facility (RCF). The
transaction has a marginal impact on our leverage forecast. The
outstanding KfW loan and ECA deferral loans currently restrict any
dividend payments to TUI Cruises' shareholders. The transaction
will accelerate the repayment of those debt obligations, and with
further repayments from its operating cash flows, we expect TUI
Cruises' leverage could return to company's adjusted leverage
target range of 3.5x-4.0x. This could imply a resumption of
dividends from 2025 onward.

"We understand that TUI Cruises' parent entities TUI AG
(B+/Positive/--) and Royal Caribbean Cruises Ltd. (BB+/Stable/--),
which each hold 50% of its share capital, operate as a true
partnership. We rate the joint venture TUI Cruises on a stand-alone
basis. We understand that key strategic and financial decisions,
such as management changes, major investments, or dividend
distributions, require the consent of both shareholders. As such,
we believe that one shareholder cannot direct cash flows in a
manner that is detrimental to the other. In other words, the
financial difficulty of one parent is less likely to impair the
credit quality of the joint venture than if TUI Cruises had a
single parent. Equally, one shareholder would not be able to
support TUI Cruises without the consent of the other.

"Our 'B+' preliminary rating is subject to receipt and satisfactory
review of all final documentation and final terms of the
transaction. The preliminary rating should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to, utilization of proceeds, maturity size and conditions of the
facilities, financial and other covenants, security, and ranking.

"The stable outlook reflects our expectation of continued strong
operational performance of the existing Mein Schiff fleet, and
further improvements for the Hapag Lloyd fleet, to support cash
flows such that funds from operations (FFO) to debt remains above
15%, based on favorable forward bookings and higher occupancy
levels. We assume the delivery of the two new vessels in June 2024
and the fourth quarter of 2024. However, we expect leverage will
increase temporarily to 5.8x in 2024 before decreasing toward 4.0x
in 2025 on the back of the new ships' full-year earnings
contribution."

S&P could lower the rating if:

-- S&P Global Ratings-adjusted debt to EBITDA does not improve
below 5.0x;

-- S&P Global Ratings-adjusted FFO to debt remains below 15%; or

-- TUI Cruises' liquidity weakens.

This could follow weaker earnings due to less meaningful
improvements in ship utilization, higher-than-anticipated cost
inflation, difficulties to market new vessels, or unexpected
external factors, for example environmental- or tax-regulation
changes. It could also stem from a more aggressive financial policy
or inability to address the extension of committed facilities in a
timely manner.

S&P could raise the rating if TUI Cruises sustainably achieves the
following metrics, incorporating ship deliveries:

-- S&P Global Ratings-adjusted debt to EBITDA sustainably below
4.0x; and

-- S&P Global Ratings-adjusted FFO to debt above 20%.

Environmental factors are a negative consideration because of the
company's heavy reliance on fuel, which creates greenhouse gas
emissions, as well as its exposure to waste and pollution risks and
increasing environmental regulations. These risks could lead to an
increase in its required investment spending or fines if not
properly managed. The need to equip existing vessels with the
capacity to use less CO2-emitting fuel could increase investment
needs and dry dock days. S&P also expects the company to incur
costs from the ETS program that took effect in January 2024 for
shipping companies, however with limited expense in the short
term.

Social factors are a moderately negative consideration. Although
TUI Cruises' cash flow has recovered from the pandemic, health and
safety factors remain a negative consideration in S&P's credit
rating analysis. This reflects the leverage overhang from
incremental debt issued during the pandemic to finance a long
period of significant cash use during the industry's suspension and
recovery. TUI Cruises also faces health and safety risks, such as
accidents that could impair earnings and brand perception. It also
factors in potential public opposition to cruises, with recent
restrictions implemented in Barcelona's port as well as risks from
a change in the tonnage tax regime that currently leads to a
relatively low tax burden.

Governance is a neutral consideration. TUI Cruises is 50% owned by
TUI AG and 50% by Royal Caribbean with neither consolidating the
entity. S&P said, "We consider that decisions can only be taken
based on a majority vote, showing that neither entity has control
over TUI Cruises' cash flows and profits without the other's
consent. We note that before the pandemic, TUI Cruises paid
meaningful dividends to its shareholders and we expect this
financial policy to be reinstated once the group has successfully
onboarded its two new vessels in 2024, constraining deleveraging."


WIRECARD AG: Ex-Shareholders Sue EY Over Alleged Asset Stripping
----------------------------------------------------------------
Olaf Storbeck at The Financial Times reports that former Wirecard
shareholders are suing EY Germany over alleged asset stripping as
they fear a complex organisational revamp at the Big Four firm will
make it harder if not impossible to enforce damage claims over its
allegedly flawed audits of the defunct payments group.

EY is facing an avalanche of lawsuits from former Wirecard
investors, as well as its administrator, demanding billions of
euros in damages, the FT notes.

The Big Four firm had issued unqualified audits for almost a decade
for the once-celebrated German tech company, which collapsed in
June 2020 in one of Europe's largest accounting scandals, the FT
recounts.

The firm last month accepted a EUR500,000 fine from Germany's audit
watchdog over alleged violations of its professional duties as well
as a two-year ban on taking on new, large, listed audit clients,
the FT discloses.  EY said it did not agree with all of the
watchdog's findings, the FT notes.

EY, the FT says, is adamant that damage claims from Wirecard
investors are unmerited, but earlier this year it executed a
complex internal reorganisation ringfencing its lucrative non-audit
operations, according to people familiar with the transaction.

In a multi-stage process that first involved a change of the
existing group's legal structure, the firm then carved out its
highly profitable consulting, tax and M&A advisory operations
through an asset swap between the legacy body and three of EY's
four business lines, the FT relays.

The profitable units, which account for three-quarters of its
annual EUR2.6 billion revenue, are now sitting in separate legal
entities from its auditing business, the FT states.  Of the firm's
11,000 employees, 8,000 as well as the units' client relationships
were also transferred, the FT notes.

"The legal entity that is subject to the Wirecard lawsuits is
stripped of significant assets, which otherwise could have been
used to cover damage claims," the FT quotes Joachim Lehnhardt, a
partner at Quinn Emanuel Urquhart & Sullivan, which represents a
number of large institutional shareholders who are suing EY, as
saying.  He said this made it "much harder to enforce claims" over
the Wirecard audits.

According to the FT, in a worst-case scenario for claimants, the
legal entity that is subject to the lawsuits, and currently
generates EUR714 million in annual revenue, could even "be turned
into an empty shell with no operative business and no assets", Mr.
Lehnhardt warned.

Berlin-based litigation lawyer Marc Liebscher, who is part of the
legal team that is pursuing a class-action lawsuit against EY, said
the changes were a "brazen move to protect the bulk of EY's assets
in Germany from the Wirecard litigation", the FT relates.

Mr. Liebscher and his colleges already filed a motion to Bavaria's
highest district court, which is hearing the class action lawsuit,
that the split was happening in bad faith hence constituting an
"abuse of law", the FT discloses.  In the motion, which was seen by
the FT, the lawyers demanded the court establish that all of EY's
German business units remain liable for potential damages.

Wirecard's administrator Michael Jaffe, who late last year filed a
lawsuit of EUR1.5 billion in damages against EY, is also highly
concerned about the move and is evaluating legal steps against the
reshuffle, according to people familiar with his thoughts, the FT
notes.

According to the FT, EY said in a statement that its reorganisation
aligned its legal structure in Germany with other European
countries, adding that it was also reflecting diverging regulatory
requirements for its different business lines.




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

ARES EUROPEAN X: Moody's Affirms B2 Rating on EUR13.5MM F Notes
---------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Ares European CLO X DAC:

EUR30,250,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Mar 9, 2023 Upgraded to
Aa1 (sf)

EUR17,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Mar 9, 2023 Upgraded to Aa1
(sf)

EUR31,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Mar 9, 2023
Upgraded to A1 (sf)

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

EUR274,500,000 (Current outstanding amount EUR247,799,079) Class A
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Mar 9, 2023 Affirmed Aaa (sf)

EUR25,750,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa2 (sf); previously on Mar 9, 2023
Upgraded to Baa2 (sf)

EUR26,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Mar 9, 2023
Affirmed Ba2 (sf)

EUR13,500,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Mar 9, 2023
Affirmed B2 (sf)

Ares European CLO X DAC, issued in September 2018 and refinanced in
June 2021, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Ares European Loan Management LLP ("AELM").
The transaction's reinvestment period ended in April 2023.

RATINGS RATIONALE

The rating upgrades on the Class B-1 notes, the Class B-2 notes and
Class C notes are primarily a result of the deleveraging of the
senior notes following amortisation of the underlying portfolio
since the last rating action in March 2023.

The affirmations on the ratings on the Class A notes, Class D
notes, Class E notes and Class F notes are primarily a result of
the expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.

The Senior notes have paid down by approximately EUR26.7 million
since the last rating action in March 2023. As a result of the
deleveraging, over-collateralisation (OC) has increased across the
capital structure. According to the collateral administrator report
dated March 2024 [1] the Class A/B, Class C, Class D and Class E OC
ratios are reported at 143.28%, 129.46%, 120.00% and 111.75%
compared to February 2023 [2] reported levels of 140.41%, 127.89%,
119.20% and 111.55%, respectively.

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: EUR401,600,908

Defaulted Securities: EUR5,686,255

Diversity Score: 59

Weighted Average Rating Factor (WARF): 3084

Weighted Average Life (WAL): 4.02 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.96%

Weighted Average Coupon (WAC): 4.22%

Weighted Average Recovery Rate (WARR): 44.31%

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.
Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

BLUEMOUNTAIN 2016-1: S&P Affirms 'B-(sf)' rating on Cl. F-R Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on BlueMountain EUR
CLO 2016-1 DAC's class B-R notes to 'AA+ (sf)' from 'AA (sf)',
class C-R notes to 'AA (sf)' from 'A (sf)', and class D-R notes to
'A (sf)' from 'BBB (sf)'. At the same time, S&P affirmed its 'AAA
(sf)' rating on the class A-R notes, its 'BB (sf)' rating on the
class E-R notes, and its 'B- (sf)' rating on the class F-R notes.

The rating actions follow the application of S&P's global corporate
CLO criteria and its credit and cash flow analysis of the
transaction based on the January 2024 trustee report.

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

Since S&P reviewed the transaction in April 2018:

-- The portfolio's weighted-average rating is unchanged at 'B'.

-- The portfolio has become more diversified since the closing
analysis (the number of performing obligors has increased to 141
from 103).

-- The portfolio's weighted-average life has decreased to 3.532
years from 5.945 years.

-- The percentage of 'CCC' rated assets has increased to 5.52%
from 2.48%.

Despite a slight deterioration in credit quality, the scenario
default rates (SDRs) have decreased for all rating scenarios,
mainly due to the reduction in the portfolio's weighted-average
life to 3.532 years from 5.945 years and obligor and industry
diversification in the portfolio.

  Portfolio benchmarks
                                       CURRENT     PREVIOUS

  SPWARF                              2,935.78     2,528.14

  Default rate dispersion (%)           653.19       798.10

  Weighted-average life (years)          3.532        5.945

  Obligor diversity measure             122.88        87.49

  Industry diversity measure            23.248       16.215

  Regional diversity measure             1.369        1.931

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

On the cash flow side:

-- The transaction's reinvestment period ended in April 2022. The
class A-R notes have deleveraged by EUR71.71 million since then.

-- No class of notes is deferring interest.

-- All coverage tests are passing as of the January 2024 trustee
report.

  Transaction key metrics
                                       CURRENT     PREVIOUS

  Total collateral amount (mil. EUR)*   325.70       400.00

  Defaulted assets (mil. EUR)             3.09         0.00

  Number of performing obligors            141          103

  Portfolio weighted-average rating          B            B

  'CCC' assets (%)                        5.52         2.48

  'AAA' SDR (%)                          58.38        66.03

  'AAA' WARR (%)                         35.90        36.00

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

  Credit enhancement
                                        (BASED ON THE JANUARY
              CURRENT                    2024 TRUSTEE REPORT)
  CLASS     AMOUNT (EUR)     CURRENT (%)     PREVIOUS (%)

  A-R       163,492,599        49.80         41.20

  B-R        50,000,000        34.45         28.70

  C-R        26,400,000        26.35         22.10

  D-R        21,800,000        19.65         16.65

  E-R        25,000,000        11.98         10.40

  F-R        11,200,000         8.54          7.60

  Sub        44,200,000          N/A           N/A

Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)]/ [Performing balance +
cash balance + recovery on defaulted obligations (if any)].
N/A--Not applicable.


S&P said, "In our view, the portfolio is diversified across
obligors, industries, and asset characteristics. The aggregate
exposure to the top 10 obligors is now 13.42%. Hence, we have
performed an additional scenario analysis by applying adjustments
for spread and recovery compression. At the same time, almost 27%
of the assets pay semiannually. The CLO has a smoothing account
that helps to mitigate any frequency timing mismatch risks.

"Based on the improved SDRs and continued deleveraging of the
senior notes--which has increased available credit enhancement--we
raised our ratings on the class B-R, C-R, and D-R notes, as the
available credit enhancement is now commensurate with higher levels
of stress.

"At the same time, we affirmed our ratings on the class A-R, E-R,
and F-R notes."

The cash flow analysis indicated higher ratings than those
currently assigned for the class B-R, C-R, D-R, and E-R notes
(without the above-mentioned additional sensitivity analysis). S&P
said, However, we have considered that the manager may still
reinvest unscheduled redemption proceeds and sale proceeds from
credit-impaired and credit-improved assets. Such reinvestments (as
opposed to repayment of the liabilities), may prolong the repayment
profile for the most senior class of notes. We also considered the
portion of senior notes outstanding, the current macroeconomic
environment, and these classes' seniority. Considering all of these
factors, we raised our ratings on the class B-R notes by one notch
and the class C-R and D-R notes by three notches and affirmed our
rating on the class E-R notes."

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

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


CROSS OCEAN IX: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Cross Ocean Bosphorus CLO IX DAC final
ratings, as detailed below.

   Entity/Debt                Rating             Prior
   -----------                ------             -----
Cross Ocean Bosphorus
CLO IX DAC

   Class A XS2760670369   LT AAAsf  New Rating   AAA(EXP)sf

   Class B XS2760673389   LT AAsf   New Rating   AA(EXP)sf

   Class C XS2760674601   LT Asf    New Rating   A(EXP)sf

   Class D XS2760677539   LT BBB-sf New Rating   BBB-(EXP)sf

   Class E XS2760684584   LT BB-sf  New Rating   BB-(EXP)sf

   Class F XS2760729868   LT B-sf   New Rating   B-(EXP)sf

   Subordinated Notes
   XS2760731252           LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

Cross Ocean Bosphorus CLO IX DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds have been used to purchase a portfolio with a
target par of EUR400 million. The portfolio is actively managed by
Cross Ocean Adviser LLP. The CLO has a five-year reinvestment
period and a nine-year weighted average life test (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch weighted average rating factor of the identified portfolio is
24.6.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.9%.

Diversified Portfolio (Positive): The transaction has one matrix
effective at closing corresponding to the 10 largest obligors
concentration and fixed-rate asset limits of 20% and 5% of the
portfolio, respectively. There is also one forward matrix
corresponding to the same top 10 obligors and fixed-rate assets
limits that will be effective one year post closing, provided that
the collateral principal amount (defaults at Fitch-calculated
collateral value) is at least at the reinvestment target par
balance.

The transaction also includes various concentration limits,
including maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

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

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

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio, the
class F notes display a rating cushion of five notches, the class D
and E notes of three notches, the class C notes one notch, and the
class B notes two notches. There is no rating cushion for the class
A notes.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch's stress portfolio
would lead to upgrades of up to three notches for the notes, except
for the 'AAAsf' rated notes, which are at the highest level on
Fitch's scale and cannot be upgraded.

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Cross Ocean
Bosphorus CLO IX DAC. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.

KINBANE 2024-RPL1: S&P Assigns B-(sf) Rating to Cl. F Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Kinbane 2024-RPL
1 DAC's (Kinbane's) class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and
F-Dfrd notes. At closing, Kinbane also issued unrated class RFN and
Z notes.

S&P's ratings address the timely payment of interest and the
ultimate payment of principal on the class A notes. Its ratings on
the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes address
the ultimate payment of interest and principal on these notes. The
class B-Dfrd to F-Dfrd notes can continue to defer interest even
when they become the most senior class outstanding. Interest will
accrue on any deferred interest amounts at the respective note
rate.

S&P's ratings on the class E-Dfrd and F-Dfrd notes also address the
payment of interest based on the lower of the stated coupon and the
net weighted-average coupon.

Senior fees and interest due on the class A notes are supported by
a liquidity reserve fund, the general reserve fund and available
principal.

Kinbane is a static RMBS transaction that securitizes a portfolio
of EUR302.3 million loans, which comprises mostly (87.3%)
owner-occupied and some buy-to-let (BTL) mortgage loans. The
Governor and Company of the Bank of Ireland (BOI), KBC Bank Ireland
PLC (KBC), and ACC Bank PLC (ACC) originated the majority of the
loans. ICS Building Society originated a small portion of the
pool.

Of the loans, EUR290.2 million are secured over residential
properties in Ireland, so credit is only given to this portion in
the credit and cash flow analysis, and EUR12.1 million are
unsecured.

At closing, the issuer used the issuance proceeds to purchase the
beneficial interest in the mortgage loans from the seller. The
issuer granted security over all its assets in the security
trustee's favor. S&P considers the issuer to be a bankruptcy remote
entity, and it has received legal opinions that indicate that the
sale of the assets would survive the sellers' insolvency.

Mars Finance DAC (Mars) and Pepper Finance Corporation (Ireland)
DAC (Pepper) are the servicers for all of the loans in the
transaction. Mars assumed servicing responsibility for the
BOI-originated loans (both Snow V retail and business banking
subpools) in September 2023. A small segment (4.5% of the total
pool) migrated earlier, in April 2023. These loans were serviced by
their originator (BOI) up to these dates. Pepper is the servicer of
the non-BOI-originated loans. S&P has considered this in light of
its operational risk criteria, and it does not constrain its
ratings. Mars and Pepper will also act as the legal titleholders
until a perfection event occurs.

There are no rating constraints in the transaction under S&P's
structured finance sovereign risk criteria.

The documented replacement triggers and collateral posting
framework under the cap agreement support a maximum rating of 'AAA'
under S&P's counterparty risk criteria.

The timely payment of interest on the class A notes is supported by
the liquidity reserve fund, which was fully funded at closing to
its required level of 3.0% of the class A notes' balance.
Furthermore, the transaction benefits from a yield supplement of
5.50% overcollateralization, which is released to the revenue
waterfall over time. Principal can also be used to cover certain
senior items. The class B to F-Dfrd notes are supported by a
non-liquidity reserve fund, which is available to cover any
interest shortfalls and principal deficiency ledger (PDL) amounts
outstanding.

Although the loans in the pool were originated as prime mortgages,
the portfolio has been characterized by high arrears levels
(currently 56.6%) and a significant number of restructures
(currently 76.3%). S&P has accounted for this in its analysis.

In S&P's analysis, it gave credit to payment rates and applied a
lower arrears adjustment at 'A' rating category and below to loans
that have consistently made above 80% of their scheduled monthly
mortgage payments and that the servicer identified for permanent
restructure.

  Ratings

  CLASS       RATING*      AMOUNT (MIL. EUR)    CLASS SIZE (%)§

  A           AAA (sf)        199.502              66.0

  B-Dfrd      AA (sf)          15.114               5.0

  C-Dfrd      A (sf)           10.580               3.5

  D-Dfrd      BBB (sf)          6.801               2.3

  E-Dfrd      BB (sf)           6.801               2.3

  F-Dfrd      B- (sf)           9.068               3.0

  RFN         NR                8.570               2.8

  Z           NR               37.784              12.5

  Yield supplement
  overcollateralization
  (YSO)       N/A              16.626               5.5

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes and the ultimate
payment of interest and principal on the other rated notes. Its
ratings on the class E-Dfrd and F-Dfrd notes also address the
payment of interest based on the lower of the stated coupon and the
net weighted-average coupon.
§Note sizes are based on 94.5% of the total asset balance, which
excludes the 5.50% overcollateralization.
NR--Not rated.
N/A--Not applicable.
Dfrd--Deferrable.


ROCKFORD TOWER 2018-1: Fitch Assigns 'B-sf' Rating to Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Rockford Tower Europe CLO 2018-1 DAC
reset final ratings, as detailed below.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
Rockford Tower Europe
CLO 2018-1 DAC

   A-1 XS1900078988     LT PIFsf  Paid In Full   AAAsf
   A-2 XS1900079283     LT PIFsf  Paid In Full   AAAsf
   A-R XS2779840912     LT AAAsf  New Rating
   B XS1900079796       LT PIFsf  Paid In Full   AA+sf
   B-1-R XS2779841134   LT AAsf   New Rating
   B-2-R XS2779841308   LT AAsf   New Rating
   C XS1900080026       LT PIFsf  Paid In Full   A+sf
   C-R XS2779841563     LT Asf    New Rating
   D XS1900080455       LT PIFsf  Paid In Full   BBB+sf
   D-R XS2779841720     LT BBB-sf New Rating
   E XS1900080885       LT PIFsf  Paid In Full   BB+sf
   E-R XS2779842025     LT BB-sf  New Rating
   F XS1900080612       LT PIFsf  Paid In Full   B+sf
   F-R XS2779842371     LT B-sf   New Rating

TRANSACTION SUMMARY

Rockford Tower Europe CLO 2018-1 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds have been used to redeem the existing notes
(except the subordinated notes) and to fund the existing portfolio
and top-up the portfolio using excess cash to reach a target par of
EUR400 million. The portfolio is actively managed by Rockford Tower
Capital Management L.L.C. The CLO has a two-year reinvestment
period and a 6.5 year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'. The Fitch-calculated
weighted average rating factor of the identified portfolio is
24.23.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the identified portfolio is
63.72%.

Diversified Portfolio (Positive): The transaction will include two
matrices effective at closing corresponding to the 10 largest
obligors at 22% of the portfolio balance and fixed-rate asset
limits at 7.5% and 15% of the portfolio. The transaction also
includes various concentration limits, including exposure to the
three largest Fitch-defined industries in the portfolio at 40.0%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

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

Cash-flow Modelling (Positive): The WAL used for the transaction's
stressed-case portfolio and matrix analysis is 12 months shorter
than the WAL covenant. This reflects the strict reinvestment
criteria post reinvestment period, which includes satisfaction of
Fitch 'CCC' limitation and the coverage tests, as well as a WAL
covenant that linearly steps down over time. In Fitch's opinion,
these conditions reduce the effective risk horizon of the portfolio
during stress periods.

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio, the
class B-R, D-R, E-R and F-R notes display a rating cushion of two
notches. The class C-R notes have one notch and there is no rating
cushion for the class A-R notes.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch's stress
portfolio would lead to upgrades of up to four notches for the
notes, except for the 'AAAsf' rated notes, which are at the highest
level on Fitch's scale and cannot be upgraded.

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

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

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

DATA ADEQUACY

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

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for [name of
Entity/Instrument]. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.

RYE HARBOUR CLO: Moody's Affirms B3 Rating on EUR11MM F-R Notes
---------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Rye Harbour CLO, Designated Activity Company:

EUR10,000,000 Class C-1R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Dec 11, 2023
Upgraded to Aa1 (sf)

EUR12,750,000 Class C-2R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Dec 11, 2023
Upgraded to Aa1 (sf)

EUR19,225,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A1 (sf); previously on Dec 11, 2023
Upgraded to A2 (sf)

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

EUR186,750,000 (current outstanding amount EUR69,280,728.49) Class
A-1R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Dec 11, 2023 Affirmed Aaa (sf)

EUR25,000,000 (current outstanding amount EUR9,274,528.58) Class
A-2R Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Dec 11, 2023 Affirmed Aaa (sf)

EUR15,000,000 Class B-1R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Dec 11, 2023 Affirmed Aaa
(sf)

EUR20,000,000 Class B-2R Senior Secured Fixed/Floating Rate Notes
due 2031, Affirmed Aaa (sf); previously on Dec 11, 2023 Affirmed
Aaa (sf)

EUR23,400,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Dec 11, 2023
Affirmed Ba2 (sf)

EUR11,000,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B3 (sf); previously on Dec 11, 2023
Affirmed B3 (sf)

Rye Harbour CLO, Designated Activity Company, originally issued in
January 2015 and refinanced in April 2017, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Bain Capital
Credit, Ltd. The transaction's reinvestment period ended in April
2022.

RATINGS RATIONALE

The upgrades on the ratings on the Class C-1R, C-2R and D-R notes
are primarily a result of the significant deleveraging of the
senior notes following amortisation of the underlying portfolio
since the last rating action in December 2023.

The affirmations to the ratings on the Class A-1R, A-2R, B-1R,
B-2R, E-R and F-R notes are primarily a result of the expected
losses on the notes remaining consistent with their current rating
levels, after taking into account the CLO's latest portfolio, its
relevant structural features and its actual over-collateralisation
ratios.

The Class A-1R and Class A-2R notes have paid down by approximately
EUR35.5 million (16.8%) since the last rating action in December
2023 and EUR133.2 million (62.9%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased for Class A
to E notes. According to the trustee report dated March 2024 [1]
the Class A/B, Class C, Class D and Class E OC ratios are reported
at 177.57%, 147.93%, 129.64% and 112.69% compared to November 2023
[2] levels of 160.60%, 139.33%, 125.31% and 111.64% respectively.

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: EUR194.34m

Defaulted Securities: EUR16.6m

Diversity Score: 42

Weighted Average Rating Factor (WARF): 2860

Weighted Average Life (WAL): 2.99 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.63%

Weighted Average Coupon (WAC): 4.72%

Weighted Average Recovery Rate (WARR): 42.9%

Par haircut in OC tests and interest diversion test: none

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

Factors that would lead to an upgrade or downgrade of the ratings:

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels. Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.

SIGNAL HARMONIC II: Fitch Assigns B-sf Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Signal Harmonic CLO II DAC final
ratings, as detailed below.

   Entity/Debt                  Rating             Prior
   -----------                  ------             -----
Signal Harmonic
CLO II DAC

   Class A XS2768773306     LT AAAsf  New Rating   AAA(EXP)sf

   Class B-1 XS2768773488   LT AAsf   New Rating   AA(EXP)sf

   Class B-2 XS2771656274   LT AAsf   New Rating   AA(EXP)sf

   Class C XS2768773645     LT Asf    New Rating   A(EXP)sf

   Class D XS2768773728     LT BBB-sf New Rating   BBB-(EXP)sf

   Class E XS2768773561     LT BB-sf  New Rating   BB-(EXP)sf

   Class F XS2768773991     LT B-sf   New Rating   B-(EXP)sf

   Subordinated Notes
   XS2768774379             LT NRsf   New Rating

TRANSACTION SUMMARY

Signal Harmonic CLO II DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, second-lien loans and high-yield bonds. Note proceeds
were used to fund a portfolio with a target par of EUR400 million.
The portfolio is actively managed by Signal Harmonic Limited and
Signal Capital Partners Limited.

This is the second CLO managed by the collateral managers. The CLO
has a 4.5-year reinvestment period and a 7.5-year weighted average
life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
24.5.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.1%.

Diversified Portfolio (Positive): The transaction includes various
concentration limits, including the maximum exposure to the three
largest (Fitch-defined) industries in the portfolio at 40%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

Portfolio Management (Neutral): The transaction has one Fitch test
matrix, which corresponds to a top 10 obligor concentration limit
of 20% and a maximum fixed-rate asset limit at 7.5%. The
transaction has a four-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

The transaction can step-up one year at one year post closing,
subject to all tests passing and the collateral principal amount
with defaults at Fitch collateral value is at least at the target
par.

Cash Flow Modelling (Positive): The WAL used for the transaction
stress portfolio is reduced by 12 months from the WAL covenant.
This reduction to the risk horizon accounts for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include, among others, passing both the
coverage tests and the Fitch 'CCC' test post reinvestment as well a
WAL covenant that progressively steps down over time. Fitch
believes these conditions would reduce the effective risk horizon
of the portfolio during the stress period.

RATING SENSITIVITIES

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

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio, all notes display a two-notch rating
cushion except for the class A notes, which are already rated
'AAAsf'.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the stressed portfolio would lead to downgrades of up to four
notches for the class A to D notes and to below 'B-sf' for the
class E and F notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except for the 'AAAsf' rated notes, which are at the
highest level on Fitch's scale and cannot be upgraded.

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Signal Harmonic CLO
II DAC. In cases where Fitch does not provide ESG relevance scores
in connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.



=========
I T A L Y
=========

IMA INDUSTRIA: Moody's Affirms B2 CFR, Rates New EUR450MM Notes B2
------------------------------------------------------------------
Moody's Ratings affirmed the B2 long-term Corporate Family Rating
and the B2-PD Probability of Default Rating of Italian automatic
production and packaging machinery manufacturer IMA INDUSTRIA
MACCHINE AUTOMATICHE S.P.A. ("IMA" or "group"). Concurrently,
Moody's has assigned a B2 rating to the proposed EUR450 million
senior secured floating rate notes (FRNs) issued by IMA.

Moody's further affirmed IMA's B2 instrument ratings on the EUR830
million senior secured fixed rate notes due 2028 and the EUR450
million senior secured floating rate notes due 2028. The outlook
changed to positive from stable.

The proceeds from the senior secured notes issuance will be used to
repay the around EUR408 million total of PIK notes issued by Sofima
S.p.A. (including accrued PIK interest and redemption costs), for
financing of bolt-on M&A activity, and to fund transaction related
fees and expenses.

The assigned rating to the proposed EUR450 million FRNs is subject
to the transaction closing and review of the final documentation.

The rating action reflects:

-- The proposed refinancing of the PIK notes (issued outside the
restricted group by Sofima S.p.A.) with debt at the restricted
group, which results in an increase of pro-forma Moody's adjusted
gross debt to EBITDA to 5.5x from 4.9x in 2023.

-- This increase of leverage is well within Moody's expectations
for IMA's B2 CFR of 5.5x-6.5x. The rating is strongly positioned,
based on expectation of further earnings growth and positive Free
Cash Flow (FCF) generation, as working capital consumption
normalizes from 2024 onwards.

-- The redemption of the PIK notes removes complexity of the
group's capital structure and eliminates the previous uncertainty
regarding the potential cash leakage.

-- A small portion of around EUR37 million of the FRNs issuance
proceeds will be used to refinance acquisitions. Moody's expects
IMA to remain acquisitive.

RATINGS RATIONALE

IMA's B2 ratings incorporate the company's leading positions in the
global packaging machinery market for pharmaceuticals, tea, food
and tobacco with resilient demand characteristics; sizeable and
recurring high-margin after-sales services; balanced geographical
footprint; industry-leading profitability with an average 14.6%
Moody's-adjusted EBITA margin over 2021-23; long-lasting customer
relationships; and track record of free cash flow (FCF) generation
supported by moderate capital spending needs.

The factors that constrain the rating include IMA's highly levered
capital structure, with Moody's-adjusted gross debt/EBITDA of 5.5x
as of year-end 2023 on a pro forma basis; volatile order intake as
well as revenue generation and capital spending needs dependent on
order flow; and possible debt-funded acquisitions.

OUTLOOK

The outlook is positive. The rating is strongly positioned, based
on Moody's expectation of organic earnings growth, providing
potential to reduce Moody's adjusted gross leverage towards 5.0x in
the next 12-18 months. Moody's expects the company to grow revenues
in the mid to high-single digits in the next 12-18 months while
improving Moody's adjusted EBITA margin towards 16% (15% in 2023).
Additionally, Moody's expects the company's FCF/Debt to increase
towards high single digits from 2024 onwards, as working capital
consumption normalizes. The forward view does not incorporate
debt-financed acquisitions or dividends that would meaningfully
increase leverage.

LIQUIDITY

Liquidity is good, supported by EUR202 million of cash on balance
sheet as of December-end 2023, the proposed upsized EUR175 million
of revolving credit facility (RCF), of which EUR25 million was
drawn as of December-end 2023 and expectation of positive Free Cash
Flow (FCF) generation in excess of EUR150 million in 2024 and in
2025.

STRUCTURAL CONSIDERATIONS

The proposed FRNs notes will be issued by IMA and rank pari passu
with other existing material debt issued by IMA. The B2 instrument
rating for the proposed EUR450 million FRNs has therefore been
aligned with that of other senior secured notes that are rated B2.

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

Moody's could upgrade ratings if (1) EBITA margin remained in
excess of 14%; and (2) leverage declined to sustainably below 5.5x
debt/EBITDA; and (3) FCF/debt approached 10%; and (4) liquidity
remains good; and (5) financial policy focused on leverage
reduction.

Conversely, Moody's could downgrade ratings if (1) EBITA margin
fell towards 10%; or (2) leverage above 6.5x debt/EBITDA; or (3)
FCF around break-even levels; or (4) deteriorating liquidity.

All metrics on a Moody's-adjusted basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

IMA INDUSTRIA MACCHINE AUTOMATICHE S.P.A. (IMA), headquartered in
Bologna, Italy, is a world leader in the design and assembly of
automated machines for the processing and packaging of
pharmaceuticals, food, tea, coffee and tobacco. In 2023 IMA
generated revenue of around EUR2.3 billion and reported EBITDA of
around EUR419 million. Members of the Vacchi family own
approximately 51.0% of IMA's shares, with the remainder held by
funds of private equity firms BDT & MSD Partners.

IMA SPA: S&P Affirms 'B' ICR on PIK Refinancing, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its ratings on IMA SpA, including its
'B' issuer credit rating and 'B' ratings on its senior secured
notes. S&P assigned its 'B' issue rating to IMA's proposed EUR450
million senior secured floating rate notes due 2029. The recovery
rating on the senior notes remains unchanged at '3' with a 55%
prospect of recovery.

The stable outlook reflects S&P's view that IMA's S&P Global
Ratings-adjusted debt to EBITDA will remain about 6.0x in 2024,
while its cash interest coverage will remain above 2.5x. S&P also
expects the group will restore its FOCF generation from 2024
onward.

Growth prospects for all IMA's business units, plus sticky customer
relationships and recurring aftersales revenues, will drive
turnover expansion, supported by inorganic growth. Despite complex
macroeconomic dynamics in its key operating regions in 2023, IMA's
revenue grew 15.9%, to EUR2.3 billion in fiscal 2023, based on
preliminary figures, from EUR2.0 billion a year earlier. This
increase was supported by the nondiscretionary nature of the
pharmaceutical and consumer end-markets, and 38% revenue growth in
the automation division--here revenues reached EUR392 million,
equivalent to 17% of IMA's total 2023 turnover (from 14% in 2022).

At end-2023, preliminary figures show IMA's order backlog at EUR1.4
billion, similar to 2022, providing good revenue visibility for
2024. Sales growth this year should be underpinned by long-term
packaging trends, such as the increase in packaging varieties,
which is demanding greater machine flexibility. Environmentally
friendlier packaging materials could also necessitate modifications
to existing machines. Moreover, IMA's expansion into the automotive
segment with new solutions for e-mobility should continue to
support growth in automation, albeit normalizing to around 12%,
from 38% in 2023.

S&P said, "Furthermore, we expect revenue expansion to be supported
by inorganic growth from small bolt-on acquisitions. We forecast
IMA's revenue to increase by about 7% in 2024 to almost EUR2.5
billion, after anticipated revenue growth of 15.9% in 2023 (17.9%
in 2022).

"We anticipate broadly stable to moderately improving profitability
in 2024, mainly on cost efficiency initiatives and turnover
expansion leading to slightly better absorption of fixed costs. The
S&P Global Ratings-adjusted EBITDA margin reached 16.3% in 2023,
based on preliminary figures, from 15.8% in 2022, thanks to
increased industrial margins in the pharmaceutical business and
efficiency measures in automation. We forecast IMA's adjusted
margins to reach 16.6% in 2024, mainly reflecting expected turnover
expansion and cost efficiency initiatives." Stable-to-decreasing
raw materials costs, whose proportion of revenues stood at 39.5% in
2023 from 40.4% in 2022, should also provide support. Finally,
IMA's profitability resiliency is underpinned by aftermarket
services, with higher margins than machinery production,
representing more than 30% of IMA's revenue from 2021 to 2023.

The unexpected and significant increase in working capital outlays
in 2022 and 2023 temporarily halted the company's robust operating
cash flow generation, but it should resume this year. Between 2018
and 2021, IMA's FOCF was solid, with FOCF to revenue averaging 5.1%
and ranging between 3.5% and 8.5%, and FOCF to debt averaging 6.1%
(2.5%-9.0%). However, working capital needs weighed on cash flows
in 2022 and 2023. As a result, IMA's FOCF was EUR68 million in 2022
and minus EUR55 million in 2023 according to preliminary figures
(EUR144 million in 2021). In 2022, the working capital outlay of
EUR142 million reflected rising receivables and increases in safety
stock. For 2023 S&P estimates a cash outflow of about EUR182
million, driven by an almost EUR200 million increase in receivables
linked to more complex projects, which have longer delivery times.
The increase also stemmed from the substantial expansion of the
automation business, where payment cycles, especially with auto
OEMs, are longer than the group average.

S&P said, "We think working capital needs should moderate over 2024
and 2025 thanks to steps IMA is expected to take to normalize
working capital management and achieve better payment terms. As a
result, we anticipate working-capital-related outflows of about
EUR36 million in 2024 and EUR17 million in 2025, while FOCF should
improve to above EUR100 million.

The refinancing of the PIK notes with a senior secured note is S&P
Global Ratings-adjusted debt neutral, but cash interest costs will
increase. IMA will use proceeds from the proposed EUR450 million
senior secured floating-rate note to refinance the outstanding PIK
notes plus accrued interest, and refinance some post-2023 M&A
activity (EUR37 million). The EUR413 million will be allocated as
follows:

-- EUR385 million to repay the nominal amount of the PIK,

-- EUR16 million to pay interest accrued between Dec. 31, 2023,
and closing;

-- EUR8 million for the redemption premium; and

-- EUR5 million to cover related transaction fees.

By means of the PIK refinancing, the EUR228.7 million payable to
Sofima consolidated by IMA as of Sept. 30, 2023, will be fully
repaid with no additional cash leakage from IMA.

The transaction will likely be effectively S&P Global
Ratings-adjusted debt neutral. S&P's calculation of IMA's gross
debt figures already included the total outstanding PIK balance at
Sofima, which it forecasted at around EUR400 million at year-end
2023, including accrued interests.

S&P said, "Post-refinancing, however, we anticipate IMA's interest
expense to increase to EUR142 million in 2024, from EUR91 million
(preliminary) in 2023 and EUR56 million in 2022. As a consequence,
while we expect S&P Global Ratings-adjusted debt to EBITDA to
improve to about 5.7x in 2024, from an estimated 6.1x in 2023 and
6.9x in 2022, backed by EBITDA expansion, funds from operations
(FFO) cash interest expense will likely deteriorate to 2.6x in 2024
from 3.8x (preliminary) in 2023 and 5.1x in 2022."

Acquisitions will remain central to IMA's expansion strategy.
Between 2018 and 2023 the company completed and integrated several
acquisitions, such as Tissue Machinery Company in 2018, ATOP in
2019, IMA Dairy & Food Holding GmbH in 2022, and Phoenix and Mespic
in 2023. It spent about EUR460 million, equivalent to about 27% of
S&P Global Ratings-adjusted cumulative EBITDA generated over the
same period, or 137% of cumulative S&P Global Ratings-adjusted
FOCF. S&P said, "We anticipate more acquisitions over the next few
years, also considering the fragmented nature of the packaging
industry. Under our revised base case we anticipate about EUR109
million for acquisitions and earn-out payments in 2024 and EUR77
million in 2025. This compares with EUR74 million cash spent on M&A
in 2022 and EUR6.5 million in 2021."

S&P said, "The stable outlook reflects our view that IMA's S&P
Global Ratings-adjusted debt to EBITDA will remain about 6.0x in
2024, while its cash interest coverage will stay above 2.5x. We
also expect the group will restore its FOCF generation from 2024
onward.

"We could downgrade IMA if prolonged weak demand weighs on its
operating performance or if it embarks on material debt-funded
acquisitions." Under such scenarios S&P would see:

-- S&P Global Ratings-adjusted debt to EBITDA deteriorating to
about 8x; or

-- S&P Global Ratings-adjusted FFO cash interest coverage
deteriorating to below 2.0x; or

-- FOCF remaining negative.

S&P could consider upgrading IMA if a better-than-expected
operating performance and improved working capital management led
S&P Global Ratings-adjusted debt to EBITDA to sustainably below
5.5x and if FOCF to debt remains sustainably above 5%.

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of IMA. Our assessment
of the company's financial risk profile is highly leveraged, with
debt to EBITDA of more than 6.0x in 2023, reflecting corporate
decision-making that prioritizes the interests of the controlling
owners, as is the case for most rated entities owned by
private-equity sponsors. Our assessment also reflects their
generally finite holding periods and a focus on maximizing
shareholder returns. Environmental and social factors are currently
an overall neutral consideration in our credit rating analysis of
IMA, given that its sales are mainly generated from pharmaceutical,
food and beverage, and personal care end-markets."




=================
M A C E D O N I A
=================

NORTH MACEDONIA: Fitch Affirms 'BB+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed North Macedonia's Long-Term
Foreign-Currency Issuer Default Rating (IDR) at 'BB+' with a Stable
Outlook.

KEY RATING DRIVERS

Rating Fundamentals: North Macedonia's 'BB+' rating is supported by
a record of credible and consistent macroeconomic policies that
underpin the longstanding exchange rate peg to the euro, more
favourable governance indicators than peer medians, and an EU
accession process that acts as a reform anchor over the medium
term. Set against these factors are the greater exposure of public
debt to exchange rate risk, banking sector euroisation, and
still-high structural unemployment, partly reflecting a large
informal economy and skills mismatches, together with weak
productivity growth.

Investment, Consumption to Drive Growth: Fitch expects growth to
strengthen in 2024 to 2.9% from a provisional 1% in 2023. Private
consumption should remain the main contributor to growth owing to
an improvement in real wages. Work on the 8/10d highway project
will drive investment spending, and continued net FDI inflows will
lift export capacity. Fitch forecasts growth to pick up further in
2025 to 3.6% as the prospects for key trading partners improves,
although a failure of this to occur is the main near-term downside
risk. Financing flows from the EU's new Western Balkans growth plan
(potentially worth 6% of GDP by end-2027) are an upside.

2023 Growth Uncertainty: Preliminary Q4 data put growth in 2023 at
less than half of central bank, Ministry of Finance and IMF
expectations and below Fitch's projection of 2.4% from its October
review. The impact of weakness in key trading partners, a slower
than expected start to the 8/10d project and poor agricultural
performance pointed to some loss of momentum in 4Q23. However, it
appears that inventories, which are not disaggregated in the data,
had the major impact. Other official data point to a stronger
picture in real terms, and the GDP deflator was surprisingly low.

Fitch has used the official projections while noting the potential
upside in subsequent planned revisions to both real and nominal
outturns for 2023.

Budget Deficit to Narrow: Fitch expects a narrowing of the general
government deficit to 3.8% in 2024 from 4.9% in 2023, owing to
budgeted spending adjustments, recent revenue-raising measures and
a pickup in economic activity. Energy measures (estimated to save
0.5% of GDP) and adjustments to agricultural subsidies will be
backed up by full-year revenues from the removal of tax exemptions
and VAT hikes introduced in September 2023.

Stronger growth and a further reduction of energy subsidies will
narrow the deficit to a forecast 3.4% in 2025. The 2023 deficit was
smaller than the official target in nominal terms, but preliminary
GDP data put it above the target of 4.6%. The 8/10d project
(expected to cost around 2% of GDP per year over the five years of
construction) is the main fiscal risk due to potential cost
overruns and the lack of a final costing estimate for the project.

Rise in Debt Partly Pre-financing: General government debt is
forecast to jump in 2024 to 55.2% from 53.1% in 2023 (BB median
53.1%), owing to the pre-financing of a January 2025 Eurobond
maturity, before falling to 54.3% at end-2025. Government
guarantees were 8.4% of GDP at end-2023. Government debt is
significantly exposed to FX risk, as at end-2023 only 29% was
local-currency-denominated and a further 66% of government debt was
euro-denominated. However, these risks are mitigated by the
credible exchange-rate peg. The government raised a record amount
from the domestic market in 2023 and there is a solid pipeline of
IFI financing.

FDI to Cover Current Account Deficit: Fitch expects the current
account to return to a deficit in 2024 of 2.8% of GDP, after a fall
in imports (due to lower energy imports and the drawdown of
imported inventories built in 2022) caused a rare surplus of 0.7%
of GDP in 2023. The deficit this year will be driven by imports of
goods and services associated with the 8/10d project. Stronger
growth in key trading partners is expected to narrow the deficit to
2.2% in 2025.

Net FDI inflows of 3.5-4% of GDP will support further reserve
accumulation, with current external payments coverage projected to
remain around 4.3 months in 2024 and 2025 (expected BB median 4.4
months), and underpin the exchange rate peg. Comfort with the
reserve position means the authorities no longer want to draw funds
under the Precautionary and Liquidity Line with the IMF (expiring
November 2024).

Impending Elections: Opinion polls point to a change in government
at legislative elections in May. VMRO, the largest opposition
party, leads the way in opinion polls, but without sufficient
support for an overall majority. A coalition with one of the ethnic
Albanian parties appears likely. Political parties have yet to
announce their electoral platforms, but there are no indications of
significant differences on economic policy.

VMRO has expressed some reservations over the wording of the
constitutional amendment necessary as part of North Macedonia's EU
accession process, but both ethnic Albanian groupings are strongly
committed to EU accession and a delay appears more likely than a
derailment of the process.

Inflation Normalising: Inflation dropped to 3% in February, from a
peak of 19.8% in October 2022, reflecting base effects, tighter
monetary policy and more recently a temporary freeze on some prices
that has now lapsed (and will feed into the numbers in March). Core
inflation has also fallen and inflation expectations eased.

Rapid growth in wages, up 16.5% in January, is a upside risk to
inflation, particularly in the event of post-election public-sector
wage adjustments, but profit margins have been built in recent
years, providing a buffer. Fitch forecasts inflation to average
3.7% in 2024 and 2.8% in 2025 (from 9.4% in 2023). Fitch expects an
ECB rate cut (forecast by Fitch in June) to start the easing cycle
in North Macedonia.

Sound Banks: The banking sector continues to perform well. Sectoral
profits jumped by 48% in 2023 due to higher net interest income and
improved operational efficiency. Return on assets was 2% last year
and return on equity 16.1%. Capital adequacy was at a 17-year high
of 18.1%, non-performing loans finished the year at a long-term low
of 2.8% (with coverage 150%), liquidity is high (with a liquidity
coverage ratio of 264%) and solvency above pre-pandemic levels.

Higher lending rates and macro-prudential measures slowed the
growth in mortgage lending to just over 10% and eased the pace of
house price growth to 7% yoy in 4Q23 from 20.5% a year earlier.
Deposit denarisation rose by almost 2pp to 49.8% at end-2023,
retracing most of the losses since the start of the war in
Ukraine.

ESG - Governance: North Macedonia has an ESG Relevance Score (RS)
of '5[+]' for both Political Stability and Rights and for the Rule
of Law, Institutional and Regulatory Quality and Control of
Corruption. Theses scores reflect the high weight that the World
Bank Governance Indicators (WBGI) have in its proprietary Sovereign
Rating Model. North Macedonia has a medium WBGI ranking at 53
reflecting a recent record of peaceful political transitions, a
moderate level of rights for participation in the political
process, moderate institutional capacity, established rule of law
and a moderate level of corruption.

RATING SENSITIVITIES

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

- Public Finances: Higher-than-forecast and rising general
government debt/GDP over the medium term, for example, due to
weaker growth prospects or looser fiscal policy.

- Structural: Adverse political developments that negatively affect
governance standards, the economy and EU accession progress.

- External Finances: Pressure on foreign-currency reserves and/or
the currency peg against the euro, caused by a deterioration in the
external position.

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

- Structural/Macro: Improvement in medium-term growth prospects
and/or governance standards, for example, due to progress towards
EU accession and reduction in political and policy risk.

- Public Finances: A sharp and sustained decline in general
government debt/GDP, reflecting implementation of fiscal reforms

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns North Macedonia a score equivalent
to a rating of 'BB' on the Long-Term Foreign-Currency (LT FC) IDR
scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
SRM data and output, as follows:

- Macro: +1 notch, to reflect the deterioration in the SRM output
driven by the pandemic shock and the high inflation stemming from
the war in Ukraine. The deterioration of the GDP volatility
variable and the jump in inflation reflects a very substantial and
unprecedented exogenous shocks that have hit the vast majority of
sovereigns, and Fitch currently believes that North Macedonia has
the capacity to absorb them without lasting effects on its
long-term macroeconomic stability.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

COUNTRY CEILING

The Country Ceiling for North Macedonia is 'BBB-', 1 notch above
the LT FC IDR. This reflects moderate constraints and incentives,
relative to the IDR, against capital or exchange controls being
imposed that would prevent or significantly impede the private
sector from converting local currency into foreign currency and
transferring the proceeds to non-resident creditors to service debt
payments.

Fitch's Country Ceiling Model produced a starting point uplift of 0
notches above the IDR. Fitch's rating committee applied a +1 notch
qualitative adjustment to this, under the Long-Term Institutional
Characteristics pillar reflecting the importance of FDI to North
Macedonia's open economy and the EU accession process.

ESG CONSIDERATIONS

North Macedonia has an ESG Relevance Score of '5[+]' for Political
Stability and Rights as World Bank Governance Indicators have the
highest weight in Fitch's SRM and are therefore highly relevant to
the rating and a key rating driver with a high weight. As North
Macedonia has a percentile rank above 50 for the respective
Governance Indicator, this has a positive impact on the credit
profile.

North Macedonia has an ESG Relevance Score of '5[+]' for Rule of
Law, Institutional & Regulatory Quality and Control of Corruption
as World Bank Governance Indicators have the highest weight in
Fitch's SRM and are therefore highly relevant to the rating and are
a key rating driver with a high weight. As North Macedonia has a
percentile rank above 50 for the respective Governance Indicators,
this has a positive impact on the credit profile.

North Macedonia has an ESG Relevance Score of '4[+]'for Human
Rights and Political Freedoms as the Voice and Accountability
pillar of the World Bank Governance Indicators is relevant to the
rating and a rating driver. As North Macedonia has a percentile
rank above 50 for the respective Governance Indicator, this has a
positive impact on the credit profile.

North Macedonia has an ESG Relevance Score of '4[+]' for Creditor
Rights as willingness to service and repay debt is relevant to the
rating and is a rating driver for North Macedonia, as for all
sovereigns. As North Macedonia has track record of 20+ years
without a restructuring of public debt and captured in its SRM
variable, this has a positive impact on the credit profile.

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
   -----------                    ------           -----
North Macedonia,
Republic of        LT IDR          BB+  Affirmed   BB+
                   ST IDR          B    Affirmed   B
                   LC LT IDR       BB+  Affirmed   BB+
                   LC ST IDR       B    Affirmed   B
                   Country Ceiling BBB- Affirmed   BBB-

   senior
   unsecured       LT              BB+  Affirmed   BB+

   senior
   unsecured       ST              B    Affirmed   B



=====================
N E T H E R L A N D S
=====================

PHM NETHERLANDS: S&P Cuts ICR to 'SD' on Distressed Exchange
------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on PHM
Netherlands Midco B.V. (Loparex) to 'SD' (selective default) from
'CCC+' and the issue-level ratings on the affected issues to 'D'.

S&P also withdrew its ratings on the revolving credit facility
after the company repaid the outstanding borrowings using proceeds
from the new $135 million loan. The revolver is no longer a part of
the capital structure.

Loparex completed a debt restructuring transaction that exchanged
most of its extant first-lien term loans into new term loans, under
a new credit agreement. These new loans extend maturities and rank
junior to a new $135 million term loan also issued as part of the
refinancing transaction.

S&P said, "We view this transaction as a distressed exchange. It
includes the exchange of Loparex's U.S. dollar-denominated and
euro-denominated first-lien term loans for new first-, second-, and
third-out priority term loans. First-lien lenders declining to
participate in the exchange transaction are subordinated to the new
$135 million priority tranche, as well as the first-, second-, and
third-out tranches. We view these exchanges as tantamount to
default because, in our view, lenders will receive less than
originally promised without adequate offsetting compensation.

"We will soon reassess our issuer credit rating and issue-level
ratings to reflect the new post-transaction capital structure."




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

ASAKABANK JSC: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Joint-Stock Company Asakabank's (Asaka)
Long-Term Issuer Default Ratings (IDRs) at 'BB-' with Stable
Outlooks and Viability Rating (VR) at 'b'.

KEY RATING DRIVERS

Support-Driven IDRs: Asaka's IDRs reflect Fitch's view of a
moderate probability of support from the government of the Republic
of Uzbekistan (BB-/Stable), as captured by its Government Support
Rating (GSR) of 'bb-'. This view is based on its majority state
ownership, moderate systemic importance, and the low cost of
potential support relative to the sovereign international
reserves.

Standalone Credit Profile: Asaka's 'b' VR reflects its exposure to
volatile local operating environment, asset quality risks with a
high share of loans in foreign currency and significant
concentrations in the loan book, weak profitability and dependence
on foreign funding. The VR also captures its moderate corporate
franchise and good liquidity cushion.

Midterm Privatisation Plans: According to the bank, an
international financial institution may acquire a minority stake in
the bank's capital in 2024, with the government then planning to
sell the bank's controlling stake to a strategic investor. However,
the deal is likely to take longer than planned, in Fitch's view,
given Asaka's ongoing business model transformation in preparation
for the sale.

State-Dominated Economy, Structural Weaknesses: Uzbekistan's
economy remains heavily dominated by the state despite recent
market reforms and privatisation plans, resulting in weak
governance and generally poor financial transparency. Additional
risks stem from high dollarisation and concentrations of the
banking sector and reliance on state and external wholesale debt.

Business Model Transformation: Asaka is the fourth-largest bank in
Uzbekistan (9% of sector assets at end-2023) with a strong
corporate franchise in extractive and manufacturing sectors. The
bank is undergoing a pre-sale business transformation, aiming to
shift from directed lending to commercial business with a focus on
developing the SME and retail segments.

Lending Growth Halted: Capital constraints and business model
changes have resulted in lending stagnation in the past two years
(0% in 2023 and 7% contraction in 2022, both foreign-exchange
adjusted). Risks mainly stem from high borrower and industry
concentrations as well as above-market loan dollarisation (67% at
end-2023, compared with the sector average of 45%), but these are
mitigated by state guarantees on some large exposures.

Asset-Quality Metrics to Weaken: Impaired loans under IFRS9
equalled 7.4% of gross loans at end-2022 (latest audited data),
although these were fully covered by total loan loss allowances.
The Stage 2 ratio was a sizeable 14% on the same date and Fitch
expects some Stage 2 exposures to become impaired, which could
drive the impaired loans ratio closer to 10% in the near term.
However, problem loans under local GAAP have remained broadly
stable (end-2023: 4.4%).

Low Margins Weigh on Profitability: Low-yielding legacy loans and
wholesale funding with floating rates weigh on net interest margin
(2023: 2.6% under local GAAP), which is lower than the sector
average of 5%. Modest pre-impairment profit (2023: 1.4% of average
gross loans), half of which was consumed by impairment charges,
resulted in weak ROAE of 2.3%, albeit higher than 1.1% in 2022.

Moderate Capital Cushion: The Tier 1 ratio under local GAAP
decreased by 40bp to 13.2% at end-2023, mainly because some liquid
assets were converted to retail loans with higher risk-weights.
Fitch expects the Fitch Core Capital ratio (end-2022: 13.1%) to
remain broadly stable in the near term, providing only a narrow
buffer against potential asset-quality risks.

High External Liabilities: Asaka remains reliant on wholesale debt
(52% of total liabilities at end-2023), which mainly comprises
long-term borrowings from foreign banks and international financial
institutions. State-related funding (government deposits and
subordinated loans) represented another 23% of total liabilities.
Liquid assets (16% of total assets at end-2023) fully covered
external debt maturing in 2024.

RATING SENSITIVITIES

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

The support-driven IDRs could be downgraded if Uzbekistan's
sovereign IDR was downgraded. The ratings could also be downgraded
if Asaka's controlling stake is sold to a strategic investor with a
lower rating than the sovereign, or one without a rating. However,
even after privatisation, Fitch anticipates that the IDRs would
factor in potential support at one notch below the sovereign's
ratings, provided the bank maintains its systemic importance.

The VR could be downgraded in case the bank's capital buffer
reduces below 100bp over regulatory minimum levels on a sustained
basis, for example, due to a sharp deterioration in the bank's
asset quality, resulting in loss-making performance or higher
lending growth.

Deterioration of liquidity buffers, particularly in foreign
currency, as a result of insufficient cash flows being generated by
the loan book could be credit-negative, as could a material
increase in refinancing risk due to the bank's liquidity position
worsening.

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

The support-driven ratings could be upgraded if the Uzbek sovereign
was upgraded. An upgrade of the VR could stem from improvements in
the Uzbek operating environment combined with a sustained stable
asset-quality performance, an improvement in profitability, a
decrease in balance-sheet dollarisation and an improved funding
structure.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Asaka`s ex-government support (xgs) ratings exclude assumptions of
extraordinary government support from the underlying rating on the
international scale (Long-Term IDR), and have been assigned at the
level of the bank's VR.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Any actions on the xgs ratings will mirror changes to Asaka's VR.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Asaka's Long-Term IDRs are driven by potential support from the
government of Uzbekistan.

ESG CONSIDERATIONS

Asaka has an ESG Relevance Score of '4' for Governance Structure as
the state of Uzbekistan is highly involved in the banks at board
level and in the business. The ESG Relevance Score of '4' for
Financial Transparency reflects delays in IFRS accounts
publications, which are prepared only on annual basis. Both factors
have a negative impact on the bank's credit profile and are
relevant for the ratings in conjunction with other factors.

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

   Entity/Debt                        Rating             Prior
   -----------                        ------             -----
Joint-Stock
Company Asakabank   LT IDR             BB-    Affirmed   BB-
                    ST IDR             B      Affirmed   B
                    LC LT IDR          BB-    Affirmed   BB-
                    LC ST IDR          B      Affirmed   B
                    Viability          b      Affirmed   b
                    Government Support bb-    Affirmed   bb-
                    LT IDR (xgs)       B(xgs) Affirmed   B(xgs)  
                    ST IDR (xgs)       B(xgs) Affirmed   B(xgs)
                    LC LT IDR (xgs)    B(xgs) Affirmed   B(xgs)
                    LC ST IDR (xgs)    B(xgs) Affirmed   B(xgs)

NATIONAL BANK: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has upgraded JSC National Bank for Foreign Economic
Activity of the Republic of Uzbekistan's (NBU) Viability Rating
(VR) to 'b+' from 'b' and affirmed the Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDRs) at 'BB-' with Stable
Outlooks.

KEY RATING DRIVERS

The upgrade of NBU's VR to 'b+', one notch above the operating
environment score, is driven by the bank's superior position in the
local market, which is underpinned by an extended record of stable
asset quality and high capitalisation through the cycle. It also
captures the bank's recent shift to a more commercially-focused
business model, which has resulted in tangible improvements to the
bank's profitability.

NBU's Long-Term IDRs reflect Fitch's view of a moderate probability
of state support, as reflected by its 'bb-' Government Support
Rating (GSR). This view is based on full state ownership, high
systemic importance, policy role as the key lender to strategic
industries, and the low cost of support relative to the sovereign
international reserves.

Leading Corporate Franchise, Diversification Strategy: NBU is the
largest bank in Uzbekistan (20% of sector assets at end-2023) with
a particularly strong market position in corporate lending, given
its policy mandate for financing strategic industries. While it has
prioritised commercial financing (particularly in retail) under the
new strategy, Fitch expects directed lending to state-owned
corporates (SOEs) to remain the key part of its business in the
medium term.

High Concentrations, Retail Loan Growth: Given NBU's corporate
focus, credit risk mainly stems from high industry and borrower
concentrations as well as above-sector loan dollarisation (66% of
gross loans at end-2023). Risks are mitigated by government
guarantees on most directed loans and access to stronger SOEs that
have hard-currency revenue or receive direct budget transfers.
Despite high retail loan growth (50% in both 2022 and 2023), Fitch
expects problem loans to mostly originate in the corporate segment
in the near term.

Stable Asset Quality: Impaired (Stage 3) loans have been stable in
recent years and equalled 4.4% of gross loans at end-1H23 while
Stage 2 loans made up 14.5%. Problem loans were almost entirely
non-state corporate and SME exposures and were fully reserved.
Fitch expects loan quality to remain stable in the near term, with
the impaired loans ratio forecast at around 4% by end-2024.
Non-loan exposure (27% of total assets at end-1H23) mostly includes
sovereign debt and short-term placements with the Central Bank of
Uzbekistan and are of good credit quality, in its view.

Gradual Improvements in Performance: NBU's underlying profitability
has markedly improved in the last few years due to the shift to
higher-margin commercial lending, while maintaining high cost
efficiency. This was helped by one-off factors of trading gains in
2022 and low provisioning costs in 1H23. Fitch expects the bank's
profit generation in 2024-2025 to weaken vs 2022-1H23 metrics, but
remain above the historical average, with the return on equity
forecast in the range of 10%-15%.

Strong Capitalisation: The Fitch Core Capital (FCC) ratio was a
high 23% of regulatory risk-weighted assets at end-2022. Despite
higher lending growth in 2023, Fitch expects the FCC ratio to
remain sustainably above 20% in 2024-2025, helped by strong
internal capital generation. NBU has not needed any capital
injections from the state over the past few years, and Fitch
expects profit retention to continue supporting capital ratios.

High Non-Deposit Funding: NBU remains highly reliant on state and
wholesale funding that together made up 84% of total liabilities at
end-1H23. Fitch assesses the bank's near-term refinancing risks as
limited while its liquidity buffer covered around a quarter of
liabilities.

State-Dominated Economy, Structural Weaknesses: Uzbekistan's
economy remains heavily dominated by the state, despite recent
market reforms and privatisation plans, resulting in weak
governance and generally poor financial transparency. Additional
risks stem from high dollarisation and concentrations of the
banking sector and reliance on state and external wholesale debt.

RATING SENSITIVITIES

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

NBU's support-driven ratings would be downgraded following a
downgrade of Uzbekistan's sovereign rating, or if Fitch believes
the Uzbek authorities' ability or propensity to support the bank
have weakened.

NBU's VR could be downgraded as a result of a sharp deterioration
in asset quality that translates into loss-making performance,
reducing the bank's FCC ratio to below 15% on a sustained basis.
However, Fitch currently views this scenario as unlikely. Depletion
of the bank's liquidity buffers, particularly in foreign currency,
could also be credit-negative, if not promptly offset by liquidity
injections from the state.

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

The support-driven IDRs would be upgraded if the Uzbek sovereign
was upgraded.

A further upgrade of the VR would require an upgrade of the
operating environment score. It would also require NBU maintaining
its stable asset quality and strong capitalisation, with the FCC
ratio consistently above 22%, which is the threshold for 'bb'
capitalisation score in Fitch's Bank Rating Criteria. Sustained
improvements in the bank's risk profile, in particular reduced loan
concentrations and lower dollarisation, and improvements in its
funding profile, would also be credit-positive.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

NBU's USD300 million 4.85% senior unsecured Eurobond matures in
October 2025 and documentation includes a change of control
covenant, under which bondholders will have an option to redeem the
notes at par if the state reduces its stake at the bank (direct and
indirect) below 50%+1 share.

Fitch rates the notes in line with NBU's 'BB-' Long-Term IDR, as
the notes represent unconditional, senior unsecured obligations of
the bank, which rank equally with its other senior unsecured
obligations.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

NBU's senior debt ratings are sensitive to changes in the bank's
Long-Term Foreign-Currency IDR.

VR ADJUSTMENTS

The capitalisation and leverage score of 'b+' is below the 'bb'
category implied score, due to the following adjustment reason:
'historical and future metrics' (negative).

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

NBU's IDRs, GSR and debt ratings are directly linked to
Uzbekistan's sovereign IDR.

ESG CONSIDERATIONS

NBU has an ESG Relevance Score of '4' for Governance Structure as
Uzbekistan's authorities are highly involved in the bank at board
level and in its business and strategy development, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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

   Entity/Debt                        Rating          Prior
   -----------                        ------          -----
JSC National Bank
for Foreign
Economic Activity
of the Republic
of Uzbekistan       LT IDR             BB- Affirmed   BB-
                    ST IDR             B   Affirmed   B
                    LC LT IDR          BB- Affirmed   BB-
                    LC ST IDR          B   Affirmed   B
                    Viability          b+  Upgrade    b
                    Government Support bb- Affirmed   bb-

   senior
   unsecured        LT                 BB- Affirmed   BB-

UZBEK INDUSTRIAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Uzbek Industrial and Construction Bank
Joint-Stock Commercial Bank's (UICB) Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDRs) at 'BB-'. The Outlooks
are Stable. Fitch has also affirmed the bank's Viability Rating
(VR) at 'b'.

KEY RATING DRIVERS

UICB's Long-Term IDRs reflect Fitch's view of a moderate
probability of support from the government of Uzbekistan
(BB-/Stable), as reflected in its Government Support Rating (GSR)
of 'bb-'. The government is planning to sell the bank's controlling
stake to a strategic investor by end-2024. However, Fitch believes
that state support should be available to the bank while it is
majority state-owned.

UICB's 'b' VR reflects its exposure to the volatile local operating
environment, high concentration on both sides of the balance sheet,
material asset quality risks, moderate profitability and
capitalisation through the cycle, as well as a high share of
external wholesale funding.

State-Dominated Economy, Structural Weaknesses: Uzbekistan's
economy remains heavily dominated by the state (despite recent
market reforms and privatisation plans), resulting in weak
governance and generally poor financial transparency. Additional
risks stem from high dollarisation and concentrations of the
banking sector and reliance on state and external wholesale debt.

Mostly Corporate Business Focus: UICB is the second-largest bank in
Uzbekistan, accounting for about 12% of sector assets. It retains a
strong corporate franchise in key strategic industries, but UICB
has recently focused on developing commercial SME and retail
lending to diversify its operations.

Dollarised, Lumpy Loan Book: UICB's loan book is mostly
corporate-focused, heavily dollarised (66% at end-2023) and highly
concentrated. Generally long tenors in corporate lending, grace
periods on principal in some cases, and the project finance nature
of some exposures result in elevated loan quality risks, although
the headline impaired loan ratio has been reasonable to date.

Asset Quality Stabilised: At end-2Q23, UICB's Stage 3 ratio of 3.7%
was reasonable, although the Stage 2 ratio was elevated at 18.7%,
implying considerable downside loan-quality risks. Fitch expects
loan impairment charges to amount to around 2% of gross loans in
2023-2024, although given significant concentrations and project
finance nature of some corporate exposures, loan quality remains
vulnerable to external shocks.

Moderate Profitability: The net interest margin improved to 5.7% in
6M23 (annualised), which is reasonable, given high loan
dollarisation and UICB's mostly corporate business focus. However,
UICB's pre-impairment profit (annualised 4.2% of average gross
loans in 6M23) was only moderate, in its view. Fitch expects stable
profitability in 2H23-2024.

Capital Ratios Only Moderate: UICB's Fitch Core Capital (FCC) ratio
was a moderate 11.5% at end-1H23. Regulatory Tier 1 ratio equalled
to 11% at end-2023, which is just 100bp above the regulatory
minimum. Capital ratios are likely to stay at their current levels
given only moderate profitability and slower growth (Fitch expects
around 10% loan growth in 2024).

Significant Non-Deposit Funding: UICB's is heavily reliant on
wholesale funding, as expressed by its high ratio of gross loans to
deposits (end-1H23: 3.9x), although this funding structure is
typical for the Uzbek banking sector. Refinancing risks are
manageable. UICB's only large upcoming repayment is USD300 million
Eurobond (5% of total liabilities) maturing in December 2024. It is
sufficiently covered by liquid assets of around USD600 million (not
including another USD180 million of government securities).

RATING SENSITIVITIES

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

The Long-Term IDRs could be downgraded if Uzbekistan's sovereign
IDR was downgraded.

The IDRs could also be downgraded if UICB's controlling stake is
sold to a strategic investor with a lower rating than the
sovereign, or an unrated entity. However, Fitch is likely to factor
in potential government support for UICB, even after privatisation,
at a level of one notch below the sovereign IDR due to the bank's
moderate systemic importance.

A downgrade of the VR could stem from material asset quality
deterioration, translating into loss-making performance or rapid
lending growth so that the bank's FCC ratio is sustainably below
10%. A material increase of net Stage 3 loans relative to capital
could also be credit-negative.

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

UICB's Long-Term IDRs would be upgraded if Uzbekistan was
upgraded.

An upgrade of the bank's VR would require material improvements in
Uzbekistan's operating environment. In addition, an upgrade would
require a tangible expansion of UICB's commercial franchise and a
record of improved asset quality and profitability, with the FCC
ratio strengthening towards 15%.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

UICB's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support from the underlying rating on the
international scale (Long-Term IDR), and have been assigned at the
level of the bank's VR.

UICB's senior unsecured debt ratings are aligned with the bank's
Long-Term IDRs and Long-Term IDRs (xgs).

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Any action on the xgs ratings will mirror changes to UICB's VR.

The debt ratings would be downgraded following a downgrade of the
bank's IDRs. Conversely, if the IDRs were upgraded, this would
trigger an upgrade of the debt rating.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

UICB's Long-Term IDRs are driven by potential support from the
government of Uzbekistan.

ESG CONSIDERATIONS

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

   Entity/Debt                      Rating             Prior
   -----------                      ------             -----
Uzbek Industrial
and Construction
Bank Joint-Stock
Commercial Bank   LT IDR             BB-    Affirmed   BB-
                  ST IDR             B      Affirmed   B
                  LC LT IDR          BB-    Affirmed   BB-
                  LC ST IDR          B      Affirmed   B
                  Viability          b      Affirmed   b
                  Government Support bb-    Affirmed   bb-
                  LT IDR (xgs)       B(xgs) Affirmed   B(xgs)
                  ST IDR (xgs)       B(xgs) Affirmed   B(xgs)
                  LC LT IDR (xgs)    B(xgs) Affirmed   B(xgs)
                  LC ST IDR (xgs)    B(xgs) Affirmed   B(xgs)

   senior
   unsecured      LT                 BB-    Affirmed   BB-

   senior
   unsecured      LT (xgs)           B(xgs) Affirmed   B(xgs)



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

DUFRY ONE: Moody's Rates New EUR500MM Senior Unsecured Notes 'Ba2'
------------------------------------------------------------------
Moody's Ratings has assigned a Ba2 rating to Dufry One B.V.'s
proposed seven-year EUR500 million backed senior unsecured notes.

The Ba2 ratings on Dufry's existing backed senior unsecured
obligations are unaffected and so are the Ba2 corporate family
rating and Ba2-PD probability of default rating of ultimate parent,
global travel retail leader Avolta AG. The outlook on both entities
is also unaffected at stable.

The rating action reflects Dufry's planned issuance of senior
unsecured notes up to EUR500 million, the proceeds of which will be
used to fund a tender offer for an equivalent amount on the
issuer's existing EUR800 million backed senior unsecured notes
maturing in October 2024. The company plans to address the
remaining outstanding amount after the tender process using a mix
of cash and available facilities. As of December 2023, the company
had unrestricted cash of CHF591 million and CHF1.9 billion
available under its large EUR2.75 billion senior unsecured
revolving credit facility (RCF).

RATINGS RATIONALE

The proposed notes are senior unsecured obligations of the issuer,
are guaranteed by parent companies including ultimate parent Avolta
AG (Avolta, Ba2 stable) and rank pari passu with the issuer's and
the broader group's other debt obligations. As a result, the
proposed notes' Ba2 rating is in line with Avolta's CFR and Dufry's
existing Ba2 backed senior unsecured rating.

The Ba2 CFR reflects Avolta's (i) leading position in travel retail
and food and beverage, with broad geographic and product
diversification, (ii) the long-term growth in air passenger traffic
which supports demand, (iii) historically stable profitability and
positive free cash flow generation, expected to continue, and (iv)
a balanced financial policy, including a management-defined net
leverage target of 1.5x-2.0x (2.6x at the end of 2023).

Conversely, the CFR incorporates the following credit constraints:
(i) Avolta's dependence on air passenger traffic and exposure to
macroeconomic downturns and geopolitical tensions or health
concerns, (ii) the risk of non-renewal of concession contracts,
(iii) large labour expenses, whose increases the company may not be
able to pass on to consumers at all times, and (iv) exposure to
volatility of currencies from emerging markets.

RATING OUTLOOK

The stable outlook reflects Moody's expectation of ongoing organic
revenue and EBITDA growth, underpinned by steadily increasing air
passenger traffic globally. Further, the stable outlook assumes
deleveraging to below 4.0x Moody's-adjusted debt/EBITDA in the
short-term and materially positive FCF generation (after lease
repayments and all dividend distributions).

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

Moody's could upgrade Avolta's ratings if (i) Avolta successfully
renews its concession contracts on an ongoing basis, maintains
organic revenue growth and at least a stable Moody's-EBITDA margin,
and (ii) Moody's-adjusted gross debt/EBITDA sustainably declines
toward 3.0x, and (iii) Avolta generates positive free cash flow
(FCF, after interest and dividends) and retained cash flow/net debt
is sustainably above 20%, (iv) while maintaining good liquidity and
addressing its debt maturities in a timely manner.

Conversely, downward pressure on Avolta's ratings could materialise
if revenue and EBITDA reduce on an organic basis, or (i)
Moody's-adjusted leverage remains above 4x on a sustainable basis,
or (ii) FCF becomes negative and retained cash flow/net debt
reduces sustainably below 15% , liquidity weakens, or refinancing
risk increases, or (iii) Avolta adopts a more aggressive financial
policy, including debt-funded acquisitions or higher shareholder
distributions jeopardising positive cash generation.

The principal methodology used in this rating was Retail and
Apparel published in November 2023.

COMPANY PROFILE

Headquartered in Basel, Switzerland, Avolta is the leading global
travel retailer. The company is present in 73 countries and
operates over 5,100 outlets, mostly in airports (350 locations,
around 80% of sales). Avolta had revenue of CHF12.8 billion in 2023
and is listed on the Swiss Stock Exchange with a market
capitalisation of CHF5.7 billion as of April 5, 2024.



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

PEGASUS HAVA: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Pegasus Hava Tasimaciligi A.S.'s
(Pegasus) Long-Term Foreign- and Local-Currency Default Ratings
(IDRs) at 'BB-'. The Outlooks on the IDRs are Stable. The
Foreign-Currency (FC) IDR exceeds Turkiye's Country Ceiling of 'B+'
by one notch given Pegasus's high share of hard-currency revenue
and readily accessible hard-currency liquidity.

The ratings factor in Pegasus' strong market position in Turkiye
(B+/Positive) with robust growth prospects, an industry-leading
cost base with a young and fuel-efficient fleet and readily
accessible hard-currency liquidity. The ratings also reflect the
execution risk inherent in its debt-funded growth strategy, a
volatile but improving operating environment with foreign-exchange
(FX) risk, and its smaller size than many peers.

The Stable Outlook reflects its expectation that the EBITDAR
leverage ratios (both gross and net) will improve in the forecast
period compared to 2023, reaching a solid positioning in the 'BB-'
rating by 2025 with some potential upside thereafter.

KEY RATING DRIVERS

Operational Performance Remains Strong: Pegasus' operational
performance was solid in 2023, although slightly weaker than its
expectations. This was driven by some reversion in ticket yields in
2H23 and higher-than-expected inflation, resulting in the EBITDAR
margin declining to a still-high 29.6% from a record 32.7% in 2022.
The company posted solid growth in available seat kilometres (ASK;
+32% versus 2019) and load factor in line with its expectations at
83%.

Fitch forecasts further decline in yields in 2024 but Fitch expects
the EBITDAR margin to be broadly stable, driven by lower fuel
prices, rising load factor and operational leverage benefits,
partially offset by low- to mid-single-digit increase in unit costs
(excluding fuel). Fitch deems Pegasus' profitability as strong, as
reflected in its expectations of the EBITDAR margin remaining at
about 30% in 2024-2027, which compares favourably with Fitch-rated
airlines.

Increase in Leverage: EBITDAR gross leverage increased to 5.7x in
2023 from 4.4x in 2022 due to higher lease debt, driven by new
fleet additions that contributed to year-end debt without a full
contribution at EBITDAR level, as well as a weaker Turkish lira
against the US dollar leading to higher local-currency debt. Fitch
forecasts EBITDAR gross leverage to revert to 4.5x in 2024 and
decline further in 2025-2027 potentially showing some rating
upside. Fitch continues to view Pegasus as having deleveraging
potential, supported by its expectations of consistently positive
free cash flow (FCF) in 2024-2027.

Competitive Cost Position: Pegasus's cost base is comparable to
other leading low-cost carriers' (LCC), and lower than that of its
main rivals in the markets in which it competes. Its cost advantage
should help Pegasus withstand competition and support sustainable
growth. Low labour costs (in US dollar terms), high aircraft
utilisation, and a young and fuel-efficient fleet with higher seat
density than peers underpin its favourable cost position. Fitch
expects deliveries of new and larger aircraft and an increase in
scale to further strengthen Pegasus's cost position.

Lease-Funded Fleet Expansion: Pegasus expects about 40 new aircraft
deliveries in 2024-2027, all A321neos, which are more
fuel-efficient and have a larger capacity (by more than 50 seats)
than A320neos. Pegasus operated 110 aircraft at end-2023 with an
average age of 4.6 years, most of which were A320/A321neos. Pegasus
intends to finance these aircraft through leases, which will result
in lease debt rising and dominating its balance sheet.

The ability to adjust capacity and control costs will be key to
maintaining the company's credit profile in case of demand
weakness. Pegasus's fleet was not affected by Pratt & Whitney (P&W)
engine issues, as its A320/A321neos use ones made by CFM
International.

Weak but Improving Operating Environment: Fitch's expectations for
the operating environment in Turkiye have improved as reflected in
the sovereign rating upgrade to 'B+'/Positive in March 2024 from
'B'/Stable. Fitch expects Turkiye's macroeconomic policy to be
consistent with a significant decline in inflation (albeit it will
remain significantly higher than western Europe countries), and a
reduction in external vulnerabilities.

Challenges Affect Business Profile: Pegasus' ratings still reflect
volatility in the Turkish economy, also due to high inflation and
geopolitical risks. Fitch believes Pegasus could face greater
challenges from demand volatility than other European LCCs, given
Pegasus's dependence on Turkiye for domestic and international
segments (excluding international transit), while other European
LCCs have more options due to the European Common Aviation Area, of
which Turkey is not a member. Pegasus is also smaller with a less
diversified network, but its low-cost base and agility have enabled
rapid growth.

Manageable FX Risk Exposure: All sales on international routes,
which accounted for more than 88% of total revenue in 2023, are in
hard currencies, with the remainder collected in lira. The currency
mix between hard currencies and lira in costs is similar,
mitigating exposure to FX risk, while debt is almost entirely in
hard currency. As part of Pegasus's FX hedging policy, up to a
quarter of domestic ticket revenue received in lira is exchanged
into US dollars at spot rates. Despite well-managed FX risk due to
a geographically diversified revenue stream, a lira fluctuations
add to demand volatility.

No Constraints from Country Ceiling: Pegasus's FC IDR at 'BB-' is
one notch above Turkiye's Country Ceiling of 'B+'. Fitch could
allow the FC IDR to be higher than the Country Ceiling by up to two
notches, given Pegasus's high share of hard-currency revenue and
readily accessible hard-currency liquidity that covers external
hard-currency debt service for two years and by more than 1.5x in
2024, in accordance with Fitch's Corporate Rating Criteria.

Majority Shareholder Supportive of Growth: Key shareholders are
supportive of the airline's organic growth in the long term as they
have not extracted dividends in recent years; Fitch assumes this
will remain unchanged in the near term. Fitch views Pegasus's
corporate governance as effective and adequate, despite the airline
being majority-owned by the Sevket Sabanci family - mostly
indirectly through ESAS Holding. Pegasus is effectively 58.5%-owned
by a single shareholder while the rest is listed on Borsa
Istanbul.

DERIVATION SUMMARY

Pegasus competes directly with Turk Hava Yollari Anonim Ortakligi
(Turkish Airlines; BB-/Stable). Its financial profile is now more
comparable to that of Turkish Airlines with comparable leverage
forecast. Nevertheless, Fitch views its debt capacity at a given
rating as slightly lower than Turkish Airlines' as its strengths
are more than offset by its smaller scale, a less-diversified
network, and weaker market position than Turkish Airlines.

Pegasus's unit cost base is very strong and comparable to those of
leading LCCs, such as Ryanair Holdings plc (BBB+/Stable) and Wizz
Air Holding Plc (BBB-/Negative); however Pegasus is much smaller,
more exposed to a weak and volatile operating environment, and has
higher leverage.

KEY ASSUMPTIONS

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

- ASK in 2024 to be about 12% above that in 2023, followed by
mid-teen annual growth in 2025 and 2026

- Load factor of 84% in 2024 and 85% from 2026

- About 7% decline in yield (in US dollar terms and including
ancillaries) in 2024, slight growth thereafter

- Jet fuel price USD120 a barrel (bbl) in 2024, USD117.5/bbl in
2025 and USD115/bbl thereafter

- EUR/TRY: 41 in 2024, 44 in 2025, 47 in 2026, 49 in 2027

- No dividends

RATING SENSITIVITIES

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

- Total adjusted net debt/EBITDAR falls below 3.0x and/or total
adjusted gross debt/EBITDAR falls below 3.5x on a sustained basis.
For the FC IDR only, this must be coupled with high share of
hard-currency revenue and readily accessible hard-currency
liquidity that continue to enable two-notch piercing of Turkiye's
'B+' Country Ceiling

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

- Total adjusted net debt/EBITDAR above 3.7x and/or total adjusted
gross debt/EBITDAR above 4.2x on a sustained basis

- FFO fixed-charge cover below 2.0x

- For the FC IDR only: a downgrade of Turkiye's Country Ceiling by
more than one notch, especially associated with weaker operating
environment and drivers affecting external tourism demand

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: Pegasus's unrestricted Fitch-calculated cash
position of TRY25,575 million (including TRY9,496.8 million of time
deposits with maturities between three months and a year) at
end-2023 is more than sufficient to cover its short-term debt
obligation (excluding lease) of TRY7,298 million. In addition,
Fitch expects FCF generation in 2024-2027 to be consistently
positive, which will further improve its liquidity profile.

ISSUER PROFILE

Pegasus is a leading low-cost carrier in Turkiye with a fleet size
of 110 aircraft at end-2023. It served 126 destinations in 47
countries and carried 31.9 million passengers in 2023 and, prior to
the Covid-19 pandemic, 30.8 million in 2019.

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
   -----------           ------            --------   -----
Pegasus Hava
Tasimaciligi
A.S.            LT IDR    BB-      Affirmed           BB-
                LC LT IDR BB-      Affirmed           BB-
                Natl LT   AAA(tur) Affirmed           AAA(tur)

   senior
   unsecured   LT        BB-       Affirmed   RR4     BB-



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

ARMSTRONG CRAVEN: Enters Administration, Owes GBP608,413
--------------------------------------------------------
Business Sale reports that Armstrong Craven Limited, an
Altrincham-based firm providing talent strategy and solutions, fell
into administration last month, with Martyn Rickels and Anthony
Collier of FRP Advisory appointed as administrators.

According to Business Sale, in its accounts for the year to
December 31 2022, the firm reported turnover of GBP9.4 million, up
from GBP8.6 million a year earlier, but fell from an operating
profit of more than GBP900,000 to a loss of GBP107,581, which was
attributed to "the effects of an uncertain economy".  At the time,
its net liabilities amounted to GBP608,413, Business Sale notes.



ITHACA ENERGY: Fitch Puts 'B' LongTerm IDR on Watch Positive
------------------------------------------------------------
Fitch Ratings has placed Ithaca Energy plc's (Ithaca) Long-Term
Issuer Default Rating (IDR) of 'B' and senior unsecured rating of
'B+' on Rating Watch Positive (RWP). The rating actions follow the
announcement of a potential combination with Eni Spa's (A-/Stable)
UK business.

The RWP reflects Fitch's expectations that the merger will be
credit positive given that it will boost Ithaca's business profile
and the new assets are debt-free. If it goes ahead, the transaction
will increase Ithaca's scale to around 100 thousand barrels of oil
equivalent a day (kboe/d), balancing production between oil/gas and
increasing operational diversification. Fitch expects the group to
maintain solid credit metrics and have better financial flexibility
post-transaction. However, the production costs and reserve life of
the combined entity are unlikely to improve materially from
Ithaca's current profile.

Post-transaction Fitch expects to rate Ithaca on a standalone basis
given the diluted shareholding structure.

Fitch expects to resolve the RWP after the expiry of the four-week
exclusivity agreement or if the transaction goes ahead once it is
complete, which may take longer than six months.

KEY RATING DRIVERS

Transaction to Boost Business Profile: Fitch believes the
transaction will boost Ithaca's business profile by increasing its
scale to around 100kboe/d, which is in line with 'B+' rated peers.
Based on its oil and gas price assumptions, Fitch estimates around
USD0.4 billion of incremental EBITDA between 2025-2027.
Additionally, the reserve life of the assets is lower (6.5 years)
on a 2P basis than Ithaca's (12 years).

Debt Free Assets: Fitch understands the Eni assets will come
debt-free. Pro-forma for the merger Fitch expects Ithaca to remain
conservatively leveraged, given the free cash flow (FCF) accretive
nature of the incremental assets. However, this will depend on any
potential changes in capital allocation policy and capex
requirements.

Fitch expects to rate Ithaca on a standalone basis given the
diluted shareholding structure post-merger with Delek owning over
50%, Eni around 38-39% and the rest free-float. However, Fitch
believes the new shareholding structure will be credit positive
given Eni's technical expertise and support for Ithaca's
conservative business strategy.

EPL Tax Burden Manageable: Fitch believes the UK government's
energy profit levy (EPL) is manageable for Ithaca, given its
favourable tax position and investment allowances. Its rating case
estimates annual tax charge to average about USD120 million in
2024-2027 (or about 15% of EBITDA). However, the tax changes and
lack of clarity over their evolution reduce its longer-term
cash-flow visibility and may affect its ability to find partners
for large projects, such as Cambo.

Rosebank Underway; Cambo Less Certain: Cambo and Rosebank, in which
Ithaca has a 100% and 20% stake, respectively, are the two largest
deep-offshore discoveries in the UK Continental Shelf (UKCS) and
their development could greatly improve Ithaca's business profile.
Rosebank is operated by Equinor ASA and was sanctioned for
development in 2023. Fitch estimates the total cost of the project
for Ithaca at around USD0.7 billion-USD0.8 billion, which Fitch
includes in its rating case.

Ithaca bought out Shell plc's (AA-/Stable) stake in Cambo during
2023 and is currently looking for partners to reduce its interest
in the project and proceed with final investment decision.
Sanctioning of the project could materially affect Ithaca's FCF
given its scale but this will depend on its final stake in the
field, tax regime and future hydrocarbon prices. Fitch does not
include any capex for Cambo in its rating case. Fitch believes
prospects for sanctioning of Cambo have worsened following changes
in the fiscal regime that affected investment and financing in the
UKCS. Ithaca has extended Cambo's license to 2026.

Low Leverage to Normalise: Fitch expects Ithaca's EBITDA net
leverage to normalise at around 1.2x-1.3x in 2024-2025 and increase
to 2.2x-2.1x in 2026-2027 as Fitch's hydrocarbon price assumptions
decline towards mid-cycle. Increased capex for Rosebank, high tax
charges in 2024 and dividend payments in line with Ithaca's
dividend policy will turn FCF consistently negative through 2027.
Nonetheless, Fitch expects Ithaca's EBITDA net leverage to remain
solid. Fitch also believes that outsized dividend payments are
unlikely, given Ithaca's public capital allocation policy and
Delek's improved financial profile.

Production Decreases, Costs Remain High: Ithaca's pre-merger
production remained flat at 70.2kboe/d in 2023 (down 2%) and Fitch
expects it to decline to around 56-61kboe/d in 2024 as a result of
reduced investment in response to the EPL. Beyond that and
excluding the transaction impact, Fitch anticipates production to
increase back to around 65kboe/d in 2025-2026 as brownfield
projects such as Captain contribute to production and over 70kboe/d
in 2027 as Rosebank reaches first oil.

Although typical for the UKCS, Ithaca's pre-merger cost position of
USD20.5/barrel of oil equivalent (boe) in 2023 is high relative to
global peers and could put it at a disadvantage if oil prices fall.
Fitch expects this to worsen in 2024 as production falls and costs
remain broadly flat. Beyond 2024 Fitch forecasts opex to improve to
around USD22-23/boe (pre-merger) as older high-opex fields are
retired and production gradually increases.

Ring-Fencing Mechanism: Fitch believes Ithaca's credit
documentation limits Delek's ability to extract high dividends and
other distributions from Ithaca, evidenced by the limited dividends
Ithaca paid in 2020-2021 (USD135 million).

Ithaca is not allowed to provide intra-group loans or guarantee
external debt, based on its reserve-based lending (RBL) and bond
documentation, or attract material new debt. Following its IPO,
Ithaca signed a relationship agreement with Delek to ensure Ithaca
can operate independently. Fitch understands from management that
Ithaca sets its dividend policy independently of Delek.

Improved Reserves: In 2023, Ithaca increased its proved and
probable (2P) reserves by 11% following sanctioning of Rosebank.
Its proved (1P) reserve life (based on 2023 production) is adequate
at six years. This should enable Ithaca to at least maintain
current production in the next four years.

DERIVATION SUMMARY

Ithaca's scale (2023: 70.2kboe/d) is comparable with that of Kosmos
Energy Ltd. (B+/Stable; 2023: 63kboe/d) but the latter will ramp up
production towards 90kboe/d at the end of 2024. Kosmos's absolute
level of 1P reserves of around 280 million barrels of oil
equivalent (mmboe) and 1P reserve life of 10.5 years is higher than
that of Ithaca's of around 161mmboe and 7.5 years based on 2024
guidance production and 2023 1P reserves. Ithaca maintains lower
leverage metrics through the cycle than Kosmos.

Ithaca is smaller by production compared with Harbour Energy plc
(BB/RWP; 2023: 187kboe/d) but has better reserve life of around 12
years on a 2P basis vs Harbour's six years. Harbour's opex per boe
is lower at around USD16/boe versus Ithaca's USD20.5/boe. Fitch
expects Harbour to maintain lower leverage than Ithaca at around
0.2x-0.5x in 2024-2025.

Energean plc (BB-/Stable) is significantly bigger by production
(2023: 123kboe/d) compared to Ithaca and production is further
expected to rise towards 155-175kboe/d at end 2024. Energean also
benefits from long reserve life of around 19 years on a 2P basis.
Fitch expects Ithaca to maintain lower leverage in 2024 compared to
Energean. Beyond that Fitch expects Energean to further deleverage
towards 1.5x-2x as production fully ramps up.

KEY ASSUMPTIONS

Fitch's Key Assumptions within Its Rating Case for the Issuer
(Pre-Merger):

- Brent oil prices at USD80/bbl in 2024, USD70/bbl in 2025,
USD65/bbl in 2026-2027 and USD60/bbl thereafter.

- TTF gas prices at USD10/mcf in 2024-2025, USD8/mcf in 2026,
USD7/mcf in 2027 and USD5/mcf thereafter.

- Production at 56kboe/d in 2024, rebounding to around 65kboe/d in
2025-2026 and increasing further to over 70kboe/d in 2027.

- Annual capex averaging about USD580 million between 2024-2027.

- Dividends averaging around USD105 million per year in 2024-2027
in line with public dividend policy of 15-30% of cash from
operations.

RECOVERY ANALYSIS

Key Recovery Analysis Assumptions:

- Its recovery analysis is based on a going-concern approach, which
implies that Ithaca will be reorganised rather than liquidated in a
bankruptcy.

- The going-concern (GC) EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level on which Fitch bases
the enterprise valuation.

- Ithaca's GC EBITDA of USD420 million reflects its view on EBITDA
generation without any hedging, and assumption of fall in the oil
price, followed by a moderate recovery.

- Fitch used a distressed enterprise value (EV) multiple of 3.5x
which reflects Ithaca's high decommissioning obligations,
uncertainty around tax regime and moderate reserve life.

- Fitch treats RBL as senior to unsecured notes in the payment
waterfall.

- After a deduction of 10% for administrative claims, its analysis
generated a waterfall-generated recovery computation (WGRC) for the
USD625 million senior unsecured notes in the 'RR3' band, indicating
a 'B+' instrument rating. The WGRC output percentage on these
metrics and assumptions is 64%.

RATING SENSITIVITIES

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

- Completion of the envisaged transaction, assuming Ithaca's
leverage remains conservative, could lead to an upgrade

- If the merger does not take place, positive rating action would
be possible if there was more clarity on prospective projects, such
as Cambo, and on the evolution of the UK tax regime, assuming
Ithaca's leverage remains conservative (eg. EBITDA net leverage
below 2x and/or FFO net leverage below 2.5x) and sound liquidity

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

- As the ratings are on RWP, Fitch does not expect negative rating
action in the short term. However, cancellation of the transaction
would lead to removal of the RWP and a Stable Outlook being
assigned

- If the merger does not take place, negative rating action would
be possible if EBITDA net leverage is consistently above 3x and/or
FFO net leverage consistently above 3.5x as a result of
higher-than-expected capex or dividends

- Unfavourable changes in the UK tax regime leading to
weaker-than-expected cash flow generation

- Deteriorating liquidity position

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Ithaca's end-December 2023 liquidity was
comfortable, comprising USD153 million of cash and cash
equivalents, USD836 million headroom under its RBL and a USD150
million capex carry agreement expected to be fully drawn in 2024.
Its RBL matures in 2026 but will start amortising earlier. However,
Fitch expects Ithaca to be funded over the next 18 months through
accumulated cash balances, undrawn facilities and Fitch-projected
FCF. Ithaca's USD625 million bond matures in 2026.

ISSUER PROFILE

Ithaca is an exploration and production company focusing on the
North Sea.

ESG CONSIDERATIONS

Ithaca Energy plc has an ESG Relevance Score of '4' for Waste &
Hazardous Materials Management; Ecological Impacts due to high
decommissioning obligations (relative to global peers), which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Ithaca Energy plc has an ESG Relevance Score of '4' for GHG
Emissions & Air Quality due to the company's operations in a
stringent climate-related regulatory environment, high cost of
production and energy transition strategies focusing only on Scope
1 and 2 emissions, which has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt              Rating              Recovery   Prior
   -----------              ------              --------   -----
Ithaca Energy
(North Sea) Plc

   senior unsecured   LT     B+ Rating Watch On   RR3      B+

Ithaca Energy plc     LT IDR B  Rating Watch On            B

JERROLD FINCO: Fitch Assigns 'BB' Final Rating to Sr. Secured Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Jerrold Finco plc's (FinCo) GBP450
million issue of 7.875% senior secured notes due 2030 (ISINs:
XS2797220949, XS2797220782) a final rating of 'BB'.

The final rating is in line with the expected rating Fitch assigned
to the notes on 25 March 2024 (see "Fitch Rates Jerrold FinCo's
2030 Senior Secured Notes 'BB(EXP)'.

FinCo is a subsidiary of Together Financial Services Limited
(Together; BB/Stable), a UK-based specialist mortgage lender. The
notes are being used in conjunction with headroom under
securitisation funding lines to refinance FinCo's GBP555 million of
2026 senior secured notes and to pay transaction fees and
redemption costs.

KEY RATING DRIVERS

IDR AND SENIOR DEBT

Equalised with Long-Term IDR: The notes are guaranteed by Together
and all material subsidiaries and rank equally with Together's
other senior secured obligations. This means Fitch regards the
probability of default on the senior secured notes as consistent
with that of Together, and consequently rate the notes in line with
Together's Long-Term IDR as Fitch expects average recoveries.

Niche Segments; Low LTVs: Together's IDR is underpinned by its
long-established franchise in UK specialised secured lending, its
low loan-to-value (LTV) underwriting and its increasingly
diversified, albeit largely secured, funding profile. The rating
also takes into account the inherent risks involved in lending to
non-standard UK borrowers, recently increasing leverage and
associated funding needs, against the backdrop of a higher
interest-rate environment.

For further detail of the key rating drivers and sensitivities for
Together's IDR, see ' Fitch Upgrades Together Financial Services to
'BB'; Outlook Stable, dated 5 October 2023)

RATING SENSITIVITIES

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

Evidence of material asset quality weakness via a significant
decline in customer repayments or reduction in the value of
collateral relative to loan exposures could result in a downgrade.
Weakened profitability with a pre-tax profit/average total assets
ratio approaching 1% would also put pressure on the ratings, as
would an increase in consolidated leverage to above 6x on a
sustained basis.

A significant depletion of Together's immediately accessible
liquidity buffer, for example, via reduced funding access or a need
for Together to inject cash or eligible assets into its
securitisation vehicles to avoid covenant breaches driven by asset
quality would put pressure on ratings.

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

An upgrade is unlikely in the near term. However, continued
franchise growth and diversification could lead to positive rating
action in the medium term, if achieved without deterioration in
leverage or a weaker risk profile.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

See above.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The senior secured notes' rating is principally sensitive to a
change in Together's Long-Term IDR, with which it is aligned.
Material increase in higher- (or lower-) ranking debt could also
lead to upward (or downward) notching of the senior secured notes'
rating, if it affected Fitch's assessment of likely recoveries in a
default scenario.

Date of Relevant Committee

03 October 2023

   Entity/Debt             Rating          Prior
   -----------             ------          -----
Jerrold Finco Plc

   senior secured      LT BB  New Rating   BB(EXP)

R & S LASER: Goes Into Administration
-------------------------------------
Business Sale reports that R & S Laser Cutting & Fabrications
Limited, a steel manufacturer based in Birmingham, fell into
administration towards the end of March, having filed a NOI the
previous month.

Yiannis Koumettou and Constantinos Pedhiou of Begbies Traynor were
appointed as joint administrators of the company, which was founded
in 1996, Business Sale relates.

According to Business Sale, in its accounts for 2023, the company
reported a loss of around GBP419,000, although this was down from
approximately GBP494,000 a year earlier.  At the time, the
company's current liabilities amounted to more than GBP1 million,
Business Sale notes.



RADBOURNE CONSTRUCTION: Falls Into Administration
-------------------------------------------------
Business Sale reports that Radbourne Construction Limited, a
Derbyshire-based developer, fell into administration last month,
with the Gazette confirming the appointment of Charles
Ranby-Gorwood and Arabella Ranby-Gorwood of CRG Insolvency &
Financial Recovery as joint administrators on April 3.

The company collapsed after posting a NOI earlier in March, months
after being ordered to pay GBP14,435.17 in a prosecution brought by
Natural England, Business Sale relates.

According to Business Sale, the company was found to have breached
the conditions of a European protected species bat mitigation
licence, with four offences relating to a development near
Ashbourne.

In the company's accounts to September 29, 2022, its assets were
valued at close to GBP3.9 million and it employed seven staff,
Business Sale discloses.


TDA INTERIORS: Collapses Into Administration
--------------------------------------------
Business Sale reports that TDA Interiors South Limited, a
London-based designer and builder of office interiors, fell into
administration in late March, with the Gazette confirming the
appointment of Avner Radomsky and Michael Goldstein of RG
Insolvency last week.

According to Business Sale, in its accounts for the year to June
30, 2022, the company's total assets were valued at around GBP3.2
million, with net assets amounting to GBP624,540.


THAMES WATER: Macquarie Among Lenders to Parent Company
-------------------------------------------------------
Gill Plimmer and Robert Smith at The Financial Times report that
Macquarie, the former owner of Thames Water criticized for loading
the utility with debt, is a lender to its stricken parent company.

Macquarie's investors lent about GBP130 million to the utility's
holding company Kemble Water Finance Ltd in 2018 and 2020, the FT
relays, citing a person familiar with the situation.  According to
the FT, the person said the loans are managed by one of the
Australian asset manager's private credit funds and amount to
roughly 9% of Kemble's debt instruments.

Details of Macquarie's continuing involvement in Thames Water,
which were first reported in the Times, have emerged after Kemble
defaulted on a GBP400 million bond on April 5, the FT notes.  That
marked the start of a potentially messy restructuring at the owner
of Britain's largest water company, which serves 25mn people.

The company's shareholders, including pension and sovereign-wealth
funds, have refused to inject more cash, the FT discloses.
Kemble's other lenders include two Chinese state-owned banks, the
FT reported last week.

Shareholders have asked the regulator Ofwat for a 56% increase in
bills and leniency on fines, the FT recounts.  A draft decision is
expected from Ofwat in June but the shareholders believe it is
unlikely to agree to their demands, according to
the FT.

Macquarie's ownership of Thames Water has been widely criticized
after the utility's debt increased from GBP3.4 billion in 2006,
when it bought into the business, to GBP10.8 billion when it sold
its final stake in 2017, according to FT research.

About GBP2.7 billion was taken out in dividends and GBP2.2 billion
in loans during that period, although Macquarie has said it spent
GBP11 billion from customer bills on infrastructure, the FT notes.

Thames Water has more than GBP18 billion of debt including GBP15.6
billion of net debt at the operating company level, the FT
discloses.


TRINITY SQUARE 2021-1: Fitch Assigns B(EXP)sf Rating to Cl. X Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Trinity Square 2021-1 [2024 Refi] PLC
expected ratings, as detailed below. The assignment of final
ratings is contingent on the receipt of final documents conforming
to information already reviewed.

   Entity/Debt              Rating           
   -----------              ------           
Trinity Square 2021-1
[2024 Refi] PLC

   A XS2783078087       LT AAA(EXP)sf  Expected Rating
   B XS2783078160       LT AA-(EXP)sf  Expected Rating
   C XS2783078244       LT A(EXP)sf    Expected Rating
   D XS2783078327       LT BBB+(EXP)sf Expected Rating
   E XS2783078590       LT BB+(EXP)sf  Expected Rating
   F XS2783078673       LT BB-(EXP)sf  Expected Rating
   G XS2783078756       LT B-(EXP)sf   Expected Rating
   H XS2783078830       LT CCC(EXP)sf  Expected Rating
   X XS2783078913       LT B(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Trinity Square 2021-1 [2024 Refi] PLC is a securitisation of legacy
owner-occupied (OO) and buy-to-let (BTL) mortgages originated by GE
Money Home Lending Limited and GE Money Mortgages Limited, together
GE. The transaction is a refinancing of the Trinity Square 2021-1
Plc (TSQ2021-1) issuance.

KEY RATING DRIVERS

Performing Seasoned Loans: The weighted average (WA) portfolio
seasoning is high at 17 years, with origination concentrated
between 2004 and 2014. The OO loans (95.2% of the pool) contain a
high proportion of self-certified, interest-only loans and loans
with adverse credit history. Fitch therefore applied its
non-conforming assumptions to this sub-pool.

Fitch has taken into account the better historical asset
performance than the average for the non-conforming sector and the
average annualised constant default rate since closing of TSQ2021-1
when setting the originator adjustment for the portfolio. This
resulted in a positive originator adjustment of 0.8x for the OO
sub-pool and no adjustment for the BTL sub-pool.

Unhedged Basis Risk: Loans linked to the Barclays Bank base rate
(linked to the Bank of England base rate; BBR) make up 97.4% of the
pool, while 2.6% earns interest linked to the Kensington standard
variable rate (KSR) or Kensington synthetic LIBOR rate (KSLR).
Fitch has assumed that the latter two track a rate economically
similar to that paid under the notes.

As the notes pay daily compounded SONIA, the transaction is exposed
to basis risk between the BBR and SONIA. Fitch stressed the
transaction cash flows for basis risk, in line with its criteria.

Weak Representations and Warranties Framework: The portfolio is a
purchased portfolio initially acquired by Kensington Mortgage
Company Limited (KMC) from GE in August 2015 and subsequently sold
to Citibank, N.A., London Branch for TSQ 2021-1, which this deal
refinances. Fitch notes the indemnities offered by the seller for
the TSQ2021-1 transaction for three years after closing have now
expired. These limitations are mitigated by the loans' 17 years of
seasoning, the due diligence performed as part of the 2021 and 2015
purchases, and the absence of material breaches of representations
since 2015. Fitch views this framework as weaker than normal UK
RMBS standards.

RATING SENSITIVITIES

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

Material increases in the frequency of defaults and loss severity
on defaulted receivables producing losses greater than Fitch's base
case expectations may result in negative rating action on the
notes. Fitch's analysis revealed that a 15% increase in the WA
foreclosure frequency, along with a 15% decrease in the WA recovery
rate (RR), would imply downgrades of up to two-notches for the
class H notes, three notches for the class E and G notes, four
notches for the class A, B, D, F and X notes and five notches for
the class C notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades. Fitch tested an additional rating sensitivity
scenario by applying a decrease in the WAFF of 15% and an increase
in the WARR of 15%. The impact on the notes could be upgrades of up
to one notch for the class C notes, three notches for the class B
and D notes, four notches for the class G and X notes, five notches
for the class F notes and six notches for the class E notes.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte LLP. The third-party due diligence described
in Form 15E focused on the loan level pool tape against the
original loan files. Fitch considered this information in its
analysis and it did not have an effect on Fitch's analysis or
conclusions.

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch performed an extended file review of GE at its Watford office
in July 2015 prior to the Trinity Square 2016-1 issuance. Fitch
concluded that GE operated broadly in line with the majority of
non-conforming lenders in the UK market during the period of
origination.

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

ESG CONSIDERATIONS

Trinity Square 2021-1 [2024 Refi] PLC has an ESG Relevance Score of
'4' for Customer Welfare - Fair Messaging, Privacy & Data Security,
due to the pool exhibiting an interest-only maturity concentration
of legacy non-conforming OO loans of greater than 20%, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Trinity Square 2021-1 [2024 Refi] PLC has an ESG Relevance Score of
'4' for Human Rights, Community Relations, Access & Affordability,
due to a significant proportion of the pool containing OO loans
advanced with limited affordability checks, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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


                           *********


S 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
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