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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

          Friday, May 3, 2024, Vol. 25, No. 90

                           Headlines



F R A N C E

ILIAD HOLDING: Moody's Rates New EUR1.2BB Sr. Secured Notes 'B2'
MOBILUX GROUP: Moody's Assigns 'B1' CFR, Outlook Stable
MOBILUX SARL: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable


G E O R G I A

BASISBANK JSC: Fitch Affirms 'B+' LongTerm IDR, Outlook Positive
TERABANK JSC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


G E R M A N Y

SC GERMANY 2024-1: DBRS Gives Prov. BB(high) Rating to Two Notes
SK NEPTUNE: Moody's Downgrades CFR & Senior Secured Term Loan to C


I R E L A N D

ARINI EUROPEAN II: S&P Assigns B- (sf) Rating to Class F Notes
DILOSK RMBS 6: DBRS Confirms BB(high) Rating on Class E Notes
SCULPTOR EUROPEAN XI: S&P Assigns B- (sf) Rating to Class F Notes
WILLOW PARK CLO: Moody's Affirms B2 Rating on EUR13MM Cl. E Notes


I T A L Y

LEVITICUS SPV: DBRS Cuts Class A Notes Rating to B, Trend Negative
MONTE DEI PASCHI: DBRS Hikes LongTerm Issuer Rating to BB(high)
PACHELBEL BIDCO: Moody's Assigns 'B2' CFR, Outlook Negative


L A T V I A

AIR BALTIC: Fitch Publishes 'B-' IDR, Outlook Stable


N E T H E R L A N D S

KETER GROUP: S&P Ups ICR to 'B' on Implemented Debt Restructuring
TITAN HOLDINGS: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.


P O R T U G A L

OHI GROUP: Moody's Assigns First Time 'B2' Corporate Family Rating


S P A I N

BBVA CONSUMER 2024-1: Moody's Assigns (P)B1 Rating to Cl. D Notes
BBVA CONSUMO 10: S&P Raises Class C Notes Rating to 'BB- (sf)'
GREEN BIDCO: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
PROSIL ACQUISITION: DBRS Confirms BB Rating on Class A Notes


T U R K E Y

ALJ FINANSMAN: Fitch Cuts Nat'l. Rating to 'BB+(tur)', Outlook Neg


U K R A I N E

DTEK OIL: Fitch Affirms 'CC' LongTerm IDR


U N I T E D   K I N G D O M

888 ACQUISITIONS: Moody's Rates New GBP300MM Sr. Secured Notes 'B1'
888 HOLDINGS: S&P Rates New GBP300MM Senior Secured Notes 'B'
ASDA GROUP: S&P Assigns Prelim 'B+' Rating to Senior Secured Notes
AUBURN 15: S&P Assigns Prelim B+ (sf) Rating to Cl. F-Dfrd Notes
CAZOO: On Brink of Administration After Failing to Secure Funding

CENTIKA LOGISTICS: Falls Into Administration
EAST ONE 2024-1: DBRS Finalizes BB(high) Rating on Class X Notes
EVERTON: 777 Partners Takeover Uncertain After Airline Collapse
IRIS MIDCO: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
JME DEVELOPMENTS: Goes Into Administration

LONDON CARDS 2: DBRS Finalizes CCC Rating on Class F Notes
LONDON WALL 2021-02: S&P Raises E-Dfrd Notes Rating to 'BB+ (sf)'
MARSTON ISSUER: Fitch Cuts B Notes Rating to B+, Outlook Now Stable
SATUS 2024-1: S&P Assigns BB (sf) Rating to Class E-Dfrd Notes
SATUS PLC 2024-1: Moody's Assigns B1 Rating to GBP11.2MM E Notes

SGS: Completes Reorganization of Finances After Administration
TAURUS 2021-4: Fitch Hikes Rating on Class F Notes to 'BBsf'
UNIVERSAL INSURANCE: A.M. Best Affirms B(Fair) FS Rating


X X X X X X X X

[*] BOOK REVIEW: Charles F. Kettering: A Biography

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F R A N C E
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ILIAD HOLDING: Moody's Rates New EUR1.2BB Sr. Secured Notes 'B2'
----------------------------------------------------------------
Moody's Ratings has assigned a B2 rating to the proposed EUR1.2
billion euro equivalent backed senior secured notes to be issued by
Iliad Holding S.A.S. ("Iliad Holding" or "the company"), a European
telecommunications operator with presence in France, Italy and
Poland.

Concurrently, Moody's Ratings has affirmed Iliad Holding's Ba3
long-term corporate family rating (CFR), Ba3-PD probability of
default rating (PDR) and the B2 rating on the existing backed
senior secured notes issued by Iliad Holding. Moody's Ratings has
also affirmed the Ba2 rating on the existing senior unsecured bonds
issued by Iliad S.A. ("Iliad"), the operating subsidiary of Iliad
Holding.  The outlook on both entities remains stable.

Proceeds from the proposed issuance will be used to partially repay
the 2026 bond issued at Iliad Holding, and fund the acquisition of
Tele2 AB, a leading Swedish telecoms operator.

"While the proposed issuance is leverage neutral, it helps to
extend the company's debt maturities reducing the debt maturity
wall in 2026," says Ernesto Bisagno, a Moody's Vice President -
Senior Credit Officer and lead analyst for Iliad Holding.

"The rating affirmation reflects the company's sustained strong
operating performance which is driving an improvement in cash flow
generation and credit metrics to levels that position Iliad solidly
in the Ba3 category," adds Mr Bisagno.

RATINGS RATIONALE      

Iliad reported solid revenue growth of 8.2% in 2023 (organic pro
forma, adjusted for acquisitions and forex movements), driven by
strong organic growth in all countries of operation. The company's
reported EBITDA (before lease expenses) increased by 2.1% (organic
pro forma, adjusted for acquisition and forex movements) as revenue
growth was partially offset by higher network costs, particularly
in France.

Iliad Holding's Moody's-adjusted FCF became positive at EUR83
million, compared to -EUR257 million in 2022 supported by higher
EBITDA, offseting higher interest costs. In addition, the company
also benefitted from EUR1.6 billion proceeds from disposals,
including  EUR900 million related to the sale of 50% of its stake
in Polski Swiatlovod Otwarty (PSO) and EUR500 million related to
the disposal of the remaining 30% stake in the Polish Towers.

Iliad's Moody's-adjusted debt/EBITDA improved to 4.5x in 2023 from
5.0x in 2022.

Moody's Ratings expects Iliad's revenue to continue to grow by
around mid-to high single digit range over 2024-25, although EBITDA
growth will be slower owing to ongoing pressure on staff costs and
volatility in energy costs.

Free cash flow (before spectrum payment and after shareholder
distributions) will improve over 2024-25 towards EUR300 million
each year, thanks to stronger EBITDA and stable capex, partially
offset by higher interest costs. As a result, Moody's Ratings
expects Iliad Holding's Moody's-adjusted debt/EBITDA to reduce
towards 4.3x by 2025, leaving the company solidly  positioned in
the rating category.

However, any further deleveraging is more uncertain, as the company
is already close to its target leverage (as reported) of below 4.0x
(equivalent to a Moody's adjusted leverage ratio of around 4.5x),
and it may continue to pursue acquisitions, such as the recent
failed proposed joint venture with Vodafone Italy or the
acquisition of a 19.8% stake in Tele2 AB announced in February
2024.

Iliad Holding's rating reflects the company's scale and
geographical diversification because of its presence in France,
Italy and Poland; its strong positions in the French and Polish
telecom markets, with a growing market share in the Italian mobile
segment; its solid revenue growth rates and margins, which remain
above the industry average; and its commitment to reduce reported
net leverage to below 4.0x.

The rating also reflects Iliad Holding's relatively high leverage;
its modest free cash flow (FCF) generation relative to the debt
that the company carries, because of high capital spending and
interest costs; the highly competitive market conditions in
particular in the Italian market; and the uncertainty around the
pace of leverage reduction.

LIQUIDITY

Iliad has adequate liquidity, underpinned by cash of EUR1.5 billion
as of December 31, 2023; access to three revolving credit
facilities, including a EUR2.0 billion line maturing in July 2028
plus an additional one-year extension option (at Iliad and fully
undrawn as of December 31, 2023), a EUR428 million equivalent line
maturing in March 2026 (at Play and fully undrawn as of December
31, 2023) and a EUR300 million line due in January 2028 (at Iliad
Holding fully undrawn as of December 31, 2023). In addition the
company has access to a EUR600 million European Investment Bank
(EIB) loan (fully undrawn as of December 31, 2023) split in two
tranches due June 2030 and 2033.

There are maintenance financial covenants on Iliad's and P4 sp. z
o.o. (Play) revolving credit facilities set at 3.75x and 3.25x,
respectively. Iliad Holding's revolving credit facility includes a
springing leverage covenant of 7.0x, tested once drawings exceed
40%.

While the new issuance at Iliad Holding, together with the EUR500
million issuance at Iliad completed on April 23, 2024, have helped
the company to extend debt maturities, the company still has a
large refinancing needs in particular in 2026. The existing
liquidity sources provide some flexibility to cover cash uses over
the next 12-18 months, although Moody's Ratings expects the company
to continue to proactively address these refinancing needs, at
least one year ahead of maturity. Iliad maintains good access to
debt markets, as demonstrated by the recent bond issuances.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to Iliad Holding's backed senior secured
notes is two notches below the CFR, reflecting its structural
subordination to the debt raised at Play and Iliad, and the
contractual subordination to the super senior revolving credit
facility at Iliad.

The Ba2 rating assigned to Iliad's senior unsecured notes is one
notch above the CFR and reflects their senior ranking in the
waterfall of liabilities, as the debt at the operating company
level is closer to the cash flow-generating assets.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's Ratings expectation that the
company will continue to generate steady earnings growth which, in
the absence of material debt funded M&A activity or shareholder
distributions, should drive further deleveraging towards 4.0x on a
Moody's adjusted basis.

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

Moody's Ratings has marginally relaxed the leverage thresholds for
Iliad Holding at the Ba3 rating category to reflect the company's
solid track record of operating performance and to align them
better with peers.

Upward pressure on the rating could develop if the company
continues to report strong and stable revenue growth and
sustainable EBITDA margins, such that its Moody's-adjusted
debt/EBITDA ratio reduces below 4.0x (3.75x previously) and its
Moody's-adjusted retained cash flow (RCF) improves towards 20%.

Downward rating pressure could develop if Iliad Holding's operating
performance deteriorates or the company engages in large
debt-financed acquisitions or large shareholder distributions, such
that its Moody's-adjusted debt/EBITDA increases above 5.0x (4.75x
previously); its Moody's-adjusted RCF/debt stays below 15%; or if
the company fails to address its refinancing needs on a timely
manner.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.

COMPANY PROFILE

Iliad Holding S.A.S. is the holding company owned by Xavier Niel,
which owns Iliad S.A. Headquartered in Paris, Iliad is a leading
telecommunications operator in France, Italy and Poland, with 48.5
million subscribers and more than 17,700 employees. In 2023, the
company reported revenue of EUR9.2 billion and EBITDA after leases
(EBITDAaL) of EUR3.4 billion.

MOBILUX GROUP: Moody's Assigns 'B1' CFR, Outlook Stable
-------------------------------------------------------
Moody's Ratings has assigned B1 corporate family rating and B1-PD
probability of default rating to Mobilux Group SCA (Mobilux or the
group). At the same time, Moody's Ratings has affirmed the B2
instrument rating of the EUR500 million backed senior secured notes
due 2028 and assigned B2 rating to the proposed EUR250 million
backed senior secured notes due 2030 issued by Mobilux Finance SAS.
The outlook for Mobilux Group SCA is stable and the one for Mobilux
Finance SAS remains stable.

The proceeds from the EUR250 million notes along with cash on
balance sheet will be used to repay Conforama France (Conforama)'s
EUR283 million of state guaranteed loan and related fees and
expenses.

The B1 CFR and B1-PD PDR at Mobilux 2 SAS will be withdrawn as part
of this transaction. At the time of withdrawal the outlook was
stable.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

The rating action follows the consolidation of the financing
perimeter of BUT SAS and Conforama, a sister company operating
under the same joint ownership of CD&R and WM Holding. This
consolidation will merge both entities' central operations to
create a bigger group, which will help strengthen its market
position as the second-largest home equipment retailer in France
with 20% market share. BUT and Conforama banners will continue to
operate independently from a brand and store perspective. The aim
of this consolidation is to merge central services such as supply
chain, IT, logistics, maintenance etc. while running the two
banners in parallel commercially.

On a proforma basis, the group generated revenue of EUR3.6 billion
and Moody's adjusted EBITDA of around EUR380 million for the last
twelve months (LTM) ending December 31, 2023 resulting in Moody's
adjusted debt/EBITDA (leverage) of 3.9x. Moody's expects weakening
demand and declining volumes for the discretionary home furniture
market in the next 12-18 months amid tough macroeconomic
environment and consumer demand which still remains cautious. As
such, Moody's adjusted EBITDA is expected to decline to around
EUR365-375 million in fiscal 2024 (year end is June) and 2025
leading to a slight increase in leverage to around 4.0x. Interest
coverage (EBITDA - Capex/ Interest Expense) is expected to be
around 1.7x-1.8x due to higher capital spending on Conforama's
store modernisation while free cash flow (FCF) to debt is expected
to be positive at around 3-4% over 2024 and 2025.

These metrics are weaker than BUT's standalone metrics because
Conforama's operations and metrics are weaker due to higher costs,
less profitable product lines and legacy issues following the
restructuring of its previous shareholder Steinhoff International.
Moody's notes that CD&R and WM Holding have implemented a number of
commercial initiatives and cost saving measures to improve
Conforama's operating performance and profitability with further
upside expected from synergies with BUT. Moody's expects that it
will take some time before the group's EBITDA margins and credit
metrics improve to levels seen at BUT, therefore positioning the
rating weakly at B1.

At the same time, Moody's takes comfort from the fact that the
group has a competent management team which has, over the years,
demonstrated a track record of delivering on or above budget,
sponsor's commitment of not extracting dividends in the near term
and the company's good liquidity. Moody's also understands that
there are material synergy savings that could be achieved, mainly
in the area of logistics and supply chain, that should mitigate the
impact of the weaker entity (Conforama) entering the group.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the larger
group's performance will remain stable over the next 12 to 18
months, its EBITDA margins will improve (by extracting synergies
from the combined operations and larger scale), Moody's adjusted
debt/EBITDA will decline below 4x and that it generates positive
FCF/debt trending towards 6% or above over this period, interest
coverage will be maintained at least 2x, while the group will
continue maintaining good liquidity. The outlook assumes that
management will not embark on any material debt-funded acquisitions
or dividend recapitalisations.

LIQUIDITY PROFILE

Moody's expects Mobilux to have good liquidity over the next 12 to
18 months, supported by a healthy cash balance of EUR245 million
pro forma the transaction, access to the undrawn super senior
revolving credit facility (RCF) of EUR205 million on a proforma
basis and Moody's expectations of positive FCF over the next 12 to
18 months, and no debt maturities until 2028. Mobilux's operations
are seasonal and characterised by sizable working capital
requirements ahead of its peak periods of year-end holidays.

The RCF has a springing financial covenant of consolidated net
secured leverage (maximum of 6.375x) which is tested if the
facility is drawn by more 40%. Moody's anticipates the company to
have significant headroom under this covenant.

STRUCTURAL CONSIDERATIONS

The PDR of B1-PD reflects the use of a 50% family recovery
assumption, consistent with a capital structure including a mix of
bond and bank debt. The capital structure has limited covenants
overall, with the lenders relying only on incurrence covenants
contained in the backed senior secured notes indentures, as well as
the springing covenant of the RCF.

The B2 ratings of the EUR500 million and EUR250 million backed
senior secured notes due in 2028 and 2030 respectively issued by
Mobilux Finance SAS reflect their position below the committed
EUR205 million super senior RCF and a significant amount of trade
payables, both of which rank ahead of the backed senior secured
notes in Moody's waterfall. The backed senior secured notes and the
RCF benefit from a similar guarantor package, including upstream
guarantees from guarantor subsidiaries, representing around 75% of
BUT's consolidated EBITDA. Both instruments are secured, on a first
priority basis, by certain share pledges, intercompany receivables,
and bank accounts. However, the notes are contractually
subordinated to the RCF with respect to the collateral enforcement
proceeds.

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

Positive pressure could emerge if Mobilux (i) demonstrates an
ability to sustain its profitability, (ii) maintains its current
market share, (iii) sustains its positive Moody's adjusted FCF
generation, and (iv) displays a balanced financial policy between
creditors and shareholders. Quantitatively, ratings could be
upgraded if Moody's-adjusted debt/EBITDA is sustainably below 3x,
Moody's adjusted (EBITDA-capex)/interest is above 3x, and
Moody's-adjusted FCF to debt trends towards 10% on a sustained
basis. An upgrade would also require more public commitment to a
clearer financial policy.

Conversely, negative pressure on the ratings would build up if the
company fails to deliver expected profitability and leverage
improvements outlined for the stable outlook. Ratings could be
downgraded if (i) Mobilux's Moody's adjusted FCF/debt declines or
stays below 5% for a prolonged period(ii) the company adopts a more
shareholder-friendly financial policy, (iii) its Moody's adjusted
(gross) debt/EBITDA is sustainably above 4.0x or Moody's-adjusted
(EBITDA-capex)/interest weakens below 2x. Weakening liquidity could
also exert pressure on the rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail and
Apparel published in November 2023.

COMPANY PROFILE

Mobilux Group SCA is the holding company of BUT and Conforama,
which together form the second-largest home equipment retailer in
France, with revenue of around EUR3.6 billion and Moody's adjusted
EBITDA of EUR383 million on a proforma basis as of LTM ending
December 31, 2023. Mobilux's business model is based on a
one-stop-shop concept, offering its customers furniture, electrical
or home appliances, and home decoration products. It is owned by an
investment consortium comprising the private equity firm Clayton,
Dubilier & Rice (CD&R) and WM Holding, an investment company
associated with the XXXLutz group, an Austrian furniture retailer.

MOBILUX SARL: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Mobilux S.a.r.l (Mobilux) an expected
Long-Term Issuer Default Rating (IDR) of 'B+(EXP)'. The Outlook is
Stable. Mobilux is the ultimate parent of the France-based
furniture retailer resulting from the combination of Mobilux 2 SAS
(BUT) and Conforama.

Fitch Ratings has also assigned the new EUR250 million proposed
senior secured notes to be issued by Mobilux Finance SAS, a
subsidiary of Mobilux a 'BB-(EXP)' rating. The new notes will rank
pari passu with the existing EUR500 million senior secured notes
issued by Mobilux Finance SAS. The Recovery Rating for the senior
secured debt is 'RR3'. The final ratings are contingent to the
completion of the bond issuance and final documentation conforming
to information already received.

Fitch has also placed BUT's 'B' IDR and the 'B+' senior secured
rating on the existing EUR500 million notes issued by Mobilux
Finance SAS on Rating Watch Positive (RWP). Upon closing of the
transaction, Fitch expects to withdraw BUT's IDR and upgrade the
currently outstanding senior secured notes rating to be in line
with the rating for the proposed senior secured notes.

Mobilux's 'B+(EXP)' expected IDR reflects the larger size of the
two businesses compared with BUT, a stronger market position thanks
to a wider network in France and the business proposition of
affordable products with a resilient record in challenging
macroeconomic conditions. This supports greater debt capacity than
BUT's standalone IDR.

Fitch anticipates Fitch-adjusted leverage will spike at 5.4x in the
financial year ending 30 June 2024 (FY24) as a result of weak
demand, but to then reduce towards 5.0x, the maximum level
consistent with a 'B+' IDR, by FY25 thanks to synergies and its
assumption of market recovery in the next 12-18 months with
normalisation in volumes. The deleveraging is also driven by
management's planned debt reduction using positive free cash flow
(FCF) generation and supported by a very high cash balance at
closing.

KEY RATING DRIVERS

Conforama Integration Boosts Market Share: The announced
combination of BUT with Conforama will create an enlarged entity
almost twice the size, meaning Mobilux remains the second-largest
furniture retailer in France, albeit with a very similar market
share as the market leader. The combined entity commended EUR3.6
billion of sales in 2024 pro forma, compared with EUR2.1 billion
for BUT standalone. Management plans to keep the two brands
commercially separate but to realise further cost synergies from
the combined ownership and operating under the common Mobilux
governance for support functions.

Lower Combined Margin: The combined EBITDA margin will be lower
than BUT's standalone of 8.9% in FY23, as Conforama's heavier cost
structure, particularly in logistics, and its lower margin product
mix will lead to a dilution to approximately 6.2% in FY24. Also,
Fitch understands margins are under pressure on reduced volumes.
From FY25, Fitch expects the combined margins to improve to 6.7% on
market recovery and the realisation of synergies.

Cost Management to Improve Margins: The combined entity has
identified certain measures to be implemented to improve
profitability at the Conforama level and bring it more in line with
BUT's more profitable profile. These include cost optimisation
through logistic and supply chain efficiencies, harmonising IT
systems and reducing duplicated functions. Both entities are part
of the GIGA France purchasing group and benefit from procurement
activities in Asia by BSL, Mobilux's purchasing and supply chain
platform, which already helps optimise procurement and secure
better purchasing conditions.

Fitch assumes that the proposed measures, together with a
stabilisation of the furniture market volume decline, will improve
the combined EBITDA margin to 6.7%-7.3% in FY25-FY28.

Financial Leverage To Reduce: Fitch calculates that gross
Fitch-adjusted EBITDAR leverage will be 5.4x in FY24 pro forma for
the transaction, which is high for the current rating category and
represents an increase from BUT's standalone 4.5x in FY23. Fitch
expects gross leverage to reduce towards 5.0x in FY25 and below
thereafter, which is in line with the 'B+(EXP)' IDR, placing the
company more comfortably in its rating category.

Deleveraging will be driven by EBITDAR expansion and could be
further complemented by planned debt reduction from the allocation
of high accumulated cash balance and positive FCF generation.
Failure to execute the forecast deleveraging will put the rating
under pressure.

Commitment to Deleveraging Supports Rating: Management's commitment
to repay 10% of existing debt annually from FY26 over the rating
horizon out of the healthy cash balance (estimated at around EUR200
million as of end-FY24 pro forma for the transaction, accounting
for EUR50 million Fitch-restricted cash) and further boosted by
positive FCF generation should help reduce leverage without
jeopardising liquidity. Fitch does not include these debt
repayments in its rating case, but if they occur, they will
contribute to deleveraging. Its rating case does not incorporate
any shareholder distributions, which would constitute an event
risk.

Positive FCF Despite Higher Capex: Despite the higher capex
intensity of the Mobilux group (3% of revenue vs 2% for BUT
standalone), aimed at compensating historical underinvestment in
Conforama, the company's combined FCF will remain positive in the
low-single-digits, which supports the company's overall
positioning. The accumulating positive FCF will contribute to the
already high combined cash balance.

Stronger Combined Business Profile The combined company will retain
two banners, will have an even more extensive network of stores in
France, as well as synergies from combined business. The larger
company will have an improved product offering, addressing
different groups of clients with its affordable prices and an
extensive discount policy, especially at Conforama, broadening its
attractiveness to customers. Through the BUT and Conforama banners,
Mobilux also benefits from strong brand awareness across its
domestic market, France.

DERIVATION SUMMARY

Mobilux's closest peer is Dutch retailer Maxeda DIY Holding B.V.
(B-/Stable). Both companies have similar market-leading positions
in concentrated geographies and exposure to home-improvement
related spending, which peaked post-pandemic, but then started to
decline in an unfavourable macro- economic environment. While both
companies generate broadly similar EBITDAR margins, albeit slightly
lower for the combined Mobilux, the latter has larger scale,
increased after the combination with Conforama, and a healthier FCF
margin. Maxeda's high EBITDAR leverage around 7.0x in FY24 with
limited deleveraging capacity and more stringent liquidity position
substantiate a two-notch difference in the rating.

Mobilux has weaker profitability and higher leverage metrics than
other larger peers such as the European DIY retailer Kingfisher plc
(BBB/Stable).

KEY ASSUMPTIONS

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

- Net revenue down 3% on a like-for-like basis in FY24, followed by
flat revenue in FY25

- Sales growing in low single digits for FY26-FY28

- Fitch-adjusted EBITDA margin at 6.2% in FY24, improving above 7%
by FY27-FY28

- Working-capital normalisation in FY24-FY25, followed by broadly
neutral working capital

- Capex at around 3% of revenue in FY25-FY28

- No dividend distribution to shareholders over the next four
years

RECOVERY ANALYSIS

Key Recovery Assumptions

Fitch assumes that Mobilux would be considered a going concern in
bankruptcy and that it would be reorganised rather than liquidated.
Fitch has assumed a 10% administrative claim in the recovery
analysis.

In its bespoke going concern recovery analysis, Fitch considers an
estimated post-restructuring EBITDA, after post-restructuring
corrective measures, available to creditors of about EUR140 million
for the combined entity.

Fitch increased the multiple to 5.5x for the combined entity versus
5.0x for BUT only given the larger size and better market position
of the combined entity.

Based on the debt waterfall, Fitch treats other debt as priority
(EUR22 million) and the upsized revolving credit facility of EUR205
million ranks super senior to its senior secured debt. After
deducting 10% for administrative claims, its analysis generates a
ranked recovery for the senior secured bonds in the 'RR3' band,
indicating a 'BB-(EXP)' instrument rating, one notch above the IDR,
with a waterfall generated recovery computation of 62%, based on
current metrics and assumptions.

RATING SENSITIVITIES

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

- Wider geographic diversification leading to increase to EBITDAR
to at least EUR500 million

- Commitment to a financial policy conducive to EBITDAR gross
leverage remaining below 3.5x

- FCF margin above 3% on a sustained basis

- EBITDAR margin improving towards 13.5%

- EBITDAR fixed charge coverage consistently above 2.5x

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

- A significant deterioration in revenue and profitability
reflecting, for example, an increasingly competitive operating
environment, translating into an EBITDAR margin consistently below
10.0%

- EBITDAR fixed charge coverage below 2.0x on a sustained basis

- FCF margin trending towards neutral

- Inability to reduce EBITDAR gross leverage below 5.0x in the next
12-18 months and keep it below this level

- Evidence of tightening liquidity due to material operational
underperformance or significant distributions to shareholders
meaningfully affecting leverage

LIQUIDITY AND DEBT STRUCTURE

Fitch expects Mobilux to have EUR195 million (excluding
Fitch-calculated restricted cash of EUR50 million) cash on its
balance sheet at end-June 2024 post-transaction. Together with the
fully undrawn and upsized to EUR205 million from EUR140 million
revolving credit facility, this is sufficient to cover potential
short-term fluctuations. Combined with expected low-single-digit
positive FCF, overall liquidity is comfortable. Mobilux will have
no material debt maturities until 2028 after completion of the
transaction.

ISSUER PROFILE

Mobilux is a France-based retailer for furniture, decoration and
electrical white and brown goods, which upon the closure of the
proposed transaction, will combine two separate banners, BUT and
Conforama.

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
   -----------         ------                    --------   -----
Mobilux 2 SAS    LT IDR B        Rating Watch On            B

Mobilux
Finance S.A.S.

   senior
   secured       LT     BB-(EXP) Expected Rating   RR3

   senior
   secured       LT     B+       Rating Watch On   RR3      B+

Mobilux
S.a.r.l.         LT IDR B+(EXP)  Expected Rating



=============
G E O R G I A
=============

BASISBANK JSC: Fitch Affirms 'B+' LongTerm IDR, Outlook Positive
----------------------------------------------------------------
Fitch Ratings has affirmed JSC Basisbank's (Basis) Long-Term Issuer
Default Rating (IDR) at 'B+' with a Positive Outlook. The Viability
Rating (VR) has been affirmed at 'b+'.

KEY RATING DRIVERS

Basis' Long-Term IDR is driven by the bank's standalone profile, as
captured by its VR, reflecting its fairly small franchise in a
highly concentrated banking sector, adequate capitalisation, and
highly dollarised balance sheet, which is a sector-wide feature.
The rating also reflects the bank's record of reasonable
performance.

The Positive Outlook on Basis's IDR reflects its expectations that
favourable economic conditions in Georgia will persist and result
in a sustained strengthening of Basis's asset quality, and funding
and liquidity profile, while also underpinning the stability of the
bank's already reasonable profitability and strong capitalisation.

Positive Sovereign Outlook: Georgia's strengthening sovereign
credit profile, continued strong economic growth, alongside a
marked fall in inflation, and greater confidence in the durability
of large migrant and capital inflows since 2022 have boosted the
banking sector's credit metrics to near-historical highs. Fitch
forecasts GDP to grow by 5.4% in 2024 (2023: 7.5%), with domestic
demand underpinned by a surge in immigration.

Moderate Market Position: Basis was the fourth-largest bank in the
country at end-2023, with a moderate 4.4% market share of sector
assets. It has a universal franchise. The non-retail portfolio,
including corporates and SMEs, made up 68% of total loans at
end-2023, while granular retail loans comprised the remainder,
providing diversification.

High Dollarisation: Lending dollarisation (48% of loans at
end-2023) remains the key vulnerability to asset quality, although
it has declined significantly over the past six years due to
macro-prudential measures introduced by the National Bank of
Georgia (NBG). Foreign-currency loans in retail are particularly
high-risk, in Fitch's view, especially given that some of the loans
have floating interest rates. At end-2023, the bank's
foreign-currency mortgage loans amounted to a material 34% of Fitch
Core Capital (FCC).

Impaired Loans Decreased: The impaired loans ratio edged down to
3.7% at end-2023 (end-2022: 3.9%), while Stage 2 loans fell to 4.2%
(4.7%), reflecting a high 20% loan growth during the year, albeit
in line with the market average, as well as the favourable economic
environment. However, asset quality risks may stem from the bank's
significant exposure to cyclical sectors, including construction
(11% of gross loans), hospitality (8%) and real estate (7%), which
fundamentally reflects the domestic economy's structure.

Reasonable Profitability: Operating profit was a reasonable 2.7% of
risk-weighted assets (RWAs) in 2023 (2022: 2.9%), supported by high
interest rates and strong economic growth. Fitch expects operating
profitability to remain stable in 2025.

Adequate Capitalisation: The bank's common equity Tier 1 (CET1)
capital ratio was an adequate 15% at end-2023. The ratio is
additionally supported by a common equity injection in 1Q24 (equal
to 1% of RWAs). Fitch expects continuing reasonable profit
generation and only moderate low double-digit loan growth to
support healthy capital adequacy.

Dollarised, Concentrated Funding: The loans-to-deposits ratio of
116% at end-2023 was slightly above the market average of 106%.
Risks stem from high funding dollarisation (50% of deposits at
end-2023) and material concentrations.

Satisfactory Liquidity Profile: Liquidity, net of wholesale funding
repayments scheduled for 2024 (mainly from international financial
institutions), covered deposits by a tight 6% at end-2023. Liquid
assets exclude large mandatory reserves with the regulator (8% of
deposits), which are inflated by high requirements, while Fitch
believes some of these funds could be made available to Basis in
case of liquidity stress. Fitch does not anticipate material
pressure on liquidity given a reasonably stable customer base and
expected roll-over of most wholesale borrowings due to its
uninterrupted access to international funding.

RATING SENSITIVITIES

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

The Outlook on Basis's rating would likely be revised to Stable if
Fitch sees no material improvements in the operating environment
for Georgian banks.

Basis's ratings could be downgraded on a material weakening in
capitalisation - potentially resulting from a sharp deterioration
in the operating environment, or significant weakening in
profitability or asset quality - if not offset by shareholder
support, and if regulatory ratios fall to levels only marginally
above prudential requirements. A sharp reduction in liquidity
buffers, particularly in foreign currency, could also increase
pressure on the ratings.

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

An upgrade of Basis's ratings would require an improvement in
Fitch's assessment of the local operating environment, coupled with
a strengthening of the bank's liquidity position and maintaining
healthy performance and solvency metrics. An improvement in the
risk profile and reduction in asset-quality risks, for example due
to a material decrease in loan book dollarisation and
concentration, would also be credit-positive.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The Government Support Rating (GSR) of 'no support' reflects
Fitch's view that resolution legislation in Georgia, combined with
constraints on the ability of the authorities to provide support -
especially in foreign currency - means that government support,
although possible, cannot be relied upon.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Upside for the GSR is currently limited and would require a
substantial improvement of sovereign financial flexibility as well
as an extended record of timely and sufficient capital support
being provided to local banks.

VR ADJUSTMENTS

The asset quality score of 'b+' is below the implied category score
of 'bb' due to the following adjustment reason: concentrations
(negative).

The funding and liquidity score of 'b+' is below the implied
category score of 'bb' due to the following adjustment reason:
liquidity coverage (negative).

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or 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 of the materiality
and relevance of ESG factors in the rating decision.

   Entity/Debt                      Rating         Prior
   -----------                      ------         -----
JSC Basisbank     LT IDR             B+ Affirmed   B+
                  ST IDR             B  Affirmed   B
                  Viability          b+ Affirmed   b+
                  Government Support ns Affirmed   ns

TERABANK JSC: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Rating has affirmed JSC Terabank's (Tera) Long-Term Issuer
Default Rating (IDR) at 'B+' with Stable Outlook and its Viability
Rating (VR) at 'b+'.

KEY RATING DRIVERS

Tera's Long-Term IDR is driven by its standalone profile, as
captured by its VR. The VR reflects the bank's highly dollarised
balance sheet and narrow franchise in SME and micro-lending against
reasonable financial metrics and adequate capital buffers.

Positive Sovereign Outlook: Georgia's strengthening sovereign
credit profile, continued strong economic growth, alongside a
marked fall in inflation, and greater confidence in the durability
of large migrant and capital inflows since 2022 have boosted the
banking sector's credit metrics. Fitch forecasts GDP to grow 5.4%
in 2024 (2023: 7.5%), with domestic demand underpinned by a surge
in immigration.

Small Size, Niche Franchise: Tera is focused on SMEs, micro and
retail lending. Its franchise and pricing power are limited,
translating into a small 2.4% lending market share in the
concentrated Georgian banking sector at end-2023. Market share in
the bank's niche, SME and micro lending was more pronounced at
5.4%.

Focus on Higher-Risk SMEs: SME and micro-lending segments made up
67% of gross loans at end-2023 and Tera views them a strategic
growth area (2023: growth of 27%). Dollarisation was high
(end-2023: 50%), although broadly in line with the sector average
(45%).

Improved Asset Quality Metrics: Impaired loans (Stage 3 loans under
IFRS 9, based on management accounts) decreased to 3.3% of gross
loans at end-2023 (end-2022: 4.1%), while the Stage 2 ratio fell to
5% (6% at end-2022). Impaired loans were 70% covered by total
loan-loss allowances. Fitch expects the asset quality improvement
to continue in the near term on the back of a favourable operating
environment, but will remain close to current levels.

Moderate Profitability: Operating profit remained moderate at 2.5%
of risk-weighted assets (RWAs) in 2023, due to broadly stable net
interest margins at around 5%, and decreased cost-to-income ratio
of 55% (2022: 58%), which was offset by higher loan impairment
charges (0.2% in 2023, -0.5% in 2022). Fitch expects profitability
to remain moderate on the back of continued provisioning needs.

Healthy Capitalisation: Tera's Fitch Core Capital (FCC) ratio
remained unchanged at 16% at end-2023 as RWA expansion was broadly
comparable with internal capital generation during this year. Fitch
expects the FCC ratio to remain around current levels in the near
term, supported by reasonable profitability amid moderate growth.

Concentrated Funding: Tera is primarily funded by customer deposits
(end-2023: 77% of non-equity funding), of which a material 47% was
in foreign currencies. This amplifies foreign-currency liquidity
risk, particularly given high depositor concentration (20 largest
depositors: 43% of customer accounts). Refinancing risks are
manageable given sufficient liquidity coverage of upcoming
wholesale funding maturities and an ample stock of liquid assets
(12% of assets or 19% of customer accounts).

RATING SENSITIVITIES

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

Tera's ratings are primarily sensitive to a material deterioration
in the operating environment or a severe setback to the economic
outlook. The ratings could be downgraded on significant
asset-quality deterioration leading to weak performance. The VR
could also be downgraded as a result of an erosion of capital
buffers to below 100bp over regulatory minimums or a significant
increase in capital encumbrance by unreserved impaired loans.

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

An upgrade of Tera's ratings would require a stronger, more
diversified franchise and a lower risk appetite (for instance,
lower dollarisation of the loan book and lower exposure to cyclical
sectors). This should be combined with the CET1 ratio being
maintained above 15% and operating profit comfortably at around 2%
of RWAs or above, both on a sustained basis.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The Government Support Rating (GSR) of 'ns' (no support) reflects
its view that resolution legislation in Georgia, combined with a
constrained ability by authorities to provide support —
especially in foreign currencies — means that government support,
although possible, cannot be relied on.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Upside for the GSR is currently limited and would require a
substantial improvement of sovereign financial flexibility as well
as an extended record of timely and sufficient capital support
being provided to local banks.

VR ADJUSTMENTS

The asset quality score of 'b+' is below the implied score of 'bb'
due to the following adjustment reason: underwriting standards and
growth (negative).

The earnings and profitability score of 'b+' is below the implied
score of 'bb' due to the following adjustment reason: revenue
diversification (negative).

The capitalisation and leverage score of 'b+' is below the implied
score of 'bb' due to the following adjustment reason: risk profile
and business model (negative).

The funding and liquidity score of 'b+' is below the implied score
of 'bb' due to the following adjustment reason: deposit structure
(negative).

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit neutral or have only a minimal credit impact on the entity,
either due to their nature or 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 of the materiality
and relevance of ESG factors in the rating decision.

   Entity/Debt                     Rating          Prior
   -----------                     ------          -----
JSC Terabank     LT IDR             B+  Affirmed   B+
                 ST IDR             B   Affirmed   B
                 Viability          b+  Affirmed   b+
                 Government Support ns  Affirmed   ns



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

SC GERMANY 2024-1: DBRS Gives Prov. BB(high) Rating to Two Notes
-----------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the notes
(the Notes) to be issued by SC Germany S.A., acting on behalf and
for the account of its Compartment Consumer 2024-1 (the Issuer) as
follows:

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at BB (high) (sf)

The credit rating of the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the legal final maturity date. The credit ratings of the Class B
Notes, the Class C Notes, the Class D Notes, and the Class E Notes
address the ultimate payment of interest, the timely payment of
interest when most senior, and the ultimate repayment of principal
by the legal final maturity date. The credit rating of the Class F
Notes addresses the ultimate payment of interest and the ultimate
repayment of principal by the legal final maturity date.

The Notes are backed by a portfolio of fixed-rate unsecured
amortizing personal loans granted without a specific purpose to
private individuals domiciled in Germany and serviced by Santander
Consumer Bank AG (SCB).

CREDIT RATING RATIONALE

The credit ratings are based on the following analytical
considerations:

-- The transaction's structure, including form and sufficiency of
available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Notes are issued;

-- The credit quality of the collateral, historical and projected
performance of SCB's portfolio, and Morningstar DBRS' projected
performance under various stress scenarios;

-- An operational risk review of SCB's capabilities with regard to
its originations, underwriting, servicing, and financial strength;

-- The transaction parties' financial strength with regard to
their respective roles;

-- Morningstar DBRS' sovereign credit rating of the Federal
Republic of Germany, currently at AAA with a Stable trend; and

-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" and "Derivative Criteria for European Structured
Finance Transactions" methodologies.

TRANSACTION STRUCTURE

The transaction includes a seven-month scheduled revolving period,
during which the Issuer is able to purchase additional loan
receivables on each monthly payment date, as long as they satisfy
the eligibility criteria and the transaction concentration limits.

The transaction allocates payments according to separate interest
and principal priorities of payments and benefits from an
amortizing liquidity reserve equal to 1.5% of the outstanding Notes
balance, subject to a floor of 0.5% of the initial Notes amount.
The liquidity reserve is part of available interest funds to cover
shortfalls in senior expenses, senior swap payments, interest on
the Class A Notes, and if not deferred, interest on other classes
of the Notes. The liquidity reserve would be replenished in the
interest waterfalls.

The repayment of the Notes after the end of the revolving period
will be sequential until the Class A Notes credit enhancement
reaches 23% (a pro rata payment trigger event), followed by a pro
rata repayment between the Notes (excluding the Class F Notes)
until a sequential payment trigger is breached. Upon the occurrence
of a sequential payment trigger event, the repayment of the Notes
will switch to be non-reversible sequential. On the other hand, the
Class F Notes will begin amortizing immediately after the
transaction closing in the interest priority of payments in 24
equal instalments.

The Notes pay floating interest rates based on one-month Euribor,
whereas the portfolio comprises fixed-rate loans. The interest rate
mismatch risk between the Notes and the portfolio is hedged through
an interest rate swap agreement with an eligible counterparty.

At inception, the weighted-average portfolio yield is expected to
be at least 8.3%, which is one of the portfolio concentration
limits during the revolving period.

TRANSACTION COUNTERPARTIES

Citibank Europe plc (German Branch) is the account bank for the
transaction. Based on Morningstar DBRS' Long-Term Issuer Rating of
AA (low) on Citibank Europe plc, the downgrade provisions outlined
in the transaction documents, and other mitigating factors in the
transaction structure, Morningstar DBRS considers the risk arising
from the exposure to the account bank to be consistent with the
credit ratings assigned to the Notes.

DZ BANK AG Deutsche Zentral-Genossenschaftsbank (DZ Bank) is the
swap counterparty for the transaction. Morningstar DBRS has a
Long-Term Issuer Rating of AA (low) on DZ Bank, which meets
Morningstar DBRS' criteria with respect to its role. The
transaction also has downgrade provisions consistent with
Morningstar DBRS' criteria.

Notes: All figures are in euros unless otherwise noted.

SK NEPTUNE: Moody's Downgrades CFR & Senior Secured Term Loan to C
------------------------------------------------------------------
Moody's Ratings has downgraded the probability of default rating of
SK Neptune Husky Intermediate IV S.a r.l.'s (Heubach or the
company) to D-PD from Caa2-PD. This reflects the company's
announcement of its application for insolvency proceedings in
Braunschweig, Germany for the German subgroup of the Heubach Group.
Concurrently Moody's downgraded the corporate family rating to C
from Caa2, as well as the instrument ratings on the backed senior
secured CHF560 million dollar equivalent term loan B, and the $125
million backed senior secured revolving credit facility (RCF)
downgraded to C from Caa2, issued by SK Neptune Husky Finance S.a
r.l. The outlook on both entities remains negative. The rating
agency will withdraw the ratings after three business days.

The rating actions reflect the company's announcement on April 22,
2024 that it had applied the same day for the opening of regular
insolvency proceedings in Germany's Braunschweig insolvency court,
concerning the company's assets located in Germany.

The downgrade of the CFR to C from Caa2 reflects the company's
unsuccessful attempt to achieve a consensual out-of-court financial
restructuring with lenders. In the event of a liquidation, the
rating agency expects the family recovery rate to be less than
35%.

RATING RATIONALE

Heubach's operating performance suffered across 2023/2024 from
lower sales volumes in all market segments and across all regions.
Margins remain very weak as the company faced aggressive pricing in
a competitive low-demand market and low utilisation at its main
site in Hoechst. Heubach is very highly leveraged and interest
costs increased in 2023. The company was unable to meet its
interest payment due at the end of 2023. The company raised the
senior secured EUR70 million facility to meet urgent liquidity
needs and at the same time agreed with its lenders an extension in
the grace period for the company's year-end 2023 interest payment.
Both the EUR70 million facility and the grace period expired the
April 30, 2024.

STRUCTURAL CONSIDERATIONS

SK Neptune Husky Finance S.a r.l.'s backed senior secured CHF560
million dollar equivalent term loan, and the $125 million backed
senior secured RCF is rated C in line with Heubach's CFR. Certain
additional security was provided to the lenders who participated in
the EUR70 million secured senior loan but is not considered
sufficient by Moody's to differentiate the ratings of the various
debt classes.

GOVERNANCE CONSIDERATIONS

CIS-4 reflects the company's governance exposure with aggressive
financial policies and weak financial disclosure.

OUTLOOK

The negative outlook reflects Moody's Ratings expectation that the
recovery rates will deteriorate during the formal liquidation
process.  

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in October 2023.

COMPANY PROFILE

Heubach emerged from the combination of the German-based pigments
business company Heubach GmbH and the pigments business of Clariant
AG (Ba1 positive). The company is now owned 50.1% by the US private
equity sponsors SK Capital Partners, 29.9% owned by Heubach GmbH,
and 20% by Clariant AG. Heubach produces a variety of organic and
inorganic pigments and pigment preparations in 19 facilities across
Europe, the Americas, Asia, and Africa.



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

ARINI EUROPEAN II: S&P Assigns B- (sf) Rating to Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Arini European
CLO II DAC's class A, B, C, D, E, and F notes. At closing, the
issuer also issued unrated subordinated notes.

This is a European cash flow CLO transaction, securitizing a pool
of primarily syndicated senior secured loans or bonds. The
portfolio's reinvestment period will end approximately 4.46 years
after closing. Under the transaction documents, the rated notes pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will switch to semiannual payment.

S&P said, "We consider that the portfolio on the effective date
will be well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs."


Portfolio benchmarks
                                                         CURRENT

  S&P Global Ratings' weighted-average rating factor    2,750.15

  Default rate dispersion                                 586.60

  Weighted-average life (years)                             4.88

  Obligor diversity measure                               104.22

  Industry diversity measure                               23.81

  Regional diversity measure                                1.29


  Transaction key metrics
                                                         CURRENT

  Total par amount (mil. EUR)                                500

  Defaulted assets (mil. EUR)                                  0

  Number of performing obligors                              124

  Portfolio weighted-average rating  
  derived from S&P's CDO evaluator                             B

  'CCC' category rated assets (%)                           3.42

  Actual 'AAA' weighted-average recovery (%)               37.22

  Actual weighted-average spread net of floors (%)          4.18

  Actual weighted-average coupon (%)                        5.77


S&P said, "In our cash flow analysis, we modeled the EUR500 million
target par amount, the covenanted weighted-average spread of 3.90%,
the covenanted weighted-average coupon of 4.25%, and the actual
weighted-average recovery rates for all rated notes. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class A
to F notes.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to E notes is commensurate with
higher ratings than those we have assigned. However, as the CLO
will have a reinvestment period, during which the transaction's
credit risk profile could deteriorate, we have capped our ratings
on these notes.

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes based on four
hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the following:
controversial weapons; non-sustainable palm oil; coal, thermal coal
or oil sands; speculative commodities; tobacco; hazardous
chemicals; pornography or prostitution; civilian firearms; payday
lending; private prisons and illegal drugs or narcotics.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."

Arini European CLO II DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. Squarepoint Capital will act as collateral manager until
Arini Capital Management Ltd. receives the necessary regulatory
permissions, following which Arini will replace Squarepoint as
collateral manager.


  Ratings
                    AMOUNT
  CLASS   RATING* (MIL. EUR)   SUB(%)      INTEREST RATE§

  A       AAA (sf)   310.00    38.00    Three/six-month EURIBOR
                                        plus 1.55%

  B       AA (sf)     52.50    27.50    Three/six-month EURIBOR
                                        plus 2.25%

  C       A (sf)      30.00    21.50    Three/six-month EURIBOR
                                        plus 2.70%

  D       BBB- (sf)   35.00    14.50    Three/six-month EURIBOR
                                        plus 4.20%

  E       BB- (sf)    22.50    10.00    Three/six-month EURIBOR
                                        plus 7.09%

  F       B- (sf)     15.00     7.00    Three/six-month EURIBOR
                                        plus 8.23%

  Sub     NR          43.00      N/A    N/A

*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C to F notes address ultimate interest and principal
payments.

§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.


EURIBOR--Euro Interbank Offered Rate.

NR--Not rated.

N/A--Not applicable.


DILOSK RMBS 6: DBRS Confirms BB(high) Rating on Class E Notes
-------------------------------------------------------------
DBRS Ratings GmbH confirmed the following credit ratings on the
notes issued by Dilosk RMBS No. 6 (STS) DAC (the Issuer):

-- Class A notes at AAA (sf)
-- Class B notes at AA (sf)
-- Class C notes at A (sf)
-- Class D notes at BBB (low) (sf)
-- Class E notes at BB (high) (sf)

The credit rating on the Class A notes addresses the timely payment
of interest and ultimate payment of principal on or before the
legal final maturity date in July 2061. The credit rating on the
Class B notes addresses the ultimate payment of interest and
principal, and timely payment of interest while the senior-most
class outstanding. The credit ratings on the Class C, Class D, and
Class E notes address the ultimate payment of interest and
principal on or before the legal final maturity date.

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses.

-- Portfolio default rate (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables.

-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.

The transaction is a securitization of prime owner-occupied
mortgage loans secured over properties in the Republic of Ireland
and originated by Dilosk DAC as well as the Governor and Company of
the Bank of Ireland. The portfolio is serviced by Dilosk DAC, with
BCMGlobal ASI Limited acting as the delegated servicer.

PORTFOLIO PERFORMANCE

As of January 2024, loans one to two months in arrears represented
0.3% of the outstanding portfolio balance, and there were no loans
in later-stage arrears.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and updated its base-case PD and LGD
assumptions at the B (sf) credit rating level to 1.3% and 10.5%,
respectively.

CREDIT ENHANCEMENT

As of the January 2024 payment date, the credit enhancement
available to the Class A, Class B, Class C, Class D, and Class E
notes was 12.6%, 7.5%, 4.6%, 3.0%, and 2.5%, respectively, up from
11.8%, 7.0%, 4.3%, 2.8%, and 2.3%, respectively, at Morningstar
DBRS' initial credit rating. Credit enhancement to the notes is
provided by subordination of junior classes and the general reserve
fund.

The general reserve fund is currently at its target level of EUR
2.9 million, equal to 1.4% of the original principal balance of the
rated notes and Class Z1 notes, minus the liquidity reserve target
amount. The general reserve fund is available to cover senior fees,
interest, and principal (via the principal deficiency ledgers) on
the rated notes.

The liquidity reserve fund is currently at its target level of EUR
4.5 million, equal to 1.0% of the outstanding principal balance of
the Class A notes, and is available to cover senior fees and
interest on the Class A notes.

BNP Paribas, Dublin Branch (BNP Paribas Dublin) acts as the account
bank for the transaction. Based on Morningstar DBRS' private credit
rating on BNP Paribas Dublin, the downgrade provisions outlined in
the transaction documents, and other mitigating factors inherent in
the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit rating assigned to the Class A notes, as described in
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" methodology.

Notes: All figures are in euros unless otherwise noted.

SCULPTOR EUROPEAN XI: S&P Assigns B- (sf) Rating to Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Sculptor European CLO
XI DAC's class A, B-1, B-2, C, D, E, and F notes. The issuer also
has EUR28.40 million of unrated subordinated notes.

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

-- The reinvestment period will end in October 2028.

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P has conducted its credit and cash
flow analysis by applying its criteria for corporate cash flow
collateralized debt obligations.


  Portfolio benchmarks

  S&P Global Ratings weighted-average rating factor    2,698.75

  Default rate dispersion                                571.65

  Weighted-average life (years)                            4.75

  Obligor diversity measure                              105.50

  Industry diversity measure                              21.53

  Regional diversity measure                               1.22

  Weighted-average rating                                     B

  'CCC' category rated assets (%)                          0.00

  'AAA' weighted-average recovery rate (covenanted)       37.14

  Floating-rate assets (%)                                97.21

  Weighted-average spread (net of floors; %)               4.00


S&P said, "In our cash flow analysis, we modelled a par collateral
size of EUR350.00 million, a weighted-average spread covenant of
4.00%, the reference weighted-average coupon covenant of 3.90%, and
the minimum weighted-average recovery rates as indicated by the
collateral manager. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our assigned ratings are
commensurate with the available credit enhancement for the class A,
B-1, B-2, C, D, E, and F notes. Our credit and cash flow analysis
indicates that the available credit enhancement for the class B-1,
B-2, C, D, E, and F notes could withstand stresses commensurate
with the same or higher ratings than those we have assigned.
However, as the CLO will be in its reinvestment phase starting from
closing, during which the transaction's credit risk profile could
deteriorate, we have capped our ratings assigned to these notes.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for each class
of notes."


  Ratings
                     AMOUNT                          CREDIT
  CLASS    RATING   (MIL. EUR)   INTEREST RATE*    ENHANCEMENT (%)

  A        AAA (sf)    217.00   Three/six-month EURIBOR
                                plus 1.49%                 38.00

  B-1      AA (sf)      33.80   Three/six-month EURIBOR
                                plus 2.20%                 27.49

  B-2      AA (sf)       3.00   5.60%  27.49

  C        A (sf)       21.00   Three/six-month EURIBOR
                                plus 2.70%                 21.49

  D        BBB- (sf)    24.60   Three/six-month EURIBOR
                                plus 4.15%                 14.46

  E        BB- (sf)     14.80   Three/six-month EURIBOR
                                plus 7.09%                 10.23

  F        B- (sf)      11.40   Three/six-month EURIBOR
                                plus 8.47%                  6.97

  Subordinated  NR      28.40   N/A                          N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

EURIBOR--Euro Interbank Offered Rate.
N/A--Not applicable.
NR--Not rated.


WILLOW PARK CLO: Moody's Affirms B2 Rating on EUR13MM Cl. E Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Willow Park CLO Designated Activity Company:

EUR22,750,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on Jul 11, 2023
Upgraded to Aa3 (sf)

EUR21,250,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A2 (sf); previously on Jul 11, 2023
Upgraded to Baa1 (sf)

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

EUR239,000,000 (Current outstanding amount EUR103,322,630) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Jul 11, 2023 Affirmed Aaa (sf)

EUR40,750,000 Class A-2A Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Jul 11, 2023 Upgraded to Aaa
(sf)

EUR12,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2031,
Affirmed Aaa (sf); previously on Jul 11, 2023 Upgraded to Aaa (sf)

EUR25,250,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Jul 11, 2023
Affirmed Ba2 (sf)

EUR13,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Jul 11, 2023
Affirmed B2 (sf)

Willow Park CLO Designated Activity Company, issued in November
2017, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Blackstone Ireland Limited. The
transaction's reinvestment period ended in July 2022.

RATINGS RATIONALE

The rating upgrades on the Class B and 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 July 2023.

The affirmations on the ratings on the A-1, A-2A, A-2B, D and E
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-1 notes have paid down by approximately EUR105.4
million (44.1%) since the last rating action in July 2023 and
EUR135.7 million (56.8%) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased across the
capital structure. According to the trustee report dated April 2024
[1] the Class A, Class B, Class C and Class D OC ratios are
reported at 158.5%, 140.3%, 126.7% and 113.6% compared to June 2023
[2] levels of 139.9%, 128.7%, 119.7% and 110.6%, respectively.
Moody's notes that the April 2024 principal payments of EUR18.9
million are not reflected in the reported OC ratios.

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

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

Performing par and principal proceeds balance: EUR256.5 million

Defaulted Securities: EUR5.8 million

Diversity Score: 44

Weighted Average Rating Factor (WARF): 3064

Weighted Average Life (WAL): 3.24 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.39%

Weighted Average Coupon (WAC): 2.98%

Weighted Average Recovery Rate (WARR): 44.87%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and, 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.



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

LEVITICUS SPV: DBRS Cuts Class A Notes Rating to B, Trend Negative
------------------------------------------------------------------
DBRS Ratings GmbH downgraded its credit rating on the Class A notes
issued by Leviticus SPV S.r.l. (the Issuer) to B (sf) from BB (low)
(sf) and maintained the Negative trend on the credit rating.

The transaction represents the issuance of Class A, Class B, and
Class J notes (collectively, the notes). The credit rating on the
Class A notes addresses the timely payment of interest and the
ultimate repayment of principal. Morningstar DBRS does not rate the
Class B or Class J notes.

At issuance, the notes were backed by a EUR 7.4 billion by gross
book value portfolio, consisting of unsecured and secured Italian
nonperforming loans originated by Banco BPM SpA (the originator).

The receivables are serviced by Gardant Liberty Servicing S.p.A.
(Gardant or the servicer) while Zenith Service S.p.A. operates as
the backup servicer.

CREDIT RATING RATIONALE

The credit rating downgrade follows a review of the transaction and
is based on the following analytical considerations:

-- Transaction performance: An assessment of portfolio recoveries
as of December 2023, focusing on (1) a comparison between actual
collections and the servicer's initial business plan forecast, (2)
the collection performance observed over recent months, and (3) a
comparison between the current performance and Morningstar DBRS'
expectations.

-- Updated business plan: The servicer's updated business plan as
of December 2023, received in March 2024, and the comparison with
the initial collection expectations.

-- Portfolio characteristics: Loan pool composition as of December
2023 and the evolution of its core features since issuance.

-- Transaction liquidating structure: The order of priority
entails a fully sequential amortization of the notes (i.e., the
Class B notes will begin to amortize following the full repayment
of the Class A notes and the Class J notes will amortize following
the repayment of the Class B notes). Additionally, interest
payments on the Class B notes become subordinated to principal
payments on the Class A notes if the cumulative net collection
ratio or net present value cumulative profitability ratio is lower
than 70%. These triggers were not breached on the January 2024
interest payment date, with the actual figures at 70.3% and 92.4%,
respectively, according to the servicer.

-- Liquidity support: The transaction benefits from an amortizing
cash reserve providing liquidity to the structure covering
potential interest shortfall on the Class A notes and senior fees.
The cash reserve target amount is equal to 4% of the sum of the
Class A and Class B notes' principal outstanding balance and the
recovery expenses cash reserve target amounts to EUR 500,000, both
fully funded.

TRANSACTION AND PERFORMANCE

According to the latest investor report from January 2024, the
outstanding principal amounts of the Class A, Class B, and Class J
notes were EUR 465.1 million, EUR 221.5 million, and EUR 248.8
million, respectively. As of the January 2024 payment date, the
balance of the Class A notes had amortized by 67.7% since issuance
and the current aggregated transaction balance is EUR 935.5
million.

As of December 2023, the transaction was performing below the
servicer's business plan expectations. The actual cumulative gross
collections equalled EUR 1,347.9 million whereas the servicer's
initial business plan estimated cumulative gross collections of EUR
1,956.0 million for the same period. Therefore, as of December
2023, the transaction was underperforming by EUR 608.1 million
(31.1%) compared with the initial business plan expectations.

At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 1,210.9 million at the BBB
(sf) stressed scenario. Therefore, as of December 2023, the
transaction is performing above Morningstar DBRS' initial stressed
expectations.

Pursuant to the requirements set out in the receivable servicing
agreement, in March 2024, the servicer delivered an updated
portfolio business plan as of December 2023.

The updated portfolio business plan, combined with the actual
cumulative gross collections of EUR 1,347.9 million as of December
2023, results in a total of EUR 2,020.9 million, which is 17.4%
lower than the total gross disposition proceeds of EUR 2,446.4
million estimated in the initial business plan.

Excluding actual collections, the servicer's expected future
collections from January 2024 amount to EUR 674.7 million. The
updated Morningstar DBRS B (sf) credit rating stress assumes a
haircut of 8.1% to the servicer's updated business plan,
considering future expected collections.

The final maturity date of the transaction is July 31, 2040.

Notes: All figures are in euros unless otherwise noted.

MONTE DEI PASCHI: DBRS Hikes LongTerm Issuer Rating to BB(high)
---------------------------------------------------------------
DBRS Ratings GmbH upgraded Banca Monte dei Paschi di Siena SpA's
(BMPS or the Bank) Long-Term Issuer Rating to BB (high) from BB
(low). At the same time, Morningstar DBRS upgraded the Short-Term
Issuer Rating to R-3. Morningstar DBRS also upgraded the Long-Term
and Short-Term Critical Obligations Ratings (COR) to BBB/ R-2
(high). The Bank's Deposit ratings were upgraded to BBB (low), one
notch above the IA, reflecting the legal framework in place in
Italy which has full depositor preference in bank insolvency and
resolution proceedings. The Bank's subordinated notes were also
upgraded by three notches to BB (low) from B (low) to revert to our
standard notching for European subordinated debt. The trend on all
long-term credit ratings is Positive. The Intrinsic Assessment (IA)
is now BB (high), while the Support Assessment remains SA3.

KEY CREDIT RATING CONSIDERATIONS

The two-notch upgrade of the credit ratings considers the
significant improvements BMPS has carried out in the past 12 - 18
months. Morningstar DBRS notes that the Bank's high sensitivity to
interest rates, in line with the sector, has led to a substantial
increase in revenues on top of improvements related to the
evolution of the business mix. On top of this, the successful
execution of the voluntary exit scheme of 4,000 employees in
December 2022 has brought structural improvements in operating
efficiency, countering ongoing inflationary pressures. The upgrade
also incorporates the Bank's structurally lower cost of risk. The
Positive Trend reflects that Morningstar DBRS expects these
elements to continue to support profits in 2024.

The upgrade also reflects that whilst BMPS's reputation has
previously suffered from legacy conduct issues, a series of
positive judicial outcomes in late 2023 have led to a significant
reduction in outstanding legal risks. Finally, in upgrading the
credit ratings, Morningstar DBRS incorporates BMPS's strong capital
position which is now at the higher-end of its peer group and the
renewed distribution policy, two years ahead of the business plan
target.

Morningstar DBRS expects that BMPS´s asset quality could
deteriorate somewhat in coming quarters given the challenging
economic environment, characterized by tighter financial
conditions, still high inflation, and weaker economic dynamics.
Nevertheless, in upgrading the credit ratings, Morningstar DBRS
expects BMPS's improved starting point, tightened underwriting
standards, and improved earnings generation capacity will provide
the Bank with flexibility to weather the headwinds ahead.

The credit ratings continue to be underpinned by a stabilized
funding and liquidity profile and renewed issuances on the
wholesale markets in 2023 and early 2024. The credit ratings also
continue to take into account the Bank's franchise as one of the
largest Italian banks with a good domestic footprint.

CREDIT RATING DRIVERS

An upgrade of the credit ratings would require demonstration of a
sustained capacity to generate earnings, further improvement in
asset quality metrics and maintaining a sound capital position. An
upgrade would also require the Bank to access wholesale markets
more regularly and fully resolve outstanding extraordinary legal
issues.

A downgrade would occur in the case of a substantial deterioration
in asset quality or profitability. Failure to maintain adequate
liquidity buffers would also lead to a downgrade.

CREDIT RATING RATIONALE

Franchise Combined Building Block (BB) Assessment: Moderate
BMPS is Italy's fourth largest bank by total assets and has
significant market share in its home region of Tuscany. The Bank
was subject to a precautionary recapitalization by the Italian
State in 2017. Following this, BMPS underwent a restructuring plan
to improve efficiency with the closure of branches and headcount
reduction. In addition, the Bank substantially reduced NPEs which,
combined with organic reduction, resulted in a cleaner
balance-sheet. The Bank remains partly owned by the Italian
Ministry of Finance (MEF), which sold through two accelerated
procedures 37.5% of its 64% remaining participation in the Bank.
The Bank's franchise has suffered some reputational damage from
legacy conduct issues, in particular litigation risk linked to
prior capital increases. However, the recapitalization of EUR 2.5
billion restored capital levels in November 2022, and has provided
room to successfully executed some of the main targets of the
2022-2026 restructuring plan, including significant number of early
retirements, simplification of the Group's structure and further
balance sheet clean-up.

Earnings Combined Building Block (BB) Assessment: Moderate
After several years of weak profitability, BPMS has returned to
profitability and has demonstrated its capacity to generate
earnings. In 2023, the Group reported a net profit of EUR 2.1
billion compared to a EUR 178.4 million loss in 2022. Profits in
2023 were positively influenced by EUR 345 million tax impact and
EUR 471 million provision releases related to legal risks, whilst
2022 results were impacted by EUR 925 million restructuring costs
linked to the redundancy scheme in December 2022. Excluding these
effects, results were supported by higher revenues, boosted by
higher core revenues against a backdrop of higher interest rates as
well as lower operating expenses, which largely compensated for a
slight increase in loan loss provisions. Morningstar DBRS expects
revenues to remain resilient in 2024, as we consider NII has peaked
in Q3 2023 and interest rates should reach lower levels this year.
Morningstar DBRS also anticipates a moderate growth in operating
expenses as the positive impact of the Bank's previous cost savings
efforts should mitigate the negative effect of inflation on wages.
Morningstar DBRS views that this should provide room for the Bank
to absorb a potential deterioration in the cost of risk, which
could materialize in the current environment.

Risk Combined Building Block (BB) Assessment: Weak
In recent years, the Bank has made significant progress in reducing
its NPEs, following significant disposals but also organic workout.
This resulted in a much-reduced NPE stock of EUR 3.5 billion at
end-2023 compared to EUR 12 billion at end-2019. The gross NPE
ratio stood at 4.4% at end-2023, whilst the net NPE ratio was 2.3%,
levels Morningstar DBRS sees in line with the domestic average and
closer to the European average. Morningstar DBRS notes that BMPS
significantly reduced the total extraordinary litigations and
extrajudicial claims relating to civil and criminal litigations
concerning financial disclosures in the period 2008-2015 to EUR 1.3
billion at end-2023 (including the Alken case) from EUR 4.1 billion
at end-2022.

Funding and Liquidity Combined Building Block (BB) Assessment:
Moderate

BMPS's funding position has stabilized in recent years, and
Morningstar DBRS expects it to remain stable in the coming
quarters. The Bank is largely funded by deposits from retail and
corporate clients which totaled EUR 80.6 billion at end-2023, up
9.8% YOY. The Bank has retained a significant exposure to central
bank funding at around 11% of total funding much reduced from 16%
at end-2022, following TLTRO III exposure maturing. Morningstar
DBRS expects ECB funding to remain an important source of funding
for BMPS. In 2023, BMPS has resumed issuances on the wholesale
markets to meet future MREL requirements, with placements of senior
preferred notes for EUR 750 million in Q1 2023, EUR 500 million in
Q3 2023 and EUR 500 million in Q1 2024. At end-2023, the Bank
maintained a sound liquidity position with an unencumbered
counterbalancing capacity of around EUR 30 billion, corresponding
to circa 25% of the Bank's total assets. The LCR and NSFR were
reported at 163% and 130% respectively at end- 2023, much above
regulatory requirements and in line with the Bank's business plan
targets.

Capitalization Combined Building Block (BB) Assessment: Weak
BMPS's capitalization has strongly improved in 2023 from more
challenging levels during the period 2020-2022 when the Bank's
capitalization was impacted by the de-risking process, the transfer
of a large portfolio of NPEs to AMCO, the impact from COVID-19 and
provisions for litigation risks. The Bank restored its capital
levels in November 2022 following a EUR 2.5 billion capital
increase with the support of the Italian government, the Bank's
main shareholder with a 64% stake, as well as private investors. In
2023, Morningstar DBRS notes the strong improvement in
profitability and resulting improved capital generation has led
BMPS to report capital ratios at the higher end of the European
peer group. BMPS reported a fully loaded Common Equity Tier 1
(CET1) ratio of 18.1% at end-2023 (already taking into account the
dividend distribution) compared to 15.6% at end-2022 and a low
11.0% at end-2021. This provides a very large cushion of around 950
bps over the Overall Capital Requirement (OCR) for CET1 ratio of
8.56%. The fully loaded Total capital ratio stood at 21.6% at end-
2023, compared to a minimum OCR for total capital of 13.27%. BMPS
reported a fully loaded leverage ratio of 7.0% at end-2023, which
Morningstar DBRS views as strong when compared to international
peers.

Notes: All figures are in EUR unless otherwise noted.

PACHELBEL BIDCO: Moody's Assigns 'B2' CFR, Outlook Negative
-----------------------------------------------------------
Moody's Ratings has assigned a B2 long term corporate family rating
and a B2-PD probability of default rating to Pachelbel BidCo S.p.A.
("Pachelbel"), the acquisition vehicle of Multiversity S.p.A.
("Multiversity" or "the group"), a leading private higher education
online provider in Italy. Moody's has also assigned a B2 rating to
the proposed EUR550 million senior secured floating rate notes and
the EUR550 million senior secured fixed rate notes, both due in
2031 and issued by Pachelbel. Concurrently, Moody's has withdrawn
the B2 CFR and B2-PD PDR at Multiversity S.p.A. Moody's has
affirmed the B2 rating on the EUR765 million floating rate senior
secured notes due 2028 issued by Multiversity. The outlook on
Multiversity changed to negative from positive and the outlook on
Pachelbel is negative.

On April 16, 2024, CVC Capital Partners LTD ("CVC") announced [1]
its intention to extend its investment horizon in Multiversity
through the transfer of Multiversity into a CVC controlled
single-asset continuation fund. Multiversity will be transferred to
CVC's continuation fund from CVC fund VII for a funded Enterprise
Value of approximately of EUR4.0 billion, or 13x 2023 annualised
run-rate company adjusted EBITDA, with a combination of new and
rolled equity contributions from Multiversity's management, CVC
fund VIII, new secondary investors, rolling LPs from CVC fund VII
and new debt.

The proposed transaction is expected to be funded with EUR2.2
billion of equity, EUR765 million of existing debt that will be
rolled over and EUR1,100 million of incremental debt. The
transaction reflects the higher leverage tolerance relative to the
previous ownership, as Moody's expects the company's leverage to
increase to around 7.0x by year-end 2024 from 3.3x in 2023. The
increased tolerance for leverage is captured under Moody's
assessment of Multiversity's Financial strategy and risk
management, a governance consideration under Moody's General
Principles for Assessing Environmental, Social and Governance Risks
methodology.

"Multiversity's B2 rating reflects its leading position in the
online higher education segment in Italy, its good operational and
financial track record, the supportive industry dynamics from
increasing demand for online education, very high profitability
margins as well as its strong free cash flow generation, which is
driven by an asset-light business model with low capital spending
requirements and a very lean cost structure," says Víctor García
Capdevila, a Moody's Vice President-Senior Analyst and lead analyst
for Multiversity.

"The rating also reflects Multiversity's very high Moody's-adjusted
gross leverage levels at transaction closing, its still relatively
small scale of operations, the earnings concentration in the niche
education online segment in Italy, and its exposure to regulatory
risks," adds Mr. García.

RATINGS RATIONALE

Multiversity is developing a solid track record of rapid and
profitable growth. In 2023, its revenue and Moody's-adjusted EBITDA
reached EUR420 million and EUR241 million, up by 65% and 66%,
respectively, compared with levels reported in 2021. This growth
was underpinned by a combination of factors, including strong
growth in student enrolments, price increases, the acquisition of
Universita Telematica San Raffaele and the addition of
complementary non-university education assets Sole24Ore Formazione,
Aulab and Certipass.

The group is effectively modifying its operational framework to
comply with the stipulations of Ministerial Decree 1154/2021, which
mandates an increased teacher-to-student ratio. Under Moody's base
case scenario, it is projected that full adherence to Decree 1154
will lead to a reduction in Moody's-adjusted EBITDA margin by
approximately 600bps, falling to around 52% in 2024 from around 58%
in 2023. Over time, profitability margins are likely to improve
slightly although they will remain below the levels seen before the
implementation of Decree 1154. Nevertheless, Moody's expects
Multiversity to maintain best-in-class profitability margins within
the global rated education sector,  supported by a very lean and
flexible cost structure.

The proposed transaction will substantially weaken the company's
key credit metrics. Moody's-adjusted gross leverage will increase
to 7.0x by year-end 2024, from 3.3x in 2023. Similarly, interest
coverage, calculated as Moody's-adjusted EBITA/interest expense,
will decline to 2.0x by year-end 2024, compared to  3.5x in 2023.
This decline is primarily attributable to a substantial rise in
interest expenses, which will reach approximately EUR130 million
post-transaction, up from around EUR64 million pre-transaction.

While the increase in leverage is material, the company is
effectively using the financial flexibility that it had generated
in prior years, and as a result of which, Multiversity's outlook
has been positive since October 2022. The releveraging associated
with this transaction is making use of this financial flexibility
within the B2 rating, and the company is now more weakly positioned
in the category with limited headroom for deviation relative to
Moody's expectations.

Moody's base case scenario assumes a rapid deleveraging to 5.6x in
2025, mainly on the back of strong EBITDA growth. Moody's base case
scenario assumes revenue growth of 25% over the next two years, to
EUR518 million in 2024 and EUR648 million in 2025. These
projections are based on the assumptions of a strong annual
enrolment growth of about 20% and annual price increases of around
8%.

Moody's base case scenario assumes a stable and largely unchanged
regulatory environment in Italy over the next 24 months. This
scenario does not foresee the issuance of new licenses to potential
new online university operators.

LIQUIDITY

Multiversity's liquidity is good, supported by its solid free cash
flow generation, high cash balance of EUR170 million by year-end
2023 and full availability under the new EUR195 million to EUR200
million revolving credit facility (RCF) due in 2030 and which is
not subject to financial maintenance covenants.

Similar to other online universities, Multiversity operates with an
asset-light business model. Its capital expenditure requirements
are minimal, approximately 3% of total sales (as adjusted by
Moody's), primarily allocated towards the enhancement of its IT
platform and the strengthening of cyber security. This enables a
robust free cash flow generation (FCF), projected to be around
EUR37 million in 2024 and EUR129 million in 2025. This equates to a
FCF-to-debt ratio of approximately 2.0% and 6.8%, respectively.
However, post-transaction, FCF will decrease significantly because
of a substantial increase in debt service costs derived from the
company's new capital structure.

STRUCTURAL CONSIDERATIONS

Pachelbel is the issuer of the EUR550 million senior secured
floating rate notes and the EUR550 million senior secured fixed
rate notes and it is the borrower under the company's EUR195
million to EUR200 million RCF.

Multiversity is the reporting entity for the consolidated group.
Pachelbel and Multiversity will merge post transaction. Following
the merger, Multiversity will assume the rights and obligations of
Pachelbel with the former being the top entity of the restricted
group.

Pachelbel's probability of default rating is B2-PD based on an
expected family recovery rate of 50%.

The security and guarantee package of the existing and the new
notes is considered to be weak, with no upstream guarantees from
operating subsidiaries and the security package comprising only
share pledges. As a result, the existing and new notes rank behind
the trade payables, other operating company obligations and the
super senior RCF, which ranks ahead in an enforcement scenario.
Given the relatively small size of the RCF and the operating
company obligations, the notes are rated B2, at the same level as
the CFR.

RATING OUTLOOK

The negative outlook reflects the high leverage resulting from the
transaction, with limited headroom for deviation relative to
Moody's expectations. Moody's could stabilize the outlook if
Multiversity continues to grow strongly and to generate a robust
free cash flow, with Moody's-adjusted gross leverage reducing to
below 5.5x by 2025.

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

Upward pressure on the ratings could arise if the company continues
to build up on its rapid and profitable growth trajectory and the
company commits to a financial policy commensurate with a B1
rating, equivalent to a sustainable Moody's-adjusted gross leverage
below 4.0x while solid free cash flow generation and good liquidity
are maintained.

Downward pressure on the ratings could arise if the company's
operating performance weakens or it engages in debt financed
acquisitions such that Multiversity's gross adjusted leverage does
not reduce below 5.5x over the next 12-18 months. The ratings could
also be downgraded if liquidity deteriorates significantly; or
changes in the accreditation and/or regulatory landscape materially
weaken the company's business prospects.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Multiversity is the leading private higher education online
provider in Italy with more than 151,000 undergraduate students.
The group owns Universita Telematica Pegaso, Università Telematica
San Raffaele Roma and is the majority shareholder (67%) of
Universitas Mercatorum. These universities are among the 11 online
universities recognized by the Italian Ministry of Education with
their degrees having the same legal value as traditional ones. The
group reported EUR420 million revenues and Moody's-adjusted EBITDA
of EUR241 million in 2023.



===========
L A T V I A
===========

AIR BALTIC: Fitch Publishes 'B-' IDR, Outlook Stable
----------------------------------------------------
Fitch Ratings has published Air Baltic Corporation AS's (airBaltic)
'B-' Issuer Default Rating (IDR) with Stable Outlook. Fitch has
also assigned airBaltic's planned senior secured EUR300 million
(equivalent) bonds an expected long-term rating of 'B(EXP)' with a
Recovery Rating of 'RR3'. The new senior secured bonds will
refinance airBaltic's EUR200 million bonds due in July 2024.

The ratings will be converted to final ratings on placement of the
bonds, assuming documentation is consistent with the draft
reviewed.

The IDR reflects airBaltic's weak financial profile, due to high
lease debt driven by fleet growth, and limited financial
flexibility. Rating strengths are its market position as the
leading network carrier in the Baltic region, new-generation and
fuel-efficient fleet and business diversification through wet
leasing under-utilised aircraft. The Stable Outlook assumes
successful bond refinancing, business growth in line with the fleet
growth plan and broadly stable profitability leading to EBITDAR
gross leverage falling to within its current negative rating
sensitivities by 2025.

The IDR does not incorporate any uplift for airBaltic's linkage
with its key shareholder, the government of Latvia (A-/Positive)
due to moderate links. The potential for equity type support is
limited by EU state aid regulation.

KEY RATING DRIVERS

Planned Refinancing of Bonds: airBaltic's liquidity profile is
reliant on successful refinancing of its EUR200 million bond
maturing in July 2024. Unsuccessful refinancing and a lack of
reliable market funding back-up options would lead to a downgrade
of the IDR. The IDR does not assume potential liquidity support
from the Latvian government, which, if resorted to, would indicate
lower financial flexibility and will be reflected in the rating.

Improvement in Profitability: In 2023 airBaltic improved its
EBITDAR to EUR171 million (about 60% increase YoY), which led to a
decrease in EBITDAR leverage to 6.7x (from 9.9x in 2022). Better
profitability is driven by underlying operating performance. Load
factor grew to 76.7% (2022: 71.2%), while ASKs (available seat
kilometres) increased 27% YoY. Fitch expects steady growth in
revenues on the back of planned fleet growth, and stable EBITDAR
margins.

Strong Market Position in Baltic: airBaltic is the market leader in
the Baltic states, particularly in Latvia, covering more than half
the market out of Riga. It provides essential connectivity to and
from Latvia through its hub-and-spoke model, which is supported by
airBaltic's strong airline partnerships through 23 code share and
40 inter-line agreements with European and global network
carriers.

Streamlined and Efficient Fleet Structure: airBaltic has
transformed its fleet structure through its order book of A220-300
aircraft, of which 46 were received at end-2023 and with new
orders, its fleet is planned to grow to 100 aircraft by 2029. Fitch
views the planned fleet size and structure as more than sufficient
for its needs in the medium-to-long term, based on demand from its
home markets. A220-300 is a new generation, highly fuel-efficient
aircraft with 130-150 seats, which makes it ideal for airBaltic.

Wet Leasing Improves Business Profile: The new aircraft also make
airBaltic a solid operator in wet leasing (aircraft, crew,
maintenance, insurance - (ACMI)) operations. It has around 30% of
its fleet under ACMI operations with contracts with larger European
network carriers. These operations provide airBaltic with
diversification, revenue visibility, higher profitability as well
as flexibility to increase its own network based on demand. The
ACMI market has emerged stronger post-pandemic and Fitch expects
airBaltic to continue to deploy any under-utilised aircraft for
ACMI.

IPO to Fund Growth: airBaltic plans to launch an IPO before 2026,
both to strengthen its financial structure and to justify to the EU
the economic rationale of the support provided during the pandemic.
The IPO would be key in allowing fleet expansion while maintaining
a sustainable financial structure. Fitch assumes a cash-in of
EUR250 million from the IPO in 2025 and annual capex to average
about EUR130 million from 2025. With fleet-driven growth in
revenues, Fitch forecasts EBITDAR leverage to decrease to about
5.7x in 2025. In the absence of an IPO, Fitch expects airBaltic to
materially reduce uncommitted growth capex to preserve cash.

Operational Risks from PW Engine: airBaltic's A-220 aircraft are
exposed to Pratt and Whitney's (PW) GTF engine issue that had
resulted in about nine aircraft being grounded in the past year. It
has received commercial support from PW. However, the recently
announced continuation of engine issues on some of its A220-300
aircraft has led us to expect airBaltic to broadly maintain its
capacity by wet-leasing aircraft to make up for the
aircraft-on-ground as a result of the engine issues. Further
grounding raises operational risk for airBaltic and could also lead
to adverse financial impact in case of disagreement on commercial
support from PW.

Higher Fuel Prices Risk: airBaltic is also exposed to oil prices,
as it currently has limited fuel price hedges in place (13.1% of
fuel consumption hedged for 2024). It has a policy of hedging up to
50% of its fuel requirement, which is also a less conservative than
rated European airlines'. Fitch has included higher fuel prices in
its forecasts compared with Fitch's oil price forecasts as usual
for airlines, while also taking into account EU emissions trading
system costs.

Moderate State Linkages: Fitch views support from the Latvian
government, which owns 98% of the airline, as 'Strong' for both the
responsibility-to-support factors, but 'Not Strong Enough' under
both the incentive-to-support factors. While the government
continues to see airBaltic as a strategic asset primarily due to
the connectivity it provides to its population, the planned IPO
will reduce the government's ownership, and along with EU state aid
rules will make it difficult to provide equity-like support to the
company, in its view. Fitch also does not expect contagion risk for
Latvia from an airBaltic default.

DERIVATION SUMMARY

airBaltic's business profile is that of a smaller network carrier,
which would place it in the 'b' category. Comparable rated peers
include Hawaiian Airlines, Inc. (B-/Rating Watch Positive) while
rated European network airlines are generally larger. airBaltic's
IDR of 'B-' is driven by its financial profile, which Fitch
forecasts to be in the 'b' category following recovery in its
operations over the medium term and is comparable with that of
Hawaiian Airlines, Inc. and WestJet Airlines Ltd. (B/Stable).

KEY ASSUMPTIONS

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

- Fleet growth and capex in line with management's plan for
2024-2027

- Slower recovery in capacity deployed with load factors remaining
lower than large legacy carriers' and significantly below that of
low-cost carriers

- ACMI revenues in line with management plan due to contracts in
place and firm industry-wide demand

- Broadly stable yields to 2027

- Jet fuel price, after including EU ETS costs, remaining above
USD1,000/mt during 2024-2027

- No dividends for 2023-2027

- No further equity support from government

- Bond issue of EUR300 million in 2024 and EUR250 million IPO
proceeds in 2025

RECOVERY ANALYSIS

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that airBaltic would be reorganised
as a going concern (GC) in bankruptcy rather than liquidated.

airBaltic's GC EBITDA assumption of EUR57 million is based on
sustainable steady growth. An enterprise value (EV) multiple of
4.5x EBITDA is applied to the GC EBITDA to calculate a
post-reorganisation EV. This is the standard multiple used for EMEA
airlines.

After deducting 10% for administrative claims, its waterfall
analysis generated a ranked recovery in the 'RR3' band, indicating
a 'B(EXP)' instrument rating for the upcoming senior secured bond.
The waterfall analysis based on current metrics and assumptions
yields recoveries of around 65%.

RATING SENSITIVITIES

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

- Improvement in EBITDAR leverage to below 5.0x and EBITDAR fixed
charge coverage above 1.5x, both on a sustained basis

- Successful implementation of its strategy including profitable
own network operations as well as ACMI operations resulting in an
EBITDA margin of 8%-10%

- Positive free cash flow (FCF) generation in the absence of fleet
expansion capex

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

- EBITDAR leverage sustained above 6.0x and EBITDAR fixed charge
coverage below 1x, both on a sustained basis

- Liquidity shortfall, especially due to unsuccessful bond
refinancing

- Ambitious growth capex not backed by equity increase

- Increased competition or deterioration in underlying business
characteristics

LIQUIDITY AND DEBT STRUCTURE

Weak Liquidity, Refinancing Fundamental: Fitch views airBaltic's
liquidity as weak, reflecting current FCF burn, the absence of
credit facilities and reliance on external funding. At end-2023
readily available cash stood at EUR13 million, excluding restricted
cash and the next debt maturity is in July 2024 for the EUR200
million Eurobond.

The planned EUR300 million bond should support liquidity till
end-2025. Fitch expects FCF to remain negative in the medium term
with a cumulative outflow of EUR207 million during 2024-2027 after
including higher interest costs for the planned EUR300 million
bond.

ISSUER PROFILE

airBaltic, founded in 1995, is the airline operating in Baltic
region, with hubs in Riga, Tallinn and Vilnius and market shares of
51%, 22% and 11%, respectively.

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
   -----------            ------                  --------   -----
Air Baltic
Corporation AS      LT IDR B-     New Rating                 WD

   senior secured   LT     B(EXP) Expected Rating   RR3



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

KETER GROUP: S&P Ups ICR to 'B' on Implemented Debt Restructuring
-----------------------------------------------------------------
S&P Global Ratings raised the ratings on Keter Group B.V. to 'B'
from 'SD' and assigned the new EUR728 million term loan B a 'B+'
issue rating, with a recovery rating of '2', indicating substantial
recovery prospects of 70%-90% (rounded estimate: 75%).

The stable outlook reflects S&P's view that Keter will maintain
adjusted leverage including PIK notes of 6.0x-6.5x (3.5x-4.0x
excluding PIK notes) and FFO cash interest coverage of 3.0x-4.0x
post transaction, while generating stable profitability and
positive FOCF, alongside sufficient liquidity to support operations
for at least the next 12 months.

Keter Group implemented its distressed debt exchange transaction on
April 29, 2024. The new capital structure reduces the amount of
senior secured debt and cash interest burden, and improves the debt
maturity profile. The new capital structure, including capitalized
transaction fees, comprises a EUR728 million term loan B, due 2029,
and EUR698 million payment-in-kind (PIK) notes sitting outside of
the restricted group, due 2029, that S&P views as debt under its
criteria. Keter also has a EUR50 million super senior facility
maturing in 2026.

Keter's debt restructuring, implemented on April 29, 2024, reduces
the group's amount of senior secured debt, extends its debt
maturity profile, and eases the cash interest burden over the next
few years. Keter has reinstated EUR725 million of the previous
EUR1.4 billion first-lien debt into a new term loan B due in
December 2029 and converted the remaining EUR652 million into new
holdco PIK notes that sit outside the restricted group, also due in
December 2029, that S&P considers as debt under its criteria.
Including capitalized transaction fees, the term loan B amounts to
EUR728 million and the PIK notes to EUR698 million. Keter also
holds a EUR50 million super senior revolving facility due in 2026.
Since the group reduced its cash interest bearing debt amount, S&P
sees a reduced cash interest burden over the next years.

The 'B' rating is supported by Keter's ability to boost operations
and improve credit metrics as it focuses on earnings growth and
cash flow generation. S&P said, "We forecast 2%-3% sales growth in
2024-2025 and expect volumes will rebound despite a negative effect
from price mix. We expect input costs, including resin and sea
freight, and transformation costs to be lower, while salaries,
advertising and promotional spend, and marketing expenses will
increase. We forecast S&P Global Ratings-adjusted EBITDA margin
improvement of about 25 basis points (bps) to 50 bps annually, with
EBITDA rising to about EUR235 million in 2024 and EUR245 million in
2025." The group's cost-efficiency measures are also behind the
margin improvements. Keter's exposure to the Israeli market and the
related geopolitical risks is somewhat limited since less than 3%
of overall sales stem from Israel; North America and Europe account
for 95% of the group's sales. Furthermore, Keter prepared various
contingency plans for the manufacturing facilities it owns in
Israel. These include building safety stock and, in case of a
prolonged shutdown of factories, moving production and available
molds to other facilities overseas.

S&P said, "In our base case for Keter, we expect S&P Global
Ratings-adjusted leverage of 6.0x-6.5x including PIK notes
(3.5x-4.0x excluding PIK notes). Although outside of the restricted
group and without upstream guarantees from, or recourse to, the
operating company, we include the holdco's PIK debt as part our
leverage calculation, in line with our criteria. We expect the
interest on the holdco's PIK notes to be capitalized quarterly,
thus not causing additional cash flow leakage at the operating
group. The structural and contractual subordination of these PIK
notes ensure operating group lenders and creditors are shielded
from risks of default, cross-acceleration, and enforcement at the
holdco PIK level. Redemption is expected to occur most probably
upon an exit event--rather than through repayment--via raising debt
at operating level.

"We anticipate positive FOCF in 2024-2025 thanks to the new capital
structure's lower cash interest payments. That said, FOCF
generation is somewhat offset by working capital requirements and,
in 2024, costs associated with the amend and extend (A&E)
transaction and the debt restructuring transaction. We expect the
funds-from-operations-(FFO) cash-interest-coverage ratio will
significantly improve to approximately 3x in 2024 and to strengthen
to around 4x in 2025 driven by lower cash interest payments.

"We assess liquidity as adequate with no near-term debt maturities.
Keter has good cash on balance sheet of about EUR131 million as of
Feb. 29, 2024, and access to credit lines with no significant
maturities until December 2029. Moreover, the group has moderate
working capital requirements and capital expenditure needs. The
group is required to maintain minimum monthly liquidity of EUR20
million under its debt covenant.

"The stable outlook reflects our view that Keter will maintain
adjusted leverage including the PIK loan of 6.0x-6.5x (3.5x-4.0x
excluding PIK notes) and FFO cash interest of 3x-4x over 2024-2025,
while generating stable profitability and positive FOCF.
Additionally, we think the group will sustain sufficient liquidity
to support operations for at least the next 12 months.

"We could lower the rating if Keter's debt leverage including PIK
notes deteriorates materially beyond our base-case projection such
that it surpasses 7x on a sustained basis or if the group is unable
to maintain positive FOCF. This could happen if volumes do not rise
because of further decline in consumer demand or an increase in
operating costs that the group cannot offset with pricing actions.
This scenario would likely include a prolonged deterioration in the
group's FFO cash interest coverage ratio to about 2x.

"We could raise our rating if Keter's revenue and EBITDA markedly
exceed our base-case projections, with adjusted leverage including
the PIK notes falling, and staying, below 5.0x, combined with
substantial annual FOCF."


TITAN HOLDINGS: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.
----------------------------------------------------------------
Moody's Ratings affirmed the corporate family rating of Titan
Holdings II B.V. (Eviosys) at B3 and probability of default rating
at B3-PD, as well as the B2 ratings of senior secured term loan B
due 2028 and the senior secured Revolving Credit Facility (RCF) due
2028 issued by KOUTI B.V.  Moody's also affirmed the Caa2 rating of
backed senior subordinate notes due 2029 issued by Titan Holdings
II B.V.  The rating outlook was changed to positive from stable.

RATING RATIONALE

The rating action reflects Eviosys' consistently strong performance
in varied market conditions, the growth of its EBITDA margin
towards mid-to-high teens, and a track record of deleveraging since
the rating was assigned in 2021 with debt/EBITDA at 6.4x in 2023,
slightly below the upgrade guidance of 6.5x, despite having taken
out dividends in 2023 and 2022.  Moody's currently expects the
company to continue on the deleveraging trajectory with no
dividends in the next 12 months.

Counterbalancing these strengths, Eviosys' free cash flow (FCF) was
negative in 2023 owing to the dividend payment in excess of EUR350
million; absent the dividend, FCF/Debt would have been 4.5%,
approaching the 5% upgrade guidance.

Eviosys has demonstrated consistent EBITDA growth (excluding the
inventory repricing in 2022) owing to the market structure allowing
it to pass through raw material costs, as well as restructuring and
efficiency measures undertaken by majority owner KPS since the
acquisition of the business.  The company achieved this growth
despite challenging market conditions, such as destocking and
reduced demand leading to volume contraction in 2023.  Eviosys
expects improved volume momentum in 2024 as destocking comes to an
end and volume growth resumes.

Eviosys' B3 corporate family rating continues to reflect (i) its
leading market position in a stable European market and consistent
performance with some dependence on harvest levels; (ii) its good
diversification across geographies, customers and end markets;
(iii) its flexible cost base and pass-through contract structure;
(iv) adequate liquidity; and (v) experienced management team.

The rating also takes into account (i) meaningful Moody's-adjusted
gross leverage of 6.4x as of December 2023 and some potential for
future debt-funded dividends beyond 2024; (ii) negative free cash
flow in 2023 due to dividend payout; (iii) working capital
seasonality driven by exposure to fruit and vegetable harvests, as
well as the fishing season.

LIQUIDITY

Eviosys' liquidity is supported by EUR342 million of cash at
year-end 2023 and EUR266 million available on its EUR275 mm
revolving credit facility (RCF) due February 2028.  The RCF is the
nearest maturity for Eviosys with term loans due in August 2028 and
senior notes due in July 2029.

STRUCTURAL CONSIDERATIONS

Eviosys' senior secured facilities, including the revolving credit
facility and the term loans, are rated B2 or one notch above the
CFR, reflecting their relative ranking in the capital structure and
the cushion provided by backed senior subordinated notes issued by
Eviosys. The senior subordinated notes are rated Caa2, two notches
below the CFR due to their lower rank in the capital structure in
line with Moody's loss-given-default model.

RATING OUTLOOK

The positive rating outlook reflects Eviosys' consistently strong
performance since the rating was assigned in 2021 as measured by
EBITDA growth (excluding inventory repricing) and resulting in
leverage reduction.  The positive outlook also incorporates Moody's
expectations that Eviosys will not be making further dividend
distributions in the next 12 months and will be pursuing a
financial policy that allows it to at least maintain current
leverage levels.

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

Positive rating pressure could occur if Eviosys successfully
improves and maintains its profitability as evidenced by EBITDA
margin towards high-teens, as well as deleverages to below 6.5x
debt/EBITDA along with FCF/debt of over 5%, all on a sustained
basis.  Continued good liquidity and no dividend distributions
would also be important for positive rating movement.

Negative rating pressure could occur from failure to improve its
margins relative to historical levels, increase in leverage towards
8.0x debt/EBITDA or reduction in coverage measured as
EBITDA/interest expense to below 2.5x or sustained negative free
cash flow (after capex and dividends). Any liquidity challenges
would also be viewed negatively, as would any shareholder
distributions.

COMPANY PROFILE

Eviosys is a top two metal can manufacturer in Europe, with 44
manufacturing facilities across 17 countries. It is majority owned
by KPS Capital Partners with Crown Holdings, Inc. (Ba1 stable), the
prior owner of the business, retaining an approximately 20% passive
interest.  In 2023, Eviosys reported EUR2.4 billion of revenue and
an adjusted EBITDA of EUR406 million.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.



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

OHI GROUP: Moody's Assigns First Time 'B2' Corporate Family Rating
------------------------------------------------------------------
Moody's Ratings has assigned a first-time B2 Corporate Family
Rating to OHI Group S.A. and a B2 rating to the proposed $400
million Senior Secured Notes due 2029. The outlook is stable.

The rating of the proposed notes assumes that the final transaction
documents will not be materially different from draft legal
documentation reviewed by Moody's to date and assume that these
agreements are legally valid, binding and enforceable.

RATINGS RATIONALE

OHI's B2 rating is supported by its leading market position (51%
market share) in the Brazilian and Guyana (100% market share)
offshore helicopter services industry, long-term relationship with
customers, and firm backlog of contracts that provides cash flow
visibility through 2029. The company offers crew change, cargo
transportation, emergency medical rescue services ("EMS"),
firefighting, patrol and surveillance, power & utility logistics,
and search & rescue ("SAR"). The company had a fleet of 92 medium
aircraft equivalent ("MACE") at the end of 2023 and a firm
contracted backlog of EUR1.7 billion, and benefits from contractual
protections against the risk of early termination by customers and
providing the company with a track record of operating profitably
through commodity price cycles. The contracts are
inflation-protected and/or pegged to the US dollar, which ensures
predictability of duration and profitability. The company is
benefitting from increasing demand in the offshore energy business
in Brazil, Guyana, Suriname and Mozambique while pursuing growth in
other synergistic business segments in the onshore, unmanned aerial
vehicles ("UAV") and advanced air mobility solutions, and its key
customers include international and national oil companies. The
rating is also supported by the company's improving credit metrics
and liquidity after the proposed issuance.

The rating is constrained by OHI's small size and relatively
concentrated operations compared to those of its peers, its
exposure to the volatility of the oil and gas industry, its growth
strategy and the capital intensity of its business. The company's
evolving corporate governance standards, largely encumbered asset
base and high funding cost also limits the rating.

OHI's Moody's-adjusted leverage has remained above 5x over the last
3 years, but Moody's expects the ratio to decline to 3x-4x from
2024 onwards due to the ramp-up of the existing service contracts.
The company's proposed issuance of $400 million in senior secured
notes will increase its total gross debt to EUR612million, but will
also improve the company's cash position, lower its cost of debt
and lengthen its debt amortization schedule. OHI's investments and
debt requirements mainly relate to fleet financing, which is based
on the expected returns of its contracts. The company's total debt
of EUR474 million at the end of 2023 is comprised of EUR250 million
in leases with and without purchase options, EUR216 million in
senior secured debt and EUR8.7 million in local facilities.

OHI's total debt will continue to increase as the company pursues
its growth strategy on the Brazilian onshore and offshore market,
and the Guyana, Suriname and Mozambique offshore markets. The
company intends to continue growing its fleet, from current 92 MACE
to 127 MACE at the end of 2026, although any fleet expansion would
be tied to the signing of new contracts. OHI leases the majority of
its fleet (about 72%) which provides an asset-light feature that
increases returns over invested capital, but the company has annual
outflows of about EUR60 million related to lease payments. OHI
generates annual cash flow from operations of EUR80 million, which
is sufficient to cover CAPEX requirements in a similar amount,
including lease payments (without considering expansion CAPEX).

LIQUIDITY

OHI will have an adequate liquidity after the proposed issuance,
with EUR124 million in cash and EUR154 million in debt
amortizations until 2027. The proposed issuance will increase OHI's
cash position, lengthen the company's debt tenor and reduce debt
costs. Moody's expects the company's cash flow from operations to
amount to around $100-200 million per year from 2024 onwards, which
is sufficient to cover maintenance investment requirements in its
fleet, however the company will continue to rely on external
funding to fund fleet growth. The proposed notes will have
incurrence covenants setting a maximum net leverage of 3.5x and
will limit dividend payments to $40 million. Moody's expects the
company to maintain a disciplined approach to capital allocation,
including dividend distributions, as it starts to increase its cash
from operations.

STRUCTURAL CONSIDERATIONS

OHI's proposed $400 million secured notes are rated B2, at the same
level as the company's B2 CFR, reflecting the instrument's
collateral package, which includes (i) pledge of shares (including
49% stake owned by Omni Helicopters International SA into Omni
Helicopters Guyana Inc) and intercompany receivables of each of the
issuer and guarantors; (ii) pledge over material bank accounts;
(iii) mortgages over existing unencumbered aircraft of Omni
Helicopters International S.A. and Omni Taxi Aéreo S.A.; (iv)
mortgages over leased aircraft which OHI will be buying back from
the proceeds of the bond issuance; and (v) pledge over the Omni
Taxi Aéreo S.A. trademark. The senior notes rank pari passu with
OHI's existing and future secured claims, which will account for
all of the company's debt.

ESG CONSIDERATIONS

OHI's CIS-4 indicates the rating is lower than it would have been
if ESG risk exposures did not exist. Environmental risks (E-3) are
mainly related to exposure to carbon transition risk as the
company's earnings are mostly focused on oil & gas customers.
Physical risks for most of the oilfield services companies are
moderate as the OFS assets are movable. Other environmental risks
are moderate for OFS companies as they are largely indemnified by
their producer customers. Social risks (S-3) include demographic &
societal trend risk as OHI's contracts and earnings are dependent
on oil and gas producers who face a high risk from societal trends.
The company faces health & safety risk due to the nature of the
work involved in OFS.

OHI's governance risks (G-4) mainly relate to its concentrated
ownership structure and lack of track record of capital allocation,
balanced by its conservative capital structure and experienced
management team. OHI is a private company with about 72% of the
company's shares held by Stirling Square Capital Partners
("Stirling Square"), 27% held by Omni Netherlands BV, and the
remaining 2% by the Mattar family (founders of Localiza Rent a Car
S.A. [Ba2 stable]). The company's board of directors consists of 6
members and one observer, of which 3 are appointed by Stirling
Square. The company intends to create a new board and new board
committees (such as an Audit Committee, a Risks Committee and a
Remuneration Committee) to ensure adequate oversight during its
future expansion. The company has hedging policy, minimum liquidity
target and incurrence covenants under the proposed debt indentures
that will limit dividend payments and indebtedness increases. The
company does not anticipate to pay dividends under the ownership of
Stirling Square.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that OHI's
credit metrics and liquidity will improve throughout 2024 based on
existing contracts and the proposed bond issuance, as the company
pursues growth. The outlook also incorporates Moody's expectations
that OHI will prudently manage capex and dividends to preserve its
liquidity profile after the proposed issuance.

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

OHI's rating could be upgraded if the company is able to execute
its existing backlog, while continuing to secure contracts' renewal
and growth, and significantly increase its scale. Quantitatively,
the rating could be upgraded if the company maintains
debt-to-EBITDA below 3.0x, improves its free cash flow generation,
increases interest coverage (EBITDA/interest) to above 3x and
maintains at least adequate liquidity.

OHI's rating could be downgraded if the company's liquidity
deteriorates or if leverage (measured by debt-to-EBITDA) is
sustained above 4x. Change in financial policy, such as using
significant amounts of debt to accelerate fleet expansion or
dividend payments, could also lead to a downgrade. The failure to
successfully complete the ongoing liability management that
includes the issuance of the proposed notes and reinforce its cash
balance would also trigger a downgrade of the rating.

The principal methodology used in these ratings was Oilfield
Services published in January 2023.

COMPANY PROFILE

Headquartered in Lisbon, Portugal and founded in 2001, OHI is a
leading provider of helicopter transportation services to personnel
working on offshore installations, onshore installations and urban
air mobility in Brazil. The company operates a fleet of 92 medium
aircraft equivalent (MACE), about 70% of which are leased, and has
operations in Brazil, Guyana, Suriname and Mozambique. In 2023, the
company reported net revenues of EUR366 million with a
Moody's-adjusted EBITDA margin of 24.9%.



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

BBVA CONSUMER 2024-1: Moody's Assigns (P)B1 Rating to Cl. D Notes
-----------------------------------------------------------------
Moody's Ratings has assigned the following provisional ratings to
Notes to be issued by BBVA CONSUMER 2024-1, FT:

EUR674M Class A Asset-Backed Floating Rate Notes due April 2037,
Assigned (P)Aa1 (sf)

EUR32M Class B Asset-Backed Floating Rate Notes due April 2037,
Assigned (P)A3 (sf)

EUR50M Class C Asset-Backed Floating Rate Notes due April 2037,
Assigned (P)Ba1 (sf)

EUR24M Class D Asset-Backed Floating Rate Notes due April 2037,
Assigned (P)B1 (sf)

Moody's has not assigned any ratings to the EUR20M Class E
Asset-Backed Floating Rate Notes due April 2037 and EUR7.1M Class Z
Subordinated Floating Rate Notes due April 2037.

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The transaction is a static cash securitisation of Spanish
unsecured consumer loans originated by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA) (A2/A3(cr), A2 LT Bank Deposits). The
portfolio consists of consumer loans used for several purposes,
such car acquisition, property improvement and other undefined or
general purposes. BBVA also acts as servicer, collection account
bank and issuer account bank provider of the transaction.

The underlying assets consist of consumer loans with fixed rates
and a total outstanding balance of approximately EUR937 million. As
of March 12, 2024, the provisional portfolio has 107,351 loans with
a weighted average interest of 7.9%. The portfolio is highly
granular with the largest and 20 largest borrowers representing
0.01% and 0.17% of the pool, respectively. The portfolio also
benefits from a good geographic diversification and good weighted
average seasoning of 13.6 months. The final EUR800 million
portfolio will be selected at random from the provisional portfolio
to match the final Notes issuance amount.

The transaction benefits from credit strengths such as the
granularity of the portfolio, the excess spread-trapping mechanism
through a 6 months artificial write off mechanism, the high average
interest rate of 7.9% and the financial strength and securitisation
experience of the originator. However, Moody's notes that there is
a risk of yield compression as 98.3% of the loans in the pool has
the option of an automatic discount on the loan interest rate as a
result of the future cross selling of other products.

Moreover, Moody's notes that the transaction features some credit
weaknesses such as a complex structure including interest deferral
triggers for junior Notes, pro-rata payments on all asset-backed
Notes from the first payment date, the high linkage to BBVA and
limited liquidity available in case of servicer disruption. Various
mitigants have been put in place in the transaction structure such
as sequential redemption triggers to stop the pro-rata
amortization. Commingling risk is mitigated by the transfer of
collections to the issuer account within two days and the high
rating of the servicer.

Hedging: all the loans are fixed-rate loans, whereas the Notes are
floating-rate liabilities. As a result, the issuer is subjected to
a fixed-floating interest-rate mismatch. To mitigate the
fixed-floating rate mismatch, the issuer has entered into a swap
agreement with BBVA. Under the swap agreement, (i) the issuer pays
a fixed rate of [ ]%, (ii) the swap counterparty pays 3M Euribor
(floored at 0), (iii) the notional as of any date will be the
outstanding balance of Classes A-E Notes.

Moody's analysis focused, amongst other factors, on: (i) an
evaluation of the underlying portfolio of consumer loans and the
eligibility criteria; (ii) historical performance provided on
BBVA's total book and past consumer loan ABS transactions and
performance of previous BBVA Consumo deals; (iii) the credit
enhancement provided by subordination, excess spread and the
reserve fund; (iv) the liquidity support available in the
transaction by way of principal to pay interest; and (v) the
overall legal and structural integrity of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 4.5%, expected recoveries of 15.0% and a portfolio credit
enhancement ("PCE") of 17.0%. The expected defaults and recoveries
capture Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss we expect the
portfolio to suffer in the event of a severe recession scenario.
Expected defaults and PCE are parameters used by Moody's to
calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
its ABSROM cash flow model to rate consumer ABS transactions.

The portfolio expected mean default rate of 4.5% is in line with
recent Spanish consumer loan transaction average and is based on
Moody's assessment of the lifetime expectation for the pool taking
into account: (i) historical performance of the loan book of the
originator, (ii) performance track record on most recent BBVA
Consumo deals, (iii) benchmark transactions, and (iv) other
qualitative considerations.

Portfolio expected recoveries of 15% are in line with recent
Spanish consumer loan average and are based on Moody's assessment
of the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative considerations
such as quality of data provided.

The PCE of 17.0% is in line with other Spanish consumer loan peers
and is based on Moody's assessment of the pool taking into account
the relative ranking to originator peers in the Spanish consumer
loan market. The PCE of 17.0% results in an implied coefficient of
variation ("CoV") of 51.88%.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in December
2022.

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

Factors or circumstances that could lead to an upgrade of the
ratings of the Notes would be (1) better than expected performance
of the underlying collateral; or (2) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
BBVA; or (3) an increase in Spain's sovereign risk.

BBVA CONSUMO 10: S&P Raises Class C Notes Rating to 'BB- (sf)'
--------------------------------------------------------------
S&P Global Ratings raised to 'AA- (sf)' from 'A- (sf)' and to 'BB-
(sf)' from 'B (sf)' its credit ratings on BBVA Consumo 10 Fondo De
Titulizacion's class B and C notes, respectively. At the same time,
S&P affirmed its 'AA (sf)' rating on the class A notes.

S&P's ratings address timely payment of interest and principal for
all notes.

The rating actions follow S&P's review of the transaction's
performance and the application of our current criteria. They also
reflect its assessment of the payment structure according to the
transaction documents.

S&P said, "We analyzed the transaction's credit risk under our
global consumer ABS criteria. In our view, BBVA Consumo 10's
cumulative gross losses have been in line with our assumptions at
our previous review. As a result, we maintained our base-case gross
loss assumption at 4.95%. At the same time, we lowered to 4.4x from
5.0x our multiples based on the remaining term of the collateral
and the current pool factor at the 'AAA' rating level."

The transaction is amortizing sequentially since March 2021. Credit
enhancement is provided through subordination, excess spread, and
cash reserve. The reserve fund is amortizing and is at its required
level of EUR2.5 million, as of the investor report in March 2023.
The cash reserve is part of the available cash and is used to cover
any shortfalls in the senior fees. It flows down the combined
waterfall once the class A, B, and C notes are fully paid down. The
pool factor is currently at 24.6%, and the available credit
enhancement for the class A, B, C, D notes has increased to 39.15%,
27.36%, 10.68%, and 4.58%, from 24.35%, 17.06%, 6.75%, and 2.98% in
our previous review, respectively. S&P only rates the class A to C
notes in this transaction.

S&P said, "We have applied a recovery rate of 15% with a 45%
haircut at the 'AAA' rating level in our cash flow analysis, in
line with our previous review. This equates to a 8.25% stressed
recovery rate. We have maintained the recovery lag of 12 months,
which is unchanged since closing."

  Table 1

  Credit assumption summary ('AAA')
                                              CURRENT     2023
                                               REVIEW   REVIEW

  Base-case cumulative rate assumption (%)        4.95     4.95

  Remaining losses applied in S&P's analysis (%)  9.13     7.74

  Stress multiple at 'AAA' (x)                     4.4     5.0

  Stress multiple at 'AA' (x)                      3.6     4.0

  Stress multiple at 'B' (x)                      1.30     1.50

  Recovery haircut at 'AAA' (%)                   45.0     45.0

  Recovery haircut at 'AA' (%)                    40.0     40.0

  Recovery haircut at 'B' (%)                     10.0     10.0

  Stressed cumulative recovery (%)*               8.25     8.25

  Stressed net loss (%)                           36.8     35.5

*100% of recoveries are realized 12 months after default.


S&P said, "Our cash flow analysis, including our sensitivity
analysis, indicates that the available credit enhancement for the
class A notes in this transaction is sufficient to withstand the
credit and cash flow stresses that we apply at the 'AA' rating
level. We therefore affirmed our 'AA (sf)' rating on the class A
notes.

"At the same time, our cash flow and sensitivity analysis showed
that class B and C notes could withstand stresses compatible with
'AA- (sf)' and 'BB- (sf)' ratings, respectively. Therefore, we
raised to 'AA- (sf)' from 'A- (sf)' and to 'BB- (sf)' from 'B
(sf)'our ratings on the class B and C notes, respectively.

"We consider the transaction's resilience in case of additional
stresses to some key variables, in particular defaults and
recoveries to determine our forward-looking view.

"In our view, the ability of the borrowers to repay their consumer
loans will be highly correlated to macroeconomic conditions,
particularly the unemployment rate and, to a lesser extent,
consumer price inflation and interest rates. Our forecast on
unemployment rates for Spain is 11.5% for 2024 and our forecast for
inflation is 3.0%.

"We therefore ran additional scenarios with increased gross
defaults up to 30% and reduced expected recoveries by up to 30%.
The results of the above sensitivity analysis indicate a
deterioration of no more than two categories on the notes, which is
in line with the credit stability considerations in our rating
definitions.

"Operational and legal risks continue to be adequately mitigated,
in our view, and do not constrain our ratings on the notes."


GREEN BIDCO: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on Spanish-based business-to-business (B2B) energy
transition distributor Green Bidco S.A.U. (doing business as Amara)
and its EUR270 million senior secured notes to 'B-' from 'B'.

S&P said, "Due to the issuance of subsidiary level bilateral loans
and the upsize of its super senior revolving credit facility (RCF),
we have also lowered our recovery rating on the senior secured
notes to '4' from '3', indicating our expectations of average loan
recovery (30%-50%; rounded estimate: 40%) in the event of default.

"The stable outlook reflects our view that Amara will return to
EBITDA growth thanks to solar segment stabilization and continued
growth in its wind and electrification division. Further benefits
will arise from international expansion, resulting in debt to
EBITDA reducing below 7.0x in 2024. We also forecast adequate
liquidity despite continued negative FOCF of about EUR10 million."

S&P said, "The downgrade reflects a significant deterioration in
Amara's credit metrics compared to our previous base case. We now
estimate leverage will peak at 9.0x at the end of 2023 compared to
4.8x in our previous base case, while FFO interest coverage falls
to 1.3x (3.3x in our previous forecast). The deterioration in
credit metrics is due to weaker-than-expected financial performance
in 2023, when prices of solar panels fell by more than 40%. This
was due to significant oversupply from Chinese manufacturers who
shipped 93 gigawatts (GW) of solar capacity to Europe. Due to
lower-than-expected demand for solar panels in Europe during the
latter half of 2023, we expect more than 50 GW of excess inventory
has been accumulated. Besides the challenging market conditions for
solar industry distributors, Amara has been affected by political
uncertainty following the Spanish elections, relating to how the
new regulatory remuneration scheme, starting in 2026, will affect
returns. Investments during 2024 and 2025 will already be
remunerated under the new regulatory six-year cycle, meaning
Spanish operators--including Iberdrola, Amara's major client--are
less incentivized to make capital expenditure (capex) now, and
instead are delaying investment until they obtain better visibility
into their remuneration and investment returns. Pro forma the
acquisition of U.S. company Sungry, Amara reported a 28%
year-on-year decline in revenues in the fourth quarter of 2023.
This was led by an almost EUR70 million reduction in the solar
segment and about EUR10 million from the company's grid-related
service agreement with Iberdrola. This was partially offset by
solid growth in all other segments, including electrification and
wind, as well as other energy transition services. For full-year
2023, we estimate that revenue declined by about 10% year on year,
owing to the solar division and service framework agreement with
Iberdrola, with an S&P Global Ratings-adjusted EBITDA margin
estimated at 6.1% compared to 7.1% in fiscal year 2022. This is
further affected by reduced operating leverage and low
profitability from the Iberdrola service agreement.

"We expect tailwinds for Amara's key end markets due to supportive
policies and global energy transition targets, albeit at a slower
rate since uncertainty over demand remains. From 2024 to 2030, we
expect that installed capacity (i.e., megawatts of wind and solar
power generation) will more than double across Europe, North
America, and Latin America. The transition to renewable energy is
supported by policy frameworks, such as the Renewables Energy
Directive, requiring 42.5% of the EU's overall energy consumption
to be in renewables by 2030--an increase from 32%--while reducing
emissions by at least 55% by 2030. The global goal is to reach net
zero emissions by 2050, so replacing fossil fuels with renewable
energy is key to reaching this target. However, for solar energy,
we currently do not forecast the same growth rate of gross capacity
additions year on year as in 2022, where high demand, low interest
rates, and high energy prices made solar panels more attractive as
a gas substitute. This was particularly the case for Amara's key
end markets in Spain, Italy, and Brazil. We expect that the
year-on-year gross capacity additions of commercial and industrial,
as well as residential clients across most of Amara's end markets,
will broadly stabilize or slightly decline by 2030. In terms of
risks, we view delays in receiving permits and bottlenecks in
connecting to the grid as challenges for accomplishing the levels
of growth experienced in Italy or Spain." In particular, Spain has
a significant pipeline of photovoltaic (PV) projects that must be
constructed and connected ahead of 2025 or they will lose grid
connection rights. Any delays or grid interconnection queues may
constrain the growth trajectory. Therefore, ongoing grid
investments will be vital in supporting the installation of
renewable energy sources.

The risk of punitive policies in Europe affecting PV equipment
imports from China is remote but exposes the industry to supply
chain concentration. The energy crisis triggered by the
Russia-Ukraine war in 2022 pushed up energy prices, leading to
demand for PV. Backed by a bullish market sentiment, a notable
increase in orders has supported a rapid increase in manufacturing
capacity, of which more than 80% is currently produced in China.
Due to a slowdown in demand during 2023, prices declined
significantly, putting pressure on manufacturer profits and led to
full warehouses at the end of the year. Nonetheless, shipments from
China are expected to remain high, with more than 85 GW likely
leading to overstocking and low equipment prices. Therefore, S&P
expects inventory levels to normalize from 2025 when supply and
demand balances. While low PV manufacturing prices put European
manufacturers under additional pressure due to higher production
costs compared to Chinese counterparties, Europe's share of global
module production capacities measured in gigawatt was just 3.7% in
2023. Therefore, any tariffs or other measures to stop PV imports
from China would prevent the EU from reaching its ambitious energy
transition goals, therefore reducing the risk of it happening, in
our view. Nonetheless, the global dependency on Chinese
manufacturing exposes the supply chain to vulnerabilities and
disruption in the event of high risk and low probability events,
such as geopolitical escalations.

S&P said, "We forecast Amara will return to growth in 2024 thanks
to international expansion and new products. We forecast revenue
growth of 22.2% during 2024, with more than 90% stemming from the
acquisition of Sunrgy in November 2023. We expect strong growth in
solar and wind as well as from expansion into other geographies,
including France, Colombia, Greece, Bulgaria, and Romania alongside
new planned subsidiaries in Panama, Peru, Ecuador, and the
Dominican Republic. We expect Amara will gain market share in these
countries due to its service-oriented approach, highlighted by its
high net promoter score (NPS) above 70. Fiscal year 2023 also
underpinned management's ability to operate in a declining market,
with Amara's solar division gaining market share in Spain, Brazil,
and Italy. For the rest of the business, we forecast low
single-digit growth of 2-3% year on year, with the solar division
in Spain, Brazil, and Italy stabilizing. This is because prices for
PV manufacturing equipment are expected to remain broadly flat,
with market share gains and volume growth offsetting an anticipated
weaker first-half 2023. In addition, we forecast solid growth of
about 5.5% from the electrification division since we expect
operators will invest in infrastructure. Favorable regional
regulatory frameworks support energy transition, while we
anticipate that the service agreement with Iberdrola will only
start to ramp up from 2026 once the company assesses the new
regulatory remuneration cycle. Thereafter, we forecast revenue
growth of about 12%, of which two-thirds will come from
international expansion. This includes the introduction of wind
equipment in the U.S. in 2024, and government support for a new
heat pump product to tackle heating-related emissions. The
remainder of the revenue growth will come from all other segments,
including the solar division, where we expect low single-digit
volume growth of 2%-3%.

"We expect the 2024 EBITDA margin to expand to 6.8% from 6.1% in
fiscal 2023, thanks to stronger growth across segments and demand
in higher-margin locations, such as wind equipment procurement in
Latin America, alongside better operating leverage. This is
partially offset by EUR5 million of exceptional costs for
consultancy services and business optimization. Thereafter, we
forecast a gradual EBITDA margin expansion toward 7.5%. While we do
not forecast any inventory devaluation on the back of relatively
stable prices, further price declines requiring a devaluation--such
as the EUR16 million in 2023--may put pressure on EBITDA margins.
In additions, higher-than-expected operating investments to support
global expansion may reduce our forecasted EBITDA margin expansion
toward 7.5%. Thanks to strong revenue growth and EBITDA margin
expansion, we forecast a leverage reduction below 7.0x in 2024 and
toward 6.0x in 2025. EBITDA growth and deleveraging may also be
limited over the next two years by lower revenue from slower
business trends in new geographies, PV equipment price decreases
that require inventory devaluations, or lower-than-expected demand.
FFO interest coverage is expected to remain tight, about 1.5x.

"Amara maintains solid liquidity despite forecast negative FOCF
constrained by high interest costs and investments. In 2023, we
estimate negative FOCF of about EUR6.5 million, taking into
consideration accrued interest under the secured notes that will be
paid out during the first quarter of 2024. This was due to negative
EBITDA growth coupled with higher one-off capex investments,
including a new resource planning system, and additional working
capital outflows of about EUR19 million. Due to the forecast
growth, we continue to expect working capital outflows in the range
of EUR15 million-EUR20 million per year, but we expect
management-led working capital improvements that will improve net
working capital over time. In addition, we expect broadly stable
capex of EUR7 million-EUR9 million per year to support
international business growth through new facilities and IT
support. We forecast FOCF will remain negative in 2024 and 2025,
between EUR5 million and EUR10 million. Despite this, Amara
maintains ample liquidity. On Dec. 31, 2023, Amara had EUR57.7
million of cash and an undrawn RCF of EUR57 million (upsized by
EUR7 million). In addition, Amara does not face any near-term
maturities; most of the additional bilateral loans raised during
2023, as well as the RCF, do not expire before the end of 2027.

"The stable outlook reflects our view that Amara will return to
EBITDA growth thanks to solar segment stabilization and continued
growth of its wind and electrification divisions, while benefiting
from strong growth linked to international expansion. This includes
the full-year result of its U.S. acquisition, leading to
deleveraging below 7.0x in 2024. We also forecast adequate
liquidity despite continued negative FOCF of about EUR10 million.

"We could downgrade the company if operational performance further
deteriorates due to lower demand in key geographies for the
installation of renewable energy--particularly in solar and
wind--or pricing pressure. This could result in persistently
negative FOCF and tightening liquidity. In addition, we could
consider a downgrade if leverage is sustained above 10.0x or FFO
cash interest coverage falls significantly below 1.5x.

"We could consider an upgrade if we saw a stronger market rebound
accompanied by a decrease in solar equipment oversupply in key
locations, or accelerated revenue expansion in new geographies. In
addition, we would need to observe improving operating leverage
leading to adjusted debt to EBITDA below 6.5x on a sustained basis,
FFO interest coverage reverting toward 2.0x, and positive FOCF
absent significant EBITDA growth.

"Environmental factors are a positive consideration in our credit
rating analysis for Amara. The company's results should benefit
from high customer demand and government policy support for
renewable energy solutions, considering entities' need to comply
with increasingly stringent regulations of greenhouse gases.
Governance factors are a moderately negative consideration in our
credit analysis. Our assessment of the company's financial risk
profile as highly leveraged reflects the corporate decision making
that prioritizes the interests of the controlling owners, in line
with our view of most rated entities owned by private-equity
sponsors. Our assessment also reflects generally finite holding
periods and a focus on maximizing shareholder returns."


PROSIL ACQUISITION: DBRS Confirms BB Rating on Class A Notes
------------------------------------------------------------
DBRS Ratings GmbH confirmed its BB (sf) credit rating on the Class
A notes issued by Prosil Acquisition S.A. (the Issuer) and changed
the trend on the credit rating to Negative from Stable.

The transaction represents the issuance of the Class A, Class B,
Class J, and Class Z notes (collectively, the notes). The credit
rating on the Class A notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
final legal maturity date. Morningstar DBRS does not rate the Class
B, Class J, or Class Z notes.

The notes are collateralized by a pool of mostly secured Spanish
nonperforming loans (NPLs) originated by Abanca Corporacion
Bancaria, S.A. and Abanca Corporacion Division Immobilaria S.L.
ProSil Acquisition S.A., Cell Number 1, Cell Number 2, and Cell
Number 3 (the transferor) sold the receivables to ProSil
Acquisition S.A., Cell Number 5 (the Issuer). As of the closing
date in March 2019, the gross book value of the loan pool was
approximately EUR 494.7 million. Cortland Investors II S.a r.l.
operates as sponsor and retention holder in the transaction and,
over time, acquired the three portfolios that are part of the pool
(Avia, Lor, and Sil). HipoGes Iberia S.L. (the servicer) services
the loans and manages the following Spanish property companies as
at the closing date: Beautmoon Spain, S.L.; Osgood Invest, S.L.;
Butepala Servicios y Gestiones S.L.; and Vetapana Servicios y
Gestiones S.L.

CREDIT RATING RATIONALE

The credit rating confirmation follows a review of the transaction
and is based on the following analytical considerations:

-- Transaction performance: An assessment of portfolio recoveries
as of December 2023, focusing on (1) a comparison between actual
collections and the Servicer's initial business plan forecast, (2)
the collections performance observed over recent months, and (3) a
comparison between the current performance and Morningstar DBRS'
expectations.

-- Updated business plan: The Servicer's updated business plan as
of December 2023, received in March 2024, and the comparison with
the initial collection expectations.

-- Portfolio characteristics: Loan pool composition as of December
2023 and the evolution of its core features since issuance.

-- Transaction liquidating structure: The order of priority
entails a fully sequential amortization of the notes (i.e., the
Class B notes will begin to amortize following the full repayment
of the Class A notes and the Class J notes will amortize following
the full repayment of the Class B notes. Additionally, interest
payments on the Class B notes become subordinated to principal
payments on the Class A notes if the cumulative collection ratio or
the net present value (NPV) cumulative profitability ratio are
lower than 90%. This trigger has been breached since the April 2020
interest payment date. As per the December 2023 servicing report,
the cumulative collection ratio was 44.7% and the NPV cumulative
profitability ratio was 87.3%.

-- Liquidity support: The transaction benefits from an amortizing
cash reserve providing liquidity to the structure covering
potential interest shortfalls on the Class A notes and senior fees.
The cash reserve target amount is equal to 4.5% of the Class A
notes' principal outstanding and is currently fully funded.

TRANSACTION AND PERFORMANCE

According to the latest investor report from January 2024, the
outstanding principal amounts of the Class A, Class B, Class J, and
Class Z notes were EUR 88.0 million, EUR 30.0 million, EUR 15.0
million, and EUR 16.0 million respectively. As of the January 2024
payment date, the balance of the Class A notes had amortized by
48.2% since issuance and the current aggregated transaction balance
was EUR 149.0 million.

As of December 2023, the transaction was performing below the
Servicer's business plan initial expectations. The actual
cumulative gross collections equaled EUR 140.8 million, whereas the
Servicer's initial business plan estimated cumulative gross
collections of EUR 281.0 million for the same period. Therefore, as
of December 2023, the transaction was underperforming by EUR 140.2
million (49.9%) compared with the initial business plan
expectations.

At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 114.5 million at the BBB
(low) (sf) stressed scenario. Therefore, as of December 2023, the
transaction was performing above Morningstar DBRS' initial stressed
expectations.

Pursuant to the requirements set out in the receivable servicing
agreement, in March 2024, the Servicer delivered an updated
portfolio business plan as of December 2023.

The updated portfolio business plan, combined with the actual
cumulative gross collections of EUR 140.8 million as of December
2023, results in a total of EUR 296.4 million, which is 8.9% lower
than the total gross collections of EUR 325.3 million estimated in
the initial business plan.

Excluding actual collections, the Servicer's expected future
collections from January 2024 account for EUR 155.6 million. The
updated Morningstar DBRS BB (sf) credit rating stress assumes a
haircut of 22.0% to the Servicer's updated business plan,
considering future expected collections.

Notes: All figures are in euros unless otherwise noted.



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

ALJ FINANSMAN: Fitch Cuts Nat'l. Rating to 'BB+(tur)', Outlook Neg
------------------------------------------------------------------
Fitch Ratings downgraded ALJ Finansman A.S.'s (ALJF) National
Long-Term Rating to 'BB+(tur)' from 'BBB+(tur)'. The Outlook is
Negative.

The downgrade reflects the combined effect of Fitch's recent
recalibration of its National Ratings mapping as well as Fitch's
assessment of ALJF's standalone credit profile. ALJF's rating is
negatively affected by its very high and worsening leverage, the
deteriorating outlook for the auto financing market in Turkiye,
ALJF's small size, weak profitability, competitive and regulatory
pressures on the business model and moderate refinancing risks. The
rating also reflects ALJF's secured and granular local-currency
denominated asset base, low residual value risk and tested access
to funding via Turkiye's largest private banks.

The Negative Outlook reflects potential spill over risks from high
leverage on the viability of ALJF's business profile.

National-scale ratings are an opinion of creditworthiness relative
to issuers and issues within a single country.

KEY RATING DRIVERS

Standalone Rating: ALJF is part of a diverse group of companies
owned by the Saudi Arabia-domiciled Jameel family. The group has a
well-established car dealership network offering Toyota vehicles in
the GCC region and is also Toyota's exclusive distributor in
Turkiye. ALJF's franchise has non-exclusive access to a wide
network of Toyota dealerships in Turkiye, supporting sales and the
disposal of repossessed cars. ALJF's rating does not incorporate
any support from its shareholders as Fitch is not able to assess
the shareholder's ability to provide support.

Materially Lower 2023 Business Volumes: Due to challenging market
conditions, the number of cars ALJF financed contracted by around
40% in 2023, which also resulted in a significant shift in ALJF's
portfolio mix. The customer base moved from private individuals to
SMEs and corporates with 71% of financing granted to the latter in
2023 (compared with only 45% in 2022). ALJF's average loan-to-value
ratio was still relatively low at 60% in 2023 (2022: 56%),
providing some buffer against residual value and delinquency
risks.

Very High Leverage: ALJF's gross debt/tangible equity ratio
increased to a very high 13.0x at end-2023 (2022: 9.4x), driven by
weak internal capital generation under high inflation. Fitch views
leverage as a key constraint on ALJF's credit profile (along with
earnings). and believes that capital injection is needed to
maintain a long-term viable business profile.

Low Core Profitability: ALJF's key earnings and profitability ratio
(pre-tax income/average assets) deteriorated to 1.1% in 2023 from
2.9% in 2022, driven by low volumes and low margins. Relatively low
credit impairments partly supported bottom line earnings in 2023.
Rigid operating costs combined with low interest income resulted in
a cost/income deterioration to 83% in 2023 from 54% in 2022, which
reduces ALJF's capacity to absorb additional credit losses. Fitch
believes that risks on profitability are mainly driven by rising
funding costs and declining market share, given the uncertain
prospects for the auto financing sector.

Moderate Credit Risk: The liquidity of collateral, very low
foreign-exchange risk, high down-payments and strong collection
practices result in modest final credit losses. ALJF's impaired
loans ratio improved to 0.9% at end-2023 from 1.1% at end-2022,
underpinned by increasing nominal value of the collateral due to
price inflation.

Moderate Refinancing Risk: ALJF's funding profile is underpinned by
tested access to unsecured funding from large domestic banks.
Funding maturities considerably shortened in Turkiye in 2023 due to
the volatile operating environment and regulatory interventions,
which exposed ALJF to refinancing risks due to balance sheet
maturity mismatches. Fitch considers that funding access has
generally improved in 2024, albeit at higher costs.

RATING SENSITIVITIES

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

Inability to improve leverage, that may spill over to a
deterioration in funding profile and operational performance would
trigger negative rating action.

Negative rating action would also be driven by a marked erosion of
ALJF's franchise, a material increase in risk appetite as reflected
in larger credit losses, weakening of access to funding or a sharp
increase in refinancing risk.

A recalibration of Fitch's National Ratings correspondence table
for Turkiye could result in a corresponding change to ALJF's
National Rating.

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

Sustained and substantial improvement in capitalisation that
improves ALJF's gross debt/tangible equity materially and
sustainably below 7.0x, combined with stable asset quality,
above-sector-average profitability and reducing of refinancing
risks via longer funding maturities could lead to a positive rating
action, although this is not Fitch's base case given the Negative
Outlook on the rating.

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
   -----------             ------                       -----
ALJ Finansman A.S.  Natl LT BB+(tur)  Revision Rating   BBB+(tur)



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

DTEK OIL: Fitch Affirms 'CC' LongTerm IDR
-----------------------------------------
Fitch Ratings has affirmed DTEK OIL & GAS PRODUCTION B.V.'s (DOG)
Long-Term Issuer Default Rating (IDR) at 'CC'. Fitch has also
affirmed the senior unsecured rating on the notes issued by NGD
Holdings B.V. at 'CC' with a Recovery Rating of 'RR4'.

The 'CC' rating reflects DOG's high operational risks stemming from
its operations in Ukraine, weak and uncertain liquidity
(particularly due to the commencement of its Eurobond principal
annual repayments in December 2023 and working-capital volatility),
and a currency mismatch between its dollar-denominated Eurobond
obligations and its hryvnia-denominated domestic sales.

Although DOG has continued to meet its Eurobond payments with
support from affiliated companies, its access to foreign currency
(FC) is limited because of the National Bank of Ukraine's (NBU)
moratorium on cross-border FC payments. Visibility is lacking on
DOG's capacity to continue making such payments in the future.

KEY RATING DRIVERS

Eurobond Amortisation Started: In 2023, DOG continued to service
its dollar-denominated Eurobond due in December 2026. Its total
Eurobond payments in 2023 amounted to about USD80 million,
including two coupon payments in June and December, as well as a
USD50 million principal amortisation paid in December. DOG will
need to make similar payments in 2024 and 2025, with the final
repayment of the remaining principal of USD275 million in 2026.

Fitch has limited visibility on DOG's ability to make such payments
due to NBU restrictions and volatility in working capital.
Additionally, Fitch does not have sufficient information to assess
the likelihood of continuing support from affiliated companies.

Moratorium on Cross-Border Payments: After the war started, the NBU
introduced a moratorium on cross-border FC payments, limiting
companies' ability to service their FC obligations. Exceptions can
be applied for (eg. for debt service) but are difficult to obtain.
DOG obtained a permit to repay its 1H22 coupon; however, none have
been granted for payments made in 2H22 and 2023.

Permit Being Reviewed: A permit that would allow DOG to make
Eurobond payments in 2024 is currently under review by the NBU. In
2H22 and 2023, DOG's affiliated companies provided the needed FC
for DOG to make Eurobond payments.

Operations Continue but Production Falls: DOG's production assets
in the Poltava region are fairly far from the current front line
(200km-250 km) and have remained operational amid Russia's
invasion. However, DOG's decision to reduce drilling activity amid
the uncertainty has resulted in its production falling by around
30% in 2023 versus 2021. Fitch assumes DOG's production to continue
to decline.

Lower Prices, EBITDA: Fitch assumes that DOG's average realised
natural gas prices will decline to approximately USD240/ thousand
cubic meters (mcm) in 2026 from around USD310/mcm in 2023,
reflecting changes in European natural gas prices anticipated by
Fitch. In addition to falling production, lower prices will bring
DOG's cash flows under pressure - Fitch assumes its EBITDA to
contract to less than USD150 million in 2026 from around USD400
million in 2023.

Moderate Leverage: Its projections assume that DOG's leverage will
remain moderate - Fitch estimates its EBITDA gross leverage will
increase to around 2x in 2024, from 1.2x in 2023. However, the
company's leverage and cash flow generation could be affected by
related-party transactions and production volatility.

Complex Group Structure: DOG is part of DTEK GROUP B.V., which is a
private energy corporation in Ukraine with main subsidiaries also
including DTEK Energy B.V. (CC), DTEK Renewables B.V. (CC) and D.
Trading B.V. DTEK GROUP B.V. is a part of a larger group, System
Capital Management (SCM), which also includes Metinvest B.V. (CCC).
Fitch rates DOG on a standalone basis and assess that SCM has
overall weak incentives to support DOG.

Transactions with Related Parties: While Fitch recognises that
support provided by affiliated companies has enabled DOG to make
its Eurobond payments, significant transactions with related
parties and working-capital volatility also make its cash flow
profile less predictable. DOG sells gas domestically through an
affiliated trader, and its working-capital movements were deeply
negative in 2021-2023.

DERIVATION SUMMARY

DOG operates three gas fields in the east of Ukraine in the Poltava
region. DOG's 'CC' rating is driven by its constrained access to FC
in view of Ukraine's moratorium on cross-border FC payments.
According to Fitch's estimates, DOG's 2023 natural gas production
approximated 1.4 billion cubic meters (bcm) of gas, or around 24
thousand barrels of oil equivalent per day (kboe/d), including
liquids. This is lower than the production of Nigeria-focused
Seplat Energy Plc (B-/Stable; 2023: 48kboe/d).

DOG's Ukrainian peers include Ferrexpo plc (CCC+), Metinvest B.V.
(CCC), and Interpipe Holdings Plc (CCC-), which are rated higher
because of better access to FC due to exports (all the three
companies) and producing assets abroad (Metinvest), and also due to
lack of material debt (Ferrexpo). DOG's affiliated companies DTEK
Energy B.V. and DTEK Renewables B.V. (both rated CC) share tight
liquidity and high operational risks.

KEY ASSUMPTIONS

- Natural gas sold domestically at a discount to Fitch's TTF (Title
Transfer Facility) assumptions

- Natural gas production continues to decline to 2027

- Capex remaining subdued at around UAH1.4 billion per annum to
2027

- No dividends to ordinary shareholders paid in 2024-2026

RECOVERY ANALYSIS

- The recovery analysis assumes that DOG would be reorganised as a
going concern (GC) in bankruptcy rather than liquidated

- The GC EBITDA of UAH3 billion reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level based on normalised
domestic prices and, potentially, lower production

- Fitch uses an enterprise value (EV)/EBITDA multiple of 3.0x to
calculate a post-reorganisation valuation, reflecting high
operational risks due to the company's focus on Ukraine

- Fitch assumes that the senior unsecured Eurobond ranks equally
with the company's deferred consideration for the acquisition of
PrJSC Naftogazvydobuvannya

- After deducting 10% for administrative claims, its analysis
generated a waterfall-generated recovery computation (WGRC) in the
'RR4' band, indicating a 'CC' rating for the senior unsecured
notes. The WGRC output percentage on current metrics and
assumptions is 49%.

RATING SENSITIVITIES

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

- An upgrade is unlikely at present unless DOG experiences reduced
operational risks, improved liquidity, and better access to
external financing, along with relaxation of the restrictions on
cross-border FC payments on a consistent basis

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

- Evidence that a default or default-like process has begun,
including (i) DOG entering into a grace or cure period following
non-payment of a material financial obligation, or (ii) formal
announcement of a distressed debt exchange (DDE), could lead to a
downgrade to 'C'

- An uncured payment default or a DDE could lead to a downgrade to
'RD' (Restricted Default)

LIQUIDITY AND DEBT STRUCTURE

Weak, Uncertain Liquidity: DOG's liquidity position is weak and
uncertain, given its constrained access to FC and external funding,
as well as significant working-capital movements. According to
Fitch's estimates, DOG's end-2023 cash balance was minimal. DOG's
ability to use its cash flows for debt repayments remains subject
to FC payment restrictions or support provided by affiliated
companies.

At end-2023, DOG's debt was dominated by a USD425 million Eurobond
due in 2026 (outstanding balance at end-2023: USD375 million),
which was issued in 2021 as part of a restructuring. The bond was
issued through its wholly-owned FinCo, NGD Holdings B.V., at a
6.75% coupon rate to be paid semi-annually in cash with USD50
million annual principal repayments from December 2023 onwards, and
a bullet payment of USD275 million is due in December 2026.

ISSUER PROFILE

DOG is a privately-owned natural gas producer in Ukraine ultimately
controlled by Rinat Akhmetov's SCM. In 2023, DOG produced 1.4
billion cubic meters (bcm) of gas, almost 15% of the country's gas
consumption.

SUMMARY OF FINANCIAL ADJUSTMENTS

(i) Fitch reclassified DOG's deferred consideration as debt; (ii)
Fitch reclassified a part of working-capital outflow as interest
and principal debt repayments, given such repayments were executed
by affiliated companies and involved a non-cash set-off with DOG's
intra-group receivables.

ESG CONSIDERATIONS

DOG has an ESG Relevance Score of '4' for Group Structure due to a
large number of complex related-party transactions and a complex
group structure. This has a negative impact on the credit profile,
and is relevant to the rating in conjunction with other factors.

DOG has an ESG Relevance Score of '4' for Governance Structure due
to influence of the key shareholder, which has a negative impact on
the credit profile, and is relevant to the rating 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
   -----------              ------        --------   -----
NGD Holdings B.V.

   senior unsecured   LT     CC  Affirmed   RR4      CC

DTEK OIL & GAS
PRODUCTION B.V.       LT IDR CC  Affirmed            CC



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

888 ACQUISITIONS: Moody's Rates New GBP300MM Sr. Secured Notes 'B1'
-------------------------------------------------------------------
Moody's Ratings has assigned B1 rating to the proposed issuance by
888 Holdings Plc (888)'s subsidiary 888 Acquisitions Limited of a
new GBP300 million backed senior secured note (SSN) with a maturity
of 6 years and of the EUR add-on to the existing B1 rated EUR450
million backed senior secured floating rate notes due in 2028.
888's corporate family rating of B1 remain unchanged as well as all
the instrument ratings issued by 888 Acquisitions Limited, 888
Acquisitions LLC and William Hill Limited.

The outlook for 888 Holdings Plc, 888 Acquisitions Limited, 888
Acquisitions LLC and William Hill Limited remains unchanged at
negative.

The proposed transaction fully refinance the company's EUR467
million term loan A (EUR TLA, not rated) due in July 2028.

RATINGS RATIONALE

Moody's views the proposed transaction positively as it extend
888's debt maturity profile. Additionally, the transaction is cash
flow neutral for 888 as the existing lender of EUR TLA agreed to
cover for the transaction costs and compensate 888 for the
potential differential of future financial expenses versus the
existing EUR TLA.

The transaction is leverage neutral and doesn't change Moody's
expected deleveraging towards 5.0x by end of 2024.

The rating is supported by the group's: (1) established and popular
brands with good market position in large key gaming markets (UK,
Italy, Spain); (2) competitive advantage stemming from 888's
proprietary technology platform which also enable to pro-actively
monitor clients behaviour and provide players with appropriate safe
guarding measures; (3) expected deleveraging to 5.0x or below in
terms of Moody's adjusted leverage by end of 2024 supported by
EBITDA growth largely related to integration synergies;(4)
financial policy targeting a net debt to EBITDA leverage ratio (as
reported by the company) to below 3.5x by end of 2026 and
suspension of dividend distribution until leverage is below 3.0x.

The rating constrains are related to (1) concentration on the
mature UK market (about 70% of group revenue) and still exposed to
markets which are not locally regulated (5% of revenue in Q2 2023);
(2) Moody's adjusted Debt to EBITDA at 5.5x at the end of December
2023 remains elevated and higher than 5.2x ratio at the end of June
2023 due to softening EBITDA in the second half of the year; (3)
the lack of free cash flow  generation (on a Moody's adjusted
basis) to date, and the rating agency's expectation of no
meaningful free cash flow generation also in 2024; (4) the highly
competitive nature of the online betting and gaming industry and
(5) the ongoing risk of regulatory changes and gaming tax increases
due to social pressure.

LIQUIDITY

The combined group's liquidity is good, with cash on balance sheet
of GBP128 million (excluding customer balances) as of the end of
December 2023 and a GBP150 million backed senior secured revolving
credit facility due in January 2028. Although Moody's-adjusted FCF
in 2023 was negative (GBP83 million), the rating agency expects the
company to break even in 2024. 888 has no significant debt
maturities at least until 2027 (only £11 million of William Hill
Limited backed senior unsecured euronotes maturing in 2026 remain
outstanding).

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative rating outlook continues to reflect Moody's multiple
downward revisions of the company's revenue projections between
2024 and 2026. The rating agency expects cost synergies to support
leverage reduction to 5.0x or below in 2024 (on a Moody's-adjusted
basis). However, Moody's believes that 888 would need to
demonstrate grow in its net gaming revenue in the mid-single-digit
percentages to remain on a sustainable leverage reduction path. A
stabilisation of the outlook would require the company to report at
least two quarters of revenue growth in the UK online division
while continuing to improve profitability.

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

Upward pressure on the ratings could arise over time if the
company's demonstrated a track record of no further regulatory
findings/fines and no failures in KYC/AML processes, in addition to
improving credit metrics on a sustained basis: gross leverage
(Moody's-adjusted) below 4.75x, retained cash flow (RCF)/net debt
(Moody's-adjusted) around 15% and interest coverage
(Moody's-adjusted EBITA/interest) above 2.0x.

Downward pressure on the ratings could occur if the company's Gross
leverage (Moody's-adjusted) increases above 5.75x-6.0x, RCF/net
debt (Moody's-adjusted) is below 10%, both on a sustained basis. A
downgrade could occur also because of changes in the company's
financial policy resulting in greater appetite for leverage or the
rating agency identifies significantly adverse regulatory actions
in one or more of the larger geographies in which the company
operates.

STRUCTURAL CONSIDERATIONS

The B1 CFR is assigned at the level of the publicly listed entity,
888, which is also the holdco guarantor of the loans. The new
GBP300 million SSN's rating is in line with the CFR. The SSN would
benefit from a security package represented mainly by share
pledges, floating charges on UK entities and guarantees from all
substantial subsidiaries of the group, including upstream
guarantees from William Hill International subsidiaries, in line
with other debt issued by 888 Acquisitions Limited.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

COMPANY PROFILE

888 Holdings Plc, headquartered in Gibraltar, is a public company
listed on the London Stock Exchange. The group is the combination
of 888 and William Hill Limited's operations outside the US, a
merger that closed in July 2022. The company has a strong presence
(almost 70% of group revenue) in the UK, and leading market shares
in Italy, Spain and Denmark with a widely recognised online and
retail brand portfolio.

The group generated revenue of GBP1.7 billion and adjusted EBITDA
of GBP308 million in 2023, as reported by the company.

888 HOLDINGS: S&P Rates New GBP300MM Senior Secured Notes 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to the proposed
GBP300 million fixed-rate senior secured notes due in 2030 and
EUR117 million fungible add-on to its existing floating-rate senior
secured notes due in 2028, to be issued by 888 Acquisitions Ltd., a
subsidiary of betting and gaming company 888 Holdings PLC
(B/Negative/--).

S&P said, "We assigned '3' recovery ratings to the proposed senior
secured notes, indicating our expectation of meaningful recovery
prospects (50%-70%; rounded estimate: 60%) for debtholders in the
event of a payment default. We expect the proposed senior secured
notes will have the same security and guarantors as the existing
revolving credit facility, loans, and notes. The new senior secured
notes will rank pari passu with the company's outstanding
instruments.

"We view the proposed transaction as leverage neutral because 888
intends to use the proceeds to repay the outstanding EUR467 term
loan A due in July 2028. Our forecast of S&P Global
Ratings-adjusted debt to EBITDA of about 7.5x in 2024 is unchanged.
We believe that, with this transaction, 888 aims to extend its debt
maturity profile and improve the currency alignment of its debt and
operations."

According to 888's first-quarter 2024 results, published April 19,
2024, the group's revenue increased 2% compared to the fourth
quarter of 2023 on positive contributions from its international
segment. This stemmed from sound performance in Italy, Spain, and
Denmark; while the U.K. online business reported slightly negative
growth quarter on quarter on reduced sports revenue. Given that our
rating outlook is negative, S&P will continue to monitor the
group's progress on strengthening its key credit metrics this
year.

Issue Ratings--Recovery Analysis

Key analytical factors

-- S&P's 'B' issue rating on the proposed GBP300 million senior
secured notes due 2030 and EUR117 million fungible add-on to the
senior secured notes due 2028 to be issued by financing subsidiary
888 Acquisitions Ltd. is in line with the issuer credit rating on
888, as well as the issue ratings on the group's outstanding senior
secured debt and the GBP11 million outstanding on the William Hill
2026 notes.

-- The recovery rating on all instruments is '3', indicating S&P's
expectation of meaningful recovery (50%-70%; rounded estimate: 60%)
in the event of a default.
-- 888's rated issuance includes a U.S. dollar term loan B (GBP417
million equivalent), Euro fixed- and floating-rate notes (GBP879
million equivalent), and the proposed senior secured notes (GBP400
million equivalent).

-- The group's senior secured facilities and notes are secured by
share pledges on the material entities of 888 and William Hill,
including upstream guarantees from the latter. S&P understands
there is no specific asset security over the group's key
intellectual property and brands. The company has a minimum
guarantor coverage test of 80% of the group's EBITDA.

-- S&P's simulated default scenario incorporates the assumption
that 888 would default in 2027, following a sustained decline in
overall earnings, itself stemming from a prolonged downturn,
intense competition, or material adverse regulatory changes, for
example.

-- For the simulated default scenario, S&P assumes 888 would be
reorganized or sold as a going concern, given its attractive market
positions, portfolio of brands, and recognition in different
regions.

-- S&P said, "We note that creditors of the GBP11 million William
Hill notes are structurally subordinated to 888's creditors in that
they do not benefit from any security over 888's entities and
assets. However, given our view that William Hill makes up more
than 50% of the combined group's operating earnings and assets, we
consider that in any default scenario, William Hill's creditors
have a pari passu claim over a substantial part of the group and
therefore treat them equally in our analysis. This is a key
assumption in estimating recovery for the William Hill notes."

Simulated default assumptions

-- Jurisdiction: U.K.
-- Simulated year of default: 2027

Simplified waterfall

-- Emergence EBITDA: GBP213 million

-- EBITDA multiple: 6.0x

-- Gross enterprise value: GBP1.28 billion

-- Net enterprise value after administrative expense (5%): GBP1.21
billion

-- Priority claims: None

-- Value available for secured claims: GBP1.21 billion

-- Estimated senior secured claims: GBP1.97 billion

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

All debt amounts include six months of prepetition interest and
assume the group's revolving credit facility is 85% drawn.


ASDA GROUP: S&P Assigns Prelim 'B+' Rating to Senior Secured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' preliminary issue rating to
the proposed GBP1.75 billion senior secured notes maturing in 2030,
to be issued by ASDA Group (Bellis Finco PLC; B+(prelim)/Stable/--)
through its subsidiary Bellis Acquisition Company PLC. S&P assigned
a '3' preliminary recovery rating to this debt, indicating its
expectation of meaningful recovery prospects (50%-70%; rounded
estimate: 65%) for debtholders in the event of a payment default.

S&P said, "We understand that the proposed senior secured notes
will rank pari passu with the company's other senior secured debt,
including the recently proposed Term Loan B (TLB). The preliminary
issue and recovery ratings are subject to our review of the final
documentation."

ASDA intends to use the proceeds to refinance its existing senior
secure debt maturing in 2025 and 2026, thus extending maturities to
2030 for the senior secured notes and 2031 for the TLB. Following
the completion of the currently outstanding transactions, the
capital structure will consist of GBP500 million of senior
unsecured notes, the GBP166 million term loan A, GBP747.7 million
revolving credit facility, GBP684 million related to a private
placement, GBP500 million senior secured notes maturing in 2026,
the proposed GBP900 million-equivalent TLB, and the proposed
GBP1.75 billion senior secured notes.

The transaction is included in S&P's base-case assumptions in the
recently published research update on the group.

On April 25, 2024, S&P assigned its preliminary 'B+' long-term
issuer credit rating to Bellis Finco PLC and its  preliminary 'B+'
issue and '3' preliminary recovery ratings to ASDA's proposed TLB.


AUBURN 15: S&P Assigns Prelim B+ (sf) Rating to Cl. F-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Auburn 15
PLC's class A1 NRR loan note, A1 and A2 notes, and B-Dfrd to F-Dfrd
notes. At closing, Auburn 15 will also issue  and RC2 certificates,
and an unrated VRR loan note.

This transaction is a refinancing of Towd Point Mortgage Funding
2018 - Auburn 12 PLC (Auburn 12), Towd Point Mortgage Funding 2019
- Auburn 13 PLC (Auburn 13), and Towd Point Mortgage Funding 2020 -
Auburn 14 PLC (Auburn 14). On or about the closing date, the seller
will purchase the beneficial interest in the mortgage loans from
the Auburn 12 and Auburn 14 transactions before selling it to the
issuer. On July 22, 2024, the issuer intends to draw on the class
A1 loan note to purchase the beneficial interest in the mortgage
loans from the Auburn 13 transaction.

S&P based its credit analysis on a preliminary pool of £1.47
billion (as of Mar unrated class Z and X notes, unrated S, RC1,ch
2024). This includes the Auburn 12, 13, and 14 transactions. The
pool comprises mainly first-lien U.K. buy-to-let residential
mortgage loans (94.7%) that Capital Home Loans Ltd. (CHL)
originated.

CHL is the originator, legal title holder, and servicer of this
portfolio.

S&P said, "We rate the class A1 and A2 notes based on the payment
of timely interest. Interest on the class A1 and A2 notes is equal
to the daily compounded Sterling Overnight Index Average plus a
class-specific margin.

"We treat the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd
notes as deferrable-interest notes in our analysis. Under the
transaction documents, the issuer can defer interest payments on
these notes (even if most senior). Our preliminary ratings on these
notes address the ultimate payment of principal and interest.

"Our preliminary ratings reflect our assessment of the
transaction's payment structure, cash flow mechanics, and the
results of our cash flow analysis to assess whether the notes would
be repaid under stress test scenarios."

Subordination and excess spread will provide credit enhancement to
the class A1 to F-Dfrd notes, which are senior to the unrated notes
and certificates.

  Preliminary ratings

                PRELIM.       INITIAL      CLASS SIZE A1 NRR
  CLASS         RATING*    CLASS SIZE (%)  FULLY DRAWN§ (%)

  A1 NRR
  loan note†    AAA (sf)      20.578        61.81

  A1†           AAA (sf)       45.12        21.69

  A2            AAA (sf)        8.32         4.00

  B-Dfrd        AA (sf)         8.32         4.00

  C-Dfrd        A- (sf)         7.28         3.50

  D-Dfrd        BBB (sf)        2.08         1.00

  E-Dfrd        BB+ (sf)        1.04         0.50

  F-Dfrd        B+ (sf)         1.04         0.50

  Z             NR              6.24         3.00

  X             NR              0.71         0.34

  S certs       NR               N/A          N/A

  RC1           NR               N/A          N/A

  RC2           NR               N/A          N/A

  VRR loan note‡  NR             N/A          N/A

*S&P's preliminary ratings address timely receipt of interest and
ultimate repayment of principal for the class A1 NRR loan note, A1,
and A2 notes, and the ultimate payment of interest and principal on
the other rated notes.
§A1 NRR fully drawn refers to a further purchase date when the
seller will purchase the beneficial interest in the mortgage loans
from Towd Point Mortgage Funding 2019 - Auburn 13 PLC. The whole A1
loan note will be drawn, including a portion of the VRR loan note.

†The class A1 NRR loan note is a variable funding note. The class
A1 notes and class A1 NRR loan note are, together, the "class A1
notes", and rank pro rata and pari passu among themselves.
‡The VRR loan note is issued for risk retention


CAZOO: On Brink of Administration After Failing to Secure Funding
-----------------------------------------------------------------
Jack Williams at CarDealer reports that Cazoo -- the failed used
car dealer turned advertising marketplace -- has admitted it may
soon fall into administration.

In an announcement to the New York Stock Exchange on May 1, Cazoo
said it has failed to secure any new funding for the struggling
business, CarDealer relates.

According to CarDealer, Cazoo said it had also been looking for
offers for the business as well as "strategic alternatives" -- all
of which have failed.

Now, the listed business has admitted that without access to
"significant strategic alternatives or outside capital" it is
"reasonably likely" that the company will need to file for
"administration or liquidation", CarDealer discloses.

Cazoo, as cited by CarDealer, said: "We would then consider the
best options for the company at that time.  The options may include
filing for administration or winding up the company."

The announcement also included news that Cazoo has missed the
deadline for reporting its 2023 accounts -- because of pressures on
management -- and that Paul Woolf, CFO, has now left the business,
CarDealer notes.

Founder Alex Chesterman and former CEO Paul Whitehead have also
left the business in the last few months, CarDealer recounts.  

The New York Stock Exchange (NYSE) statement also admits that Cazoo
currently has no offers of help and that the "medium-to-long-term
future of the company" is unclear, CarDealer states.



CENTIKA LOGISTICS: Falls Into Administration
--------------------------------------------
MotorTransport reports that Leeds-based container and
temperature-controlled haulage firm Centika Logistics has collapsed
into administration.

According to MotorTransport, the company had been trading for a
decade and held a standard international licence authorising the
operation of 30 HGVs and 60 trailers out of the Old Mill business
park in the city.

Office of the traffic commissioner documents showed that the
surrender of this licence was currently being reviewed by the TC,
MotorTransport relates.

Administrators from CB Business Recovery were appointed to the
haulage company on April 30, MotorTransport discloses.


EAST ONE 2024-1: DBRS Finalizes BB(high) Rating on Class X Notes
----------------------------------------------------------------
DBRS Ratings Limited finalized its provisional credit ratings on
the residential mortgage-backed notes (collectively, the Rated
Notes) issued by East One 2024-1 PLC (the Issuer) as follows:

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at A (low) (sf)
-- Class E Notes at BBB (sf)
-- Class X Notes at BB (high) (sf)

The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the legal final maturity date. The credit ratings on the Class B,
Class C, Class D, and Class E Notes address the ultimate payment of
interest and the ultimate repayment of principal on or before the
legal final maturity date while junior, and the timely payment of
interest once such class of notes becomes the most senior class of
notes outstanding. The credit rating on the Class X Notes addresses
the ultimate payment of interest and principal on or before the
legal final maturity date.

Morningstar DBRS does not rate the Class Z and Class R Notes issued
in this transaction.

CREDIT RATING RATIONALE

The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the United Kingdom of Great Britain and Northern
Ireland (UK). The notes issued shall fund the purchase of British
second-lien mortgage loans originated and serviced by Equifinance
Limited (Equifinance). Equifinance is a UK specialist second -lien
mortgage lender that has been offering loans to customers in
England, Scotland, and Wales since January 2012. Homeloan
Management Limited was appointed as the backup servicer to the
transaction.

This is the first securitization from Equifinance. The initial
mortgage portfolio consists of GBP 260 million of second-lien
mortgage loans collateralized by owner-occupied properties in the
UK.

Liquidity in the transaction is provided by a liquidity reserve
fund that will be funded at closing through the issuance of the
Class R Notes. It shall cover senior fees, senior swap payments,
and interest shortfalls on the Class A and Class B Notes. In
addition, principal borrowing is also envisaged under the
transaction documentation and can be used to cover senior fees,
senior swap payments, and interest shortfalls on the most senior
outstanding class of notes. Interest shortfalls on Class B to E and
Class X Notes, as long as they are not the most senior class
outstanding, shall be deferred and not be recorded as an event of
default until the final maturity date or such earlier date on which
the notes are fully redeemed.

The transaction also features a fixed-to-floating interest rate
swap, given the presence of a large portion of fixed-rate loans
(with a compulsory reversion to floating in the future), while the
liabilities pay a coupon linked to Sonia. The swap counterparty
appointed as of closing is Citibank Europe plc, UK Branch.

Furthermore, Citibank N.A./London Branch shall act as the Issuer
account bank and Santander UK Plc and Barclays Bank UK PLC shall be
appointed as the collection account banks. Morningstar DBRS
privately rates each of these entities, which meet the eligible
credit ratings in structured finance transactions and are
consistent with Morningstar DBRS' "Legal Criteria for European
Structured Finance Transactions" methodology.

Credit enhancement (CE) is expressed as a percentage of the initial
portfolio balance, including the liquidity reserve, and is as
follows:

-- Class A Notes: 21.3%;
-- Class B Notes: 16.0%;
-- Class C Notes: 12.0%;
-- Class D Notes: 8.5%; and
-- Class E Notes: 5.0%.

CE to the Class X Notes is calculated at 0% as these are excess
spread notes with interest and principal payments flowing through
the revenue priority of payments.

Morningstar DBRS based its credit ratings on a review of the
following analytical considerations:

-- The transaction's capital structure, including the form and
sufficiency of available credit enhancement;

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities.
Morningstar DBRS estimated stress-level probability of default
(PD), loss given default (LGD), and expected losses (EL) on the
mortgage portfolio. Morningstar DBRS used the PD, LGD, and EL as
inputs into the cash flow engine. Morningstar DBRS analyzed the
mortgage portfolio in accordance with its "European RMBS Insight:
UK Addendum".

-- The transaction's ability to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, Class
E, and Class X Notes according to the terms of the transaction
documents. Morningstar DBRS analyzed the transaction structure
using Intex DealMaker and considered additional sensitivity
scenarios of 0% conditional prepayment rate;

-- The sovereign credit rating of AA with a Stable trend on the UK
as of the date of this press release; and

-- The expected consistency of the transaction's legal structure
with Morningstar DBRS' "Legal Criteria for European Structured
Finance Transactions" methodology and the presence of legal
opinions that are expected to address the assignment of the assets
to the Issuer.

Notes: All figures are in British pound sterling unless otherwise
noted.

EVERTON: 777 Partners Takeover Uncertain After Airline Collapse
---------------------------------------------------------------
Richard Jolly at Independent reports that Everton's protracted
takeover by 777 Partners was brought into further doubt this week,
as an Australian budget airline owned by the American investment
firm fell into administration.

According to Independent, Bonza had its fleet of planes repossessed
by AIP Capital, which had provided financing services to 777, the
Miami-based company which has agreed to buy owner Farhad Moshiri's
94% stake in Everton.

It comes as 777 needs to raise funds to complete its takeover of
Everton, Independent notes.  As part of the Premier League's
conditions to approve the deal, 777 has to repay a GBP158 million
loan Moshiri took out with MSP Capital and two Merseyside
businessmen, Andy Bell and George Downing, Independent discloses.

The deadline for that loan fell two weeks ago but 777 agreed an
extension of "weeks, not months" and it has approached other
lenders, including the American credit provider Blue Sky Capital,
in an attempt to access the financing, Independent notes.

The Premier League also insisted that 777 had to deposit £60m in
an escrow account and convert its loans to the Merseyside club into
equity if it was to be permitted to complete the takeover,
Independent states.

So far, 777 has loaned Everton around GBP200 million to cover
running costs including the construction of their new stadium at
Bramley-Moore Dock, including a payment which arrived on
April 30, Independent relates.  For now, building work at the
GBP760 million ground is continuing, while staff at the club have
been paid, Independent notes.

With money coming in from season ticket sales for their final
campaign at Goodison Park and a guarantee of Premier League income
for next season after Sean Dyche's team secured safety, it is
thought Everton have the funds to cope in the short term, according
to Independent.

The Toffees have had a conversation with Teneo, a financial
advisory firm, about long-term debt restructuring to repay the
money needed to build the stadium, though the club have not engaged
them, Independent relays.  That meeting is understood to have been
planned before Bonza's sudden descent into administration and the
timing has been deemed coincidental, Independent notes.

However, it adds to the uncertainty surrounding the nine-time
champions of England, with Mr. Moshiri so far refusing to say if he
would fund the club were 777 to stop doing so, Independent states.
That could lead to the possibility of Everton going into
administration but that is not thought to be an immediate concern
at Goodison Park, Independent discloses.

MSP, which has security over the ground and some of Mr. Moshiri's
shareholding, would have the right to enforce that, if its loan was
not repaid, while there are reports other investors are interested
in the club, Independent says.


IRIS MIDCO: S&P Withdraws 'B-' Long-Term Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings has withdrawn its 'B-' long-term issuer credit
rating on IRIS Midco Ltd. at the company's request. The group has
fully repaid its old debt through a comprehensive refinancing
transaction. The outlook was stable at the time of the withdrawal.

The stable outlook at the time of the withdrawal indicated S&P's
expectation that IRIS will report sound operating performance in
financial year ending April 2024, such that the adjusted EBITDA
margin will improve to above 30% and free operating cash flow to
debt, excluding subordinated payment-in-kind notes, will improve to
about 4%, despite a higher cost of debt.


JME DEVELOPMENTS: Goes Into Administration
------------------------------------------
Northamptonshire Telegraph reports that the troubled developer of
Little Stanion has gone into administration.

According to Northamptonshire Telegraph, a bridging loan firm
called Alternative Bridging Corporation applied to the high court
on April 29 to appoint administrators to step in at JME
Developments Ltd -- the owners of Little Stanion.

It comes after two building supplies firms -- Huws Gray and
Ballycommon Services -- applied to the high court for a winding up
petition over two large unpaid debts, Northamptonshire Telegraph
relates.

JME told residents in a statement on April 11 that it would contest
that winding-up order. It said it was "business as usual",
Northamptonshire Telegraph notes.

The development has about 2,500 residents but many of the roads and
open spaces are incomplete and some home owners have experienced
difficulties in getting homes completed to an acceptable standard,
Northamptonshire Telegraph discloses.

North Northamptonshire Council told Northamptonshire Telegraph it
has been has been "monitoring the situation" since early April.

It now means local people will face serious uncertainty over the
completion of the estate, Northamptonshire Telegraph states.


LONDON CARDS 2: DBRS Finalizes CCC Rating on Class F Notes
----------------------------------------------------------
DBRS Ratings Limited finalized provisional credit ratings on the
following classes of notes issued by London Cards No. 2 plc (the
Issuer):

-- Class A Notes at AAA (sf)
-- Class B Notes at AA (sf)
-- Class C Notes at A (low) (sf)
-- Class D Notes at BBB (low) (sf)
-- Class E Notes at BB (low) (sf)
-- Class F Notes at CCC (sf)
-- Class X Notes at BB (high) (sf)

Morningstar DBRS did not rate the Class G or the Class Z VFN Notes
also issued in this transaction.

The Class A, Class B, Class C, Class D, Class E, Class F, Class G
and Class X Notes are collectively referred to as the Notes.

CREDIT RATING RATIONALE

The Notes (excluding the Class X Notes) are backed by a portfolio
of principal receivables under credit card agreements granted by
New Wave Capital Limited, trading as Capital on Tap (CoT or the
originator) to small and medium-size enterprises (SMEs) domiciled
in the United Kingdom of Great Britain and Northern Ireland (UK).
CoT is also the initial servicer with Equiniti Gateway Limited in
place as the backup servicer for the transaction.

The credit ratings are based on a review of the following
analytical considerations:

-- The transaction's capital structure, including form and
sufficiency of available credit enhancement to withstand stressed
cash flow assumptions and repay the Issuer's financial obligations
according to the terms under which the Notes are issued.

-- The credit quality of CoT's portfolio, the characteristics of
the collateral, its historical performance, and Morningstar DBRS'
expectation of charge-offs, monthly principal payment rate (MPPR),
and yield rates under various stress scenarios.

-- CoT's capabilities with respect to originations, underwriting,
and servicing.

-- An operational risk review of CoT, which Morningstar DBRS deems
to be an acceptable servicer.

-- The transaction parties' financial strength regarding their
respective roles.

-- The sovereign rating on the United Kingdom of Great Britain and
Northern Ireland, currently rated AA with a Stable trend by
Morningstar DBRS.

-- The consistency of the transaction's legal structure with
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" methodology.

TRANSACTION STRUCTURE

Morningstar DBRS understands that this transaction will be the only
note series intended out of the Issuer, as there are covenants and
restrictions limiting further financial indebtedness such as any
future issuance.

The transaction includes a scheduled 36-month revolving period.
During this period, additional receivables may be purchased and
transferred to the securitized pool, provided that the eligibility
criteria set out in the transaction documents are satisfied. The
revolving period may end earlier than scheduled if certain events
occur, such as the breach of a performance trigger or servicer
termination. The servicer may extend the scheduled revolving period
by up to 12 months. If the Notes (excluding the Class X Notes) are
not fully redeemed at the end of the scheduled revolving period,
the transaction will enter into an amortization period where the
Notes (except the Class X Notes) will be redeemed sequentially.

The transaction also includes a liquidity reserve funded by the
issuance proceeds of the Class X Notes and will be replenished in
the transaction's interest waterfalls up to the target amount of 1%
of the outstanding Notes amount (excluding the Class X and Class Z
VFN Notes) without a floor. The reserve is available to the Issuer
to cover the shortfalls in senior expenses; interest payments on
the Class A, Class B and Class C Notes; and Class A and Class B
loss makeup.

As the rated Notes carry floating-rate coupons based on the daily
compounded Sterling Overnight Index Average (Sonia), there is an
interest rate mismatch between the fixed-rate collateral and the
Sonia-based floating-rate rated Notes. While the potential risk is
to a certain degree mitigated by the excess spread and the
servicer's ability to increase the credit card contractual rates
during the revolving period, the transaction is exposed to the risk
of further interest rate hikes. Morningstar DBRS considered such
risk and sensitivity to further rapid interest rate hikes in its
analysis.

COUNTERPARTIES

Barclays Bank PLC (Barclays) is the account bank for the
transaction. Based on Morningstar DBRS' Long Term Issuer Rating of
'A' on Barclays and the downgrade provisions outlined in the
transaction documentation, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be commensurate
with the credit ratings assigned.

PORTFOLIO ASSUMPTIONS

The average MPPRs initially started at around 40% in 2017 with a
gradual decline to around 30% until April 2020. Since then, MPPRs
have been increasing quickly reaching a record high of more than
70% in November 2023. A more detailed analysis of borrower payment
behavior indicates an increasing percentage of customers that pay
off the balances in full each month (transactors) since April 2020.
This is consistent with the originator's strategy to focus on the
transactors and the SME nature of this portfolio where the
borrowers tend to pay off the balances more frequently to have the
credit limit available for working capital.

While recent MPPRs continue to be higher than the historical
levels, it remains to be seen if these levels are sustainable in
the current challenging macroeconomic environment of persistent
inflationary pressures and higher interest rates. After considering
historical data and trends, Morningstar DBRS elected to maintain
the expected MPPR at 28% after removing the interest collections
based on the expected transactor and revolver compositions and
respective MPPRs (100% for the transactors).

Portfolio yield includes interest income, fees, and interchange.
Given the corporate nature of the borrowers, the interest rate
charged on the cards varies substantially based on the perceived
credit risk and there is no regulatory constraint in respect of the
maximum rate or interchange on the cards. While the total yield
rates have been relatively stable between 35% and 40%, the
composition of interchange has been increasing due to the pivot on
transactors with a corresponding decline in finance charge yields.
Recognizing the trend and the historical percentages of transactors
and revolvers, Morningstar DBRS maintained the expected portfolio
yield at 35.5% based on the expected transactor and revolver
compositions and respective yields.

The reported charge-offs averaged around 15% until early 2020
before plummeting during the initial COVID-19 pandemic outbreak.
They have since gradually increased but remain below the
pre-pandemic levels in part because of the continued increasing
percentage of transactors in the portfolio. Based on the analysis
of historical trends and percentages of transactors and revolvers,
Morningstar DBRS maintained the expected portfolio charge-off rate
at 14.5% based on the expected transactor and revolver compositions
and respective charge-offs (nil for the transactors).

Morningstar DBRS elected to stress the asset performance
deterioration over a longer period for below investment grade
levels in accordance with the "Rating European Consumer and
Commercial Asset-Backed Securitizations" methodology.

Morningstar DBRS' credit ratings on the Notes addresses the credit
risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the related interest payment amounts and
the class balances.

Notes: All figures are in British pound sterling unless otherwise
noted.

LONDON WALL 2021-02: S&P Raises E-Dfrd Notes Rating to 'BB+ (sf)'
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on London Wall
Mortgage Capital PLC's series Fleet 2021-02's class B-Dfrd notes to
'AA+ (sf)' from 'AA- (sf)', C-Dfrd notes to 'AA- (sf)' from 'A-
(sf)', D-Dfrd notes to 'A- (sf)' from 'BBB (sf)', E-Dfrd notes to
'BB+ (sf)' from 'BB (sf)', X-Dfrd notes to 'BBB+ (sf)' from 'B-
(sf)', and S-Dfrd notes to 'BB+ (sf)' from 'B- (sf)'. At the same
time, S&P affirmed its 'AAA (sf)' rating on the class A notes.

The rating actions reflect the improved required credit coverage at
all rating levels since closing. The transaction amortizes
sequentially, with the notes' amortization resulting in build-up in
credit enhancement for the asset-backed notes. Furthermore, S&P has
seen high excess spread since closing, resulting in significant
paydown of the class X-Dfrd notes.

As of January 2024, total arrears remain low at 0.8%, below S&P's
buy-to-let (BTL) index.

The reserve fund remains at target and undrawn.

S&P said, "We applied our global RMBS criteria to our analysis of
this transaction. Since closing, our weighted-average foreclosure
frequency assumptions have slightly increased at all rating levels.
This reflects our increased adjustments for payment shock,
buy-to-let, geographic concentration and arrears, which are largely
offset by the seasoning benefit now being received by the pool and
the lower effective loan-to-value (LTV) ratio we used for our
foreclosure frequency analysis. The latter reflects 80% of the
original LTV ratio and 20% of the current LTV ratio.

"Our weighted-average loss severity assumptions decreased at all
rating levels, reflecting the updated house price index assumptions
used in our analysis."


Credit analysis results

             WAFF (%)  WALS (%)  CREDIT COVERAGE (%)

  AAA        20.60     47.14      9.71  

  AA         13.97     38.41      5.37

  A          10.57     25.26      2.67

  BBB         7.34     17.22      1.26

  BB          3.94     11.67      0.46

  B           3.18      6.92      0.22

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity


S&P said, "Our credit analysis results indicate lower required
credit coverage for all rating levels since closing. This is
reflected in our upgrades of the class B-Dfrd, C-Dfrd, D-Dfrd, and
E-Dfrd notes.

"Under our credit and cash flow analysis, the class B-Dfrd, C-Dfrd,
D-Dfrd, and E-Dfrd notes can withstand our stresses at higher
rating levels than those currently assigned.

"Our rating on the class B-Dfrd notes addresses payment of ultimate
interest and principal; interest on these notes can defer when they
are not the most senior class outstanding. We limited our upgrade,
considering the presence of interest deferral mechanisms which is,
in our view, inconsistent with the definition of a 'AAA' rating.

The B-Dfrd, C-Dfrd, and D-Dfrd notes have seen a build-up in credit
enhancement since closing and the transaction has benefited from a
high level of excess spread. However, these ratings also reflect
the uncertain macroeconomic outlook amid a cost-of-living crisis
and S&P's higher prepayments sensitivity testing given the high
concentration of loans reverting in 2026.

Considering all of these factors, S&P raised its ratings on the
class B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes.

The class X-Dfrd notes have paid down by GBP8 million since
closing. While they do not benefit from any hard credit
enhancement, total credit enhancement requirements are fully met
through soft credit enhancement (excess spread). Tail-end risk is
limited given this tranche's relatively short weighted-average
life. S&P said, "Our credit and cash flow results indicate that
these notes can withstand stresses at a higher rating level than
that previously assigned. We therefore raised our rating to 'BBB+
(sf)' from 'B- (sf)'. Although the rating remained robust to our
higher prepayments sensitivity testing, we limited our upgrade
considering the notes' relative position in the capital structure,
and because excess spread may decrease due to macroeconomic
factors."

Given the class S-Dfrd notes are paid down via excess spread once
the X-Dfrd notes have redeemed, the latter tranche's significant
paydown since closing means the class S-Dfrd notes can withstand
stresses at a higher rating level than that previously assigned.
S&P said, "We therefore raised our rating to 'BB+(sf)' from 'B-
(sf)'. Although the rating remained robust to our higher
prepayments sensitivity testing, we limited our upgrade considering
the notes' relative position in the capital structure, and because
excess spread may decrease due to macroeconomic factors. We also
considered the time horizon needed to assess excess spread
volatility."

S&P affirmed its rating on the class A notes. S&P's cash flow
results indicate that the available credit enhancement continues to
be commensurate with the assigned rating.

London Wall Mortgage Capital's series Fleet 2021-02 is a
transaction backed by a BTL mortgage pool of first-ranking
residential mortgages in England and Wales.


MARSTON ISSUER: Fitch Cuts B Notes Rating to B+, Outlook Now Stable
-------------------------------------------------------------------
Fitch Ratings has downgraded Marston's Issuer Plc's class B notes
to 'B+' from 'BB-'. The Outlook is Stable. Fitch has also affirmed
the class A notes at 'BB+' and revised the Outlook to Stable from
Negative.

   Entity/Debt                  Rating          Prior
   -----------                  ------          -----
Marston's Issuer
PLC

   Marston's Issuer
   PLC/Project Revenues
   - Senior Secured
   Debt/1 LT                LT BB+ Affirmed     BB+

   Marston's Issuer
   PLC/Project Revenues
   - Junior Secured
   Debt/2 LT                LT B+  Downgrade    BB-

RATING RATIONALE

The affirmation of the class A notes and revision of the Outlook
reflect the improved quality of tenanted and franchise pubs and
stable managed state, which combined with reducing cost pressure
allowed Marston's to improve cash generation. This resulted in an
improvement of the free cash flow debt service coverage ratios (FCF
DSCRs) to 2032 to around 1.3x from around 1.2x for the class A
notes under the Fitch rating case (FRC) relative to previous years'
projections and comfortably positions their rating at 'BB+'.

The downgrade of the class B notes reflects their subordinated
position in the capital structure, resulting in FCF DSCRs that have
consistently remained at the downgrade trigger threshold of
approximately 1.1x under its FRC, despite improved visibility of
performance recovery from pandemic shocks.

The debt structure is robust and benefits from the standard whole
business securitisation (WBS) legal and structural features and a
comprehensive covenant package.

KEY RATING DRIVERS

Sector in Structural Decline but Strong Culture: Industry Profile -
Midrange

The pandemic and its related containment measures had a material
impact on the UK's pub sector. Trade volumes are recovering,
although some uncertainties remain, especially amid high inflation
pressure on demand and profitability. The UK pub sector has a long
history, but trading performance for some assets showed significant
weakness even prior to the pandemic.

The sector has been in structural decline for the past three
decades due to demographic shifts, greater health awareness and the
growing presence of competing offerings. Exposure to discretionary
spending is high, and revenues are therefore linked to the broader
economy. Competition is keen, including off-trade alternatives, and
barriers to entry are low. Despite the ongoing contraction, Fitch
views the sector as sustainable in the long term, supported by a
strong UK pub culture.

Sub-KRDs - Operating Environment: Weaker, Barriers to Entry:
Midrange, Sustainability: Midrange

Hybrid Managed/Tenanted Model: Company Profile - Midrange

Marston's is one of several large operators of pubs and bars in the
UK, operating over 1,400 pubs and bars across the country. After
selling its brewing business to form a joint venture with Carlsberg
UK, Marston's is now a more focused pub operator. The company's
securitised perimeter consists of 905 tenanted and managed pubs
across the UK. The management team is experienced and has been
stable, despite the appointment of a new CEO in January 2024.

Fitch considers Marston's asset quality adequate and in line with
its peers. The company has previously had higher than covenant
level maintenance capex. Information shared by the company is
adequate.

Sub-KRDs: Financial Performance: Midrange; Company Operations:
Midrange; Transparency: Midrange; Dependence on Operator: Midrange;
Asset Quality: Midrange

Standard WBS Structure with Junior Back-Ended Amortisation: Debt
Structure - Midrange

All debt is fully amortising on a fixed schedule, eliminating
refinancing risk. The class A notes benefit from deferability of
the junior class B notes. Amortisation of the class B notes is
back-ended, and their interest-only period is substantial. The
notes are either fixed rate or fully hedged. The security package
is strong, with comprehensive first-ranking fixed and floating
charges over borrower assets. Class A is the senior ranking
controlling creditor, with the class B notes lower ranking,
resulting in a 'Midrange' assessment.

All standard WBS legal and structural features are present, and the
covenant package is comprehensive. The restricted payment condition
levels are standard, with 1.5x EBITDA DSCR and 1.3x FCF DSCR. The
liquidity facility is covenanted at 18 months' peak debt service.
All counterparties' ratings are at or above the rating of the
highest-rated notes. The issuer is an orphan bankruptcy-remote
special-purpose vehicle.

Sub-KRDs: Debt Profile: Class A 'Stronger'; Class B 'Midrange',
Security Package: Class A 'Stronger'; Class B 'Midrange',
Structural Features: Class A and B 'Stronger'.

Financial Profile

Under the FRC Fitch assumes recovery of both managed and tenanted
estates EBITDA by 2025. In the long term, the underlying assumption
is for marginally increasing EBITDA and marginally decreasing FCF.
This results in DSCRs of 1.3x and 1.1x for the class A and B notes,
respectively.

PEER GROUP

Marston's closest peers are hybrid pubco (managed and tenanted)
securitisations, such as Greene King Finance Plc and Spirit Issuer
Plc, and managed pubco securitisations such as Mitchells & Butlers
Finance Plc. Marston's managed and tenanted pubs generate roughly
equal EBITDA as of January 2024, which is less favourable as Fitch
considers a higher proportion of managed pubs to be a stronger
feature as they have greater transparency and control. Hybrid pubco
peer Greene King generates more than 70% through managed pubs,
while Spirit generates around 66%. The contribution per pub in
managed and tenanted estate of Marston's is slightly lower than
peers.

RATING SENSITIVITIES

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

Deterioration of the FRC-projected profile FCF DSCRs to
substantially below 1.2 x for the class A notes and towards 1.0x
for the class B notes could result in negative rating action.

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

Improvement of the FRC-projected profile FCF DSCRs to substantially
above 1.4x for the class A notes and 1.2x for the class B notes
could result in positive rating action.

TRANSACTION SUMMARY

The transaction is a securitisation of managed and tenanted pubs
operated by Marston's, comprising 264 managed pubs and 641 tenanted
pubs as at December 2023. The securitised pubs amount to 64% of
Marston's PLC's pub portfolio of 1,414 pubs.

CREDIT UPDATE

Marston's securitisation revenues in the financial year to
September 2023 (FY23) recovered to above pre-pandemic levels. Sales
were around GBP422 million, 103% of pre-pandemic levels in the same
period, despite the inflationary environment squeezing customers'
disposable income. However, Marston's profitability deteriorated
due to rising costs.

Wet-led pubs are leading revenues, and Marston's continues
re-designing its food offer with a simplified menu in an effort to
bring costs down and pass the price increases to end-customers
while not compromising guest satisfaction. In the short term, some
inflation will be mitigated by price increases, menu engineering or
operational productivity. The issue of high utility bills is
abating as energy prices decrease.

FINANCIAL ANALYSIS

In the updated FRC, Fitch assumes profitability will return to
pre-pandemic levels by 2025. In the long term (2026-2035), the
underlying assumption is marginally increasing EBITDA (CAGR of
+0.1%) and marginally decreasing FCF (CAGR of -0.1%). This reflects
cost pressures as well as changing consumer habits affecting the
pub industry. This results in FCF DSCRs for the class A and B notes
at 1.3x and 1.1x, respectively.

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.

SATUS 2024-1: S&P Assigns BB (sf) Rating to Class E-Dfrd Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Satus 2024-1
PLC's asset-backed floating-rate class A, B, C-Dfrd, D-Dfrd, and
E-Dfrd notes. At closing, the issuer also issued unrated class Z
notes.

The required liquidity reserve was funded through the unrated class
Z notes.

Satus 2024-1 is the second public securitization of U.K. auto loans
originated by Startline Motor Finance Ltd. (Startline), the seller.
S&P also rated the first securitization, Satus 2021-1 PLC, which
closed in November 2021.

Startline is an independent auto lender in the U.K., with a focus
on used-car financing for near-prime customers.

The underlying collateral comprises U.K. fixed-rate auto loan
receivables arising under hire purchase (HP) agreements and
personal contract purchase (PCP) agreements granted to private
borrowers resident in the U.K. for the purchase of used vehicles.
Given the presence of PCP contracts, the transaction is exposed to
residual value risk.

Collections will be distributed monthly with separate waterfalls
for interest and principal collections, and the notes amortize
fully sequentially from day one.

Only the class A and B notes have the support of the liquidity
reserve fund, which is sized at 1.45% of the aggregate outstanding
balance of the class A and B notes and amortizes as those notes'
principal balance is repaid, subject to a floor of 0.5% of the
original collateral balance prior to the full repayment of the
class B notes and 0.3% of the original collateral balance
thereafter (the senior reserve fund available amount). The seller
funded a liquidity reserve fund through the issuance of the class Z
notes. Prior to the repayment of the class B notes, the class
C-Dfrd, D-Dfrd, and E-Dfrd, notes will not benefit from the
liquidity reserve fund. Following the repayment of the class B
notes, the class C-Dfrd notes will benefit from the remaining
portion of the senior reserve fund, whereas the class D-Dfrd and
E-Dfrd notes will have the support of the liquidity reserve fund to
an amount set at 0.2% of the original collateral amount (the junior
reserve fund available amount).

A combination of note subordination, the cash reserves, and any
available excess spread provides credit enhancement for the rated
notes.

Commingling risk is mitigated by sweeping collections to the issuer
account within two business days, a declaration of trust over funds
in the collection account, and a minimum rating requirement and
remedies on the collection account bank.

The seller is not a deposit-taking institution, there are
eligibility criteria preventing loans to Startline employees from
being in the securitization, and Startline has not underwritten any
insurance policies for the borrowers. Therefore, in our view,
setoff risk is mitigated.

Startline remains the initial servicer of the portfolio. A moderate
severity and portability risk along with a low disruption risk do
not limit the maximum potential ratings on the notes in the absence
of a back-up servicer. Following a servicer termination event,
including insolvency of the servicer, the back-up servicer,
Equiniti Gateway Ltd., will assume servicing responsibility for the
portfolio. S&P's operational risk criteria do not constrain its
ratings on the notes.

The assets pay a monthly fixed interest rate, while the rated notes
receive compounded daily Sterling Overnight Index Average (SONIA)
plus a margin subject to a floor of zero. To mitigate fixed-float
interest rate risk, the notes benefit from an interest rate swap.

Interest due on all classes of notes, other than the most senior
class of notes outstanding, is deferrable under the transaction
documents, and nonpayment of interest on the junior notes does not
result in an event of default. Once a class becomes the most
senior, current interest is due on a timely basis, while any
outstanding deferred interest is due either at the maturity date or
when the relevant class of notes is repaid.

However, although interest can be deferred on the class B notes
while the class A notes are outstanding, S&P's ratings on the class
A and B notes address timely receipt of interest and ultimate
repayment of principal. These classes of notes have the support of
the liquidity reserve fund while they are outstanding, thereby
mitigating any liquidity stress that may arise from a temporary
disruption in collections.

In contrast, the class C-Dfrd to E-Dfrd notes do not have any
liquidity support until after the class B notes are repaid, and the
timely payment of interest on those classes of notes could be
affected by a temporary disruption in collections prior to the
class B notes being repaid. Therefore, our ratings address the
ultimate payment of interest and principal on class C-Dfrd to
E-Dfrd notes.

The transaction also features a clean-up call option, whereby on
any interest payment date (IPD) when the outstanding principal
balance of the rated notes is less than 10% of the initial
principal balance, the seller may repurchase all receivables,
provided the issuer has sufficient funds to meet all the
outstanding obligations. Furthermore, the issuer may also redeem
all classes of notes at their outstanding balance together with
accrued interest on any IPD on or after the optional redemption
call date in April 2027.

S&P said, "Our ratings on the notes are not constrained by our
structured finance sovereign risk criteria. The remedy provisions
at closing adequately mitigate counterparty risk in line with our
counterparty criteria. We have reviewed the legal opinions, which
provide assurance that the sale of the assets would survive the
insolvency of the seller."

  Ratings

  CLASS      RATING*    AMOUNT (MIL. GBP)

  A          AAA (sf)     332.4

  B          AA (sf)       49.1

  C-Dfrd     A (sf)        40.1

  D-Dfrd     BBB (sf)      13.4

  E-Dfrd     BB (sf)       11.2

  Z          NR           5.532

*S&P's ratings on the class A and B notes address the timely
payment of interest and ultimate payment of principal, while those
assigned to the class C-Dfrd, D-Dfrd, and E-Dfrd notes address the
ultimate payment of interest and principal.
NR--Not rated.


SATUS PLC 2024-1: Moody's Assigns B1 Rating to GBP11.2MM E Notes
----------------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Satus 2024-1 plc:

GBP332.4M Class A Asset-Backed Floating Rate Notes due 2031,
Definitive Rating Assigned Aaa (sf)

GBP49.1M Class B Asset-Backed Floating Rate Notes due 2031,
Definitive Rating Assigned Aa3 (sf)

GBP40.1M Class C Asset-Backed Floating Rate Notes due 2031,
Definitive Rating Assigned Baa3 (sf)

GBP13.4M Class D Asset-Backed Floating Rate Notes due 2031,
Definitive Rating Assigned Ba2 (sf)

GBP11.2M Class E Asset-Backed Floating Rate Notes due 2031,
Definitive Rating Assigned B1 (sf)

Moody's has not assigned a rating to GBP5.3M Class Z Asset-Backed
Notes due May 2031.

RATINGS RATIONALE

The Notes are backed by a static pool of UK auto loans originated
by Startline Motor Finance Limited ("Startline", NR). This
represents the third issuance Moody's rate that is sponsored by
Startline. The originator will also act as the servicer of the
portfolio during the life of the transaction.

The portfolio of assets amount to approximately GBP 446.2 million
as of March 31, 2024 pool cut-off date. The total credit
enhancement for the Class A Notes will be 26.7%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio, the significant excess
spread and counterparty support through the back-up servicer
(Equiniti Gateway Ltd (NR)), interest rate hedge provider (J.P.
Morgan SE (Aa1(cr)/P-1(cr)) and independent cash manager U.S. Bank
Global Corporate Trust Limited, a subsidiary of U.S. Bank National
Association (Aa3/(P)P-1; A1(cr)/P-1(cr)). The transaction benefits
from the senior reserve fund which is fully funded at closing and
will be available to cover liquidity shortfalls on senior expenses,
Class A, Class B Notes interest (subject to a Class B PDL
condition), and Class C Notes interest (when they become the most
senior Class). In addition, the transaction will also benefit from
the junior reserve fund which will be funded at 0.2% of the closing
pool balance after the redemption of Class B Notes and would serve
as liquidity support for senior expenses, Class D and Class E Notes
subject to them being the most senior Class. However, Moody's notes
that the transaction features some credit weaknesses such as
residual value ("RV") risk from PCP contracts. However, the RV risk
is partly mitigated by the significant excess spread in the
transaction.

The portfolio of underlying assets consists of hire purchase
agreements and personal contract purchase ("PCP") agreements
distributed through dealers to private individuals to finance the
purchase of used cars. As of March 31, 2024, the portfolio consists
of 49,369 auto finance contracts to 49,369 borrowers with a
weighted average seasoning of 13.3 months. The transaction has a
total exposure to RV risk of 20.2% of total principal cash flows.

Moody's determined the portfolio lifetime expected defaults of 10%,
expected recoveries of 45% and Aaa portfolio credit enhancement
("PCE") of 31% related to borrower receivables. The expected
defaults and recoveries capture Moody's expectations of performance
considering the current economic outlook, while the PCE captures
the loss Moody's expect the portfolio to suffer in the event of a
severe recession scenario. Expected defaults and PCE are parameters
used by Moody's to calibrate its lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in the cash flow model to rate Auto
ABS.

Portfolio expected defaults of 10% are higher than the EMEA Auto
ABS average and are based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historical
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

Portfolio expected recoveries of 45% are higher than the EMEA Auto
ABS average and are based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historical
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 31% is higher than the EMEA Auto ABS average and is based on
Moody's assessment of the pool which is mainly driven by: (i) the
relative ranking to originator peers in the EMEA market, and (ii)
the weighted average original loan-to-value of 93.6% which is worse
than the sector average. The PCE level of 31.0% results in an
implied coefficient of variation ("CoV") of 44.1%.

Residual value risk credit enhancement ("RV CE")

Moody's expects a decline in the market prices of used cars in the
event of a severe recession environment. The sum of the RV CE and
PCE, as described above, determines the total credit enhancement
that is needed to be consistent with the rating for each Class of
Notes.

In deriving the RV CE, Moody's assumes a haircut to the portfolios
forecasted used car prices of 40% for the Aaa (sf) rated Notes, and
a haircut for each Class of rated Notes taking into account: (i)
robustness of RV setting, (ii) track record of car sales, and (iii)
diversification of brands in the RV portfolio. The haircuts are in
line with the EMEA Auto ABS average.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
November 2023.

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

Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions and (b) the risk
of increased swap linkage due to a downgrade of the swap
counterparty ratings; and (ii) economic conditions being worse than
forecast resulting in higher arrears and losses.

SGS: Completes Reorganization of Finances After Administration
--------------------------------------------------------------
Kristy Dorsey at Glasgow Times reports that the owner of Braehead
Shopping Centre near Glasgow has completed a "landmark"
reorganisation of its finances that will allow the business to
return to standard governance and management after falling into
administration in June 2020.

According to Glasgow Times, SGS, the group that also owns Atria
Watford, the Lakeside in Essex, and the Victoria Centre in
Nottingham, has completed a recapitalisation of its portfolio that
includes GBP445 million of new financing from Lloyds Bank.  This is
made up of a GBP395 million senior term loan and a GBP50 million
capital expenditure facility, Glasgow Times notes.

The group, previously known as Intu SGS, has been controlled by its
creditors since Intu collapsed into administration under the weight
of its debts during the Covid pandemic, Glasgow Times states.  SGS
separated from Intu Properties with AlixPartners appointed to an
executive management and board role, Global Mutual brought in as
asset manager, and Savills as property manager, Glasgow Times
recounts.

The residual GBP1.3 billion of SGS debt not repaid from the
transaction has been exchanged into equity or equity-like
equivalents, Glasgow Times discloses.  The deal has received
support from 100% of creditors, Glasgow Times notes.

According to Glasgow Times, as part of the deal, a new SGS board
will be appointed with Jaap Tonckens, former group chief financial
officer of Unibail-Rodamco-Westfield, joining as non-executive
chairman.

SGS, as cited by Glasgow Times, said occupancy across its four
shopping centres increased to 93% in December 2023, with more than
300 new long-term leases signed since Global Mutual's appointment.
Rental income rose by 22% to GBP80.5 million during the six months
to the end of December, Glasgow Times states.

The refinancing follows a number of store upgrades at Braehead,
including health and wellbeing brand Holland & Barrett, lingerie
retailer Ann Summers, and bakery chain Greggs, Glasgow Times
relays.

Steve Gray, head of European retail asset management at Global
Mutual, said the group works closely with its tenants to ensure the
offering remains "fresh and compelling" for guests, according to
Glasgow Times.


TAURUS 2021-4: Fitch Hikes Rating on Class F Notes to 'BBsf'
------------------------------------------------------------
Fitch Ratings has upgraded Taurus 2021-4 UK DAC's notes; as
detailed below

   Entity/Debt             Rating         Prior
   -----------             ------         -----
Taurus 2021-4 UK DAC

   C XS2368105008      LT AAAsf Upgrade   A-sf
   D XS2368114505      LT A+sf  Upgrade   BBB-sf
   E XS2368115494      LT BB+sf Upgrade   BB-sf
   F XS2368118167      LT BBsf  Upgrade   B+sf

TRANSACTION SUMMARY

At origination Taurus 2021-4 UK DAC financed two commercial
mortgage term loans (Fulham and United VI) totalling GBP848.4
million, advanced by Bank of America Europe Designated Activity
Company (the originator) to entities related to Blackstone Real
Estate Partners. Collateral for the loans comprises a portfolio of
mostly UK industrial properties. The originator retained at least
5% of the securitised debt in the form of an issuer loan that is
pari passu with the notes.

Following prepayment in full of the Fulham Senior Loan on 13
February 2024, GBP581.4 million was applied against the notes in
February 2024. Principal repayment proceeds were applied 50%
sequentially and 50% pro rata, resulting in the redemption of the
class A and B notes, alongside significant note de-leveraging of
all bar the first loss class. The notes are now secured solely by
the United Loan.

KEY RATING DRIVERS

Material Deleveraging Event: The weighting to sequential pay for
Fulham meant its repayment in full has increased credit enhancement
for the class C, D and E notes driving their upgrades.

Improved Performance: The remaining assets (all industrial) have
demonstrated steady rental growth as well as sustained low vacancy
(2.6% by estimated rental value; ERV). Contractual rent has
increased by 8% compared with the last rating action on a
like-for-like basis. Recent leasing activity reflects growth in ERV
in secondary industrial markets in north-west England. This has
driven the upgrade of the class F notes (and supported the others)
despite above-trend rental value growth being counteracted by
rising rental value decline assumptions in all its rating cases.

Disposal Risk: After 35% of the United loan has been repaid,
principal distributions will switch from pro rata to sequential,
mitigating adverse selection risk from United property disposals,
which is consequently only a rating constraint for the class E and
F notes.

Reduced Liquidity Support: Repayment of the class A and B notes has
led to a reduction in the liquidity facility from GBP16.8 million
to GBP1.9 million, which Fitch stills view as adequate to support
timely interest on the class C notes (for which liquidity is
exclusively available). Lacking liquidity coverage, if the class D,
E or F notes became senior and therefore non-deferable, they would
be exposed to payment interruption risk, which warrants a 'A+sf'
rating cap.

RATING SENSITIVITIES

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

- Contraction in demand, which leads to lower rents or higher
vacancy in the portfolio

The change in ratings implied by model outputs with cap rate
assumptions 1pp higher:

'AAAsf' / 'A+sf' / 'BB-sf' / 'B+sf'

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

- Improvement in portfolio performance led by rent increases and
decline in vacancy

The change in ratings implied by model outputs with cap rate
assumptions 1pp lower:

'AAAsf' / 'A+sf'/ 'BBBsf' / 'BBBsf'

Key property assumptions (weighted by net ERV)

ERV: GBP25.1 million

'Bsf' WA cap rate: 5.0%

'Bsf' WA structural vacancy: 13.2%

'Bsf' WA rental value decline: 25.5%

'BBsf' WA cap rate: 5.8%

'BBsf' WA structural vacancy: 14.7%

'BBsf' WA rental value decline: 25.8%

'BBBsf' WA cap rate: 6.8%

'BBBsf' WA structural vacancy: 16.5%

'BBBsf' WA rental value decline: 26.0%

'Asf' WA cap rate: 7.8%

'Asf' WA structural vacancy: 18.2%

'Asf' WA rental value decline: 26.2%

'AAsf' WA cap rate: 8.2%

'AAsf' WA structural vacancy: 19.7%

'AAsf' WA rental value decline: 26.5%

'AAAsf' WA cap rate: 8.6%

'AAAsf' WA structural vacancy: 21.5%

'AAAsf' WA rental value decline: 27.0%

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

Taurus 2021-4 UK DAC

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.

Prior to the transaction closing, 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.

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

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.

UNIVERSAL INSURANCE: A.M. Best Affirms B(Fair) FS Rating
--------------------------------------------------------
AM Best has affirmed the Financial Strength Rating of B (Fair) and
the Long-Term Issuer Credit Rating of "bb" (Fair) of Universal
Insurance Company (Guernsey) Limited (UIC) (Guernsey). The outlook
of these Credit Ratings (ratings) is negative.  

The ratings reflect UIC's balance sheet strength, which AM Best
assesses as adequate, as well as its strong operating performance,
very limited business profile and marginal enterprise risk
management (ERM).

The negative outlooks reflect pressures on UIC's creditworthiness
driven by the uncertainty in its strategic direction as its
ultimate parent, Universal Holdings (Guernsey) Limited (UHL),
restructures its operations, which led to elevated financial
leverage for the group at the end of 2023.

UIC's balance sheet strength is underpinned by its risk-adjusted
capitalization, as measured by Best's Capital Adequacy Ratio
(BCAR), which has returned to the strongest level at the fiscal
year-end 30 June 2023. AM Best expects UIC's BCAR scores to remain
comfortably in excess of the minimum required for the strongest
assessment, with good internal capital generation strengthening its
capital base, which significantly reduced following the payment of
a GBP 8 million extraordinary dividend in July 2022 to UHL. A
partially offsetting factor is UIC's very small capital base of GBP
3.2 million at fiscal year-end 30 June 2023, which heightens the
sensitivity of its balance sheet strength to any shocks. UIC's
balance sheet strength assessment also considers the negative
impact of its holding company, UHL, which has elevated financial
leverage.

Since its creation in 2014, UIC has achieved strong operating
profitability. The company has reported a five-year (2019-2023)
weighted average return-on-equity ratio of 32.4%. Earnings are
derived primarily from excellent underwriting profitability,
reflected in a five-year weighted average combined ratio of 21.3%,
whilst the conservative and highly liquid investment portfolio
produces modest albeit stable returns.

UIC's underwriting book of business is highly concentrated, as it
writes only ancillary motor business in a single territory. In
addition, AM Best views UIC's business model to be vulnerable to
potential changes in the U.K. retail motor market.

AM Best considers UIC's ERM framework to be evolving. The marginal
ERM assessment factors in the elevated risk profile stemming from
UIC's business model, which encompasses significant concentration
risk.






===============
X X X X X X X X
===============

[*] BOOK REVIEW: Charles F. Kettering: A Biography
--------------------------------------------------
Author:     Thomas Alvin Boyd
Publisher:  Beard Books
Softcover:  280 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587981335/internetbankrupt  

Charles Kettering was born on a farm in northern Ohio in 1876.  He
once said, "I am enthusiastic about being an American because I
came from the hills in Ohio.  I was a hillbilly.  I didn't know at
that time that I was an underprivileged person because I had to
drive the cows through the frosty grass and stand in a nice warm
spot where a cow had lain to warm my (bare) feet.  I thought that
was wonderful.  I walked three miles to the high school in a little
village and I thought that was wonderful, too.  I thought of all
that as opportunity.  I didn't know you had to have money.  I
didn't know you had to have all these luxuries that we want
everybody to have today."

Charles Kettering is the embodiment of the American success story.
He was a farmer, schoolteacher, mechanic, engineer, scientist,
inventor and social philosopher.  He faced adversity in the form of
poor eyesight that plagued him all his life.  He was forced to drop
out of college twice due to his vision before completing his
electrical engineering degree.

Kettering went on to become a leading researcher for the U.S.
automotive industry.  His company, Dayton Engineering Laboratories,
Delco, was eventually sold to General Motors and became the
foundation for the General Motors Research Corporation of which
Kettering became vice president in 1920.  He is best remembered for
his invention of the all-electric starting, ignition and lighting
system for automobiles, which replaced the crank.  It first
appeared as standard equipment on the 1912 Cadillac.

Kettering held more than 300 patents ranging from a portable
lighting system, Freon, and a World War I "aerial torpedo," to a
device for the treatment of venereal disease and an incubator for
premature infants. He conceived the ideas of Duco paint and ethyl
gasoline, pursued the development of diesel engines and solar
energy, and was a pioneer in the application of magnetism to
medical diagnostic techniques.

This book shows the wisdom and common sense of Kettering's approach
to engineering and life.  It received favorable reviews when was
first published in 1957.  The New York Times called it an
"old-fashioned narrative biography, written in clean, straight-line
prose-no nuances, no overtones, but with enough of Kettering's
philosophy and aphorisms, his tang and humor, to convey his
personality."  The New York Herald Tribune Book Review said,
"(t)his lively book is particularly successful in its reflection of
Kettering's restless, searching mind and tough persistence."

Kettering once showed a passing tramp the "fun" of digging holes
properly and gave him a job.  The man, then promoted to foreman,
later told Kettering, "(i)f only years ago someone had taught me
how much fun it is to work, when a fellow tries to do good work, I
would never have become the bum I was."  Kettering once advised,"
whenever a new idea is laid on the table it is pushed at once into
the wastebasket. (i)f your idea is right, get to that wastebasket
before the janitor.  Dig your idea out and lay it back on the
table.  Do that again and again and again.  And after you have
persisted for three or four years, people will say 'Why, it does
begin to look as through there is something to that after all.'"

Charles Kettering died on November 24, 1958.

Thomas Alvin Boyd was a chemical engineer and a member of Charles
Kettering's research staff for more than 30 years.



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

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