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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 24, 2024, Vol. 25, No. 105

                           Headlines



B E L G I U M

MDXHEALTH SA: Raises Going Concern Doubt


G E R M A N Y

REVOCAR 2020: Fitch Lowers Rating on Class D Notes to BB
REVOCAR 2020: S&P Affirms 'BB-(sf)' Rating on Class D-Dfrd Notes


I R E L A N D

ARBOUR CLO XI: Fitch Assigns 'B-(EXP)' Rating on Class F-R Notes
INVESCO EURO XII: Fitch Assigns 'B-(EXP)' Rating on Class F Notes
NORTH WESTERLY VIII 2024: S&P Assigns Prelim B- Rating on F Notes


I T A L Y

BUSINESS INTEGRATION: S&P Rates New Senior Secured Notes 'B'


L A T V I A

AIR BALTIC: S&P Upgrades ICR to 'B+', Off CreditWatch Positive


L U X E M B O U R G

BEFESA: S&P Lowers Issuer Credit Rating to 'BB', Outlook Stable


N E T H E R L A N D S

COMPACT BIDCO: S&P Lowers ICR to 'SD' on Missed Coupon Payment


N O R W A Y

AUTOSTORE HOLDINGS: S&P Upgrades ICR to 'BB-', Outlook Stable


P O R T U G A L

EDP SA: S&P Assigns 'BB+' Rating on New Hybrid Instruments


R U S S I A

ALMALYK MINING: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


T U R K E Y

GOLDEN GLOBAL: Fitch Assigns 'CCC+' LongTerm IDR


U N I T E D   K I N G D O M

ALLWYN ENTERTAINMENT: Fitch Gives BB-(EXP) Rating on $450MM Loan
ALLWYN ENTERTAINMENT: S&P Rates New $450MM Term Loan 'BB'
AUBURN 15: Fitch Assigns 'B+sf' Final Rating on Class F Notes
BENS CREEK: Set to Appoint Administrators
EVEREST ISLE: To Enter Voluntary Liquidation

EXMOOR FUNDING 2024-1: Moody's Assigns (P)B2 Rating to Cl. F Notes
F.A.GILL.LIMITED: Goes Into Administration
HELIOS TOWERS: Fitch Alters Outlook on B+ LongTerm IDR to Positive
HOW DEVELOPMENT 2: Collapses Into Administration
LIOPA: Enters Liquidation, Owes GBP921,475 to Creditors

MERCIAN CYCLES: To Enter Voluntary Liquidation, Ceases Trading
PIONEER UK: S&P Rates New $60MM First Lien Term Loan 'B-'
REMARKABLE VENTURES: Lonsdale Terrace Up for Sale After Collapse


X X X X X X X X

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

                           - - - - -


=============
B E L G I U M
=============

MDXHEALTH SA: Raises Going Concern Doubt
----------------------------------------
MDxHealth SA disclosed in its Audited Consolidated Financial
Statements for the Years Ended December 31, 2023 and 2022, that
there is substantial doubt about its ability to continue as a going
concern.

According to the Company, it experienced net losses and significant
cash used in operating activities since its inception in 2003, and
as of December 31, 2023, had an accumulated deficit of $331.4
million, a net loss of $43.1 million, and net cash used in
operating activities of $21.5 million. Management expects the
Company to continue to incur net losses and have significant cash
outflows for at least the next 12 months. While these conditions,
among others, could raise doubt about its ability to continue as a
going concern, its consolidated financial statements have been
prepared assuming that the Company will continue as a going
concern.

As of December 31, 2023, the Company had cash and cash equivalents
of $22.4 million. On May 1, 2024, the Company closed a $100 million
loan and security agreement with funds managed by OrbiMed Advisors
LLC. The Company drew down $55 million from this loan, replacing
its existing $35 million debt facility with Innovatus. Taking into
account the above financial situation and on the basis of the most
recent business plan including the Company's expected ability to
access additional cash through debt, equity, or other means, the
Company believes that it has sufficient cash to be able to continue
its operations for at least the next 12 months, and accordingly has
prepared the consolidated financial statements assuming that it
will continue as a going concern. The Company's assessment is based
on forecasts and projections within management's most recent
business plan as well as the Company's expected ability to meet the
conditions and covenants as part of the OrbiMed credit facility as
well as to access additional cash through debt, equity or other
means, for which at the current moment a material uncertainty
exists that casts substantial doubt on the Company's ability to
continue as a going concern. The Company also believes the going
concern assumption is justified based on its ability to realize
cost savings in case it will not be successful in raising
additional cash through debt, equity or other means.

A full-text copy of the Company's report filed on Form 6-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/4a5r5rcb

                         About MDxHealth

Herstal, Belgium-based MDxHealth is a commercial-stage precision
diagnostics company committed to providing non-invasive, clinically
actionable and cost-effective urologic solutions to improve patient
care.

As of December 31, 2023, the Company has $129.1 million in total
assets and $121.9 million in total liabilities.




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

REVOCAR 2020: Fitch Lowers Rating on Class D Notes to BB
--------------------------------------------------------
Fitch Ratings has upgraded RevoCar 2020 UG's (Haftungsbeshraenkt)
class B notes and removed them from Rating Watch Positive (RWP).
Fitch has also downgraded the class C and D notes and affirmed the
class A notes as detailed below. The rating actions follow the
transaction's restructuring.

   Entity/Debt              Rating            Prior
   -----------              ------            -----
RevoCar 2020 UG
(haftungsbeschraenkt)

   A XS2181028916       LT AAAsf  Affirmed    AAAsf
   B XS2181029302       LT AA-sf  Upgrade     A+sf
   C XS2181029641       LT BBB+sf Downgrade   A-sf
   D XS2181030813       LT BBsf   Downgrade   BBB-sf

TRANSACTION SUMMARY

The transaction is a securitisation of auto loan receivables
originated by non-captive Bank11 Privatkunden und Handel Gmbh. The
revolving period has been extended again by four more years with
this restructuring, having already been extended by two years in
2022.

The transaction features standard amortising (EvoClassic) and
balloon loans (EvoSmart). Bank11 also previously originated
EvoSuperSmart loans, which were balloon loans with special
features. Bank11 discontinued origination of this product in 2021
so Fitch expects the already low remaining share of these loans to
be completely replaced by standard balloon loans by the end of the
revolving period.

KEY RATING DRIVERS

Performance Deterioration Reflected: Fitch assumes a default base
case of 1.5%, above that of most recent historical vintages,
considering moderate performance deterioration in Bank11's book
during the additional four years of revolving period, as reflected
by increased arrears and defaults over the last two years.

Fitch expects Bank11's stricter underwriting since 2022, the robust
labour market with real wage growth in Germany as well as the
strong performance of other Fitch-rated RevoCar transactions to
support performance. Fitch applies a 'AAAsf' multiple of 7.5x,
considering the prolonged revolving period of four more years,
among other things.

Sub-pool Risks Limited: When setting its base case, Fitch has
accounted for some potential migration towards the more risky
sub-pools used cars and balloon loans. Fitch considers the risk of
a significant migration towards high loan-to-value loans (LTV)
above 110% during the revolving period as limited, considering this
bucket's steady share in the book and transaction pool, which has
been below 5% since RevoCar 2020 closed.

Prepayments Exposed to Commingling Risk: All scheduled payments are
remitted to the issuer's accounts daily, but prepayments are
transferred monthly. A commingling reserve does not fully cover the
risk of these collections commingling. Fitch incorporated potential
losses by deducting the exposed amount of 1.3% of the asset balance
from the receivables balance, incorporating potential migration of
the pool to a longer weighted average life at the end of the
revolving period similar to that at closing.

Updated Rating Cap: An amortising liquidity reserve is available to
cover senior expenses and class A interest payments. However, it is
only available in case of a servicer termination event, which is a
weaker set-up than for peer transactions. The reserve does not
cover interest payments on junior notes, capping these notes at a
maximum achievable rating of 'AA+'sf (previously 'A+sf') following
the update of its Global Structured Finance Criteria. Consequently,
Fitch has upgraded the class B notes and removed them from RWP.

Counterparty Replacement Procedures Adequate: Servicer continuity
risks are adequately reduced with servicer replacement conditions
clearly defined. Account bank and swap counterparty downgrade risks
are adequately reduced with triggers and replacement procedures in
line with its criteria.

RATING SENSITIVITIES

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

Auto performance will not be immune to inflationary pressures on
household finances and slightly increasing unemployment in 2024.
Fitch sees the outlook for EMEA auto ABS asset performance as
deteriorating. However, Fitch believes that the importance of car
ownership and the overall prime borrower quality remain strong
performance differentiators for auto-lease transactions.

Expected impact of increased defaults on the notes' ratings (class
A/B/C/D):

Current ratings: 'AAAsf'/'AA-sf'/'BBB+sf'/'BBsf'

Increase default rate by 10%: 'AAAsf'/'A+sf'/'BBB+sf'/'BB-sf'

Increase default rate by 25%: 'AAAsf'/'Asf'/'BBBsf'/'B+sf'

Increase default rate by 50%: 'AA+sf'/'A-sf'/'BBB-sf'/'Bsf'

Expected impact of decreased recoveries on the notes' ratings
(class A/B/C/D):

Reduce recovery rates by 10%: 'AAAsf'/'AA-sf'/'BBB+sf'/'BBsf'

Reduce recovery rates by 25%: 'AAAsf'/'AA-sf'/'BBB+sf'/'BB+sf'

Reduce recovery rates by 50%: 'AAAsf'/'A+sf'/'BBBsf'/'B+sf'

Expected impact of increased defaults and decreased recoveries on
the notes' ratings (class A/B/C/D):

Increase default rates by 10% and decrease recovery rates by 10%:
'AAAsf'/'A+sf'/'BBB+sf'/'BB-sf'

Increase default rates by 25% and decrease recovery rates by 25%:
'AA+sf'/'Asf'/'BBB-sf'/'B+sf'

Increase default rates by 50% and decrease recovery rates by 50%:
'AA-sf'/'BBBsf'/'BBsf'/'B-sf'

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

Positive rating action may result from lower defaults and smaller
losses than assumed, leading to less negative lifetime excess
spread.

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

RevoCar 2020 UG (haftungsbeschraenkt)

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.

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

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.

Prior to the transaction closing, Fitch conducted a review of a
small targeted sample of the originator's origination files and
found the information contained in the reviewed files to be
adequately consistent with the originator's policies and practices
and the other information provided to the agency about the asset
portfolio.

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.


REVOCAR 2020: S&P Affirms 'BB-(sf)' Rating on Class D-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its 'AAA (sf)', 'A (sf)', 'BBB (sf)',
and 'BB- (sf)' credit rating on Revocar 2020 UG
(Haftungsbeschraenkt)'s class A, B-Dfrd, C-Dfrd, and D-Dfrd notes,
respectively.

S&P said, "While our rating on the class A notes addresses the
timely payment of interest and the ultimate payment of principal,
our ratings on the class B-Dfrd to D-Dfrd notes address the
ultimate payment of principal and the ultimate payment of interest.
Furthermore, there is no compensation mechanism that would accrue
interest on deferred interest in this transaction.

"The affirmations follow our review of the transaction's
performance and the application of our current criteria; they also
reflect our assessment of the payment structure according to the
transaction documents.

"We have also taken into account certain amendments to the
transaction documentation."

The main changes are:

-- A four-year extension of the revolving period;

-- The corresponding extension of the legal final maturity to June
2041 from June 2037;

-- The updating of the minimum thresholds for a principal
deficiency event for the class C notes to EUR32 million, class D
notes to EUR23 million, and class E notes to EUR19 million;

-- The removal from the pool eligibility criteria of the
requirement that at least 30% of loans should be backed by new
vehicles and that at least 35% of loans should be amortizing
("EvoClassic") loans;

-- The addition of early amortization events if the cumulative
loss ratios reach 1.5% from month 49 to month 60 after closing,
1.8% from month 61 to month 72 after closing, 2.1% from month 73 to
month 84 after closing, and 2.4% from month 85 to month 96 after
closing; and

-- A reduction of the commingling reserve.

-- The transaction closed in June 2020. Its revolving phase was
originally scheduled to end in June 2024 and has been extended by
four years to June 2028. The notes will also mature four years
later; the maturity date has been postponed to 2041 from 2037.

S&P said, "We have analyzed credit risk under our global auto ABS
criteria, using the transaction's historical gross loss data. In
our view, RevoCar 2020 has shown stable asset performance, with
cumulative gross losses generally performing better than we assumed
at closing. As a result, we have decreased our weighted-average
base-case gross loss assumption to 2.00% from 2.55%. At the same
time, we increased our multiples by 0.1 at the 'AAA', 'AA', and 'A'
rating levels. However, at speculative-grade rating levels, we
reduced our multiples by 0.15, in recognition of the originator's
good historical performance and long track record."

  Table 1

  Credit assumptions

  PARAMETER                          CURRENT

  Gross loss base case (%)           2.00

  Gross loss multiple ('AAA')        4.9

  Gross loss multiple ('A')          2.9

  Gross loss multiple ('BBB')        1.9

  Gross loss multiple ('BB-')        1.4

  Recoveries base case (%)           40

  Recoveries haircut ('AAA') (%)     45

  Recoveries haircut ('A') (%)       26.3

  Recoveries haircut ('BBB') (%)     21.3

  Recoveries haircut ('BB-') (%)     14.6

  Stressed recovery rate ('AAA')     22

  Stressed recovery rate ('A')       29.5

  Stressed recovery rate ('BBB')     31.5

  Stressed recovery rate ('BB-')     34.2

  Balloon loss ('AAA') (%)           9.0

  Balloon loss ('A') (%)             4.4

  Balloon loss ('BBB') (%)           2.6

  Balloon loss ('BB-') (%)           N/A

  N/A--Not applicable.


S&P said, "Our operational and legal analysis is unchanged since
closing. We consider that the transaction documents adequately
mitigate the transaction's exposure to counterparty risk through
the transaction bank account provider (The Bank of New York Mellon,
Frankfurt Branch) up to a 'AAA' rating.

"In our cash flow analysis, we also considered the reduction of the
funded commingling reserve amount, which has been decreased to 10%
from 25% of the scheduled interest and principal collections of the
succeeding month. We tested several sensitivities to address the
amortizing feature of the commingling reserve.

"Our analysis indicates that the available credit enhancement for
the class A, B-Dfrd, C-Dfrd, and D-Dfrd notes is sufficient to
withstand the credit and cash flow stresses that we apply at the
'AAA', 'A', 'BBB', and 'BB-' rating levels, respectively."




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

ARBOUR CLO XI: Fitch Assigns 'B-(EXP)' Rating on Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned Arbour CLO XI DAC reset notes expected
ratings.

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

   Entity/Debt            Rating           
   -----------            ------           
Arbour CLO XI DAC

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

TRANSACTION SUMMARY

Arbour CLO XI DAC is a reset securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans, first-lien, last-out loans
and high-yield bonds. The note proceeds will be used to redeem the
existing notes (except the class M and subordinated notes) and to
fund a portfolio with a target par amount of EUR500 million, which
is actively managed by Oaktree Capital Management (Europe) LLP. The
transaction will have a 2.5-year reinvestment period and a 6.5-year
weighted average life test (WAL) at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.95.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 61.0%.

Diversified Portfolio (Positive): The transaction will have two
matrices effective at closing corresponding to the 10 largest
obligors at 20% of the portfolio balance and two fixed-rate asset
limits at 7.5% and 15% of the portfolio. The transaction also
includes various concentration limits, including the maximum
exposure to the three-largest Fitch-defined industries in the
portfolio at 40%. These covenants ensure that the asset portfolio
will not be exposed to excessive concentration.

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

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

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A-R
notes and would lead to downgrades of no more than two notches for
the class B-R to F-R notes.

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the current portfolio than the
Fitch-stressed portfolio, the class F-R notes display a rating
cushion of three notches, the class B-R, D-R and E-R notes of two
notches and the class C-R notes of one notch.

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

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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


INVESCO EURO XII: Fitch Assigns 'B-(EXP)' Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO XII DAC expected
ratings.

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

   Entity/Debt             Rating           
   -----------             ------           
Invesco Euro
CLO XII DAC

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

TRANSACTION SUMMARY

Invesco Euro CLO XII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds will be used to fund a portfolio with a target par of
EUR400 million that is actively managed by Invesco CLO Equity Fund
IV LP. The CLO has a 4.5-year reinvestment period and a 7.5 year
weighted average life (WAL). The transaction can extend the WAL by
one year on the step-up date, one year after closing and subject to
conditions.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor of the identified
portfolio is 24.2.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the identified portfolio is
63.4%.

Diversified Portfolio (Positive): The transaction will have a
concentration limit for the 10 largest obligors at 25%. The
transaction will also include various other concentration limits,
including the maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The WAL test covenant can step up
one year on the first anniversary of the closing date, subject to
all tests being passed and the aggregate collateral balance
(defaults at Fitch-calculated collateral value) being no less than
the reinvestment target par balance.

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

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

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would have no
impact on the class A-1, A-2, C and D notes, lead to downgrades of
one notch for the class B and E notes, and to below 'B-sf' for the
class F notes. Downgrades may occur if the build-up of the notes'
credit enhancement following amortisation does not compensate for a
larger loss expectation than initially assumed due to unexpectedly
high levels of defaults and portfolio deterioration.

Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio as well as the model-implied
rating deviation, the class B, D and E notes display a rating
cushion of two notches, and the class C and F notes of three
notches. There is no rating cushion for the class A-1 and A-2
notes.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the stressed
portfolio would lead to downgrades of three notches for the class
A-1, C and D notes, four notches for the class A-2 notes, and to
below 'B-sf' for the class E and F notes.

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

A reduction of the RDR at all rating levels in the stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels would result in upgrades of up to three
notches for all notes, except the class A-1 and A-2 notes, which
are rated at the highest level on Fitch's scale and cannot be
upgraded.

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

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

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

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

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


NORTH WESTERLY VIII 2024: S&P Assigns Prelim B- Rating on F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary ratings to North
Westerly VIII 2024 ESG CLO DAC's class A-loan and class A to F
European cash flow CLO notes. At closing, the issuer will also
issue unrated class M-1, M-2, and subordinated notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period ends approximately five years
after closing, and its non-call period ends two years after
closing.

The issuer will subscribe for the class F notes at closing.
Following the issue date, the subordinated noteholders may direct
the sale of the class F notes, at which point the sale proceeds
will be paid to the subordinated noteholders. For so long as the
issuer is still holding of the class F notes, they shall be deemed
not to be outstanding for all purposes.

The preliminary ratings 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 co-managers, which S&P expects to comply with
our operational risk criteria.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.


  Portfolio benchmarks
                                                          CURRENT

  S&P Global Ratings' weighted-average rating factor     2,756.95

  Default rate dispersion                                  508.37

  Weighted-average life (years)                              4.89

  Weighted-average life (years) extended
  to cover the length of the reinvestment period             5.02

  Obligor diversity measure                                120.39

  Industry diversity measure                                21.06

  Regional diversity measure                                 1.20



  Transaction key metrics
                                                          CURRENT


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

  'CCC' category rated assets (%)                           0.00

  Target 'AAA' weighted-average recovery (%)               38.07

  Target weighted-average spread (net of floors; %)         4.10

  Target weighted-average coupon (%)                        4.10


Rationale

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We consider that the portfolio will
be well-diversified as of the closing date, 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.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (4.00%), the
covenanted weighted-average coupon (3.00%), and the target
weighted-average recovery rates at all rating levels, as indicated
by the collateral co-managers. 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.

"We have modeled both capital structures envisaged in the
transaction's documents (one with the class F notes held by the
issuer, and one assuming the class F notes are sold at closing),
together with their corresponding waterfalls and coverage tests. We
have assigned our preliminary ratings based on the most
conservative results.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B to F notes benefits from
break-even default rate and scenario default rate cushions that we
would typically consider commensurate with higher ratings than
those assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our preliminary ratings assigned to the
notes. The class A-loan and class A notes can withstand stresses
commensurate with the assigned preliminary ratings.

"Until the end of the reinvestment period on July 15, 2029, the
collateral co-managers may substitute assets in the portfolio for
so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and it
compares that with the current portfolio's default potential plus
par losses to date. As a result, until the end of the reinvestment
period, the collateral co-managers may through trading deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

"Under our structured finance sovereign risk criteria, we expect
that the transaction's exposure to country risk will be
sufficiently mitigated at the assigned preliminary ratings as of
the closing date.

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

"We expect the transaction's legal structure and framework to be
bankruptcy remote. The issuer is expected to be a special-purpose
entity that meets our criteria for bankruptcy remoteness.

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

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-loan and
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."

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it will be co-managed by North
Westerly Holding B.V. and Aegon Asset Management UK PLC.

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

  A         AAA (sf)     156.00       3mE +1.49%      38.50

  A-loan    AAA (sf)      90.00       3mE +1.49%      38.50

  B         AA (sf)       46.00       3mE +2.12%      27.00

  C         A (sf)        24.00       3mE +2.65%      21.00

  D         BBB- (sf)     26.00       3mE +3.70%      14.50

  E         BB- (sf)      18.00       3mE +6.59%      10.00

  F         B- (sf)       14.00       3mE +8.48%       6.50

  M-1       NR            15.00       N/A               N/A

  M-2       NR            35.00       N/A               N/A

  Sub       NR            41.93       N/A               N/A

*The preliminary ratings assigned to the class A-loan and 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.

NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.




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

BUSINESS INTEGRATION: S&P Rates New Senior Secured Notes 'B'
------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating on Business
Integration Partners (BIP)'s newly issued senior secured notes,
with a '3' recovery rating, in line with the long-term issuer
credit rating on BIP (B/Stable/--).

Italian-based digital transformation and business advisory company
BIP has issued new EUR70 million senior secured notes to provide
additional liquidity and for other general corporate purposes. S&P
said, "We view the transaction as leverage neutral given the
proceeds are used to repay the drawn super senior revolving credit
facility (RCF) of EUR18 million as of the end of December 2023. The
transaction will provide additional liquidity to address an
estimated EUR42 million of upcoming deferred considerations, earn
outs, and put minority options in 2024 and further, which we
consider as debt in our credit metrics calculations.

"We assigned our 'B' issue rating on the new senior secured notes,
in line with the long-term issuer credit rating of Business
Integration Partners SpA. We continue to expect meaningful recovery
(50%-70%; rounded estimate: 50%).

"BIP's operating performance in 2023 is in line with our
expectations. In 2023, the company reported an annual revenue
growth of about 17%. Growth from all its verticals and in
particular from its digital transformation projects with the public
sector and healthcare, and financial services clients supports the
annual revenue growth. S&P Global Ratings-adjusted EBITDA was
EUR79.9 million as of end-2023, which is in line with our previous
forecast resulting in a broadly flat EBITDA margin of 15.1% year on
year. As a result, leverage reduced to 7.2x as of end-2023 from
8.4x as of end-2022. The slightly higher leverage of 7.2x, compared
with our previous forecast of 6.8x, stems from a higher than
anticipated debt figure. This is mostly linked to the RCF drawings
of EUR18 million and additional cash advances and overdrafts of
EUR15 million compared with 2022 because BIP acquired three small
bolt-on acquisitions and paid down considerations for previous
acquisitions.

During 2023, free operating cash flow (FOCF) generation was solid
with EUR31 million thanks to its EBITDA growth and limited capital
expenditure of less than EUR7 million. This is partially offset by
moderate working capital outflows of EUR24.4 million. Over the next
12 months, we forecast deleveraging to 6.0x thanks to solid EBITDA
growth and positive FOCF generation of about EUR25 million. The
approximately 11% revenue growth supports the deleveraging
trajectory. There is growth across all verticals, particularly from
public sector and health care clients, and financial services on
the back of digital transformation projects.

The S&P Global Ratings-adjusted EBITDA margin is forecast to remain
flat year on year at about 15% because ongoing investments into the
business and a scarcity of workforce limits meaningful margin
expansion. In our view, the ability to generate positive FOCF;
EUR43 million of cash on balance sheet as of Dec. 31, 2023; and
full availability under its EUR60 million RCF pro forma for the
paydown of the drawn amount as part of this transaction support
continued solid liquidity.

Issue Ratings--Recovery Analysis

Key analytical factors

-- The EUR345 million first-lien senior secured notes are rated
'B' with a '3' recovery rating.

-- The new EUR70 million first-lien senior secured notes are rated
'B' with a '3' recovery rating.

-- The '3' recovery rating indicates our expectation of meaningful
recovery prospects (50%-70%; rounded estimate: 50%) in the event of
a default.

Recovery prospects for the senior secured notes are constrained by
the prior-ranking debt, including the super senior RCF, nonrecourse
factoring, bilateral loans, and overdrafts, as well as the
asset-light nature of the business. The security includes the
customary share pledges and intercompany receivables in line with
the company's business model. Under the documentation, the issuer
can raise incremental senior secured facilities not exceeding EUR60
million and 100% of consolidated EBITDA, but subject to a 5x
consolidated senior secured net leverage ratio.

S&P said, "Our simulated default scenario considers a payment
default in 2027 due to weak economic conditions, in conjunction
with fiercer competition and a loss of key client accounts.

"We value the company as a going concern using a 5.5x multiple to
our projected post default emergence EBITDA of EUR61.6 million, in
line with similarly rated peers within the business and consumer
services sector."

Simulated default assumptions

-- Year of default: 2027
-- Jurisdiction: Italy

Simplified waterfall

-- Emergence EBITDA: EUR61.6 million

-- Multiple: 5.5x

-- Gross enterprise value at emergence: EUR338.7 million

-- Net enterprise value after administrative expense (5%):
EUR321.7 million

-- Prior ranking claims: About EUR22 million under factoring
facility, EUR51 million of super senior RCF, and overdrafts and
bilateral debt of about EUR21 million

-- Estimated first-lien senior secured debt claim: EUR429 million

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

-- Subordinated Holdco payment-in-kind debt claim: EUR51.6
million

S&P assumes the RCF to be 85% drawn at default

*All debt amounts include six months' prepetition interest.




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

AIR BALTIC: S&P Upgrades ICR to 'B+', Off CreditWatch Positive
--------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Latvian airline Air Baltic Corporation AS to 'B+' from 'B' and
removed the rating from CreditWatch, where S&P placed it with
positive implications on Sept. 20, 2023. At the same time, S&P
assigned its 'B+' issue rating on the company's new senior secured
notes.

The stable outlook reflects S&P's expectation of resilient demand
in air travel, assuming macroeconomic or geopolitical conditions do
not deteriorate unexpectedly and sharply, and ticket yields
remaining at about 2023 levels, allowing Air Baltic to keep its
adjusted debt to EBITDA below 7.0x.

The issuance of EUR340 million senior secured notes due 2029 has
reset Air Baltic's debt maturity schedule and boosted its liquidity
sources. The new notes have helped to remedy Air Baltic's liquidity
position via the now longer-dated debt-maturity profile and sources
of liquidity covering uses by more than 2.0x in the upcoming 12
months after the refinancing. Improved liquidity will also allow
the airline to pursue growth and increase activity as air traffic
demand remains robust. S&P said, "Besides this, we forecast that
FOCF (before lease amortization) will stay clearly positive this
year, signaling that operating cash flow will be more than
sufficient to cover Air Baltic's elevated cash interest
expense--since the new notes are much more expensive than the
previous notes--and maintenance capital expenditure (capex),
supporting the company's liquidity profile. Air Baltic's sizable
amount of debt is composed of leases (about 77% of total debt at
2023-end, declining to 70% at 2024-end, as we estimate) associated
with a considerable annual mandatory amortization payment of EUR80
million-EUR90 million, according to our base case."

Air Baltic's year-to-date financial performance and our updated
base case point to improving credit metrics in 2024 after the
strong 2023. Air Baltic's first-quarter 2024 results show a
continuation of the strong performance reported in 2023, with
passenger numbers, deployed capacity, and revenue increasing.
During the first three months of 2024, the airline transported 0.93
million passengers, a 20% spike on last year, and generated EUR132
million in total revenue, representing a 26% year-on-year increase.
This follows Air Baltic's 2023 financial results that significantly
exceeded 2022, reflecting the uninterrupted recovery of air traffic
and pent-up demand for leisure travel. This, along with the higher
ticket prices implemented to pass through increased fuel and
nonfuel expenses, resulted in S&P Global Ratings-adjusted EBITDA of
EUR167 million, surpassing EUR100 million in 2022.

During 2023, revenue passenger kilometers (RPK; a measure of air
traffic demand) increased by 41% year-on-year to 6.3 million, which
was 10% above the 2019 pre-pandemic base, while the average revenue
per available seat kilometers (RASK) of EUR6.9 cents was 3% above
the 2022 level and slightly above the 2019 base. In addition, Air
Baltic has expanded its revenue from aircraft, crew, maintenance,
and insurance (ACMI) leasing contracts, which in S&P's view, are a
relatively stable source of earnings and reduce the commercial risk
of scheduled operations.

Based on the current passenger traffic trend, supported by a high
demand for tourism in the region, Air Baltic's 2024 operating
performance will surpass the strong 2023 level. S&P said, "We
forecast revenue of EUR700 million-EUR730 million, compared with
about EUR660 million in 2023, and adjusted EBITDA of EUR180
million-EUR200 million, outstripping the EUR167 million in 2023.
This should result in our adjusted debt-to-EBITDA ratio improving
to 6.5x-6.6x in 2024 from 6.9x in 2023, assuming adjusted debt of
EUR1.2 billion-EUR1.3 billion at end-2024, somewhat higher than the
EUR1.15 billion reported at 2023-end."

S&P said, "We forecast that our adjusted debt to EBITDA ratio might
stay at least flat at about 6.5x in 2025. However, uncertainty
about yield development, swings in oil prices, and the potential
impact of macroeconomic or geopolitical conditions on consumer
sentiment are only partly captured in our EBITDA forecasts and may
weigh on actual ratios. The cost of jet fuel, which is closely
linked to oil price inflation, is a key expense for Air Baltic.
Because only 26% of fuel exposure is hedged for the next seven
months, this makes Air Baltic susceptible to an unexpected surge in
oil prices in the short term. That said, the airline is relatively
well placed to push through higher ticket prices, building on
increased yields (beyond the pre-pandemic averages) in 2023 and
continued good passenger traffic patterns.

"We continue to see a moderately high likelihood that the Latvian
government would provide extraordinary support to Air Baltic in
case of need. This leads us to apply a two-notch uplift from the
SACP. We base our view on our assessment of Air Baltic's strong
links with, and important role for, the Latvian government. The
government currently has a controlling stake in Air Baltic and
appoints three of the airline's four supervisory board members.
Although Air Baltic announced a potential IPO to take place during
2024-2026 (subject to favorable market conditions), we expect the
government to retain the majority ownership and controlling stake
in Air Baltic." This is because the government views the airline as
a strategic asset that is critical to Latvia's economic development
and tourism industry.

The Latvian state estimates that 2.5% of GDP is linked to Air
Baltic's operations. Furthermore, Air Baltic provides year-round
air connectivity to and from the country, which would otherwise be
less efficiently accessible by alternative modes of transport, and
to a certain extent, serves as a feeder to two other
government-owned assets--Riga Airport and Latvian Railways.
Additionally, unlike low-cost carriers, Air Baltic attracts
business traffic by offering more convenient and sufficiently
frequent flights, which provide stable economic ties with the rest
of Europe. Finally, the airline has become even more critical to
Latvian transport infrastructure, acting as a gateway to European
destinations amid highly uncertain geopolitical developments and
the spillover risks from the Russia-Ukraine war.

The stable outlook reflects S&P's expectation of resilient demand
in air travel, assuming macroeconomic or geopolitical conditions do
not deteriorate unexpectedly and sharply, and ticket yields
remaining at about the 2023 level, allowing Air Baltic to sustain
its adjusted debt to EBITDA below 7.0x.

Downside scenario

S&P said, "We could lower the rating if Air Baltic's FOCF
generation turned sustainably negative, depressing the airline's
liquidity position, or if we believed that its capital structure
had become unsustainable. This may happen, for example, if
passenger travel demand unexpectedly deteriorated and pressured air
fares, or inflationary pressure on the cost base intensified
materially.

"Furthermore, we could lower the rating if we believed that the
likelihood of government support had weakened (for example, in
conjunction with a contemplated IPO) or if we lowered our
unsolicited long-term sovereign credit rating on Latvia below
'BBB-'."

Upside scenario

S&P said, "We could upgrade Air Baltic if its adjusted debt to
EBITDA improved to below 6.0x and adjusted funds from operations
(FFO) to debt above 9% on a sustainable basis. This could occur if
Air Baltic's EBITDA outperformed our base case, for example, on
account of stronger and resilient yields. If we were to raise our
unsolicited rating on Latvia, it would not automatically lead us to
upgrade Air Baltic."




===================
L U X E M B O U R G
===================

BEFESA: S&P Lowers Issuer Credit Rating to 'BB', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its ratings on European steel dust
recycler Befesa and its secured debt to 'BB' from 'BB+'; the
recovery rating remains at '3', indicating its expectations of
meaningful recovery in the event of a default.

The stable outlook reflects S&P's assumption of normalized costs
and contributions from various initiatives that would allow the
company to build some headroom under its rating.

The recent guidance of Befesa for 2024 alludes to another year with
elevated credit metrics. Amid cost pressures and lower demand in
2023, the company did not use its financial levers to offset the
weak cash flows.

Cost pressures subdued profitability in 2023 and the first quarter
of 2024, but should ease later this year. Exceptional and
unhedgeable expenses (such as coke and energy prices), high
treatment charges, and unfavorable zinc prices spilled over into
the first quarter of 2024. This led to S&P Global Ratings-adjusted
EBITDA of only about EUR45 million, compared with EBITDA of about
EUR49 million in the first quarter of 2023. As cost pressures ease,
Befesa's profitability will improve in 2024. This is related to
expected further normalization of coke and energy prices, lowered
zinc treatment charges, and further synergies from the integration
of a zinc smelter in the U.S. S&P said, "We forecast an incremental
increase of Befesa's EBITDA margin to 16%-18% from 13.6% in 2023
over the coming quarters, resulting in EBITDA of EUR190
million-EUR210 million and negative discretionary cash flow (DCF;
free cash flows after capital spending and dividends) of EUR15
million-EUR30 million. Consequently, leverage should improve to
3.4x from 4.1x at year-end 2023 by the end of the year, but be
substantially below 3.0x only after 2025. We note EBITDA for 2024
could be EUR20 million-EUR30 million higher if zinc prices remain
at the current elevated levels."

Dividend distributions and high capital expenditure (capex) will
keep DCF negative for another year. S&P said, "Previously, we
viewed the company's financial policy as a key consideration in the
rating, including its leverage target of 2.5x and flexible dividend
policy. In our view, the company's ability to use its financial
levers is crucial as it continues to pursue high growth.
Nevertheless, the company has distributed about 50% of its net
income, resulting in dividends of EUR50 million in 2023 and EUR29
million in 2024, while maintaining high capex. After capex of about
EUR100 million in 2023, Befesa expects higher capital spending of
EUR120 million-EUR140 million for 2024. The high capex is related
to Befesa's sustainable global growth plan, which aims to increase
adjusted EBITDA by EUR125 million-EUR155 million from its baseline
of EUR215 million in 2022. In our projections, we calculate
negative DCF of EUR15 million-EUR30 million in 2024, after negative
DCF of about EUR29 million in 2023. For 2025, we expect DCF to turn
positive."

Befesa's medium-term growth trajectory is intact. S&P said, "Given
our current forecast, we expect a mild, but meaningful, recovery of
credit metrics over the next 12 months, with debt to EBITDA at
3.0x-4.0x, which we see as commensurate with the current rating.
For the medium term, we see a positive trend. We expect Befesa will
capitalize on its dominant market position and good geographic
location. This is because we see an increasing number of major
industry players transitioning their steel production assets toward
fossil-free methods and the announcement of electric arc furnace
(EAF) construction plans." The growth of EAF is pivotal to the
energy transition and Befesa has a first-mover advantage, offering
recycling solutions in growth markets such as China.

S&P said, "The stable outlook reflects our assumption of normalized
costs and contributions from Befesa's various initiatives that
would allow the company to build some headroom under our rating.
Under our base case, we expect Befesa to report EBITDA of EUR190
million-EUR210 million in 2024 and negative DCF of EUR15
million-EUR30 million. These would translate into S&P Global
Ratings-adjusted debt to EBITDA of 3.4x, within the 3.0x-4.0x range
we consider commensurate with the 'BB' rating."

Downside scenario

S&P considers a negative rating action to be remote within the next
12 months. However, S&P could take one if:

-- S&P Global Ratings-adjusted debt to EBITDA stays above 4.0x
combined with weaker-than-expected negative discretionary cash
flow; or

-- Although less likely, if Befesa deviates from its current
financial policy, for example, by significantly increasing its
capex budget without reducing dividends, or by entering into a
debt-funded acquisition with low profit contribution.

Upside scenario

S&P views a positive rating action as unlikely within the next 12
months. Factors that could support an uplift would include:

-- A track record of leverage well below 3.0x, depending also on
the position in the business cycle;

-- EBITDA margins recovering to higher than 20%; and

-- Positive DCF generation.




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

COMPACT BIDCO: S&P Lowers ICR to 'SD' on Missed Coupon Payment
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
precast concrete product producer Consolis -- rated under Compact
Bidco B.V. to 'SD' (selective default) from 'CCC-', and its issue
rating on the company's EUR300 million notes to 'D' (default) from
'CCC-'.

Consolis has missed its coupon payment. The coupon payment on its
senior secured notes was due on May 2, 2024. S&P said, "We
understand the company does not intend to pay the interest within
the grace period. As a result, in our view the company has failed
to meet its payment obligation and therefore we consider this as
tantamount to default."

If approved, the debt restructuring plan would result in the full
equitization of the notes and financial deleveraging. The
transaction consists mainly of:

-- The provision of EUR78 million of interim liquidity;

-- The provision of a new EUR186 million senior secured five-year
facility, whose proceeds would be used to refinance the interim
facilities and other facilities, and provide the business with
EUR45 million of additional liquidity;

-- A debt-for-equity swap of its EUR300 million senior secured
notes and the removal of the payment-in-kind loan;

-- A three-year extension of the RCF maturity until 2028.

S&P said, "Since the senior notes would be fully equitized, we
would expect Consolis' lender to receive less than its original
promise. We note that the EUR75 million super senior RCF would
remain in the capital structure, and its maturity would be extended
by three years. Under the restructuring proposal, RCF lenders would
receive a margin step-up, as well as additional security. We also
note that the EUR30 million term loan would be fully repaid. The
restructuring is expected to complete by the third quarter of this
year."

Consolis' activity and performance remain subdued. In the first
quarter of 2024, sales reduced by 26% to EUR216 million compared to
EUR291 million last year. The West Nordics, East Nordics, and
Western Europe posted a strong decline, while Eastern Europe and
emerging markets remained broadly stable. As for the recent
quarters, the company has experienced ongoing low demand for new
residential buildings, as well as a softer non-residential market.
EBITDA margin dropped to 2% for the quarter. S&P expects adjusted
leverage to remain well above 10.0x in 2024-2025, along with
negative free operating cash flow under the existing capital
structure.




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

AUTOSTORE HOLDINGS: S&P Upgrades ICR to 'BB-', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings raised to 'BB-' from 'B+' its long-term ratings
on AutoStore Holdings Ltd., its subsidiary Automate Intermediate
Holdings II S.a.r.l., and AutoStore's $437 million term loan B
(TLB). The recovery rating on the TLB is unchanged at '3',
reflecting its expectation of meaningful recovery prosects of about
65%, up from 60% previously.

The stable outlook indicates S&P's expectation that AutoStore will
continue to expand its business while maintaining S&P Global
Ratings-adjusted EBITDA above 40% and debt to EBITDA materially
below 3x.

The upgrade mainly reflects the expected strong recovery in margins
in 2023-2025. The recovery should be supported by the company's
recent cost and price management, the settlement of its major
litigation cases, and the strong deleveraging potential.
AutoStore's profitability recovered strongly over 2023 when the S&P
Global Ratings-adjusted EBITDA margin reached 40.5%, up from 30.5%
in 2022 when the company suffered from cost inflation for key
components, particularly grid parts, which followed the global
supply chain issues. The group managed to gradually restore its
profitability over 2023 through gradual realization of price
increases, coupled with more favorable grid and robot costs,
following management's targeted focus on improving its component
sourcing. S&P said, "Our adjusted EBITDA excludes the $239 million
Ocado settlement expense, but it includes litigation expenses of
$13.6 million in 2023 ($28.8 million in 2022). The settlement of
the Ocado dispute avoids future litigation costs from the same
counterpart in our view, which is something that has been weighing
on the group's profitability and prospects for cash generation and
use over the past couple of years. We believe that this, together
with the more diversified supplier network and recent pricing
actions, as well as the group's standardized product offering,
should enable AutoStore to maintain its S&P Global Ratings-adjusted
EBITDA margin sustainably above 40% over 2024-2025, reaching a
level of $280 million-$290 million in 2024 and $310 million-$320
million in 2025, up from $262 million in 2023. This results in S&P
Global Ratings-adjusted debt to EBITDA improving to about 1.9x in
2024 and 1.6x in 2025, down from 2.6x in 2023 (in calculating this
ratio, we do not net cash, which stood at $253 million on Dec. 31,
2023)."

S&P expects AutoStore's revenue growth will temporarily slow in
2024-2025. Consumer spending and demand for automated warehouses
are taking a hit from the current macroeconomic environment. This,
together with still elevated interest rates, has caused AutoStore's
end customers to extend their decision-making cycles or even hold
back investment decisions. AutoStore relies on a partner
distribution model, implying that its sales are distributed,
designed, installed, and serviced by a network of 23 system
integrators. The company still increased its revenue by 10.7% in
2023 in a contracting market, reaching $646 million. This compares
with revenue growth in excess of 75.0% per year over 2021-2022,
when the company doubled its size, relying completely on organic
growth (in 2021 revenues reached $328 million). The company's order
intake increased to $183 million in the first quarter of
2024--11.4% growth year over year--with three consecutive quarters
of improving order intake of $183 million, $164 million, and $152
million, respectively. The order intake for 2023 reached $617
million, which is down about 2.1% compared with 2022.

Considering the uncertainty on demand patterns due to high interest
rates and global growth prospects, management has not provided any
guidance for revenue in 2024 as opposed to previous yearsRevenues
in first-quarter 2024 fell 7.4% compared with the same period of
2023, to $138.1 million, which we understand is largely explained
by seasonally low shipments. The order backlog at the end of
first-quarter 2024 stood at $492 million, which is about 0.6%
higher than last year. We believe that the uncertain economic
environment will continue to delay customers' investment decisions,
and under our revised base case we now forecast that AutoStore's
revenue will rise by about 5% in 2024 and about 10% in 2025. This
compares with a compound annual growth rate (CAGR) of 42% over
2017-2023. We continue to believe that the secular trend of
e-commerce and rising labor costs will drive demand for warehouse
automation in the medium to long term. As a result, AutoStore is
well positioned to capture growth opportunities in this market.

Solid cash flow generation despite settlement payments to Ocado
Group. AutoStore will pay Ocado Group GBP200 million ($239 million)
in monthly instalments over two years following the settlement of
all claims in the patent dispute. The first payment was made in
July 2023 and AutoStore paid in total $62.2 million to Ocado in
2023. AutoStore nevertheless recorded free operating cash flow
(FOCF) of $75 million in 2023, up from $46 million in 2022, thanks
to EBITDA expansion but also lower working capital outflows of $28
million in 2023 versus an absorption equal to $114 million in 2022,
resulting from moderating revenue growth and easing supply chains.
S&P said, "For 2024, we forecast only modest working capital
absorption of up to $20 million based on our assumption of modest
revenue growth. We further understand that the group's production
capacity is sufficient to meet its growth expectations for the next
few years following its recent completion of the production
facility in Thailand and the ramp-up in Poland. We therefore assume
that capital expenditure (capex) needs will remain limited at $20
million-$25 million annually in 2024-2025 (net of capitalized
development costs for internal development, which we forecast at
about $30 million per year over 2024-2025); this compares with
capex of $22 million in 2023. Considering resilient margins of
41%-43%, we therefore forecast that the group will be able to
record FOCF above $50 million in 2024, improving to above $100
million in 2025, despite sizable payments to Ocado of about $121
million in 2024 and $57 million in 2025. The group's cash position
stood at $253 million at year-end 2023, expanding to $290 million
at the end of first-quarter 2024."

AutoStore's financial policy allows for bolt-on acquisitions and
shareholder distributions. AutoStore has a medium-term leverage
policy of not exceeding 2x net debt to adjusted EBITDA. The ratio
stood at 1.2x at year-end 2023 (including the $178 million
provision related to the settlement with Ocado). Under S&P Global
Ratings-adjusted figures, this could map to 3.5x-3.7x when using
2023 adjustments as a starting point. Our main adjustments to debt
for 2023 are the $178 million provision for the settlement, $58
million of lease liabilities, and the $16 million provision for
social security for share-based payments. S&P said, "We also note
that our adjusted figures do not give benefit to the company's
cash, which as of year-end 2023 stood at $253 million. We do not
exclude that the group could consider dedicating some of its cash
flow generation to strategic bolt-on acquisitions, especially to
increase its market penetration in Asia-Pacific. Currently, 62% of
AutoStore's sales are in EMEA. The bulk of the remainder stems from
operations in North America (32%) and Asia (7%). We further note
that the company will evaluate possible future dividend
distributions with reference to its medium-term leverage target, as
well as available investment opportunities. The board has not
proposed a dividend to be paid in 2024, and we do not assume any
shareholder distributions in 2025, based on the group's growth
ambitions."

S&P said, "We expect the company to proactively manage its upcoming
debt maturities. The company's interest-bearing liabilities are its
$437 million term loan B, maturing on July 30, 2026. The group also
has an undrawn $150 million revolving credit facility (RCF)
maturing at the same date. We note positively that the company's
cash balance at the end of first-quarter 2024 amounted to $280
million, covering about 65% of its maturity wall, but we
nevertheless expect the company to proactively address its
refinancing needs."

AutoStore is a niche player specialized in light automated storage
and retrieval systems (AS/RS), particularly focusing on cubic
storage.  AutoStore is a relatively small technological-engineering
company that relies on a few core technologies, sustained by 2,400
granted and pending patents. To sustain high EBITDA and FOCF
conversion, the group needs to retain its technological edge and
continue to invest in research and development, which represents
about 6% of sales. The group has a No. 1 market position in cubic
storage systems thanks to more than 1,250 installations. The total
addressable market of AS/RS is estimated at $467 billion, and
AutoStore values its sales pipeline at approximately $6.5 billion.
S&P regards the company's limited market reach and offering as
relatively weak compared with those of bigger and more diversified
capital goods players.

The issuing subsidiary Automate Intermediate company II S.a.r.l. is
a core subsidiary of the ultimate parent AutoStore Holdings Ltd.
The issuer credit rating on this company is 'BB-', equalized with
that on the parent.

S&P said, "The stable outlook reflects our expectation that
AutoStore will maintain its adjusted EBITDA margin above 40% and
FOCF exceeding $50 million per year despite the required settlement
payments over 2024 and 2025 amounting to $121 million and $57
million, respectively. We further expect the company to proactively
address its upcoming refinancing needs.

"We could lower the rating if AutoStore's credit metrics
deteriorated such that its adjusted debt to EBITDA exceeds 3x or
its S&P Global Ratings-adjusted FFO to debt remains below 30%. This
could occur if weaker-than-anticipated market conditions affect its
revenue and underlying EBITDA. This could also follow if AutoStore
embarks on material debt-funded acquisitions or shareholder
distributions.

"We could consider rating upside if the company successfully
executes its growth strategy while sustaining its adjusted EBITDA
margin above 40% and building a track record of maintaining its S&P
Global Ratings-adjusted debt to EBITDA sustainably below 2.5x and
its FFO to debt above 40%. We would further require the company to
proactively address its maturity wall in mid-2026.

"Governance factors are a moderately negative consideration in our
credit rating analysis of AutoStore Holdings. The company was
listed in 2021, with SoftBank Vision fund as the anchor
shareholder, owning about 38.3% of its share capital. AutoStore
further has an ambitious growth roadmap that would require it to
quickly scale-up the organization in the medium term, which carries
some execution risks, in our view. The patent infringement case
against Ocado was settled in July 2023. As a result, AutoStore has
to pay $239 million over two years, starting July 2023, which
weighs on AutoStore's leverage and FOCF over 2023-2025. We regard
environmental and social factors as neutral considerations in our
credit analysis for AutoStore."




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

EDP SA: S&P Assigns 'BB+' Rating on New Hybrid Instruments
----------------------------------------------------------
S&P Global Ratings assigned its 'BB+' issue rating to the undated,
optionally deferrable, and subordinated hybrid capital securities
to be issued by EDP S.A. (BBB/Stable/A-2).

With the new issue, EDP's total hybrid capital will remain equal to
its current level of at least EUR3.75 billion, which is less than
15% of capitalization. The proposed hybrid is intended to refinance
the EUR750 million hybrid with a first reset date in July 2025.
Therefore, S&P will revise the equity content of the NC 2025 hybrid
to minimal for an equivalent of the amount raised from the new
hybrid issue upon completion of the transaction.

The proposed securities will have intermediate equity content until
their first reset date, which S&P understands will fall no sooner
than five years and three months from issuance (meaning the first
call date is no sooner than five years). During this time, the
securities meet S&P's criteria in terms of ability to absorb losses
or conserve cash if needed.

S&P derive its 'BB+' issue rating on the proposed securities by
applying two downward notches from its 'BBB' issuer credit rating
on EDP. These notches comprise:

-- A one-notch deduction for subordination because the rating on
EDP is at 'BBB'; and

-- A one-notch deduction to reflect payment flexibility--the
deferral of interest is optional.

S&P said, "The number of downward notches reflects our view that
the issuer is unlikely to defer interest. Should our view change,
we could increase the number of downward notches.

"In addition, to reflect our view of the proposed securities'
intermediate equity content, we allocate 50% of the related
payments as a fixed charge and 50% as equivalent to a common
dividend, in line with our hybrid capital criteria. The 50%
treatment of principal and accrued interest also applies to our
adjustment of debt.

EDP can redeem the securities for cash on any date in the three
months before their reset date, then on every interest payment
date. Although the proposed securities are long-dated, the company
can call them at any time for external or remote events (such as a
change in tax, gross-up, rating, or change of control; or a
clean-up call). S&P said, "In our view, the statement of intent,
combined with EDP's commitment to reduce leverage, mitigates the
group's ability to repurchase the notes on the open market. In
addition, the company has the ability to call the instrument any
time before the first call date at a make-whole premium. It has
stated its intention not to do so during this make-whole period,
and we do not think this type of clause makes it any more likely
that EDP will. Accordingly, we do not view it as a call feature in
our hybrid analysis, although it is referred to as a make-whole
call clause in the documentation."

S&P said, "We understand that the interest on the proposed
securities will increase 25 basis points (bps) five years after the
first reset date, then 75 bps at the second step-up date 20 years
after the first reset date assuming the rating remains above
'BBB-'. We view any step-up above 25 bps as presenting an economic
incentive to redeem the instrument, and therefore treat the date of
the second step-up as the instrument's effective maturity. For
issuers in the 'BBB' category, we view a remaining life of 20 years
as sufficient to support credit quality and achieve intermediate
equity content. The instrument's documentation specifies that if we
were to downgrade EDP to speculative-grade--that is, 'BB+' or
below--the hybrid securities' economic maturity would decrease by
five years, while the instrument's permanence would be unaffected.

"At the first reset date, the instrument will have less than 20
years to effective maturity (less than 15 if EDP is
speculative-grade). Therefore, we will no longer view equity
content as intermediate. We consider that the loss of equity
content could be an incentive to redeem. However, this should not
prevent us from assessing the instrument as intermediate until the
first reset date, since EDP has stated its willingness to maintain
or replace the securities, despite the loss of the preferential
treatment, in a statement of intent."

Key Factors in S&P's Assessment of the Instruments' Deferability

S&P said, "In our view, the issuer's option to defer payment on the
proposed securities is discretionary. This means it may elect not
to pay accrued interest on an interest payment date because doing
so is not an event of default. However, EDP will have to settle any
deferred interest payment outstanding in cash if it declares or
pays an equity dividend or interest on equally ranking securities
and it redeems or repurchases shares or equally ranking securities.
We see this as a negative factor. Still, this condition remains
acceptable under our methodology because once the issuer has
settled the deferred amount, it can still choose to defer on the
next interest payment date."

Key Factors in S&P's Assessment of the Instruments' Subordination

The proposed securities (and coupons) constitute direct, unsecured,
and subordinated obligations of EDP, ranking senior to its common
shares.




===========
R U S S I A
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ALMALYK MINING: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed JSC Almalyk Mining and Metallurgical
Complex's (Almalyk) Long-Term Issuer Default Rating (IDR) at 'BB-'
with a Stable Outlook.

Almalyk's rating is equalised with that of its sole parent,
Uzbekistan (BB-/Stable). This is due to the strong ties between the
company and the state under Fitch's Government-Related Entities
(GRE) Rating Criteria. Fitch assesses Almalyk's Standalone Credit
Profile (SCP) at 'b+', reflecting its small but increasing scale of
operations, commodity diversification into copper, gold, zinc and
silver, a favourable cost position of its main asset, long reserve
life and moderate leverage.

Almalyk's current reliance on a single mine will decrease once the
greenfield copper-gold Yoshlik project is commissioned. The
execution and financial risks linked to the first stage of
development (mining and concentrator) are reducing as it nears
completion towards the end of 2024. The second stage of the project
(smelter) is only expected to be finalised in 2026, so liquidity
remains stretched due to expected negative free cash flow
reflecting high capex and not yet finalised funding for the second
stage. The rating also reflects concentration of operations in one
country with a weak operating environment.

KEY RATING DRIVERS

Responsibility to Support: Fitch views 'Decision Making and
Oversight' factor as 'Strong' as the company is 98% owned by the
state, although it may consider selling a minority stake in the
future. The state has tight control over the company, overseeing
operating activity, the budget and investment programme. Fitch
assesses precedents of support as 'Strong' as the government
provided a USD1.0 billion equity injection for the Yoshlik project
over 2017-2022 and a further USD0.3 billion is expected in 2024.

Almalyk will convert an about USD700 million loan provided by the
Fund for Reconstruction and Development of Uzbekistan (FRDU) into
equity in 2024. The state will not provide guarantees for new debt
for Yoshlik, but Fitch expects strong state support if there are
any cost overruns or commodity price downturns. As of 2023, 24% of
debt was guaranteed. Following the drawdown of other loans for
Yoshlik, Fitch expects this to decrease towards 16% in 2025.

Incentive to Support: Fitch assesses Almalyk's preservation of
government policy role as 'Strong' as it is responsible for all
copper produced in the country with around 60% of current volumes
consumed internally. Almalyk is also the second-largest taxpayer,
the second-largest exporter and one of the major employers in
Uzbekistan. Fitch views 'contagion risk' as 'Strong' as Almalyk is
gradually increasing its share of external funding for the Yoshlik
project as it expects the smelter to be financed by a foreign
syndicate. Fitch believes Almalyk's default could affect the
ability of Uzbekistan and other GREs to borrow on international
markets.

Yoshlik a Transformative Project: Yoshlik is a transformative
copper, gold and silver project for Almalyk and the country's
mining industry, which should double the company's production scale
and asset diversification. Its first phase has a USD4.8 billion
budget, and comprises a new mine and a processing plant that will
substantially increase the company's copper output to 264,000
tonnes (t) by 2026 (up 78% from 2023) and gold output to over
800,000 ounces (oz) by 2026 (up 50%).

The second phase, which includes construction of a new copper
smelting plant for approximately around USD1 billion, should
increase Almalyk's smelting capacities. Until the smelter is
completed, the company will be selling copper concentrate.
Construction works have started and the tender process for
equipment purchase is in progress. Fitch expects the project to be
funded by an international syndicate and loans from equipment
suppliers.

Execution Risk: Almalyk has limited experience in delivering
projects of this scale and is exposed to cost overruns and delays.
Due to geopolitical issues and the pandemic, the project
commissioning has been delayed by around one year. Fitch expects
that copper (concentrate) production at Yoshlik will start towards
the end of 2024 and that smelter will be commissioned by end-2026.
Given the current advanced stage of the project with around 60% of
capex spent as of February 2024, risks for the first stage have
reduced.

Moderate Leverage: Under Fitch's price assumptions and the
company's ambitious capex programme, Fitch estimates Almalyk's
EBITDA gross leverage to increase to around 2.4x in 2023-2026 from
2x in 2022. The company does not have any public leverage targets,
but Fitch views its projected leverage as moderate. Fitch assumes
that the loan from FRDU will be converted to equity in 2024, given
the advanced stage of the conversion process. If there is a delay,
it will not impact the rating.

Average All-In Sustaining Cost Position: Almalyk's main asset
Kalmakir has low cash costs due to its low cost base, by-product
credits and 70% of its costs being local currency-denominated. CRU
places Almalyk's Kolmakir mine in the lower second quartile of the
global copper cost curve for all-in sustaining costs. The combined
proven and probable reserve life for Kalmakir and Yoshlik mines,
based on projected production, is high at over 60 years.

Corporate Governance Improving: Similar to other state-controlled
companies in Uzbekistan Almalyk is improving its corporate
governance. It started publishing IFRS financials (although interim
results are not available) and re-estimated its reserves according
to the JORC international standard. The company includes one
independent director, while the board is dominated by state
representatives. The proposed IPO has been pushed back.

DERIVATION SUMMARY

Almalyk's peers include copper producers First Quantum Minerals
Ltd. (FQM; B/Rating Watch Negative), Freeport-McMoRan Inc.
(BBB/Stable), Hudbay Minerals Inc. (BB-/Stable) and precious metals
producers such as Endeavour Mining plc (BB/Stable).

Almalyk's output (149,000t of copper and 0.5 million oz of gold) is
higher than Hudbay's (132,000t of copper and 0.2 million oz of
gold), but significantly smaller than that of FQM and Freeport,
which are among the top 10 global copper producers. FQM produced
707,678t in 2023 and Freeport produced 1.2 million t.

Almalyk's Kalmakir mine is positioned in the second quartile on CRU
global copper all-in sustaining cost curve, compared with the first
quartile for Hudbay and the third quartile for FQM. Freeport's
assets, on average, are slightly behind Almalyk's within the second
quartile.

Almalyk's operational diversification is weaker than its peers,
with more than 80% of production coming from a single mine. The
company is also exposed to single-country operational risk, while
peers have operations in multiple countries. Freeport in particular
benefits from a wider diversification across geographies, with a
more stable operating environment and more sizable assets with long
reserve life.

Almalyk and Endeavour have the highest profitability levels among
the peers, with EBITDA margins ranging between 40% and 50% through
the cycle. Almalyk has higher EBITDA leverage than its peers due to
its large ongoing investment project.

KEY ASSUMPTIONS

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

- Volumes in line with management assumptions, significantly
increasing from 2025 when Yoshlik ramps-up

- Smelter commissioning in 2026

- Fitch's price deck for copper, gold and zinc

- Average EBITDA margin of 43% in 2024-2027

- Capex peaking during 2024-2026, then moderating through to 2027

- Dividends at 50% of net income

RATING SENSITIVITIES

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

- Positive rating action on the sovereign

- EBITDA gross leverage below 1.5x on a sustained basis could be
positive for the SCP but not necessarily the IDR

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

- Negative sovereign rating action

- Material weakening of ties with the state

- EBITDA gross leverage above 2.5x on a sustained basis could be
negative for the SCP but not necessarily the IDR

- Unremedied liquidity issues

Uzbekistan (dated 23 February 2024)

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

External Finances: A marked worsening of external finances, for
example, via a large and sustained drop in remittances, or a
widening in the trade deficit, leading to a significant decline in
FX reserves.

Public Finances: A marked rise in the government debt-to-GDP ratio
or an erosion of sovereign fiscal buffers, for example, due to an
extended period of low growth, loose fiscal stance or
crystallisation of contingent liabilities.

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

Macro: Consistent implementation of structural reforms that promote
macroeconomic stability, sustain strong GDP growth prospects and
support better fiscal outturns.

Public Finances: Confidence in a durable fiscal consolidation that
enhances medium-term public debt sustainability.

Structural: A marked and sustained improvement in governance
standards.

LIQUIDITY AND DEBT STRUCTURE

Stretched Liquidity: Almalyk's standalone liquidity is stretched
given its ambitious capex programme and negative free cash flow
projected for 2024-2025. However, funding for the first stage of
the Yoshlik project has been secured. The company has USD720
million available, which it plans to drawdown in 2024 for the
completion of the first stage. A USD0.3 billion equity injection is
also expected in 2024 from the state. Almalyk expects the second
stage of the project - budgeted at USD1 billion - to be funded by
loans from international banks. A delay in the receipt of state
support or external funding could lead to further deferrals of
stage two of the project.

ISSUER PROFILE

Almalyk is a fairly small-sized metals producer with copper and
gold accounting for 80% of total revenue (149,000 t copper and
544,000 oz produced in 2023) with first phase of its transformative
copper and gold project under construction.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Almalyk's rating is equalised with the sovereign's.

ESG CONSIDERATIONS

JSC Almalyk Mining and Metallurgical Complex has an ESG Relevance
Score of '4' for Financial Transparency due to limited record of
audited financial statements, which has a negative impact on the
credit profile, and is relevant to the rating[s] in conjunction
with other factors.

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

   Entity/Debt             Rating           Prior
   -----------             ------           -----
JSC Almalyk Mining
and Metallurgical
Complex              LT IDR BB-  Affirmed   BB-




===========
T U R K E Y
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GOLDEN GLOBAL: Fitch Assigns 'CCC+' LongTerm IDR
------------------------------------------------
Fitch Ratings has assigned Golden Global Yatirim Bankasi A.S. (GGB)
a Long-Term Issuer Default Rating (IDR) of 'CCC+' and Viability
Rating (VR) of 'ccc+'.

Fitch typically does not assign Outlooks in the 'CCC', 'CC' and 'C'
categories since the volatility of these ratings is very high and
Outlooks would be of limited informational value.

KEY RATING DRIVERS

Standalone Creditworthiness Drives Ratings: GGB's IDRs are driven
by its standalone strength as reflected by its 'ccc+' VR. The VR
reflects the bank's indiscernible franchise given its limited
record of operations and lack of competitive advantage as a
non-deposit taking investment bank in a highly-competitive banking
sector. It also reflects GGB's high concentration risks, volatile
profitability, risks to capitalisation and concentrated short-term
wholesale funding.

The bank's 'C' Short-Term (ST) IDRs are the only possible option
for Long-Term IDRs in the 'CCC' rating category. The bank's
National Long-Term Rating of 'B+(tur)'/Stable reflects its view of
the bank's creditworthiness in local currency relative to other
Fitch-rated Turkish issuers.

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

Developing Business Model: GGB is a privately-owned investment bank
recently established in 2019. The bank operates in accordance with
Sharia principles. GGB's business model is still in the development
phase and the bank has a small market share and negligible
franchise (end-2023: 0.05% of total market assets).

Concentrated Financing Book: GGB's financing book is highly
concentrated by single obligor, reflecting the small size of the
financing portfolio, which was made up of 18 cash-loan clients
(3.3x common equity Tier 1; CET1) and 29 non-cash loan clients at
end-2023. In addition, the bank's short record of operations means
that risk controls are largely untested. However, this is partially
mitigated by lending largely to state-owned entities and blue-chip
Turkish corporates.

Risks to Asset Quality: GGB has no impaired, deferred or
restructured financing given its short record of operations.
However, asset quality risks remain given high concentrations and
rapid financing growth in the volatile Turkish market
notwithstanding the small share of the financing book. The bank
does not yet apply IFRS9 provisioning and Fitch understands that it
will apply the standard in 2024. Therefore the financing loss
allowance was zero at end-2023 while the bank set aside general
provisions under liabilities. Non- financing exposures are
generally lower risk, and represent cash and balances at the
central bank, securities, and placements at Turkish banks.

Weak Revenue Diversification: GGB's return on average assets
increased to 12.9% at end-2023 from 11.4% at end-2022 boosted by
significant trading income (2023: 63% of total operating income,
mainly customer-driven foreign-currency transactions) while net
financing income remains limited (end-2023: 14% of total operating
income). The bank did not record any impairment charges in 2023.
Fitch expects profitability to decline in the near-term as trading
income normalises.

Risks to Capital: GGB's CET1 ratio declined to 20.3% (16.3%, net of
forbearance; end-2022: 38.9%) due to risk-weighted assets growth,
mainly driven by credit growth and tightening of forbearance. Fitch
views the bank's capitalisation as weak given rapid growth, albeit
from a small base, high concentration risk, sensitivity to lira
depreciation (given that 53% of assets are
foreign-currency-denominated), the absence of impairment reserves,
and the small absolute size of the capital base.

Short-Term Wholesale Funding: GGB is entirely wholesale funded as
it is an investment bank with no customer deposit licence. Funding
is short-term, maturing within three months and largely in foreign
currency (84% of total non-equity funding at end-2023) which
exposes the bank to refinancing risks.

Funding is also highly concentrated by source with around 80%
sourced from a few Turkish asset management firms. The remaining
funding is mainly in the form of interbank deposits. At end-2023,
foreign-currency liquid assets covered around 80% of short-term
foreign-currency debt, and mainly consisted of FC swaps with the
Central Bank of the Republic of Turkiye and foreign-currency
placements at foreign banks.

RATING SENSITIVITIES

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

The bank's Long-Term IDRs are mainly sensitive to a downgrade of
its VR.

The VR could be downgraded due to a weakening of its funding
profile given exposure to refinancing risks. The VR could also be
downgraded due to a sharp deterioration in the bank's capital
ratios, for example, due to higher risk appetite or significant
deterioration of asset quality and profitability.

The Short-Term IDRs are sensitive to a multi-notch downgrade of the
Long-Term IDRs.

GGB's National Rating is sensitive to a negative change in the
bank's creditworthiness relative to other rated Turkish issuers in
local currency.

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

The bank's Long-Term IDRs are mainly sensitive to an upgrade of the
bank's VR.

A VR upgrade would require a sustained strengthening of the bank's
franchise and funding profile, and a decline in concentration while
maintaining adequate asset quality and profitability metrics.

The Short-Term IDRs are sensitive to positive changes in their
respective Long-Term IDR.

The National Rating is sensitive to positive changes in the
Long-Term Local-Currency IDR and its creditworthiness relative to
other Turkish issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

GGB's Government Support Rating (GSR) of 'no support' (ns) reflects
Fitch's view that support from the Turkish authorities cannot be
relied upon, given the bank's small size and limited systemic
importance.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

An upgrade of the GSR is unlikely given GGB's limited systemic
importance and franchise.

VR ADJUSTMENTS

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

The business profile score of 'ccc+' has been assigned below the
'b' implied score due to the following adjustment reason(s):
business model (negative), market position (negative).

The asset quality score of 'ccc+' has been assigned below the
implied 'bb' score due to the following adjustment reason(s):
concentrations (negative) and collaterals and reserves (negative).

The earnings & profitability score of 'b-' has been assigned below
the 'bb' implied score due to the following adjustment reason(s):
revenue diversification (negative).

DATE OF RELEVANT COMMITTEE

29 April 2024

ESG CONSIDERATIONS

GGB's ESG Relevance Score of '4' for Governance Structure reflects
its Islamic banking nature, where its operations and activities
need to comply with sharia principles and rules, which entails
additional costs, processes, disclosures, regulations, reporting
and sharia audit. This has a negative impact on its credit profile
and is relevant to the ratings in conjunction with other factors.

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

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           
   -----------                           ------           
Golden Global
Yatirim Bankasi A.S.   LT IDR             CCC+   New Rating
                       ST IDR             C      New Rating
                       LC LT IDR          CCC+   New Rating
                       LC ST IDR          C      New Rating
                       Natl LT            B+(tur)New Rating
                       Viability          ccc+   New Rating
                       Government Support ns     New Rating




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

ALLWYN ENTERTAINMENT: Fitch Gives BB-(EXP) Rating on $450MM Loan
----------------------------------------------------------------
Fitch Ratings has assigned Allwyn Entertainment Financing (US)
LLC's USD450 million 2031 term loan B (TLB) a 'BB-(EXP)'/'RR4'
senior secured expected rating. The expected rating assumes that
the TLB will rank pari passu with the existing debt of Allwyn
International a.s. (Allwyn) and Allwyn Entertainment Financing (UK)
plc. Allwyn Entertainment Financing (US) LLC is a 100%-owned
subsidiary of Allwyn. Assignment of a final rating is contingent on
completion of the transactions and the receipt of final documents
conforming to information already received.

Allwyn's business remains comfortably positioned for its 'BB-' IDR,
due to an improved geographical footprint and simplification of the
group structure in recent years. The rating is also underpinned by
Allwyn's resilient positions with exclusive licenses in niche
lottery segments within the majority of its markets of operations,
supported by some diversification into the gaming and sports
betting business. Adherence to a consistent financial policy with
prospects of sustained deleveraging as reflected in its free cash
flow (FCF) profile are key to Allwyn's rating trajectory.

KEY RATING DRIVERS

Maturity Profile Extension: The announced TLB is leverage-neutral
and improves Allwyn's debt maturity profile by extending maturities
of around 10% of gross debt towards 2031. Earlier this year Allwyn
raised EUR500 million due in 2030 with an accordion facility under
its existing senior facilities agreement. Following these
transactions, the debt maturity profile is comfortable, with
current debt representing less than 8% of the total, and no more
than 20% of debt maturities falling in any year.

Sound 2023 Performance: Allwyn's 2023 results were strong with
7-10% net gaming revenue (NGR) growth delivered across European
markets except for the UK, driven by resilient demand for lottery
products. The profitability of core businesses slightly declined
but remained extraordinarily strong for the sector. Fitch
calculates the EBITDAR margin at 33.7% as of 2023. The free cash
flow margin exceeded double digits, but excess cash flows were
mainly upstreamed, reducing the impact on deleveraging.

Financial Policy Drives Rating: Allwyn's pre-dividend free cash
flow (FCF) remains high, due to the strong profitability of its
core businesses and steady dividends from operating companies. This
provides sufficient cash flows to service existing debt and capex,
including license renewals. However, high forecast dividend
payments and continuous M&A, lead to negative FCF in Fitch's rating
case until at least 2026. This results in gradually increasing
gross debt and high net leverage of around 4.5x (under the rebased
calculation) until 2026, which will decrease towards 4.0x by 2027.

Improved Product and Geographical Diversification: With announced
investment in Instant Win Gaming (IWG) in 2024, Allwyn continues to
expand geographically through business expansion in the US and
vertical integration through acquiring an online instant lottery
content development business.

The rapid expansion of Kaizen Gaming International Limited (KGL),
which has had strong growth recently, provides further
opportunities to diversify outside core European markets and into
the sports betting segment. This segment is growing more quickly
than lottery, albeit at the cost of higher regulatory risk for
inherent business volatility for iGaming and online sports
betting.

Affiliates Contribution, UK Weakness: A sizeable portion of
business growth in Fitch's forecasts comes from the expansion of
business into recently added markets, the UK National Lottery's
(UKNL) fourth license and dividend contribution from Allwyn's
36.75% stake in KGL. Fitch now anticipates a more prolonged
recovery in profitability in Allwyn's UK operations due to initial
rollout costs associated with the fourth UKNL licence. However,
Fitch views negative operating cash flows in 2024 as non-recurring,
which will largely be offset by high dividend inflows from
affiliates.

Deleveraging Affected by Dividends Received: Fitch forecasts strong
proportional lease adjusted net debt at below 4.0x of proportional
EBITDAR for 2024 due to estimated significantly higher dividends
from affiliates. This will improve net dividends from affiliates
and non-controlling interests to around negative EUR40 million in
2024 from negative EUR314 million in 2023. From 2025, Fitch assumes
materially lower dividends from affiliates, resulting in a
proportionately calculated net leverage at around 4.5x in 2025 and
2026, albeit with still ample headroom within its rebased
sensitivities.

Resilient Core Lottery Business: Over 70% of gross gaming revenue
in 2023 came from the numerical and instant lottery business, which
Fitch views as less volatile in EMEA than gaming and sports
betting. Lottery operators also usually face less regulatory
scrutiny due to lower gaming safety concerns, although the license
requirements can still be restrictive for business growth and
promotion. In contrast to online sports betting and iGaming, Fitch
does not anticipate material regulatory pressure on lottery
business in Allwyn's core markets.

Expansionary Business Growth Forecast: Fitch anticipates moderate
organic growth for the lottery business in EMEA compared with
iGaming and online sports betting. Consequently, Fitch assumes that
Allwyn will grow primarily through future M&A and recently-acquired
businesses. Fitch includes in its forecast EUR230 million
acquisition spending (including IWG) in 2024, followed by bolt-on
acquisitions of EUR150 million per year from 2025. The digital
segments of Allwyn's business, such as Stoiximan, KGL and others,
will provide additional revenue growth ahead of EMEA lottery
markets, which Fitch assumes to remain broadly flat.

DERIVATION SUMMARY

Allwyn's EBITDA and EBITDAR margins are strong relative to those of
Fitch-rated gaming peers, such as Flutter Entertainment plc
(BBB-/Stable), Entain plc (BB/Stable) and evoke plc (B+/Stable),
which are among the five largest iGaming and online sportsbook
operators in Europe.

Allwyn has a high proportion of lottery revenue, which is less
volatile and less exposed to regulatory risks, and displays good
geographical diversification across Europe with businesses in the
UK, Greece, the Czech Republic, Austria, Cyprus, and Italy. It also
has a presence in the US and LatAm, but its revenue diversification
is still slightly weaker than the multi-regional revenue base of
Flutter and Entain.

It lags both companies in forecast FCF generation (Fitch-defined,
post-dividend FCF) and retains a more complex group structure with
a high share of not fully-owned assets, similarly to Entain's JV in
the US market.

KEY ASSUMPTIONS

Key Assumptions Within its Rating Case for the Issuer:

- Low-to-mid single-digit organic revenue growth in 2024-2025, due
to increased online volume in core markets (the Czech Republic,
Greece and Austria) to varying degrees depending on local platform
strength; added revenue growth from the ramp-up of UKNL operations

- Consolidated EBITDA margin at 28%-29% in 2024-2027, versus 32.7%
in 2023, due to the increased contribution of less profitable UKNL
operations

- Material increase in dividends received from KGL in 2024 due to
strong operational performance in 2023, followed by moderated
dividends amid regulation-driven weaker profitability

- Cash upstream to ultimate shareholders of EUR336 million in 2024,
followed by EUR300 million a year to 2027

- Bolt-on acquisitions of EUR150 million a year at an enterprise
value (EV) of 10x EBITDA over 2024-2027

RATING SENSITIVITIES

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

- Further strengthening of operations, combined with increased
access to respective cash flows and debt structure simplification

- Sound financial discipline leading to proportional lease-adjusted
net debt trending below 4.5x of proportional EBITDAR

- EBITDAR fixed charge cover above 3.0x and gross dividend/gross
interest at holdco above 2.5x on a sustained basis

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

- Deterioration of operating performance leading to consistently
negative pre-dividend FCF

- More aggressive financial policy as reflected in proportional
lease-adjusted net debt consistently above 5.5x of proportional
EBITDAR

- EBITDAR fixed charge cover below 2.5x and gross dividend/interest
at holdco of less than 2.0x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Solid Liquidity, Undrawn Revolvers: Allwyn maintained a solid
liquidity position at end-2023, with over EUR1.3 billion of
Fitch-calculated cash, after adjusting opco cash balances at
year-end for minority stake ownership. As of end-December 2023,
Allwyn had EUR300 million fully available under its 2027 revolving
credit facility (RCF) as well as EUR330 million under entirely
undrawn RCFs at subsidiaries.

ISSUER PROFILE

Allwyn is the largest European private lottery operator and is the
only provider of lotteries in Austria, the Czech Republic, and
Greece, operator of the UKNL and the only provider of fixed-odds
numerical lotteries in Italy.

DATE OF RELEVANT COMMITTEE

22 February 2024

ESG CONSIDERATIONS

Allwyn has an ESG Relevance Score of '4' for Group Structure due to
substantial minority positions in some of its consolidated assets
as well as material contribution of equity-owned businesses to cash
flows, which can lead to high underlying cash flow volatility. This
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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

   Entity/Debt             Rating                   Recovery   
   -----------             ------                   --------   
Allwyn Entertainment
Financing (US) LLC

   senior secured      LT BB-(EXP)  Expected Rating   RR4

ALLWYN ENTERTAINMENT: S&P Rates New $450MM Term Loan 'BB'
---------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the proposed
$450 million equivalent senior secured term loan to be issued by
Allwyn Entertainment Financing (US) LLC, a financing subsidiary of
Allwyn International a.s. (Allwyn; BB/Negative/--).  S&P assigned a
'3' recovery rating to this debt, indicating its expectation of
meaningful recovery prospects (50%-70%; rounded estimate: 55%) for
debtholders in the event of a payment default.  The recovery rating
factors in that the proposed term loan will rank pari passu with
the group's existing rated debt.

Allwyn intends to use the proceeds to repay the group's EUR400
million senior secured floating-rate notes due 2028 and to fund
general corporate purposes. The transaction will further diversify
Allwyn's funding sources, decrease its interest costs, and extend
its debt maturity profile. S&P's understand that Allwyn plans to
swap most of the term loan to euros at closing, thus avoiding any
potential currency mismatch.

Subject to the successful completion of the transaction, S&P
anticipates revising its recovery estimate for Allwyn's existing
senior secured debt to 55% from 50%. S&P has raised its gross
default valuation for the company because of its inorganic growth
in recent months.

S&P said, "Allwyn reported operating performance in 2023 roughly in
line with our expectations -- S&P Global Ratings-adjusted revenue
was EUR6.2 billion and EBITDA was EUR835 million. Meanwhile,
overall leverage, by our adjusted metric, declined to 3.1x, which
was better than we anticipated. Nonetheless, we still expect
Allwyn's leverage to increase toward 4.5x by the end of 2024 and to
decline toward 4.0x by the end of 2025. Our forecast reflects
Allwyn's need to invest in its U.K. operations amid operational
setbacks at the start of the fourth National Lottery license, which
we expect to drag on overall cash flows for the year. It also
incorporates our assumption that dividend payments will be higher
than we previously anticipated in 2024.

"Our 'BB' issuer credit rating on Allwyn is unchanged and we
maintain a negative outlook on the rating. Allwyn's credit metrics
indicate that it could absorb the incremental increase in debt and
its recent merger and acquisition activity. However, the rating is
constrained by higher costs in the U.K. operations than we
previously envisaged, possible integration risks from acquisitions,
regulatory risks, and by the potential for a material deviation
from its stipulated financial policy or an additional debt
issuance.

Issue Ratings - Recovery Analysis

Key analytical factors

-- S&P assigned its 'BB' issue rating to the proposed $450 million
equivalent term loan B. The recovery is '3', indicating its
expectation of meaningful (50%-70%; rounded estimate: 55%) recovery
in a default scenario.

-- S&P rates Allwyn's existing EUR665 million senior notes due
2030, the EUR660 million U.S. dollar-equivalent senior notes due
2029, the EUR500 million senior notes due 2027, and the EUR400
million floating-rate notes due 2028 at 'BB'. The recovery rating
is '3' (50%-70%; rounded estimate: 55%).

-- S&P recovery rating considers approximately EUR2.1 billion of
unrated bank term loans that also sit at the holdco level. These
include a EUR300 million revolving credit facility (RCF); about
EUR775 million of term loans; about EUR835 million in accordion
facilities; and about EUR220 million of equivalent guarantees that
Allwyn maintains in connection with the U.K. National Lottery
license award.

-- The nature of S&P's assumed hypothetical default scenario is a
critical assumption in the recovery calculation. Its default
scenario for the holdco assumes stress at one or more subsidiaries,
resulting in a material reduction in dividends upstreamed to the
holdco, although not necessarily the simultaneous default of all
the operating companies. This could occur, for example, as a result
of the hypothetical loss of a material license contract, or severe
operational disruption at one or more operating entities.

-- S&P uses an EBITDA multiple valuation for all of Allwyn's
majority-owned operating entities and a heavily discounted cash
dividend inflow from Lottoitalia to derive a hypothetical gross
distressed enterprise value of EUR4.1 billion (EUR3.9 billion after
administrative expenses).

-- Subsequently, S&P deducts priority debt claims and derive the
implied equity value of each operating entity. Applying Allwyn's
equity ownership of OPAP and Casinos Austria AG (CASAG) leads to an
estimated value distributable to the secured claims at the holdco
level of about EUR2.3 billion.

-- As part of our hypothetical default scenario, S&P assumes that
the Lottoitalia license, which expires in 2025, is renewed, and
that no additional debt is raised on the path to default at
subsidiaries that are not 100% owned by Allwyn. As such, implicit
in its assumptions and approach is that there is residual equity
value available after structurally senior subsidiary debt claims on
the parent, Allwyn.

-- Recovery prospects are sensitive to assumptions about the
nature of how the group would ultimately default (the hypothetical
default scenario); which entities experience what level of stress;
the realized value of the operating companies; and any increase in
debt at Allwyn or the subsidiaries on the path to default.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: U.K. and Czech Republic

Simplified waterfall

-- Net enterprise value after administrative costs (5%): EUR3.9
million

-- Obligor/nonobligor split: 34%/66%

-- Estimated priority debt claims (consolidated debt of OPAP and
CASAG): EUR668 million

-- Net residual value distributed to priority claims (including
minority interest): EUR1.6 billion

-- Estimated senior secured debt claims: EUR4.1 billion

-- Estimated value available for secured claims: EUR2.3 billion

    --Recovery expectations: 50%-70% (rounded estimate: 55%)

All debt amounts include six months of prepetition interest. The
RCF is assumed 85% drawn at default.


AUBURN 15: Fitch Assigns 'B+sf' Final Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Auburn 15 plc's notes final ratings.

   Entity/Debt                  Rating             Prior
   -----------                  ------             -----
Auburn 15 plc

   Class A1 NRR Loan Note   LT AAAsf  New Rating   AAA(EXP)sf
   Class A1 XS2813764540    LT AAAsf  New Rating   AAA(EXP)sf
   Class A2 XS2813764979    LT AAAsf  New Rating   AAA(EXP)sf
   Class B XS2813765190     LT AA+sf  New Rating   AA+(EXP)sf
   Class C XS2813765356     LT A-sf   New Rating   A-(EXP)sf
   Class D XS2813765513     LT BBB-sf New Rating   BBB-(EXP)sf
   Class E XS2813765786     LT BB+sf  New Rating   BB+(EXP)sf
   Class F XS2813765869     LT B+sf   New Rating   B+(EXP)sf
   Class X XS2813766164     LT NRsf   New Rating   NR(EXP)sf
   Class Z XS2813766081     LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

Auburn 15 plc is a securitisation of predominantly buy-to-let (BTL)
residential mortgage assets originated by Capital Home Loans
Limited (CHL) and secured against properties in the UK. The pool
also contains a small proportion of owner-occupied (OO) loans
(GBP78 million).

The assets were previously securitised in the Towd Point Mortgage
Funding (TPMF) Auburn series of transactions, most recently Auburn
12, 13 and 14. The seller is Auburn Seller DAC, which is also the
provider of the representations and warranties, while CHL remains
the legal title holder and servicer.

KEY RATING DRIVERS

Seasoned Loans: The portfolio consists of seasoned (17.3 years)
mortgage loans mainly originated between 2003 and 2009. It has
benefited from a considerable degree of indexation, with a weighted
average (WA) indexed current loan-to-value (LTV) of 47.7%, leading
to a WA sustainable LTV of 59.2%.

The pool consists almost entirely of Bank of England base rate
(BBR) linked loans and as is typical for BTL assets, a high
proportion of interest-only (IO) loans. The OO loans are typical of
non-conforming assets with high proportions of self-certified and
IO loans, as well as current arrears.

Asset Performance: In setting the originator adjustment, Fitch
considered the historical performance of the pool on a sub-pool
basis. Arrears and default levels on the BTL sub-pool have
historically been in line with those typical of UK BTL pools
containing legacy assets. However, arrears have risen steeply over
the last year in line with the increase in the BBR with one
month-plus (1m+) arrears in this sub-pool pool rising to 8.2% by
April 2024. This recent underperformance is also reflected in the
default performance.

The OO sub-pool has performed slightly better than Fitch-rated
non-conforming transactions with 1m+ arrears currently at 17.9%
(compared with the Fitch index at 26.0%, as at April 2024). Fitch
applied a lender adjustment of 1.0 for both sub-pools under its
respective base matrix assumptions.

Negative Portfolio Migration: The performance of the TPMF Auburn 13
and 14 transactions has deteriorated since the Bank of England
started raising rates. This is unsurprising given the tracker
rate-linked profile of the loans in the asset pools, but these
transactions are now underperforming compared with peer
transactions. Over the last two years, prepayment rates on the
mortgage loans have risen, averaging 15.0%. As performing borrowers
have prepaid, the arrears performance over the last year has
worsened and the adverse selection on the remaining pool has
increased.

Deviation from MIR (Criteria Variation): The collateral performance
may worsen further due to persistently higher interest rates and
inflation. Furthermore, recovery rates lower than those suggested
by the indexed current LTV on the portfolio could persist due to
adverse selection on repossessed loans.

The model-implied-ratings (MIR) were reasonably robust against
Fitch's WA foreclosure frequency (FF) sensitivities but less so to
WA recovery rate (WARR) sensitivities. Fitch has assigned ratings
in line with a 15% WARR sensitivity reduction. The assigned ratings
are two notches below the base MIRs for the class C notes, three
notches for the class D and E notes, and four notches for the class
F notes, which constitutes a criteria variation.

RATING SENSITIVITIES

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

The transaction's performance may be affected by changes in market
conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce credit enhancement
available to the notes.

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action depending on the extent of the decline in
recoveries. Fitch found that a 15% weighted average WAFF increase
and a 15% WARR decrease would lead to downgrades of up to one
notch.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and,
potentially, upgrades. Fitch found that a decrease in the WAFF of
15% and an increase in the WARR of 15% would lead to upgrades of up
to eight categories, except for the 'AAAsf' rated notes, which are
at the highest level on Fitch's scale and cannot be upgraded.

CRITERIA VARIATION

Fitch applied a criteria variation. The MIRs were reasonably robust
against Fitch's WAFF sensitivities but less so to WARR
sensitivities. Fitch assigned ratings in line with a 15% WARR
sensitivity reduction.

The rating impact of this variation is two notches below the base
MIRs for the class C notes, three notches for the class D and E
notes, and four notches for the class F notes.

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

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

DATA ADEQUACY

Fitch 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

Auburn 15 plc has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to a
proportion of interest-only loans in legacy owner-occupied
mortgages, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.

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


BENS CREEK: Set to Appoint Administrators
-----------------------------------------
Philip Whiterow at Proactive Investors reports that Bens Creek
Group PLC (AIM:BEN, OTC:BENCF) said it will appoint administrators.


It comes after a detailed consideration of the company's current
financial situation found no viable proposals to deliver a stable
solution to its challenges, Proactive Investors notes.

According to Proactive Investors, in light of this situation, "The
Board has now concluded that the company should consider being
placed into administration or undertake an alternative insolvency
process in order to protect the interests of creditors and other
stakeholders".

"It is not known at present how much, if any, value will be
returned to shareholders following any administration or
alternative insolvency process being undertaken for the Company or
the conclusion of the Chapter 11 process for the Chapter 11
Companies," said the statement from the coal miner.

Concerning the ongoing Chapter 11 bankruptcy process for the
company's wholly-owned US subsidiaries, Ben's Creek Operations WV
LLC, Ben's Creek Carbon LLC and Ben's Creek Land WV LLC, a further
court hearing will be held on June 6, 2024 to consider the terms of
a final debtor-in-possession financing loan from major shareholder
Avani, Proactive Investors discloses.

Bens Creek shares remain suspended on AIM, Proactive Investors
states.


EVEREST ISLE: To Enter Voluntary Liquidation
--------------------------------------------
Simon Richardson at Manx Radio reports that Everest Isle of Man Ltd
is to enter a voluntary liquidation process, after staff at the
company were made redundant from May 1.

A spokesman for ReSolve, the administrators of the UK parent
Everest 2020, told Manx Radio there are no known material assets in
the Isle of Man company.

Everest (Isle of Man) Ltd acquired its stock through Everest 2020
Ltd, which went into administration on April 25, Manx Radio
relates.

As a result the Manx company is now also insolvent and ongoing
orders will not be fulfilled, Manx Radio discloses.

According to Manx Radio, ReSolve says it's not yet been appointed
in the Isle of Man, but will be in touch with customers in due
course, following formal appointment, to request that they submit a
claim in the liquidation.


EXMOOR FUNDING 2024-1: Moody's Assigns (P)B2 Rating to Cl. F Notes
------------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to Notes to be
issued by Exmoor Funding 2024-1 Plc:

GBP[]M Class A Floating Rate Asset Backed Notes due March 2094,
Assigned (P)Aaa (sf)

GBP[]M Class B Floating Rate Asset Backed Notes due March 2094,
Assigned (P)Aa2 (sf)

GBP[]M Class C Floating Rate Asset Backed Notes due March 2094,
Assigned (P)A2 (sf)

GBP[]M Class D Floating Rate Asset Backed Notes due March 2094,
Assigned (P)Baa2 (sf)

GBP[]M Class E Floating Rate Asset Backed Notes due March 2094,
Assigned (P)Ba2 (sf)

GBP[ ]M Class F Floating Rate Asset Backed Notes due March 2094,
Assigned (P)B2 (sf)

Moody's has not assigned ratings to the GBP[]M Class X Floating
Rate Asset Backed Notes due March 2094, the subordinated GBP[]M
Class Z Asset Backed Notes due March 2094 and the Residual
Certificates.

RATINGS RATIONALE

The notes are backed by a static pool of owner-occupied prime and
near prime borrowers aged 50-90+ years old located in the UK and
originated by LiveMore Capital Limited. This represents the first
securitisation by the originator which is unrated by us. LiveMore
Capital Limited specializes in later life lending to borrowers aged
50 to 90+, who are generally underserved by mainstream lenders.

The portfolio of assets consists of 1,226 loans with approximately
GBP208.1 million current balance as of March 31 pool cut-off date.
Its weighted average current loan-to-value (WACLTV) ratio is 49% as
adjusted by Moody's and the WA borrower age is 68.7 years. The LTV
ratios calculated by Moody's include a 10% haircut on the
valuations of the RIO loans to reflect the risk of deferred capital
expenditure to maintain the property. The pool comprises of 64%
retirement interest-only (RIO) mortgages without a specified
maturity date, 32% traditional interest-only (IO) mortgages and 4%
are annuity mortgages.

The RIO mortgage maturity date is the earlier of the specified life
events (1) sale of the property, (2) death of the borrower, or of
the last living of two co-borrowers (mortality event) and (3) the
borrower or both borrowers as the case may be, moving into
long-term care (morbidity event). Moody's estimate the probability
of maturity of each RIO mortgages in each year by taking into
account mortality and morbidity events. Moody's mortality
assumptions are based on the  Institute of Actuaries Immediate
Annuitant Mortality Tables as of 2002 adjusted by ONS data
mortality improvement factors since 2002. For loans that have joint
obligors, Moody's calculate the mortality rate for the couple,
which is the joint probability of the death of both obligors.
Moody's have used market benchmarking data to derive morbidity
assumptions.

Similar to reverse mortgages, mortgages which extend well into
retirement are exposed to social risks related to demographic and
social trends. In particular, exposure to potentially vulnerable
borrowers is a key rating driver as it may lead to longer recovery
lag. In addition, mortality and morbidity events determine the
timing of maturity of retirement interest only mortgages.

100% of the pool comprises fixed interest rate loans with a
weighted average reset date of approximately 6 years. All loans
will reset to floating interest rate equal to the LiveMore Capital
Limited standard variable rate (LSVR) plus a contractual margin.
LSVR is reset quarterly, and it tracks SONIA plus a margin between
0% and 1%. Non-payment of the monthly interest due on the RIO loans
is an event of default on the mortgage and the servicer has
recourse to the borrowers' estates. A fixed to floating swap will
mitigate the interest rate mismatch between the fixed rate loans
and the floating rate notes.

The Reserve Fund will be funded to 1% of the asset pool balance at
closing and will replenish to 1.25% of the asset pool balance from
available revenues in the revenue priority of payments. It starts
amortising on or after the first optional redemption date in June
2028 interest payment date. This reserve fund will be available to
cover senior expenses and interest on Class A. The total credit
enhancement for the Class A Notes will be 13.25%.

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, low LTV, full valuations
and no history of adverse credit. However, Moody's notes that the
transaction features some credit weaknesses such as a new unrated
originator and servicer, unrated delegated servicer without a
back-up servicer appointed at closing, limited historical data on
RIO mortgages, low seasoning and higher exposure to vulnerable
borrowers that might increase the time to foreclosure.
Additionally, the nature of the later life lending products makes
income affordability assessments complex. Various mitigants have
been included in the transaction structure such as (1) delegation
of day-to-day servicing to Pepper (UK) Limited (unrated), (2) a
continuing servicing agreement between Pepper (UK) Limited and the
issuer, (3) a back-up servicer facilitator CSC Capital Markets UK
Limited (unrated), (4) reserve fund to cover 3 months of senior
expenses and interest on Class A and (5) independent cash manager
and estimation language in order to ensure continuity of payments
in case of a servicer interruption event.

The borrowers pay into the servicer collection account at National
Westminster Bank plc (A1/P-1 deposit rating). There is a
declaration of trust over the collection account and a trigger to
replace the collection account bank should its deposit rating fall
below A2/P-1. In addition, the funds are swept every 5 days into
the issuer account bank. Moody's have not modelled commingling
risk.

Moody's determined the portfolio lifetime expected loss of 1.8% and
MILAN Stressed Loss of 9.1% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected loss and MILAN
Stressed Loss 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 ABSROM
cash flow model to rate RMBS.

Portfolio expected loss of 1.8%: This is higher than the UK prime
RMBS sector and is based on Moody's assessment of the lifetime loss
expectation for the pool taking into account: (i) the portfolio
characteristics, including WACLTV of 49% and longer recovery lag
due to exposure to potentially vulnerable borrowers; (ii) absence
of historical data from the new originator and on the RIO product;
(iii) benchmarking to other transactions with high exposure to IO
loans and complex income borrowers; and (iv) the current
macroeconomic environment in the UK and the impact of future
interest rate rises on the performance of the mortgage loans.

MILAN Stressed Loss of 9.1%: This is higher than the UK prime
sector average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i)
collateral pool characteristics including 49% WACLTV, IO repayment
of the loans, some borrower concentration with the top 20 borrowers
representing 9.2% of the pool, high exposure to pensioner and
self-employed employment status of the borrowers, full valuation of
the properties and the borrowers' option to request a one off
six-month payment holiday in certain circumstances; and (ii) small
and new originator with limited historical book performance.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.
FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that would lead to an upgrade of the ratings 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 a swap counterparty
ratings; (ii) significantly worse than expected performance of the
pool, and (iii) economic conditions being worse than forecast
resulting in higher arrears and losses.


F.A.GILL.LIMITED: Goes Into Administration
------------------------------------------
Business Sale reports that F.A.Gill.Limited, a family-run meat
processing firm based in Wolverhampton, fell into administration
last week, appointing Mike Dillon and Rochelle Schofield of Leonard
Curtis as joint administrators.

According to Business Sale, in its most recent accounts, for the
year to September 30, 2021, the company reported turnover of
GBP39.4 million, down from GBP42.7 million in 2020, while it fell
from a pre-tax profit of GBP140,254 to a pre-tax loss of
GBP193,277.

At the time, its fixed assets were valued at slightly over GBP4
million and current assets at GBP7.58 million, with total equity
amounting to GBP8.08 million, Business Sale discloses.


HELIOS TOWERS: Fitch Alters Outlook on B+ LongTerm IDR to Positive
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Helios Towers Plc's (HT)
Long-Term Issuer Default Rating (IDR) to Positive from Stable and
affirmed the IDR at 'B+'.

Fitch has also assigned the proposed USD675 million bond to be
issued by HT's wholly-owned subsidiary HTA Group Limited a senior
unsecured instrument rating of 'B+(EXP)' with a Recovery Rating of
'RR4'. The notes will rank pari passu with other senior unsecured
debt. The company intends to use the proceeds for the repayment of
its USD650 million bond due 2025 along with funding transaction
costs. Fitch expects the transaction to be largely
leverage-neutral.

The Positive Outlook reflects its expectation that the company's
public commitment to reduce leverage towards 3.0x by 2026, along
with focus on organic growth through increases in tenancies, will
enable it to generate positive free cash flow (FCF), and increase
headroom for managing operating environment risks. The push out of
the 2025 debt maturities through a partial tender in 2023 and the
current refinancing that Fitch assumes would be priced without any
significant increase in cost demonstrates the company's access to
capital markets.

Rating strengths include HT's leading market share in seven of its
nine markets, long-term earnings and cash-flow visibility
underpinned by long-term contracts, effective contract structures,
and strong market-growth drivers.

KEY RATING DRIVERS

Increasing Leverage Headroom: Company-defined net leverage declined
to 4.4x in 2023 from a peak of 5.1x in 2022, within its target
range of 3.5-4.5x. The company has announced its commitment to
further de-lever to 4.0x by end-2024 and towards 3.0x by end-2026
through organic growth with no significant debt-funded
acquisitions. Fitch expects Fitch-defined EBITDA net leverage of
4.7x in 2024, bringing the company to the low end of its 4.5x
upgrade threshold. Significant shareholder-friendly policies or
debt-funded acquisitions at high-multiples, although not currently
factored in, would delay deleveraging and could lead to a revision
of the Outlook to Stable.

Co-location Drives Tenancy Growth: HT has guided to organic tenancy
additions in 2024 of 1,600-2,100. It typically adds 75% of new
tenancies in the second half of the year and with over 760
tenancies added at March 2024, Fitch expects HT to reach the top of
its guidance, driving tenancy ratios through co-location. As
revenues from new tenants on an existing site are higher margin
than average, given minimal incremental expense an increased
tenancy ratio growth will help improve FCF margins and lower
leverage.

Operating-Environment Constraints: HT operates in countries
characterised by fairly weak operating environments associated with
'B+' and below sovereign ratings. Even in the absence of transfer
and convertibility risks, Fitch deems the ratings of corporates
operating in these markets as being somewhat anchored to the
respective sovereign ratings. Fitch believes that fragile economic
structures and uncertain regulation may negatively affect HT's
business profile.

Its rating thresholds for HT are consequently tighter than for
peers operating in developed markets. Geographical diversification,
manageable counterparty risk, hard currency contracts and access to
international markets soften the risk for HT compared with peers.

Highly Visible Cash Flows: HT's future cash flows are underpinned
by long-term index-linked contracts with mobile network operators.
At end-March 2024, HT had USD5.7 billion of revenues secured by
contracts and an average remaining life on its contracts of 7.7
years. It operates in emerging market countries with more sparse
network footprints than in Europe or the US, where mobile
penetration rates are lower and previous generation network
technologies like 2G and 3G remain dominant. Fitch expects growth
in penetration and adoption of newer technologies to provide
significant growth opportunities for tower companies in these
markets as mobile network densification grows.

Supportive Contract Structures: HT has escalators in almost all
customer contracts. Almost 50% of them have quarterly power
escalators and 50% have annual power escalators, in relation to
local pricing for fuel and electricity. HT also has annual CPI
escalators, with the company bearing the impact of FX increases on
those contracts that are not denominated in, or linked to, hard
currencies until escalators kick in. The contract structure limits
the impact on EBITDA from economic fluctuations. Failure to renew
contracts, pricing pressures at renewals and increased competition
could pressure the rating.

FX and Regulatory Risks: The company remains exposed to evolving
regulatory regimes, which are characterised by frequent changes and
strict compliance requirements. The regulatory risk is somewhat
mitigated by diversification. Fitch estimates that 56% of 2024
revenue will come from either dollarised countries or from
countries where the currency is euro- or dollar-pegged, while
another 19% is contractually linked to hard currencies. This
substantially mitigates the risk of adverse FX movements.

In Tanzania and Ghana, just over 40% of revenue is linked to hard
currencies. The Tanzanian shilling has been stable against the
dollar in recent years but as HT's largest market, a currency
depreciation would have a more significant impact for HT and could
constrain EBITDA growth. The company remains exposed to the risk of
de-dollarising or de-pegging of the local currencies, which could
impact EBITDA. However, its exposure to multiple local currencies,
strategy of keeping excess cash in US dollars, gradually converting
capex vendor contracts to local currencies and using substitutes to
dollars such as rand or euros helps mitigate the FX risk.

Applicable Country Ceiling: Fitch uses its Non-Financial Corporates
Exceeding the Country Ceiling Criteria to assess the risk from the
currency mismatch between cash flow and debt (mostly in US dollars)
as well as transfer and convertibility risk. Fitch determines HT's
effective Country Ceiling at 'B+'. Fitch estimates that net cash
flow (EBITDA used as proxy) generated by HT in countries with a
higher Country Ceiling than that of Tanzania (B+) is currently
insufficient to cover gross interest expense due in hard currency.
A positive change in this country mix could lead Fitch to apply a
higher applicable Country Ceiling.

Notching Above Country Ceiling: Fitch believes HT has structural
enhancements allowing for at least a one-notch IDR uplift above the
applicable Country Ceiling. This is based on its expectation that
any balance-of-payments crisis would be fairly short, during which
hard currency-denominated debt could be serviced with available and
generated offshore liquidity resources.

Fitch estimates cash flow generation and offshore readily available
cash and committed credit facilities to cover at least 12 months of
hard currency debt servicing by over 1.5x. This assessment factors
in its conservative assumption for the possible use of cash and
liquidity sources over the next two to three years to finance the
group's investments.

DERIVATION SUMMARY

HT's ratings are constrained by the operating environment the group
operates in. Absent operating-environment considerations, HT's
business and financial characteristics would be consistent with a
higher rating. Fitch benchmarks HT's ratings against a wide group
of peers that include various emerging-market telecoms
infrastructure and integrated operators.

HT's closest peer is IHS Holding Limited (IHS, B+/Stable), a tower
company focused on emerging markets with a significant African
presence and high exposure to a single-market Nigeria with a fairly
weak operating environment though HT has higher leverage than IHS.

Axian Telecom (B+/Stable), an integrated Africa-focused telecom
operator, is present in countries with a similarly weak operating
environment. Compared with Axian, HT has a higher debt capacity at
the 'B+' rating due to lower business risk given the infrastructure
nature of its business and lower market competition.

Except for its weaker operating environment, HT shares some
operating and financial characteristics with its investment-grade
international peers, such as American Tower Corporation
(BBB+/Stable), Cellnex Telecom S.A. (BBB-/Stable) or PT Profesional
Telekomunikasi Indonesia (BBB/Stable).

KEY ASSUMPTIONS

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

- Reported revenue to grow 10% in 2024 and by a high single-digit
percentage to 2027, due to strong organic growth from co-locations
and new-site builds

- Fitch-defined EBITDA margin of around 43.5% in 2024, improving
gradually to 46% by 2027

- Working-capital outflows of around USD20 million a year to 2027

- Capex at around 22% of revenue in 2024, mostly driven by
discretionary site and equipment investments. Capex to gradually
decline to 17% by 2027

- No dividends in 2024-2027

- No further debt-funded acquisitions factored in between 2024 and
2027

RECOVERY ANALYSIS

Key Recovery Rating Assumptions

- Its recovery analysis assumes that HT would be considered a going
concern in bankruptcy and that it would be reorganised rather than
liquidated

- A 10% administrative claim

- A post-restructuring going-concern EBITDA of USD259 million
reflects significant deterioration in HT's operating environment,
with disruption to customers' operations, leading to weaker revenue
and margins at HT

- An enterprise value (EV) multiple of 5.5x is used to calculate a
post-reorganisation valuation. Fitch calculates recovery prospects
for the senior unsecured debt at 67%. This includes the group's
USD675million senior notes, and assumes a fully-drawn term loan of
USD200 million and a fully-drawn revolving credit facility (RCF) of
USD90 million. Its estimates also include the equivalent of USD368
million of prior-ranking local facility debt. For its recovery
calculation, HT's USD300 million 2.875% convertible bonds are
deemed subordinated to the senior unsecured debt

- While recovery prospects of 67% would generally imply a one-notch
uplift for the instrument rating relative to the IDR, according to
its Country-Specific Treatment of Recovery Ratings Rating Criteria
the instrument rating for companies operating in African countries
is capped at the IDR, yielding a Recovery Rating of 'RR4'with 50%
recoveries in a hypothetical event of default.

RATING SENSITIVITIES

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

- Improvement in the operating environment of the countries in
which HT operates or favourable change in the geographical mix of
cash flows, continued strong market position in countries of
operation with 'B+' and above rated countries consistently
contributing to 50% of EBITDA,

- EBITDA net leverage below 4.5x on a sustained basis, as part of a
longer-term commitment to a conservative capital allocation policy,
along with positive FCF generation

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

- Downward revisions of the sovereign Country Ceiling of the
countries HT operates in, which could lead us to revise its
applicable Country Ceiling.

- EBITDA net leverage above 5.5x on a sustained basis

- EBITDA interest coverage below 2.0x

- Competitive weaknesses, market share erosion, regulatory
pressures or shareholder distributions leading to significant
deterioration in FCF generation

- Material deterioration in the operating environments of the
countries in which HT operates

- Liquidity risks, including challenges in moving cash out of
operating companies to HT to service offshore debt.

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: At end-March 2024 HT had USD88.5 million of
cash and cash equivalents, of which around half was held at the
holding company. HT also had access to USD375 million of undrawn
debt facilities. After the current refinancing of the USD650
million bonds due 2025, the next maturity will be in 2027 when the
USD300 million convertible notes come due, with the first call in
2026.

Fitch assumes FCF to start trending to positive levels, which Fitch
expects will continue until the company pivots to an aggressive
build to suit programme or significant acquisitions. High capex on
a new site would remain discretionary and would be accompanied by a
contract characterised by long-term income.

ISSUER PROFILE

HT is an independent tower company with more than 14,000 towers in
nine high-growth markets in Africa and the Middle East and a
leading position in seven.

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
   -----------         ------                  --------   -----
Helios Towers
Plc              LT IDR B+     Affirmed                   B+

   senior
   unsecured     LT     B+     Affirmed          RR4      B+

HTA Group, Ltd

   senior
   unsecured     LT     B+     Affirmed          RR4      B+

   senior
   unsecured     LT     B+(EXP)Expected Rating   RR4


HOW DEVELOPMENT 2: Collapses Into Administration
------------------------------------------------
Business Sale reports that The How Development 2 Limited, a
building project developer based in St Ives, fell into
administration last week, with Mark Blackman and James Saunders of
Kroll Advisory appointed as joint administrators.

According to Business Sale, in its accounts for the year to October
31, 2022, the company's current assets were valued at GBP5.3
million, but its debts left it with net liabilities totalling
GBP8,900.


LIOPA: Enters Liquidation, Owes GBP921,475 to Creditors
-------------------------------------------------------
Ryan McAleer at The Irish News reports that a Belfast company
involved in the development of lip reading technology has gone into
liquidation.

Liopa, which was based at Queen's University's Institute of
Electronics, Communications and Information Technology (ECIT) in
the Titanic Quarter, entered insolvency proceedings last month.

Set up in late 2015, the tech start-up was spun out of Queen's
University the following year in a bid to commercialise academic
research into visual speech recognition (VSR) technology,
effectively automated lip reading.

According to The Irish News, at the time, Liopa said its VSR
technology was the product of over 50 "man-years" of research.

Liopa received significant funding from Invest NI's Techstart NI
fund and The Future Fund, which is backed by the UK Government, The
Irish News states.

Documents filed with Companies House on May 22 confirm the
shareholders agreed to voluntarily wind up the business on April 8,
2024, following a meeting at the Belfast offices of HCA Business
Recovery Ltd., The Irish News relates.

The resolution passed said "the company cannot, by reason of its
liabilities, continue its business".

A liquidator from HCA Business Recovery was appointed the same day,
The Irish News recounts.

A report assessing Liopa's liabilities show it had a total
deficiency of GBP1.493 million, including GBP921,475 owed to its
creditors, The Irish News discloses.

The biggest debt is with The Future Fund.  The London-based fund,
which is managed by the British Business Bank, is owed GBP349,889,
according to The Irish News.

Liopa also owed Techstart NI SME Equity LP GBP262,304, with another
GBP57,662 owed to Invest NI itself, The Irish News states.

A further GBP145,035 is owed to QUBIS, the commercialisation arm of
Queen's University, The Irish News says.

According to The Irish News, HMRC and the Redundancy Payment
Service are listed as the preferential creditors, with a total debt
of GBP46,520.

The same report estimates Liopa had around GBP195,000 in total
assets available for preferential creditors, including GBP135,181
in cash held at the bank, The Irish News notes.


MERCIAN CYCLES: To Enter Voluntary Liquidation, Ceases Trading
--------------------------------------------------------------
Adwitiya Pal at road.cc reports that after almost 80 years of
crafting and designing bicycle frames, Mercian Cycles has ceased to
trade and has appointed an agency to help with the process as the
company enters voluntary liquidation.

The company confirmed this news to road.cc on May 23, saying:
"Mercian Cycles Ltd has ceased to trade, and we have instructed an
Insolvency Practitioner to assist us with taking the appropriate
steps to place the Company into Creditors' Voluntary Liquidation."

Opus Business Advisory Group, hired by Mercian to assist in the
process, told road.cc that it is "working closely with the company
to help manage a controlled wind down of the business and a smooth
transition for stakeholders".

Mercian Cycles was founded in 1946 when Lou Barker and Tom Crowther
first set up shop in London Road, Derby, and have been producing
superb steel frames since then.  In fact, they are frequently named
as one of the most esteemed and skilled British manufacturers.


PIONEER UK: S&P Rates New $60MM First Lien Term Loan 'B-'
---------------------------------------------------------
S&P Global Ratings assigned its 'B-' issue-level rating to Pioneer
UK Midco 2 Ltd. (which operates as PCI Pharma Services;
B-/Stable/--) subsidiary Packaging Coordinators Midco Inc.'s
proposed incremental $60 million first-lien term loan. The recovery
rating on the term loan is '3', reflecting its expectation for
meaningful (50%-70%; rounded estimate: 50%) recovery in the event
of a default. The new debt will only modestly increase the
company's debt balance. As part of this transaction, PCI is also
repricing its existing $1.9 billion first-lien term loan and will
benefit from the lower interest cash payments by lowering their
interest margin by 50 basis points to SOFR + 325.

PCI intends to use the proceeds to fund cash to the balance sheet
for general corporate purposes. S&P said, "Our existing 'B-' issuer
credit rating and stable rating outlook on PCI are unaffected by
this transaction and continue to reflect PCI's decent market
position in its niche, very high leverage, and modest cash flow
generation, given significant capex investments. Our existing 'B-'
issue-level rating and '3' recovery rating on its senior secured
debt are also unchanged."


REMARKABLE VENTURES: Lonsdale Terrace Up for Sale After Collapse
----------------------------------------------------------------
Cumbria Crack reports that a row of houses in the West Cumbrian
village of St Bees are on the market after its developer Remarkable
Ventures 1 Ltd went into administration.

The Grade II-listed Lonsdale Terrace is for sale for an undisclosed
sum, Cumbria Crack notes.

Former boarding houses of St Bees Grammar School, the developer was
converting and revamping numbers one to 11 to create a terrace of
10 houses plus two apartments, but the work was only partly
completed before administrators were appointed in March, Cumbria
Crack states.

Now, Hilco Valuation Services Europe and Hilco Real Estate Advisory
UK & Europe have been instructed by the joint administrators as the
sole marketing agent to advertise the terrace for sale on an "as
is" basis, Cumbria Crack discloses.

Original planning and listed building consent was granted in 2016
which has been amended and updated by the former developer, Cumbria
Crack recounts.

According to Cumbria Crack, Scott Marriott, of Hilco Global Real
Estate Advisory, said: "This provides an excellent opportunity for
an established developer or contractor to acquire this property
with the benefit of planning and listed building consent.

"The completed houses would appeal as family homes or holiday
lets."

For more information on the sale, visit
https://www.hilcovs.co.uk/sale-list/lonsdale/




===============
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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