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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

          Monday, June 3, 2024, Vol. 25, No. 111

                           Headlines



B U L G A R I A

FIRST INVESTMENT: Fitch Affirms 'B' LongTerm IDR, Outlook Stable


C Y P R U S

KLPP INSURANCE: S&P Affirms 'BB+' ICR & Alters Outlook to Stable


F R A N C E

ALTICE FRANCE: EUR1BB Bank Debt Trades at 17% Discount
IM GROUP: S&P Affirms 'B' ICR & Alters Outlook to Negative
PAPREC HOLDING: S&P Affirms 'BB' ICR & Alters Outlook to Negative


G E R M A N Y

PROXES GMBH: EUR95MM Bank Debt Trades at 16% Discount


H U N G A R Y

NITROGENMUVEK: Fitch Keeps 'CCC+' LongTerm IDR on Watch Negative


I R E L A N D

AQUEDUCT EUROPEAN 8: S&P Assigns B-(sf) Rating on Cl. F Notes
ARBOUR CLO XI: Fitch Assigns 'B-sf' Final Rating on Class F-R Notes
ARBOUR CLO XI: S&P Assigns B-(sf) Rating on Class F-R Notes
ARES EUROPEAN XVI: Fitch Assigns 'B-sf' Rating on Class F-R Notes
BARROW FUNDING: S&P Assigns B-(sf) Rating on Class F-Dfrd Notes

FERNHILL PARK: Fitch Assigns 'B-sf' Final Rating on Class F Notes
FERNHILL PARK: S&P Assigns B-(sf) Rating on Class F Notes
MARLAY PARK: Fitch Affirms 'B+sf' Rating on Class E Notes


I T A L Y

ALBA 14 SPV: Moody's Assigns Ba1 Rating to EUR175.1MM Cl. B Notes
PACHELBEL BIDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable


K A Z A K H S T A N

BEREKE BANK: Fitch Keeps 'BB' LongTerm IDR on Watch Negative


L U X E M B O U R G

PLT VII FINANCE: Fitch Alters Outlook on B LongTerm IDR to Positive
SITEL GROUP: EUR1BB Bank Debt Trades at 19% Discount


M A L T A

ESPORTS ENTERTAINMENT: Narrows Net Loss to $2.8MM in Fiscal Q3


N E T H E R L A N D S

ACR I BV: Moody's Downgrades CFR to B3 & Alters Outlook to Stable
SPRINT BIDCO: EUR700MM Bank Debt Trades at 68% Discount
SPRINT BIDCO: Fitch Lowers Rating on Senior Secured Debt to 'CCC-'
[*] Moody's Ups Ratings on 27 Notes From 15 Netherlands RMBS Deals


P O L A N D

CYFROWY POLSAT: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable


S P A I N

SANTANDER CONSUMO 6: Moody's Gives B3 Rating to EUR57.6MM E Notes


S W E D E N

SAS AB: Second-Quarter Pre-Tax Loss Doubled to SEK3.07 Billion


T U R K E Y

ERDEMIR: Fitch Assigns 'B+' LongTerm IDR, Outlook Positive


U N I T E D   K I N G D O M

ATLANTICA SUSTAINABLE: Fitch Puts 'BB+' Rating on Watch Negative
BARROW FUNDING: Fitch Assigns 'B-sf' Final Rating on Class F Notes
BLITZEN SECURITIES 1: Fitch Affirms 'BB+sf' Rating on Class F Notes
ELIZABETH FINANCE 2018: S&P Lowers E Notes Rating to 'CCC-(sf)'
EVERTON FC: May Go Into Administration if 777 Demands Repayment

HOPS HILL 4: Fitch Assigns 'BB+sf' Final Rating on Class E Notes
INVERNESS CALEDONIAN: Fans Prefer Administration Over Kelty Move
JME DEVELOPMENTS: Little Stanion Residents Express Concern
OEM GROUP: Enters Administration Following Cash Flow Pressures
PHARMANOVIA BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable

RIPON MORTGAGES: S&P Affirms 'B-(sf)' Rating on Cl. X-Dfrd Notes
STRATTON MORTGAGE 2024-3: Fitch Assigns B(EXP)sf Rating on F Notes
TIC BIDCO: Moody's Assigns B3 CFR & Rates Senior Secured Loans B2
TIC BIDCO: S&P Assigned Preliminary 'B-' ICR, Outlook Positive
TORQUAY UNITED: Bryn Consortium Completes Acquisition

VIVA BRAZIL: Bought Out of Administration in Pre-pack Deal


X X X X X X X X

[*] BOND PRICING: For the Week May 27 to May 31, 2024

                           - - - - -


===============
B U L G A R I A
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FIRST INVESTMENT: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed First Investment Bank AD's (FIBank) Long
-Term Issuer Default Rating (IDR) at 'B' with a Stable Outlook and
Short-Term IDR at 'B'. At the same time, Fitch has affirmed the
bank's Viability Rating (VR) at 'b'.

KEY RATING DRIVERS

Asset Quality, Capital Constrain Ratings: FIBank's ratings are
constrained by its weak asset quality, which weigh on its
profitability and business model and encumber its capital, given
only modest provisioning. This is balanced against a reasonable
domestic franchise and adequate funding and liquidity.

Stable Business Prospects: Bulgaria's economic environment
continues to improve, aligning more closely with regional peers.
This offers local banks moderate opportunities to do consistently
profitable business. Banks' business prospects are underpinned by
banking union membership, significant and structural improvements
in asset quality over the last five years and materially reduced
sector fragmentation.

Business Model Constrained: FIBank's business profile is weighed
down by a high share of problem assets, which limits its ability to
expand and improve returns. FIBank is Bulgaria's fifth largest
bank, controlling about 8% of sector assets at end-2023.

High Exposure to Problem Assets: The bank's weak asset quality and
high capital encumbrance weigh on its risk profile, despite some
improvement in underwriting, particularly in retail lending. These
issues also affect its business model, resulting in a strong
linkage between FIBank's business and risk profiles.

Weak Asset Quality: FIBank's impaired loans ratio reached about 17%
(unconsolidated) by end-1Q24 (end-2023: 12.5%), reflecting its weak
asset quality. Fitch expects the ratio to come down over the next
two years, as higher revenue provides capacity to manage impaired
loans down, but the ratio is likely to remain above 10% and much
higher than at peers.

Asset quality is also weakened by a high stock of foreclosed
assets, including investment property, which remain difficult to
resolve. The bank's reserve coverage of problem assets is
significantly weaker than at peers, with loan loss allowances
covering 30% of impaired loans at end-1Q24.

Impairments Weigh on Profitability: Fitch expects FIBank's
profitability metrics to weaken over 2024-2025 amid asset quality
pressure and remain more volatile than at peers, given its modest
provisioning of large problem loans and assets. This will keep
impairment charges high. Operating profit/risk-weighted assets
improved to 2.2% in 2023 (2022: 1.3%) on higher interest rates.

High Capital Encumbrance: The bank's common equity Tier 1 (CET1)
ratio stood at 17.0% at end-1Q24, however, capital was largely
encumbered by unprovisioned problem assets, which represented 71%
of CET1 capital.

Reasonable Funding and Liquidity: The bank's funding relies on
customer deposits. These tend to be confidence sensitive, but have
remained stable through recent market uncertainty. Customer
deposits are fairly granular and liquidity provides strong coverage
for FIBank's refinancing needs. The bank remains self-funded, as
evident in its stable and moderate gross loans/deposit ratio
(end-2023: 65%). Regulatory liquidity ratios remain comfortably
above regulatory minimum requirements.

RATING SENSITIVITIES

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

Negative rating action could stem from a weakening of FIBank's
asset quality due to a rise in bad debt that is not adequately
provided for and without clear and credible prospects for swift
recovery. In particular, an impaired-loan ratio above 30% or large
rise in problem assets.

A deterioration of the bank's capital position due to asset-quality
pressure or weaker profitability could also lead to negative rating
action. This could happen, for example, if the CET1 ratio falls
below 15% on a sustained basis or if the bank's unprovisioned
impaired loans exceed its CET1 capital.

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

An upgrade would be contingent on significant progress in resolving
the bank's problem assets, while maintaining reasonable
profitability and capitalisation. This would require a credible
improvement in asset quality along with the impaired-loan ratio
falling below 15% on a sustained basis, increased coverage of
impaired loans closer to the sector average and progress in
addressing the bank's stock of non-loan problem assets.

SUPPORT KEY RATING DRIVERS

No Government Support: FIBank's Government Support Rating (GSR) of
'ns' (no support) expresses Fitch's opinion that, although
potential sovereign support for the bank is possible, it cannot be
relied on. This is underpinned by the EU's Bank Recovery and
Resolution Directive, transposed into Bulgarian legislation, which
requires senior creditors to participate in losses, if necessary,
instead of or ahead of a bank receiving sovereign support.

SUPPORT RATING SENSITIVTIES

An upgrade of the GSR would most likely result from a positive
change in Bulgaria's propensity to support domestic banks. While
not impossible, Fitch believes this is highly unlikely in light of
the existing resolution legislation.

VR ADJUSTMENTS

The 'bb+' operating environment score is below the 'bbb' category
implied score due to the following adjustment reason: financial
market development (negative).

The 'b' earnings and profitability score has been assigned below
the 'bb' category implied score due to the following adjustment
reason: earnings stability (negative).

The 'b' capitalisation and leverage score is below the 'bb'
category implied score due to the following adjustment reason:
reserve coverage and asset valuation (negative).

ESG CONSIDERATIONS

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

   Entity/Debt                       Rating         Prior
   -----------                       ------         -----
First Investment
Bank AD            LT IDR             B  Affirmed   B
                   ST IDR             B  Affirmed   B
                   Viability          b  Affirmed   b
                   Government Support ns Affirmed   ns




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C Y P R U S
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KLPP INSURANCE: S&P Affirms 'BB+' ICR & Alters Outlook to Stable
----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' long-term issuer credit and
financial strength ratings on Cyprus-based insurance company KLPP
Insurance and Reinsurance Co. Ltd. (KLPP). S&P revised the outlook
to stable from negative.

The implementation of S&P's updated criteria for analyzing
insurers' risk-based capital was not the driver for revising the
outlook, as the capital position remained largely unchanged at a
very solid level.

Under S&P's revised capital model criteria, it has captured the
benefits of risk diversification more explicitly in S&P's analysis,
which supports capital adequacy.

The recalibration of S&P's capital charges to higher confidence
levels somewhat offsets these improvements.

Outlook

S&P said, "The stable outlook reflects our view that KLPP will
continue to take all the necessary steps to resolve the existing
qualified opinions in its annual report, and potential capital
volatility from its Russian assets or the assets that are the basis
for the qualified opinion will remain very limited relative to its
capital base. The stable outlook also reflects our view that KLPP
will maintain its strong financial risk profile, backed by a
sufficient buffer above the 99.99% confidence level, according to
the S&P Global Ratings capital model."

Downside scenario

S&P could lower the ratings within the next 12 months if:

-- KLPP does not take all the necessary steps to resolve the
existing qualified opinions, or if any new significant
governance-related issues emerge;

-- The company experiences significant earnings volatility
stemming, for example, from its investments with foreign exchange
exposure; or

-- S&P observes any material weakening of KLPP's business risk
profile, as shown by a decrease in new business, including from
existing international customers and brokers, or an unexpected
material expansion in high risk insurance markets.

Upside scenario

S&P views a positive rating action as unlikely over the next 12
months. This would require KLPP to demonstrate a sustainable track
record of profitable and diversified growth in its chosen insurance
and reinsurance markets, thereby demonstrating a strengthening
competitive position.

Rationale

KLPP's 2023 annual report again contains qualified opinions with
regards to KLPP's investments in a loan to a subsidiary in Germany,
as well as a new qualified opinion with regards to an investment in
the form of a non-controlling interest in a company operating in
Russia. For both investments, the auditor indicated insufficient
information. S&P said, "However, we believe KLPP is committed to
resolving these qualified opinions via active measures to improve
the transparency or sale of these assets. Moreover, we believe the
magnitude of these assets is well manageable for the company. As
per KLPP's annual report, the carrying value of the loan in Germany
is $13.9 million, which we understand is partially backed by an
$8.8 million guarantee provided by KLPP's shareholders. The new
audit qualification relates to a $1.6 million asset exposure.
Together, these two audit qualifications relate to less than 3% of
reported shareholders' equity when including the shareholder
guarantee. We therefore continue to assess governance as neutral
since the company continues to take active measures, is compliant
with Solvency II regulation, and has sufficient underwriting and
investment risk controls."

KLPP's franchise remains in the development stage, and it has yet
to demonstrate an ability to sustainably attract scale and
meaningful, profitable, and diversified business over a longer
period as it shifts its portfolio more into competitive developed
markets. Furthermore, the company has a track record of
underwriting losses since 2021. S&P therefore assesses its
competitive position as weak.

S&P said, "In 2023, KLPP generated insurance revenue (IFRS 17) of
$26.6 million, mainly in surety and property, which we assume will
remain its main lines of business. This is a 29% increase versus
2022, but overall revenues have been volatile over the past five
years. The combined (loss and expense) ratio was about 138% in 2023
with a total negative insurance service result of about $10
million, reflecting an increase in property reinsurance claims as
well as KLPP's sensitivity toward large single claims in view of
its still relatively small portfolio. We think KLPP has made
progress in fostering relationships with customers and demonstrated
its willingness to invest in underwriting capabilities and regional
representation.

"We believe KLPP's capital will remain a key rating strength over
2024-2025, based on its S&P Global Ratings capital adequacy and
regulatory solvency, with a Solvency II ratio of 634% at year-end
2023. Under our base case, we assume KLPP will remain committed to
maintaining sizable buffers even above the capital requirements
under our highest 99.99% confidence level, according to our capital
model in the next years. We incorporate in our forecasts that KLPP
may continue to pay out dividends out of accumulated retained
earnings in excess of its annual net income, as demonstrated in
2023 and 2022."

Sound investment results enabled KLPP to report a small profit of
$0.3 million for 2023, more than offsetting the negative insurance
service result. S&P believes KLPP's investment exposure is
generally conservative, with the vast majority being invested in
investment-grade, fixed-income securities. Moreover, KLPP has
actively reduced its Russia-related assets in the past two years,
which now represent about 11% of total investments compared to
21.5% in 2022.

In 2023, KLPP borrowed about $120 million from banks in Japanese
yen, to improve its investment result and earn a margin against the
nominal interest rate of the loan by investing in highly rated
bonds in different currencies. The currency risk associated with
borrowings in Japanese yen is mitigated by a currency swap. S&P
said, "We will continue to monitor the permanence and efficiency of
the foreign exchange hedge protection. We treat this loan as
operational leverage. We also believe additional capital and
earnings volatility can arise from KLPP's exposure to property
reinsurance as demonstrated in the 2023 results."

Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:

-- Transparency and reporting




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F R A N C E
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ALTICE FRANCE: EUR1BB Bank Debt Trades at 17% Discount
------------------------------------------------------
Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 83.3
cents-on-the-dollar during the week ended Friday, May 31, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR1 billion Term loan facility is scheduled to mature on
February 2, 2026.  About EUR242 million of the loan is withdrawn
and outstanding.

Altice France provides wireless telecommunication services. The
Company offers fiber optic network solutions for all type of
media.
Altice France serves customers in France.


IM GROUP: S&P Affirms 'B' ICR & Alters Outlook to Negative
----------------------------------------------------------
S&P Global Ratings revised its outlook on IM Group, the holding
company of Isabel Marant, to negative from stable and affirmed its
'B' issuer credit rating and 'B' issue rating on its EUR265 million
senior secured debt maturing in 2028.

The negative outlook reflects the risk that the group's operating
performance will remain under pressure due to a prolonged weakness
in the wholesale channel. This can derive from uncertainty
associated to macroeconomic conditions and lower consumer
confidence in mature markets hampering consumer demand, limiting
store traffic conversion rate, hence translating into weaker
profitability.

French personal luxury goods manufacturer Isabel Marant experienced
weaker operational performance than anticipated in 2023, mainly
owing to a difficult consumer demand environment hampering its
wholesale and online channels combined with higher operating costs
associated to its retail network expansion.

In 2023, a steep decline in wholesale orders and fewer online sales
significantly affected Isabel Marant's operating performance and
credit metrics. The group reported net sales of about EUR244
million at year-end 2023, representing a 7.7% year-on-year decline.
This decrease was primarily owing to fewer wholesale
orders--including those from online retailers--that resulted from
lower end-customer demand amid uncertain macroeconomic conditions,
especially in the U.S. (about 14% of total annual sales) and Italy.
As such, orders for the spring/summer 2023 collection were down 2%,
those in fall/winter 2023 were down 16%, and spring/summer 2024
down 25%, leading to an about 14% drop in wholesale revenue in
2023. Within direct-to-customer (DTC; 40% of total annual sales),
the physical retail channel was the one showing growth, at 8%. The
ramp-up of recently opened stores supported this, although on a
like-for-like basis this figure was down by 4.7%, while e-commerce
was down 12%. For 2023, adjusted EBITDA dropped to EUR53.5 million
from EUR75.5 million in 2022, translating into an adjusted EBITDA
margin of 22.0% against 28.6% in 2022. The decrease in wholesale
volumes explains most of the drop in EBITDA, along with additional
costs relating to the retail network expansion--10 new stores
opened in the past 12 months--and the group's new management team
in Japan. All in all, this led to a material deviation in adjusted
debt leverage that reached 7.1x in 2023 compared with our forecast
of 6.0x-6.5x. At the same time, funds from operations (FFO) cash
interest coverage deteriorated toward 2.0x--down from 4.3x in
2022--and annual FOCF (including lease payments) was negative,
close to EUR13.5 million.

S&P said, "We revised our base case to account for wholesale
channel pressure, distribution network consolidation, and the
expectation that margins will normalize. In the first quarter of
2024, the group reported an 18% contraction in sales compared to
first quarter 2023, which was mainly due to the drop in wholesale
orders. DTC sales were up by 4%, supported by the rebound in online
activity (+6.4%) and positive trends in brick-and-mortar stores
(+3.0%). However, like-for-like sales were down 8.3% due to weak
consumer demand in China and Hong Kong. Reported EBITDA was
affected by the decrease in sales at 22.2% compared to 27.0% in the
first quarter of 2023. For 2024, we now forecast reported annual
revenue will contract by 4.5%-5.5%. However, we anticipate a
broadly stable adjusted EBITDA margin in the 22.0%-22.5% range,
mainly supported by the group's cost saving initiatives. Our
revised base case incorporates the depressed wholesale order level
for the spring/summer 2024 and fall/winter 2024 collections, down
25% and 30% respectively, and anticipated order level stabilization
for the spring/summer 2025 collection, accounting for about 25% of
wholesale sales in 2024. Soft online channel trends witnessed
during 2023 (-12% year-on-year) should progressively normalize and
be supported by the internalization of the e-commerce channel (6%
of total sales 2023), which was completed in April 2024. We
anticipate a rebound in physical retail sales, only partially
compensating for the lower wholesale activity. This is owing to the
full-year sales contribution in 2024 from the newly opened stores,
along with improved retail efficiency and store traffic conversion
rate. We expect that the group will maintain a broadly stable gross
margin thanks to higher DTC channel exposure, where the group
retains full control over pricing strategy and promotion, leading
to a higher average selling price. We understand the group remains
focused on reducing operating expenses and general costs related to
business travel and staff. We expect marketing expenses to remain
stable as a percentage of sales to promote brand desirability. As
such, we anticipate adjusted EBITDA of EUR50.0 million-EUR55.0
million in 2024, compared to EUR53.5 million in 2023.

"Furthermore, we now expect adjusted debt to EBITDA to remain above
7.0x in 2024 and to improve to slightly below 7.0x in 2025. The
deviation in the group's performance during 2023 compared to our
previous expectations and revised base case reduce the overall
rating headroom.

"We expect FOCF in 2024 (including lease payments) to remain
negative, at EUR7.0 million-EUR12.0 million, from about -EUR13.5
million in 2023, although maintaining adequate liquidity. Cash flow
conversion is negatively affected by lower EBITDA and an expected
increase in working capital requirements due to a progressive step
up in wholesale orders, but positively so by the dropship model,
allowing the group to use the same inventory pool for both its
retail and online distribution channels. This will ultimately
result in better inventory management. In addition, the slowdown in
new store openings means we estimate generally lower annual capital
expenditure (capex) of EUR15.0 million-EUR20.0 million (including
capitalized design costs) over the next couple of years, down from
EUR27.4 million in 2023." At year-end 2023, the group had close to
EUR60 million of cash on balance sheet. Moreover, the group's
overall liquidity is also supported by the new EUR15.0 million
revolving credit facility (RCF) due in 2027, which is expected to
remain fully undrawn. Liquidity is further supported by no
significant debt maturing until 2028.

The negative outlook reflects the risk that group's operating
performance remains under pressure, mainly caused by a prolonged
weakness in wholesale channel. This can derive from uncertainly
associated to macroeconomic conditions and lower consumer
confidence in mature markets, hampering demand and limiting the
store traffic conversion rate, which ultimately translates into
weaker profitability. Under S&P's current base case, it forecasts
adjusted debt to EBITDA to remain above 7.0x in 2024 before
reducing to slightly below 7.0x in 2025 and foresee the group
remaining FOCF negative (including lease payments).

S&P said, "We could lower the rating if we think the group's
adjusted debt to EBITDA will remain above 7.0x for longer, with
recurring negative annual FOCF. This could happen, for example, if
Isabel Marant's profitability deteriorates further due to subdued
demand which is not offset by successful cost savings initiatives
at operating level.

"We could revise our outlook on Isabel Marant to stable if we see
tangible signs of improved operational performance combined with a
prudent financial policy, translating into faster deleveraging in
the next 12-18 months. This would entail the group reducing its
adjusted debt to EBITDA to below 7.0x on a sustainable basis,
generating higher FOCF, and improving its FFO cash interest
coverage ratio at or above 2.0x."


PAPREC HOLDING: S&P Affirms 'BB' ICR & Alters Outlook to Negative
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on French waste recycler
Paprec Holding to negative from stable and affirmed its 'BB'
long-term issuer credit rating. At same time, S&P affirmed its 'BB'
issue-level rating on its senior secured notes. The '3' recovery
rating is unchanged, indicating its expectation for meaningful
recovery prospects (50%-70%; rounded estimate: 55%) in the event of
a payment default.

The negative outlook indicates that S&P will downgrade Paprec if
its leverage remains above 4.0x and its funds from operations (FFO)
to debt drops below 20%, which could occur if it experiences a
weaker-than-anticipated operating performance or undertakes
significant debt-funded acquisitions.

Paprec reported weaker-than-expected credit metrics in 2023.The
company's S&P Global Ratings-adjusted debt to EBITDA rose to 4.5x
in 2023 from 3.5x in 2022. S&P said, "This is above our prior
expectation for leverage of 3.7x as of year-end 2023. The company
increased its net debt by about EUR300 million during the year to
fund its continued investments and acquisitions and the
construction of waste-to-energy centers on behalf of certain
municipalities (in some cases, Paprec funds the two to three-year
construction phase and is reimbursed upon delivery of the asset).
At the same time, its reported EBITDA (excluding management's
adjustments) remained broadly stable because its past investments
have yet to generate EBITDA. The company also experienced difficult
market conditions, including a collapse in the price of recycled
raw materials due to weak demand and rising costs, particularly for
purchased electricity. This negatively affected Paprec's
performance because the price at which it sells the energy it
produces from waste is capped, whereas the purchase price of the
electricity it uses is not. The company has a hedging policy of
securing electricity prices about a year in advance, which
significantly affected its 2023 performance. We understand this
negative impact will not carry over into 2024 because the company
secured much more attractive electricity prices for the year."

S&P said, "We anticipate that the increase in Paprec's leverage
will be temporary. We project the company will expand its EBITDA by
10%-15% year in 2024-2025, underpinned by new contract wins, a
reduction in electricity prices, and contributions from its bolt-on
acquisitions. In the first quarter of 2024, Paprec increased its
volumes by about 7% and its management EBITDA by 20%, which
demonstrates its positive trajectory. The company will raise its
investment to about EUR300 million in 2024, from EUR260 million in
2023, to support its new contracts. However, we anticipate that
Paprec will reduce its leverage below 4.0x and improve its FFO to
debt closer to 20% by 2025. We note that these metrics are close to
our downside triggers, thus the company will have limited headroom
for an underperformance."

The company's current leverage is at the top end of its target
range. Paprec remains committed to maintaining net debt to EBITDA
of between 2.5x and 3.5x, as per the company's definition.
Management indicated that in the event of operational setbacks, it
can easily reduce its investment to keep its leverage within that
range. However, while Paprec's leverage target used to correspond
with S&P Global Ratings-adjusted debt to EBITDA of 3.0x-4.0x, S&P
notes that the gap widened in 2023 because it added back items that
it considered to the one-offs, such as abnormally high electricity
prices or the operating expenses related to a newly acquired
engineering procurement construction (EPC) business before it
signed its first contracts. The company also deducts the capital
expenditure (capex) related to the construction of its fully owned
incinerator in Scotland from its debt until it generates revenues.
If such adjustments persist or increase, it could lead us to assess
management's leverage tolerance as no longer commensurate with the
current rating.

The negative outlook reflects the risk that Paprec will deleverage
slower than we currently expect.

S&P could take a negative rating action on Paprec if its operating
performance is weaker than expected such that its leverage remains
above 4.0x and its FFO to debt falls below 20%. This could occur if
the company's international expansion or business strategy
encounter problems. It could also follow a severe economic
contraction in Europe that reduces the company's volumes and lowers
its prices, especially those for industrial clients.

S&P could also lower its rating if Paprec:


-- Attempted significant debt-funded acquisitions; or

-- Undertook material shareholder distributions that significantly
increased its leverage.

S&P said, "Finally, we could downgrade the company if governance
deficiencies are identified as part of the legal proceedings
against its former CEO and founder or the trial materially affects
its ability to do business by making it harder to access capital or
exposing other issues linked to potential reputational damage.

"We could revise our outlook on Paprec to stable in the next 12
months if its S&P Global Ratings-adjusted leverage declines below
4x and its FFO to debt rises above 20% on a sustainable basis. This
would likely stem from a continuously strong operating performance,
the good execution and ramp-up of its new contracts, continued
renewals of its contracts with existing contracts, and an increase
in raw material prices.

"We would also expect the company to adhere to a financial policy
that supports its maintenance of these credit metrics through the
investment and acquisition cycles."




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G E R M A N Y
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PROXES GMBH: EUR95MM Bank Debt Trades at 16% Discount
-----------------------------------------------------
Participations in a syndicated loan under which ProXES GmbH is a
borrower were trading in the secondary market around 83.5
cents-on-the-dollar during the week ended Friday, May 31, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR95 million Term loan facility is scheduled to mature on July
15, 2024.  The amount is fully drawn and outstanding.

ProXES GmbH designs and manufactures industrial machinery. The
Company offers food processing, pharmaceutical, and health-care
technologies. The Company’s country of domicile is Germany.




=============
H U N G A R Y
=============

NITROGENMUVEK: Fitch Keeps 'CCC+' LongTerm IDR on Watch Negative
----------------------------------------------------------------
Fitch Ratings has maintained Nitrogenmuvek's 'CCC+' Long-Term
Issuer Default Rating (IDR) and senior unsecured rating on Rating
Watch Negative (RWN). The Recovery Rating is 'RR4'. Fitch has
simultaneously withdrawn the ratings for commercial reasons.

The RWN reflects that Nitrogenmuvek continues to face very high
refinancing risk for its May 2025 Eurobonds and a substantially
increased possibility of default, in the absence of a significant
improvement in fertiliser prices in 2024 or an unanticipated equity
cure. The introduction of a tax on CO2 emissions applied
retrospectively puts further pressure on the company's financial
profile.

Fitch has chosen to withdraw Nitrogenmuvek's ratings for commercial
reasons.

KEY RATING DRIVERS

Cash Flows Under Pressure: Nitrogenmuvek's 2023 reported results
are in line with its previous forecasts. The company's margins and
cash flow generation remain under pressure due to persistently low
fertiliser prices and elevated gas costs. Together with the
introduction of a CO2 emissions tax, this is leading to projected
negative free cash flow (FCF) until end-2026, with an exception in
2024 due to a planned release of inventories. Fitch projects a
meaningful recovery in EBITDA margins will only begin from 2027,
which Fitch expects will restore EBITDA gross leverage to 6.3x.

CO2 Tax Squeezed Margins: Nitrogenmuvek faces around HUF10 billion
of payments per year, due to the new CO2 emission tax of about
EUR36 per tonne and a 15% transaction fee on a CO2 emission quota
sale. The company is contesting the tax legality but Fitch believes
this may take several years. Payment of CO2 emissions tax, along
with its assumptions for fertiliser and gas prices, will lead to
highly pressured EBITDA until 2025 and moderate recovery from only
2026, jeopardising business sustainability.

Very High Refinancing Risk: Fitch believes refinancing the
company's 2025 Eurobond will be challenging, given Nitrogenmuvek's
weak financial performance and fertiliser market trends, which are
amplified by the introduction of CO2 tax and adverse financial
market conditions. Its forecast indicates that its weak internally
generated cash flow will be insufficient to repay the bonds.

Minimal 2024 Liquidity Headroom: Fitch forecasts Nitrogenmuvek will
maintain adequate liquidity to meet its short-term financial
obligations and CO2 emission taxes by end-2024, supported by its
planned inventory release and despite pressured EBITDA. Fitch
anticipates its unrestricted cash will reach HUF27.8 billion by
end-2024 (HUF20.6 billion at end-2023). However, with profitability
likely to continue being squeezed by still elevated gas costs and
depressed sales prices, Nitrogenmuvek will have to explore
alternative solutions to manage the partial repayment or
refinancing of its 2025 Eurobond.

Single Asset Risk: Production depends on Nitrogenmuvek's sole
ammonia plant, which exposes the company to operational risk. Fitch
sees this single asset structure as a significant constraint on
cash flow stability, even though it has been more stable since the
completion of a capex programme in 2018, after a period of
recurring unplanned outages. This also exposes Nitrogenmuvek to a
single region that can be affected by local weather or regional
fertiliser affordability.

Price and Gas Cost Volatility: Nitrogenmuvek lacks the product and
geographical diversification of its international peers and is at
the upper end of the global ammonia cost curve, which leaves it
more exposed to nitrogen price volatility than lower-cost
producers. It is also exposed to volatility in natural gas prices.

Weak Corporate Governance: Nitrogenmuvek's rating factors in
ownership concentration. In April 2022, the Office of Economic
Competition imposed a fine of about HUF8.5 billion (about EUR23
million) on Nitrogenmuvek for having allegedly infringed the
provision of the Law of Competition. An appeal process is ongoing
and payment of the remaining HUF7.1 billion (about EUR20 million)
is currently suspended, but could be paid in the coming years.

DERIVATION SUMMARY

Nitrogenmuvek has significantly smaller scale and weaker
diversification than most Fitch-rated EMEA fertiliser producers.
This is slightly mitigated by its status as the sole domestic
producer of fertilisers and its dominant share in landlocked
Hungary, with high transportation costs for competing importers.
However, its business model remains highly exposed to high natural
gas costs.

Among its wider peer group, Roehm Holding GmbH (B-/Stable), a
European producer of methyl methacrylate, is a much larger and
diversified company with a robust cost position in Europe, but it
is exposed to raw-material price volatility and has higher leverage
since its acquisition by a private equity sponsor.

Root Bidco S.a.r.l. (B/Negative) has higher leverage among peers
and limited diversification but operates on a larger scale. Lune
Holdings S.a.r.l. (B/Stable) has similar asset concentration and
has yet to establish a record of stable production at a higher
operating rate. However, it has reduced its supplier dependency
with the construction of an ethylene terminal, and has direct
access to the Mediterranean Sea to reach export markets outside of
Europe.

Italmatch Chemicals S.p.A. (B/Stable) has comparable EBITDA with
Nitrogenmuvek's normalised EBITDA, but benefits from the earnings
stability of a specialty product portfolio across a wider range of
end-markets. It also has operations in multiple regions compared
with Nitrogenmuvek's single-asset operation. Italmatch's rating is
constrained by its high leverage.

KEY ASSUMPTIONS

- Fitch's global fertiliser price assumptions to 2027

- Fertiliser sales volumes on average at 1.0 million tonnes (mt) in
2024-2027

- Capex on average at 2.5% of sales in 2024-2027

- Resumed production from February 2024

RECOVERY ANALYSIS

- The recovery analysis assumes that Nitrogenmuvek would be
liquidated rather than treated as going-concern (GC) in bankruptcy,
as the estimated value derived from the sale of the company's
assets is higher than its estimated GC enterprise value
post-restructuring

- The liquidation estimate reflects Fitch's view of the value of
inventory and other assets that can be realised in a reorganisation
and distributed to creditors

- Property, plant and equipment is discounted by 65%, the value of
accounts receivables by 25% and the value of inventory by 50%, in
line with peers and industry trends and taking into account the
company's high operational risk

- Nitrogenmuvek's EUR200 million eurobond ranks equally with its
bank debt and with a HUF7.1 billion fine liability. Its EUR15
million revolving credit facility is senior to other debt. After a
deduction of 10% for administrative claims, its waterfall analysis
results in a waterfall-generated recovery computation (WGRC) in the
'RR4' band, indicating a 'CCC+' instrument rating. The WGRC output
percentage on current metrics and its assumptions was 46%.

RATING SENSITIVITIES

Not applicable as the ratings have been withdrawn.

LIQUIDITY AND DEBT STRUCTURE

High Refinancing Risk: About 82% of Nitrogenmuvek's debt will
mature in May 2025 when its EUR200 million bond is due. Fitch
expects the company to have sufficient funds to cover its
obligations in 2024.

ISSUER PROFILE

Nitrogenmuvek is Hungary's sole domestic producer of nitrogen
fertilisers, operating a single plant with an annual production
capacity of 1.4mt.

ESG CONSIDERATIONS

Nitrogenmuvek Zrt has an ESG Relevance Score of '4' for Governance
Structure, reflecting its concentrated ownership and ongoing
litigations over alleged infringement of the provision of the Law
of Competition, 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.

Following the withdrawal of ratings for Nitrogenmuvek Fitch will no
longer be providing the associated ESG Relevance Scores.

   Entity/Debt       Rating                      Recovery   Prior
   -----------       ------                      --------   -----
Nitrogenmuvek
Zrt            LT IDR CCC+ Rating Watch Maintained          CCC+
               LT IDR WD   Withdrawn                        CCC+

   senior
   unsecured   LT     WD   Withdrawn                        CCC+

   senior
   unsecured   LT     CCC+ Rating Watch Maintained   RR4    CCC+




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

AQUEDUCT EUROPEAN 8: S&P Assigns B-(sf) Rating on Cl. F Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Aqueduct
European CLO 8 DAC's class A Loan and class A to F European cash
flow CLO notes. At closing, the issuer will issue unrated
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 will end approximately 4.6
years after closing, while the non-call period will end 1.5 years
after closing.

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

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

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

  Portfolio benchmarks
                                                          CURRENT

  S&P Global Ratings' weighted-average rating factor      2891.87

  Default rate dispersion                                  472.66

  Weighted-average life (years)                              4.34

  Obligor diversity measure                                105.49

  Industry diversity measure                                17.75

  Regional diversity measure                                 1.45


  Transaction key metrics
                                                          CURRENT

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

  'CCC' category rated assets (%)                               0

  'AAA' weighted-average recovery (%)                       37.68

  Weighted-average spread (net of floors; %)                 4.21

  Weighted-average coupon (%)                                4.28


S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (4.06%), and the
covenanted weighted-average coupon (4.00%) as indicated by the
collateral manager. We have assumed the actual weighted-average
recovery at all rating levels. 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.

"Our credit and cash flow analysis shows that the class B, C, D, E,
and F notes benefit from break-even default rate (BDR) and scenario
default rate cushions that we would typically consider to be in
line 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 on the notes. The class A notes and class A
Loan can withstand stresses commensurate with the assigned
preliminary ratings.

"Until the end of the reinvestment period on Jan. 15, 2029, the
collateral manager 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 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
manager may through trading deteriorate the transaction's current
risk profile, if the initial ratings are maintained.

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

"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will 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, in line with our legal criteria.

"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 loan and class A to F notes.

"In addition to our standard analysis, to indicate 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."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. The
transaction documents prohibit assets from being related to the
following industries: biological and chemical weapons,
anti-personnel land mines, or cluster munitions; depleted uranium,
nuclear weapons, radiological weapons, and white phosphorus;
endangered or protected wildlife; pornography or prostitution;
marijuana, illegal drugs or narcotics. Besides, the transaction
documents prohibit assets issued by high carbon intensity obligors
or obligors that generate significant revenue from sale or
extraction of thermal coal, oil sands or fossil fuels from
unconventional sources. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities.

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

  A         AAA (sf)   155.00     38.00   Three/six-month EURIBOR
                                          plus 1.46%

  A Loan    AAA (sf)    93.00     38.00   Three/six-month EURIBOR
                                          plus 1.46%

  B         AA (sf)     44.00     27.00   Three/six-month EURIBOR
                                          plus 2.05%

  C         A (sf)      24.00     21.00   Three/six-month EURIBOR
                                          plus 2.55%

  D         BBB- (sf)   28.00     14.00   Three/six-month EURIBOR
                                          plus 3.70%

  E         BB- (sf)    17.00      9.75   Three/six-month EURIBOR
                                          plus 6.59%

  F         B- (sf)     13.00      6.50   Three/six-month EURIBOR
                                          plus 8.22%

  M-1 Sub    NR         15.75      N/A    N/A

  M-2 Sub    NR         16.00      N/A    N/A

  M-3 Sub    NR          0.10      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 preliminary ratings assigned to the class C, D, E,
and F notes address ultimate interest and principal payments. K
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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


ARBOUR CLO XI: Fitch Assigns 'B-sf' Final Rating on Class F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Arbour CLO XI DAC reset notes final
ratings.

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

   Class A-R Loan         LT AAAsf  New Rating   AAA(EXP)sf

   Class A-R
   XS2814888132           LT AAAsf  New Rating   AAA(EXP)sf

   Class B-1R Notes
   XS2814888306           LT AAsf   New Rating   AA(EXP)sf

   Class B-2R Notes
   XS2814888561           LT AAsf   New Rating   AA(EXP)sf

   Class C-R Notes
   XS2814888728           LT Asf    New Rating   A(EXP)sf

   Class D-R Notes
   XS2814889023           LT BBB-sf New Rating   BBB-(EXP)sf

   Class E-R Notes
   XS2814889379           LT BB-sf  New Rating   BB-(EXP)sf

   Class F-R Notes
   XS2814889536           LT B-sf   New Rating   B-(EXP)sf

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 were 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 has 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 at 'B'/'B-'. 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 has 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 has 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's
Fitch-stressed portfolio and matrices analysis is six years. This
is to account 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 identified 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 identified 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 identified 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 Fitch-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.

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 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

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
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

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.


ARBOUR CLO XI: S&P Assigns B-(sf) Rating on Class F-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Arbour CLO XI DAC
's class A-R loan, and class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R notes. At closing, the issuer had unrated class M and
subordinated notes outstanding from the existing transaction.

This transaction is a reset of the already existing transaction
which closed in November 2022. The issuance proceeds of the
refinancing notes and loan were used to redeem the refinanced notes
and loan (the original transaction's class A-loan and class A, B,
C, D, E, and F notes, for which S&P withdrew its ratings at the
same time), pay from additional collateral with the upsizing of the
transaction, and pay fees and expenses incurred in connection with
the reset.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment (linked to six-month
Euro Interbank Offered Rate).

The portfolio's reinvestment period ends approximately 2.5 years
after closing, and the portfolio's weighted-average life test will
be approximately 6.7 years after closing.

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

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

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

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

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

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

  Portfolio Benchmarks
                                                         CURRENT

  S&P Global Ratings' weighted-average rating factor    2,928.75

  Default rate dispersion                                 506.20

  Weighted-average life (years)                             4.52

  Obligor diversity measure                               139.11

  Industry diversity measure                               21.72

  Regional diversity measure                                1.31


  Transaction Key Metrics
                                                         CURRENT

  Total par amount (mil. EUR)                             500.00

  Defaulted assets (mil. EUR)                                  0

  Number of performing obligors                              171

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

  'CCC' category rated assets (%)                           2.79

  Target 'AAA' actual weighted-average recovery (%)        35.20

  Target weighted-average spread (%)                        4.11

  Target weighted-average coupon (%)                        4.75


S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we conducted our credit and cash
flow analysis by applying our criteria for corporate cash flow
CDOs.

"In our cash flow analysis, we used the EUR500.0 million par
amount, the target weighted-average spread of 4.11%, the target
weighted-average coupon of 4.75%, and the target weighted-average
recovery rates for all rated notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for the class
A-R loan, and class A-R, B-1-R, B-2-R, C-R, D-R, E-R and F-R
notes.

"Our credit and cash flow analyses indicate that the available
credit enhancement for the class B-1, B-2, C, D, and E notes could
withstand stresses commensurate with higher ratings than those we
have 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 assigned ratings on these notes.

For the class F-R notes, our credit and cash flow analysis
indicates that the available credit enhancement could withstand
stresses commensurate with a lower rating. However, we have applied
our 'CCC' rating criteria, resulting in a 'B- (sf)' rating on this
class of notes.

The ratings uplift for the class F notes reflects several key
factors, including:

-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 18.10% (for a portfolio with a weighted-average
life of 4.52 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.52 years, which would result
in a target default rate of 14.01%.

-- S&P does not believe that there is a one-in-two chance of this
tranche defaulting.

-- S&P does not envision this tranche defaulting in the next 12-18
months.

Following this analysis, S&P considers that the available credit
enhancement for the class F notes is commensurate with the assigned
'B- (sf)' rating.

S&P said, "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-R notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets for which the
obligor's primary business activity is related to the following
industries: civilian firearms, thermal coal, coal mining and/or
coal-based power generation, oil sands and associated pipelines
industry, fossil fuels from unconventional sources (including
Arctic drilling, tar sands, shale oil, and shale gas), services to
private prisons, soft commodities, tobacco and tobacco products,
palm oil and palm fruit products, prostitution, pornography, and
illegal drugs or narcotics, etc. Accordingly, since the exclusion
of assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

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

  A-R       AAA (sf)     230.00       39.00         3mE+1.33%

  A-R loan  AAA (sf)      75.00       39.00         3mE+1.33%

  B-1-R     AA (sf)       47.50       27.00         3mE+2.00%

  B-2-R     AA (sf)       12.50       27.00         5.75%

  C-R       A (sf)        30.50       20.90         3mE+2.65%

  D-R       BBB- (sf)     33.30       14.24         3mE+3.80%

  E-R       BB- (sf)      21.20       10.00         3mE+6.81%

  F-R       B- (sf)       15.00        7.00         3mE+7.99%

  M         NR            0.25          N/A         N/A

  Sub       NR            40.00         N/A         N/A

*The ratings assigned to the class A-R loan and the class A-R and
B-R notes address timely interest and ultimate principal payments.
The ratings assigned to the class C-R, D-R, E-R, and F-R 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.
3mE--Three-month Euro Interbank Offered Rate (EURIBOR).
NR--Not rated.
N/A--Not applicable.


ARES EUROPEAN XVI: Fitch Assigns 'B-sf' Rating on Class F-R Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Ares European CLO XVI DAC Reset final
ratings.

   Entity/Debt                  Rating               Prior
   -----------                  ------               -----
Ares European
CLO XVI DAC

   A XS2465008600           LT PIFsf  Paid In Full   AAAsf
   A-Loan                   LT PIFsf  Paid In Full   AAAsf
   A-R Loan                 LT AAAsf  New Rating
   A-R Notes XS2817907061   LT AAAsf  New Rating
   B-1 XS2465009244         LT PIFsf  Paid In Full   AAsf
   B-1-R XS2817907228       LT AAsf   New Rating
   B-2 XS2465009327         LT PIFsf  Paid In Full   AAsf  
   B-2-R XS2817907574       LT AAsf   New Rating
   C XS2465009756           LT PIFsf  Paid In Full   Asf
   C-R XS2817907731         LT Asf    New Rating
   D XS2465009913           LT PIFsf  Paid In Full   BBB-sf
   D-R XS2817907905         LT BBB-sf New Rating
   E XS2465010176           LT PIFsf  Paid In Full   BB-sf
   E-R XS2817908119         LT BB-sf  New Rating
   F XS2465010333           LT PIFsf  Paid In Full   B-sf
   F-R XS2817908382         LT B-sf   New Rating
   X XS2546373197           LT PIFsf  Paid In Full   AAAsf

TRANSACTION SUMMARY

Ares European CLO XVI DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to redeem the existing notes and to fund
the portfolio with a target par of EUR400 million. This is the same
as the pre-reset transaction.

The portfolio is actively managed by Ares Management Limited. The
collateralised loan obligation (CLO) has a 4.6-year reinvestment
period and a 7.5-year weighted average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 26.5.

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

Diversified Asset Portfolio (Positive): The transaction includes
one matrix at closing, covenanted by a top-10 obligor concentration
limit at 20% and a fixed-rate asset limit of 12.5%. It has various
concentration limits, including the maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

Portfolio Management (Neutral): The transaction has about a
4.6-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 for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period, which
include passing the coverage tests, and the Fitch 'CCC' bucket
limitation test after reinvestment as well as a WAL covenant that
progressively steps down, 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) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A and D notes but would
result in a downgrade of no more than one notch on the class B and
C notes, and to below ´B-sf' for the class F notes.

Downgrades, which are based on the identified portfolio, 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 of the identified portfolio than the
Fitch-stressed portfolio, the rated notes display a rating cushion
of up to three notches against a downgrade.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio erode due to manager trading
post-reinvestment period or negative portfolio credit migration, a
25% increase of the mean RDR and a 25% decrease of the RRR across
all ratings of the Fitch-stressed portfolio would have no impact on
class A notes but would result in a downgrades of up to three
notches for the class E notes, up to two notches for the class C
and D notes, no more than one notch for the class B notes, and to
below 'B-sf' for the class F notes.

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Ares European CLO
XVI 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.


BARROW FUNDING: S&P Assigns B-(sf) Rating on Class F-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Barrow Funding
PLC's class A and B-Dfrd to F-Dfrd notes. At closing, Barrow
Funding also issued unrated class Z-Dfrd notes and residual
certificates.

Barrow Funding is a static RMBS transaction. The portfolio
comprises residential owner-occupied loans (including
self-certified loans). Prior to this securitization, the seller and
originator (The Bank of Scotland PLC; BoS) retained the portfolio
on its balance sheet.

At closing, the seller under the mortgage sale agreement, sold the
loans and their related security comprising the portfolio of assets
to the issuer in exchange for the consideration. The issuer granted
security over all its assets in the security trustee's favor.

The pool is well seasoned. All the loans are first-lien U.K.
owner-occupied self-certified residential mortgage loans. The loans
are secured on properties in England, Wales, Northern Ireland, and
Scotland and were originated between 2003 and 2009.

Of the pool, 87% of loans are interest-only, and 19.6% of the
mortgage loans are currently in arrears exceeding (or equal to) one
month.

The transaction has a general reserve fund and a liquidity reserve
fund which is funded from the issuance proceeds of the class Z-Dfrd
notes.

Bank of Scotland PLC is the servicer.

S&P said, "The issuer is bankruptcy remote and the transaction
documents comply with our legal criteria.

'There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria.

"Borrowers in this transaction are paying a floating rate of
interest. As a result, they will feel the effect of rising cost of
living pressures. We have considered these risks in our analysis.
Based on our most recent macroeconomic forecasts, we have also
maintained our mortgage market outlook for the U.K. to reflect
uncertain economic conditions and increased credit risk. These
continue to affect our 'B' foreclosure frequency assumptions for
the archetypal pool.

"We have also stressed sensitivities related to higher defaults in
our cash flow analysis and the assigned ratings remain robust to
these sensitivities.

"Our ratings address timely payment of interest and ultimate
payment of principal on the class A notes, and they reflect
ultimate payment of interest and principal on the class B-Dfrd to
F-Dfrd notes. The ratings also reflect the notes' ability to
withstand the potential repercussions of the cost of living crisis,
including higher defaults, longer foreclosure timing stresses, and
additional liquidity stresses, while also considering their
relative positions in the capital structure and potential product
switches.

"Under our ratings definitions, a security would generally be rated
'B-' if we believe the obligor has the capacity to meet its
financial commitment on the obligation under the current
conditions. However, to be assigned a rating above 'B-', a security
must have sufficient credit enhancement to withstand scenarios that
are more stressful than the current conditions.

"The class F-Dfrd notes face shortfalls under our standard cash
flow analysis at the 'B' rating level. These shortfalls are driven
by our cash flow results and the position of this class of notes in
the capital structure.

"Based on the cash flow results in a steady state scenario (the
current macroeconomic conditions and the type of collateral
portfolio), given the current available credit enhancement we do
not believe this class of notes is dependent upon favorable
business, financial, and economic conditions to pay ultimate
interest and ultimate principal."

S&P therefore assigned a 'B- (sf)' rating to this class of notes.

  Ratings

  CLASS      RATING     CLASS NOTIONAL (MIL. GBP)

  A          AAA (sf)         844.10

  B-Dfrd     AA- (sf)          60.30

  C-Dfrd     A (sf)            30.10

  D-Dfrd     BBB- (sf)         20.10

  E-Dfrd     BB- (sf)          10.10

  F-Dfrd     B- (sf)           10.00

  Z-Dfrd     NR                48.20

  Residual certs  NR             N/A

NR--Not rated.
N/A--Not applicable.


FERNHILL PARK: Fitch Assigns 'B-sf' Final Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Fernhill Park CLO DAC final ratings.

   Entity/Debt               Rating             Prior
   -----------               ------             -----
Fernhill Park CLO DAC

   A XS2809806255        LT AAAsf  New Rating   AAA(EXP)sf

   B XS2809807493        LT AAsf   New Rating   AA(EXP)sf

   C XS2809808202        LT Asf    New Rating   A(EXP)sf

   D XS2809809275        LT BBB-sf New Rating   BBB-(EXP)sf

   E XS2809810364        LT BB-sf  New Rating   BB-(EXP)sf

   F XS2809811503        LT B-sf   New Rating   B-(EXP)sf

   Subordinated Notes
   XS2809812659          LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

Fernhill Park CLO DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to fund a portfolio with a target par of EUR500 million.
The portfolio is actively managed by Blackstone Ireland Limited.
The collateralised loan obligation (CLO) has a 4.6-year
reinvestment period and a seven-year weighted average life test
(WAL), which can step back up to seven years one year after
closing, subject to conditions.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 24.8.

High Recovery Expectations (Positive): At least 96% 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 63.1%.

Diversified Portfolio (Positive): The transaction includes four
Fitch test matrices, of which two are effective at closing. The
closing matrices correspond to a top 10 obligor concentration limit
at 20% and fixed-rate obligation limits at 5% and 12.5%.

It has two forward matrices with the same WAL, top 10 obligors and
fixed-rate asset limits, which will be effective 12 months after
closing, provided that the collateral principal amount (defaults at
Fitch-calculated collateral value) is at least at the target par.
However, if the step-up condition is satisfied the matrix switch
date will be two years from closing. The transaction also includes
various concentration limits, including a maximum exposure to the
three-largest Fitch-defined industries at 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which is one year after closing.
The WAL extension is subject to conditions including satisfaction
of all the collateral-quality and the coverage tests, plus the
adjusted collateral principal amount being at least equal to the
reinvestment target par balance.

Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period, which is governed by reinvestment criteria
that are similar to those of other European transactions. Fitch's
analysis is based on a stressed-case portfolio with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.

Cash-flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant at the issue date, to account for the strict reinvestment
conditions envisaged by the transaction after its reinvestment
period. These include, among others, passing the coverage tests and
the Fitch 'CCC' bucket limitation test post reinvestment, as well
as 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 and C
notes and would lead to downgrades of no more than one notch for
the class B, D and E notes and a downgrade to below 'B-sf' for the
class F notes.

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

Should the cushion between the identified 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 Fitch-stressed portfolio would lead to a downgrade of up to
four notches for the class A to D notes and to below 'B-sf' for the
class E and F notes.

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

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

During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, 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 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
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for the transaction. 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.


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

The reinvestment period will be 4.63 years, while the non-call
period will be 1.38 years after closing.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following this,
the notes will switch to semiannual payment.

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

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

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

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

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

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

  Portfolio benchmarks
                                                         CURRENT

  S&P Global Ratings weighted-average rating factor     2,849.65

  Default rate dispersion                                 460.73

  Weighted-average life (years)                             4.50

  Weighted-average life
  (years--adjusted for reinvestment period)                 4.63

  Obligor diversity measure                               142.43

  Industry diversity measure                               18.18

  Regional diversity measure                                1.26


  Transaction key metrics
                                                         CURRENT

  Total par amount (mil. EUR)                             500.00

  Defaulted assets (mil. EUR)                               0.00

  Number of performing obligors                              175

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

  'CCC' category rated assets (%)                           0.80

  Target 'AAA' weighted-average recovery (%)               36.97

  Actual weighted-average spread (%)                        4.03

  Actual weighted-average coupon (%)                        4.36

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We consider that the portfolio is well-diversified on the
closing date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs."

The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. Hence, in its cash flow analysis, S&P
assumed a starting collateral size of less than target par (i.e.,
the EUR500 million target par minus the EUR7.5 million maximum
reinvestment target par adjustment amount).

S&P said, "In our cash flow analysis, we also modeled the
covenanted weighted-average spread of 4.00% and the targeted
weighted-average recovery rates at each rating level as indicated
by the collateral manager. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

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

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria. The issuer purchased
approximately 14% of the portfolio from three secured SPV grantors
via participations, which comply with our legal criteria as well.
The transaction documents also require that the issuer and secured
SPV grantors use commercially reasonable efforts to elevate the
participations by transferring to the issuer the legal and
beneficial interests as soon as reasonably practicable following
the closing.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B, C, D, and E notes could
withstand stresses commensurate with higher ratings than those
assigned. However, as the CLO will be in its reinvestment phase
starting from the effective date, during which the transaction's
credit risk profile could deteriorate, we have capped our ratings
assigned to the notes.

"The class A and F notes can withstand stresses commensurate with
the assigned ratings. In our view, the portfolio is granular in
nature, and well-diversified across obligors, industries, and asset
characteristics when compared with other CLO transactions we have
rated recently. As such, we have not applied any additional
scenario and sensitivity analysis when assigning our ratings to any
classes of notes in this transaction.

"Following this analysis, we consider that the available credit
enhancement for the class F notes is commensurate with the assigned
'B- (sf)' rating.

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

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to the following industries: controversial weapons, animal welfare,
firearms, thermal coal, oil and gas, palm oil, displacement,
projects, hazardous chemicals, payday lending, tobacco, opioids,
pornography or prostitution, and cannabis.

"Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."

Fernhill Park CLO is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Blackstone
Ireland Ltd. will manage the transaction.

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

  A         AAA (sf)    305.00     39.00   Three/six-month EURIBOR

                                           plus 1.47%

  B         AA (sf)      60.00     27.00   Three/six-month EURIBOR

                                           plus 2.10%

  C         A (sf)       30.00     21.00   Three/six-month EURIBOR

                                           plus 2.65%

  D         BBB- (sf)    35.00     14.00   Three/six-month EURIBOR

                                           plus 3.75%

  E         BB- (sf)     22.50      9.50   Three/six-month EURIBOR

                                           plus 6.68%

  F         B- (sf)      15.00      6.50   Three/six-month EURIBOR

                                           plus 8.48%

  Sub notes    NR        36.60      N/A    N/A

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


MARLAY PARK: Fitch Affirms 'B+sf' Rating on Class E Notes
---------------------------------------------------------
Fitch Ratings has upgraded Marlay Park CLO DAC's class A-2A and
A-2B notes, and affirmed the other notes.

   Entity/Debt             Rating           Prior
   -----------             ------           -----
Marlay Park CLO DAC

   A-1A XS1782796459   LT AAAsf  Affirmed   AAAsf
   A-1B XS1782797002   LT AAAsf  Affirmed   AAAsf
   A-2A XS1782797770   LT AAAsf  Upgrade    AA+sf
   A-2B XS1782798232   LT AAAsf  Upgrade    AA+sf
   B XS1782799040      LT A+sf   Affirmed   A+sf
   C XS1782799719      LT BBB+sf Affirmed   BBB+sf
   D XS1782800319      LT BB+sf  Affirmed   BB+sf
   E XS1782800582      LT B+sf   Affirmed   B+sf

TRANSACTION SUMMARY

Marlay Park CLO DAC is a cash flow CLO actively managed by
Blackstone Ireland Limited. It closed on 29 March 2018 and the
reinvestment period ended in April 2022.

KEY RATING DRIVERS

Stable Performance: As per the last trustee report dated 10 May
2024, the transaction was failing a number of tests, including its
weighted average life test and its portfolio profile tests relating
to fixed-rate assets. The transaction is currently 1.5% below
target par, and has approximately EUR5.9 million of defaulted
assets according to the latest trustee report. The transaction has
5.2% of assets with a Fitch-derived rating of 'CCC+' and below
versus a limit of 7.5%. The upgrades of the class A-2A and A-2B
notes reflect deleveraging and the transaction's shorter life.

Moderate Refinancing Risk: The transaction has moderate near- and
medium-term refinancing risk, with 10.8% of the portfolio maturing
before end-2025, and 23.7% of the portfolio maturing in 2026 as
calculated by Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted
average rating factor of the current portfolio is 25.1 under its
latest criteria.

High Recovery Expectations: Senior secured obligations comprise
97.6% of the portfolio, as per the latest trustee report. 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 current
portfolio was 61.3%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 19.5%, and no obligor
represents more than 2.5% of the portfolio balance. The exposure to
the three-largest Fitch-defined industries is 29.2% as calculated
by Fitch. Fixed-rate assets as reported by the trustee are at 8.4%
of the portfolio balance, which is beyond the current limit of
7.5%.

Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in April 2022, and has deleveraged EUR81.1
million since then. The manager can reinvest unscheduled principal
proceeds and sale proceeds from credit-risk obligations after the
reinvestment period, subject to compliance with the reinvestment
criteria. Given the manager's ability to reinvest, Fitch's analysis
is based on a portfolio that stresses the transaction's covenants
to their limits.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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

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

Marlay Park CLO DAC

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

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




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

ALBA 14 SPV: Moody's Assigns Ba1 Rating to EUR175.1MM Cl. B Notes
-----------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
the Notes issued by Alba 14 SPV S.r.l. (the Issuer):

EUR550.3M Class A Asset-Backed Floating Rate Notes due January
2044, Definitive Rating Assigned Aa3 (sf)

EUR175.1M Class B Asset-Backed Floating Rate Notes due January
2044, Definitive Rating Assigned Ba1 (sf)

Moody's has not assigned a rating to the EUR115.6M Class J
Asset-Backed Floating Rate Notes due January 2044.

The transaction is a static cash securitisation of lease
receivables granted by Alba Leasing S.p.A. (NR) to small and
medium-sized enterprises (SMEs) located in Italy.

RATINGS RATIONALE

The ratings of the Notes are primarily based on the analysis of the
credit quality of the underlying portfolio, the structural
integrity of the transaction, the roles of external counterparties
and the protection provided by credit enhancement.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) its static nature as well as the
structure's efficiency, which provides for the application of all
cash collections to repay the senior Notes should the portfolio
performance deteriorate beyond certain limits (i.e. Class B
interest subordination events); (ii) the granular portfolio
composition as reflected by low single lessee concentration (with
the top lessee and top 5 lessees group exposure being 0.77% and
3.13%, respectively); (iii) limited industry sector concentration
(i.e. lessees from top 2 sectors represent not more than 40.28% of
the pool); and (iv) no potential losses resulting from set-off risk
as obligors do not have deposits and did not enter into a
derivative contract with Alba Leasing S.p.A.

However, the transaction has several challenging features, such as:
(i) the impact on recoveries upon originator's default (in Italian
leasing securitisations future receivables not yet arisen, such as
recoveries, might not be enforceable against the insolvency of the
originator); (ii) the building and real estate sectors of activity,
in terms of Moody's industry classification, account for 26.59% of
the portfolio, and (iii) the potential losses resulting from
commingling risk that are not structurally mitigated but are
reflected in the credit enhancement levels of the transaction.
Moody's valued positively the appointment of Banca Finanziaria
Internazionale S.p.A. (NR) as backup servicer on the closing date.
Finally, Moody's considered a limited exposure to fixed-floating
interest rate risk (10.54% of the pool reference a fixed interest
rate) as well as basis risk given the discrepancy between the
interest rates paid on the leasing contracts compared to the rate
payable on the Notes and no hedging arrangement being in place for
the structure.

Key collateral assumptions

Mean default rate: Moody's assumed a mean default rate of 9% over a
weighted average life of 2.75 years (equivalent to a B1/Ba3 proxy
rating as per Moody's Idealized Default Rates). This assumption is
based on: (1) the available historical vintage data, (2) the stable
performance of the previous transactions originated by Alba Leasing
S.p.A., and (3) the characteristics of the lease-by-lease portfolio
information. Moody's took also into account the current economic
environment and its potential impact on the portfolio's future
performance, as well as industry outlooks or past observed
cyclicality of sector-specific delinquency and default rates.

Default rate volatility: Moody's assumed a coefficient of variation
(i.e. the ratio of standard deviation over the mean default rate
explained above) of 54.6%, as a result of the analysis of the
portfolio concentrations in terms of single obligors and industry
sectors.

Recovery rate: Moody's assumed a 35% stochastic mean recovery rate,
primarily based on the characteristics of the collateral-specific
loan-by-loan portfolio information, complemented by the available
historical vintage data. In addition, Moody's assumed a 10.5%
recovery rate mean upon insolvency of the originator.

Portfolio credit enhancement: the aforementioned assumptions
correspond to a portfolio credit enhancement of 20%, that takes
into account the Italian current local currency country risk
ceiling (LCC) of Aa3.

As of March 23, 2024, the audited asset pool of underlying assets
was composed of a portfolio of 9,918 contracts amounting to
EUR833.7 million. The top industry sector in the pool, in terms of
Moody's industry classification, is Construction and building
(26.59%). The top borrower represents 0.77% of the portfolio and
the effective number of obligors is 1,461. The assets were
originated between 2010 and 2024 and have a weighted average
seasoning of 1.58 years and a weighted average remaining term of
4.88 years. The interest rate is floating for 89.46% of the pool
while the remaining part of the pool bears a fixed interest rate.
The weighted average spread on the floating portion is 2.59%, while
the weighted average interest on the fixed portion is 5.78%.
Geographically, the pool is concentrated mostly in Lombardia
(27.95%) and Emilia Romagna (11.85%). At closing, any lease in
arrears for more than 30 days has been excluded from the final
pool.

Assets are represented by receivables belonging to different
sub-pools: real estate (15.74%), equipment (57.65%) and auto
transport assets (25.47%). A small portion (1.13%) of the pools is
represented by lease receivables whose underlying asset is an
aircraft, a ship or a train. The securitized portfolio does not
include the so-called "residual value instalment", i.e. the final
instalment amount to be paid by the lessee (if option is chosen) to
acquire full ownership of the leased asset. The residual value
instalments are not financed, i.e. it is not accounted for in the
portfolio purchase price, and is returned back to the originator
when and if paid by the borrowers. However, the Issuer benefits
from the interest paid on the residual value, hence the excess
spread will increase over time.

Key transaction structure features

Reserve fund: the transaction benefits from EUR7,254,000 reserve
fund, equivalent to 1.00% of the original balance of the rated
Notes. The reserve will amortise to a floor of 0.5% in line with
the rated Notes.

Counterparty risk analysis

Alba Leasing S.p.A. acts as servicer of the receivables on behalf
of the Issuer, while Banca Finanziaria Internazionale S.p.A. (NR)
is the backup servicer and the calculation agent of the
transaction.

All of the payments under the assets in the securitised pool are
paid into the servicer account and then transferred on a daily
basis into the collection account in the name of the Issuer. The
collection account is held at BNP Paribas (Aa3 long term bank
deposits rating), acting through its Italian Branch, with a
transfer requirement if the rating of the account bank falls below
Baa2. Moody's has taken into account the commingling risk within
its cash flow modelling.

Principal Methodology

The principal methodology used in these ratings was "Equipment
Lease and Loan Securitizations methodology" published in September
2023.

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

The Notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and the
Italy's country risk could also impact the Notes' ratings.


PACHELBEL BIDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to acquisition vehicle Pachelbel Bidco SpA (Multiversity) and a 'B'
issue rating to Pachelbel's EUR1.1 billion notes, with a recovery
rating of '3' (50%).

S&P said, "The stable outlook reflects our expectation that
Multiversity will continue expanding by 20%-25% in 2024-2026, while
maintaining an adjusted EBITDA margin of about 50%. With strong
free operating cash flow (FOCF) generation of above EUR50 million
per year and a widening EBITDA base, we forecast adjusted debt to
EBITDA will drop below 7.0x and FOCF to debt will increase above
5.0% by 2025 on a sustainable basis.

"The final ratings are in line with the preliminary ratings we
assigned in April, 2024 when we downgraded Multiversity to 'B'.

The transaction increases Multiversity's adjusted debt to EBITDA to
about 7.5x in 2024, before progressive deleveraging, underlying the
sponsor's aggressive financial policy. CVC transferred Multiversity
from one of its funds to a single continuation fund, for a total
enterprise value of about EUR4.0 billion. This compares to an
enterprise value of about EUR1.6 billion when CVC bought the
remaining 50% of the company in 2021. The acquisition vehicle
Pachelbel issued EUR1.1 billion of additional debt to finance the
transaction and will reverse merge into Multiversity within 18
months from the acquisition. At the same time, Multiversity
increased its super senior revolving credit facility (RCF) to
EUR194 million, from EUR100 million previously. Following the
transaction, we project Multiversity's adjusted debt to EBITDA will
increase to about 7.5x in 2024, from 3.6x in 2023, before declining
below 6.0x by 2025 on EBITDA growth fueled by a continual increase
in enrolled students.

S&P said, "In our view, the material increase in financial debt in
the current interest rate environment proves the sponsor's
financial aggressiveness, though we acknowledge that no dividends
were distributed under the previous fund ownership. Although we
anticipate Multiversity will capitalize on its solid growth to
deleverage further in the medium term, we note that it could take
on more leverage within the debt documentation framework."

Strong growth is supported by increasing penetration of online
universities and Multiversity's leading position, in addition to
stable and supportive regulation. Multiversity has a track record
of strong growth, with adjusted EBITDA rising to EUR222 million in
2023 from EUR94 million in 2020, significantly exceeding our
initial base case. Over the same period, enrolled undergraduate
students surged to above 151,000 in 2023 from about 87,000 in 2020.
S&P said, "In our base case we project adjusted EBITDA will
continue increasing by 20%-25% per year, approaching EUR250 million
in 2024 and EUR320 million in 2025." Organic growth comes from the
expansion of enrolled students, fueled by the increasing
penetration of online universities and market share gains, as
Multiversity continues to add courses and improve its offering, as
well as moderate increase in tuition fees. The company is also
integrating some bolt-on acquisitions from 2022, including
Universitá San Raffaele Roma, Aulab, and Sole 24 Ore Formazione
SpA.

S&P said, "We expect online universities in Italy--which currently
account for about 15% of total enrolled undergraduate
students--will continue to experience strong growth compared with
the sluggish student base of traditional universities. Beyond the
structural trends toward digitalization of education, we think that
online universities benefit from some Italian country-specific
characteristics, such as the territory's rural nature, with a
significant portion of the population not living close to a
university; and the institutional push to increase the proportion
of graduates, which is one of the lowest among developed
countries."

Although these trends will make the segment attractive to both
existing traditional universities and new players, the market is
highly regulated, as online universities need to be officially
recognized by the Italian Ministry of Education through a specific
license. Since 2003, the Ministry granted only 11 online-university
licenses--including to Pegaso, Mercatorum, and San Raffaele--with
no new entrants since 2006.

A low and flexible cost base supports Multiversity's above-average
profitability and cash flow. S&P said, "We expect the group's
adjusted EBITDA margin will stabilize at 48%-50% in 2024-2026,
supported by the company's digital and easily scalable business
model, characterized by the lack of costly physical venues and
limited fixed costs. This level of profitability is marginally
below the 53%-55% reported in 2021-2023, due to the implementation
of the Ministerial Decree 1154/2021. We project Multiversity will
partly offset the effect of higher personnel costs by increasing
tuition fees and eventually generating additional research revenue.
Strong profitability and lack of significant capital expenditure
(capex) needs translate into high cash conversion, although the
elevated interest expenses following the recapitalization constrain
cash-flow generation compared with our previous base case. We
project FOCF will decline to about EUR60 million in 2024, from over
EUR130 million in 2023, before increasing to above EUR100 million
per year in 2025, as the growth in EBITDA more than offsets the
higher interest."

Single-country regulatory exposure and niche positioning in the
broader higher education sector constrain the rating. With about
151,000 enrolled undergraduate students as of Dec. 31, 2023,
Multiversity is the leading Italian online university, being more
than three times the size of the second-largest digital player.
However, it has a market share of only about 8.0% in the broader
university market, including traditional universities. S&P said,
"Despite the segment's fast growth, we believe online teaching will
remain a niche in a largely fragmented market, because we expect
online penetration will likely stabilize in the long term, as
virtual platforms will not be able to fully replace traditional
universities. Our rating is also constrained by Multiversity's
geographical concentration, with 100% of revenue and EBITDA
generated in Italy, which makes the company highly dependent on the
country's regulatory environment." This is somewhat mitigated by a
stable regulatory environment where 11 licenses were granted to
online universities in 2006, of which Multiversity holds three, and
no new licenses have been issued since. Although historically
supportive, any eventual unfavorable change to the Italian
regulatory framework of online universities may significantly
affect Multiversity's business prospects and profitability. For
example, the Ministerial Decree 1154/2021 requires all universities
to increase the ratio of professors to students to a level that is
unfavorable for digital universities, having some dilutive effect
on profitability.

S&P said, "The stable outlook reflects our expectation that
Multiversity will continue expanding by 20%-25% in 2024-2026, while
maintaining an adjusted EBITDA margin of about 50%. With strong
FOCF generation of above EUR50 million per year and a widening
EBITDA base, we forecast adjusted debt to EBITDA will reduce to
below 7.0x and FOCF to debt will increase above 5.0% by 2025 on a
sustainable basis."

S&P could lower the ratings if FOCF to debt remained below 5% or
debt to EBITDA did not decline below 7.0x in 2025-2026. This could
happen if:

-- The company is unable to execute its growth strategy or
experiences operating or regulatory setbacks, leading to
weaker-than-expected growth, profitability, or FOCF generation; or

-- The company undertakes debt-funded acquisitions or dividend
distributions.

S&P could raise its ratings if:

-- The company significantly outperforms our base case, increasing
its student base, size, and profitability beyond expectations,
while improving its geographic and brand diversification; and

-- The company shows a track record of adjusted debt to EBITDA
remaining well below 5.0x and FOCF to debt above 10%.

S&P said, "Governance is a moderately negative consideration in our
credit rating analysis of Multiversity. Our assessment of the
company's financial risk profile as highly leveraged reflects
corporate decision making that prioritizes the interests of the
controlling owners, in line with our view of the majority of rated
entities owned by private equity sponsors. This also reflects their
generally finite holding periods and focus on maximizing
shareholder returns. Social and environmental factors have an
overall neutral influence."




===================
K A Z A K H S T A N
===================

BEREKE BANK: Fitch Keeps 'BB' LongTerm IDR on Watch Negative
------------------------------------------------------------
Fitch Ratings has maintained Kazakhstan-based Bereke Bank JSC's
'BB' Long-Term Issuer Default Ratings (IDRs) on Rating Watch
Negative (RWN). Fitch has also upgraded Bereke's Viability Rating
(VR) to 'b+' from 'b'.

The upgrade of the VR reflects the bank's improved prospects for
ongoing viability, as reflected by a somewhat stronger funding
profile and reasonable risk profile.

KEY RATING DRIVERS

Bereke's Long-Term IDRs are driven by potential support from the
Kazakh authorities, as expressed by its Government Support Rating
(GSR) of 'bb'. This is based on Bereke's state ownership through
JSC National Management Holding Baiterek (BBB/Stable). The
three-notch gap between Bereke's 'bb' GSR and Kazakhstan's 'BBB'
sovereign rating captures the non-strategic nature of the state
ownership and plans to sell the bank. However, in Fitch's view,
government support will remain available for the bank as long as it
is owned by Baiterek.

The RWN on Bereke's Long-Term IDRs, GSR and National Rating
reflects that Baiterek is planning to sell the bank to Qatar-based
Lesha Bank LLC (unrated), as is stipulated by the preliminary sale
agreement dated March 2024. Fitch expects to downgrade Bereke's
support-driven ratings if the sale of the bank to Lesha is
completed. In its view, after the sale, the likelihood of
government or shareholder support being provided to Bereke is
uncertain and cannot be relied upon.

Bereke's VR reflects its weaker business profile and profitability,
compared with domestic peers, and only moderate capital ratios.

Weak Business Profile: Bereke is a small-sized bank in the
concentrated Kazakh banking sector, with 4% share in sector assets
at end-2023. After an ownership change in 2022, Bereke is mainly
focused on SME and retail lending, although new business prospects
are challenged by certain franchise limitations and competitive
pressures from larger banks, which have larger capital/liquidity
buffers.

Asset Structure a Rating Strength: Secured retail lending (car
loans and mortgages; Fitch views these segments as lower risk in
the local context) accounted for around half of gross loans at
end-1Q24. Corporate lending, which Fitch views as the primary
source of impairment risks, accounted for just 17% of total assets
at end-1Q24. Loan growth was in low single digits in 2023, and
Fitch does not expect it to pick up in 2024 due to only moderate
profitability and capital.

High Impaired Loans; Deep Provisions: At end-2023, Bereke's
impaired loans equalled 9% of gross loans (end-2022: 14%) and were
1.2x covered by total loan-loss allowances. Fitch does not expect a
significant increase in the problem loans ratios in the near term.
However, loan quality in Kazakhstan has historically been cyclical,
particularly in corporate lending.

Performance Weaker than Domestic Peers: Bereke's ratio of operating
profit divided by risk-weighted assets (its core profitability
metric) was a reasonable 2.6% in 2023. However, this included
considerable non-recurring gains. Fitch expects the ratio to be
below 1.5% in 2024-2025. This is much lower than the sector average
(7%), implying weak core profitability.

Moderate Capital Ratios: Bereke's Fitch Core Capital (FCC) ratio
was a moderate 10.5% at end-2023, and capital build up is likely to
be only gradual in the near term due to weak profitability. A
slight uptick in capital ratios would primarily be supported by
only moderate loan growth and no dividend payments.

Concentrated Funding: Bereke remains reliant on state-related
funding (35% of total liabilities at end-2023), which Fitch views
as non-core, especially given the announced sale of the bank to
foreign investors. Third-party deposit growth picked up in 2023 (a
2.2x yoy increase), but remains price-driven, as reflected by
Bereke's elevated funding costs (10.9% in 2023, among the highest
in the market). At end-1Q24, the bank's 1.3x ratio of gross loans
to deposits was considerably above the sector-average of 0.9x.

RATING SENSITIVITIES

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

Fitch expects to resolve the RWN and downgrade Bereke's Long-Term
IDRs to 'B+' on the completion of the purchase and sale agreement
between Baiterek and Lesha.

A downgrade of Bereke's VR could be driven by considerable
asset-quality deterioration, if it results in a loss-making
performance for several consecutive quarters and pressure on the
bank's capital ratios.

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

Bereke's IDRs and GSR could be upgraded if the sale does not
proceed and Fitch views that the government's propensity to support
the bank has increased, although Fitch views this as is unlikely.

An upgrade of Bereke's VR is unlikely in the near term. In the
longer term, an upgrade would require a considerable strengthening
of its business profile, core profitability and capitalisation. In
particular, the VR could be upgraded if core performance gets
closer to sector averages, while the FCC ratio increases to around
15%.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Bereke's National Long-Term Rating of 'A+(kaz)' corresponds to the
'BB' Long-Term Local-Currency IDR and captures the bank's
creditworthiness relative to domestic peers.

Bereke's Long-Term Foreign-Currency IDR (xgs) is at the level of
the VR. The Long-Term Local-Currency IDR (xgs) is in line with the
Long-Term Foreign-Currency IDR (xgs). The Short-Term
Foreign-Currency IDR (xgs) is in accordance with the Long-Term
Foreign-Currency IDR (xgs) and Fitch's short-term rating mapping.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The National Rating could be downgraded if the bank's Long-Term
Local-Currency IDR was downgraded and Fitch believes Bereke's
creditworthiness has weakened relative to other issuers in
Kazakhstan. An upgrade of the National Rating is unlikely given the
RWN on Bereke's IDRs

Bereke's Long-Term IDRs (xgs) could be downgraded if the VR was
downgraded. The Short-Term Foreign-Currency IDR (xgs) is primarily
sensitive to changes in the Long-Term Foreign-Currency IDR (xgs)
and could be downgraded if the latter was downgraded and the new
long-term rating maps to a lower Short-Term rating in accordance
with Fitch's criteria.

An upgrade of Bereke's Long-Term IDRs (xgs) would require a VR
upgrade. The Short-Term Foreign-Currency IDR (xgs) could be
upgraded if the Long-Term Foreign-Currency IDR (xgs) was upgraded
and the new long-term rating maps to a higher short-term rating in
accordance with Fitch's criteria.

Should the sale be completed, Fitch will withdraw the bank's 'xgs'
ratings.

VR ADJUSTMENTS

The business profile score of 'b+' has been assigned below the 'bb'
category implied score because of the following adjustment reason:
business model (negative).

The capitalisation & leverage score of 'b+' has been assigned below
the 'bb' category implied score because of the following adjustment
reason: leverage and risk-weight calculation (negative).

The funding & liquidity score of 'b+' has been assigned below the
'bb' category implied score because of the following adjustment
reason: deposit structure (negative).

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Bereke's IDR are linked to Kazakhstan's sovereign ratings.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating                        Prior
   -----------               ------                        -----
Bereke Bank
JSC          LT IDR           BB  Rating Watch Maintained  BB
             ST IDR           B      Affirmed              B
             LC LT IDR        BB  Rating Watch Maintained  BB
             Natl LT     A+(kaz)Rating Watch Maintained   A+(kaz)

             Viability        b+     Upgrade               b
             Government Support bb Rating Watch Maintained bb
             LT IDR (xgs)     B+(xgs)Upgrade               B(xgs)
             ST IDR (xgs)     B(xgs) Affirmed              B(xgs)
             LC LT IDR (xgs)  B+(xgs)Upgrade               B(xgs)




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

PLT VII FINANCE: Fitch Alters Outlook on B LongTerm IDR to Positive
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on PLT VII Finance S.a r.l.'s
(Bite) Long-Term Issuer Default Rating (IDR) to Positive from
Stable and has affirmed the rating at 'B'. This follows a revision
of Fitch's rating thresholds and the company's projected cash flow
profile. Fitch has also assigned Bite's proposed EUR920 million
senior secured notes an expected rating of 'B+(EXP)' with a
Recovery Rating of 'RR3'.

The Positive Outlook reflects its expectation that following its
planned recapitalisation via its proposed refinancing in May 2024,
Bite will manage leverage at slightly above 5.0x gross debt/EBITDA,
then reduce leverage to below 5.0x from 2026. Meanwhile, cash flow
generation should remain strong after the company passes its 5G
investment peak in 2024. This should allow it to expand its
fixed-wireless franchise. The positive momentum also reflects
strong and improving broadband and pay-TV operations.

KEY RATING DRIVERS

Leverage Improving: Fitch expects gross EBITDA leverage to
gradually improve to below 5.0x, likely from 2026. Fitch projects
deleveraging to be slow, with modest-to-moderate organic revenue
growth and a stable EBITDA margin leasing to debt/EBITDA of around
4.8x by end-2027, from its forecast of 5.1x at end-2024.
Deleveraging flexibility from positive cash flows is unlikely to be
utilised, as Fitch assumes all free cash flow (FCF) will be paid as
dividends.

The Positive Outlook reflects the relaxed debt/EBITDA leverage
threshold by 0.3x amid the company's progress in its 5G network
upgrade, which supports its mobile market position. The company has
also strengthened its diversification into broadband and pay-TV,
with the segment contributing close to 30% of service revenue, from
less than 20% in 2020.

Established Market Positions: Fitch expects Bite to maintain its
market positions, supported by its large spectrum portfolio, wide
network coverage and continued investments in 5G. Bundling has not
been a key driver in its markets, which shields Bite from
competition with peers that have stronger fixed-line franchises.
Fitchh does not expect mobile expansion into neighboring Estonia,
as Bite's strong free-to-air TV position in the country does not
provide an easy platform for mobile roll-out, with synergies likely
to be insignificant.

Bite is the second- and third-largest mobile telecom company in the
three-operator markets of Lithuania and Latvia, respectively, with
the same set of mobile competitors in both countries. Its market
share of over 20% by mobile service revenue has been more stable in
Latvia and experienced only a moderate decline in Lithuania to
close to 30%.

Rational Markets: The markets in both Latvia and Lithuania have
been rational so far, with tariff increases not triggering price
wars. Significant pricing flexibility is less likely as the
inflationary environment recedes. The small size of the local
markets makes them less attractive for virtual operators, with only
one MVNO with a small market share in Lithuania is currently
present. This reduces the risk of disruptive competition.

Positive Growth Outlook: Fitch expects Bite to continue to benefit
from service revenue growth, supported by increasing data
consumption, including from the expanding fixed-wireless customer
base on the back of wider 5G usage. A surcharge for 5G services may
not be sustainable in the long run, although 5G customers tend to
spend more.

Media More Volatile: Fitch views the media segment as intrinsically
more volatile, as it is driven by advertising revenue that are
strongly correlated with GDP dynamics. Fitch expects this segment
to remain stable, supported by Bite's leading share of viewership
in its markets and only limited local-language competition.
Exposure to higher media volatility is mitigated by the segment's
moderate contribution to service revenue and gross margin, at 19%
and 20%, respectively, in 2023.

5G Capex Half-Way Through: Bite has significantly progressed with
its 5G network roll-out. Fitch expects the capex/revenue ratio to
peak at around 12% in 2024 and then for capex to gradually decline
to approximately 9% of revenue. This is closer to the 7.8% average
level in 2019-2022, prior to the 5G capex. Bite prioritises quality
of service over technological leadership; this softens, but is also
likely to lengthen, its capex cycle. Bite reached around 60% 5G
population coverage in Latvia by end-1Q24 and slightly above 60% in
Lithuania.

Refinancing and Recapitalisation Neutral: The refinancing and
recapitalisation are neutral for the ratings, as Fitch expects
leverage to remain commensurate with a 'B' rating, with the company
fully addressing its refinancing exposure. Bite plans to refinance
all of its outstanding debt with EUR920 million senior secured
notes with maturity of seven years and a pay out of about EUR200
million to shareholders.

Positive FCF: Fitch expects Bite to generate positive pre-dividend
FCF. The company will pay higher interest on a higher amount of
debt following its proposed refinancing in May 2024, which will
pressure cash flow. However, lower capex from 2025 should mitigate
the impact. Fitch expects its pre-dividend FCF margin in the
mid-to-high single-digit territory, down from double-digits in
2020-2022. Bite's EBITDA margin in the range of 30% and moderate
capex, historically averaging below 10% of revenue, lead to
sustained strong cash flow generation, helped by low corporate
taxes in the Baltics.

Low M&A Risk: Fitch believes the limited M&A opportunities in the
Baltic region lower the risk of significant M&A, even though the
company has doubled the size of its revolving credit facility to
EUR100 million.

DERIVATION SUMMARY

Bite holds strong positions in its core markets, but is smaller in
absolute scale than most mobile and telecom peers with 'B' category
ratings. Bite benefits from operating in less congested and
rational three-operator mobile markets that lack significant mobile
virtual network operator presence and bundling competition.

Bite is FCF generative, but cable-centric and fixed-line incumbent
operators, such as eircom Holdings (Ireland) Limited (B+/Stable)
and Virgin Media Ireland Limited (B+/Stable), benefit from more
stable customer relationships in addition to also being FCF
positive.

KEY ASSUMPTIONS

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

- Low-to-mid single-digit mobile service revenue growth in
2024-2027 amid its expected decline in inflation in the Baltic
area

- Media revenue to demonstrate around 1% growth in 2024-2027

- Fitch-defined EBITDA margin broadly stable at around 31% to 2027

- Capex to peak at around 12% of revenue in 2024, before gradually
declining to below 10% by 2027

- Entire FCF fully paid out as dividends

RECOVERY ANALYSIS

Key Recovery Rating Assumptions

- The recovery analysis assumes that Bite would be considered a
going-concern in bankruptcy and that the company would be
reorganised rather than liquidated

- A 10% administrative claim

- Fitch estimates a post-restructuring going-concern EBITDA of
EUR140 million, reflective of the progress in the 5G network
roll-out, a significant subscriber base and average revenue per
user growth in 2022-2023. This level of EBITDA is consistent with
Bite generating positive pre-dividend FCF

- Fitch uses an enterprise value multiple of 5.0x to calculate a
post-reorganisation valuation

- Fitch calculates expected recovery prospects for the proposed
senior secured instruments at 58%, assuming Bite's prior-ranking
super senior secured revolving credit facility of EUR100 million is
fully drawn. This implies a one-notch uplift from the company's IDR
and results in a 'B+(EXP)' senior secured rating with a Recovery
Rating of 'RR3' for the company's proposed EUR920 million senior
secured debt.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

- Fitch-defined EBITDA leverage (gross debt/EBITDA) sustained below
5x

- (Cash flow from operation-capex)/debt above 4% on a
through-the-cycle basis

- Strong pre-dividend FCF generation, while maintaining competitive
positions in Latvia and Lithuania

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

- Fitch-defined EBITDA leverage persistently above 6x

- A significant reduction in pre-dividend FCF generation, driven by
competitive or regulatory challenges

- (Cash flow from operations-capex)/debt below 2% on a
through-the-cycle basis

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Post refinancing and recapitalisation in
May 2024, the company expects to have about EUR10 million of cash
on its balance sheet. This is supported by an untapped EUR100
million super-senior revolving credit facility with a proposed
maturity of 6.5 years. The proposed EUR920 million senior secured
debt would have a maturity of seven years.

ISSUER PROFILE

Bite is a mobile-centric operator in Latvia and Lithuania, with
sizeable broadband/pay-TV segments and substantial
advertising-based free-to-air TV revenue across the Baltics.

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
   -----------            ------             --------   -----
PLT VII Finance
S.a r.l.            LT IDR B  Affirmed                  B

   senior secured   LT B+(EXP)Expected Rating   RR3


SITEL GROUP: EUR1BB Bank Debt Trades at 19% Discount
----------------------------------------------------
Participations in a syndicated loan under which Sitel Group SA is a
borrower were trading in the secondary market around 81.1
cents-on-the-dollar during the week ended Friday, May 31, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR1 billion Term loan facility is scheduled to mature on
August 28, 2028.  The amount is fully drawn and outstanding.

Sitel Group S.A, domiciled in Luxembourg but with a US-based
headquarters and management team based in Miami, Florida, is a
leading global provider of CX products and solutions. The
Company's
country of domicile is Luxembourg.



=========
M A L T A
=========

ESPORTS ENTERTAINMENT: Narrows Net Loss to $2.8MM in Fiscal Q3
--------------------------------------------------------------
Esports Entertainment Group, Inc. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $2.8 million for the three months ended March 31,
2024, compared to a net loss of $13.2 million for the three months
ended March 31, 2023.

For the nine months ended March 31, 2024, the Company reported a
net loss of $24.7 million, compared to a net loss of $31.5 million
for the same period in 2023.

The Company considered that it had an accumulated deficit of $206.1
million as of March 31, 2024 and that it has had a history of
recurring losses from operations and recurring negative cash flows
from operations as it has prepared to grow its esports business
through acquisition and new venture opportunities. At March 31,
2024, the Company had $1 million of available cash on-hand and net
current liabilities of $7.8 million. Net cash used in operating
activities for the nine months ended March 31, 2024 was $5.6
million, which includes a net loss of $24.7 million.

The Company also considered its current liquidity as well as future
market and economic conditions that may be deemed outside the
control of the Company as it relates to obtaining financing and
generating future profits.

In determining whether the Company can overcome the presumption of
substantial doubt about its ability to continue as a going concern,
the Company may consider the effects of any mitigating plans for
additional sources of financing. The Company identified additional
financing sources it believes, depending on market conditions, may
be available to fund its operations and drive future growth, which
includes:

     (i) the potential expected proceeds from future offerings,
where the amount of the offering has not yet been determined; and
    (ii) the ability to raise additional financing from other
sources.

These plans are likely to require the Company to place reliance on
several factors, including favorable market conditions, to access
additional capital in the future. These plans were therefore
determined not to be sufficient to overcome the presumption of
substantial doubt about the Company's ability to continue as a
going concern.

A full-text copy of the Company's Form 10-Q is available at
https://tinyurl.com/4ucrasdw

                 About Esports Entertainment Group

St. Julians, Malta-based Esports Entertainment Group, Inc. is a
diversified operator of iGaming, traditional sports betting and
esports businesses with a global footprint. The Company's strategy
is to build and acquire iGaming and traditional sports betting
platforms and use them to grow the esports business.

As of March 31, 2024, the Company has $4.6 million in total assets,
$12.2 million in total liabilities, and total stockholders' deficit
of $19.6 million.



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

ACR I BV: Moody's Downgrades CFR to B3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings downgraded ACR I B.V.'s (AnQore or the company)
long-term corporate family rating and probability of default rating
to B3 and B3-PD from B2 and B2-PD, respectively. Concurrently
Moody's downgraded the instrument rating of AnQore B.V.'s senior
secured bank credit facilities to B3 from B2. Moody's also changed
the outlook on both entities to stable from negative.

RATINGS RATIONALE

The downgrade of AnQore's ratings reflects the company's weak
credit metrics, including expected Moody's-adjusted gross leverage
of over 6x in 2024, and the heightened risk of a covenant breach.
The downgrade also incorporates Moody's expectation that AnQore's
free cash flow generation and EBITA interest coverage will not
return to historical levels over the next 12-18 months amid higher
interest costs.

Moody's believes that there is a relatively high likelihood that
AnQore will breach its net leverage maintenance covenant under the
credit agreement in the second or third quarter of 2024, unless the
company negotiates a covenant waiver with its lenders or its
shareholders inject additional equity for the purpose of curing the
covenant. Based on Moody's estimates, a relatively small
contribution would facilitate compliance with the maximum net
leverage test. Moody's understands that the company undertakes
several measures to reduce the risk of a covenant breach. The
current rating and outlook incorporates Moody's view that the
company will take additional measures to prevent a covenant breach
in case the company does not meet the covenant level.

Soft demand for acrylonitrile continues to hurt AnQore's EBITDA.
Although its cost structure improved in early 2024 with the
completion of the propylene pipeline, the current utilization rate
remains at low levels. Since the last rating action in October
2023, Moody's lowered its expectation for 2024. The rating agency
forecasts AnQore's gross leverage, as adjusted and defined by
Moody's, to be around 6.4x by the end of 2024. With a partial
recovery in demand, Moody's forecasts gross leverage to decline
further towards 5x by the end of 2025.

Moody's believes that AnQore's cash generation with the current
capital structure will not return to historical levels because of
higher interest costs. Moody's estimates that the company's EBITA
interest coverage will remain below 1.5x over the next 12-18
months. During the period of 2019 to 2022, AnQore's EBITA interest
coverage ranged between 2.3x to 4x (based on full year numbers).
The weaker EBITA interest coverage and free cash flow generation
are the main constraining factors for a higher rating once the
company's covenant level improves.

OUTLOOK

The stable outlook reflects Moody's expectation that credit metrics
will strengthen over the next 12-18 months and that there will be
additional measures to prevent a covenant breach in case the
company does not meet the covenant level.

LIQUIDITY

Moody's views AnQore's liquidity as weak  because of the heightened
risk of a covenant breach, however the company has EUR42 million of
cash on balance and EUR35 million of RCF availability as of March
2024. Failure to meet the financial covenant could accelerate the
prepayment of loans in the absence of a covenant waiver or equity
cure. AnQore considers such scenario unlikely.

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

Factors that could lead to a upgrade of AnQore's rating include: i)
Moody's-adjusted debt/EBITDA declines below 5x on a sustainable
basis; ii) EBITA/interest expense is above 1.5x; iii) good
liquidity with ample headroom under its financial covenant; iv)
FCF-to-debt ratio in the mid-single digit (%).

Factors that could lead to a downgrade of AnQore's rating include:
i) deterioration in its liquidity; ii) gross leverage remains above
6x; iii) EBITA/interest expense below or close to 1x; iv) the
enactment of more aggressive financial policies which would favor
shareholder returns over creditors.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in the Netherlands, AnQore is a European producer of
acrylonitrile (ACN) and cyanides (HCN). The company operates a
275kt ACN plant at the Chemelot site in Geleen (Netherlands) with
two identical lines. The company has also a 46% ownership in Sitech
Services BV which provides a broad range of services, such as waste
water services and/or facility and waste services, to the companies
operating in the Chemelot chemical site in Geleen. The company is
jointly owned by the private equity firm CVC Capital Partners (65%)
and DSM-Firmenich AG (A3 stable) (35%).


SPRINT BIDCO: EUR700MM Bank Debt Trades at 68% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Sprint Bidco BV is
a borrower were trading in the secondary market around 32.3
cents-on-the-dollar during the week ended Friday, May 31, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR700 million Term loan facility is scheduled to mature on
September 17, 2029.  The amount is fully drawn and outstanding.

Sprint Bidco B.V. is a special purpose vehicle that owns the
Dutch-based bicycle company Accell. The Company’s country of
domicile is the Netherlands.

SPRINT BIDCO: Fitch Lowers Rating on Senior Secured Debt to 'CCC-'
-------------------------------------------------------------------
Fitch Ratings has affirmed Sprint Bidco B.V.'s (Accell) Long-Term
Issuer Default Rating (IDR) at 'CCC' and downgraded its senior
secured debt to 'CCC-' from 'CCC'. The Recovery Rating has been
revised to 'RR5' from 'RR4'.

The 'CCC' IDR reflects the uncertain pace of its operational
turnaround to restore its EBITDA, which Fitch expects to be barely
above break-even in 2024. Excess inventories in the market and weak
consumer demand, together with intense competition, have led to a
deep-discount environment. Weak operating performance, tight
liquidity and negative free cash flow (FCF) result in unsustainable
credit metrics.

The revised RR of the existing term loan B (TLB) reflects
diminished recovery prospects due to the meaningfully higher amount
of a shareholder loan (SHL) now benefitting from collateral, which
would reduce the residual value for TLB lenders in a collateral
enforcement.

KEY RATING DRIVERS

Uncertain Turnaround Prospects: Fitch views the execution of
Accell's turnaround strategy as uncertain after a lack of clear
progress and recent senior management changes. Fitch sees
substantial operational challenges as the company is overhauling
its product portfolio and business processes around manufacturing,
logistics and procurement. These efforts are furtherly exacerbated
by sell-in challenges in addition to the costs of its Babboe
recall. Business seasonality and the sector's challenges mean the
second and third quarters are critical for Accell's recovery.

Poor Liquidity: Accell's FCF and liquidity headroom have been
materially eroded by a large increase of more than EUR700 million
in working capital requirement over the last three years. This has
led to a full drawdown of its EUR180 million revolving credit
facility (RCF), in addition to using a EUR75 million asset-based
loan (ABL) and a EUR298 million SHL, the latter of which Fitch
views as debt under its criteria.

Reliance on Shareholder Support: In the absence of alternative
funding options, Accell is reliant on shareholder support, with the
sponsor having committed up to EUR298 million in the form of a SHL
over the past year. This confirms the shareholder's strong
commitment to the business. However, the lack of visibility on the
pace of recovery means Fitch cannot accurately assesses how long
the available shareholder commitment of around EUR70 million will
be sufficient to meet liquidity needs, and whether additional
capital injections would be needed.

Unsustainable Capital Structure: Accell's 'CCC' IDR reflects an
unsustainable capital structure, with Fitch projecting EBITDA net
leverage to remain at double digits and EBITDA interest coverage at
below 1.0x until 2025. Inventory build-up continues to weigh on
Accell's cash flow generation, causing additional debt drawdown to
fund working-capital needs, further impeding deleveraging
prospects. The company will remain dependent on shareholder support
in the absence of material progress in a near-term operational
turnaround, making a debt restructuring possible in the medium
term.

Negative FCF: Weak operating performance, in combination with high
trade working capital, despite assuming some release in 2024, will
lead to negative FCF at least in 2024. Future FCF trajectory will
depend on Accell's ability to meaningfully rebuild its EBITDA
towards EUR100 million together with further reduction in trade
working capital, all subject to its turnaround execution.

Weak TLB Documentation: Fitch believes that the SHL, now secured by
a collateral, creates a lien that will likely impair the recovery
prospects for TLB lenders. The SHL and the existing TLB are now
secured against different assets, with shareholders benefitting
from a strong collateral package including certain Accell IP rights
and real estate mortgages. In particular Fitch views the IP rights
as the most valuable business asset for Accell, which would no
longer be available to TLB lenders on share pledge execution.

Near-Term Break-Even EBITDA: Fitch estimates Accell broke even in
EBITDA for 2023, due to a challenging market environment. For 2024,
Fitch projects Fitch-adjusted EBITDA to remain weak and barely
above break-even, as manufacturers, including Accell, will be
forced to continue their discount policy. Moderate market
normalisation is anticipated only from 2025, which together with
Accell's cost-savings initiatives, would support a more meaningful
EBITDA recovery. Fitch estimates an EBITDA of at least EUR100
million would be required to restore minimum liquidity headroom,
albeit with leverage remining high.

Low-Margin Assembler and Marketer: Accell, as a consumer products
company, is characterised by a low EBITDA margin of around 8%-9%,
driven by its focus on designing and marketing bicycles assembled
in its own factories with parts produced by dedicated suppliers.
This leaves part of the added value with suppliers, to which Accell
is exposed given its high concentration. However, management
initiatives on cost reduction and optimisation of operating
processes, although subject to material execution risks, should
support EBITDA margin stabilisation.

DERIVATION SUMMARY

Fitch rates Accell under its Consumer Products Navigator. Accell's
credit profile is weighed down by its fragile liquidity with a lack
of funding alternatives outside shareholder support, and an
inappropriate capital structure. Fitch estimates Accell's EBITDA
leverage will remain excessive in 2024-2026, with some prospects of
decreasing towards 10x in 2026, subject to its turnaround
execution.

KEY ASSUMPTIONS

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

- Low single-digit revenue growth to 2026

- Near break-even EBITDA margin in 2024, before returning to
mid-to-high single digits by 2026

- Net working-capital inflows of around EUR120 million in
2024-2025

- Capex of 1%-2% of sales to 2026

- No bolt-on acquisitions or shareholder distributions to 2026

- Voluntary debt repayments of between EUR50 million and EUR115
million a year for 2025-2026, subject to working-capital
normalisation

RECOVERY ANALYSIS

Recovery analysis assumes that Accell would be reorganised as a
going concern (GC) in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.

Fitch estimates Accell's GC EBITDA at EUR100 million, which is much
higher than the estimated break-even EBITDA for 2023. This GC
assessment reflects its view of Accell's underlying earning
capacity supported by its attractive product offering and brand
value.

Fitch uses an enterprise value (EV)/EBITDA multiple of 5.5x to
calculate a post-reorganisation valuation, which takes into account
the company's position as industry leader with attractive long-term
demand fundamentals, which should allow it to benefit from positive
market trends, once the current operational challenges have been
resolved.

Accell's RCF of EUR180 million, assumed to be fully drawn on
default, ranks equally with the EUR705 million TLB, but is
subordinated to the SHL. Fitch has reclassified the EUR298 million
SHL as prior-ranking to TLB and RCF from equally ranking, as the
SHL is not only guaranteed by operating subsidiaries, but also
secured now by certain Accell IP rights, real estate mortgages and
pledges over shares in some operating subsidiaries. Further, Fitch
has included in the recovery analysis the full amount of EUR298
million committed by the shareholders, assuming the currently
remaining undrawn balance of EUR70 million will be used prior to
default, of which around EUR50 million is earmarked for the Babboe
product recall and which in its view will be called in the next few
months.

Fitch views Accell's EUR100 million securitisation facility and
EUR75 million ABL facility as being available to the company during
and post-distress based on the record of Accell's continuing access
to these asset-backed facilities during 2023 and in May 2024.

The waterfall analysis generated a ranked recovery for the EUR705
million TLB in the 'RR5' band, indicating a 'CCC-' rating. The
waterfall generated recovery computation output percentage is 22%
based on current metrics and assumptions after adding the SHL,
which Fitch treats as debt, to the capital structure.

RATING SENSITIVITIES

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

- Rebound in operating performance as a result of successful
implementation of cost-saving measures or working-capital
normalisation leading to EBITDA recovery

- Reduced FCF outflow and improving liquidity headroom sufficient
to cover operating needs

- EBITDA leverage below 10x and EBITDA interest coverage above 1.5x
on a sustained basis

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

- Ineffective implementation of operational turnaround plan leading
to continuing decline in revenue or EBITDA

- Accelerating cash outflow resulting in an unfunded liquidity
position

- Increased likelihood of a debt restructuring that Fitch would
view as a distressed debt exchange

LIQUIDITY AND DEBT STRUCTURE

Liquidity Partly Funded: Fitch views Accell's liquidity position as
partly funded with full reliance on additional support from the
shareholder.

Increased Debt Funding: Accell has fully drawn down its RCF of
EUR180 million. In addition, the company raised a EUR75million ABL
facility in February 2023 and received a EUR298 million SHL in
three tranches. As of end-1Q24, the company had around EUR70
million under the available SHL financing. On top of these
measures, it has up to EUR100 million securitisation funding, of
which more than EUR90 million was used as of mid-May 2024.

The closest maturity is in 2027, when a EUR150 million SHL comes
due. The RCF and TLB are due in 2028 and 2029, respectively.

ISSUER PROFILE

Sprint Bidco B.V. is a special purpose vehicle that owns the
Dutch-based bicycle company Accell.

ESG CONSIDERATIONS

Accell has an ESG Relevance Score of '4[+]' for GHG Emissions & Air
Quality due to the company's products contributing to reducing
greenhouse gas emissions and benefiting from a supportive
regulatory environment, which has a positive impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Sprint BidCo B.V.    LT IDR CCC  Affirmed            CCC

   senior secured    LT     CCC- Downgrade   RR5     CCC


[*] Moody's Ups Ratings on 27 Notes From 15 Netherlands RMBS Deals
------------------------------------------------------------------
Moody's Ratings announced that it has upgraded the ratings of 27
Notes ("RMBS Notes") issued by 15 Dutch RMBS issuers and backed by
mortgages on properties located in the Netherlands.

Moody's affirmed the ratings of the Notes that had sufficient
credit enhancement to maintain the current rating on the affected
Notes.

A list of Affected Credit Ratings is available at
https://urlcurt.com/u?l=dJnQ88

Moody's actions stem from the publication of "Residential
Mortgage-Backed Securitizations" together with "Netherlands:
Residential Mortgage-Backed Securitizations methodology
supplement", the credit rating methodology used in rating these
securities and also incorporate deleveraging and performance
considerations.

Although the updated methodology results in a change in Moody's
overall assessment of MILAN Stressed Loss and cash flow modelling,
only certain deals' ratings are impacted. For instance, structural
elements of the transactions as well as collateral performance may
limit or mitigate the potential for the rating action resulting
from the methodology change. The rating actions also incorporate
deleveraging and performance considerations, which may result in
more significant rating actions than purely stemming from the
methodology change.

RATINGS RATIONALE

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=z9Ot5Y

This list is an integral part of this Press Release and provides,
for each of the credit ratings covered, Moody's disclosures on the
following items:

-- Expected Loss after consideration of loan mortgage insurance, if
applicable (as a percentage of current pool balance, "%CB")

-- Expected Loss before consideration of loan mortgage insurance,
if applicable (%CB)

-- MILAN Stressed Loss before consideration of loan mortgage
insurance, if applicable (%CB)

-- Key Rationale for rating action

-- Constraining factors on the ratings

Methodology Update

The rating actions result from the update to Moody's methodology
for rating Dutch RMBS, the associated updates to the MILAN Stressed
Loss assumptions for these transactions, as well as updates to
assumptions and the cash flow modelling.

For the RMBS Notes upgraded, Moody's completed full analysis
considering the analysis of the collateral portfolio, performance,
as well as the full set of structural features of each RMBS
transaction.

Increased levels of credit enhancement

Sequential amortization and/or a non-amortising reserve fund has
led to the increase in the credit enhancement available in some
transactions.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolios reflecting the collateral
performance to date and the above-mentioned methodology update.

Moody's updated the MILAN Stressed Loss assumption based on updated
loan-by-loan data for the underlying pools and subject to
applicable floors as defined in the updated methodology.

Details of the MILAN Stressed Loss and Expected Loss assumptions as
a percentage of current pool balance related to the actions can be
found in the List of Affected Credit Ratings associated with this
Press Release.

The rating actions also took into consideration the Notes' exposure
to relevant counterparties, such as servicer, liquidity provider,
account bank and swap counterparty.

A comprehensive review of all credit ratings for the respective
transactions have been conducted during a rating committee.

No action was taken on the Class X1 Notes in Domi 2020-2 B.V.
considering the characteristics of this class and remaining term to
repayment.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in May 2024.

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 to an upgrade or downgrade of the ratings:

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, and (3) improvements in the credit quality of
the transaction counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the Notes' available credit enhancement, and
(4) deterioration in the credit quality of the transaction
counterparties.




===========
P O L A N D
===========

CYFROWY POLSAT: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Cyfrowy Polsat S.A.'s (Polsat) Long-Term
Issuer Default Rating (IDR) at 'BB'. The Outlook is Stable.

Polsat's 'BB' rating remains anchored on its telecoms and media
(TMT) operations in Poland, which account for a vast proportion of
its EBITDA. Polsat has a stable position in these segments and
deploys an asset-light and technology-agnostic approach to
connectivity and converged services. The approach leverages
increasing availability of fibre connectivity from wholesale
providers, which helps preserve free cash flow (FCF) in exchange
for potentially lower margins as a result of higher wholesale
rental costs.

Fitch expects the leverage profile to deteriorate to above the
current rating thresholds in 2024. As Polsat invests in renewable
energy and real estate opportunities, these are weighing on cash
generation and may increase volatility in working capital relative
to peers. Fitch's base case forecasts envisage scope to reduce
leverage over the next two years as EBITDA generation from energy
investment improves while inflationary pressures cede. However,
acceleration of investments in real estate could reduce the pace of
deleveraging and result in negative rating pressure.

KEY RATING DRIVERS

Leverage to Peak in 2024: Fitch expects Fitch-defined net leverage
to peak at 4.4x by end-2024 from 4.1x in 2023, over the downgrade
threshold of 4.2x. The spike is due to a combination of slight
revenue growth and an EBITDA margin contraction in the TMT segment,
coupled with intensified capital investments in renewable energy
development. Leverage will come under additional strain in 2024 and
2025 from expected spectrum acquisition costs. However, Fitch
expects it to gradually decline in the following two years,
returning to within its sensitivities by 2026.

Fitch could contemplate tightening its leverage sensitivity to 4.0x
(from 4.2x currently) if renewable energy segment development takes
longer, returns are lower than planned or additional financing is
needed, which may trigger negative rating action.

Potential Risks to Deleveraging: Absent any negative developments
in TMT, real estate investments and energy price volatility could
moderate the deleveraging pace in Fitch's base case forecast. Its
current rating case incorporates potential real estate investments
of about PLN2.9 billion in 2025-2027. Fitch view the investments as
opportunistic, which are subject to phasing in deployment. Fitch
accounts for these investments in its working capital projections,
along with any initial sales proceed, which creates volatility in
cash flow from operations.

TMT Margin Recovery Unlikely: Based on the company's reported B2C
and B2B and media segments, Fitch projects the TMT EBITDA margin
will remain constrained at approximately 22.8% in 2024, gradually
improving to around 23.5% by 2027. The 2024 compression reflects
the carryover impact of 2023's double-digit inflation, particularly
affecting network, staffing and lease costs. CPI-linked clauses
will also take effect along with two minimum wage hikes in Poland
(effective January and July 2024). These pressures will be
mitigated by a decrease in energy costs, average revenue per user
(ARPU) growth, reduced content costs, and savings on sports
broadcasting rights.

Longer Term TMT Uncertainties: The deployment of fibre networks and
adoption of Internet Protocol Television (IPTV) creates some
potential long-term uncertainties for Polsat's TMT margins. The
adoption of converged offers over fibre could change market shares
and or increase wholesale costs for Polsat, which has a subscriber
base to its direct-to-home (DTH) content services. However, with
around 40% of the population in non-dense rural areas this trend is
unlikely to have a significant impact in the short to medium term.

ARPU Growth Supportive: Polsat has successfully increased ARPU in
the competitive Polish telecom market through effective bundling
strategies and customer upselling. The revenue-generating units per
customer ratio reached 2.26 at end-2023. Despite ARPU gains, the
company was unable to offset major inflationary pressure in 2023,
as CPI-linked clauses in customer contracts were subject to
regulatory scrutiny.

Polsat's workaround involved implementing an automatic PLN10 price
increase upon contract renewal. This results in a limited ability
to react to any major cost base increase to prevent margin
dilution. With Polish mobile and broadband prices among the lowest
in the EU, Fitch expects further gradual price increases.

Renewables Development Progressing: The renewable energy segment is
advancing, with the 2TWh production volume goal for 2026 on track.
The company expects to be self-sufficient in power generation by
early 2025, although Cellnex-operated infrastructure will still
rely on external sources. A regulator-imposed price settlement
mechanism, which aimed to limit end-user prices in 2023 temporarily
constrained EBITDA, but has been lifted in 2024. Fitch expects
potential new legislation to have a minimal impact this year. The
rating case assumes renewable energy segment EBITDA gradually
improves over the rating horizon, while capex drops as development
projects are completed.

Improving Interest Cover from 2024: Interest payments are expected
to remain at around PLN1.1 billion, due to interest rates and debt
increases. Polsat has significant proportion of floating rate debt,
of which about 30% is expected to be hedged in 2024. Despite the
pressure on EBITDA interest coverage in 2024, rate reductions and
EBITDA improvements are likely to push the ratio back to just above
the 3.0x threshold in 2025 for its 'BB' rating. Interest payments
weigh on FCF but do not compromise overall liquidity, which remains
satisfactory.

Investment Plan Prioritised: Management is likely to favour new
ventures over dividend distributions. Fitch expects M&A activities
to be opportunistic, focusing on operational fit, with possible
small fibre operators acquisitions or wind/solar farms add-ons.
However, organic expansion via capex remains the priority.
Moreover, the current business plan through to 2026/2027 (based on
Fitch's projections) is fully funded, thus requiring limited market
access until meaningful debt maturities arise in 2028.

DERIVATION SUMMARY

Fitch views Polsat's fully integrated telecom and media profile as
a distinguishing factor within its peer group of other
single-market telecom operators in Europe. The group's diversified
product portfolio is positioned to support its gradual ARPU growth
through offering bundles within its more-for-more strategy. This is
despite the slower pace of price increases, which are constrained
by the telco operators' limited ability to introduce indexation
formulas in contracts with customers in the Polish market. Instead,
operators start implementing provisions allowing for automatic
price increases at contract renewal.

Polsat's media and advertising segment is more volatile and less
profitable, which constrains the group's margins below those of
lower- or similarly-rated peers, such as The Sunrise Holding Group
(UPC, BB-/Negative), Telenet Group Holding N.V (BB-/Stable) and
VodafoneZiggo Group B.V. (B+/Stable), despite UPC's and Telenet's
comparable revenue.

Polsat's EBITDA net leverage is significantly above that of
higher-rated peers, such as Royal KPN N.V. (BBB/Stable), Telefonica
Deutschland Holding AG (BBB/Stable), and NOS, S.G.P.S., S.A.
(BBB/Stable). Fitch expect Polsat's leverage to increase on planned
major investments into new business segments but to remain below
that of its 'BB-' rated peers.

The expansion into the renewable energy and real estate segments is
relatively unique among its European telecom peers. Fitch views the
renewable energy business as broadly neutral for Polsat's long-term
credit profile. New debt puts some pressure on leverage metrics,
but this is somewhat mitigated by expected increases in EBITDA as
the investment matures.

However, Fitvh deem the real estate segment as more opportunistic
and consequently posing greater risk to the profile due to
potential working capital demands and fluctuations. The
construction phase demands significant upfront investment, which
may necessitate additional debt.

KEY ASSUMPTIONS

- Revenue to increase by 6.3% in 2024 to above PLN14 billion,
driven by renewable energy addition. Fitch expects up to 1.5%
growth annually thereafter. Fitch predicts TMT revenue will
stabilise at around PLN3 billion in 2024, with ARPU growth
counterbalanced by market competition and further mobile
termination rate reductions. Fitch then assumes a steady revenue
profile in the TMT segment, with growth rates of up to 1% from 2025
to 2027.

- Fitch-defined EBITDA margin of 21.1% in 2024 driven by cumulative
impact of 2023 inflation, subsequently improving to 22%-23% on
easing of inflationary pressure and lower energy costs following
consolidation and development of the renewable energy segment

- Capex (excluding spectrum payments) assumed at 14.2% of revenue
in 2024, easing to 9%-10% in 2025-2027, as investments into
renewable energy segment soften. Fitch has changed the presentation
of real estate capex and include it now in working capital

- Net leverage (Fitch-defined) to peak at 4.4x at end-2024, then
slowly declining towards 3.9x at end-2027

- Higher interest rates driving EBITDA interest coverage below 3.0x
in 2024, with an expected return towards 3.2x-3.4x in in 2025-2027

RATING SENSITIVITIES

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

Positive rating action is unlikely over the medium term due to
capex-intensive development projects in renewable energy and real
estate, and a related loosening of financial policy. However, Fitch
could consider a positive action if:

- Fitch-defined EBITDA net leverage moves below 3.3x on a sustained
basis

- FCF returns to positive levels

- Cash flow from operations (CFO) less capex/debt moves above 9% on
a sustained basis

- EBITDA interest coverage trends above 4.0x on a sustained basis

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

- Fitch-defined EBITDA net leverage above 4.2x on a sustained
basis

- EBITDA interest coverage falling below 3.0x on a sustained basis

- CFO less capex/debt below 7% on a sustained basis

- A significant shift in business mix towards riskier operating
segments such as real estate

- Major operational, execution, regulatory or financial risks
emerging with regards to the development of the renewable energy
and real estate segments, for example, investments in these
segments significantly exceeding expectations on capex and debt or
renewable energy significantly underperforming EBITDA synergy
expectations

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: Polsat had PLN3.3 billion of cash at
end-2023, supported by a fully available PLN1 billion revolving
credit facility, maturing in April 2028.

After its January 2023 bond and May 2023 senior facility agreement
refinancing, the group has maturity peaks in 2028 and 2030. In 1Q24
Polsat repaid its outstanding PLN224 million series B bonds and
PLN88 million series C. Remaining bonds total PLN3.9 billion and
are due in 2030.

PLN7.3 billion term loan A will be repaid in quarterly, variable
instalments totaling PLN311 million in 2024, PLN621 million in
2025, PLN778 million in 2026, and PLN830 million in 2027, with
PLN4.7 billion to be repaid at maturity in 2028, together with
euro-denominated EUR506 million term loan B. Project finance debt
maturities are throughout 2024-2039.

ISSUER PROFILE

Polsat is a fully converged Polish telecom and media company
operating predominantly in the domestic market. Its current
strategy includes developing two additional business segments,
renewable energy and real estate. The company is listed on Warsaw
Stock Exchange, with current market value of around PLN 7.2
billion. The majority shareholder is Mr. Zygmunt Solorz, a Polish
billionaire.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has treated real estate capex as working capital in the
modelling assumptions, in line with its real estate methodology.
This working capital outflow is offset by inflow from upfront
payments made by the property buyers.

ESG CONSIDERATIONS

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

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Cyfrowy Polsat S.A.   LT IDR BB  Affirmed    BB




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

SANTANDER CONSUMO 6: Moody's Gives B3 Rating to EUR57.6MM E Notes
-----------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
the Notes issued by SANTANDER CONSUMO 6, FONDO DE TITULIZACION ("FT
SANTANDER CONSUMO 6"):

EUR996M Class A Notes due December 2037, Definitive Rating
Assigned Aa1 (sf)

EUR48M Class B Notes due December 2037, Definitive Rating Assigned
A3 (sf)

EUR38.4M Class C Notes due December 2037, Definitive Rating
Assigned Baa2 (sf)

EUR60M Class D Notes due December 2037, Definitive Rating Assigned
Ba1 (sf)

EUR57.6M Class E Notes due December 2037, Definitive Rating
Assigned B3 (sf)

Moody's has not assigned any rating to the EUR24M Class F Notes due
2037.

RATINGS RATIONALE

The Notes are backed by a six months revolving pool of Spanish
unsecured consumer loans originated by Banco Santander, S.A.
(Spain) ("Santander"), (A2/P-1 Bank Deposits; A3(cr)/P-2(cr)). This
represents the 6th issuance out of the Santander Consumo programme.
Santander is acting as originator and servicer of the loans while
Santander de Titulizacion, S.G.F.T., S.A. (NR) is the Management
Company ("Gestora").

The portfolio size is approximately EUR 1,200 million as of May 21,
2024 pool cut-off date. 100% of the loans are paying fixed rate.
The weighted average seasoning of the portfolio is 1.35 year and
its weighted average remaining term is 5.14 years. Around 67.17% of
the outstanding portfolio are loans without specific loan purpose
and 16.59% are loans to finance small consumer expenditures.
Geographically, the pool is concentrated mostly in Madrid (18.20%),
Andalucía (17.34%) and Catalonia (11.57%). The portfolio, as of
its pool cut-off date, does not have any loans in arrears.

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 the granularity of the portfolio, securitisation
experience of Santander, a reserve fund sized at 2.0% of the total
rated Notes balance at closing, and credit enhancement provided via
subordination of the Notes (Class A Notes subordination backed by
the portfolio at closing is 19.0%). However, Moody's notes that the
transaction features a number of credit weaknesses, such as (i) a
complex structure including interest deferral triggers for junior
Notes, (ii) pro-rata payments on Classes A-E Notes from the first
payment date, (iii) limited excess spread, (iv) six-months
revolving period which could increase performance volatility of the
underlying portfolio, and (v) the relatively high linkage to
Santander, which is acting as an originator, servicer, swap
counterparty, account bank and paying agent. Various mitigants have
been put in place in the transaction structure, such as early
amortisation triggers and strict eligibility criteria on both
individual loan and portfolio level.

The interest rate mismatch between the fixed rate portfolio and the
floating rate Notes is hedged by an interest rate swap. Banco
Santander, S.A. (Spain) (A2/P-1 Bank Deposits; A3(cr)/P-2(cr)) is
the swap counterparty and will pay the index on the Notes
(three-month EURIBOR) while the issuer will pay a fixed swap rate
of 2.75% based on a notional tracking the outstanding balance of
the non-defaulted loans in the portfolio.

Moody's determined the portfolio lifetime expected defaults of
4.25%, expected recoveries of 15% and portfolio credit enhancement
("PCE") of 17% related to borrower receivables. The expected
defaults and recoveries capture Moody's expectations of performance
considering the current economic outlook, while the PCE captures
the loss Moody's expect the portfolio to suffer in the event of a
severe recession scenario. Expected defaults and PCE are parameters
used by Moody's to calibrate its lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in the cash flow model to rate
Consumer ABS.

Portfolio expected defaults of 4.25% are in line with the Spanish
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii) the
positive selection of consumer loans in this portfolio excluding
the highest internal PDs, (iii) the pool composition in terms of
the exposure to certain products, i.e. pre-approved loans, where
the borrower was offered an unsecured consumer loan up to a maximum
amount without initiating an application process, (iv) benchmark
transactions, and (v) other qualitative considerations.

Portfolio expected recoveries of 15.00% are in line with the
Spanish Consumer Loan ABS average and are based on Moody's
assessment of the lifetime expectation for the pool taking into
account: (i) historical performance of the loan book of the
originator, (ii) benchmark transactions, and (iii) other
qualitative considerations.

PCE of 17.00% is in line with the Spanish Consumer Loan ABS average
and is based on Moody's assessment of the pool which is mainly
driven by: (i) evaluation of the underlying portfolio, complemented
by the historical performance information as provided by the
originator, and (ii) the relative ranking to originator peers in
the Spanish Consumer Loan ABS market.

The PCE of 17.00% results in an implied coefficient of variation
("CoV") of 52.04%.

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

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

Factors that would lead to an upgrade of the ratings include: (i) a
significantly better than expected performance of the pool, (ii) an
increase in credit enhancement of the Notes, or (iii) an
improvement of Spain's local currency country ceiling (LCC).

Factors that would lead to a downgrade of the ratings include: (i)
a decline in the overall performance of the pool, (ii) the
deterioration of the credit quality of Santander, as Santander is
acting as originator, servicer, swap counterparty, account bank and
paying agent, or (iii) a deterioration of Spain's local currency
country ceiling (LCC).




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

SAS AB: Second-Quarter Pre-Tax Loss Doubled to SEK3.07 Billion
--------------------------------------------------------------
Elviira Luoma at Reuters reports that Scandinavian airline SAS
posted a second-quarter pretax loss that more than doubled from a
year earlier on May 30, while pledging to complete its
restructuring this summer.

The company's Chapter 11 plan of reorganisation was approved in
March, Reuters relates.  It filed for U.S. bankruptcy protection in
2022 after years of struggle with high costs coupled with low
customer demand, exacerbated by the COVID-19 pandemic, Reuters
recounts.

"We look forward to emerging as a competitive and financially
stronger airline with a stable equity structure," Reuters quotes
CEO Anko van der Werff as saying in a statement.

According to Reuters, SAS said it intends to complete the
restructuring proceedings in Sweden and in the U.S., and fulfil all
remaining conditions as soon as possible.

The company targets the summer of 2024 to finalise this, but said
the timetable may change, Reuters notes.

The airline posted a pretax loss of SEK3.07 billion (US$287.43
million) for the February-April quarter versus a loss of SEK1.41
billion a year earlier as operating costs surged, Reuters
discloses.

Jet fuel prices, which have put a strain on the airline sector's
finances for several quarters, pose even a bigger challenge for
SAS, Reuters states.

"Also given that we are still in restructuring, we cannot hedge.
Hedging is what is helping other companies. For us, it is not," he
added.

The company's exit from bankruptcy will be financed by US$1.21
billion in funding from hedge fund Castlelake, airline Air
France-KLM, opens new tab, investment manager Lind Invest ApS and
the Danish state, according to Reuters.

                  About Scandinavian Airlines

SAS SAB -- https://www.sasgroup.net/ -- Scandinavia's leading
airline, with main hubs in Copenhagen, Oslo and Stockholm, is
flying to destinations in Europe, USA and Asia.  In addition to
flight operations, SAS offers ground handling services, technical
maintenance, and air cargo services.  SAS is a founder member of
the Star Alliance, and together with its partner airlines offers a
wide network worlxdwide.

SAS AB and its subsidiaries, including Scandinavian Airlines
Systems Denmark-Norway-Sweden and Scandinavian Airlines of North
America Inc., sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 22-10925) on July 5,
2022.  In the petition filed by Erno Hilden, authorized
representative, SAS AB estimated assets between $10 billion and $50
billion and liabilities between $1 billion and $10 billion.

Judge Michael E. Wiles oversees the cases.

The Debtors tapped Weil, Gotshal & Manges, LLP as global legal
counsel; Mannheimer Swartling Advokatbyra AB as special counsel;
FTI Consulting, Inc., as financial advisor; Ernst & Young AB as tax
advisor; and Seabury Securities, LLC, and Skandinaviska Enskilda
Banken AB as investment bankers.  Seabury is also serving as
restructuring advisor.  Kroll Restructuring Administration, LLC is
the claims agent and administrative advisor.

The U.S. Trustee for Region 2 appointed an official committee to
represent unsecured creditors in the Debtors' Chapter 11 cases. The
committee is represented by Willkie Farr & Gallagher, LLP.




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

ERDEMIR: Fitch Assigns 'B+' LongTerm IDR, Outlook Positive
----------------------------------------------------------
Fitch Ratings has published Eregli Demir ve Celik Fabrikalari
T.A.S.'s (Erdemir) Long-Term Issuer Default Rating (IDR) of 'B+'
with a Positive Outlook.

Erdemir's rating is constrained by the 'B+' Country Ceiling of
Turkiye (B+/Positive). This is due to a high concentration of
Erdemir's sales on the domestic market and a low proportion of
EBITDA derived from direct export sales at around 15%-20%. The
Positive Outlook is driven by the sovereign's.

Erdemir's rating reflects its position as the largest steel company
in Turkiye with almost 10mt of crude steel capacity produced
through the basic oxygen furnace (BOF), high capacity utilisation
and below average cost position, which support resilient
performance on a through-the-cycle basis. However, the company has
low raw material self-sufficiency and a high proportion of
low-grade steel products in total output.

The company historically had low leverage, which Fitch expects to
rise due to its large investment but Fitch forecasts EBITDA net
leverage to remain below 3x. Fitch expects liquidity to remain
stretched by capex and a large portion of short-term debt, which
Erdemir plans to refinance with longer term options.

KEY RATING DRIVERS

Net Zero Strategy Introduced: Erdemir introduced new strategy of
USD3.2 billion by 2030 to cut emissions by 25% by 2030 and 40% by
2040 from 2022 and to achieve net zero by 2050. Reduction in
emissions will keep its steel competitive post the implementation
of carbon border adjustment mechanism in the EU from 2026. Existing
blast furnace capacities, which were recently upgraded, will remain
operating while the new electric arc furnaces (EAFs) will add
additional 3.9mt capacity once they are completed by 2030. The
investment will be funded around 80% by a planned Eurobond and
facilities from lenders.

Headroom Remains Despite Leverage Increase: Erdemir's EBITDA net
leverage has been low, at 0.5x in 2022 and 2.1x in 2023. Fitch
expects free cash flow (FCF) to remain negative over 2024-2027 due
to around USD1.2 billion capex on average per year for its
expansionary investment and sustainability programme. Therefore,
Fitch projects EBITDA net leverage to remain on average at about
2.8x over the next four years based on Fitch's assumptions. Fitch
expects profitability to recover to mid-cycle levels of
USD130-USD140/ton in 2025 from USD95/ton in 2023.

Supportive Financial Policy: Erdemir's dividend policy is linked to
net income and historically has resulted in high pay outs. However,
the board has shown its willingness to maintain conservative
leverage metrics by suspending dividend payment in 2023 due to the
earthquake. Fitch expects dividend payout to reduce in the medium
term towards 10%-20% of net income, so that leverage will remain
close to the company's target of net debt/EBITDA below 2.5x.

Rating Constrained by Country Ceiling: Erdemir's rating is
constrained by Turkiye's 'B+' Country Ceiling due to a high
concentration of Erdemir's sales on the domestic market and low
share of EBITDA derived from direct export sales at around 15%-20%.
Fitch sees Erdemir's unconstrained profile being in line with that
of peers rated in the 'BB' category, underpinned by resilient
performance on a through-the cycle basis, large scale, solid market
position and a strong financial profile with conservative leverage
metrics.

Leading Cost Position: Most recent data from CRU ranks Eregli and
Iskenderun plants at around the 50th percentile of the global cost
curve for hot-rolled coil (HRC), but their production costs are
among the most competitive for delivery to Europe (after Russian
finished steel products were sanctioned). It sells 80%-85% of its
production in Turkiye where it has the lowest domestic production
costs and benefits from lower transport costs than international
peers. The company is also the lowest cost steel producer in
Turkiye.

Turkish Economy Supportive: Despite high inflation, rising interest
rates and a widening current account deficit, demand for Erdemir's
products has been resilient. Fitch expects the Turkish GDP to grow
2.8% in 2024 and 3.1% in 2025. Erdemir stands to gain in this
environment as currency depreciation supports its direct export
competitiveness or sales to exporting companies that bill their
products in hard currencies. Steel demand in Turkiye is forecast by
Worldsteel association to grow 9% in 2024 on a post-earthquake
recovery and before declining 5% in 2025.

Rating on a Standalone Basis: Erdemir is indirectly 49.3% owned by
Ordu Yardimlasma Kurumu (OYAK, B+/Stable), a second-tier pension
fund for the military personnel in Turkiye. Four per cent of
Erdemir's shares are treasury shares. Fitch rates Erdemir on a
standalone basis as Fitch views OYAK primarily as a financial
investor.

DERIVATION SUMMARY

Erdemir's peers include the Brazilian Usinas Siderurgicas de Minas
Gerais S.A. (Usiminas; BB/Stable) and Companhia Siderurgica
Nacional (CSN; BB/Positive), Indian JSW Steel Limited (BB/Stable)
and JSC Uzbek Metallurgical Plant (BB-/Negative; SCP: b+).

Erdemir has higher capacity utilisation and margins than Usiminas
and CSN. However, Usiminas and CSN both produce higher value-added
steel products and benefit from integration into iron ore
(currently over 100% self-sufficiency). All three companies have a
notable around one third share of their respective domestic steel
markets and are primarily focused on domestic sales. Erdemir's
market position is also supported by the Turkish market's supply
deficit of flat steel, while the Brazilian market is in surplus.
Erdemir's profitability is higher than that of Usiminas but
slightly lower than CSN's. Usiminas is expected to maintain an
almost zero debt load while Erdemir's debt load, due to large
capex, will be close to that of CSN.

JSW is larger than Erdemir, has a lower cost position and
comparable profit margins. The company is exposed to the fastest
growing Indian market, where JSW is actively investing to capture
its growth. Hence, FCF is likely to remain negative over the next
three years, similar to that of Erdemir, while EBITDA net leverage
is projected to remain at above 3x.

Uzbek Metallurgical Plant's credit profile is weaker than that of
Erdemir due to its smaller scale, decreasing self-sufficiency
against growing capacity and increasing, but still low, costs. The
company produces longs, although on commissioning of its casting
and rolling complex, it will also produce flat steel, but its
product mix remains concentrated on low value-added steel. Its net
leverage rose sharply to around 5x in 2023 due to delays in project
implementation and pressures on the domestic steel market.

KEY ASSUMPTIONS

- EBITDA per ton at USD100/ton in 2024, recovering to almost
USD140/ton by 2027

- Low-teens increase in volumes in 2024, and followed by low
single-digit percentage rises to 2027

- Capex broadly in line with management guidance at around USD1.2
billion on average per annum over 2024-2027

- Dividend payout reduces to USD100 million-USD200 million from
2025, in line with the dividend distribution policy

- US dollar to Turkish lira on average at 33.3 in 2024, followed by
39.6 to 2027

- Reduced tax rate due to investments in solar power project

- Insurance proceeds of USD205 million to be received in 2024

RATING SENSITIVITIES

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

- An upward revision of Turkiye's Country Ceiling could be
rating-positive, provided Erdemir's credit metrics remain adequate
with EBITDA net leverage below 3.0x

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

- As the rating is on Positive Outlook, Fitch does not anticipate a
negative rating action at least in the short term. However, the
revision of the sovereign Outlook to Stable from Positive would be
replicated for Erdemir

- Deterioration of the macro and financial environment in Turkiye
leading to a negative rating action on the sovereign

- Weakness of the steel market, inability to implement investment
programme and/or shareholder-friendly actions resulting in EBITDA
net leverage above 3.5x on a sustained basis

- A deterioration in liquidity to fund operations and meet
short-term maturities

LIQUIDITY AND DEBT STRUCTURE

Additional Liquidity Needed: As of end-2023, Erdemir held USD818
million of cash and cash equivalents, against short-term maturities
of USD1.9 billion. Fitch expects liquidity to remain stretched by
USD1.2 billion capex per year on average, resulting in negative FCF
after dividends over the next three years. Erdemir, like other
Turkish corporates, does not have committed credit facilities,
while Fitch expects its facilities to be rolled over.

Erdemir is arranging funding for its sustainability programme and
plans to raise long-term facilities from domestic and international
banks as well as issuing a Eurobond. Its longstanding relations
with banks and export credit agencies are a supportive factor.

ISSUER PROFILE

Erdemir is the largest steel producer in Turkiye with almost 10 mt
liquid steel and 8.4 mt flat steel capacity. Erdemir focuses on
production of flat products, mainly HRC which accounts for over 60%
of sales and is able to partly switch between flats and longs.

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           
   -----------                 ------           
Eregli Demir ve Celik
Fabrikalari T.A.S.       LT IDR B+  Publish




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

ATLANTICA SUSTAINABLE: Fitch Puts 'BB+' Rating on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed Atlantica Sustainable Infrastructure Plc's
(Atlantica) ratings on Rating Watch Negative (RWN) to reflect the
uncertainty regarding future capital structure and potential for
higher leverage following announcement of the acquisition by the
Energy Capital Partners (EPC) and a group of institutional
coinvestors.

Atlantica's ratings reflect the stable and predictable nature of
contracted cash flows generated at its nonrecourse project
subsidiaries, which are well-diversified by geographical exposure
and asset class. Most of Atlantica's assets are either long-term
contracted or regulated, such as the case of its Spanish solar
assets and a transmission line in Chile, with minimal commodity
risk. The ratings were also predicated on the current management's
conservative financial policy. Fitch would expect to resolve the
RWN once it has more clarity on the capital structure and financial
policy EPC is planning to put in place following the deal closure.

KEY RATING DRIVERS

Acquisition Increases Financial Risk Profile: ECP, an investment
firm together with a group of more than 10 institutional
co-investors is acquiring Atlantica in a deal valuing the company's
equity at $2.56 billion. While the acquisition will result in the
company going private and no longer subject to public growth
targets and dividend policy, the proposed acquisition increases
financial risk profile due to the uncertainty regarding future
capital structure and potential for higher leverage under the
private ownership.

At the same time, ECP should be able to provide access to capital
to support Atlantica's growth plan. Higher cost of capital has
limited company's growth through acquisitions in 2022 and 2023,
resulting in lower than planned investment levels.

Atlantica has about $1.2 billion of holding company debt
outstanding as of March 31, 2024. Atlantica's corporate debt
agreements contain change of control provisions where a change of
control without the consent of the relevant required holders would
trigger the obligation to make an offer to purchase the respective
notes. In the case of the Green Senior Notes, about $400 million of
holding company debt, such prepayment obligation would be triggered
only if there is a credit rating downgrade by any of the rating
agencies. The remaining debt of about $4.3 billion is project level
debt and non-recourse to the holding company and is not expected to
be impacted by change of control provision.

Deal Approval Process: The transaction is expected to close in the
fourth quarter of 2024 or early first quarter of 2025. Fitch
believes there is a high likelihood that the approval process will
proceed as planned and the deal will close successfully. There have
been a number of renewable deals that closed in recent years
without any material delays. The announced sale concludes the
strategic review process Atlantica started in February 2023.

Shareholder vote is expected in late July or August 2024.
Atlantica's largest shareholder, Algonquin Power & Utilities Corp.
(BBB/Stable), which owns 42.2% of shares, supports the transaction.
In addition, the transaction requires regulatory approvals in
different jurisdictions, including clearance under the
Hart-Scott-Rodino Act, by the Committee on Foreign Investment in
the United States and by the Federal Energy Regulatory Commission
and, sanction of the transaction by the High Court of Justice of
England and Wales.

Stable Cash Flow and Asset Diversity: Atlantica's portfolio of
assets produces stable, predictable cash flows underpinned by
long-term contracts with a weighted average remaining contract life
of 13 years. Most counterparties have strong investment-grade
ratings. The contracts are typically fixed-price with annual
escalation mechanisms. Atlantica's portfolio does not bear material
resource availability risk or commodity risk, and does not depend
on a single project for more than 13% of its project
distributions.

The forecast cash distributions to the holding company (holdco)
from the project subsidiaries are largely derived from renewable
assets at 70%, with the remainder split between natural gas plants,
transmission lines and water. Geographically, the split is 38% from
North America, 35% from Europe, 20% from South America and 7% from
the rest of the world. Close to 60% of project distributions are
generated from solar projects; solar resource availability has
typically been strong and predictable.

Current Financial Policy: Atlantica's management has been operating
under conservative financial policy with a commitment to keep
holding company leverage in the range of 3.0x- 4.0x. Fitch
calculates Atlantica's credit metrics on a deconsolidated basis
(gross holdco leverage [holdco only debt/CAFD]), as its operating
assets are largely financed with nonrecourse project debt held at
the ring-fenced project subsidiaries. The distribution test in
project finance agreements is typically set at a debt service
coverage ratio of 1.10x-1.25x.

Project debt is typically long term and self-amortizing, with a
shorter term than the duration of the contracts. About 92% of
consolidated long-term interest exposure is fixed or hedged,
mitigating any impact in a rising interest rate environment.
Approximately 90% of the cash available for distribution is in U.S.
dollars or euros, and Atlantica typically hedges its euro exposure
on a 24-month rolling basis.

DERIVATION SUMMARY

Fitch views Atlantica's portfolio of assets as favorably positioned
due to asset type compared with those of NextEra Energy Partners,
LP (NEP; BB+/Stable) and TerraForm Power Operating, LLC (TERPO;
BB-/Stable), owing to Atlantica's large concentration of solar
generation assets that exhibit less resource variability. NEP's
portfolio consists of a large proportion of wind projects, and
TERPO's portfolio consists of 43% solar and 57% wind projects.

Fitch views NEP's geographic exposure in the U.S. and Canada at
100% of MW favorably as compared with TERPO's 68% and Atlantica's
roughly 33%. Atlantica and TERPO are exposed to the Spanish
regulatory framework for renewable assets, but the current
construct provides clarity of return. Approximately one-third of
Atlantica's power generation portfolio in terms of total MW is in
Spain, compared with approximately one-quarter for TERPO.
Atlantica's long-term contracted fleet has a remaining contracted
life of 13 years, similar to NEP's about 14 years and higher than
TERPO's 11 years.

Atlantica's current credit metrics are stronger than those of TERPO
and NEP. Fitch forecasts Atlantica's gross leverage ratio
(holdco-only debt/cash available for distribution) to remain at or
below 4.0x in 2024, prior to the transaction closure, compared with
mid-4x for NEP and around 4.7x for TERPO.

TERPO and NEP have strong parental support. Fitch considers NEP
best positioned, owing to its association with NextEra Energy, Inc.
(A-/Stable), the world's largest renewable developer. TERPO
benefits from having Brookfield Asset Management as a 100% owner.
Similar to announced EPC-Atlantica deal, TERPO has been taken
private and is no longer subject to public growth targets and has a
moderate and relatively stable growth strategy, which is a credit
positive. Fitch rates Atlantica, NEP and TERPO with a
deconsolidated approach, as their portfolios comprise assets
financed using nonrecourse project debt or with tax equity.

KEY ASSUMPTIONS

- Acquisitions and development capex generate 9% CAFD yield;

- Annual growth investment averaging approximately $300 million
financed using a combination of corporate debt and equity and
project finance debt;

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

- Holdco leverage below 3.0x for several quarters and a payout
ratio at or below 80%.

- The Rating Watch could be removed and the ratings affirmed if the
transaction fails to closes/closes and the company states it will
maintain its financial policy such that leverage (as defined
earlier) is sustained below 4.0x.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

- A materially negative change in financial policy following
transaction closure;

- Lower than expected performance at its largest assets and absence
of mitigating measures to replace lost cash available for
distribution;

- Growth strategy is underpinned by aggressive acquisitions or
addition of assets that bear material volumetric, commodity,
counterparty or interest rate risks;

- Unfavorable developments with respect to the regulated rate of
return in Spain;

- Holdco leverage ratio exceeding 4.0x and payout ratio exceeding
85% for several quarters.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Corporate cash on hand was $46.9 million at
March 31, 2024 and Atlantica had $305 million of availability under
its $450 million revolver, which matures Dec. 31, 2025. Atlantica
also has a credit line available with a local bank for up to EUR15
million, which matures in July 2025 and was fully available as of
March 31, 2024; and a euro CP program that allows Atlantica to
issue short-term notes for up to EUR100 million. In addition, the
company has a $50 million senior unsecured line of credit to
finance the construction of sustainable projects, with Export
Development Canada. The line is maturing in May 2026 and was fully
available as of March 31, 2024.

ISSUER PROFILE

Atlantica is a dividend growth-oriented company that owns and
manages a diversified portfolio of contracted assets in the power
and environmental sectors predominately located in Spain and North
and South America.

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
   -----------               ------               --------   -----
Atlantica Sustainable
Infrastructure Plc     LT IDR BB+  Rating Watch On           BB+

   senior unsecured    LT     BB+  Rating Watch On   RR4     BB+

   senior secured      LT     BBB- Rating Watch On   RR2     BBB-


BARROW FUNDING: Fitch Assigns 'B-sf' Final Rating on Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Barrow Funding PLC final ratings.

   Entity/Debt           Rating           
   -----------           ------           
Barrow Funding PLC

   A XS2755901266    LT AAAsf  New Rating
   B XS2755901696    LT AA-sf  New Rating
   C XS2755902074    LT A-sf   New Rating
   D XS2755902587    LT BBB-sf New Rating
   E XS2755903718    LT BB-sf  New Rating
   F XS2755904013    LT B-sf   New Rating

TRANSACTION SUMMARY

The transaction is a securitisation of UK non-conforming
owner-occupied mortgages originated by Bank of Scotland Plc (BoS)
in the UK between 2003 and 2009. The majority of the assets (nearly
80%) were held in previous securitisations rated by Fitch (e.g.
Mound Financing plc, Brae Financing plc and Tioba Financing plc).
BoS acts as legal title holder and servicer of the assets.

KEY RATING DRIVERS

Seasoned Non-Conforming Loans: The pool consists of seasoned loans
(18.1 years) with a short-weighted average (WA) remaining term to
maturity of around 5.4 years. The characteristics of the pool are
typical of Fitch-rated legacy UK non-conforming RMBS transactions:
100% of the loans are self-certified, 87.1% interest-only loans,
19.4% were in arrears by one month or more and 5.6% had been
restructured as at March 2024. Fitch therefore applied its
non-conforming assumptions, as described in its UK RMBS Rating
Criteria.

Fitch also considered the historical performance of the pool and
previous transactions containing these assets in its analysis.
Performance has been in line with Fitch's non-conforming index and
therefore an originator adjustment of 1.0x was applied.

Product Switches, Residual Interest Rate Risk: At closing, the pool
comprised floating-rate loans linked to the Bank of England base
rate or BoS's home loan rate. Any future product switches to a
fixed-rate loan for borrowers in arrears (i.e. forbearance-related)
will be retained in the pool, potentially leading to an
interest-rate mismatch. The issuer will enter into a swap agreement
to hedge forbearance-related product switches when the proportion
reaches 5% of the outstanding current balance. This residual risk
has been incorporated into the ratings. Any product switches to a
fixed rate granted by BoS for non-forbearance related reasons will
be repurchased from the pool.

Flexible Features, Further Advances Retained: Around 21.3% of loans
in the pool have a flexible draw-down feature whereby a borrower
can increase the loan amount outstanding. Fitch has assumed all
loans are fully drawn when determining the foreclosure frequency
(FF) and recovery rate (RR) for these loans.

Any further advances will be retained in the pool. BoS provided
Fitch with historical data covering instances of further advances
made to borrowers in the pool, and limited advances have been
granted since 2009. Fitch believes any future advances are likely
to be limited, and therefore made no adjustments in its analysis.
Any draw-downs or further advances will be purchased by the issuer
using available principal receipts.

Below MIR Criteria Variation: The class C, D, E and F notes'
ratings have been assigned between two and four notches below the
model-implied ratings (MIR) from the standard application of the UK
RMBS Rating Criteria, which constitutes a criteria variation.

Fitch has assigned these ratings in line with a scenario assuming
increased front loading of defaults, and a decrease to the WARR, to
account for potentially higher than expected losses from
non-performing loans in the pool, and the potential for an unhedged
proportion of fixed-rate loan product switches (for forbearance
reasons), which remain fixed for life to materialise.

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
for the class A, two notches for the class B, C, D and E notes and
four notches for the class F notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades.

Fitch found that a decrease in the WAFF of 15% and an increase in
the WARR of 15% would lead to upgrades of up to two notches for the
class B notes, five notches for the class C notes, seven notches
for the class D notes and eight notches for the class E and F
notes. The class A notes are at the maximum achievable rating and
cannot be upgraded.

CRITERIA VARIATION

The class C, D, E and F notes' ratings have been assigned at
between two and four notches below the MIR from the standard
application of the UK RMBS Rating Criteria, which constitutes a
criteria variation.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Deloitte. The third-party due diligence described in
Form 15E focused on the verification of data fields contained
within the loan-level data against the loan system. Fitch
considered this information in its analysis, which did not have an
effect on Fitch's analysis or conclusions.

DATA ADEQUACY

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

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

Barrow Funding PLC has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the pools
having an interest-only maturity concentration of legacy
non-conforming owner-occupied loans of greater than 20%, which has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Barrow Funding PLC has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant portion of the pools containing owner-occupied loans
advanced with limited affordability checks, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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


BLITZEN SECURITIES 1: Fitch Affirms 'BB+sf' Rating on Class F Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded Blitzen Securities No.1 PLC's class C
and D notes.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
Blitzen Securities
No.1 PLC

   Class A XS2374596109   LT AAAsf  Affirmed   AAAsf
   Class B XS2374597255   LT AAAsf  Affirmed   AAAsf
   Class C XS2374597503   LT AA+sf  Upgrade    AAsf
   Class D XS2374597768   LT A+sf   Upgrade    Asf
   Class E XS2374597925   LT BBBsf  Affirmed   BBBsf
   Class F XS2374598576   LT BB+sf  Affirmed   BB+sf

TRANSACTION SUMMARY

Blitzen Securities No.1 PLC is a securitisation of owner-occupied
performing mortgages originated by Santander UK. The portfolio
solely comprises first-time buyers (FTB), with original
loan-to-values (LTVs) ranging between 85% and 95%.

KEY RATING DRIVERS

Stable Asset Performance: One- and three-month plus arrears are
well below Fitch's Prime index. The transaction's performance has
been slightly deteriorating, but from a relatively strong base,
with one-month plus arrears at 0.82% compared with 0.50% as of the
last review. Late-stage arrears are 0.53% up from 0.25% at last
review.

Build-up of CE: Fixed-rate loans have started reaching their
reversion dates and are taken out of the portfolio as they
refinance in line with the transaction documentation. This has led
to a strong build-up of credit enhancement (CE) since closing.
Paydown due to the amortisation of the pool has further contributed
to the build up of CE. CE for the class C notes is 16.8% compared
with 10.5% at closing. CE for the class D notes has increased to
5.0% at this review from 3.0% at closing. The increase in CE and
stable asset performance has contributed to the upgrades of the
class C and D notes.

Class E Below MIR: The absolute level of arrears is below the Fitch
UK prime index. The majority of the borrowers in the pool are still
paying a low fixed rate and are yet to experience a payment shock
as they revert to a higher floating rate or test their capacity to
refinance their loans. Fitch sees a risk of performance
deterioration in this pool as a result of interest-rate
reversions.

The class E notes are rated one notch below the model-implied
ratings (MIR) to account for the risk that the MIR may be lower in
future analysis as a result of increased arrears leading to a
higher foreclosure frequency (FF).

Over-hedging of Structure: The majority of the loans currently pay
a fixed interest rate (reverting to the Santander follow-on rate),
while the notes pay a SONIA-linked floating rate. The issuer
entered into a swap at closing to mitigate the interest-rate risk
arising from the fixed-rate mortgages in the pool.

Following fixed-rate loan reversions and the resulting portfolio
amortisation, the defined notional balance of the swap has led to
over-hedging in the structure. Over-hedging results in increased
available revenue funds in rising interest-rate scenarios and
reduced available revenue funds in decreasing interest-rate
scenarios.

High Concentration of FTBs: All borrowers in the collateral
portfolio are FTBs. Fitch views FTBs as more likely to suffer
foreclosure than other borrowers, and views their concentration in
the pool as significant. As per Fitch's criteria, an upwards
adjustment of 1.4x has been applied to each loan. Given the impact
on the FF, accessibility to affordable housing for FTBs is a factor
affecting Fitch's ESG scores.

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 economic environment. Weakening asset performance is
strongly correlated to increasing levels of delinquencies and
defaults that could reduce CE available to the notes. Additionally,
unanticipated declines in recoveries could also result in lower net
proceeds, which may make certain notes susceptible to potential
negative rating action depending on the extent of the decline in
recoveries.

Fitch tested a 15% increase in the weighted average (WA) FF and a
15% decrease in the WA recovery rate (RR). The results indicate a
downgrade of up to one notch for the class C and F notes, two
notches for the class D notes and one category for the class E
notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and potential
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the WAFF of 15% and an increase in the WARR
of 15%. The class D and E notes could be upgraded by up to one
category and the class C notes by one notch.

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
Blitzen Securities No.1 PLC

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

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

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

ESG CONSIDERATIONS

Blitzen Securities No.1 PLC has an ESG Relevance Score of '4' for
human rights, community relations, access & affordability due to
the significant concentration of FTBs, which are characterised by a
higher credit risk profile than other borrowers' and may affect the
credit risk of the transaction. 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.


ELIZABETH FINANCE 2018: S&P Lowers E Notes Rating to 'CCC-(sf)'
---------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Elizabeth Finance
2018 DAC's class A to 'BBB- (sf)' from 'A- (sf)', class B notes to
'B- (sf)' from 'BB (sf)', class C notes to 'CCC+ (sf)' from 'B-
(sf)', class D notes to 'CCC (sf)' from 'CCC+ (sf)', and class E
notes to 'CCC- (sf)' from 'CCC (sf)'.

The downgrades are due to the decline in rental income and
non-recoverable expenses continuing to put pressures on the
properties' cash flows, which has further weakened the notes'
credit metrics.

Transaction overview

Elizabeth Finance is a true sale securitization of two loans that
closed in August 2018. In October 2020, the smaller MCR loan, with
a balance of GBP20.5 million, prepaid. The remaining loan, the
Maroon loan, has a current balance of GBP63.05 million as at the
April 2024 interest payment date (IPD). The Maroon loan is secured
by three regional town shopping centers in the U.K. Two of the
properties are in England (The Rushes shopping center in
Loughborough, and the Vancouver shopping center in Kings Lynn), and
one is in Scotland (Kingsgate, Dunfermline).

The special servicer accelerated the Maroon loan in October 2020,
and receivers and administrators were appointed. A cash trap event
is continuing, as the loan-to-value (LTV) ratio trigger has been
breached. The borrower is currently continuing to pay interest but
not the default interest, which is accruing. The loan is currently
unhedged.

The three properties securing the loan are in the process of being
marketed and repositioned to residential and student housing as
their use as a shopping center continues to devalue.

The adjusted trailing 12-month net operating income to April 2024
was GBP4.9 million, slightly increased from GBP4.6 million in April
2023. Over the next 12 months, 17.66% (GBP1.06 million) of rental
income is due to expire. S&P expects a number of these leases to be
renewed but at lower rents, putting further pressure on the cash
flows of the shopping center.

The reported debt service coverage ratio (DSCR) as at the April
2024 IPD is 0.98x, which is marginally higher than at its previous
review when it was 0.92x (using April 2023 IPD data).

Although the adjusted trailing 12-month net operating income has
improved since S&P's previous review in May 2023, the finance costs
for the loan have considerably increased, resulting in the DSCR
continuing to be below 1.0x. The borrower is currently covering the
shortfall from equity and the issuer is not drawing on the
liquidity facility.

S&P said, "Non-recoverable expenses have remained higher than our
underwritten number of 30% at our previous review. In our previous
review the non-recoverable expenses were averaging 44% for the last
four quarters, and they are now averaging 35%. We are of the
opinion that this expense level will continue. This is continuing
to put pressure on the cash flows for the property portfolio.

"The properties' weighted-average vacancy rate has increased to
16.72% from 15.7%. The weighted-average vacancy for the past four
quarters is 15.68%, which is in line with our long-term vacancy
rate assumption of 15.00%. We have therefore kept our vacancy
assumption the same as at our previous review at 15.00%."

An increasing number of retailers are still suffering financial
difficulties after the pandemic and there is still a large amount
of vacant space in the shopping centers. The increase in inflation
and interest rates over the last year has put pressure on
households' income, which has also negatively affected retailers.

Since S&P's previous review, its S&P Global Ratings value has
declined by 14.6%, to GBP41.2 million from GBP48.3 million, due to
our lower gross rental income and higher non-recoverable costs
assumptions for the properties.

To arrive at its S&P Global Ratings value, S&P has applied its
9.25% capitalization (cap) rate (unchanged from its previous
review) against the S&P Global Ratings net cash flow (NCF), and
deducted 5.0% of purchase costs.

  Table 1

  Loan and collateral summary

  REVIEW                                MAY 2023     MAY 2024

  Data as of                              April 2023   April 2024

  Securitized debt balance (mil. GBP)        63.2         63.1

  Securitized loan-to-value ratio*           91.7%        91.5%

  Net rental income (mil. GBP)§               4.6          4.9

  Vacancy rate by area (%)                   15.7         16.7

  Market value as of (mil. GBP)              68.9         68.9

*Based on market value.
§Includes rent and service charge arrears.


  Table 2

  Key assumptions

  REVIEW                                MAY 2023     MAY 2024

  S&P Global Ratings vacancy (%)              15.0         15.0

  S&P Global Ratings expenses (%)             30.0         35.0

  S&P Global Ratings net cash flow (mil. GBP)  4.7          4.0

  S&P Global Ratings value (mil. GBP)         48.3         41.2

  S&P Global Ratings cap rate (%)             9.25         9.25

  Haircut-to-market value (%)                 29.9         40.2

  S&P Global Ratings loan-to-value ratio
  (before recovery rate   adjustments; %)    130.9        152.9


Other analytical considerations

S&P said, "We also analyzed the transaction's payment structure and
cash flow mechanics. We assessed whether the cash flow from the
securitized assets would be sufficient, at the applicable ratings,
to make timely payments of interest and ultimate repayment of
principal by the floating-rate notes' legal maturity date, after
considering available credit enhancement and allowing for
transaction expenses and external liquidity support."

As of the April 2024 IPD, the liquidity facility balance is GBP3.4
million. There have been no drawings to date on the liquidity
facility.

S&P's analysis also includes a full review of the legal and
regulatory risks, operational and administrative risks, and
counterparty risks. Our assessment of these risks remains unchanged
since closing and is commensurate with the ratings.

Rating actions

S&P's ratings in this transaction address the timely payment of
interest, payable quarterly, and the payment of principal no later
than the legal final maturity date in July 2028.

In S&P's view, the transaction's credit quality has declined due to
the decline in rental income and the continued pressure on
households' income, which in turn affects retailers, as well as the
continuing high non-recoverable costs. The environment remains
challenging for retail tenants, and we have factored this into its
analysis.

The S&P Global Ratings LTV ratio has increased to 152.9% (from
130.9%) due to our revised S&P Global Ratings value for the Maroon
loan. S&P therefore lowered its ratings on all classes of notes.

S&P said, "The class A notes did not pass our 'BBB-' stress in our
cash flow analysis, but did in our credit analysis. We have lowered
our rating on the class A notes to 'BBB- (sf)' in line with the
credit model as the shortfall in the cash flow analysis did not
indicate a failure to pay timely payment of interest but rather a
shortfall in the principal from any potential future drawings on
the liquidity facility. However, the shortfall was relatively
small--less than 1% of the outstanding class balance--and the
issuer does not currently draw on the liquidity facility.

"In our analysis, the class B, C, D, and E notes did not pass our
'B' level stresses, because the S&P Global Ratings LTV ratios on
these classes of notes are 101.3%, 119.4%, 145.5%, and 152.9%,
respectively. As the class B notes' LTV ratio is below 100% when
compared with the market value and is just above 100% when using
the S&P Global Ratings value, we lowered our rating on the class B
notes to 'B- (sf)'.

"With regards to the class C, D, and E notes, we applied our 'CCC'
criteria to assess if either a rating in the 'B-' or 'CCC' category
would be appropriate. For structured finance issues, expected
collateral performance and the level of credit enhancement are the
primary factors in our assessment of the degree of financial stress
and likelihood of default. We therefore lowered to 'CCC+ (sf)',
'CCC (sf)', and 'CCC- (sf)' our ratings on the class C, D, and E
notes, respectively."


EVERTON FC: May Go Into Administration if 777 Demands Repayment
---------------------------------------------------------------
Football Insider, citing some sources, reports that Everton will
fear going into administration if 777 Partners demand repayment of
their GBP200 million of loans to the club.

Speaking on the latest edition of Football Insider's Inside Track
podcast, senior correspondent Pete O'Rourke explained that the US
group could request their loan payments to be repaid if their
takeover bid is rejected.

777 Partners were given a deadline of May 31 to meet conditions
laid out by the Premier League, Football Insider discloses.

Their GBP500 million takeover bid has been repeatedly delayed after
they failed to provide sufficient proof of funding, Football
Insider relates.

Everton chairman Farhad Moshiri is free to explore alternative
takeover options if 777 fail to meet the deadline, but they could
request their loan payments to be repaid, Football Insider notes.

777 have supplied over GBP200 million to the Merseyside club during
their takeover process to help cover operating costs and stadium
construction fees, Football Insider states.


HOPS HILL 4: Fitch Assigns 'BB+sf' Final Rating on Class E Notes
----------------------------------------------------------------
Fitch Ratings has assigned Hops Hill No. 4 plc's notes final
ratings.

   Entity/Debt                 Rating             Prior
   -----------                 ------             -----
Hops Hill No.4 plc

   Class A XS2802115167   LT  AAAsf   New Rating   AAA(EXP)sf
   Class B XS2802116561   LT  AAsf    New Rating   AA-(EXP)sf
   Class C XS2802116645   LT  Asf     New Rating   A-(EXP)sf
   Class D XS2802116991   LT  BBB+sf  New Rating   BBB+(EXP)sf
   Class E XS2802117023   LT  BB+sf   New Rating   BB+(EXP)sf

TRANSACTION SUMMARY

Hops Hill is a securitisation of buy-to-let (BTL) mortgages
originated in England and Wales by Keystone Property Finance
Limited. The transaction contains collateral previously securitised
in Hops Hill No.1 plc as well as more recent origination.

KEY RATING DRIVERS

Limited Performance Data: The loans within the pool have
characteristics in line with standard UK BTL mortgages. Keystone
only started originating BTL mortgages in substantial volumes in
2018. The limited history of origination and subsequent performance
data is sufficiently mitigated through the available proxy data and
adjustments made to the foreclosure frequency (FF) in Fitch's
analysis.

Newly-Originated Asset Pool: Over 83% of loans in the mortgage pool
were originated after 2020. The pool has a weighted average (WA)
original loan-to-value (LTV) of 71.8% and a WA current LTV of
71.2%, leading to a WA sustainable LTV of 79.3%. The pool also has
a Fitch-calculated WA interest coverage ratio of 87.1%.

Pre-Funding Mechanism: The transaction contains a pre-funding
mechanism, through which further loans may be sold to the issuer
with proceeds from over-issuance of notes at closing standing to
the credit of the pre-funding reserves. Fitch has been provided
with the details of the closing pool, alongside an additional pool
containing further loans potentially identified for sale and
eligibility criteria for additional loans purchase. Fitch has rated
the transaction by reference to the asset levels using the closing
pool and eligibility criteria.

Unhedged Basis Risk: The pool includes 5.5% of loans linked to the
Bank of England base rate (BBR). The remainder comprises fixed-rate
loans reverting to BBR plus a margin. The fixed-to-floating
interest rate risk is hedged. Fitch has stressed the transaction
cash flows for basis risk between BBR and SONIA, in line with its
UK RMBS Rating Criteria.

Fixed Hedging Schedule: At closing, the issuer entered a swap
agreement to mitigate the interest rate risk arising from the
fixed-rate mortgage loans before their reversion date. The swap is
based on a defined schedule, rather than the balance of fixed-rate
loans in the pool. If the loans prepay or default, the issuer will
be over-hedged. The excess hedging is beneficial to the issuer in a
rising interest-rate scenario and detrimental in decreasing
interest rate scenarios.

Final Ratings Above Expected Ratings: The margins on the class A
and D notes are lower than those provided to Fitch for the
assignment of expected ratings. These lower margins had a positive
effect on the model-implied ratings (MIRs) for the class B and C
notes, which resulted in Fitch assigning these notes final ratings
one notch above the expected ratings.

Deviation from MIR: The additional swap profile covering the
prefunded loans as well as the prefunding pool composition may vary
subject to eligibility criteria. Fitch accounted for this in its
analysis by assigning final ratings one notch below the MIRs for
the class B and C notes. The rating of the class E note was
constrained at 'BB+sf', two notches below the MIR, due to heavy
reliance on excess spread, in line with Fitch's Global Structured
Finance Rating Criteria.

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 economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce credit enhancement available to the
notes.

Additionally, unanticipated declines in recoveries could also
result in lower net proceeds, which may make certain notes
susceptible to potential negative rating action depending on the
extent of the decline in recoveries. Fitch conducts sensitivity
analyses by stressing both a transaction's base-case FF and
recovery rate (RR) assumptions, and examining the rating
implications for all classes of notes. Fitch found that a 15%
increase in the WAFF, along with a 15% decrease in the WARR, would
lead to downgrades of up to one notch for the class A and D notes
and two notches for the class B and C notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and
potentially upgrades. Fitch found that a decrease in the WAFF of
15% and an increase in the WARR of 15% would lead to upgrades of up
to two notches for the class B, C and D notes and up to three
notches for the class E notes, prior to consideration of any rating
caps.

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.

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.


INVERNESS CALEDONIAN: Fans Prefer Administration Over Kelty Move
----------------------------------------------------------------
Andrew Henderson at The Inverness Courier reports that Inverness
Caledonian Thistle fans who attended the Supporters' Trust meeting
overwhelmingly said they would prefer administration over seeing
the club move to Kelty.

More than 200 people crammed into the Caley Thistle Social Club to
air their views on what has been a turbulent few weeks for the club
-- suffering relegation to League One leading to speculation over
the future of the board of directors, chief executive and of Caley
Thistle as a whole, and then announcing that first team training
would be relocating 135 miles away to Fife, The Inverness Courier
relates.

There was plenty of passion as Caley Jags supporters voiced their
frustration at the move, and overall situation ICT found themselves
in.

When asked for a show of hands, not a single person in the room
said they supported the decision to move training to Kelty,
according to The Inverness Courier.

The vast majority of the people in attendance also said that they
planned to boycott season ticket purchases, although that was not
something that the Supporters' Trust could endorse, The Inverness
Courier notes.

As a result, the Supporters' Trust have once again appealed to the
Caley Thistle board to reverse their decision, The Inverness
Courier relays.

"In the original statement from the chairman, there was no apology
for the club's relegation, no update on the manager's position and
no reply to the demands raised by the Supporters' Trust," The
Inverness Courier quotes spokesman George Moodie as saying at the
meeting.

"However, the chairman did call for unity. To me, that means the
club and the fans working together for mutually desired outcomes.

"The club then announced plans for a restructure that did not
involved liaising with the club's supporters.

"When the club announced the first part of that plan to
restructure, in what was an exceptionally poorly worded statement,
the club were 'delighted' to announce that they would be moving the
club's training base 135 miles away to Kelty.

"The deal appears to have been signed and sealed before we knew
what league we were going to be playing in.

"It is a deal that gives ICT income to a rival club to staff their
squad to compete against ICT.  It is a deal that effectively moves
the footballing side of our club away from Inverness, ripping the
heart and soul away from our club.

"The chairman asked in the Inverness Courier 'is it really that
bad'? Yes Mr. Chairman, it is that bad."


JME DEVELOPMENTS: Little Stanion Residents Express Concern
----------------------------------------------------------
Ollie Conopo at BBC News reports that residents of a housing estate
say they feel scared and frustrated after a developer went into
administration before its completion.

JME Developments, who were overseeing work on the Little Stanion
estate in Corby, Northamptonshire, called in administrators in
early May, BBC recounts.

It has been under construction for more than a decade but some
houses and the village hall have not yet been built, BBC notes.

Jason Smithers, leader of North Northamptonshire Council, said the
authority was "gathering information to fully understand the
issues", BBC relates.

A pub, a multi-use games area and a community hall were all
promised four years ago but had yet to be delivered, resident Ray
Kilham added, BBC discloses.

According to BBC, he said fellow residents had also suffered "trips
and falls" due to the "poor state of repairs" on the roads.

Conservative Mr. Smithers said the council would "continue to
monitor the situation" in Little Stanion, BBC relays.

He added the developers going into administration was
"disappointing news for all concerned".

JME Developments said in October that they were hoping to finish
the site in 2028, nearly eight years after the original expected
completion date, BBC recounts.

The company was hoping that North Northamptonshire Council would
waive sums it had agreed to pay back to the community for each home
sold, BBC states.

The appointed administrator of JME Developments, Rachel Fowler
Advisory, has been contacted for comment.

According to BBC, Ms. Fowler previously said she was working with
JME to "develop a plan for the way forward".

"We are mindful of the residents already there and want to minimise
the impact on them," she said.


OEM GROUP: Enters Administration Following Cash Flow Pressures
--------------------------------------------------------------
Ryan Duff at Energy Voice reports that Aberdeen-based oilfield
services firm OEM Group Scotland has let go of many of its
employees as it goes into administration.

According to Energy Voice, the Portlethen business, which
previously employed 12 people, is no longer actively trading after
cash flow pressures.

Five jobs are being retained for an orderly closure of the engine
services division of the business and to allow a sale of the
rentals business, Energy Voice discloses.

The rentals arm remains operational for the off-hire of equipment
while the administrators seek buyers for its specialist rental
fleet of offshore drilling tools, Energy Voice notes.

A person familiar with the matter explained that six offshore
engineers, one workshop technician and one office staff were let go
on May 21, Energy Voice states, Energy Voice states.

Richard Bathgate and Donald McNaught, restructuring partners at
Johnston Carmichael, have been appointed Joint Administrators of
the oilfield services business, Energy Voice relates.

"Following significant cash flow problems which the business could
not overcome, OEM Group has unfortunately been placed into
administration and we are now seeking a sale of the rental fleet
and to realise assets for the benefit of creditors," Energy Voice
quotes Richard Bathgate, joint administrator, as saying.

"We invite any parties interested to get in touch as quickly as
possible."

It is understood that the joint administrators have got in touch
with an agent to assist current and former employees in making
claims to the UK's Redundancy Payments Service, relays.

The role of this agent is to ensure that workers receive what they
are owed as the administration process goes on.


PHARMANOVIA BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Pharmanovia Bidco Limited's (formerly
Atnahs) Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook. Fitch has assigned its new EUR980 million term loan
facilities an expected rating of 'BB-(EXP)' with a Recovery Rating
of 'RR3'.

The rating actions follow Pharmanovia's recently launched term loan
B (TLB) amend-and-extend (A&E) transaction. Proceeds from the new
TLB will be used to repay its existing term loans and the drawdown
of its revolving credit facility (RCF) in full together with
related-transaction fees. The transaction is largely neutral to
leverage. Fitch expects to assign a final rating to the new debt
instrument on completion of the A&E transaction.

Fitch projects limited rating headroom under current sensitivities.
However, the Stable Outlook reflects Fitch's expectation that
Pharmanovia will regain its strong profitability after temporary
softness, with mild but steady revenue growth and high cash
generation. Fitch also expects it to maintain its disciplined
approach to M&A, aimed at strengthening defined strategic
therapeutic areas. All this should lead to gradually declining
leverage under its rating case.

KEY RATING DRIVERS

Exhausted Leverage Headroom: Pro-forma for the proposed A&E, EBITDA
leverage would have been 5.6x at FYE24 (year end March 2024). Fitch
forecasts EBITDA leverage to remain around 5.5x in FY25 before it
improves toward 5.0x in FY28 on gradual performance recovery and IP
drug acquisitions. The TLB upsize as part of the A&E would create
additional financial flexibility for continuing M&A activities, in
its view.

As there is no leverage headroom under its rating case, extensively
debt- funded acquisitions, particularly leading to a more volatile
revenue profile and increased business risk, would put pressure on
ratings. Exercising the same discipline previously shown when
targeting product acquisitions and maintaining defensive product
portfolio characteristics will be key to maintaining the company's
credit profile.

Strategy Adjustment; Manageable Execution Risks: Pharmanovia's
decision to bring in-house some functions, such as marketing and
distribution, will in its view enable management to have greater
control over sales, in an effort to achieve organic growth, albeit
mild. Further, selected expansion in China has widened the
company's franchise. Nevertheless, the strategy has some execution
risks related to the evolving regulatory environment in China,
which accounts for about 25% of Pharmanovia's sales. Inability to
achieve profitable organic growth may lead to a negative rating
action.

Temporarily Soft Profitability: Fitch anticipates that the company
will be able to weather profitability challenges related to lower
pricing for Rocaltrol in China and the integration of lower-margin
Elipse in the short term. Fitch forecasts Fitch-defined EBITDA
margin of above 40% in FY25, up from around 38.5% in FY24. Fitch
expects lower prices and volumes of Rocaltrol sales in Chinese
hospitals to be mitigated by volume growth in retail channels and
lower distribution costs. Fitch also projects that effective
life-cycle management should improve profits generated from Elipse
once it has been integrated into Pharmanovia's portfolio.

Strong Free Cash Flow: The IDR remains anchored on Pharmanovia's
strong free cash flow (FCF), which Fitch forecasts to be sustained
at around 10% of revenue. This is lower than historical levels due
to milestone contingent payments to the Patel family and Roche for
acquiring the commercial rights of Rocatrol in China.

Nevertheless, Fittc view Pharmanovia's strong internal liquidity as
a critical attribute of its credit profile, as it allows the
company to sustain earnings of its moderately declining portfolio,
self-fund much of its growth and maintain adequate financial
flexibility. Fitch expects FCF to be reinvested in product
additions and portfolio expansion, rather than towards debt
prepayment or distribution to shareholders.

Focus on Balanced Growth: Fitch expects Pharmanovia to increase its
focus towards organic growth on its defined therapeutic areas,
driven by its efforts in product redevelopment and new market
launches, as underscored in its in-licensing agreement to market
and further develop Sunosi, a treatment for excessive daytime
sleepiness. This strategy complements the M&A-driven growth and
diversification strategy and has gained momentum since the
pandemic. However, the company has yet to demonstrate its ability
to expand organically on a sustained basis. Fitch thus projects a
moderate decline of its established off-patent drug portfolio,
subject to active life-cycle management.

Constrained by Scale: Compared with Fitch-rated sector peers,
Pharmanovia's rating is constrained by its small size, despite
recent product additions. Similarly, Fitch views the company's
narrow product portfolio as a rating constraint, although Fitch
expects this to improve as it continues to grow through
medium-to-large acquisitions.

DERIVATION SUMMARY

Fitch rates Pharmanovia based on, and conducts peer analysis using,
its global navigator framework for pharmaceutical companies. Fitch
considers Pharmanovia's 'B+' rating against other asset-light
scalable niche pharmaceutical companies such as CHEPLAPHARM
Arzneimittel GmbH (B+/Stable), ADVANZ PHARMA HoldCo Limited
(B/Stable) and Neopharmed Gentili S.p.A. (Neopharmed; B/Stable).

Pharmanovia's lack of business scale and a concentrated brand
portfolio, albeit benefiting from growing product and wide
geographic diversification within each brand, constrains its IDR to
the 'B' rating category. Pharmanovia and Cheplapharm, which both
operate asset-light business models, have historically had almost
equally high and stable operating and cash flow margins. However,
Cheplapharm has greater rating headroom derived from its robust
operating performance, combined with stronger liquidity and
moderate financial risk.

The difference with lower-rated ADVANZ PHARMA is mainly due to
ADVANZ's higher execution risks related to its refocused strategy
to actively develop and market targeted specialist generic drugs in
combination with remaining litigation risks, while Neopharmed's
lower rating is due to its slightly smaller operations in
combination with higher leverage.

KEY ASSUMPTIONS

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

- Sales growth of 4.5% in FY24 and 2%-3% growth a year through to
FY27

- EBITDA margin stable at around 40% through to FY27

- Negative trade working capital in FY24 and broadly neutral
dynamics over FY25-FY27

- M&A of product IP and commercial infrastructure assets at GBP50
million-GBP75 million a year during FY25-FY27 (funded with
internally generated FCF), with targets acquired at an enterprise
value (EV)/sales of 4x, as assumed by Fitch

- Maintenance capex at around 1% of sales. Moreover, Fitch treats
acquisitions equivalent to 8%-10% of sales as capex, as it views
such investments as necessary to offset the organic portfolio
decline

- No debt-funded dividend payments

RECOVERY ANALYSIS

Pharmanovia's recovery analysis is based on a going-concern (GC)
approach, reflecting the company's asset-light business model
supporting higher realisable values in financial distress compared
with balance-sheet liquidation. Financial distress could arise
primarily from material revenue contraction following volume losses
and price pressure given Pharmanovia's exposure to generic
pharmaceutical competition, possibly also in combination with an
inability to manage the cost base of a rapidly growing business.

Fitch maintains its post-restructuring GC EBITDA estimate of GBP120
million (EUR137 million) and apply a 5.5x distressed EV/EBITDA
multiple, reflecting the underlying value of the company's growing
portfolio of IP rights before considering value added through
portfolio and brand management. This multiple is also in line with
the distressed multiples for other Fitch-rated asset-light pharma
peers.

Under the new capital structure, its principal waterfall analysis
generated a Recovery Rating of 'RR3' for the all senior secured
capital structure after deducting 10% for administrative claims,
comprising the proposed senior secured TLB of EUR980 million and an
RCF of about EUR220 million, assumed to be fully drawn before
distress, with both facilities ranking equally among themselves.
This indicates a 'BB-(EXP)'/'RR3' instrument rating for the senior
secured debt with an output percentage based on current metrics and
assumptions at 56%.

RATING SENSITIVITIES

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

- Fitch does not envisage an upgrade to the 'BB' rating category in
the medium term until Pharmanovia reaches a maturing business risk
profile, characterised by sustainable revenue, a more diversified
product portfolio, as well as resilient operating and strong FCF
margins that allow the company to finance development M&A and
reduce execution risks

- Conservative leverage policy leading to EBITDA leverage at or
below 4.0x on a sustained basis

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

- Inability to execute profitable organic growth strategy, with
EBITDA margin at around 40% on a sustained basis

- Positive but continuously declining FCF

- More aggressive financial policy leading to EBITDA leverage above
5.5x on a sustained basis

- EBITDA interest coverage below 3x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch estimates cash on balance sheet at
around GBP30 million (excluding GBP5 million Fitch deems as not
readily available) at end-March 2024.

Pro-forma for the A&E transaction, the company will have full
access to its EUR220 million RCF. It also benefits from
consistently positive FCF generation and no maturities until 2030,
leading to comfortable liquidity.

ISSUER PROFILE

Pharmanovia is a UK-based specialty pharma focused on acquiring and
managing branded off-patent drugs. Main therapeutic areas are
cardiovascular, endocrinology, neurology and oncology.

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
   -----------        ------                   --------   -----
Pharmanovia
Bidco Limited   LT IDR B+      Affirmed                   B+

   senior
   secured      LT     BB-(EXP)Expected Rating   RR3


RIPON MORTGAGES: S&P Affirms 'B-(sf)' Rating on Cl. X-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Ripon Mortgages
PLC's class C-Dfrd notes to 'A (sf)' from 'A+ (sf)', class D-Dfrd
notes to 'BBB (sf)' from 'BBB+ (sf)', class E-Dfrd notes to 'BBB-
(sf)' from 'BBB (sf)', class F-Dfrd notes to 'BB- (sf)' from 'BBB-
(sf)', and G-Dfrd notes to 'B- (sf)' from 'BB+ (sf)'. At the same
time, S&P affirmed its 'AAA (sf)' rating on the class A notes, 'AA
(sf)' rating on the class B-Dfrd notes, and 'B- (sf)' rating on the
class X-Dfrd notes.

The rating actions reflect increased arrears in the transaction,
given its exposure to the cost of living crisis over 2023.

Since closing, S&P's weighted-average foreclosure frequency (WAFF)
assumptions have increased at all rating levels. Arrears have
accelerated since its last review, further increasing WAFF at all
rating levels.

House price appreciation since closing, lower jumbo loans
concentration in the pool, and the lower market value decline
adjustment applied have also reduced our weighted-average loss
severity assumptions.

  Credit analysis results

  RATING LEVEL   WAFF (%)   WALS (%)   CREDIT COVERAGE (%)

  AAA            21.16      32.49       6.88

  AA             16.72      23.90       4.00

  A              14.39      12.01       1.73

  BBB            12.03       6.65       0.80

  BB              9.66       3.94       0.38

  B               9.06       2.37       0.21

Loan-level arrears in the transaction have increased since closing,
reflecting current macroeconomic conditions. Loan-level arrears
currently stand at 6.3%, up from 1.2% at closing. Total arrears are
above S&P's U.K. nonconforming pre-2014 index, while prepayments
are below it. Cumulative losses currently stand at GBP6,798,585.

S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class A and B-Dfrd notes
continues to be commensurate with the assigned ratings. We
therefore affirmed our ratings on these notes.

"The downgrades reflect the increased required credit coverage at
all rating levels since closing. At the same time, prepayments have
significantly increased credit enhancement for the asset-backed
notes. As a result, our cash flow analysis indicates that the class
C-Dfrd to G-Dfrd notes can only withstand stresses at lower ratings
than those previously assigned. We therefore lowered our ratings on
the notes.

"The class G-Dfrd notes fail our standard cash flow stresses. Under
a steady state scenario based on observed prepayments with actual
fees and no setoff stress, the notes pass our 'B' cash flow
stresses. We therefore lowered our rating on these notes to 'B-
(sf)', given that they do not rely on favorable economic and
financial conditions to service their debt obligations and remain
current."

The available credit enhancement for the class X-Dfrd notes
continues to be commensurate with the assigned rating.
Additionally, they continue to pay interest and have repaid 67% of
principal as at the latest payment date. Under a steady state
scenario based on observed prepayments with actual fees and no
setoff stress, the notes do not pass our 'B' cash flow stresses.
S&P therefore affirmed its 'B- (sf)' rating, given that they do not
rely on favorable economic and financial conditions to service
their debt obligations and remain current.

Some indemnity payments rank senior in the revenue priority of
payments and may be claimed by the joint lead managers under the
subscription agreement. They are capped at GBP1 million with any
excess being paid junior to the rated notes. S&P said, "We modelled
these indemnity payments in our cash flow analysis. After the
step-up date, the rated notes' weighted-average cost will increase,
reducing the excess spread available, which we also considered in
our cash flow analysis."

Macroeconomic forecasts and forward-looking analysis

The current U.K. macroeconomic outlook remains uncertain and has
recently been subject to significant changes within short
timeframes. In addition to increased energy costs and the overall
cost of living, rate rise expectations remain fluid against a
backdrop of a stagnating macroeconomic environment. The ratings
assigned reflect this market uncertainty and our overall analysis
considers the implications of a further deterioration in credit
conditions.

S&P considers the borrowers in the transaction to be nonconforming
and, as such, will generally be prone to inflationary pressures.

100% of the borrowers pay a floating rate of interest. As a result,
in the short to medium term, they are not protected from rate
rises, and will also be affected by cost of living pressures.

S&P said, "In our view, the ability of the borrowers to repay their
mortgage loans will be highly correlated to macroeconomic
conditions. Our current forecast for U.K. bank interest rates is
4.5% by end of 2024 and our unemployment forecasts for 2024 and
2025 are 4.6% and 4.3%, respectively. We therefore expect a
short-term increase in arrears, leading to higher unpaid interest
amounts for the class E-Dfrd and F-Dfrd notes.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities related to higher levels of defaults due
to increased arrears and house price declines." The assigned
ratings reflect the results of these sensitivities.

The pool comprises first-lien U.K. buy-to-let residential mortgage
loans that Bradford & Bingley PLC and Mortgage Express PLC
originated. The loans are secured on properties in England and
Wales, and were originated between 1996 and 2009.


STRATTON MORTGAGE 2024-3: Fitch Assigns B(EXP)sf Rating on F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Stratton Mortgage Funding 2024-3 PLC's
notes expected ratings.

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

   Entity/Debt           Rating           
   -----------           ------           
Stratton Mortgage
Funding 2024-3 PLC

   A                 LT AAA(EXP)sf  Expected Rating
   B                 LT AA-(EXP)sf  Expected Rating
   C                 LT A-(EXP)sf   Expected Rating
   D                 LT BBB-(EXP)sf Expected Rating
   E                 LT BB-(EXP)sf  Expected Rating
   F                 LT B(EXP)sf    Expected Rating
   X1                LT NR(EXP)sf   Expected Rating
   X2                LT NR(EXP)sf   Expected Rating
   Z                 LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Stratton Mortgage Funding 2024-3 PLC is a securitisation of
non-conforming owner-occupied (OO) and buy-to-let (BTL) mortgages
backed by properties located in the UK. The residential mortgages
were originated by GMAC-RFC Limited, GMAC, Amber Homeloans Limited,
Edeus Mortgage Creators Limited, Kensington Mortgage Company
Limited and Mortgages 1-2-4-5-6-7 Limited.

These assets were previously securitised in the Stratton Mortgage
Funding 2020-1 plc and Stratton Mortgage Funding 2021-3 plc
transactions. The pool also includes 15 commercial loans originated
by NRAM Limited, which were not previously securitised.

KEY RATING DRIVERS

Seasoned Loans: About 98.4% of loans in the pool were originated
between 2003 and 2008. The pool has benefited from considerable
house price indexation, with a weighted average (WA) indexed
current loan-to-value of 49.5%, leading to a WA sustainable LTV of
62.0%. The OO loans, which make up 84.2% of the pool, contain a
high proportion of interest-only loans (86.7%).

High Arrears and Non-Performing Loans: Total arrears were 34.1% at
the end-April 2024 pool cut-off date. Also, Fitch views 7.7% of
loans in the pool as non-performing as the borrowers have not made
any payments in the last three months. Fitch applied its UK RMBS
Rating Criteria in its analysis and applied additional recovery
haircuts and yield compression. The agency assumed no interest
payments were made by borrowers for 5% of the pool, which reduces
the available revenue funds in the transaction.

Ratings Lower than MIRs: Fitch conducted a forward-looking analysis
by running scenarios and assuming higher defaults and lower
recovery rates. This was to account for the arrears trend compared
with the Fitch UK RMBS non-conforming index and weaker recovery
proceeds than envisaged by the agency's criteria assumptions. The
assigned rating for the class B notes is one notch lower than the
model-implied rating (MIR) and in line with Fitch's UK RMBS Rating
Criteria report. The assigned ratings for the class C to F notes
are lower than their MIRs by up to four notches, a variation from
the criteria.

Weak Representations and Warranties Framework: The seller provides
the majority of representations and warranties Fitch expects in a
UK RMBS transaction, but many are qualified by awareness on the
part of the seller. Protection for R&W breaches is limited to the
seller's obligation to repurchase mortgage loans or make an
indemnity payment in lieu of such repurchases.

The seller is not a rated entity and may have limited resources
available to indemnify the issuer or to repurchase loans if there
is a breach of the R&Ws. Fitch views this framework as weak in
comparison to typical UK RMBS, but the seasoning of the assets, and
the absence of warranty breaches in the Stratton Mortgage Funding
2020-1 plc and Stratton Mortgage Funding 2021-3 plc transactions,
make the likelihood of the issuer suffering a material loss
sufficiently remote.

RATING SENSITIVITIES

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

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

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and,
potentially, upgrades. Fitch found a decrease in the WAFF of 15%
and an increase in the WARR of 15% would lead to upgrades of two
notches for the class B notes, four notches for the class C, D and
E notes, and five notches for the class F notes. The class A notes
are at the highest achievable rating on Fitch's scale and cannot be
upgraded.

CRITERIA VARIATION

The class C notes are rated two notches below their MIRs, the class
D and E notes three notches below their MIRs and the class F notes
four notches below their MIR. This constitutes a variation from
rating determination in the UK RMBS Rating Criteria, where Fitch
allows deviation of no more than one notch from the MIR.

The ratings for the class A, B and C notes were anchored on the
modelled output after a 10% recovery haircut at 'AAAsf' and the
'AAsf' category where Fitch deems the level of defaults
sufficiently stressful.

The ratings for the class D to F notes were anchored on the
modelled output after a 10% increase in defaults and a 10% recovery
haircut.

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

Stratton Mortgage Funding 2024-3 PLC has an ESG Relevance Score of
'4' for Customer Welfare - Fair Messaging, Privacy & Data Security
due to the high proportion of interest-only loans in legacy OO
mortgages, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.

Stratton Mortgage Funding 2024-3 PLC has an ESG Relevance Score of
'4' for Human Rights, Community Relations, Access & Affordability
due to a large proportion of the pool containing OO loans advanced
with limited affordability checks, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

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


TIC BIDCO: Moody's Assigns B3 CFR & Rates Senior Secured Loans B2
-----------------------------------------------------------------
Moody's Ratings has assigned a long-term corporate family rating of
B3 and a probability of default rating of B3-PD to TIC Bidco
Limited (Phenna or the company). Moody's has assigned B2 instrument
ratings to the senior secured facilities issued by TIC Bidco
Limited, comprising a GBP745 million GBP-equivalent senior secured
term loan B, due 2031, split into Euro and GBP tranches, an GBP80
million GBP multi-currency senior secured revolving credit
facility, due 2030 and a GBP100 million GBP-equivalent senior
secured delayed-draw term loan, due 2031, also split into Euro and
GBP tranches. The outlook is positive.

The rating action reflects:

-- The company's strong position in attractive segments of the
testing, inspection, certification and compliance (TICC) market
with strong growth rates, high margins and good resilience to the
economic cycle

-- The company's diversified offering across multiple segments,
although with a high proportion of activities focused on UK
infrastructure, the built environment and construction

-- High opening leverage of 7.7x on a Moody's-adjusted basis,
which Moody's expects to reduce towards 6.5x in the next 12-18
months

The new proposed facilities, alongside an equity injection from the
company's shareholders of GBP130 million, will be applied to
refinance existing debt, and to finance pending acquisitions of
GBP80 million, deferred consideration payable of GBP26 million and
transaction expenses.

RATINGS RATIONALE      

The  CFR reflects the company's: (1) solid position in the
attractive TICC sector, with strong growth rates driven by
increasing regulation and accreditation, energy transition and
sustainability; (2) low cost and critical nature of services
largely focused on existing assets and operating expenditure, with
low exposure to economic and construction cycles; (3) strong
organic trading performance and successful track record of
identifying and integrating acquisitions; (4) deleveraging profile
supported by growth, equity injections and financial policy
targets.

The ratings also reflect: (1) the company's high opening leverage
of 7.7x on a Moody's-adjusted basis including substantial deferred
consideration liabilities; (2) potential for degearing to be
delayed by debt-funded acquisitions, although larger transactions
are expected to be partially equity funded; (3) limited history as
an operating entity, rapid expansion and a relatively decentralised
model with ongoing integration processes; (4) a degree of exposure
of new infrastructure and construction activities, and
concentration on the UK which represented around 70% of 2023 sales;
(5) competitive market with presence of larger global and regional
operators and local competition.

Phenna was formed in 2018 and has grown by acquiring over 50
companies whilst also achieving strong organic growth. It is a
focused TICC company which has targeted the most attractive market
subsegments characterised by high growth and strong margins.
Between 2021 and 2023 pro forma adjusted revenues and EBITDA grew
organically by 8.3% and 9.6% CAGR respectively, despite a slowdown
in UK construction and infrastructure, demonstrating the sector's
high resilience and the company's limited exposure to new build
activities. Growth is expected to continue at similar rates
reflecting increasing regulation and energy transition, partially
offset by lower price growth as inflation moderates.

Phenna's acquisitions have been funded largely by debt as well as
deferred consideration, which typically represents around 30% of
total transaction price. As a result a relatively high deferred
consideration obligation has been built up, of around GBP120
million at closing of the transaction, which Moody's includes in
its calculation of leverage. Total Moody's-adjusted leverage at
closing is high at around 7.7x, although this is expected to reduce
towards 6.5x in the next 12 -18 months through further equity
injections for larger acquisitions, organic growth and repayment of
deferred consideration.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Phenna has low environmental risk in the provision of its TICC
services and benefits from increasing demand for services related
to energy transition and sustainability amid stricter regulations
and consumer scrutiny.

The company's exposure to social risks reflects the critical
importance of maintaining its status as an independent and
accredited service provider to achieve operational success and
limit reputational risk. In addition, Phenna is exposed to the
industry-wide competition to hire and retain qualified and
accredited experts and specialists.

The company is majority owned by Oakley Capital V, a private equity
fund managed by Oakley Capital. The transaction is also supported
by significant equity co-investors including Partners Group,
Arcmont Asset Management and Healthcare of Ontario Pension Plan
(HOOPP). The financial strategy incorporates a tolerance for high
leverage and debt-funded acquisitions, although new equity of
GBP130 million is being injected as part of the transaction, and
the company has a stated leverage target of 4.5-5.0x, on a net
company adjusted basis excluding deferred consideration, equating
to around 6-6.5x on a Moody's-adjusted basis. The company's board
comprises private equity representatives and management and there
are no independent board directors or industrial advisors.

LIQUIDITY

Phenna has adequate liquidity. As at March 2024 it held cash of
GBP47 million, pro forma for the transaction, and will also have
access to an undrawn senior secured revolving credit facility of
GBP80 million, alongside a GBP100 million senior secured
delayed-draw term loan which is available for drawdown over the
next 12 months. The company is expected to generate free cash
flows, before acquisitions and deferred consideration of around
GBP20 – 40 million per annum. Around GBP80 million of deferred
consideration payments are due by 2026 and liquidity is also
expected to be utilised for future M&A.

STRUCTURAL CONSIDERATIONS

The senior secured term loan B, senior secured delayed-draw term
loan and senior secured RCF are rated B2, one notch above the
corporate family rating. This reflects the ranking of the senior
secured facilities ahead of the deferred consideration
obligations.

COVENANTS

Moody's has reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) generated in security
jurisdictions, and include all companies representing 5% or more of
consolidated EBITDA. Only companies incorporated in England, USA,
Ireland, Australia and borrower jurisdictions are required to
provide guarantees and security. Security will be granted over
shares in material companies in security jurisdictions and security
jurisdictions, with floating charges being granted in England and
Wales and all assets security being granted in USA.

Unlimited pari passu debt is permitted up to the opening senior
secured net leverage ratio (SSNLR), and unlimited unsecured debt is
permitted up to a total net leverage ratio (TNLR) 1.0x above
opening leverage or a 2x fixed charge coverage ratio. Any
restricted payment is permitted if total secured net leverage ratio
(TSNLR) is below a level 0.75x below opening leverage, any
repayments of subordinated debt are permitted if TSNLR is below a
level 0.25x below opening leverage.  Any restricted investment if
TSNLR is below opening leverage. Asset sale proceeds are not
required to be prepaid.

Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies, capped at 25% of consolidated EBITDA
(with the denominator including all pro forma synergies, uncapped)
and believed to be realisable within 24 months of the relevant
event.

The proposed terms, and the final terms may be materially
different.

OUTLOOK

The positive outlook reflects Moody's expectation that the company
will maintain mid-single digit percentage organic revenue growth,
stable or growing margins, and generate solid free cash flow before
M&A and deferred consideration. It also assumes that the company
will adhere to its deleveraging strategy including through new
equity funding for larger acquisitions, leading to Moody's-adjusted
leverage reducing towards 6.5x in the next 12-18 months. The
outlook also assumes that the company will maintain at least
adequate liquidity.

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

The ratings could be upgraded if organic growth rates continue at
least in the mid-single digit percentage rates, with growing
margins, and that acquisitions perform to expectations and are
successfully integrated. Quantitatively an upgrade would require:

-- Moody'-adjusted leverage to reduce towards 6.0x on a
sustainable basis; and

-- Moody's-adjusted free cash flow / debt to increase towards 5%
on a sustainable basis; and

-- Moody's-adjusted EBITA / interest to exceed 2.0x on a
sustainable basis

An upgrade would also require the company's financial policies to
be aligned with the above financial metrics and for liquidity to
remain at least adequate.

The ratings could be downgraded if organic growth rates reduce
towards zero or margins decline, or if the performance or
integration of acquisitions is below expectations. Quantitatively a
downgrade could occur if:

-- Moody'-adjusted leverage fails to reduce below current levels;
or

-- Moody's-adjusted free cash flow / debt turns negative; or

-- Moody's-adjusted EBITA / interest falls below 1.25x

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

Headquartered in Nottingham, UK, Phenna Group is a TICC company
serving a wide range of markets across infrastructure and
construction, the built environment, food, pharmaceutical,
aerospace and other sectors. Its key activities include on-site and
laboratory testing (41%), inspection (26%), certification (13%) and
compliance accreditation (19%). The company employs close to 5,300
people, and operates more than 100 laboratories globally, with the
UK its main market, accounting for around 70% of revenue in 2023.
In 2023 the company generated revenues of GBP508 million pro forma
for acquisitions.


TIC BIDCO: S&P Assigned Preliminary 'B-' ICR, Outlook Positive
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issuer
credit rating to TIC Bidco Ltd. (Phenna) and its 'B-' issue-level
and '3' recovery ratings to the company's the proposed GBP745
million equivalent term loan B.

The positive outlook reflects S&P's expectation that the regulatory
requirement, mission-critical nature of TICC services, and
tailwinds from ESG-linked initiatives provide solid demand across
its noncyclical end markets and drive Phenna's organic growth.

Coupled with full-year effects and some synergy realization from
historical acquisitions, S&P expects Phenna could improve its
adjusted EBITDA margin toward 22%-23%, supporting gradual
deleveraging toward an S&P Global Ratings-adjusted level of 7.5x
and modestly positive S&P Global Ratings-adjusted FOCF generation
in 2025.

Phenna is planning to refinance its existing private debt, along
with new equity injected by major shareholder Oakley Capital.
Phenna seeks to refinance its existing debt of GBP745 million with
a new GBP745 million term loan B (TLB), split into pound sterling
and euro tranches. This accompanies the issuance of a new senior
secured revolving credit facility (RCF) of GBP80 million and a
fungible delayed draw facility of GBP100 million, both of which
remain undrawn at the close of transaction. To demonstrate
continued commitment to the business, financial sponsor-owner
Oakley Capital has injected GBP130 million of new equity to support
the ongoing growth of the company.

S&P said, "We note GBP789 million of preference shares are also
present in the capital structure and sits at an entity above TIC
BidCo Ltd. We treat this as equity and exclude it from our leverage
and coverage calculations because we see an alignment of interest
between noncommon and common equity holders.

"Our business risk profile has support from Phenna's high share of
recurring revenue and its leading market positions in an industry
characterized by high entry barriers and secular tailwinds. Phenna
currently has a comprehensive portfolio of more than 100
accreditations, which usually require a long lead time and effort
to obtain. Alongside access to a skilled and specialist workforce
and a global network of laboratories and facilities, these create
an effective barrier for new entrants.

The company has market-leading positions in niche areas across
multiple noncyclical end markets. Within the infrastructure and
build environment, Phenna holds the No. 1 position in the U.K. and
Ireland, in advanced soil testing in the U.K., and in fire testing
in U.A.E. Within certification and compliance, Phenna enjoys the
No. 1 position in energy performance, cyber essentials, and
electrical certification. Within food and pharma, Phenna has the
top two positions in veterinary meat inspection and drug and
alcohol testing in the U.K. Coupled with secular growth trends
driven by regulatory requirement and ESG-linked initiatives, we
expect these will generate a high share of recurring revenue for
Phenna and result in good revenue predictability over the economic
cycle, which benefits credit quality.

Phenna is fairly diversified in service offerings, end-market
focus, and customer mix. Phenna is a leading specialist provider of
testing (41% of revenue), inspection (26%), certification (13%),
and compliance (19%) services. This spans a number of noncyclical
end markets, including infrastructure (33%), built environment
(17%), food and pharma (20%), certification and compliance (18%),
and niche industrials (12%).

S&P said, "Compared to other rated TICC peers with niche service
offerings and single end-market focus, we consider Phenna more
diversified with a broader service offerings and end-market focus,
which can help improve business resilience to ride through peaks
and troughs in the economic cycle. In addition, we note Phenna has
a diversified customer base, with top 10 customers accounting for
about 15% of revenue and its top 30 customers representing about
21% of revenue. The modest customer concentration also reinforces
its business position, in our view.

"Phenna's limited scale and geographical concentration constrain
our business risk profile. As of 2023 year-end, the company has a
pro forma annual revenue of about GBP450 million. In our view, the
current revenue profile is smaller than other rated TICC service
providers. Phenna has a global operation in 12 countries across
five continents, but it has substantial exposure to the U.K. and
Ireland (78%). Although we understand the company is actively
pursuing overseas acquisitions to drive geographical
diversification, we believe it currently lacks scale, and high
geographical concentration in Europe makes it less advantageous
compared with larger, geographically diversified service providers
to which we assign a stronger business risk profile.

"The TICC market is fragmented and competitive, and industry
participants are inherently sensitive to some operational risk. We
acknowledge the fragmented nature of the TICC market, which
naturally results in a higher competition and lower pricing power
for industry participants. Phenna's market-leading positions in
niche areas across multiple noncyclical end markets partly offsets
this. The company has a global workforce of over 5,300 and its
staff costs account for about 47% of annual revenue. The large pool
of skilled employee base makes Phenna inherently vulnerable to
issues like labor scarcity and wage inflation. Coupled with the
operating costs of running laboratories and facilities, these limit
the flexibility of the company's cost base and could constrain the
company's margin in the event of demand shortfall and difficult
operating conditions.

"In our view, Phenna's good cost discipline and its ability to pass
through cost increases help partly mitigate some pressure on the
cost base. We note the TICC market can also expose service
providers to reputational and litigation risk if work is conducted
inconsistently with regulatory standards. However, we are currently
unaware of such issues and understand Phenna has a strong
reputation in the market.

"In our view, Phenna will continue to actively execute its buy and
build growth strategy in a fragmented industry. Since its inception
in 2018, Phenna has completed more than 50 acquisitions,
constructing a diversified portfolio of complementary brands across
multiple noncyclical end markets. Historical acquisitions provided
the company opportunities to strengthen leadership in niche areas
and accelerate the expansion of its global footprint. As part of
its inorganic growth strategy, we anticipate Phenna will actively
pursue value-adding opportunities outside of Europe and high-growth
end markets to drive geographical and end-market diversification,
building a more balanced international TICC platform at scale.

"We note an active M&A playbook inherently presents some cost
synergy realization opportunities in the form of lab and site
consolidation and headcount reduction. However, these usually take
time to translate into tangible financial benefits. Given the sheer
volume of historical and pipeline acquisitions, we expect the
exceptional costs associated with a bolt-on acquisition strategy
and the subsequent integration activities could continue to weigh
on the business's earning profile and delay its margin expansion.

"Phenna's financial risk profile reflects our expectation that the
company's adjusted leverage and funds from operations (FFO) to debt
will remain highly leveraged in the next 12-24 months. From 2024
on, we expect the regulatory requirement, the mission-critical
nature of TICC services, and tailwinds from ESG-linked initiatives
will provide solid demand across its noncyclical end markets and
drive Phenna's organic growth. In our base case, we include
acquisition spending of about GBP185 million in 2024 and GBP105
million in 2025, adding annualized revenue of about GBP135 million
and about GBP80 million, respectively. Coupled with full-year
effects and some synergy realization from historical acquisitions,
we expect Phenna could improve its adjusted EBITDA margin toward
22%-23%, supporting gradual deleveraging toward an S&P Global
Ratings-adjusted level of 7.5x and modestly positive S&P Global
Ratings-adjusted FOCF generation from 2025.

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

"The positive outlook reflects our expectation that the regulatory
requirement, mission-critical nature of TICC services and tailwinds
from ESG-linked initiatives will continue to provide solid demand
across its noncyclical end markets and drive Phenna's organic
growth. Coupled with full-year effects and some synergy realization
from historical acquisitions, we expect Phenna could improve its
adjusted EBITDA margin toward 22%-23%, supporting gradual
deleveraging toward an S&P Global Ratings-adjusted level of 7.5x
and modestly positive S&P Global Ratings-adjusted FOCF generation
from 2025."

S&P could revise the outlook to stable if:

-- Weaker trading performance or ongoing exceptional costs lead
S&P's to expect lower or negative ongoing FOCF;

-- The company takes on highly aggressive debt-funded acquisitions
or dividends that prevent deleveraging and constrain interest
coverage; or

-- Weak cash flow generation leads to tightened liquidity.

-- S&P could upgrade the group by one notch if it outperforms its
forecasts, resulting in leverage sustained below 7.5x, coupled with
consistently positive FOCF generation, and improved FFO cash
interest coverage toward 2.0x.

S&P said, "Governance factors are a moderately negative
consideration in our credit analysis of Phenna. Our assessment of
the company's financial risk profile as highly leveraged reflects
corporate decision-making that prioritizes the interests of the
controlling owners, in line with our view of most rated entities
owned by private-equity sponsors. Our assessment also reflects
generally finite holding periods and a focus on maximizing
shareholder returns."


TORQUAY UNITED: Bryn Consortium Completes Acquisition
-----------------------------------------------------
Torquay United Football Club on May 31 disclosed that the Bryn
Consortium has completed its purchase of Torquay United following
creditor approval of the CVA, which will see all tax debts,
football and trade creditors paid in full by the in-coming
ownership group within the next six months.

The deal sees the Bryn Consortium, comprising Michael Westcott,
Mark Bowes-Cavanagh, Tom Allen, Matt Corby, Rob Hawes, and Simon
Robinson, take on 93% of the shareholding of Torquay United AFC
Limited, with around 600 Torquay United fans owning the remaining
7% from historic share issues.

Bowes-Cavanagh and Westcott have been named as co-Chairs with the
rest of the consortium members taking up positions as directors of
the board.  Joining the board as non-exec directors are Neil
Warnock (football), Joe Lovell (interim CEO) and Sam Barnes
(compliance, legal).  Jon Gibbes has been appointed as Club
Secretary.

Clarke Osborne, George Edwards and Mel Hayman have resigned as
directors.

Commenting on the finalisation of the purchase, which sees the
administrators hand over control of Torquay United to the
consortium, Mark Bowes-Cavanagh, said:

"We are delighted that creditors have accepted the Administrator's
thoughtful proposal and that the transaction is now complete.  It
now allows us to work with the staff at Plainmoor and execute on
our plans at speed.  We'd like to say thank you to all the staff
who have worked tirelessly over the past few months under
extraordinarily difficult circumstances."

Michael Westcott commented: "Over the past few weeks we have
developed a close working relationship with the Administrators from
Begbies Traynor and we thank them for their pragmatic and
professional handling of an extremely complex process.

"We now look forward to getting on with the job and preparing for
next season.  We expect to make several announcements over the
coming days around activities on and off the pitch.".

Scott Kippax, joint administrator and partner at Begbies Traynor's
Exeter office, said:  "This is an excellent outcome for this
historic football club, its fans, and the creditors. It is always
hugely satisfying to be able to achieve such a positive result from
what were very difficult circumstances for the club and we are
grateful to all parties who have worked so hard to get to this
point.

"The Bryn Consortium has demonstrated its wholehearted commitment
to meeting the needs of all the stakeholders and we wish them every
success as they take the club forwards."

"The support from all staff and the Yellow Army has been unwavering
throughout.  Our thanks also go to those working with us behind the
scenes, including our legal team at Stephens Scown LLP, Darnells
Chartered Accountants, and the team at The National League.
Special mention must also go to the outgoing directors, whose
commitment in supporting us to achieve this outcome cannot be
underestimated".


VIVA BRAZIL: Bought Out of Administration in Pre-pack Deal
----------------------------------------------------------
Laurence Kilgannon at Insider Media reports that Brazilian style
steakhouse Viva Brazil has been acquired out of administration in a
pre-pack deal which safeguards about 90 jobs.

Viva Brazil was established in 2010 and at its peak had sites in
Liverpool, Cardiff, Birmingham and Glasgow.

However, Viva Brazil Restaurants Ltd had been hit by the difficult
economic conditions affecting the hospitality industry and at the
time of administration in April Viva Brazil was behind two
restaurants -- at prominent locations in Liverpool and Cardiff,
Insider Media relates.

A company voluntary arrangement had been established in February
2023 as the business looked to recover from issues arising out of
the Covid pandemic, the cost of living crisis, energy prices, cost
inflation and soaring interest rates, Insider Media recounts.

The CVA was complied with for the first nine months but a period of
poor trading meant the fourth contribution was missed,
Insider Media notes.

In a bid to cut costs, the Glasgow restaurant was closed in
February but this led to a claim of about GBP100,000 in respect of
wages, Insider Media states.

This unexpected cost, together with a failure to make the
outstanding CVA payment meant the business needed to restructure
and joint administrators Lila Thomas and David Acland of FRP
Advisory were appointed, Insider Media discloses.

After a period of marketing the business was acquired by a
connected party in a move which safeguarded 88 jobs and maintains
operations at the firm's sites in Liverpool and Cardiff, Insider
Media states.




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

[*] BOND PRICING: For the Week May 27 to May 31, 2024
-----------------------------------------------------
Issuer             Coupon    Maturity Currency  Price
------             ------    -------- --------  -----

Codere Finance 2 Luxembour  13.62511/30/2027  USD  1.000
Codere Finance 2 Luxembour  11.000 9/30/2026  EUR  34.86
Solocal Group               10.940 3/15/2025  EUR  20.51
Kvalitena AB publ           10.067  4/2/2024  SEK  45.00
Codere Finance 2 Luxembour  12.75011/30/2027  EUR  1.000
UkrLandFarming PLC          10.875 3/26/2018  USD  4.195
Sidetur Finance BV          10.000 4/20/2016  USD  0.378
Tinkoff Bank JSC Via TCS F  11.002            USD  42.85
Altice France Holding SA    10.500 5/15/2027  USD  37.26
Teksid Aluminum Luxembourg  12.375 7/15/2011  EUR  0.619
Immigon Portfolioabbau AG   10.258            EUR  9.750
Goldman Sachs Internationa  16.288 3/17/2027  USD  26.54
Marginalen Bank Bankaktieb  12.996            SEK  45.00
Avangardco Investments Pub  10.00010/29/2018  USD  0.108
IOG Plc                     13.428 9/20/2024  EUR  4.917
Bakkegruppen AS             11.720  2/3/2025  NOK  45.37
Plusplus Capital Financial  11.000 7/29/2026  EUR  11.22
Privatbank CJSC Via UK SPV  10.875 2/28/2018  USD  5.267
Virgolino de Oliveira Fina  10.500 1/28/2018  USD  0.010
Privatbank CJSC Via UK SPV  10.250 1/23/2018  USD  3.786
Virgolino de Oliveira Fina  11.750  2/9/2022  USD  0.635
Bourbon Corp SA             11.652            EUR  1.375
Saderea DAC                 12.50011/30/2026  USD  48.02
Solis Bond Co DAC           10.391 5/31/2024  EUR  50.00
Lehman Brothers Treasury C  11.00012/20/2017  AUD  0.100
Ilija Batljan Invest AB     10.768            SEK  3.500
Societe Generale SA         11.000 7/14/2026  USD  11.47
Transcapitalbank JSC Via T  10.000            USD  1.450
Societe Generale SA         23.510 6/23/2026  USD  3.943
Codere Finance 2 Luxembour  13.62511/30/2027  USD  1.000
Privatbank CJSC Via UK SPV  11.000  2/9/2021  USD  0.749
Altice France Holding SA    10.500 5/15/2027  USD  37.72
Ukraine Government Bond     11.000 4/20/2037  UAH  29.19
Virgolino de Oliveira Fina  10.500 1/28/2018  USD  0.010
Solocal Group               10.940 3/15/2025  EUR  9.049
Bilt Paper BV               10.360            USD  0.650
Banco Espirito Santo SA     10.000 12/6/2021  EUR  0.058
R-Logitech Finance SA       10.250 9/26/2027  EUR  15.08
YA Holding AB               12.75812/17/2024  SEK  15.02
Oscar Properties Holding A  11.270  7/5/2024  SEK  0.464
Codere Finance 2 Luxembour  11.000 9/30/2026  EUR  34.86
NTRP Via Interpipe Ltd      10.250  8/2/2017  USD  1.027
Lehman Brothers Treasury C  11.000  7/4/2011  USD  0.100
Lehman Brothers Treasury C  11.25012/31/2008  USD  0.100
Landesbank Baden-Wuerttemb  23.000 6/28/2024  EUR  43.97
Swissquote Bank SA          15.74010/31/2024  CHF  42.30
Landesbank Baden-Wuerttemb  25.000  1/3/2025  EUR  48.35
Societe Generale SA         20.000 1/29/2026  USD  15.30
Bank Vontobel AG            14.000  3/5/2025  CHF  41.00
Leonteq Securities AG       24.000  1/9/2025  CHF  47.70
UniCredit Bank GmbH         13.800 9/27/2024  EUR  32.42
UniCredit Bank GmbH         14.800 9/27/2024  EUR  31.48
UniCredit Bank GmbH         15.800 9/27/2024  EUR  30.67
UniCredit Bank GmbH         16.900 9/27/2024  EUR  29.97
UniCredit Bank GmbH         18.000 9/27/2024  EUR  29.09
UniCredit Bank GmbH         19.100 9/27/2024  EUR  28.56
Societe Generale SA         14.300 8/22/2024  USD  11.00
Leonteq Securities AG       24.000 1/13/2025  CHF  24.58
UniCredit Bank GmbH         13.700 9/27/2024  EUR  35.29
UniCredit Bank GmbH         14.800 9/27/2024  EUR  34.12
Zurcher Kantonalbank Finan  24.00011/22/2024  EUR  40.06
Vontobel Financial Product  20.25012/31/2024  EUR  48.52
Landesbank Baden-Wuerttemb  15.000 3/28/2025  EUR  48.64
Basler Kantonalbank         21.000  7/5/2024  CHF  45.01
Basler Kantonalbank         24.000  7/5/2024  CHF  37.90
Societe Generale SA         15.000 9/29/2025  USD  6.267
Bank Vontobel AG            12.000 9/30/2024  EUR  12.00
Bank Vontobel AG            13.500  1/8/2025  CHF  16.70
Societe Generale SA         20.000 9/18/2026  USD  15.10
UniCredit Bank GmbH         13.500 9/27/2024  EUR  46.17
UniCredit Bank GmbH         13.50012/31/2024  EUR  49.35
UniCredit Bank GmbH         14.900 9/27/2024  EUR  43.88
Landesbank Baden-Wuerttemb  21.000 9/27/2024  EUR  48.89
Landesbank Baden-Wuerttemb  23.000 9/27/2024  EUR  46.76
Landesbank Baden-Wuerttemb  19.000 6/28/2024  EUR  46.87
Landesbank Baden-Wuerttemb  27.000 6/28/2024  EUR  41.50
UniCredit Bank GmbH         14.300 8/23/2024  EUR  34.18
UniCredit Bank GmbH         13.90011/22/2024  EUR  37.34
UniCredit Bank GmbH         13.500 2/28/2025  EUR  40.49
Leonteq Securities AG       23.00012/27/2024  CHF  30.80
Leonteq Securities AG/Guer  30.000  8/7/2024  CHF  32.86
Leonteq Securities AG/Guer  22.000  8/7/2024  CHF  32.89
DZ Bank AG Deutsche Zentra  13.100 9/27/2024  EUR  48.23
Leonteq Securities AG       24.000 7/10/2024  CHF  43.33
Leonteq Securities AG       26.000 7/10/2024  CHF  37.30
Leonteq Securities AG/Guer  24.000 7/10/2024  CHF  39.20
Swissquote Bank SA          26.120 7/10/2024  CHF  39.63
Leonteq Securities AG/Guer  12.490 7/10/2024  USD  40.32
Vontobel Financial Product  11.00012/31/2024  EUR  47.93
Leonteq Securities AG/Guer  20.000  8/7/2024  CHF  9.930
Raiffeisen Schweiz Genosse  20.000  8/7/2024  CHF  36.80
DZ Bank AG Deutsche Zentra  16.000 6/28/2024  EUR  30.32
UniCredit Bank GmbH         18.200 6/28/2024  EUR  28.86
UniCredit Bank GmbH         19.500 6/28/2024  EUR  27.79
UniCredit Bank GmbH         18.50012/31/2024  EUR  35.87
UniCredit Bank GmbH         19.30012/31/2024  EUR  35.27
Societe Generale SA         20.000  1/3/2025  USD  7.400
UniCredit Bank GmbH         19.30012/31/2024  EUR  34.33
Societe Generale SA         16.000 8/30/2024  USD  20.40
Societe Generale SA         16.000 8/30/2024  USD  21.60
Societe Generale SA         18.000 8/30/2024  USD  14.00
Societe Generale SA         15.000 8/30/2024  USD  19.30
Leonteq Securities AG       28.000 8/21/2024  CHF  44.67
Landesbank Baden-Wuerttemb  10.000 8/23/2024  EUR  41.55
Landesbank Baden-Wuerttemb  15.000 8/23/2024  EUR  32.88
Bank Vontobel AG            10.000 8/19/2024  CHF  7.000
Leonteq Securities AG       24.000 8/21/2024  CHF  45.86
UniCredit Bank GmbH         14.900 8/23/2024  EUR  46.13
UniCredit Bank GmbH         14.700 8/23/2024  EUR  31.36
UniCredit Bank GmbH         14.50011/22/2024  EUR  34.70
UniCredit Bank GmbH         13.100 2/28/2025  EUR  38.41
UniCredit Bank GmbH         13.800 2/28/2025  EUR  37.79
UniCredit Bank GmbH         14.500 2/28/2025  EUR  37.04
Corner Banca SA             23.000 8/21/2024  CHF  41.49
BNP Paribas Emissions- und  17.00012/30/2024  EUR  48.70
BNP Paribas Emissions- und  13.000 6/27/2024  EUR  48.54
BNP Paribas Emissions- und  14.000 6/27/2024  EUR  46.26
BNP Paribas Emissions- und  18.000 6/27/2024  EUR  42.49
BNP Paribas Emissions- und  21.000 6/27/2024  EUR  40.95
HSBC Trinkaus & Burkhardt   17.500 6/27/2025  EUR  47.94
HSBC Trinkaus & Burkhardt   15.500 6/27/2025  EUR  34.98
BNP Paribas Emissions- und  16.000 6/27/2024  EUR  46.41
BNP Paribas Emissions- und  17.000 6/27/2024  EUR  44.36
BNP Paribas Emissions- und  20.000 6/27/2024  EUR  42.64
BNP Paribas Emissions- und  23.000 6/27/2024  EUR  41.10
DZ Bank AG Deutsche Zentra  10.75012/27/2024  EUR  48.55
HSBC Trinkaus & Burkhardt   22.250 6/27/2025  EUR  45.14
HSBC Trinkaus & Burkhardt   11.250 6/27/2025  EUR  37.55
Leonteq Securities AG/Guer  22.000 8/28/2024  CHF  42.88
UniCredit Bank GmbH         19.800 6/28/2024  EUR  26.72
EFG International Finance   15.000 7/12/2024  CHF  33.08
UBS AG/London               25.000 7/12/2024  CHF  46.70
UniCredit Bank GmbH         15.100 9/27/2024  EUR  41.52
UniCredit Bank GmbH         16.400 9/27/2024  EUR  39.83
UBS AG/London               19.000 7/12/2024  CHF  38.50
Finca Uco Cjsc              13.000 5/30/2025  AMD  0.000
Citigroup Global Markets F  14.650 7/22/2024  HKD  36.69
Swissquote Bank SA          26.040 7/17/2024  CHF  41.26
Leonteq Securities AG/Guer  20.000 7/17/2024  CHF  46.44
Raiffeisen Switzerland BV   20.000 7/10/2024  CHF  44.51
UniCredit Bank GmbH         18.60012/31/2024  EUR  38.21
HSBC Trinkaus & Burkhardt   15.10012/30/2024  EUR  33.78
UBS AG/London               18.750 5/31/2024  CHF  27.22
HSBC Trinkaus & Burkhardt   12.50012/30/2024  EUR  36.08
Leonteq Securities AG       18.000 9/11/2024  CHF  16.00
HSBC Trinkaus & Burkhardt   17.600 9/27/2024  EUR  29.98
HSBC Trinkaus & Burkhardt   10.80012/30/2024  EUR  38.32
UniCredit Bank GmbH         15.700 6/28/2024  EUR  44.47
Raiffeisen Schweiz Genosse  20.000 8/28/2024  CHF  11.86
Leonteq Securities AG/Guer  24.000  6/5/2024  CHF  41.28
Raiffeisen Schweiz Genosse  19.500  6/6/2024  CHF  43.29
HSBC Trinkaus & Burkhardt   19.000 6/28/2024  EUR  25.00
HSBC Trinkaus & Burkhardt   11.000 6/28/2024  EUR  33.42
Leonteq Securities AG/Guer  22.000 8/14/2024  CHF  32.46
Leonteq Securities AG/Guer  21.000 8/14/2024  CHF  41.61
Zurcher Kantonalbank Finan  22.000  8/6/2024  USD  24.12
HSBC Trinkaus & Burkhardt   15.000 6/28/2024  EUR  27.85
HSBC Trinkaus & Burkhardt   15.000 6/28/2024  EUR  41.89
UniCredit Bank GmbH         19.400 6/28/2024  EUR  25.67
UniCredit Bank GmbH         20.00012/31/2024  EUR  32.65
Bank Vontobel AG            20.500 11/4/2024  CHF  41.00
UniCredit Bank GmbH         19.10012/31/2024  EUR  33.33
Vontobel Financial Product  15.500 6/28/2024  EUR  41.71
Vontobel Financial Product  13.250 9/27/2024  EUR  44.57
Bank Vontobel AG            29.000 9/10/2024  USD  48.40
Leonteq Securities AG/Guer  28.000  6/5/2024  CHF  28.90
Vontobel Financial Product  18.000 9/27/2024  EUR  24.36
Leonteq Securities AG/Guer  24.000 8/14/2024  CHF  36.72
Leonteq Securities AG/Guer  21.000  6/5/2024  CHF  43.68
Swissquote Bank SA          26.980  6/5/2024  CHF  34.03
Raiffeisen Switzerland BV   17.500 5/30/2024  CHF  43.60
UBS AG/London               14.250 7/12/2024  EUR  15.80
Vontobel Financial Product  11.000 6/28/2024  EUR  45.40
Vontobel Financial Product  10.000 9/27/2024  EUR  47.61
UniCredit Bank GmbH         19.700 6/28/2024  EUR  30.53
UniCredit Bank GmbH         19.50012/31/2024  EUR  37.46
UniCredit Bank GmbH         19.200 6/28/2024  EUR  42.55
UniCredit Bank GmbH         17.800 6/28/2024  EUR  45.50
Finca Uco Cjsc              12.000 2/10/2025  AMD  0.000
Basler Kantonalbank         16.000 6/14/2024  CHF  19.79
EFG International Finance   24.000 6/14/2024  CHF  36.94
UniCredit Bank GmbH         16.10012/31/2024  EUR  45.43
UniCredit Bank GmbH         18.90012/31/2024  EUR  41.27
UniCredit Bank GmbH         19.80012/31/2024  EUR  40.25
Leonteq Securities AG       20.000  7/3/2024  CHF  9.190
Leonteq Securities AG/Guer  20.000  7/3/2024  CHF  45.43
Leonteq Securities AG       26.000  7/3/2024  CHF  35.92
Corner Banca SA             15.000  7/3/2024  CHF  46.74
Swissquote Bank SA          23.990  7/3/2024  CHF  46.31
UniCredit Bank GmbH         18.00012/31/2024  EUR  42.47
Vontobel Financial Product  13.500 6/28/2024  EUR  48.55
Vontobel Financial Product  16.000 6/28/2024  EUR  45.69
Vontobel Financial Product  19.000 6/28/2024  EUR  43.23
UniCredit Bank GmbH         14.70011/22/2024  EUR  36.17
Swissquote Bank SA          25.390 5/30/2024  CHF  45.26
Leonteq Securities AG/Guer  14.000  7/3/2024  CHF  8.340
Leonteq Securities AG       24.000  7/3/2024  CHF  43.13
Bank Vontobel AG            15.50011/18/2024  CHF  47.30
Bank Vontobel AG            21.000 6/10/2024  CHF  40.90
Raiffeisen Switzerland BV   20.000 6/19/2024  CHF  41.33
Swissquote Bank SA          20.120 6/20/2024  CHF  9.080
Leonteq Securities AG/Guer  16.000 6/20/2024  CHF  20.81
DZ Bank AG Deutsche Zentra  19.400 6/28/2024  EUR  40.68
Leonteq Securities AG/Guer  15.000 9/12/2024  USD  10.05
Leonteq Securities AG/Guer  20.000 6/19/2024  CHF  40.38
Leonteq Securities AG/Guer  23.400 6/19/2024  CHF  37.93
Leonteq Securities AG/Guer  24.000 6/19/2024  CHF  33.13
Armenian Economy Developme  10.500  5/4/2025  AMD  0.000
UniCredit Bank GmbH         16.550 8/18/2025  USD  29.40
UniCredit Bank GmbH         15.000 8/23/2024  EUR  32.80
Raiffeisen Switzerland BV   12.300 8/21/2024  CHF  8.930
Bank Vontobel AG            18.000 6/28/2024  CHF  42.80
UniCredit Bank GmbH         13.800 8/23/2024  EUR  47.98
Leonteq Securities AG       20.000 8/28/2024  CHF  11.43
UBS AG/London               14.250 8/19/2024  CHF  33.50
Inecobank CJSC              10.000 4/28/2025  AMD  0.000
Societe Generale SA         24.000  4/3/2025  USD  44.00
DZ Bank AG Deutsche Zentra  12.500 6/26/2024  EUR  47.25
Bank Vontobel AG            23.000  6/4/2024  CHF  43.50
Swissquote Bank SA          25.080 6/12/2024  CHF  43.00
Vontobel Financial Product  19.500 6/28/2024  EUR  47.46
Raiffeisen Switzerland BV   18.000 6/12/2024  CHF  41.06
Raiffeisen Schweiz Genosse  20.000 6/12/2024  CHF  31.48
Vontobel Financial Product  24.750 6/28/2024  EUR  34.60
HSBC Trinkaus & Burkhardt   17.300 9/27/2024  EUR  32.10
HSBC Trinkaus & Burkhardt   14.80012/30/2024  EUR  35.99
HSBC Trinkaus & Burkhardt   13.40012/30/2024  EUR  37.31
HSBC Trinkaus & Burkhardt   11.20012/30/2024  EUR  40.40
HSBC Trinkaus & Burkhardt   17.500 9/27/2024  EUR  47.20
HSBC Trinkaus & Burkhardt   19.60012/30/2024  EUR  36.50
HSBC Trinkaus & Burkhardt   17.40012/30/2024  EUR  38.02
HSBC Trinkaus & Burkhardt   15.20012/30/2024  EUR  39.89
HSBC Trinkaus & Burkhardt   19.000 3/28/2025  EUR  36.51
HSBC Trinkaus & Burkhardt   18.100 3/28/2025  EUR  36.88
HSBC Trinkaus & Burkhardt   16.300 3/28/2025  EUR  37.61
HSBC Trinkaus & Burkhardt   14.400 3/28/2025  EUR  38.99
HSBC Trinkaus & Burkhardt   19.60011/22/2024  EUR  39.31
Vontobel Financial Product  14.000 9/27/2024  EUR  46.77
Vontobel Financial Product  21.000 9/27/2024  EUR  40.73
Vontobel Financial Product  23.500 6/28/2024  EUR  36.12
Bank Vontobel AG            18.000 7/19/2024  CHF  44.00
Raiffeisen Switzerland BV   16.000 6/12/2024  CHF  20.48
Leonteq Securities AG/Guer  27.000 7/24/2024  CHF  9.020
Leonteq Securities AG/Guer  15.000 7/24/2024  CHF  8.460
Leonteq Securities AG/Guer  23.000 7/24/2024  CHF  38.65
Bank Vontobel AG            25.000 7/22/2024  USD  27.70
Vontobel Financial Product  15.500 9/27/2024  EUR  45.31
Vontobel Financial Product  17.000 9/27/2024  EUR  44.03
Vontobel Financial Product  18.000 9/27/2024  EUR  42.73
Vontobel Financial Product  19.500 9/27/2024  EUR  41.71
Vontobel Financial Product  24.500 6/28/2024  EUR  35.55
Zurcher Kantonalbank Finan  24.673 6/28/2024  CHF  48.34
HSBC Trinkaus & Burkhardt   18.10012/30/2024  EUR  43.44
Vontobel Financial Product  23.000 6/28/2024  EUR  44.24
Bank Vontobel AG            10.000 6/28/2024  USD  49.50
HSBC Trinkaus & Burkhardt   15.70012/30/2024  EUR  46.53
Leonteq Securities AG       24.000 7/17/2024  CHF  24.14
UBS AG/London               13.000 9/30/2024  CHF  18.06
Credit Suisse AG/London     28.000 9/23/2024  USD  2.360
Fast Credit Capital UCO CJ  11.500 7/13/2024  AMD  0.000
Bank Vontobel AG            10.500 7/29/2024  EUR  47.20
Leonteq Securities AG/Guer  19.000  8/8/2024  CHF  48.44
Landesbank Baden-Wuerttemb  10.00010/25/2024  EUR  39.99
Landesbank Baden-Wuerttemb  11.50010/25/2024  EUR  36.32
Leonteq Securities AG       23.000 6/26/2024  CHF  40.63
Leonteq Securities AG/Guer  20.000 9/26/2024  USD  27.32
Corner Banca SA             18.500 9/23/2024  CHF  14.00
UBS AG/London               13.750  7/1/2024  CHF  39.50
UBS AG/London               18.500 6/14/2024  CHF  26.36
Swissquote Bank SA          27.050 7/31/2024  CHF  47.86
Swissquote Bank SA          16.380 7/31/2024  CHF  8.260
Raiffeisen Switzerland BV   10.500 7/11/2024  USD  24.62
UniCredit Bank GmbH         13.400 9/27/2024  EUR  36.89
Landesbank Baden-Wuerttemb  15.500 9/27/2024  EUR  47.80
Bank Julius Baer & Co Ltd/  15.300 6/17/2024  EUR  48.25
Evocabank CJSC              11.000 9/27/2025  AMD  0.000
ACBA Bank OJSC              11.500  3/1/2026  AMD  0.000
National Mortgage Co RCO C  12.000 3/30/2026  AMD  0.000
Bank Julius Baer & Co Ltd/  13.600 6/17/2024  CHF  48.20
UniCredit Bank GmbH         15.20012/31/2024  EUR  47.34
UniCredit Bank GmbH         17.00012/31/2024  EUR  43.80
HSBC Trinkaus & Burkhardt   12.400 9/27/2024  EUR  46.52
Vontobel Financial Product  21.500 6/28/2024  EUR  46.25
Societe Generale SA         16.000  7/3/2024  USD  20.00
Raiffeisen Switzerland BV   20.000 6/26/2024  CHF  33.41
HSBC Trinkaus & Burkhardt   17.000 6/28/2024  EUR  30.68
UniCredit Bank GmbH         17.800 6/28/2024  EUR  40.38
Bank Vontobel AG            22.000 5/31/2024  CHF  22.50
Bank Julius Baer & Co Ltd/  12.720 2/17/2025  CHF  46.25
DZ Bank AG Deutsche Zentra  11.200 6/28/2024  EUR  42.76
UBS AG/London               13.500 8/15/2024  CHF  46.40
HSBC Trinkaus & Burkhardt   19.700 6/28/2024  EUR  46.68
Landesbank Baden-Wuerttemb  13.000  1/3/2025  EUR  40.14
Societe Generale SA         25.26010/30/2025  USD  9.200
HSBC Trinkaus & Burkhardt   18.300 9/27/2024  EUR  36.53
HSBC Trinkaus & Burkhardt   15.900 9/27/2024  EUR  39.34
HSBC Trinkaus & Burkhardt   13.600 9/27/2024  EUR  43.11
Societe Generale SA         26.64010/30/2025  USD  2.170
UniCredit Bank GmbH         18.000 6/28/2024  EUR  35.29
UniCredit Bank GmbH         19.800 6/28/2024  EUR  31.99
Societe Generale SA         15.00010/31/2024  USD  28.57
Vontobel Financial Product  10.750 6/28/2024  EUR  47.66
Societe Generale SA         22.75010/17/2024  USD  21.30
UniCredit Bank GmbH         13.200 6/28/2024  EUR  47.36
UniCredit Bank GmbH         17.100 6/28/2024  EUR  37.87
UniCredit Bank GmbH         18.900 6/28/2024  EUR  33.55
Evocabank CJSC              11.000 9/28/2024  AMD  0.000
Leonteq Securities AG/Guer  19.000  6/3/2024  CHF  42.28
Bank Vontobel AG            10.000  9/2/2024  EUR  48.70
UBS AG/London               10.000 3/23/2026  USD  25.25
HSBC Trinkaus & Burkhardt   18.750 9/27/2024  EUR  26.91
Bank Vontobel AG            20.000 6/26/2024  CHF  36.40
Bank Vontobel AG            13.000 6/26/2024  CHF  5.600
UniCredit Bank GmbH         17.800 6/28/2024  EUR  24.58
UniCredit Bank GmbH         18.80012/31/2024  EUR  31.59
Basler Kantonalbank         18.000 6/21/2024  CHF  42.74
UniCredit Bank GmbH         15.800 6/28/2024  EUR  22.71
UniCredit Bank GmbH         17.20012/31/2024  EUR  29.04
HSBC Trinkaus & Burkhardt   20.250 6/28/2024  EUR  22.60
HSBC Trinkaus & Burkhardt   17.50012/30/2024  EUR  30.68
Leonteq Securities AG       20.000 9/18/2024  CHF  42.67
UniCredit Bank GmbH         18.200 6/28/2024  EUR  21.54
UniCredit Bank GmbH         19.60012/31/2024  EUR  28.65
UniCredit Bank GmbH         19.200 6/28/2024  EUR  23.87
UniCredit Bank GmbH         19.70012/31/2024  EUR  31.39
DZ Bank AG Deutsche Zentra  24.100 6/28/2024  EUR  46.93
DZ Bank AG Deutsche Zentra  23.200 6/28/2024  EUR  46.88
UniCredit Bank GmbH         17.000 6/28/2024  EUR  22.10
UniCredit Bank GmbH         19.500 6/28/2024  EUR  21.04
UniCredit Bank GmbH         18.80012/31/2024  EUR  28.74
Bank Vontobel AG            12.250 6/17/2024  CHF  50.50
Vontobel Financial Product  21.000 6/28/2024  EUR  44.70
Vontobel Financial Product  18.000 6/28/2024  EUR  47.34
Leonteq Securities AG/Guer  19.000 6/10/2024  CHF  38.76
BNP Paribas Emissions- und  13.000 6/27/2024  EUR  48.58
ACBA Bank OJSC              11.000 12/1/2025  AMD  9.300
Vontobel Financial Product  24.500 9/27/2024  EUR  46.53
Societe Generale SA         16.000  8/1/2024  USD  13.10
Societe Generale SA         16.000  8/1/2024  USD  24.10
Ameriabank CJSC             10.000 2/20/2025  AMD  0.000
Societe Generale SA         15.000  8/1/2024  USD  19.60
UniCredit Bank GmbH         10.700  2/3/2025  EUR  29.55
BNP Paribas Emissions- und  16.000 6/27/2024  EUR  47.21
Societe Generale SA         20.000 7/21/2026  USD  3.940
Landesbank Baden-Wuerttemb  15.500 1/24/2025  EUR  46.73
Leonteq Securities AG/Guer  26.000 7/31/2024  CHF  38.12
Landesbank Baden-Wuerttemb  11.000  1/3/2025  EUR  43.25
Basler Kantonalbank         18.000 6/17/2024  CHF  39.10
UBS AG/London               11.250 9/16/2024  EUR  49.60
Citigroup Global Markets F  25.530 2/18/2025  EUR  0.130
UniCredit Bank GmbH         10.700 2/17/2025  EUR  29.59
Vontobel Financial Product  19.500 6/28/2024  EUR  39.45
Vontobel Financial Product  11.000 6/28/2024  EUR  46.35
BNP Paribas Issuance BV     19.000 9/18/2026  EUR  0.980
BNP Paribas Issuance BV     20.000 9/18/2026  EUR  27.75
Raiffeisen Schweiz Genosse  20.000 9/25/2024  CHF  41.23
Raiffeisen Schweiz Genosse  20.000 9/25/2024  CHF  27.76
UniCredit Bank GmbH         18.00012/31/2024  EUR  28.87
Leonteq Securities AG/Guer  27.600 6/26/2024  CHF  28.49
Leonteq Securities AG/Guer  21.600 6/26/2024  CHF  6.790
UniCredit Bank GmbH         14.100 6/28/2024  EUR  48.34
Landesbank Baden-Wuerttemb  14.500 6/28/2024  EUR  44.89
Societe Generale SA         20.00012/18/2025  USD  20.67
Vontobel Financial Product  21.500 6/28/2024  EUR  38.06
UniCredit Bank GmbH         15.600 6/28/2024  EUR  46.38
Vontobel Financial Product  16.500 6/28/2024  EUR  42.74
Vontobel Financial Product  15.000 6/28/2024  EUR  44.65
Vontobel Financial Product  18.000 6/28/2024  EUR  41.02
Vontobel Financial Product  23.000 6/28/2024  EUR  36.75
Vontobel Financial Product  13.500 6/28/2024  EUR  46.76
Vontobel Financial Product  14.000 6/28/2024  EUR  46.61
Vontobel Financial Product  12.500 6/28/2024  EUR  46.45
Societe Generale SA         14.000  8/8/2024  USD  38.80
Vontobel Financial Product  16.500 6/28/2024  EUR  44.34
Vontobel Financial Product  14.500 6/28/2024  EUR  47.04
Vontobel Financial Product  19.500 6/28/2024  EUR  42.02
Vontobel Financial Product  11.000 6/28/2024  EUR  39.78
Basler Kantonalbank         17.000 7/19/2024  CHF  45.58
Armenian Economy Developme  11.000 10/3/2025  AMD  0.000
Landesbank Baden-Wuerttemb  11.000 6/28/2024  EUR  25.40
Societe Generale SA         27.30010/20/2025  USD  8.800
Societe Generale SA         18.000 10/3/2024  USD  19.20
Societe Generale SA         18.000 10/3/2024  USD  18.80
Societe Generale SA         20.000 10/3/2024  USD  32.00
Societe Generale SA         20.00011/28/2025  USD  4.500
Societe Generale SA         18.000 5/31/2024  USD  28.70
Societe Generale SA         21.00012/26/2025  USD  28.87
EFG International Finance   11.12012/27/2024  EUR  31.32
UniCredit Bank GmbH         10.500 9/23/2024  EUR  30.22
Finca Uco Cjsc              13.00011/16/2024  AMD  0.000
UBS AG/London               16.500 7/22/2024  CHF  19.88
UBS AG/London               21.600  8/2/2027  SEK  35.12
Finca Uco Cjsc              12.500 6/21/2024  AMD  0.000
Bank Vontobel AG            12.000 6/10/2024  CHF  42.50
EFG International Finance   10.300 8/23/2024  USD  24.09
Credit Suisse AG/London     11.200 8/26/2024  USD  39.30
Societe Generale SA         10.010 8/29/2024  USD  47.40
Societe Generale SA         11.750 9/18/2024  USD  48.70
Credit Suisse AG/London     20.00011/29/2024  USD  16.77
UniCredit Bank GmbH         10.300 9/27/2024  EUR  30.68
KPNQwest NV                 10.000 3/15/2012  EUR  0.797
Ist Saiberian Petroleum OO  14.00012/28/2024  RUB  15.95
Ukraine Government Bond     11.000 2/16/2037  UAH  29.23
Privatbank CJSC Via UK SPV  10.875 2/28/2018  USD  5.267
UkrLandFarming PLC          10.875 3/26/2018  USD  4.195
Lehman Brothers Treasury C  14.900 9/15/2008  EUR  0.100
Ukraine Government Bond     11.580  2/2/2028  UAH  49.38
Ukraine Government Bond     11.110 3/29/2028  UAH  47.66
Lehman Brothers Treasury C  15.000 3/30/2011  EUR  0.100
Lehman Brothers Treasury C  13.50011/28/2008  USD  0.100
Ukraine Government Bond     11.570  3/1/2028  UAH  48.94
Bulgaria Steel Finance BV   12.000  5/4/2013  EUR  0.216
Sidetur Finance BV          10.000 4/20/2016  USD  0.378
Lehman Brothers Treasury C  10.500  8/9/2010  EUR  0.100
Lehman Brothers Treasury C  10.000 3/27/2009  USD  0.100
Lehman Brothers Treasury C  11.000 6/29/2009  EUR  0.100
Lehman Brothers Treasury C  11.00012/19/2011  USD  0.100
Deutsche Bank AG/London     12.780 3/16/2028  TRY  48.20
Bulgaria Steel Finance BV   12.000  5/4/2013  EUR  0.216
Bilt Paper BV               10.360            USD  0.650
Virgolino de Oliveira Fina  10.875 1/13/2020  USD  36.00
Tonon Luxembourg SA         12.500 5/14/2024  USD  0.010
Virgolino de Oliveira Fina  10.875 1/13/2020  USD  36.00
Tonon Luxembourg SA         12.500 5/14/2024  USD  0.010
Phosphorus Holdco PLC       10.000  4/1/2019  GBP  0.234
Ukraine Government Bond     11.000 4/24/2037  UAH  31.93
BLT Finance BV              12.000 2/10/2015  USD  10.50
Lehman Brothers Treasury C  12.000 7/13/2037  JPY  0.100
Lehman Brothers Treasury C  10.000 6/11/2038  JPY  0.100
Virgolino de Oliveira Fina  11.750  2/9/2022  USD  0.635
Ukraine Government Bond     11.000 3/24/2037  UAH  29.31
Ukraine Government Bond     11.000  4/8/2037  UAH  29.36
Ukraine Government Bond     11.000 4/23/2037  UAH  29.41
Ukraine Government Bond     10.36011/10/2027  UAH  48.61
Codere Finance 2 Luxembour  12.75011/30/2027  EUR  1.000
PA Resources AB             13.500  3/3/2016  SEK  0.124
Phosphorus Holdco PLC       10.000  4/1/2019  GBP  0.234
Tailwind Energy Chinook Lt  12.500 9/27/2019  USD  1.500
Ukraine Government Bond     11.000  4/1/2037  UAH  29.34
Lehman Brothers Treasury C  18.250 10/2/2008  USD  0.100
Ukraine Government Bond     12.500 4/27/2029  UAH  45.94
Ukraine Government Bond     12.50010/12/2029  UAH  44.44
Lehman Brothers Treasury C  13.000 7/25/2012  EUR  0.100
Petromena ASA               10.85011/19/2018  USD  0.622
Ukraine Government Bond     10.710 4/26/2028  UAH  46.51
Credit Agricole Corporate   10.20012/13/2027  TRY  49.51
Lehman Brothers Treasury C  16.800 8/21/2009  USD  0.100
Lehman Brothers Treasury C  13.15010/30/2008  USD  0.100
Lehman Brothers Treasury C  13.00012/14/2012  USD  0.100
Lehman Brothers Treasury C  11.750  3/1/2010  EUR  0.100
Lehman Brothers Treasury C  14.90011/16/2010  EUR  0.100
Lehman Brothers Treasury C  16.000 10/8/2008  CHF  0.100
Lehman Brothers Treasury C  11.00012/20/2017  AUD  0.100
Lehman Brothers Treasury C  11.00012/20/2017  AUD  0.100
Lehman Brothers Treasury C  11.000 2/16/2009  CHF  0.100
Lehman Brothers Treasury C  13.000 2/16/2009  CHF  0.100
Lehman Brothers Treasury C  10.00010/23/2008  USD  0.100
Lehman Brothers Treasury C  10.00010/22/2008  USD  0.100
Lehman Brothers Treasury C  10.600 4/22/2014  MXN  0.100
Lehman Brothers Treasury C  10.000 2/16/2009  CHF  0.100
Lehman Brothers Treasury C  16.000 11/9/2008  USD  0.100
Lehman Brothers Treasury C  17.000  6/2/2009  USD  0.100
Lehman Brothers Treasury C  16.00012/26/2008  USD  0.100
Lehman Brothers Treasury C  13.432  1/8/2009  ILS  0.100
Lehman Brothers Treasury C  10.44211/22/2008  CHF  0.100
Lehman Brothers Treasury C  16.00010/28/2008  USD  0.100
Lehman Brothers Treasury C  16.200 5/14/2009  USD  0.100
Lehman Brothers Treasury C  10.000 5/22/2009  USD  0.100
Lehman Brothers Treasury C  13.500  6/2/2009  USD  0.100
Lehman Brothers Treasury C  23.300 9/16/2008  USD  0.100
Lehman Brothers Treasury C  10.000 6/17/2009  USD  0.100
Lehman Brothers Treasury C  11.000  7/4/2011  CHF  0.100
Lehman Brothers Treasury C  12.000  7/4/2011  EUR  0.100
Lehman Brothers Treasury C  14.10011/12/2008  USD  0.100
Lehman Brothers Treasury C  15.000  6/4/2009  CHF  0.100
Lehman Brothers Treasury C  12.400 6/12/2009  USD  0.100



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                * * * End of Transmission * * *