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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

          Tuesday, June 11, 2024, Vol. 25, No. 117

                           Headlines



A R M E N I A

YEREVAN CITY: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable


A Z E R B A I J A N

AZERBAIJAN: S&P Affirms 'BB+/B' Sovereign Credit Ratings


F R A N C E

TEREOS SCA: Fitch Alters Outlook on 'BB' LongTerm IDR to Positive


G E R M A N Y

APLEONA GROUP: Moody's Rates EUR835MM Secured Term Loan 'B2'
APLEONA GROUP: S&P Affirms 'B' LongTerm ICR, Outlook Stable


I R E L A N D

CONTEGO CLO V: Fitch Affirms 'B+sf' Rating on Class F Debt
DRYDEN 32 EURO 2014: Fitch Affirms 'B+sf' Rating on Class F-R Notes
MONUMENT CLO I: S&P Assigns B-(sf) Rating on Class F Notes
PALMER SQUARE 2024-1: S&P Assigns B-(sf) Rating on Class F Notes
RRE 12 LOAN: Fitch Assigns 'BB-(EXP)sf' Rating on Class D-R Notes



L U X E M B O U R G

ELEVING GROUP: Fitch Hikes LongTerm IDR to 'B', Outlook Stable
SAMSONITE IP: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable


N E T H E R L A N D S

VERSUNI GROUP: Moody's Affirms 'B2' CFR & Alters Outlook to Stable


R O M A N I A

AUTONOM SERVICES: Fitch Affirms 'B+' LongTerm IDR, Outlook Positive


S W E D E N

AINAVDA PARENTCO: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
DDM DEBT: Fitch Lowers LongTerm IDR to 'CCC-'


U K R A I N E

UKRAINE: Fitch Affirms 'CC' LongTerm Foreign Currency IDR


U N I T E D   K I N G D O M

BODY SHOP: June 18 Deadline Set Buyers to Submit Bids
CINEWORLD GROUP: In Talks Over Sale of UK Operations
DEEP BEAT: Everybody Health Set to Run Two Park Cafes
FERGUSON MARINE: Scotland Launches New Probe Into Taxpayer Cash
HALO: Owes Nearly GBP400,000 Following Liquidation

INEOS GROUP: S&P Rates New Senior Secured Euro Term Loan B 'BB'
INVERNESS CALEDONIAN: At Risk of Going Into Administration
MONA DAIRY: Enters Administration, Explores Options
TRILEY MIDCO 2: Fitch Alters Outlook on 'B' LongTerm IDR to Stable

                           - - - - -


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A R M E N I A
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YEREVAN CITY: Fitch Affirms 'BB-' LongTerm IDRs, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed the Armenian City of Yerevan's Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-'
with Stable Outlooks.

The affirmation reflects Yerevan's Standalone Credit Profile (SCP)
of 'bbb-', resulting from a combination of 'Weaker' risk profile
and 'aaa' debt sustainability assessment. The ratings are capped by
Armenia's sovereign ratings ('BB-'/Stable). The city's low debt
level continues to be offset by a weak institutional framework
including a lack of rule-based budgetary policies.

KEY RATING DRIVERS

Risk Profile: 'Weaker'

The risk profile is driven by five 'Weaker' key risk factors
(revenue robustness and adjustability, expenditure adjustability,
liabilities and liquidity robustness and flexibility) and one
'Midrange' factor (expenditure sustainability). The assessment
reflects Fitch's view that there is a high risk of the issuer's
ability to cover debt service with the operating balance weakening
unexpectedly over the scenario horizon (2024-2028) due to lower
revenue, higher expenditure, or an unexpected rise in liabilities
or debt-service requirements.

Revenue Robustness: 'Weaker'

Yerevan's operating revenue is mostly composed of transfers from
the central budget, the share of which gradually declined to 57% in
2023 from 70% in 2018. The majority of transfers (around 70%) are
earmarked for targeted spending or delegated mandates, while the
rest is general-purpose grants aimed at enhancing the city's fiscal
capacity. Taxes averaged 20% of operating revenue in 2019-2023,
comprising solely property taxes. The remaining operating revenue
is from locally collected fees and charges. Most revenue stems from
a 'BB-' rated counterparty, which justifies the 'Weaker'
assessment.

Revenue Adjustability: 'Weaker'

The city's fiscal flexibility is limited by institutional
arrangements under which fiscal authority is concentrated in the
central government, with a monopoly on setting tax rates or
creating taxes. The property tax base is gradually increasing
according to the central government's decision to raise the
cadastral value of real estate, which drive the overall tax
proceeds.

In addition to collecting property taxes, Yerevan also collects
various fees and charges (21% of operating revenue in 2023, up from
15% in 2022), part of which the city can adjust. Most of these are
already at their maximum, so the scope for an increase in revenue
would cover less than 50% of what Fitch would expect from a revenue
decline in an economic downturn.

Expenditure Sustainability: 'Midrange'

Yerevan exercises spending restraint, as underscored by spending
growth generally tracking revenue growth. The city's
responsibilities have remained stable through economic cycles. The
largest spending item is preschool and school education (30% of
total spending in 2023) followed by public transport (25%). Most
spending is financed with transfers from the central budget, which
makes the city's budgetary policy dependent on central government
decisions.

Expenditure Adjustability: 'Weaker'

Most spending responsibilities are mandatory, with inflexible items
dominating expenditure. Consequently, the bulk of expenditure could
be difficult to cut in response to a fall in revenue. Spending
flexibility is further constrained by a modest share of capex,
averaging 19% of total expenditure in 2019-2023. In 2021-2023, the
share of capex increased to above 20% from 6-13% in previous years.
However, in Fitch's view, this is not enough to justify a higher
expenditure adjustability assessment, as per capita spending is low
compared with international peers.

Liabilities & Liquidity Robustness: 'Weaker'

Capital markets in Armenia are less mature, and the city has had
limited practice in debt management given its debt-free status
until 2020, when it drew down a loan from the European Investment
Bank (EIB; AAA/Stable). The national legal framework has strict
debt policy limitations, which do not allow any new debt to be
raised until existing debt obligations are fully repaid.

Liabilities & Liquidity Flexibility: 'Weaker'

The city's largest source of liquidity is its accumulated cash,
which totalled AMD13.9 billion at end-2023. There are no
restrictions on the use of liquidity. Yerevan holds its cash in
treasury accounts, because deposits with commercial banks are
prohibited under the national legal framework. For extra liquidity
the city could borrow from the national treasury. Fitch assesses
this factor as 'Weaker' as limited forms of liquidity are available
and potential counterparty risk is capped at 'BB-'.

Debt Sustainability: 'aaa category'

Fitch classifies Yerevan as a type B local and regional government,
as it has to cover debt service from cash flow annually. Under
Fitch's rating case, the city's debt payback ratio - the primary
metric of debt-sustainability assessment for type B LRGs - remains
strong at under 5x, which corresponds to a 'aaa' assessment.

The actual debt service coverage ratio (operating balance-to-debt
service, including short-term debt maturities) will stay above 4x
during most of the rating case and only decreasing to 3.4x by 2028.
The fiscal debt burden, which will gradually increase during
2024-2028 from its current negative level, will remain moderate at
below 50% over the rating horizon. A strong assessment of all
metrics results in 'aaa' debt sustainability for the city.

At end-2020, Yerevan started to draw down its EUR7 million loan
from the EIB. Its direct debt reached EUR4.35 million at end-2022,
and a further EUR1 million was drawn during 2023. In calculating
adjusted debt, Fitch includes AMD9.0 debt of the city's
government-related entity debt, which is likely to crystallise as
Yerevan's obligations.

Its base case assumes that restrictions on new borrowing will be in
place over the rating horizon and no new debt will be attracted.
Under the rating case, Fitch tests debt sustainability under the
hypothetical scenario that Yerevan is able to attract new debt
starting from 2025, maintains elevated capex and uses debt to
finance the deficit.

DERIVATION SUMMARY

Yerevan's SCP is derived from a combination of a 'Weaker' risk
profile and debt sustainability metrics assessed at 'aaa' under
Fitch's rating case. This leads to a 'bbb-' SCP, which also
reflects peer comparison. The city's IDRs are not affected by any
asymmetric risk or expectation of extraordinary support from the
central government, but they are capped by Armenia's sovereign
IDRs.

Short-Term Ratings

Yerevan's short-term rating of 'B' corresponds to its 'BB-' IDR.

KEY ASSUMPTIONS

Qualitative Assumptions and Assessments:

Risk Profile: 'Weaker'

Revenue Robustness: 'Weaker'

Revenue Adjustability: 'Weaker'

Expenditure Sustainability: 'Midrange'

Expenditure Adjustability: 'Weaker'

Liabilities and Liquidity Robustness: 'Weaker'

Liabilities and Liquidity Flexibility: 'Weaker'

Debt sustainability: 'aaa'

Support (Budget Loans): 'N/A'

Support (Ad Hoc): 'N/A'

Asymmetric Risk: 'N/A'

Rating Cap (LT IDR): 'BB-'

Rating Cap (LT LC IDR) 'BB-'

Rating Floor: 'N/A'

Quantitative assumptions - Issuer Specific

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2019-2023 figures and 2024-2028 projected
ratios. The key assumptions for the scenario include:

- Yoy 4.7% increase in operating revenue on average in 2024-2028
driven by economic activity in the city;

- Yoy 5.9% increase in operating spending on average in 2024-2028
driven primarily by inflation;

- Net capital balance at negative AMD23.4 billion on average in
2024-2028, at elevated levels relative to historical averages;

- Apparent cost of debt on average 6.3% in 2024-2028, driven by the
key interest rate in Armenia.

Issuer Profile

Yerevan is the capital of Armenia and the largest metropolitan area
in the country. At end-2021 it had a population of nearly 1.1
million. The economy is dominated by the services sector and in
comparison with international peers its wealth metrics are modest.
The city's accounts are cash-based, and its budget framework covers
a single year.

RATING SENSITIVITIES

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

- Negative rating action on Armenia would lead to corresponding
action on Yerevan's ratings

- A downward revision of the SCP below 'bb-', which could be driven
by a material deterioration of the city's debt sustainability
leading to a payback ratio above 9x on a sustained basis under
Fitch's rating case

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

- Yerevan's IDRs are currently constrained by the sovereign
ratings. Therefore, positive rating action on the sovereign could
lead to corresponding action on Yerevan's IDRs

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.

DISCUSSION NOTE

Committee date: 04 June 2024

There was an appropriate quorum at the committee and the members
confirmed that they were free from recusal. It was agreed that the
data was sufficiently robust relative to its materiality. During
the committee no material issues were raised that were not in the
original committee package. The main rating factors under the
relevant criteria were discussed by the committee members. The
rating decision as discussed in this rating action commentary
reflects the committee discussion.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Yerevan's IDRs are capped by Armenia's sovereign IDRs.

   Entity/Debt            Rating          Prior
   -----------            ------          -----
Yerevan City     LT IDR    BB- Affirmed   BB-
                 ST IDR    B   Affirmed   B
                 LC LT IDR BB- Affirmed   BB-




===================
A Z E R B A I J A N
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AZERBAIJAN: S&P Affirms 'BB+/B' Sovereign Credit Ratings
--------------------------------------------------------
S&P Global Ratings, on June 7, 2024, affirmed its 'BB+/B' long- and
short-term foreign and local currency sovereign credit ratings on
Azerbaijan. The outlook is stable.

Outlook

The stable outlook reflects S&P's expectation that, despite a
projected medium-term decline in oil production, Azerbaijan's
significant fiscal and external buffers will help to shield the
economy against any renewed terms-of-trade shocks.

Downside scenario

S&P could lower the ratings if Azerbaijan's fiscal balances prove
weaker than it expect over the medium term. This could happen, for
example, because aging oil fields result in oil production
declining faster than it expects. Reduced hydrocarbon earnings
could also weigh on Azerbaijan's broader economic performance,
compared with that of peers.

S&P could also lower the ratings in a scenario of renewed military
conflict with Armenia.

Upside scenario

S&P could raise the ratings if regional geopolitical risks subsided
while Azerbaijan accumulated significant additional fiscal buffers,
compared with our current forecast.

Rationale

Azerbaijan's strong fiscal and external stock positions support the
sovereign ratings. The government has accumulated substantial
liquid assets within the sovereign wealth fund SOFAZ. S&P said, "We
forecast that the government will have access to liquid assets of
nearly 70% of GDP through 2027 and that gross general government
debt will stabilize around 20% of GDP. We expect Azerbaijan will
continue to run twin fiscal and current account surpluses over the
next three years, which is based on our projected oil prices of $85
per barrel (/bbl) on average for the remainder of 2024 and $80/bbl
thereafter."

At the same time, Azerbaijan's economy remains concentrated in the
oil and gas sector, which accounts for close to 50% of GDP, and 80%
of goods and services exports. Consequently, Azerbaijan remains
vulnerable to any potential adverse changes in hydrocarbon prices.
In 2015, for example, on the back of lower oil prices, Azerbaijan's
government deficit deteriorated by over 7 percentage points (ppts)
of GDP, the current account weakened by 14 ppts of GDP, net
reserves declined by over half, households and companies shifted
savings into dollars, and the exchange rate was devalued. In S&P's
view, while Azerbaijan's buffers are sizable, they cannot fully
protect its concentrated economy from all the consequences of a
drop in key export prices, especially if such a drop proved to be
sustained, while a structural decline in oil production further
constrains the size of these protective buffers.

S&P's ratings on Azerbaijan also remain constrained by weak
institutional effectiveness and still limited monetary policy
flexibility.

Institutional and economic profile: Limited diversification away
from hydrocarbons

-- Azerbaijan's oil output remains on a long-term declining trend
as oil fields age. Gas production is approaching a plateau after
production ramp-ups in recent years and will likely increase only
marginally from 2023 levels over the medium term.

-- S&P forecasts Azerbaijan's growth at just below 2% on average
over 2024-2027, reflecting stagnating hydrocarbon output and growth
in the non-oil sector of 3%-4% annually.

-- Azerbaijan's institutional environment remains weak and
political power is centralized around the presidential
administration.

Azerbaijan remains in talks with Armenia on a comprehensive peace
deal, amid a shifting geopolitical situation across the region.
Following a one-day military offensive in September 2023,
Azerbaijan gained control over the parts of the Karabakh territory
it had not seized in 2020. This region has been at the crux of a
dispute between Azerbaijan and Armenia for decades, triggering a
war in the 1990s and in September-November 2020, when Azerbaijan
captured significant parts of Karabakh and surrounding territories.
Following the brief September 2023 escalation, the local Armenian
authorities in Karabakh surrendered and a ceasefire promptly
ensued, followed by an agreement to transfer the region to full
Azerbaijani control. The development led to a mass and swift
departure of ethnic Armenians from Karabakh to Armenia.

One of the points of contention in signing the peace treaty remains
the process of border demarcation. Armenia's government earlier
agreed to Azerbaijan's demands to hand over several exclave
villages inside its borders. This has led to public protests
against this decision in Armenia with protesters demanding the
resignation of Armenian Prime Minister Nikol Pashinyan.
Nevertheless, the two sides have stepped up bilateral negotiations,
which have been held in several capitals in Europe and the
Commonwealth of Independent States. Official statements suggest
that it remains possible to sign the agreement before the COP-29
conference in Baku scheduled for November 2024.

Strained relations with Armenia have recently also had broader
foreign policy repercussions. In particular, Azerbaijan's relations
with France have deteriorated over what Azerbaijan considers
France's more pro-Armenia position. In February 2024 Azerbaijan's
parliament adopted a statement calling for severing ties with
France and the expulsion of French companies. S&P notes that no
concrete actions have so far materialized from this, but risks
remain given that several French companies operate in Azerbaijan,
including TotalEnergies, which is currently developing the Absheron
gas field project. France subsequently recalled its ambassador to
Azerbaijan for consultations, but the ambassador recently returned
to Baku.

In February 2024 Azerbaijan held a snap presidential election,
which incumbent President Aliyev won with more than 92% of the
vote. S&P doesn't expect any significant changes in policy in the
election's aftermath. Political power in Azerbaijan remains
concentrated with the president and his administration, and there
are limited checks and balances. The current president succeeded
his father Heydar Aliyev in 2003 and has remained in power since.

There are material gaps in economic data published by Azerbaijan's
authorities. For instance, there are no volume national income
accounts available broken down by expenditure. Also lacking is the
international investment position data for the overall economy.

Azerbaijan's economic growth has exhibited a stronger pattern
throughout the first four months of 2024 with real GDP expanding by
4.3% year on year, predominantly driven by the non-oil sector,
while the oil sector contracted. This follows a muted full-year
growth performance of 1.1% in 2023. Over January-April 2024 the
non-oil sector grew by almost 8% with an expansion of cargo and
passenger transportation, information and communication services,
and retail trade turnover. S&P said, "We also note the strong
growth in the construction sector, which reflects the investments
the authorities are undertaking in the captured Karabakh region. If
it were not for the Karabakh-related investments, we think that
implied growth in the non-oil sector would be weaker."

S&P said, "We expect the non-oil sector to grow by 3%-4% annually
over the medium term. Structural reforms and sustained economic
diversification efforts have been limited, in our view, which will
be an obstacle for faster growth."

In parallel, S&P expects the output in the hydrocarbon sector
(which accounts for around 50% of Azerbaijan's nominal GDP) will
broadly stagnate over 2024-2027. This forecast is based on the
following expectations:

-- Oil output remaining at an average 0.65 million bbl per day
(mbpd) through 2027. Production has been on a steady declining
trend in recent years as key oil fields, such as
Azeri-Chirag-Gunashli, continue to age, falling to 0.65 mbpd in
2023 from 0.79 mbpd in 2019. As a result, Azerbaijan has been
continuously producing below the quotas allocated to it by OPEC+.
S&P expects some stabilization in the next few years as continued
decline in some fields will be offset by small capacity additions
at others. Longer term, however, production will likely continue
falling.

-- Gas production stabilizing at close to 35 billion-36 billion
cubic meters (bcm) annually. Azerbaijan's gas output has grown
substantially since 2018, when production commenced at the key Shah
Deniz II (SDII) gas field (production of roughly 16 bcm at
plateau), operated by BP. The two related pipelines--the
Trans-Anatolian Natural Gas Pipeline and the Trans-Adriatic
Pipeline--carrying gas to Turkiye and Europe, respectively, became
operational in 2019 and 2020. In July 2023 production also started
at the smaller Absheron gas and condensate field (approximately 1.5
bcm), operated jointly by TotalEnergies and State Oil Company of
the Republic of Azerbaijan (SOCAR). Given that the vast majority of
production ramp-up has already happened, S&P estimates that
Azerbaijan is approaching peak gas production, which will be
maintained for several years.

There are several projects that could further expand gas production
over the longer term, beyond our forecast horizon. These include:

-- The next phase of the Absheron field (expanding production from
1.5 bcm a year to 5.0 bcm); and

-- Azeri-Chirag-Guneshli (ACG) deep gas development, exploring the
possibility of extracting gas from underneath the currently
producing ACG oilfield (S&P understands that the scale of
production is not clear so far).

The above-mentioned projects are in the planning stage and will
take several years to complete, once and if the decisions to
proceed are taken. S&P also notes that the key export South
Caucasus Pipeline is operating at near full capacity, so any
additional net gas exports, including to Europe, will require
further expansion of the pipeline infrastructure. Such an expansion
would, in turn, necessitate reaching agreements between Azerbaijan
and key European buyers of its gas about long-term volumes of
supplies and its pricing.

Flexibility and performance profile: Sizable fiscal and external
net asset positions

-- S&P forecasts that Azerbaijan will retain twin fiscal and
current account surpluses averaging 1.7% of GDP and 7% of GDP over
2024-2027 respectively.

-- Azerbaijan will also retain an average general government net
asset position of around 50% of GDP through 2027.

-- Monetary policy effectiveness remains limited, constrained by
the central bank's limited operational independence, heavy
intervention in the foreign exchange market, and underdeveloped
local currency capital markets.

S&P said, "We consider that Azerbaijan's strong external stock
position will remain a core rating strength, reinforced by the
substantial foreign assets accumulated at SOFAZ. We estimate that
external liquid assets will surpass external debt through 2027 and
the net international investment position will average 68% of GDP
in 2024-2027. Although Azerbaijan remains vulnerable to potential
terms-of-trade volatility, we consider that its large net external
asset position will serve as a buffer that could mitigate the
potential adverse effects of economic cycles on domestic economic
development. Based on our oil price and production forecasts, we
expect that Azerbaijan's current account surplus will average 7% of
GDP over 2024-2027, following a record 30% of GDP current account
surplus in 2022, the highest level in over a decade.

"We forecast general government fiscal surpluses to average 1.7% of
GDP over 2024-2027, gradually declining toward balance as
expenditure increases (including on additional investments in
Karabakh), while oil production remains flat. The authorities have
made provision for a recurrent deficit in the consolidated budget
in the next several years, but this is based on an average oil
price of $60/bbl, versus our forecast price of $80/bbl. Indeed,
given the actual average oil price over 2021-2023 exceeded the
budgeted one, Azerbaijan recorded a 7% of GDP average general
government surplus against the official deficit projections. We
forecast a general government surplus of 3.4% of GDP in 2024.

"Despite a rapid increase in natural gas production volumes in
recent years, we consider that the related fiscal receipts for the
government will remain markedly lower than from oil. For instance,
even with the much higher recent prices for gas, the proceeds from
Shah Deniz gas sales transferred to SOFAZ over 2023 amounted to
about $1.3 billion compared with almost $7 billion for oil sales
from the ACG field.

"Azerbaijan's net fiscal asset position remains strong, mirroring
its external position and supporting the sovereign ratings. We
expect that the net general government asset position will remain
about 50% of GDP through 2027. In calculating net general
government debt, we include our estimate of SOFAZ's external liquid
assets. We exclude less-liquid exposures equivalent to about 14% of
2023 GDP--including the fund's domestic investments and certain
equity exposures abroad--because we consider that they could not be
liquidated quickly when needed." Azerbaijan is far more transparent
than many of its peers (such as those in the Gulf Cooperation
Council) about the composition of its assets and size of the
sovereign wealth fund. For example, SOFAZ publishes detailed
audited annual reports with granular information on the categories
of investments it holds.

The government owns a majority stake in International Bank of
Azerbaijan (IBA), and in 2017 the government restructured the bank
and assumed some of its debt. The government has also transferred
IBA's nonperforming loans--with a book value of about Azerbaijani
manat (AZN) 10 billion--to AqrarKredit, a state-owned nonbanking
credit organization funded by the Central Bank of Azerbaijan
(CBAR). There is a government guarantee on the loans provided to
AqrarKredit by CBAR. S&P therefore includes AqrarKredit's
sovereign-guaranteed loans of AZN9.5 billion in our general
government debt calculations.

Excluding the guaranteed debt of AqrarKredit, Azerbaijan's direct
gross government debt is low, totaling 14% of GDP at the end of
2023. Of this, around a third is domestic debt denominated in local
currency, while the rest represents external foreign-currency
denominated debt. In turn, around 65% of external debt pertains to
bilateral and multilateral creditors, while 35% was in the form of
Eurobonds as of end-2023.

S&P forecasts that Azerbaijan will retain the manat's de facto peg
to the U.S. dollar at AZN1.7 to $1.0, supported by the authorities'
regular interventions in the foreign-currency market. Nevertheless,
should hydrocarbon prices drop sharply and remain low for a
prolonged period, S&P assumes the authorities might consider
adjusting the exchange rate to protect CBAR foreign currency
reserves from a significant decline, like the one that happened in
2015.

S&P said, "Despite the improved predictability brought about by
fixing the manat exchange rate to the dollar, it deprives CBAR of
the ability to conduct an independent monetary policy, which, in
our view, is also curtailed by the bank's still-limited operational
independence. Domestic deposit dollarization has notably declined
in recent years, to 37% as of April 2024 from 55% before the
pandemic. We consider that a significantly higher average interest
rate on national currency deposits of 8.4%, compared with 2.5% for
foreign currency deposits, against the background of the stable
exchange rate, and favorable, above-budgeted oil prices have
improved the attractiveness of savings in manat. That said, we
consider that in a scenario of downward pressure building on the
manat exchange rate, domestic residents could quickly re-dollarize
to hedge their inflation and foreign exchange risks.

"In our view, Azerbaijan's banking industry continues to show signs
of recovery from a protracted correction. After several years of
stagnation, lending activity has rebounded since 2020 and we expect
that the gradual easing of monetary conditions should support
lending growth over 2024-2025. We think nonperforming loans (NPLs)
could moderately increase to about 4.0% over the next two years,
compared with 2.6% officially reported by the central bank at
year-end 2023, as loan portfolios gradually season.

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

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

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

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

  Ratings List

  RATINGS AFFIRMED

  AZERBAIJAN

  Sovereign Credit Rating                BB+/Stable/B

  Transfer & Convertibility Assessment   BB+




===========
F R A N C E
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TEREOS SCA: Fitch Alters Outlook on 'BB' LongTerm IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has revised Tereos SCA's Outlook to Positive from
Stable and affirmed its Long-Term Issuer Default Rating (IDR) at
'BB', and the senior unsecured debt issued by Tereos Finance Groupe
1 SA (FinCo) at 'BB' with the Recovery Rating of 'RR4'.

The Positive Outlook reflects Fitch's expectations that Tereos will
maintain its readily marketable inventories (RMI) adjusted reduced
leverage under 3.0x over FY25-FY28 (financial year ending 31
March). This will be due to anticipated further debt reduction and
sustainably strong EBITDA margins of above 12%, even assuming
normalisation of sugar prices after peak levels in FY23-FY24. The
Positive Outlook is also supported by a record of EBITDA generation
of above EUR700 million due to Tereos's improved operating
efficiency, with a flexible cost structure and a shift to
sustainably positive free cash flow (FCF) projected for FY25-FY28.

Tereos's rating continues to reflect its resilient market position
as the second-largest sugar producer globally, with an asset-heavy
business model, operations and raw material sources spread across
Europe and Latin America, and a pricing mechanism for sugar beet
supply that protects profitability from sugar price swings. It also
has moderate product diversification and a mid-sized scale compared
with that of global commodity traders.

KEY RATING DRIVERS

Profit Peaks in FY24: Tereos had record profit again in FY24, with
EBITDA remaining at EUR1.1 billion (15% margin), due to
persistently high sugar prices, execution of its sales and hedging
strategy, cost management, and operating efficiency gains. In
addition, sugar and ethanol prices were kept high due to high oil
prices, because of ethanol's use as a competitively priced input to
be blended with gasoline, and as sugar cane is used to produce both
sugar and ethanol. Ethanol prices in Brazil also benefit from
favourable legislation for customers using ethanol as fuel for
vehicles.

Sugar Price Correction: Sugar prices have started to moderate from
2024 (-8% YTD) due to growing exports from Brazil and easing
concerns about tight supplies in key Asian markets that were facing
domestic production shortfalls amid an El Niño weather phenomenon.
At the same time, its updated market assumption includes sugar
prices being above historical averages over FY25-FY28 because
global sugar supply is likely to remain tight over the period,
balancing limited expansion in global sugar beet and cane crops
against continued demand growth and increasing production of
ethanol.

Profits to Normalise: Assuming sugar prices will fall by as much as
13% in FY25, Fitch expects EBITDA to fall to near to EUR870
million, leaving a 14.2% margin, and to further decline towards
EUR720 million during FY26-FY28. Fitch expects Tereos will maintain
some of the profitability gains achieved via an optimised
industrial set up and recent savings from operating efficiency and
decarbonisation initiatives. Improved visibility of the scope of
Fitch's EBITDA margin structural shift on a through-the-cycle basis
beyond 12% is one of the factors that could lead to a positive
rating action over the next 18-24 months.

Improved FCF Generation: Fitch expects FCF to remain resilient at
around 1% of revenue over FY25-FY28 as working-capital requirements
normalise alongside falling sugar prices, and with operating cash
flow sufficient to fund the company's planned increase in capex for
FY25-FY26, linked to sustainability and efficiency projects, before
normalising at around 6.5% from FY27. Sustainably positive FCF
suggests an additional opportunity for further debt reduction in
the next three years, toward EUR2.3 billion (Fitch-calculated net
debt including factoring).

Conservative Financial Policy: Fitch projects RMI-adjusted EBITDA
net leverage at 2.4x in FY25 (FY24E: 2.1x) increasing to 2.7x-3.0x,
strong for the rating levels, which is reflected in the Positive
Outlook. The company's commitment to a conservative financial
policy is an important factor supporting the change in the Outlook
to Positive. Tereos maintains its target of reducing net debt
towards EUR2 billion (excluding EUR287 million factoring, which
Fitch adds back to its debt calculation), which should translate
into RMI-adjusted leverage sustainably below 3.0x. This target, set
in January 2021, has good support from farmer members of the
cooperative.

Cost Structure Flexibility: Since 2020, Tereos has been supplying
sugar beet from its members in France at prices based on a formula
linked to sugar prices in the region, which helps soften the EBITDA
impact from low market prices. It also allows flexibility to adjust
input beetroot prices, avoiding sharp swings in EBITDA, as was the
case in FY19. The resilience of Tereos's profitability in Brazil is
supported by vertical integration (around 50% of sugar cane is
farmed in-house) and Tereos's ability to switch between sugar and
ethanol production according to the products' varying
profitability.

Strong Market Position: Tereos's business profile is commensurate
with the mid-to-high end of the 'BB' rating category through the
cycle. This reflects its large operational scope and strong
position in a commodity market, and its moderate long-term growth
prospects. Diversified production in the EU and Brazil, and a
presence in starches and sweeteners and expansion in protein
products, reduce its reliance on sugar and ethanol operations.

The flexibility to alternate between sugar and ethanol processing,
depending on market prices, as well as a flexible pricing mechanism
for beetroot procurement agreed with its member farmers, also
supports profit-margin resilience. This is balanced by the inherent
volatility of Tereos's business profile, which, together with its
moderate scale, continues to constrain the rating in the 'BB'
rating category.

DERIVATION SUMMARY

Tereos's 'BB' IDR is three notches below those of larger and
significantly more diversified commodity traders and processors
Viterra Limited (BBB/Rating Watch Positive) and Bunge Global SA
(BBB/Rating Watch Positive). The two peers, however, have lower
EBITDA margins (around 3%) than Tereos (15%) in FY24 (around 12%
projected by Fitch through the cycle).

Fitch rates Tereos at the same level as Andre Maggi Participacoes
S.A. (Amaggi; BB/Stable), an integrated agribusiness company based
in Brazil. Both companies have an asset-heavy business model.
Tereos now has higher EBITDA and better geographic diversification
in commodity sourcing, whereas Amaggi is heavily reliant on one
region. Tereos's rating further benefits from the conservative
financial policy.

Despite its expectations for lower leverage and comparable product
concentration, Tereos is rated two notches above Aragvi Holding
International Limited (B+/Stable), as it has greater business
scale, wider sourcing markets and lower operating environment risk,
as well as a stronger asset base and a longer operating record.
Raizen S.A. (BBB/Stable), the leading sugar and ethanol producer in
Brazil, benefits from implicit support from shareholders, much
bigger scale, and lower leverage, which explains the three-notch
differential.

KEY ASSUMPTIONS

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

- US dollar/euro at 0.9x and dollar/Brazilian real at 5.7x over
FY25-FY28

- Revenue decline of 14% in FY25 and by 5% in FY26, mainly driven
by its assumption of contracting sugar prices

- International No.11 sugar price averaging at USD0.195/lb in FY25
and USD0.18/lb over FY26-FY28

- Fitch-adjusted EBITDA margin of 14% in FY25 and around 12% to
FY28, translating to EBITDA at a sustainable level of above EUR700
million

- Annual average capex of around EUR400 million in FY25-FY28

- Dividends per share (including price compliments to cooperative
members) paid to cooperative members of EUR70 million in FY25,
EUR47 million in FY26, EUR44 million in FY27 and EUR39 million in
FY28

- No asset divestments over FY25-FY28 nor M&A

- Credit lines used to finance operations are renewed

RATING SENSITIVITIES

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

- Higher diversification of operations by sourcing and processing
region or by commodity

- Maintenance of an EBITDA margin of at least 12%, reflecting
benefits of vertical integration

- Strict financial discipline and maintenance of positive FCF on a
sustained basis

- Consolidated (RMI-adjusted) EBITDA net leverage, consistently
below 3x and (RMI-adjusted) EBITDA/net interest coverage of at
least 4.5x

- Liquidity ratio (cash and marketable securities plus RMI plus
account receivables/total short-term liability) improving towards
1.0x on a sustained basis

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

- Reduced financial flexibility, as reflected in EBITDA interest
coverage (RMI-adjusted) falling permanently below 3.0x, or an
inability to maintain adequate availability under committed
medium-term credit lines

- Liquidity ratio below 0.7x on a sustained basis

- EBITDA dropping below EUR600 million on a sustained basis

- Consolidated (RMI-adjusted) EBITDA net leverage above 4.0x on a
sustained basis

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Tereos's internal liquidity score slightly
improved to 0.7x at FYE24 (FYE23:0.6x; defined as unrestricted cash
plus RMI plus accounts receivables divided by total current
liabilities). The company has sufficient resources of EUR706
million of undrawn committed revolving credit facilities and EUR601
million of cash balance, which, together with its projection of a
positive FCF of EUR159 million, should be more than sufficient to
cover the debt due in FY25 and other liquidity needs.

ISSUER PROFILE

Tereos is the world's second-largest sugar, alcohol and ethanol
producer, and the third-largest starch producer in Europe. The
company is a cooperative, with around 10,700 cooperative farmer
shareholders, who are based in France and supply sugar beet to the
group.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG CONSIDERATIONS

Tereos has an ESG credit relevance score of '4' for Waste &
Hazardous Materials Management as the volumes of its sugar
production in France are affected by regulation that restrains the
use of nicotinoid-based insecticides in beetroot farming. This has
a negative impact on the credit profile and is relevant to the
rating in conjunction with other factors.

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

   Entity/Debt              Rating        Recovery   Prior
   -----------              ------        --------   -----
Tereos Finance
Groupe I SA

   senior unsecured   LT     BB  Affirmed   RR4      BB

Tereos SCA            LT IDR BB  Affirmed            BB




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

APLEONA GROUP: Moody's Rates EUR835MM Secured Term Loan 'B2'
------------------------------------------------------------
Moody's Ratings affirmed Apleona Group GmbH's (Apleona or the
company) Corporate Family Rating and Probability of Default Rating
at B2 and B2-PD respectively. Moody's also assigned a B2 instrument
rating to the proposed EUR835 million backed senior secured term
loan B3 and affirmed the B2 ratings of the existing backed senior
secured EUR765 and EUR210 million term loans, the upsized EUR258
million multi-currency backed senior secured bonding facility and
the upsized EUR167 million backed senior secured revolving credit
facility. All debt instruments are issued by Apleona Holding GmbH.
The outlook on Apleona and Apleona Holding GmbH remains stable.

TRANSACTION OVERVIEW

The company will use the proceeds from the proposed term-loan
issuance, cash on balance sheet and RCF drawings to pay a dividend
of EUR409 million to its original shareholders, repay EUR175
million preferred equity outside of the restricted group which was
incurred in connection with the acquisition of Gegenbauer in 2023,
pay the purchase price consideration of EUR61 million for the
acquisition of Diehl Group and refinance the EUR210 million senior
secured term loan tranche B2. Moody's will withdraw the rating of
the EUR210 million senior secured term loan upon repayment. In
connection with the transaction the company also aims to increase
commitments under its senior secured revolving credit facility to
EUR167 million from currently EUR152 million and commitments under
existing bonding lines to EUR258 million from currently EUR243
million.

RATINGS RATIONALE

The B2 rating assigned to the proposed EUR835 million term loan
reflects its pari-passu ranking with existing instruments in the
capital structure. The affirmation of Apleona's B2 ratings reflects
Moody's view that despite a substantial re-leveraging to facilitate
shareholder returns, Apleona's Moody's adjusted leverage in 2024
will be at around 6x compared to close to 7x for 2023 and proforma
the proposed transaction, as the company's EBITDA generation will
continue to benefit from the realization of synergies from the
acquisition of Gegenbauer, ongoing cost control measures and
continued underlying organic growth in Apleona's addressable
market. This view is underpinned by a business model characterized
by high revenue visibility due to existing medium term contracts
with more than 90% of them containing clauses allowing for a cost
pass through. The affirmation of the ratings also reflects Moody's
expectation of solid FFO generation in 2024, despite additional
cash outflows for the implementation of synergies and IT
implementation. Nevertheless the proposed transaction weakens
Apleona's positioning in the B2 rating category, leaving limited
headroom for further debt financed acquisitions or shareholder
distributions. Following the transaction there also will remain at
least EUR142 million of preference shares outside of the restricted
group and a repayment of those could result in a re-leveraging
within the lending group.

Apleona's rating remains supported by its large scale in a fairly
fragmented market, good earnings visibility, diversified client
base; and its focus on the technical facility management services
market, which benefits from low cyclicality and solid underlying
demand fundamentals as well as low capital intensity supporting
solid cash conversion.

In addition to its high leverage Apleona's rating remains
constrained by its exposure to Germany, Switzerland and Austria,
where the company generates around 80% of its revenues and
competition is intense and margins are relatively low, due to a
fragment market structure. In this context Apleona's rating also
remains sensitive to event risks stemming from M&A activity. Other
non-idiosyncratic risks come from the slowdown of economic activity
and inflationary pressures.

LIQUIDITY PROFILE

Apleon's liquidity profile is good and supported by around EUR40
million of cash on balance sheet following the transaction, around
EUR127 million availability under its EUR152 million senior secured
RCF and expected FFO generation in excess of EUR100 million per
annum. These sources are sufficient to accommodate sizeable swings
in working capital and capital expenditure of around EUR60 million
(including operating leases) per annum.

STRUCTURAL CONSIDERATIONS

The B2 rating of the senior secured instruments borrowed by Apleona
Holding GmbH is in line with the B2 CFR of the group, as the
instruments represent the only material class of debt in the
capital structure and benefit from opco guarantees.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that over the next
12-18 months Apleona's credit metrics will remain adequately
positioned with respect to Moody's rating guidance.

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

Moody's could upgrade Apleona's rating if its leverage remains well
below 5.0x debt/EBITDA (Moody's-adjusted) on a sustained basis; its
EBITA/Interest remains above 2.5x and its liquidity turns strong
with free cash flow (FCF)/debt increasing towards the high-single
digits in percentage terms for a sustained period.

Moody's could downgrade Apleona's rating if the company's financial
leverage is above 6.0x debt/EBITDA (Moody's-adjusted), its EBITA/
interest coverage approaches 1.7x or if its liquidity weakens or
its FCF turns negative on a sustainable basis.

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

COMPANY PROFILE

Apleona Group was created from the carve-out of the building and
facilities division of Bilfinger SE in 2016. Headquartered in
Neu-Isenburg, Germany, Apleona is a major facility services
provider with a focus on non-residential properties. Proforma for
the Gegenbauer acquisition the company generated revenues of around
EUR3.6 billion in 2023.


APLEONA GROUP: S&P Affirms 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Apleona Group and its financing subsidiary Germany based Apleona
Holding GmbH, and its 'B' issue rating and '3' recovery rating
(indicating its expectation for about 55% recover) on its senior
secured debt, including the proposed incremental EUR625 million TLB
and repriced EUR210 million TLB (which will be rolled into a new
EUR835 million TLB3).

The stable outlook reflects S&P's view that Apleona will
successfully integrate Gegenbauer Group (GB), continue to report
sound organic revenue growth, and strengthen S&P Global
Ratings-adjusted EBITDA margins toward 8.5% in the next 12 months,
supporting positive free operating cash flow (FOCF), despite
expected integration costs.

Credit metrics remain within the threshold for the 'B' rating,
despite the contemplated debt-funded distribution to shareholders.
Apleona is raising a EUR625 million first-lien TLB to distribute
EUR584 million to its shareholders. It is also repricing its EUR210
million first-lien TLB raised in 2023. Of the EUR584 million,
EUR175 million will be used to repay preferred equity (out of total
EUR317 million) held by minority interest holder GB and the rest to
the original shareholders, PAI Partners and other co-investors. The
company also plans to upsize its existing revolving credit facility
(RCF) and bonding lines by EUR15 million each to EUR167 million and
EUR258 million, respectively. S&P forecasts S&P Global
Ratings-adjusted debt of about EUR2 billion in 2024, after the
transaction, including:

-- EUR765 million existing TLB1;

-- EUR835 million new TLB3;

-- About EUR142 million as remaining preferred equity contribution
from GB, which we treat as debt, given that these instruments can
be redeemed for cash and contain some debt-like features;

-- EUR25 million as remaining deferred compensation due in 2025;

-- EUR106 million of pension liabilities;

-- EUR19 million as contingent consideration toward existing
mergers and acquisitions;

-- Lease liabilities, which we forecast to be about EUR123 million
in 2024; and

-- EUR14 million as trade receivables sold.

S&P said, "The contemplated transaction will increase S&P Global
Ratings-adjusted leverage to 6.4x in 2024, compared with our
previous expectation of 4.9x. We note that this is the first
dividend distribution since PAI Partners acquired Apleona in 2021
and we have not factored any additional distributions to
shareholders in our forecast. We also forecast FFO cash interest
coverage of 2.5x to 3.0x in 2024 and 2025, alongside sound FOCF.
Although the transaction will reduce Apleona's rating headroom,
these metrics remain commensurate with the current rating.

"We forecast strong operating performance in 2024 and 2025, driven
by successful integration of GB and synergy realization. We expect
organic revenue growth of about 7% annually driven by strong growth
in all the company's segments. This is fueled by new contract wins,
additional services, a strong order backlog, and bolt-on
acquisitions. Apleona's revenue growth is typically fueled by
increasing outsourcing and its ability to provide integrated
technical facility management (FM) services that have greater
customer retention rates and less competition than single-service
offerings. Furthermore, Apleona recently acquired Diehl Group in
Germany, which will further strengthen Apleona's Building
Technology segment and which benefits from the demand for
energy-efficient refurbishments. We also expect EBITDA margins to
improve toward 8.5% in 2025. This includes about EUR48 million
synergies implemented by year-end 2024 with full-year effect in
2025. This is partially offset by about EUR39 million of costs in
2024 and EUR26 million in 2025 associated with implementation of
synergies, information technology integration, and enterprise
resource planning transformation.

"Based on a higher EBITDA base, capital expenditure (capex) of
about EUR23 million-EUR25 million in 2024 and 2025 (0.6% of sales)
and working capital investment of EUR20 million in 2024 and EUR13
million in 2025, we forecast FOCF of around EUR120 million in 2024
increasing to more than EUR150 million in 2025.

"The stable outlook reflects our view that Apleona will
successfully integrate GB, continue to report sound organic revenue
growth, and strengthen adjusted EBITDA margins toward 8.5% in the
next 12 months, supporting positive FOCF generation despite
expected integration costs."

S&P could lower the rating if Apleona underperformed our forecast,
resulting in negative FOCF for a prolonged period or FFO cash
interest coverage declining below 2x. This could happen if:

-- The company faced unexpected operational issues or increased
competition, or incurred higher-than-expected exceptional costs,
combined with significant delay in synergy realization affecting
profitability and operating cash flow; or

-- Apleona undertakes further aggressive transactions in the form
of large debt-funded acquisitions or cash returns to shareholders.

S&P could raise the rating if the company increased the scale and
diversity of its business and profitability. Additionally, S&P
could raise the rating if:

-- Adjusted leverage declined to around or below 5x and FFO to
debt improved to above 10% on a sustained basis; and

-- The financial sponsor committed to a prudent financial policy
to maintain credit metrics at these improved levels.




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

CONTEGO CLO V: Fitch Affirms 'B+sf' Rating on Class F Debt
----------------------------------------------------------
Fitch Ratings has revised Contego CLO V DAC's class E and F notes
Outlook to Negative from Stable. All notes have been affirmed.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
Contego CLO V DAC

   A XS1825533950     LT  AAAsf   Affirmed   AAAsf
   B-1 XS1825534503   LT  AA+sf   Affirmed   AA+sf
   B-2 XS1825535146   LT  AA+sf   Affirmed   AA+sf
   C XS1825535815     LT  A+sf    Affirmed   A+sf
   D XS1825536466     LT  BBB+sf  Affirmed   BBB+sf
   E XS1825537191     LT  BB+sf   Affirmed   BB+sf
   F XS1825537274     LT  B+sf    Affirmed   B+sf

TRANSACTION SUMMARY

Contego CLO V DAC is a cash flow CLO mostly comprising senior
secured obligations. The transaction is actively managed by Five
Arrows Managers LLP and exited its reinvestment period in July
2022.

KEY RATING DRIVERS

Par Erosion; Heightened Refinancing Risk: The portfolio is below
reinvestment target par of approximately 0.7%. One asset is
reported as defaulted by the trustee and the transaction is failing
some tests, including the weighted average life (WAL) test and the
maximum allowance of fixed-rate assets. The Negative Outlooks on
the class E and F notes reflect their increased near- and
medium-term refinancing risk, with approximately 5.7% of the
portfolio maturing within the next 18 months and 30.5% in 2026.

In Fitch's opinion, this may lead to further deterioration of the
portfolio with an increase in defaults. The Negative Outlooks
indicate potential downgrades but Fitch expects the ratings to
remain within their current category.

Sufficient Cushion for Senior Notes: Although the par erosion has
reduced the default-rate cushion for all notes, the senior class
notes have retained sufficient buffer to support their current
ratings and should be capable of withstanding further defaults in
the portfolio. This supports the Stable Outlooks on the class A to
D notes.

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

High Recovery Expectations: Senior secured obligations comprise
97.3% of the portfolio. 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 (WARR) of the current portfolio as reported by the trustee is
65.1%, based on outdated criteria. Under the current criteria, the
Fitch-calculated WARR is 61.9%.

Diversified Portfolio: The transaction has a top-10 obligor
concentration limit of 20%. Concentration as calculated by Fitch is
16.2% and the largest issuer represents less than 1.7% of the
portfolio balance.

Deviation from MIRs: The 'AA+sf' ratings on the class B-1 and B-2
notes are a deviation from their model-implied ratings (MIR) of
'AAAsf', and the 'BBB+sf' rating on the class D notes is a
deviation from its MIR of 'A-sf'. The deviation reflects Fitch's
view that the default-rate cushion is not commensurate with the
MIRs, given heightened macro-economic and refinancing risk in the
near- and medium-term.

Reinvesting Transaction: The transaction exited its reinvestment
period in July 2022. However, the manager can reinvest unscheduled
principal proceeds and sale proceeds from credit-improved and
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 stressed
portfolio using the agency's matrix specified in the transaction
documentation. Fitch also applied a 1.5% haircut to the WARR as the
calculation of the WARR in the transaction documentation is not in
line with its latest CLO Criteria.

RATING SENSITIVITIES

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

Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a larger
loss expectation than initially assumed, due to unexpectedly high
levels of defaults and portfolio deterioration.

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

Upgrades may result from stable portfolio credit quality and
amortisation of notes leading to higher credit enhancement across
the structure.

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 this 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.


DRYDEN 32 EURO 2014: Fitch Affirms 'B+sf' Rating on Class F-R Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded Dryden 32 Euro CLO 2014 DAC's class
B-1-R, B-2-R, C-1-R and C-2-R notes, and affirmed the others. The
class C-1-R and C-2-R notes have been removed from Rating Watch
Positive (See 'Fitch Places 31 EMEA CLO Ratings on Rating Watch
Positive' for details).

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Dryden 32 Euro
CLO 2014 DAC

   A-1-R XS1864488553   LT AAAsf  Affirmed   AAAsf
   A-2-R XS1864488801   LT AAAsf  Affirmed   AAAsf
   B-1-R XS1864489106   LT AAAsf  Upgrade    AA+sf
   B-2-R XS1864489445   LT AAAsf  Upgrade    AA+sf
   C-1-R XS1864489874   LT AA-sf  Upgrade    A+sf
   C-2-R XS1864913196   LT AA-sf  Upgrade    A+sf
   D-1-R XS1864490294   LT BBB+sf Affirmed   BBB+sf
   D-2-R XS1864913519   LT BBB+sf Affirmed   BBB+sf
   E-R XS1864490534     LT BB+sf  Affirmed   BB+sf
   F-R XS1864490617     LT B+sf   Affirmed   B+sf

TRANSACTION SUMMARY

Dryden 32 Euro CLO 2014 DAC is a cash flow collateralised loan
obligation (CLO). The underlying portfolio of assets mainly
consists of senior secured obligations and is managed by PGIM
Limited. The deal exited its reinvestment period in November 2022.
As of the latest trustee report, it had EUR44.9 million cash in the
principal account.

KEY RATING DRIVERS

Performance Better Than Expectation: The portfolio's credit quality
remains largely stable. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below remains low at 2.3%, versus a limit of
7.5% per the latest trustee report dated 30 April 2024 Defaulted
assets represent 1.7% of the total collateral balance. While the
transaction is below target par by 2.7%, losses have been smaller
than its expectation. Further, the most senior notes are
deleveraging, leading to a modest increase in credit enhancement
(CE) for senior notes since the last review in August 2023. This
supports today's rating actions.

Junior Notes Sensitive to Deterioration: The class A to D notes'
Stable Outlook reflects their comfortable default-rate cushion at
their respective ratings. The Negative Outlook on the class E & F
notes reflects their moderate default-rate cushion at their ratings
as well as sensitivity to defaults of the most vulnerable credits
and refinancing risk of obligors with assets maturing prior to June
2026. This is based on its EMEA stress test that assumes the
immediate default of Fitch's top market concern loans (MCL) and
Tier 2 MCL and downgrades of up to two notches with a 'CCC-' floor
for Tier 3 MCL and issuers with asset that have maturities before
June 2026.

High Recovery Expectations: Senior secured obligations comprise
80.5% of the portfolio. 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 (WARR) of the current portfolio is 59.2% (based on its most
recent criteria).

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by trustee on 30 April 2024, is 20.2%,
and no obligor represents more than 2.7% of the portfolio balance.
Exposure to the three largest Fitch-defined industries is 23.2% as
calculated by the trustee. Fixed-rate assets reported by the
trustee are at 17.7% of the portfolio balance, versus a limit of
20%.

Transaction Outside Reinvestment Period: The manager can reinvest
unscheduled principal proceeds and sale proceeds from
credit-improved or -impaired obligations after the reinvestment
period, subject to compliance with the reinvestment criteria.
Although the transaction is failing the weighted average life (WAL)
test, the limit for senior secured bonds and loans test, the
manager can reinvest proceeds on a maintain-or-improve basis.

Given the manager's ability to reinvest, Fitch's analysis is based
on a stressed portfolio using the agency's collateral quality
matrices specified in the transaction documentation. Fitch analysed
the matrices with top-10 obligor limits of 20% and 23%. Fitch also
applied a haircut of 1.5% to the WARR as the calculation of the
WARR in the transaction documentation is not in line with the
agency's latest CLO Criteria.

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.

Deviation from MIR: The class D-1-R and D-2-R are one notch below
their model-implied ratings (MIR). The deviation reflects limited
default-rate cushion at their MIRs under the Fitch-stressed
portfolio and uncertain macro-economic conditions.

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 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

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 Dryden 32 Euro CLO
2014 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.


MONUMENT CLO I: S&P Assigns B-(sf) Rating on Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned credit ratings to Monument CLO I DAC's
class A to F European cash flow CLO notes. The issuer also issued
unrated subordinated notes.

Under the transaction documents, the rated notes 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 4.5 years after
closing, while the non-call period will end two years after
closing.

The 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 is bankruptcy remote.

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

  Portfolio benchmarks
                                                         CURRENT

  S&P weighted-average rating factor                    2,710.82

  Default rate dispersion                                 498.16

  Weighted-average life (years)                             5.08

  Obligor diversity measure                               104.61

  Industry diversity measure                               19.10

  Regional diversity measure                                1.24


  Transaction key metrics
                                                         CURRENT

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

  'CCC' category rated assets (%)                           0.00

  Actual 'AAA' weighted-average recovery (%)               38.28

  Floating-rate assets (%)                                 87.50

  Actual weighted-average spread (net of floors; %)         3.99


S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We understand that 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 EUR500 million target par
amount, the covenanted weighted-average spread (3.99%), the
covenanted weighted-average coupon (5.50%), and the identified
portfolio 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."

Until the end of the reinvestment period on Dec. 15, 2028, the
collateral manager may substitute assets in the portfolio for so
long as S&P's 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.

S&P said, "Under our structured finance sovereign risk criteria,
the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.

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

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

"Our credit and cash flow analysis show that the class B, C, D, and
E notes benefit from break-even default rate 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 ratings on the notes.
The class A notes can withstand stresses commensurate with the
assigned rating.

"For the class F notes, our credit and cash flow analysis indicate
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 we have rated and that have
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 26.21% (for a portfolio with a weighted-average
life of 5.08 years), versus if we were to consider a long-term
sustainable default rate of 3.1% for 5.08 years, which would result
in a target default rate of 15.75%.

-- 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.

S&P said, "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 our ratings are
commensurate with the available credit enhancement for the 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 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."


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

  A         AAA (sf)   300.00      40.00   Three/six-month EURIBOR

                                           plus 1.59%

  B         AA (sf)     60.00      28.00   Three/six-month EURIBOR

                                           plus 2.35%

  C         A (sf)      30.00      22.00   Three/six-month EURIBOR

                                           plus 3.15%

  D         BBB (sf)    32.50      15.50   Three/six-month EURIBOR

                                           plus 4.35%

  E         BB- (sf)    25.00      10.50   Three/six-month EURIBOR

                                           plus 7.08%

  F         B- (sf)     18.25       6.85   Three/six-month EURIBOR

                                           plus 8.57%

  Sub. Notes    NR      47.00        N/A   N/A

*The ratings assigned to the class A and B notes address timely
interest and ultimate principal payments. The ratings assigned to
the class C, D, E, and F notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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


PALMER SQUARE 2024-1: S&P Assigns B-(sf) Rating on Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Palmer Square
European CLO 2024-1 DAC's class A Loan and class A, B-1, B-2, C, D,
E, and F notes. The issuer also issued unrated subordinated notes.

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

The transaction has a 1.4 year non-call period and the portfolio's
reinvestment period will end approximately 4.45 years after
closing.

The assigned 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 loan and 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      2,692.57

  Default rate dispersion                                  581.96

  Weighted-average life (years)                              4.42

  Weighted-average life (years) extended to cover
  the length of the reinvestment period                      4.44

  Obligor diversity measure                                155.90

  Industry diversity measure                                22.47

  Regional diversity measure                                 1.32


  Transaction key metrics
                                                          CURRENT

  Total par amount (mil. EUR)                              400.00

  Defaulted assets (mil. EUR)                                   0

  Number of performing obligors                               186

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

  'CCC' category rated assets (%)                            0.50

  Actual 'AAA' weighted-average recovery (%)                37.46

  Actual weighted-average spread (%)                         4.02

  Actual weighted-average coupon (%)                         3.67


Rating rationale

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 primarily comprises 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 EUR400 million par amount,
the covenanted weighted-average spread of 3.82%, and the covenanted
weighted-average recovery rate for all classes of 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 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.

"We consider that the transaction's legal structure is bankruptcy
remote, in line with our legal criteria.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1 to F notes could withstand
stresses commensurate with higher rating levels than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings.

"The class A Loan and class A notes can withstand stresses
commensurate with the assigned ratings. Our ratings on the class A
Loan, class A, B-1, and B-2 notes address timely payment of
interest and principal, while our ratings on the class C, D, E, and
F notes (once drawn upon) address the payment of ultimate interest
and principal.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that the ratings assigned
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."

Environmental, social, and governance credit factors

S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Considering 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."

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

  A       AAA (sf)   121.00     38.00      Three-month EURIBOR
                                           plus 1.45%

  A Loan  AAA (sf)   127.00     38.00      Three-month EURIBOR
                                           plus 1.45%

  B-1     AA (sf)     33.50     26.50      Three-month EURIBOR
                                           plus 2.10%

  B-2     AA (sf)     12.50     26.50      5.65%

  C       A (sf)      22.00     21.00      Three-month EURIBOR
                                           plus 2.65%

  D       BBB- (sf)   27.00     14.25      Three-month EURIBOR
                                           plus 3.75%

  E       BB- (sf)    19.00      9.50      Three-month EURIBOR
                                           plus 6.68%

  F§      B- (sf)     12.00      6.50      Three-month EURIBOR
                                           plus 9.50%

Sub notes     NR      42.20       N/A      N/A

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

§The class F notes is a delayed drawdown tranche, which is not
issued at closing.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


RRE 12 LOAN: Fitch Assigns 'BB-(EXP)sf' Rating on Class D-R Notes
-----------------------------------------------------------------
Fitch Ratings has assigned RRE 12 Loan Management DAC's refinancing
notes expected ratings.

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

   Entity/Debt       Rating           
   -----------       ------           
RRE 12 Loan
Management DAC

   B-R           LT  A(EXP)sf     Expected Rating
   C-1-R         LT  BBB(EXP)sf   Expected Rating
   C-2-R         LT  BBB-(EXP)sf  Expected Rating
   D-R           LT  BB-(EXP)sf   Expected Rating

TRANSACTION SUMMARY

RRE 12 Loan Management DAC is a securitisation of mainly senior
secured obligations (at least 92.5%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. The
portfolio is actively managed by Redding Ridge Asset Management
(UK) LLP. The CLO will exit its reinvestment period in July 2027.
Its current weighted average life (WAL) covenant is 7.25 years. At
closing of the refinance, the class B-R, C-1-R, C-2-R and D-R notes
will be issued at reduced margins and the proceeds used to
refinance the existing notes. The class A-1, A-2A, A-2B,
performance notes, preferred return notes and the subordinated
notes will not be refinanced.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality: Fitch places the average credit
quality of obligors in the 'B'/'B-' range. The Fitch weighted
average rating factor (WARF) of the current portfolio is 24.4 as
reported by the trustee.

High Recovery Expectations: At least 92.5% of the portfolio
comprises senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch weighted average recovery
rate of the current portfolio as reported by the trustee is 62.6%.

Diversified Asset Portfolio: In conjunction with the refinancing,
the Fitch test matrix will be updated. This matrix will have
fixed-rate asset limits at 10% of the portfolio balance and a WAL
limit of seven years. The matrix has a top 10 obligor concentration
limit of 20%. The transaction also includes limits on the
Fitch-defined largest industry at a covenanted maximum 17.5% and
the three largest industries at 40%. These covenants ensure that
the asset portfolio will not be exposed to excessive
concentration.

Stable Performance: Since its last review in February 2024,
performance has been stable with the WARF remaining at around 24.5,
as reported by the trustee. The portfolio is currently 0.72% above
par. The transaction is passing its portfolio profile test,
collateral quality test and coverage test.

Transaction Inside Reinvestment Period: The transaction is within
its reinvestment period, which expires in July 2027, and the
manager can reinvest principal proceeds and sale proceeds subject
to compliance with the reinvestment criteria. Given the manager's
ability to reinvest, Fitch's analysis is based on a stressed
portfolio and tested the notes' achievable ratings across an
indicative Fitch test matrix, since the portfolio can still migrate
to different collateral quality tests.

Cash Flow Analysis: The WAL used for the transaction's stressed
portfolio and matrices analysis is 12 months less than the WAL
covenant, to account for structural and reinvestment conditions
post-reinvestment period, including the over-collateralisation and
Fitch's 'CCC' limitation tests, among others. Combined with loan
pre-payment expectations, this ultimately reduces the maximum
possible risk horizon of the portfolio.

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 current portfolio would have no impact on the class D-R notes,
and lead to downgrades of one notch for the class B-R to C-2-R
notes

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics of the current portfolio than the Fitch-stressed
portfolio, the notes have rating cushions to downgrades of up to
three notches.

Should the cushion between the current 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 across all ratings and a 25% decrease of the RRR
across all ratings of the Fitch stressed portfolio would result in
downgrades of up to four notches for the refinanced 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
portfolios would lead to upgrades of no more than two notches for
the class B-R to C-2-R notes and five notches for the class D-R
notes.

After the end of the reinvestment period, upgrades may occur in
case of stable portfolio credit quality and deleveraging, leading
to higher credit enhancement and excess spread available to cover
losses on the remaining portfolio.

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

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

DATA ADEQUACY

RRE 12 Loan Management 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 RRE 12 Loan
Management 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.




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

ELEVING GROUP: Fitch Hikes LongTerm IDR to 'B', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has upgraded Eleving Group's Long-Term Issuer Default
Rating (IDR) to 'B' from 'B-'. The Outlook is Stable. At the same
time, Fitch upgraded Eleving's senior secured debt rating to 'B'
from 'B-' The Recovery Rating is 'RR4'.

KEY RATING DRIVERS

Improving Leverage, Longer Record: The IDR upgrade reflects
improvements in Eleving's performance in the last 24 months,
including lower leverage and a longer record of business model
stability and access to debt capital markets. Progress in corporate
governance, including planned initiatives associated with a
possible IPO, support the upgrade and mitigate the inherent high
risks of high-cost lending in emerging and frontier markets.

Slower Growth Supports Leverage: Eleving's gross debt/tangible
equity plus subordinated bonds ratio improved to 5.3x at end-1Q24,
from 7.7x at end-2021, due largely to profit retention and slower
loan growth. Fitch believes that a successful execution of
management's strategy to strengthen capital and the quality of its
capital are credit-positive.

Eleving's subordinated bonds qualify for equity credit under
Fitch's criteria and Eleving's loans to related parties were fully
repaid, but capital quality remains weak. Fitch views Eleving's
leverage as commensurate with its business model and credit risk,
but its open foreign-exchange (FX) position remains large relative
to capital and constrains the rating.

Improving Corporate Governance: In Fitch's view, Eleving's
initiatives in preparation for a possible IPO, announced in April
2024, are credit-positive, because they could strengthen creditor
rights. Fitch has previously indicated that governance, especially
over capital distributions and leverage appetite, was a constraint
to the rating. Eleving plans to establish a supervisory board, with
a majority of independent members, and publish a formal dividend
policy within the coming months. This builds on previous progress
following the bond listing in Frankfurt and Riga.

High Appetite for Credit Risk: Eleving's high risk appetite and
willingness to grow in frontier markets constrain its Long-Term
IDR. Eleving's asset quality reflects its higher-risk client base
(impaired loans ratio: 22% at end-2023), but is mitigated by high
loan yields (interest income/ average net portfolio of 62% in 2023)
and adequate provisioning policies. Fitch expects generation of new
impaired loans at below 15% of total loans in 2024. Eleving ceased
operations in Ukraine and Belarus in 2022, and is repatriating the
remaining cash and receivables in Ukraine (less than EUR2 million
at end-April 2024).

Strong Profitability: Eleving's profitability reflects its
high-risk, high-yield business model, and should remain stable in
2024 due to lower funding costs and broadly unchanged impairment
charges. Funding is mostly at fixed rates (end-2023: 78%) and
long-dated (61%). Regulatory caps, market competition and adverse
selection restrict its flexibility in increasing already high loan
yields. Funding from AS Mintos Marketplace, a Latvian-licensed
platform for retail-investing in loans, accounted for only 20% of
Eleving's non-equity funding at end-2023.

A significant 18% of net income was attributable to minority
interests in 2023, weighing on Fitch's assessment of Eleving's
earnings and profitability.

Bonds Underpin Funding Profile: Eleving has limited short-term
funding needs proven access to local and international debt capital
markets. Refinancing risk of a EUR150 million bullet repayment in
October 2026 is remote, and Fitch expects management to address
this well in advance of maturity. Access to Mintos (EUR72 million
at end-1Q24) provides a flexible, but, in Fitch's view, volatile
and comparably expensive alternative to bond funding. Its
assessment of Eleving's funding and liquidity profile also reflects
its high asset encumbrance (unsecured/total debt ratio of below 10%
at end-1Q24), limiting its funding flexibility.

RATING SENSITIVITIES

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

A marked and sustained increase in Eleving's gross debt/tangible
equity plus subordinated bonds ratio to above 6.5x, reducing its
buffers to absorb credit and foreign-exchange (FX) losses, would
likely result in a downgrade of its Long-Term IDR.

A marked deterioration in asset quality or further FX losses,
ultimately threatening its solvency, would also lead to a
downgrade.

Unexpected difficulties in accessing market-based funding ahead of
its large 2026 bond maturity could also lead to a downgrade.

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

Fitch would upgrade Eleving's Long-Term IDR on a combination of
more formal corporate governance, a leaner corporate structure
(including lower minority interests), leverage falling to below 5x
and improved capital quality. This could stem from a realisation of
Eleving's IPO, provided profitability, funding profile and asset
quality are maintained broadly in line with current levels.

A strong execution record on its strategy, a lower open FX position
ratio and an enlarged scale would also be positive for the ratings,
together with the above.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

Structural Subordination: Eleving's senior secured debt rating of
'B' reflects the bonds' effective structural subordination to
outstanding debt at operating entities. This leads to only average
recoveries expectations, despite the bonds' secured nature. This is
reflected in the 'RR4' Recovery Rating and in the equalisation of
the debt rating with Eleving's Long-Term IDR.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

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

- An upgrade of Eleving's Long-Term IDR would likely be mirrored on
its senior secured bond rating

- Higher recovery assumptions due to, for instance, operating
entity debt falling in importance compared with rated debt
instruments, could lead to above-average recoveries and Fitch to
notch up the rated debt from Eleving's Long-Term IDR

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

- A downgrade of Eleving's Long-Term IDR would likely be mirrored
on its senior secured bond rating

- Lower recovery assumptions due to, for instance, operating entity
debt increasing in importance relative to rated debt or
worse-than-expected asset-quality trends (which could lead to
larger asset haircuts), could lead to below-average recoveries and
Fitch to notch down the rated debt from Eleving's Long-Term IDR

ADJUSTMENTS

The 'b' business profile score is below the 'bb' category implied
score due to the following adjustment reason: business model
(negative).

The 'b' asset quality score is above the 'ccc' category implied
score due to the following adjustment reason: collateral and
reserves (positive).

The 'b+' earnings & profitability score is below the 'bb' category
implied score due to the following adjustment reason: earnings
stability (negative).

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

The 'b' funding, liquidity & coverage score is above the 'ccc'
category implied score due to the following adjustment reason:
funding flexibility (positive).

ESG CONSIDERATIONS

Eleving has an ESG Relevance Score of '4' for both governance
structure and group structure. Governance structure reflects a
record of related-party transactions and concentration of
decision-making. Group structure reflects its view about the
appropriateness of Eleving's organisational structure relative to
the company's business model, intra-group dynamics and risks to its
creditors. This has a moderately negative impact on the credit
profile and is relevant to the rating in conjunction with other
factors.

Eleving has an ESG Relevance Score for Customer Welfare of '4'. In
Fitch's view, Eleving's exposure to the high-cost credit sector
means that its business model is sensitive to regulatory changes
(like lending caps) and conduct-related risks. These issues have a
moderately negative impact on the credit profile and are relevant
to the rating in conjunction with other factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
Eleving, either due to their nature or the way in which they are
being managed. 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
   -----------            ------       --------   -----
Eleving Group       LT IDR B  Upgrade             B-
                    ST IDR B  Affirmed            B

   senior secured   LT     B  Upgrade    RR4      B-


SAMSONITE IP: Fitch Hikes LongTerm IDR to 'BB+', Outlook Stable
---------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDRs) of Samsonite International S.A. and Samsonite IP Holdings
S.a r.l. to 'BB+' from 'BB'. The Rating Outlook is Stable.

The upgrade reflects Fitch's expectations that Samsonite will
sustain EBITDAR leverage (capitalizing leases at 8x) below the
high-3.0x over the medium term. Samsonite's rating reflects the
company's position as the world's largest travel luggage company,
with strong brands and historically good organic growth.
Additionally, the rating reflects the combination of the strong
rebound in global travel post-pandemic, which has benefitted
Samsonite's topline trajectory, as well as Samsonite's effective
cost cutting initiatives and continued commitment to repay debt.

KEY RATING DRIVERS

Strong Topline Rebound; Longer-Term Growth Expectations: In 2020,
Samsonite's revenue declined nearly 60% from 2019 levels, due to
the severe disruption to the global travel segment. The
post-pandemic global rebound has been a multi-year recovery story.
This is partly because of staggered recovery timelines across
different geographies. In 2023 Samsonite's revenue grew 17.5% above
2019 levels (on a constant currency basis, excluding the divested
Speck segment and discontinued Russian operations) to $3.68
billion.

Fitch expects Samsonite's revenue to grow in the mid-single digits
in 2024, as growth rates moderate to the low-single digit level in
North America and Europe. However, this is offset by a continued
strong recovery in Asia, partly driven by the ongoing rebound in
China. During 1Q24, sales in Asia grew 7.5% on a constant currency
basis, while North America and Europe remained approximately flat
yoy. Fitch expects flat revenue in 2025, as Samsonite comps several
years of strong growth. Beginning in 2026, Fitch expects the
company to grow revenue in the low single-digit range annually,
given long-term fundamentals for the travel industry.

Strategy Supports Margin Profile: Fitch expects EBITDA margins to
stabilize in the 18% range beginning in 2024. This is slightly
lower than the 19.3% generated in 2023 and higher than the 13.5% in
2019. Based on Fitch's topline assumptions, this yields EBITDA in
the low-$700 million range beginning in 2024, in line with 2023
results and well above 2019 levels of $492 million. Since 2020, the
company executed cost-saving efforts, including reducing its net
store count by nearly 24% between 2019 and 2022.

However, recently, Samsonite has been selectively opening new
stores in what it views as underpenetrated markets, focusing on
Asia, Samsonite's highest margin region. For the LTM period ending
March 31, 2024, Samsonite opened 77 net stores, 49 of which are in
Asia. Fitch expects that Samsonite's savings will be somewhat
offset in the medium term by an ongoing ramp up in selling, as well
as general and administrative expenses, as sales continue to
recover. Continued growth at the higher margin Tumi brand could
provide additional margin improvement.

Improved Leverage Profile: Post-pandemic, Samsonite has delevered
through both strong EBITDA rebound and debt repayment. At the
beginning of the pandemic, Samsonite took on additional debt of
$1.4 billion and subsequently repaid these borrowings by the end of
3Q23, using its high cash balance and strong cash flow. For the LTM
period ending March 31, 2024, Samsonite's EBITDAR leverage was 3.6x
versus 4.5x for the LTM period ending March 31, 2023.

Fitch expects EBITDAR leverage to remain around 3.6x-3.7x beginning
in 2024, driven by EBITDA trending in the low-$700 million range
and debt levels remaining flat around YE 2024 expected levels of
$1.7 billion. As of March 31, 2024, Samsonite's net leverage ratio
was 1.48x, below the company's 2.0x net leverage target.
Samsonite's 2.0x net leverage target ultimately maps to below the
high-3x range on a Fitch EBITDAR leverage basis.

Good Liquidity: Samsonite has strong liquidity and financial
flexibility with $745 million in cash and $845.3 million in
availability on its $850 million revolving credit facility as of
March 31, 2024. Fitch expects the company to generate positive FCF
(after cash distributions) in the $145 million-$180 million range
beginning in 2024.

On March 22, 2024, Samsonite announced that the board had
authorized the company to pursue a dual listing. Samsonite is
currently listed on the Hong Kong Stock Exchange and a second
listing in a new market could yield additional cash proceeds. Fitch
expects any proceeds from a dual listing could be used towards a
combination of debt repayment, cash distributions, or reinvestment
into the business.

Strong Brands and Leading Market Position: Samsonite's strategy,
emphasizing multibrand and product diversity, along with,
innovation and market segmentation, has enabled it to grow market
share and become the world's largest travel luggage company, with
$3.68 billion in revenues and $709 million in EBITDA in 2023. As
sales continue to shift to direct-to-consumer (DTC), Samsonite's
YTD 1Q24 DTC sales penetration (approximately 27% of
company-operated retail plus roughly 10% DTC e-commerce) supports
ongoing brand growth with a healthy retail and wholesale mix.

Parent-Subsidiary Linkage: Fitch's analysis includes a strong
subsidiary/weak parent approach between parent Samsonite
International S.A. and its subsidiary Samsonite IP Holdings S.a
r.l. Fitch assesses the quality of the overall linkage as high,
which results in an equalization of the ratings. The equalization
reflects open legal ring-fencing and open access and control
between the stronger subsidiaries and the parent.

DERIVATION SUMMARY

Similarly rated peers include Capri Holdings Limited (Capri;
BBB-/Rating Watch Negative), Levi Strauss & Co. (BB+/Stable) and
Signet Jewelers Limited (BB+/Stable).

Levi's rating is in line with Samsonite's and reflects the
company's good execution both from a topline and a margin
standpoint. This supports Fitch's longer-term expectations of
low-single digit revenue and EBITDA growth. Despite potential
short-term pressures from shifting consumer behavior, difficult
comparisons, and global macroeconomic uncertainty, Fitch expects
that Levi will be able to maintain EBITDAR leverage (capitalizing
leases at 8x) below 3.5x over time.

Signet's rating is in line with Samsonite's. The rating reflects
expectations that Signet will sustain EBITDAR leverage in the
mid-3x range over time. Signet's rating reflects the company's
leading position within the highly fragmented U.S. specialty
jewelry market, with approximately 9% share.

Capri's rating is one notch higher than Samsonite's, in part
reflecting expectations that Capri will sustain EBITDAR leverage in
the low-3x range longer term. The rating reflects Capri's strong
positioning in the U.S. handbag market and healthy growth at its
various brands, as well as its demonstrated commitment to debt
reduction. The rating also considers the fashion risk inherent in
the accessories and apparel sectors. The Negative Watch reflects
the potential for a sustained increase in leverage, pro forma for
the Tapestry, Inc. acquisition, above Fitch's current expectations
for EBITDAR leverage to sustain in the low-3x range.

KEY ASSUMPTIONS

- Fitch expects revenue to grow in the mid-single digit range in
2024, driven by high-single digit growth in Asia, which is
partially offset by low-single digit growth in North America and
Europe. Revenue could be flat in 2025, as the company comps strong
demand seen in the last few years, before returning to low-single
digit growth thereafter.

- Fitch expects EBITDA to expand modestly to $720 million in 2024
as topline growth is offset in part by modest EBITDA margin
declines as the company continues to ramp its SG&A spend. Beginning
in 2024, EBITDA margins could moderate slightly from 2023 levels of
19.3% to the 18% range. This compares with 13.5% in 2019, supported
by cost cuts taken during the pandemic. Gross margin and EBITDA
margins could be supported by higher growth at the company's
higher-end Tumi brand, which is a higher-margin business.

- Annual FCF (after cash distributions) could be sustained at
approximately $145 million-$180 million annually beginning 2024.
Beginning in 2024, Fitch assumes that Samsonite could deploy
approximately $130 million annually towards capex, including store
refurbishments. The company suspended cash distributions at the
beginning of the pandemic (start of 2024). The company has stated
they will reinstate annual cash distributions, approximately $150
million.

- Fitch expects EBITDAR leverage to remain rangebound at
approximately 3.6x beginning in 2025, assuming EBITDA trends in the
low-$700 million range and debt levels remain at Fitch's projected
level of $1.7 billion for YE 2024.

- Proforma for the April 2024 Term Loan B repricing, the company's
debt consists of EUR350 million in fixed-rate notes (3.5%) due
2026, approximately $1.3 billion in floating-rate Term Loan A and
Term Loan B debt due 2028 and 2030, respectively, and $100 million
in borrowings on the company's floating-rate RCF due 2028. Fitch
expects Samsonite to repay the $100 million in revolver borrowings
by the end of 2024. These floating rate instruments are priced at
SOFR + margins ranging from 1.125%-2.00%. Variable base rates are
in the 3.5%-5% range over the forecast horizon.

RECOVERY ANALYSIS

Recovery Prospects: Fitch does not employ a waterfall recovery
analysis for issuers' assigned ratings in the 'BB' category. Fitch
affirmed Samsonite's first-lien secured debt at 'BBB-'/'RR1', which
is one notch above the IDR and indicates outstanding recovery
prospects given default. The revolver and term loans are
unconditionally guaranteed by the company and certain subsidiaries.
They are secured by substantially all assets of the borrowers and
guarantors on a first-lien basis.

The senior notes have been upgraded to 'BB+'/'RR4' from
'BB-'/'RR5', indicating average recovery prospects. The change in
recovery notching reflects Samsonite's ongoing repayment of its
first lien secured debt, including its $1.4 billion in
COVID-related borrowings. The senior notes are guaranteed on a
senior subordinated basis.

RATING SENSITIVITIES

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

- An upgrade could result from good organic growth, alongside a
financial policy, such that EBITDAR leverage trends below the
low-3x range.

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

- A downgrade to 'BB' could result from EBITDAR leverage sustaining
above the high-3x range, due to a combination of weaker than
expected sales and EBITDA, such that EBITDA declines meaningfully
below $700 million, and/or lower than anticipated debt reduction.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Samsonite had $1.59 billion in total liquidity
as of March 31, 2024, consisting of $745 million in cash and $845.3
million in availability on its RCF. As of March 31, 2024,
Samsonite's debt structure consists of a $850 million revolver due
2028 with no borrowings as of this date and $4.7 million in
outstanding letters of credit; $785 million in Term Loan A debt due
2028; $595.5 million in Term Loan B debt due 2030; and EUR350
million of senior notes due 2026.

Recent Repricing: On April 12, 2024, Samsonite repriced its term
loan B facility from S+275 to S+200. Additionally, Samsonite
borrowed $100 million on its revolving credit facility and used the
proceeds to reduce the principal amount on the term loan B facility
by $95.5 million to $500 million. The repricing is expected to
provide approximately $5 million in annual cash interest savings.

ISSUER PROFILE

Samsonite is the world's largest luggage company, selling luggage,
business and computer bags, outdoor and casual bags and travel
accessories with 2023 revenue and EBITDA of $3.68 billion and $709
million, respectively. Its key brands include Samsonite, Tumi and
American Tourister.

SUMMARY OF FINANCIAL ADJUSTMENTS

Historical and projected EBITDA is adjusted to add back non-cash
stock-based compensation and exclude non-recurring charges. Fitch
has adjusted the historical and projected debt by adding 8.0x
annual gross rent expense.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------               ------          --------   -----
Samsonite Finco
S.ar.l.

   Senior Secured
   2nd Lien            LT     BB+  Upgrade     RR4      BB-

Samsonite
International S.A.     LT IDR BB+  Upgrade              BB

   senior secured      LT     BBB- Affirmed    RR1      BBB-

Samsonite IP
Holdings S.a r.l.      LT IDR BB+  Upgrade              BB

   senior secured      LT     BBB- Affirmed    RR1      BBB-




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

VERSUNI GROUP: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings has affirmed Versuni Group B.V.'s (Versuni or the
company) B2 corporate family rating and B2-PD probability of
default rating. Versuni is the parent company of Philips' small
domestic appliances (SDA) business. Concurrently Moody's has
affirmed the B2 ratings on the EUR1,050 million senior secured term
loan B (TLB) due 2028, the EUR650 million senior secured global
notes due 2028, and the EUR250 million senior secured revolving
credit facility (RCF) due 2027, all borrowed by the company. The
outlook was changed to stable from negative.

"The affirmation and change in outlook to stable reflect the
continued improvement in Versuni's credit metrics from the
extraordinarily weak levels reported in 2022, as well as the
expectation that the company will further reduce its still-high
Moody's-adjusted leverage to 6.5x in 2024 and to 5.5x thereafter",
says Giuliana Cirrincione, Moody's lead analyst for Versuni.

"In addition, as demand for Philips-branded small domestic
appliances remains supportive despite the still uncertain consumer
spending environment, the phasing out of separation costs from
Royal Philips N.V. and the ongoing cost-savings will drive free
cash flow generation recovery to sustained positive and growing
levels", adds Mrs. Cirrincione.

RATINGS RATIONALE      

Versuni's operating performance has significantly improved after
2022, when its profitability dropped dramatically as a result of
the steep rise in freight and input costs, unfavorable
foreign-currency movements and much higher-than-anticipated
separation costs from Royal Philips.

Given the extraordinary earnings shortfall, Versuni still needs to
return to its pre-2022 EBITDA levels as carve-out costs have
remained large until 2023 and will now phase out, driving a faster
recovery in profitability and free cash flow generation from 2024.
According to Moody's, Versuni will be able to offset the impact of
ongoing restructuring costs with productivity gains and savings,
while topline will continue to grow by mid-single digit rates in
2024 and 2025, supported by steady demand in Europe and continued
positive momentum in the Middle East, Türkiye and Africa (META)
region, as well as favorable product mix. In the first quarter of
2024 Versuni's revenues were down by 2.5%, because of negative
foreign exchange rate impact and - to a lesser extent - a moderate
sales decline in Europe. However, the slowdown in Europe reflected
temporary production bottlenecks following higher-than-anticipated
sales in the fourth quarter of 2023, and in Moody's view the
company will be able to catch up over the next quarters.  

Versuni's focus on Philips-branded flagship products such as
airfryers, automatic  coffee machines and cleaning robots which are
positioned in the high-value segments of the SDA market, has
allowed the company to report revenue growth of 9.5% in 2023 and
gain market share despite challenging macroeconomic conditions.
Excluding the headwinds from foreign exchange rates, Versuni's
sales growth would have been higher, at 21%, driven by a very
strong performance in the META region and positive price mix in
Western Europe.

As a result, the rating agency forecasts that Versuni's
Moody's-adjusted gross debt to EBITDA ratio will remain high in
2024 despite improving markedly to 6.5x, and will then decline
further to 5.5x by 2025. Moody's also expects free cash flow
generation will turn sustainably positive in 2024 at around EUR60
million, and will progressively improve over time, once
restructuring costs are fully offset by the uplift from cost
savings and continued moderate EBITDA growth.

Besides the temporarily high leverage, Versuni's CFR is constrained
by its exposure to discretionary consumer spending and emerging
markets, both of which bring  potential earnings volatility; the
execution risk associated with the ongoing restructuring measures;
and the fierce competition and continued need to invest in
advertising and product innovation to protect profit margins and
market share.

Conversely, Versuni's CFR is supported by its leading market
positions globally, underpinned by the strong recognition of the
Philips brand and track record of product innovation; large scale,
broad product portfolio and geographical sales diversification; and
adequate liquidity with potential for good free cash flow
generation from 2024, now that separation costs from Royal Philips
are phasing out.

LIQUIDITY

Versuni's liquidity is adequate, backed by EUR107 million of cash
on balance sheet as of March 2024 and EUR205 million available
under its EUR250 million revolving credit facility (RCF) due
December 2027. Moody's expects the company to start generating
positive FCF from 2024, supported by its asset-light business model
with overall manageable working capital requirements and capital
spending. The company faces a degree of earnings seasonality, with
the largest portion of EBITDA generated in the last quarter of the
year.

The RCF is subject to a senior net leverage covenant at 10x, to be
tested if 40% or more of the facility is drawn, and under which
Moody's expects Versuni to maintain ample capacity.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the EUR650 million senior secured notes
due June 2028, EUR1,050 million senior secured TLB due June 2028
and the EUR250 million RCF due December 2027 is in line with the
company's CFR. This reflects the pari passu ranking of the
facilities, and the assumption of a 50% standard family recovery
rate, in line with Moody's customary approach for covenant-lite
capital structures.

The facilities benefit from upstream guarantees from the group's
restricted subsidiaries that represent at least 80% of consolidated
EBITDA and are secured by intragroup receivables, bank accounts and
share pledges.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Versuni's
credit metrics will continue to improve on the back of supportive
consumer demand, tight cost-controls, and phasing out of separation
costs leading to a decline in its Moody's-adjusted leverage and
positive free cash flow. The stable outlook also assumes Versuni
will maintain at least adequate liquidity and a prudent financial
policy.

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

Moody's could upgrade the ratings if Versuni's operating
performance improves strongly, such that (1) its Moody's-adjusted
leverage decreases below 5.0x on a sustained basis, (2) its
Moody's-adjusted EBIT margin improves towards the low-double-digit
percentages, and (3) the company generates significant and
sustainable positive FCF. An upgrade would also require a track
record of conservative financial policy.

Moody's could downgrade the ratings if (1) Versuni fails to
sustainably improve its earnings, such that its Moody's-adjusted
leverage remains above 6.5x in 2024; (2) the restructuring plan
results in higher-than-expected costs, which keep FCF generation
negative; and the company's liquidity deteriorates significantly as
a result of weakening operating performance, reduced capacity under
its financial covenant or an aggressive financial policy, including
large acquisitions.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Domiciled in the Netherlands, Versuni is a leading global designer
and manufacturer of small domestic appliances, which was formed in
2021 following the separation from Royal Philips. Most of Versuni's
products, which address the Kitchen Life segment (coffee and
kitchen appliances) and the Home Life segment (garment, floor and
air care) are sold under the global Philips brand under an
exclusive 15-year trademark licence agreement with Royal Philips.
Other brands include Saeco, Preethi, Walita and Gaggia.

Versuni is fully owned by the private equity firm Hillhouse
Capital. In 2023, the company generated revenue of EUR2.9 billion
and company-adjusted EBITDA — i.e., before carve-out and other
extraordinary costs — of EUR315 million.




=============
R O M A N I A
=============

AUTONOM SERVICES: Fitch Affirms 'B+' LongTerm IDR, Outlook Positive
-------------------------------------------------------------------
Fitch Ratings has affirmed Autonom Services S.A.'s Long-Term Issuer
Default Rating (IDR) at 'B+' with a Positive Outlook. Fitch has
also affirmed Autonom's senior unsecured debt rating at 'B' with a
Recovery Rating of 'RR5'.

KEY RATING DRIVERS

Positive Outlook; Slower Deleveraging: The Positive Outlook
reflects Autonom's growing business scale, declining
gross-debt-to-tangible-equity ratio, improving corporate governance
and continued sound profitability. However, the affirmation
reflects that deleveraging are been slower than Fitch expected, as
well as a modest profit contraction.

Autonom's leverage ratio declined to 5.7x at end-2023 (end-2022:
6.0x), due to weaker internal capital generation. However, Fitch
expects the ratio to drop below 5x at end-2024, owing to recovering
profitability and modest asset growth. Seasonal fleet volatility
and some appetite for inorganic growth limit visibility of whether
this can be sustained below 5x. A bond covenant, which constrains
Autonom's net debt/EBITDA ratio below 3.5x, will increase to 4x in
November 2024.

Growing Franchise in Romania: Autonom's Standalone Credit Profile
underpins its Long-Term IDR. Autonom provides operating leasing to
SMEs and short-term rentals to corporates and tourists, making it
the third-largest fleet lessor in the small but growing Romanian
market (end-2023: 14,700 vehicles). Growth expectations over the
next two years support the Positive Outlook, although Autonom
remains small by international standards, with a concentrated
franchise and a monoline business model.

Key Person Risk, Adequate Management: Autonom is a family-owned
company, founded and owned by two brothers that remain the
company's sole shareholders. A long-standing management team, a
well-articulated medium-term strategy and the adoption of
managerial best practices mitigate the key-person risk in relation
to its founders and Autonom's less-developed corporate governance
framework.

Resilient Business Model: Autonom's ratings reflect its adequate
profitability through the cycle, reasonable asset quality and
experienced management team, with a sufficiently controlled
approach to leverage and liquidity. Swift repossession, low
concentration by counterparty, healthy yield, and the secured
nature of operating leasing help mitigate the higher credit risk of
Romanian SMEs.

Mainly Secured Funding: Autonom's share of unsecured funding
decreased to 27% at end-2023, because current adverse market
conditions have further delayed previously planned debt issuances.
A high share of secured debt and mostly encumbered assets are
rating weaknesses, which have also led Fitch to notch down
Autonom's senior unsecured debt rating from its Long-Term IDR.
Autonom aims to gradually increase the share of unsecured funding,
although the timetable remains uncertain. Liquidity management is
prudent for its rating.

RATING SENSITIVITIES

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

Failure to deleverage and grow the franchise in line with
management's expectations could lead to a revision of the Outlook
to Stable.

Gross debt above 6.5x tangible equity on a sustained basis or use
of funding for purposes other than acquiring additional fleet could
be rating negative.

Material deterioration in asset quality and earnings, putting
pressure on Autonom's EBITDA-based financial covenants, could also
lead to negative rating action.

Weaker funding flexibility or increasing refinancing risks driven
by increased asset encumbrance could lead to a downgrade, as could
a deterioration in Autonom's competitive position.

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

Fitch would upgrade Autonom's ratings if the gross
debt/tangible-equity decreases below 5x on a sustained basis,
coupled with maintaining sound profitability, continued franchise
growth and a more formalised governance structure.

Further improvements of Autonom's funding profile, especially in a
higher share of unsecured debt, could also support an upgrade if
leverage was to reduce more slowly than expected.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

Senior Unsecured Debt Notched Down: Fitch rates Autonom's senior
unsecured debt one notch below the company's Long-Term IDR,
reflecting below-average recoveries for senior unsecured creditors,
due to the large share of secured funding, to which senior
unsecured creditors are contractually subordinated.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The senior unsecured debt rating is mainly sensitive to changes in
Autonom's Long-Term IDR. Therefore, an upgrade or downgrade of the
latter would be mirrored in a similar action on the former

The senior unsecured debt rating could be upgraded following an
upward revision of recovery expectations, for example due to a
materially lower share of secured debt (significantly below 50%).
This would lead to an equalisation of the senior unsecured debt
rating with Autonom's Long-Term IDR. A materially higher share of
secured debt could lead to a downgrade of the senior unsecured debt
rating, reflecting lower recovery expectations.

ADJUSTMENTS

The operating environment score of 'bb' is below the 'bbb' category
implied score due to the following adjustment reasons:
macroeconomic stability (negative), regulatory and legal framework
(negative).

The business profile score of 'b+' is below the 'bb' category
implied score due to the following adjustment reason: market
position (negative).

The asset quality score of 'bb-' is below the 'bbb' category
implied score due to the following adjustment reason: loan
charge-offs, depreciation or impairment policy (negative).

ESG CONSIDERATIONS

Autonom has an ESG Relevance Score of '4' for Governance Structure
due to key person risk. The longstanding management team,
well-articulated medium-term strategy, and intention to adopt
managerial best practices mitigate key-person risks in relation to
its founders and less developed corporate governance, which is in
line with other privately held peers'. This has a negative impact
on the credit profile and is relevant to the rating in conjunction
with other rating 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
Autonom, either due to their nature or the way in which they are
being managed by Autonom. 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
   -----------                   ------       --------   -----
Autonom Services S.A.   LT IDR    B+ Affirmed            B+
                        ST IDR    B  Affirmed            B
                        LC LT IDR B+ Affirmed            B+
                        LC ST IDR B  Affirmed            B

   senior unsecured     LT        B  Affirmed   RR5      B




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

AINAVDA PARENTCO: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Ainavda Parentco AB (trading as Advania)
a final Long-Term Issuer Default Rating (IDR) of 'B' with a Stable
Outlook. Fitch has also assigned Ainavda Bidco AB's senior secured
debt, including seven-year term loans and a revolving credit
facility (RCF), a final instrument rating of 'B+' with a Recovery
Rating of 'RR3'.

The rating actions follow the full repayment of the existing debt
and the receipt of the final documentation conforming to
information already received by Fitch.

The 'B' IDR reflects Advania's high leverage, which is balanced by
improving free cash flow (FCF) and a sustainable business model
with a large portion of predictable revenues with low customer
churn in the group's managed IT services operations. This, together
with the group's geographic and customer diversification, provides
resilience against the higher end-market cyclicality in the group's
professional services.

The Stable Outlook reflects expectation of deleveraging, with
Fitch-defined EBITDA leverage declining to around 6.0x by 2025 and
FCF turning positive on a sustained basis from 2025, supported by
strong organic growth, as well as by reduced interest costs and
acquisition-and-integration related expenses. Weaker-than-expected
growth or material debt-funded acquisitions affecting deleveraging
could put pressure on the rating.

KEY RATING DRIVERS

For Advania 's key rating drivers see the rating action commentary
published on 9 May 2024:

DERIVATION SUMMARY

Fitch compares Advania with service peers with a significant
portion of recurring revenue, including Sportradar Management Ltd
(Sportradar; BB-/Stable) and Apex Structured Intermediate Holdings
Limited (Apex; B/Stable). Fitch also compares Advania with IT
services and consulting peers like Centurion Bidco S.p.A.
(Centurion), Clara.net Holdings Limited's (Claranet, B/Stable),
Cedacri S.p.A. (B/Negative), and AlmavivA S.p.A. (BB/ Stable).

Advania and Claranet have comparable business and financial
profiles as managed services providers with a acquisitions-driven
growth strategy. This strategy has led to high leverage and modest
interest coverage for both, though Advania benefits from a slightly
larger scale.

Advania's market positions is not as strong as some of its peers
like Centurion, Almaviva or Cedacri, but it has greater
diversification, having expanded its operations across six
countries, in contrast to the single-market focus of those peers.
Low customer concentration shields Advania from the sector-specific
cyclicality or regulatory pressures that constrain the likes of
Sportradar and Cedacri, which cater to more specialised markets.

Advania's profit margins are behind those of its wider group of
peers, limiting its capacity for FCF generation and resulting in
higher leverage with slower deleveraging opportunities. This is
primarily due to the substantial portion of hardware distribution
sales within Advania's total revenue stream.

Apex, like Advania, is highly acquisitive. However, Apex's larger
scale and significantly stronger margins and deleveraging profile
result in a higher leverage capacity than Advania. Almaviva, in
turn, is rated higher due to its significantly lower leverage and
stronger domestic market share.

KEY ASSUMPTIONS

Its key assumptions remain unchanged.

RECOVERY ANALYSIS

- Fitch estimates post-restructuring going-concern (GC) EBITDA
would be about SEK1.3 billion, which may be due to distressed
EBITDA from reputational damage and a loss of public-sector
contracts in some markets or sharp reduction in
consultancy/professional services, driven by a weak economic or
highly competitive environment

- An enterprise value (EV) multiple of 5.5x is applied to the GC
EBITDA to calculate a post-reorganisation EV. The multiple is in
line with that of close sector peers'

- Administrative claims of 10% are deducted from the EV to account
for bankruptcy and associated costs

- The total amount of senior secured debt for claims includes
SEK9.4 billion senior secured first-lien term loans (split between
pound sterling, Swedish krona, Norwegian krona and euro facilities)
and an equally ranking SEK2.4 billion (equivalent of EUR210
million) RCF that Fitch assumes to be fully drawn in distress

- The debt waterfall analysis results in expected recoveries of
53%, resulting in a 'RR3' Recovery Rating and a 'B+' instrument
rating for the senior secured first-lien debt

RATING SENSITIVITIES

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Advania had unrestricted cash of SEK260
million at end-2023. Its liquidity profile is underpinned by a
multi-currency EUR210 million (currently SEK2.4 billion) RCF, which
Fitch expects to be undrawn at end-2024, by positive FCF generation
from 2025 and no near-term debt maturities. Refinancing risk is
manageable, assuming Advania would deleverage ahead of maturities.

ISSUER PROFILE

Ainavda offers a wide array of IT services, including custom
software and cloud solutions, and hardware for mid-sized to large
companies and government entities across six Nordic countries.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------              ------         --------   -----
Ainavda Bidco AB

   senior secured     LT     B+ New Rating   RR3      B+(EXP)

Ainavda Parentco AB   LT IDR B  New Rating            B(EXP)


DDM DEBT: Fitch Lowers LongTerm IDR to 'CCC-'
---------------------------------------------
Fitch Ratings has downgraded DDM Debt AB (publ)'s (DDM) Long-Term
Issuer Default Rating (IDR) to 'CCC-' from 'B-' and its senior
secured notes' (SE0015797683) long-term rating to 'CCC-' from 'B-'.
The Recovery Rating remains at 'RR4'.

Fitch has withdrawn DDM Holding AG's 'B-' Long-Term IDR with
Negative Outlook as the company was put into liquidation as part of
a corporate reorganisation.

KEY RATING DRIVERS

The downgrade of DDM reflects Fitch's view of significantly
increased refinancing risk for DDM's EUR165 million notes with a
maturity in April 2026. Fitch believes that because of DDM's
increased investments in non-core and related-party assets, which
undermine its cash generating capacity, liquidity and leverage
profile, refinancing the notes in a manner Fitch would classify as
a distressed debt exchange (DDE) has materially increased.

The rating action also factors in growing refinancing risk for the
debt purchasing sector as a whole as debt capital market access has
become less reliable, while current bond yields indicate that
refinancing is challenging and, if successful, would still lead to
a material increase in funding costs. This would put further
pressure on the stability of business models for companies with
high leverage.

Increased Refinancing Risk: Fitch views the likelihood of
refinancing DDM's April 2026 notes in a form that Fitch would
classify as a DDE has materially increased, given DDM's high
leverage and weak profitability. DDM's liquidity position has
weakened to EUR20 million at end-1Q24 (end-1Q23: EUR58 million) due
to investments in non-core assets, which further increase
refinancing risk, in its opinion.

Business Model Challenges: High funding costs, continuing
non-performing loans (NPL) market-price adjustments and competition
are challenging DDM's growth in its core debt-collecting business.
Capital deployment in NPL portfolios has reduced significantly
since 2020.

Sizeable Non-Core Investments: Since 2020, DDM has invested about
EUR100 million outside its core debt-purchasing business, including
in Addiko Bank AG, Omnione S.A. and other companies. Compared with
its core debt-purchasing operations, these investments are riskier
and more concentrated and rely on exit prices to achieve an
expected return, rather than generating recurring cash flows. A
material part of the non-core investments is to related-party
companies, which further increase associated risks.

High Leverage: DDM's gross debt/cash EBITDA was a high 5.7x at
end-1Q24 on a trailing 12-months basis. Fitch expects leverage to
remain high due to the gradual runoff of DDM's NPL portfolios.
Gross debt was equal to a high 1.2x of core estimated remaining
collections (ERC) from its debt-collecting business. As a share of
total ERC, including non-core investments, gross debt was lower at
0.6x, but Fitch views the ratio less relevant due to uncertain exit
prospects.

Balance-sheet leverage has deteriorated sharply due to its AxFina
acquisition and continuing losses, leading to a breach of the
equity ratio incurrence covenant on the 2026 notes. A sizable
exposure to related parties further weighs on its assessment of
DDM's capitalisation.

Weak Profitability: DDM's profitability has been under pressure
from low capital deployment and reduced collections in its core
debt-purchasing business and increased operating expenses from the
AxFina acquisition. DDM is operationally loss-making, despite
recent moderate revaluation gains and investment income.

ESG - Management Strategy and Governance: DDM's frequently shifting
strategic objectives and opportunistic non-core investments weigh
on its profitability and increase refinancing risks. Challenges
with implementing its strategy have been amplified by recent
management turnover. Material related-party transactions and
limited representation of independent members on DDM's board of
directors further weigh on its assessment of DDM's corporate
governance.

RATING SENSITIVITIES

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

A further increase in the likelihood of a debt restructuring that
Fitch would classify as a DDE would lead to a downgrade, likely to
'CC' or below. If a DDE materialises, Fitch would then downgrade
the Long-Term IDR to 'C' and on completion of the transaction to
'RD' (Restricted Default) and subsequently re-rate the company.

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

Conventional refinancing of the senior secured notes well-ahead
ahead of their maturity in 2026, in combination with improved
recurring profitability and leverage and stabilised business model,
would lead to an upgrade.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

DDM's senior secured notes downgrade to 'CCC-' is in line with
DDM's Long-Term IDR, which reflects Fitch's expectation of average
recoveries.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The secured notes' rating is sensitive to changes in DDM's
Long-Term IDR. Worsening recovery expectations, for instance as a
result of a layer of more senior debt, could lead Fitch to notch
the secured notes' rating down from DDM's Long-Term IDR.

ADJUSTMENTS

The 'ccc-' Standalone Credit Profile (SCP) is below the 'ccc'
implied SCP due to the following adjustment reason: weakest link -
funding, liquidity & coverage (negative).

The 'ccc+' business profile score is below the 'b' category implied
score due to the following adjustment reason: business model
(negative).

The 'ccc' earnings & profitability score is below the 'bbb'
category implied score due to the following adjustment reason:
earnings stability (negative), and historical and future metrics
(negative)

The 'ccc-' funding, liquidity & coverage score is below the 'b'
category implied score due to the following adjustment reason:
funding flexibility (negative).

ESG CONSIDERATIONS

DDM has an ESG Relevance Score of '5' for governance structure,
primarily reflecting the recent material increase in related-party
transactions and limited representation of independent members on
DDM's board of directors. This has a negative impact on its credit
profile and is highly relevant to the rating in conjunction with
other factors.

DDM has an ESG Relevance Score of '5' for management strategy as
its more opportunistic and uncertain strategy, compared with other
debt purchasing peers, has a negative impact on the credit profile,
and is highly relevant to the rating in conjunction with other
factors.

DDM has an ESG Relevance Score of '4' for financial transparency,
in view of the significance of internal modelling to portfolio
valuations and associated metrics such as ERC. This has a
moderately negative influence on the rating, but is a feature of
the debt purchasing sector as a whole, and not specific to DDM.

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
DDM Holding AG       LT IDR WD   Withdrawn            B-

DDM Debt AB (publ)   LT IDR CCC- Downgrade            B-

   senior secured    LT     CCC- Downgrade   RR4      B-




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

UKRAINE: Fitch Affirms 'CC' LongTerm Foreign Currency IDR
---------------------------------------------------------
Fitch Ratings has affirmed Ukraine's Long-Term Foreign-Currency
Issuer Default Rating (IDR) at 'CC'.

Fitch typically does not assign Outlooks to sovereigns with a
rating of 'CCC+' or below.

KEY RATING DRIVERS

Foreign-Currency Debt Restructuring Likely: The affirmation
reflects Fitch's expectation of a further commercial debt
restructuring before the two-year standstill on Eurobond payments
expires on 1 September 2024. The authorities are preparing a single
comprehensive debt restructuring proposal with parameters
consistent with the IMF programme.

If agreement on this with commercial creditors cannot be reached,
potentially due to still high security-related uncertainty, Fitch
would expect an intermediate further deferral of Eurobond payments.
Either case would trigger a distressed debt exchange (DDE) under
Fitch's sovereign rating criteria, as was the case with the
Eurobond payment deferral effected in August 2022.

Standstill on Official Payments: As part of the 2023 IMF Extended
Fund Facility, the Group of Creditors for Ukraine has already
agreed to extend the standstill on official sector repayments until
March 2027, with final debt treatment once there is lower
macro-uncertainty stemming from the war. The Ukrainian authorities
have committed to seek comparability of treatment with commercial
creditors, as burden sharing is likely to be required by official
creditors in light of their ongoing financial support for the war.

'CCC-' LC IDRs Affirmed: The higher rating for local-currency (LC)
debt reflects its expectation that it will be excluded from this
year's restructuring, partly because only 2.2% of it is held by
non-residents, compared with 41.4% held by National Bank of Ukraine
(NBU) and 42% by domestic banks (mostly state-owned banks),
limiting significant relief for Ukraine by creating potential
fiscal costs. This could also impair the development of the
domestic debt market and create risks for financial sector
stability.

Protracted War: Fitch anticipates the war will continue throughout
2024 and possibly into 2025 within its current broad parameters. In
its view, despite some territorial gains by Russia since the end of
2024, Western military support, the new mobilisation law and strong
resolve should allow Ukraine to prevent significant territorial
losses. Fitch also considers there is an absence of politically
credible concessions that could result in a negotiated end to the
war, potentially leading to a very protracted conflict. Over a
longer horizon, Fitch anticipates some form of settlement, but view
a 'frozen conflict' as more likely than a sustainable peace deal,
at least for a significant period.

Fiscal Deficit to Remain High: Fitch forecasts the deficit to ease
to 17.1% of GDP in 2024, from 19.5% in 2023 but significant fiscal
consolidation will be constrained by the continuation of the war
(defence spending was 31.3% of GDP in 2023), maintaining elevated
reliance on foreign financing. In a scenario of continued war,
additional revenue collection, either from higher taxes or the
national revenue mobilisation strategy, will likely be directed
towards social, reconstruction and defence spending needs,
including higher wages for military personnel.

Rising Debt, Near-Term Financing Availability: Fitch projects debt
will increase to 92.5% of GDP in 2024, from 84.4% in 2023, well
above the projected 70.3% median for 'B'/'C'/'D' rated sovereigns.
While 72% of external debt is highly concessional, 74% is foreign
currency-denominated. Its projections do not incorporate potential
debt stock restructuring treatment, the parameters of which remain
uncertain.

Fitch projects external financing requirements at USD39 billion in
2024, of which USD11.8 billion was disbursed in 4M24. In its view,
there is greater financing uncertainty from 2025, partly due to the
US electoral cycle, potential donor fatigue, residual risks over EU
financing plans, and limitations in local banks' capacity to
significantly increase their government debt holdings. There seems
to have been some progress towards using Russian frozen assets
(close to USD300 billion) to provide a predictable source of
financing for Ukraine, but the feasibility, timing and scale of
these proposals currently remain uncertain.

Higher Reserves: International reserves (USD42.4 billion in April)
have benefited from external disbursements since March. Fitch
forecasts reserves to decline slightly to USD40.8 billion by
end-2024 and USD38.3 billion by end-2025, due to higher current
account deficit and capital outflows. Reserve coverage of current
external payments at five months in 2024 will remain higher than
the projected 3.5 months peer (B/C/D) median.

Wider External Deficits: Stronger consumer spending, military
imports, the easing of FX restrictions and lower grants will
outweigh higher exports, based on improved reliability of trade
routes, leading to a widening of the current account deficit to 8%
of GDP in 2024. A weaker hryvnia, reduced import of services from
Ukrainian migrants and export growth will lead to a gradual
moderation of the deficit to 7.8% of GDP in 2025.

Credible Policies, Lower Inflation: The NBU cut its key policy rate
by 100bp to 13.5% in April, down from 25% in June 2023. Improved
exchange rate flexibility, as a result of the October 2023 move to
a managed float exchange regime and reduced uncertainty regarding
near-term official financing have provided space for the NBU to
ease FX restrictions. Annual inflation dropped to 3.2% in April,
from 26.6% in December 2022. Although the fading impact of strong
domestic food supply and adjustment to utility tariffs will likely
push inflation up in 2H24, average inflation will virtually halve
to 6.4% in 2024.

Slower Growth in 2024: The economy returned to growth in 2023
(5.3%) supported by government spending and continued adaption of
economic actors to war conditions. Despite the prospect of stronger
export growth and increased household incomes benefiting from real
wage increases, Fitch projects growth to slow down to 3.2% in 2024
due to the impact of Russian attacks on energy infrastructure as
well as the still uncertain impact of the new mobilisation law.

Ukraine has an ESG Relevance Score (RS) of '5' for both Political
Stability and Rights and for the Rule of Law, Institutional and
Regulatory Quality and Control of Corruption. Theses scores reflect
the high weight that the World Bank Governance Indicators (WBGI)
have in its proprietary Sovereign Rating Model. Ukraine has a low
WBGI ranking at the 29th percentile, reflecting the
Russian-Ukrainian conflict, weak institutional capacity, uneven
application of the rule of law and a high level of corruption.

Ukraine has an ESG Relevance Score of '5' for creditor rights given
Ukraine's 2022 deferral of external debt payments which Fitch
deemed as a DDE, and that another DDE is probable, in the agency's
view.

RATING SENSITIVITIES

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

- The Long-Term Foreign-Currency IDR would be downgraded on signs
that a renewed default-like process has begun, for example, a
formal launch of a debt exchange proposal involving a material
reduction in terms and taken to avoid a traditional payment
default.

- The Long-Term LC IDR would be downgraded to 'CC' on increased
signs of a probable default event, for example from severe
liquidity stress and reduced capacity of the government to access
financing, or to 'C' on announcement of restructuring plans that
materially reduce the terms of LC debt to avoid a traditional
payment default.

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

- The Long-Term Foreign-Currency IDR would be upgraded on
de-escalation of conflict with Russia that markedly reduces
vulnerabilities to Ukraine's external finances, fiscal position and
macro-financial stability, reducing the probability of commercial
debt restructuring

- The Long-Term LC IDR would be upgraded on reduced risk of
liquidity stress, potentially due to more predictable sources of
official financing, greater confidence in the ability of the
domestic market to roll over government debt, and/or lower
expenditure needs.

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

Fitch's proprietary SRM assigns Ukraine a score equivalent to a
rating of 'CCC+' on the Long-Term Foreign-Currency (LT FC) IDR
scale. However, in accordance with its rating criteria, Fitch's
sovereign rating committee has not utilised the SRM and QO to
explain the ratings in this instance. Ratings of 'CCC+' and below
are instead guided by the rating definitions.

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

COUNTRY CEILING

The Country Ceiling for Ukraine is 'B-'. For sovereigns rated
'CCC+' and below, Fitch assumes a starting point of 'CCC+' for
determining the Country Ceiling. Fitch's Country Ceiling Model
produced a starting point uplift of zero notches. Fitch's rating
committee applied a +1notch qualitative adjustment to this, under
the Balance of Payments Restrictions pillar, reflecting that the
imposition of capital and exchange controls since Russia's invasion
of Ukraine has not prevented some private sector entities from
converting local currency into foreign currency and transferring
the proceeds to non-resident creditors to service debt payments.

Fitch does not assign Country Ceilings below 'CCC+', and only
assigns a Country Ceiling of 'CCC+' in the event that transfer and
convertibility risk has materialised and is affecting the vast
majority of economic sectors and asset classes.

ESG CONSIDERATIONS

Ukraine has an ESG Relevance Score of '5' for Political Stability
and Rights as World Bank Governance Indicators have the highest
weight in Fitch's SRM and are therefore highly relevant to the
rating and a key rating driver with a high weight. As Ukraine has a
percentile rank below 50 for the respective Governance Indicator,
this has a negative impact on the credit profile. The invasion by
Russia and ongoing war severely compromises political stability and
the security outlook.

Ukraine has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
World Bank Governance Indicators have the highest weight in Fitch's
SRM and in the case of Ukraine weaken the business environment,
investment and reform prospects; this is highly relevant to the
rating and are a key rating driver with a high weight. As Ukraine
has a percentile rank below 50 for the respective Governance
Indicators, this has a negative impact on the credit profile.

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

Ukraine has an ESG Relevance Score of '5' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Ukraine, as for all sovereigns. As Ukraine
deferred external debt payments, which Fitch deemed as a distressed
debt exchange, and another DDE is probable in its view, this has a
negative impact on the credit profile.

Ukraine has an ESG Relevance Score of '4' for international
relations and trade, reflecting the detrimental impact of the
conflict with Russia on international trade, which is relevant to
the rating and a rating driver with a negative impact on the credit
profile.

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

   Entity/Debt                      Rating           Prior
   -----------                      ------           -----
Ukraine              LT IDR          CC   Affirmed   CC
                     ST IDR          C    Affirmed   C
                     LC LT IDR       CCC- Affirmed   CCC-
                     LC ST IDR       C    Affirmed   C
                     Country Ceiling B-   Affirmed   B-

   senior
   unsecured         LT              CC   Affirmed   CC

   Senior
   Unsecured-Local
   currency          LT              CCC- Affirmed   CCC-




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

BODY SHOP: June 18 Deadline Set Buyers to Submit Bids
-----------------------------------------------------
BBC News reports that the firm in charge of selling The Body Shop
in the UK has set a deadline for buyers to submit bids in a race to
save 1,500 jobs.

The BBC understands that FRP Advisory, which is overseeing the
sale, has asked firms to make an offer by next Tuesday, June 18.

The Body Shop still operates 112 stores in the UK after Aurelius, a
private equity firm, put the company into administration in
February only a few months after buying it, BBC relates.

There have been 75 expressions of interest in The Body Shop but it
is understood that Aurelius is not among the bidders, BBC notes.

Prior to administration, The Body Shop employed 2,200 people and
had 198 stores in the UK, BBC states.

Once a dominant force in the 1980s and 1990s, The Body Shop has
faced increasing competition from brands like Lush and Rituals,
which also focus on natural beauty products.

The Body Shop was established in Brighton in 1976 by the late Dame
Anita Roddick.

Since then, The Body Shop has changed hands twice, most recently to
private equity firm Aurelius in late 2023.

Shortly after the acquisition, Aurelius placed the UK arm of The
Body Shop into administration following disappointing sales over
the key Christmas and January trading periods, BBC discloses.


CINEWORLD GROUP: In Talks Over Sale of UK Operations
----------------------------------------------------
Louise McEvoy at The Comet, citing Sky News, reports that Cineworld
is in secret talks about the sale of its UK operations.

It is understood the cinema chain has begun contacting prospective
bidders in recent days, The Comet notes.

Cineworld is also expected to explore the option of a company
voluntary arrangement -- a further restructuring process which
could put UK cinemas at risk of closure, The Comet discloses.

According to The Comet, in a statement issued to Sky News, a
Cineworld spokesperson said: "Like many businesses, we are
continually reviewing our UK operations."

The future of Cineworld -- including the cinema in Stevenage -- has
been at risk since the company fell into administration in
September 2022, and the company was forced into bankruptcy
protection, The Comet relates.

                      About Cineworld Group
      
London-based Cineworld Group PLC was founded in 1995 and is the
world's second-largest cinema chain. Cineworld operates 751 sites
with 9,000 screens in 10 countries, including the Cineworld and
Picturehouse screens in the UK and Ireland, Yes Planet in Israel,
and Regal Cinemas in the United States.

According to The Guardian, the Griedinger family, including Mooky's
brother and deputy chief executive, Israel, have struggled to
maintain control of the ailing business but have been forced to
reduce their stake from 28% in recent years. Cineworld's top five
investors include the Chinese Jangho Group at 13.8%, Polaris
Capital Management (7.82%), Aberdeen Standard Investments (4.98%)
and Aviva Investors (4.88%).

The London-listed Cineworld, which has run up debt of more than
$4.8 billion after losses soared during the pandemic, is pinning
its hopes on a meatier slate of movies in 2022 to bounce back from
a two-year lull.

Cineworld Group plc and 104 affiliates sought Chapter 11 protection
(Bankr. S.D. Texas Lead Case No. 22-90168) on Sept. 7, 2022,
estimating more than $1 billion in assets and debt. Judge Marvin
Isgur oversees the cases.

The Debtors tapped Kirkland & Ellis, LLP and Jackson Walker, LLP as
bankruptcy counsels; PJT Partners, LP as investment banker;
AlixPartners, LLP as restructuring advisor; and Ernst & Young, LLP
as tax services provider. Kroll Restructuring Administration, LLC
is the claims agent.

The U.S. Trustee for Region 7 appointed an official committee of
unsecured creditors in the Debtors' Chapter 11 cases on Sept. 23,
2022. The committee tapped Weil, Gotshal & Manges, LLP and
Pachulski Stang Ziehl & Jones, LLP as legal counsels; FTI
Consulting, Inc., as financial advisor; and Perella Weinberg
Partners, LP, as investment banker.


DEEP BEAT: Everybody Health Set to Run Two Park Cafes
-----------------------------------------------------
Richard Price at BBC News reports that Cheshire East Council has
said it has entered negotiations to secure the future of two park
cafes.

Everybody Health and Leisure, which currently runs leisure centres
in the borough, is expected to operate Queens Park cafe in Crewe
and West Park cafe in Macclesfield on a temporary basis until a new
permanent operator is secured, BBC discloses.

Everybody Health and Leisure said it was in advanced discussions
about running the sites, BBC notes.

Deep Beat Entertainment Limited, which previously ran the cafes,
went into administration in February, recounts.

According to BBC, in a statement, Cheshire East Council said: "The
council recognises the importance of the cafes at Queens Park and
West Park to visitors and our local communities and would like to
address the concerns raised over the future of these cafes.

"The council is in negotiations with Everybody Health and Leisure
for them to operate the cafes on a temporary basis, while we work
to secure a new operator to take over both sites next year.

"This arrangement will allow Everybody to continue to run both
facilities while this takes place."

The local authority said further details would be published once
arrangements were finalised.


FERGUSON MARINE: Scotland Launches New Probe Into Taxpayer Cash
---------------------------------------------------------------
David Walker at Scottish Daily Express reports that the Scottish
Government has launched a new probe into how GBP128 million of
taxpayer cash was spent at Ferguson Marine before the beleaguered
shipyard fell into administration.

The publicly-owned ferry owning and procurement agency Caledonian
Maritime Assets Ltd (CMAL) ploughed significant money into the
company as it built the two ferries which are still incomplete,
Scottish Daily Express relates.

According to Scottish Daily Express, Audit Scotland told MSPs that
Ferguson Marine could not tell them what these funds were spent on
in 2022.  Some were labelled as milestone bonuses but the Glen
Sannox and Glen Rosa were not near completion when the cash
injection was put in, Scottish Daily Express states.

The ferry fiasco will cost taxpayers up to GBP500 million when the
scandal is complete next year, and the two ferries finally serve
long-suffering CalMac customers, Scottish Daily Express says.  This
is more than quadruple the original GBP97 million contract, with no
one within the SNP administration losing their job because of this,
Scottish Daily Express notes.

An independent probe has been launched into the books of Ferguson
Marine to discover how the GBP128 million was spent as the shipyard
plunged into administration after receiving it in August 2019,
Scottish Daily Express recounts.  The funds were GBP83.25 million
in milestone payments from the government-owned ferry owning and
procurement agency Caledonian Maritime Assets Ltd (CMAL) and GBP45
million in loan payments from the Scottish Government, according to
Scottish Daily Express.

Delivery of the two vessels are now over six years late, with the
completion date put back every couple of months, Scottish Daily
Express notes.  An investigation into the money trail is being
outsourced to external auditors which will be funded by taxpayers,
and will feature a deep dive into the financial accounts of the
company before it was nationalised, according to Scottish Daily
Express.


HALO: Owes Nearly GBP400,000 Following Liquidation
--------------------------------------------------
Hannah Knight at Daily Echo reports that the former Halo nightclub
owes nearly GBP400,000 after suddenly shutting its doors following
11 years of business.

The popular venue based inside a church on Exeter Road in
Bournemouth went into voluntary liquidation in March 2023 after
"battling a perfect storm of cashflow problems", Daily Echo
relates.

The club survived through government grants and negotiating a rent
reduction before changing to seated service to align with
covid-restrictions, Daily Echo notes.

According to Daily Echo, administrator Leonard Curtis said the
venue’s profits were halted by the cost-of-living crisis and
energy crisis.

Customers began spending less, or nothing at all, inside the club
while bills climbed, Daily Echo states.

In March 2023, the directors sought advice and made the decision to
cease trading, Daily Echo recounts.

Five months later in September 2023, Halo entered voluntary
liquidation, Daily Echo relays.

Triangle Bars Ltd now owe almost GBP400,000, including over
GBP85,000 to the tax services at HM Revenue & Customs, Daily Echo
discloses.

Another GBP80,000 is listed to a commercial lender and a total of
over GBP100,000 to debt management services, Daily Echo notes.

According to Daily Echo, joint administrator Mike Fortune said:
"Hospitality has been feeling the pinch since Covid, particularly
due to economic factors leading potential customers to have less
disposable income.

"Another challenge for the night-time economy is the change in
drinking habits for target demographics, meaning venues have been
struggling to generate footfall and increase average spends.

"There will still be difficult times ahead for the hospitality
industry, and we always advise business owners facing any challenge
to engage with their advisors as early as possible."


INEOS GROUP: S&P Rates New Senior Secured Euro Term Loan B 'BB'
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue ratings to Ineos Group
Holdings S.A.'s (IGH; BB/Negative/--) proposed senior secured euro
term loan B (TLB) due in June 2031 and the proposed fungible add-on
to the U.S. dollar TLB due in February 2030.

The transaction represents the amendment and extension of an about
EUR2,600 million equivalent (split across U.S. dollar and euro) of
the term loan maturing in November 2027. As a result, the company's
maturity profile will improve. Excluding transaction-related fees
and expenses, the transaction will be leverage neutral.

On Jan. 22, 2024, S&P affirmed its 'BB' long-term issuer credit
rating on IGH with a negative outlook.

Issue Ratings--Recovery Analysis

Key analytical factors

S&P rates the following debt at 'BB' with a recovery rating of '3'
(recovery range: 50%-70%; rounded estimate: 65%):

--Proposed senior secured term loans due in 2031, together with
other secured debt;

--EUR375 million senior secured term loans due in 2027;

--EUR1.5 billion senior secured term loans due in 2027;

--$1.2 billion senior secured term loans due in 2027;

--EUR350 million senior secured term loans due in 2028;

--$845 million senior secured term loans due in 2028;

--$500 million senior secured term loans due in 2031;

--EUR425 million senior secured term loans due in 2030;

--$1.2 billion senior secured term loans due in 2030;

--EUR550 million senior secured notes due in 2025;

--EUR770 million senior secured notes due in 2026;

--EUR325 million senior secured notes due in 2026;

--EUR400 million senior secured notes due in 2028;

--$425 million senior secured notes due in 2028;

--EUR850 million senior secured notes due in 2029; and

--$725 million senior secured notes due in 2029.

The recovery rating reflects S&P's view of the company's
substantial asset base and its fairly comprehensive security and
guarantee package.

However, this is balanced by the absence of maintenance financial
covenants and a substantial proportion of the company's working
capital assets being pledged in favor of a receivables
securitization facility.

The security package for the senior secured facilities comprises
pledges over all assets, shares, and guarantors that represent at
least 85% of EBITDA and assets.

S&P values IGH as a going concern, given the company's solid market
position, large-scale integrated petrochemicals sites across the
U.S. and Europe, and diversified end markets.

IGH provides a guarantee of the tolling agreement to Gemini HDPE
LLC (Gemini). A default of IGH is an event of default under
Gemini's term loan. S&P said, "We believe that in a hypothetical
default of IGH, Gemini's lenders would have a claim on that asset.
Our recovery analysis therefore excludes the value of Gemini and
the secured term loan issued at that level. Senior secured lenders
of IGH do not have a claim over Gemini. We take a similar approach
to the Rain Facility, which is an obligation of Ineos China
Holdings Ltd. that is designated as an unrestricted subsidiary
under the company's senior secured term loans and senior secured
notes. We exclude the EBITDA contribution from these entities for
our recovery analysis purposes."

S&P assumes that the financing of Project One will be ring-fenced
and will not have a claim on other assets of IGH, while senior
secured lenders of IGH will not have a claim over Project One.

Simulated default assumptions

-- Year of default: 2029
-- Jurisdiction: U.K.

Simplified waterfall

-- Emergence EBITDA: EUR1.3 billion

-- Capital expenditure: 3% of three-year annual average sales
(2021-2023)

-- Cyclicality adjustment: 10%, in line with the specific industry
subsegment

-- Multiple: 5.5x

-- Operational adjustment: +5% to reflect the company's large
scale, integrated, and cost-competitive asset base and expanded
perimeter following recent acquisitions.

-- Gross recovery value: EUR7.15 billion

-- Net recovery value for waterfall after administrative expenses
(5%): EUR6.8 billion

-- Estimated priority claims (mainly securitization program
outstanding): EUR0.54 billion*

-- Remaining recovery value: EUR6.25 billion

-- Estimated first-lien debt claim: EUR9.1 billion*

    --Recovery range: 50%-70% (rounded estimate: 65%)

    --Recovery rating: 3

*All debt amounts include six months of prepetition interest.
Securitization facility assumed 100% drawn at default.


INVERNESS CALEDONIAN: At Risk of Going Into Administration
----------------------------------------------------------
BBC News reports that Inverness Caledonian Thistle fans have spoken
of their fears for the club's future as it prepares for possible
administration.

According to BBC, a controversial decision to move the Highland
club's training base 136 miles south to Fife has been scrapped, but
the board has warned administration may be the only option without
new investment or owners.

Sandy Sutherland, a member of fans' podcast The Wyness Shuffle,
said there were signs the club was in "deep trouble financially",
BBC relates.

Robert Andrew, of Inverness Caledonian Thistle Supporters Trust,
said fans were still waiting for an apology from the club following
relegation from the Championship, BBC notes.

ICTFC are going through one of their toughest times in their
30-year history.

The club was formed in 1994 following a controversial merger of two
historic Inverness Highland League clubs -- Caledonian and
Inverness Thistle, which were both formed in 1885.

Since defeat over two legs in a play-off against Hamilton
Academical relegated the Highland club from the Championship last
month, challenges around the club's finances and player recruitment
have been exposed, BBC discloses.

Shortly after being relegated, ICTFC made the surprise announcement
it was moving its training base miles to Kelty in Fife, BBC
recounts.

The club, as cited by BBC, said it had reached an agreement with
League 1 side Kelty Hearts to use its New Central Park Stadium
facilities.

ICTFC said the last few years had seen the geographic challenges in
getting players to move to the Highlands become ever harder for a
number of reasons -- one of them being a lack of availability
housing, BBC notes.

According to BBC, Mr. Sutherland said going into administration
would be bad for the club, but welcomed the news that a plan to
move training to Kelty Hearts FC's facilities in Fife appeared to
have been abandoned.

"Clearly there are still a lot of issues we don't have answers
too," BBC quotes Mr. Andrew as saying.

He said bringing in an insolvency practitioner would help it secure
new investors, and he also hoped the club would re-engage with the
supporters trust.

"It's been well-known the club has been in a difficult financial
situation," he said.

"We've got to get the club back to a positive place in the
community because that has been lost."


MONA DAIRY: Enters Administration, Explores Options
---------------------------------------------------
BBC News reports that an Anglesey cheese plant supplied by 30 farms
on the island has gone into administration.

The GBP20 million Mona Dairy opened two years ago at Gwalchmai
focusing on making Welsh and continental cheeses with milk from
local farms.

It confirmed the appointment of administrators who said they will
now explore options for the business.


TRILEY MIDCO 2: Fitch Alters Outlook on 'B' LongTerm IDR to Stable
------------------------------------------------------------------
Fitch Ratings has revised Triley Midco 2 Limited's (Clinigen)
Outlook to Stable from Positive, while affirming its Long-Term
Issuer Default Rating (IDR) at 'B' and its senior secured
instrument rating at 'B+' with a Recovery Rating of 'RR3'.

The Outlook revision follows under-performance in FY23-FY24
(year-end June) versus its prior expectations with diminished
deleveraging prospects and highlights execution risks in the
turnaround of its clinical services division. The Stable Outlook is
contingent on steadying earnings in FY25, supported by a recovery
in the clinical services division under new management and
continued growth in partnered and managed access programmes.

Clinigen's 'B' rating reflects the group´s high leverage and niche
business scale. It also reflects a well-entrenched position in a
defensive market that is structurally correlated to pharma
innovation, with moderate underlying free cash flow (FCF)
generation.

KEY RATING DRIVERS

Weak Clinical Services: The Outlook revision follows a
weaker-than-expected FY23-FY24 due to lower activity in the
clinical services division and reduced profits from the on-demand
division. Fitch projects a steady performance in FY25-FY26,
supported by new business development and targeted bolt-on
acquisitions in the services division, alongside new product
launches in partnered programmes. Continued under-performance in
FY25 would likely lead to a negative rating action.

Financial Leverage to Remain High: Fitch expects financial leverage
to remain high, at around 6.5x in FY24-FY25 (versus its prior
expectations of 5.5x-6.0x), given its weaker earnings base. Fitch
expects bolt-on acquisitions to be partly debt-funded, via a
revolving credit facility (RCF), which is likely to keep leverage
above 6.0x over FY26-FY27. This is despite the repayment of a
EUR140 million second-lien loan in May 2023 and EUR100 million of a
first-lien term loan B (TLB) in October 2023 and March 2024, using
proceeds from the Proleukin divestment and subsequent milestone
payments.

Moderate Execution Risks, Bolt-on M&A: Fitch sees moderate
execution risks in the development of Clinigen´s strategy,
including the turnaround of its clinical services division as well
as in several restructuring initiatives in Europe and the US.
Successful execution is key to its assumptions around stabilising
operating performance, driving the rating trajectory.

Its rating case sees Clinigen supplementing organic growth with
selective bolt-on M&A of up to GBP125 million over FY25-FY27, to
complement its service offering. Fitch would treat
higher-than-expected M&A spend during this period as event risk.

Specialist Pharmaceutical Services: Clinigen has strong positions
in the niche pharmaceutical markets of formulation, medical access,
and clinical trial support, offering a specialist service to
pharmaceutical companies, which provides some revenue defensibility
and visibility. Management´s priority is to develop the services
business, which is supported by solid distribution capabilities,
over its owned product portfolio.

Stable, Cash-Generative Business: Based on its revised growth
assumptions, EBITDA margins will remain steady at around 19%-21%
through to FY26. Fitch estimates that the implementation of a more
service-led strategy will dilute profitability but better organic
growth prospects in the segment should improve visibility around
Clinigen's earnings quality. Fitch expects underlying FCF margin of
around 0%-2% over the same period, which is low but adequate for
the rating and is aided by the recent repayment of the group´s
expensive second-lien loan and slightly reduced first-lien debt.

Favourable Trends Aid Business Model: As a partner in clinical
trials, licensed, and unlicensed medicines, Clinigen's business
model is aligned with trends in the global pharma industry,
characterised by innovation and partnerships/outsourcing, in
addition to favourable demographic and regulatory developments. All
this supports its moderate growth expectations over the medium
term, underpinning Clinigen's business profile.

DERIVATION SUMMARY

Fitch rates Clinigen under its global Generic Rating Navigator.
Clinigen's business profile is supported by its strong market
positions within niche segments, resilient end-market demand,
continued outsourcing by big pharma, and moderate geographical and
business diversification. However, the rating is constrained to the
'B' rating category by its overall limited size versus broader
healthcare issuers' and high financial leverage following its
acquisition by Triton.

As there are few rated outsourced pharmaceutical service providers,
Fitch has compared Clinigen against niche pharmaceutical product
companies within the broader sector, such as ADVANZ Pharma Holdco
Limited (B/Stable), CHEPLAPHARM Arzneimittel GmbH (B+/Stable) and
Pharmanovia Bidco Limited (B+/Stable).

Cheplapharm, Pharmanovia and Advanz contrast with Clinigen in their
more asset-light business model, given their focus on the lifecycle
management of typically off-patented drugs in targeted therapeutic
areas, with R&D, marketing, distribution and manufacturing
functions mostly outsourced. This results in profitability metrics
that are among the strongest in the sector and higher FCF margins
than Clinigen's, although the latter benefits from adequate cash
conversion despite its lower EBITDA margin.

Clinigen benefits from a more integrated service-orientated
business model with higher business diversification, which provides
downside protection as well as cross-selling opportunities and
higher organic growth prospects.

Fitch views Clinigen as firmly placed against 'B' rated names, such
as Advanz, which has a solid business model and good profitability,
but whose credit profile is held back by high leverage and a
propensity for M&A. Compared with 'B+' rated peers, such as
Cheplapharm and Pharmanovia, Fitch assesses their overall business
risk as broadly similar to Clinigen's but recognise the large
difference in profitability, and FCF metrics as well as Clinigen's
around 1.0x higher leverage, which justifies the one-notch rating
differential.

KEY ASSUMPTIONS

- Organic sales decline of around of 7% in FY24, driven by weakness
in clinical services and products. This is followed by high
single-digit growth in FY25-FY27, driven by M&A-led growth as well
as organic growth

- EBITDA margin gradually declining towards 19% in FY26 as the
group shifts towards the lower-margin services division

- Working-capital neutral in FY24 followed by cash outflows of
around GBP10 million per annum in FY25-FY27

- Capex at 5%-6% of sales a year to FY26

- Bolt-on acquisitions of around GBP5 million in FY24 and GBP125
million across FY25-FY27

- No shareholder distributions

RECOVERY ANALYSIS

Clinigen's recovery analysis is based on a going-concern (GC)
approach, reflecting an asset-light business supporting higher
realisable values in a financial distress compared with
balance-sheet liquidation. Distress could arise primarily from
material revenue contraction following volume losses and price
pressure given Clinigen's exposure to generic pharmaceutical
competition, possibly together with an inability to provide
services or maintain service capabilities in its key regions.

For the GC enterprise value (EV) calculation, Fitch estimates an
EBITDA of about GBP70 million, which is lower than its prior
estimate of GBP80 million due to the disposal of some non-core
brands in August 2023. This post-restructuring GC EBITDA reflects
organic earnings post-distress and implementation of possible
corrective measures.

Fitch has applied a 5.0x distressed EV/EBITDA multiple, in line
with its close peer group's and to reflect its minimum valuation
multiple.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery in the 'RR3' band,
resulting in a senior secured debt rating of 'B+' for the
first-lien euro TLB with a waterfall-generated recovery computation
(WGRC) of 51% based on current assumptions. The TLB ranks equally
with its RCF of GBP75 million, which Fitch assumes to be fully
drawn prior to distress.

RATING SENSITIVITIES

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

- Successful implementation of the organic growth strategy leading
to steadily increasing operating profitability

- Continued strong cash generation with mid-single-digit FCF
margins on a sustained basis

- Evidence of a conservative financial policy, with no debt-funded
M&A or shareholder distributions supporting EBITDA gross leverage
at or below 5.5x on a sustained basis

- EBITDA interest coverage trending above 2.5x

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

- Unsuccessful implementation of the organic growth strategy, with
operational under-performance relative to the business plan,
leading to erosion in EBITDA and margins on a sustained basis

- Weakening cash generation, with FCF margins declining towards
zero

- Evidence of an aggressive financial policy, including debt-funded
M&A or shareholder distributions, with EBITDA gross leverage above
7.0x on a sustained basis

- EBITDA interest coverage below 2.0x

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Fitch assesses Clinigen's liquidity buffer
as satisfactory following the recent disposal of Proleukin, which
provided it with large cash proceeds that were used to repay the
second-lien loan and part of the first-lien loan. Subsequent
royalty payments from the Proleukin disposal will continue to
provide an additional cash buffer.

Following under-performance in the clinical services division,
Fitch forecasts neutral to negative FCF over FY24-FY25 (versus
mid-single-digit margins previously), which are weighed down by a
lower earnings base and upcoming restructuring costs. Fitch expects
Clinigen to resume bolt-on acquisitions, and forecast around EUR125
million of M&As over FY24-FY27, financed by internal FCF and RCF
drawdowns.

Clinigen has a fully undrawn GBP75 million RCF available to support
liquidity. Both its RCF and TLB are long-dated with maturities in
May 2028 and May 2029, respectively.

ISSUER PROFILE

Clinigen is a UK-headquartered pharmaceutical services and products
company focused on distributing unlicensed and trial drugs to
markets where they are unavailable through local health systems.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

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
   -----------             ------       --------   -----
Triley Midco 2
Limited              LT IDR B  Affirmed            B

   senior secured    LT     B+ Affirmed   RR3      B+



                           *********


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.

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