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

                          E U R O P E

          Monday, July 15, 2024, Vol. 25, No. 141

                           Headlines



A Z E R B A I J A N

SOCAR: Moody's Affirms Ba1 CFR & Alters Outlook to Positive
[*] Moody's Takes Actions on 5 Azerbaijani Banks


F R A N C E

CALDERYS: Moody's Lowers CFR to 'B2', Outlook Stable
CALDERYS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable


G E O R G I A

GEORGIA GLOBAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


G E R M A N Y

AUTO1 CAR 2024-1: Moody's Assigns (P)Ba1 Rating to Class D Notes
CTEC II GMBH: Moody's Ups CFR to B2 & Sr. Unsecured Notes to Caa1
HORNBACH BAUMARKT: S&P Affirms 'BB+' ICR & Alters Outlook to Stable
NORIA DE 2024: Fitch Assigns 'B+(EXP)sf' Rating on Class F Notes


H U N G A R Y

MBH INVESTMENT: S&P Affirms 'BB+/B' ICR & Alters Outlook to Stable


I R E L A N D

HAYFIN EMERALD XIII: S&P Assigns B-(sf) Rating on Class F Notes
JUBILEE CLO 2014-XII: Moody's Affirms B2 Rating on EUR15MM F Notes
NORTH WESTERLY VIII 2024: Fitch Assigns B-sf Rating on Cl. F Notes
NORTH WESTERLY VIII 2024: S&P Assigns B- Rating on Class F Notes


I T A L Y

LUTECH: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
RINO MASTROTTO: Fitch Assigns B+(EXP) LongTerm IDR, Outlook Stable
TELECOM ITALIA: S&P Upgrades ICR to 'BB' on Netco Disposal


K A Z A K H S T A N

FORTELEASING: Fitch Affirms 'BB' LongTerm IDRs, Outlook Stable


L U X E M B O U R G

GARFUNKELUX HOLDCO 2: Moody's Lowers CFR to Caa1, Outlook Negative
GARFUNKELUX HOLDCO 2: S&P Lowers ICRs to 'CCC+/C', Outlook Neg.
ROSSINI SARL: Fitch Assigns 'B(EXP)' LongTerm IDR, Outlook Stable
ROSSINI SARL: Moody's Rates New EUR1.85-Bil. Secured Notes 'B3'
ROSSINI SARL: S&P Rates EUR1,850MM Secured Notes Due 2029 'B'



N E T H E R L A N D S

ACE HOLDINGS: S&P Assigns 'B' LongTerm ICR, Outlook Stable
BE SEMICONDUCTOR: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
BE SEMICONDUCTOR: S&P Assigns Prelim. BB+ LongTerm Rating
STAMINA BIDCO: Moody's Hikes CFR & Secured Bank Loans to 'B1'


R U S S I A

ALOQABANK: Fitch Assigns 'BB-' LongTerm IDRs, Outlook Stable
NAVOI MINING: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable


S P A I N

BANCAJA 9: Moody's Affirms C Rating on EUR22.6MM Class E Notes


T U R K E Y

ERDEMIR: Moody's Affirms B3 CFR & Rates New Unsecured Notes B3
ULKER BISKUVI: Fitch Rates USD550MM 7-Yr. Unsecured Notes 'BB-'
ULKER BISKUVI: S&P Rates US$550MM Senior Unsecured Notes 'BB'


U N I T E D   K I N G D O M

AMSCAN HOLDCO: Administrators Tapped for Party Supplier
BROAD LANE LEISURE: FRP Appointed as Administrators
EMF-UK 2008-1: Fitch Affirms CCC Rating on Class B2 Notes
MSHA GLOBAL: Cube Hotel Operator Placed in Administration
POLICY PLATFORMS: KPMG to Lead Administration Proceedings

TAURUS 2021-5 UK: S&P Hikes Rating on Class E Notes to BBsf
THAMES WATER: S&P Puts 'BB' Rating on Cl. B Debts on Watch Neg.
UMBRELLA CONTRACTS: Begbies Traynor Appointed as Administrators


X X X X X X X X

[*] BOND PRICING: For the Week July 8 to July 12, 2024

                           - - - - -


===================
A Z E R B A I J A N
===================

SOCAR: Moody's Affirms Ba1 CFR & Alters Outlook to Positive
-----------------------------------------------------------
Moody's Ratings has changed to positive from stable the outlook of
State Oil Company of the Azerbaijan Republic (SOCAR), and affirmed
SOCAR's Ba1 corporate family rating, Ba1-PD probability of default
rating and ba2 Baseline Credit Assessment (BCA).

The rating action follows Moody's decision on July 5, 2024 to
affirm the Ba1 rating of the Government of Azerbaijan and change
the outlook to positive from stable.
RATINGS RATIONALE

The rating action is in line with the sovereign rating action and
reflects SOCAR's strong credit linkages with the state as well as
its significant exposure to Azerbaijan's operating and
macroeconomic environment. The rating action also reflects the
company's sound financial performance and credit metrics amid
resilient oil and gas market environment; strategic importance for
the government of Azerbaijan; and a track record of more discipline
in strategic and shareholder decisions, investment spending and
shareholder distributions which translate into positive cash
generation and solid liquidity.

The positive outlook on the sovereign rating reflects improved
economic prospects that have led to a strengthening in credit
metrics. Rising prominence of the Middle Corridor further bolsters
Azerbaijan's ambition to be a Eurasian transport hub. Greater EU
demand for Azeri gas as well as a widening pipeline of renewable
projects accelerates diversification from depleting oil resources.
At the same time, a lengthening track record of maintaining
macroeconomic stability and fiscal discipline confers greater
credibility to institutional effectiveness, as proven from
resilience in the credit through recent shocks.

As a result, operating and macroeconomic environment for SOCAR has
improved and the government's financial capacity to support the
company, if needed, has strengthened, which is credit positive for
the company.

Given that SOCAR is 100% state owned, Moody's apply Moody's
Government-Related Issuers (GRI) methodology to determine the
company's CFR. SOCAR's Ba1 CFR incorporates (1) the company's BCA
of ba2; (2) the Ba1 foreign currency issuer rating of the
Government of Azerbaijan, with a positive outlook; (3) the very
high default dependence between the state and the company; and (4)
the high probability of the government providing support to the
company in the event of financial distress.

While SOCAR's financial performance weakened in 2023, compared with
a record high in 2022, as the average brent crude oil price
declined to $83 per barrel from $101 per barrel over this period,
it still remains sound. The company's Moody's-adjusted EBITDA
margin was 9.1% in 2023, compared with 11.8% in 2023, 8.7% in 2022
and 6.2% in 2020. SOCAR also generated positive free cash flow
(FCF) for the third year in a row thanks to solid operating cash
flow, moderate capital spending and modest shareholder
distributions. Moody's expect the company's profitability and cash
generation to remain relative stable in 2024-25.

The rating action also reflects SOCAR's strong credit metrics. Its
gross leverage increased to 2.4x in 2023 from 1.5x in 2022 but was
well below the 3.4x in 2021 and 5.2x average in 2018-20, and is
likely to remain around the current level over the next two years.
Moody's-adjusted EBIT/Interest expense was 2.9x in 2023, compared
with 7.6x in 2022 and 2.3x average in 2018-21, and will remain
stable in 2024-25. Finally, RCF/Net debt declined to 49% in 2023
from 118% a year earlier but was above the 31% average in 2018-21.

The company's liquidity is healthy. Its cash balance of AZN8.6
billion as of year-end 2023 and forecasted cash generation of
around AZN2.0 billion over 2024-25 should be sufficient to cover
estimated debt maturities of AZN9.3 billion over this period.

In addition, SOCAR's credit quality reflects its (1) key role in
the oil and gas sector of Azerbaijan and its importance to the
national economy; (2) sustainable hydrocarbon production volumes in
2021-23, although some declines were registered in the first half
of 2024; (3) close links with the Azerbaijan government, which has
accumulated substantial reserves and should be in a position to
provide financial support to the company if needed; and (4) more
discipline in strategic and financial management of the company,
which was demonstrated by the state recently.

However, the company's rating also takes into account its (1)
sizeable trading operations which reduce its consolidated margins,
inflate leverage through the use of short-term debt and limit
predictability of financial results because of the inherent
volatility of these activities; (2) governance considerations,
including its complex organisational structure, limited
transparency and disclosure, and concentrated ownership which may
lead to rapid changes in its strategy and financial profile; and
(3) high operational concentration in Azerbaijan.

ESG CONSIDERATIONS

In addition to governance factors mentioned above, SOCAR has very
high exposure to environmental factors related to carbon transition
risk as decarbonisation efforts and the transition towards cleaner
energy continues.

The company also has high exposure to social factors, mainly driven
by demographic & societal pressures and the push for responsible
production, which are common for oil and gas companies.

Overall, ESG considerations do not have material impact on the
current credit rating. The company's environmental, social and
governance risks are mitigated by the high probability of
government support in the event of financial distress.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook on SOCAR's rating is in line with the positive
outlook on Azerbaijan's sovereign rating and reflects its strong
positioning within its current rating category, with a potential
for an upgrade if Moody's were to upgrade Azerbaijan's sovereign
rating, provided there is no material deterioration in the
company's specific credit factors, including its operating and
financial performance, market position, credit metrics and
liquidity, and no weakening in the probability of extraordinary
state support in the event of financial distress.

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

Moody's could upgrade SOCAR's rating if Moody's were to upgrade
Azerbaijan's sovereign rating, provided there was no significant
deterioration in the company's specific credit factors, including
its operating and financial performance, market position, credit
metrics and liquidity, and no weakening in the probability of
extraordinary state support in the event of financial distress.

Moody's could downgrade SOCAR's rating if (1) Moody's were to
downgrade Azerbaijan's sovereign rating; or (2) there was evidence
that the government's capacity and willingness to provide support
to SOCAR was diminishing; or (3) the company's BCA is downgraded.
SOCAR's BCA could come under pressure if (1) the government's
actions significantly impaired its standalone credit profile
(including unfavourable regulatory or tax changes, significant
equity withdrawals, or increased exposure to large state-initiated
investment projects without funding support); or (2) its operating
and financial performance deteriorated materially; or (3) its
liquidity weakened significantly. Numerically, the BCA could be
downgraded if the company's retained cash flow (RCF)/net debt
declined below 20% and EBIT/interest expense below 4.0x, both on a
Moody's-adjusted and sustained basis.

The methodologies used in these ratings were Integrated Oil and Gas
published in September 2022.

CORPORATE PROFILE

State Oil Company of the Azerbaijan Republic (SOCAR) is a 100%
state-owned, vertically integrated national oil and gas company
headquartered in Baku, Azerbaijan. The company has a monopoly
position in supplying oil and gas products to the domestic market
and is the state's official representative in all oil and gas
projects in Azerbaijan, including all international consortia.
SOCAR has an integrated offering including crude oil and petroleum
products, natural gas, refining products, oilfield services, and
sales and distribution (including trading). Apart from Azerbaijan,
the company mainly operates in Switzerland, Turkiye, the UAE and
Georgia. In 2023, SOCAR reported revenue of AZN85 billion ($50
billion).


[*] Moody's Takes Actions on 5 Azerbaijani Banks
------------------------------------------------
Moody's Ratings, on July 9, 2024, took rating actions on five
Azerbaijani banks, namely, International Bank of Azerbaijan,
Kapital Bank OJSC (Kapital Bank), OJSC XALQ BANK (Xalq Bank), Joint
Stock Commercial Bank Respublika (Bank Respublika), and OJSC Bank
of Baku (Bank of Baku).

These rating actions follow the change of outlook on the Government
of Azerbaijan's Ba1 long-term issuer rating to positive from stable
on July 5, 2024 and upward revision of the country's Macro Profile
to 'Weak" from 'Weak- driven by strengthened operating environment
for the Azerbaijani banks, on the back of improvements in the
country's economic strength and the banks' consistently sound
solvency and liquidity metrics.

Specifically, Moody's have:

(1) upgraded to ba3 from b1 the Baseline Credit Assessment (BCA)
and Adjusted BCA of International Bank of Azerbaijan, upgraded to
b1 from b2 the BCA and Adjusted BCA of Xalq Bank and Bank of Baku,
affirmed the ba3 BCA and Adjusted BCA of Kapital Bank and affirmed
the b2 BCA and Adjusted BCA of Bank Respublika.

(2) upgraded to Ba2 from Ba3 the long-term local and foreign
currency deposit ratings of International Bank of Azerbaijan,
upgraded to Ba3 from B1 the long-term local and foreign currency
deposit ratings of Xalq Bank, upgraded to B1 from B2 the long-term
local and foreign currency deposit ratings of Bank Respublika and
Bank of Baku and affirmed the Ba2 long-term local and foreign
currency deposit ratings of Kapital Bank.

(3) changed to positive from stable the outlooks on the long-term
local and foreign currency deposit ratings of Kapital Bank and Bank
Respublika; changed to stable from positive the outlooks on the
long-term local and foreign currency deposit ratings of Xalq Bank
and Bank of Baku and maintained the positive outlook on the
long-term local and foreign currency deposit ratings of
International Bank of Azerbaijan.

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=3eeAip

RATINGS RATIONALE

IMPROVING OPERATING ENVIRONMENT IN AZERBAIJAN DRIVES CHANGE IN THE
MACRO PROFILE TO 'WEAK' FROM 'WEAK-'

Moody's have changed the Macro Profile Moody's assign to Azerbaijan
to "Weak" from "Weak-" to reflect the improvements in the country's
economic strength. Consequently, Moody's assessment of more
favorable credit conditions for banks in Azerbaijan has resulted in
upward pressure on these banks' intrinsic financial strength (or
BCAs).

The rating actions reflect Moody's view that the country's non-oil
economy, where banks do most of their business, will continue to
expand, driven by the government ongoing efforts to diversify the
economy. Azerbaijan has seen a strong economic diversification
momentum compared to other oil producers, recording higher
cumulative non-oil real GDP growth since 2017 which accelerated in
recent years. Azeri banks will benefit from an improving economic
conditions and favorable operating environment which will translate
into stronger business opportunities, supporting the banks' robust
profitability and good asset quality, strengthening their
standalone credit profiles. Furthermore, the improving quality of
financial sector regulation in the country will foster greater
resilience in the banking sector.

BANK-SPECIFIC FACTORS

-- International Bank of Azerbaijan

Moody's upgraded the bank's BCA to ba3 from b1 and its long-term
deposit ratings to Ba2 from Ba3. The outlook on the Ba2 long-term
deposit ratings remains positive.

The upgrade of the bank's BCA to ba3 from b1 is driven by a
combination of improved operating conditions in Azerbaijan,
reflected in Moody's raising the country's banking system Macro
Profile to "Weak" from "Weak-" and the bank's strengthened solvency
profile and in particular 1) gradually improving asset quality
indicators in recent years with the problem loan ratio decreasing
to 3.3% in 2023 from 4.6% in 2022, (2) a strong capital position
with Tangible Common Equity (TCE)/Risk-Weighted Assets (RWA) ratio
of 26.5% in 2023, (3) robust profitability metrics (the net profit
over tangible assets increased to 2.7% in 2023 from 2.1% in 2022
and (4) ample liquidity and decreasing reliance on market funding.

The upgrade of International Bank of Azerbaijan's local and foreign
currency long-term bank deposit ratings to Ba2 from Ba3 follows its
BCA upgrade.

International Bank of Azerbaijan 's long-term deposit ratings of
Ba2 are based on the bank's BCA of ba3 and Moody's assessment of a
high probability of government support from the Government of
Azerbaijan in case of need, based on the bank's government
ownership and its status as the largest bank in the country with
large market shares in both loans and customer deposits. This
support translates into one-notch rating uplift to the bank's
long-term deposit ratings from its ba3 BCA.

The positive outlook on International Bank of Azerbaijan 's
long-term deposit ratings reflects Moody's expectations that the
bank's credit profile will continue to benefit from improving
economic conditions and a favorable operating environment which
will translate into stronger business opportunities, supporting its
robust profitability and good asset quality.

-- Kapital Bank

Moody's affirmed the bank's ba3 BCA and Ba2 long-term bank deposit
ratings. Moody's also changed to positive from stable the outlook
on the Ba2 long-term deposit ratings.

The affirmation of Kapital Bank's ba3 BCA and its Ba2 long-term
bank deposit ratings follows the sovereign rating action on
Azerbaijan and the improvement in Azerbaijan's banking system's
Macro Profile to "Weak" from "Weak-".

Kapital Bank's BCA is underpinned by (1) good asset quality with
problem loan ratio of 2% in 2023; (2) its solid capital position
with a TCE ratio of 13-14% in 2023 supported by the bank's good
internal capital generation capacity which will be supported by
moderated asset growth; (3) strong profitability (the net profit
over tangible assets was high at around 3% in 2023) that is
supported by high net interest margins and strong efficiency and
(4) limited reliance on market funding and good buffers of liquid
assets with the proportion of liquid banking assets to tangible
banking assets at around 30%.

Kapital Bank's long-term deposit ratings of Ba2 are based on the
bank's BCA of ba3 and Moody's assessment of a high probability of
government support from the Government of Azerbaijan in case of
need, based on the bank's status as the third-largest bank in the
country with large market shares in both loans and customer
deposits. This support translates into one-notch rating uplift to
the bank's long-term deposit ratings from its ba3 BCA.

The positive outlook on Kapital Bank's long-term deposit ratings
reflects Moody's expectations that the bank's credit profile will
further benefit from improving economic conditions and a favorable
operating environment which will translate into stronger business
opportunities, supporting its robust profitability and good asset
quality.

-- Xalq Bank

Moody's upgraded the bank's BCA to b1 from b2 and upgraded to Ba3
from B1 the bank's long-term bank deposit ratings. Moody's also
changed to stable from positive the outlook on the Ba3 long-term
deposit ratings.

The upgrade of the bank's BCA to b1 from b2 was driven by a
combination of the improvement in Azerbaijan's banking system Macro
Profile to "Weak" from "Weak-", lower downside risks in the current
operating environment as well as the bank's strengthened funding
profile. The upgrade of the local and foreign currency long-term
bank deposit ratings to Ba3 from B1 follows its BCA upgrade.

Xalq Bank's b1 BCA reflects solid pre-provision revenue generation,
a strong capital position with TCE/RWA ratio of 16.1% and a
strengthened funding profile with a stable deposit base, decreased
reliance on market funds, to 9% of total assets and a sound
liquidity buffer of 24% of total assets at the end of 2023. These
strengths are moderated by vulnerable asset quality because of a
large proportion of foreign-currency-denominated loans (43% of
gross loans) and substantial single-name credit concentration with
the 17 largest borrowers accounting for 46% of gross loans or 178%
of the bank's tangible common equity (TCE) at the end of 2023.

Xalq Bank's long-term deposit ratings of Ba3 are based on the
bank's BCA of b1 and Moody's assessment of a moderate probability
of support from the Government of Azerbaijan in case of need, based
on the bank's status as the fourth-largest bank in the country with
large market shares in both loans and customer deposits. This
support translates into one-notch rating uplift to the bank's
long-term deposit ratings from its b1 BCA.

The outlook on Xalq Bank's long-term deposit ratings is stable,
reflecting Moody's view that the bank will maintain its sound
fundamentals over the next 12-18 months.

-- Bank of Baku

Moody's upgraded the bank's BCA to b1 from b2 and upgraded to B1
from B2 the bank's long-term bank deposit ratings. Moody's also
changed to stable from positive the outlook on the B1 long-term
deposit ratings.

The upgrade of the bank's BCA to b1 from b2 was driven by a
combination of Azerbaijan's higher banking system Macro Profile at
"Weak" from "Weak-" previously, the lower downside risks in the
current operating environment as well as the bank's improved
liquidity profile.

Bank of Baku's b1 BCA reflects improved asset quality and
profitability in recent years with problem loan ratio of 2.8% of
gross loans at the end of 2023 and return on tangible assets at
3.5% in 2023. At the same time, the BCA is constrained by the
bank's business model focused on the unsecured consumer lending
segment, which is sensitive to economic cycles, as well as its
modest liquidity cushion at 18% of total assets at the end of
2023.

Bank of Baku's long-term deposit ratings of B1 are based on the
bank's BCA of b1 and do not benefit from any uplift from o Moody's
ur assumption of a low probability of support from the Government
of Azerbaijan given the bank's relatively small size and lack of
systemic importance.

The outlook on Bank of Baku's long-term deposit ratings is stable,
reflecting Moody's view that the bank will maintain its robust
credit metrics over the next 12-18 months.

-- Bank Respublika

Moody's affirmed the bank's BCA at b2 and upgraded to B1 from B2
the bank's long-term bank deposit ratings. Moody's also changed to
positive from stable the outlook on the B1 long-term deposit
ratings.

The upgrade of the bank's long-term deposit ratings to B1 from B2
reflects Moody's reassessment of the probability of government
support to "moderate" from "low". Bank Respublika is the
fifth-largest bank in the country by assets, with a market share of
4.4% as at the end of May 2024. The proven sustainability of the
bank's sizable market shares and importance of this bank to the
banking system as well as country's legal advancements in default
resolution practices lead us to believe that there is a higher
likelihood of support from the Government of Azerbaijan to the
depositors of Bank Respublika in case of stress. This support
translates into one-notch rating uplift to the bank's long-term
deposit ratings from its b2 BCA.

Bank Respublika's b2 BCA is underpinned by its solid asset quality
with problem loans accounting for only 1.4% as of the end of 2023,
ample liquidity and stable profitability demonstrated in recent
years, supported by wide, higher than 7%, interest margin. These
strengths are balanced against a weak capital position on the back
of high business growth (TCE/RWA stood at 8.3% at the end of 2023),
and high dependence on key large depositors.

The positive outlook on Bank Respublika's long-term deposit ratings
reflects both (1) Moody's expectation of growth moderation, that
will benefit the bank's financial profile, in particular reducing
pressure on capital, and (2) Moody's view that improvements in the
operating environment will positively affect the bank's solvency
profile and will support its business lending model in the next
12-18 months.

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

Sustained improvement trend in the banks' creditworthiness, further
improvement of the operating environment as well as upgrade of
Azerbaijan's sovereign issuer rating may lead to an upgrade of the
banks' BCA, deposit ratings or outlook change to positive.

A downgrade of Azerbaijan's issuer rating could exert downward
pressure on the deposit ratings of International Bank of
Azerbaijan, Kapital Bank, Xalq Bank, and Bank Respublika. The
ratings of these banks could be downgraded if the likelihood of
government support declines, which is not currently expected.

BCAs and deposit ratings of all five banks could be downgraded or
the outlook on the long-term deposit ratings could be changed to
negative if their solvency or liquidity were to deteriorate
materially or in case of remarkable deterioration of operating
environment.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in March 2024.




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F R A N C E
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CALDERYS: Moody's Lowers CFR to 'B2', Outlook Stable
----------------------------------------------------
Moody's Ratings has downgraded California Holding III Limited
(Calderys or the company)' corporate family rating to B2 from B1
and probability of default rating to B2-PD from B1-PD.
Concurrently, Moody's have affirmed the B2 instrument rating on the
$550 million backed senior secured notes due 2028 issued by
Calderys Financing, LLC, and Moody's have assigned a Caa1 rating to
the new $300 million Payment in Kind (PIK) Toggle Backed Senior
Unsecured notes (PIK Notes) due 2028 to be issued by Calderys
Financing II, LLC. The outlooks are stable.

The rating action follows Calderys' announcement that it intends to
raise a new $300 million PIK Notes to fund a shareholder
distribution. The PIK Notes will be issued outside of the
restricted group of the outstanding $550 million backed senior
secured notes. The transaction is credit negative because it will
result in a material deterioration in credit metrics as Calderys
Opcos will ultimately have to serve the debt issued in the proposed
transaction.

RATINGS RATIONALE

The rating action reflects:

-- The deterioration in credit metrics following the proposed
transaction. Pro-forma the issuance of the PIK Notes, Moody's
estimate leverage to increase to around 4.7x in 2023 from 3.3x and
interest coverage EBITDA / interest to decline to around 2.0x from
3.0x.

-- Calderys' exposure to cyclical end markets, namely in iron and
steel, which account for just less than 50% of its revenue. Moody's
expect demand in Calderys' end markets will remain weak through
2024 and recover from 2025 after two years of cyclical downturn.
However, visibility on speed and timeline of the recovery is low.

-- Moody's expectations of negative free cash flow (FCF) of around
EUR10 million in 2024. This will be mainly driven by growth capital
spending (capex) including  investments for a new factory in India,
which will be however largely funded by local debt. Moody's
forecast also include the first interest payment  on the PIK Notes
in cash. The company may elect to PIK the remaining interest
payments on the PIK Notes, except the first and last payment,
depending on certain conditions. Moody's expect the company will be
able to PIK the interest in 2025, supporting positive FCF. However,
should the interest be paid in cash Moody's FCF would remain
negative.

The rating remains supported by Calderys' leading market position
in the refractories and additives markets  and solid operating
results in 2023 as well as in Q1-2024, which were supported by the
company's ability to increase selling prices and realized synergies
and cost savings, ahead of Moody's expectations. Moody's forecast
earnings will be broadly stable in 2024, and will grow from 2025.
These forecasts assume continued realization of synergies and cost
savings in line with management plans as well as some market
recovery and earnings contribution from growth capex from 2025.

The rating action further reflects governance considerations
associated with the proposed debt funded shareholder distribution,
which is considered as aggressive financial policies. Financial
strategy and risk management is a governance consideration under
Moody's General Principles for Assessing Environmental, Social and
Governance Risks methodology.

LIQUIDITY

Calderys' liquidity is adequate supported by around EUR100 million
of cash on balance sheet and around $183 million available under
the $200 million ABL revolver as of March 2024. These sources
coupled with internally generated cash flow are more than enough to
cover basic cash needs including interest payment, working capital
and maintenance capital spending (capex, 1-2% of sales). In 2024
and 2025, Calderys plans to spend around EUR100 million in growth
capex, including around EUR60 million related to the investment in
India. This investment will be funded by local lines, which Moody's
understand have already been secured.

Moody's liquidity analysis also takes into consideration the risk
that the availability under the $200 million ABL could reduce in
case the value of receivables or inventory would drop, such as
during downturns. The assessment of adequate liquidity also
reflects the low headroom in terms of the borrowing base relative
to the size of the ABL facility.

STRUCTURAL CONSIDERATION

The $550 million backed senior secured notes are guaranteed by
subsidiaries accounting for around 54% of the company's
consolidated EBITDA and are secured by fixed asset collateral of
the guarantors. The capital structure includes a $200 million ABL
revolver, which has a first priority lien on ABL collaterals
(current asset collateral, mainly inventory and receivables), as
well as the $300 million PIK Notes, which rank junior to the senior
secured notes and ABL. The $300 million PIK Notes is located
outside the Calderys OpCo restricted group with no recourse to the
operating company. Given the structural subordination, the $300
million PIK Notes is rated Caa1, two notches below the CFR. The
$550 million senior secured notes rating is rated B2, in line with
CFR, reflecting their ranking ahead of the PIK Notes. A potential
refinancing of the PIK notes through an increase of the quantum of
senior secured debt within the restricted group could lead to
negative pressure on the ratings of the senior secured notes due to
the lower loss absorption from the PIK notes in that scenario.

OUTLOOK

The stable outlook reflects Moody's expectation that, including the
PIK Notes, debt/EBITDA will be around 4.5x-5.0x and EBITDA/interest
between 2.0x-2.5x over the next 12-18 months. The outlook does not
account for any debt-funded shareholder distributions or
acquisitions.

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

Moody's could consider upgrading the rating if debt/ EBITDA
declines below 4.5x on a sustained basis; EBITDA/interest increases
sustainably above 2.5x; FCF/debt improves sustainably in mid-single
digit range in percentage term, leading to good liquidity; the
company demonstrates a track record of prudent financial policy.

Moody's could consider downgrading if Debt/EBITDA is sustainably
above 5.5x; EBITDA/interest reduces below 2.0x; FCF turns
sustainably negative deteriorating the  liquidity profile
deteriorates.

COMPANY PROFILE

California Holding III Limited (Calderys) is a manufacturer and
supplier of refractory materials and additives. The company
generates around 47% of its revenue in the Americas (mainly in the
US), 35% in EMEA and 18% in Asia. The company was formed through
the merger of Imerys S.A. 's (Baa3 stable) high-temperature
solutions business with HWI in February 2023. Calderys reported
around EUR1.6 billion revenue and EUR221 million as
company-adjusted EBITDA in 2023. The company is owned by Platinum
Equity.

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


CALDERYS: S&P Affirms 'B' Issuer Credit Rating, Outlook Stable
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on Calderys'
intermediate parent company, California Holding III Ltd., and on
the existing $550 million senior secured notes issued by Calderys
Financing, LLC.

S&P also assigned a 'CCC+' issue rating to the proposed $300
million senior unsecured notes to be issued by Calderys Financing
II LLC.

The stable outlook reflects S&P's view that Calderys will continue
to weather the challenging macroenvironment, particularly in
Europe, while making progress on its synergy plan and maintaining
adjusted debt to EBITDA well below 6.0x, although with limited
positive free operating cash flow (FOCF) in 2024-2025.

Calderys plans to issue $300 million senior unsecured notes, which
would re-leverage the company.  proceeds from the notes will fund a
one-time distribution of capital to shareholders. S&P said, "We
consider the transaction as credit negative, even though we believe
that Calderys' adjusted leverage remains commensurate with the
current rating. We expect leverage of 4.5x-5.0x in 2024 from 3.5x
in 2023, then reducing to 4.4x-4.7x in 2025 on the back of gradual
realization of synergies and lower restructuring costs--and
therefore improved S&P Global Ratings-adjusted EBITDA."

S&P said, "We expect Calderys' performance to remain resilient in a
challenging macroenvironment. In 2023, revenue grew by about 5%
organically (pro forma and at constant foreign exchange rates), and
by about 2% on a reported basis, supported by a strong performance
in the Americas and Asia-Pacific, while sales in Europe remained
broadly flat. Calderys also successfully implemented price
increases while volume decline has been limited.

"In 2024, we expect a further decrease in volumes primarily driven
by operations in developed regions. This decline will not be fully
offset by operations in Asia-Pacific. Positively, Calderys enjoys
strong growth in India and recovery in Turkey. We understand that
selling prices in Europe and the Americas are holding up well.
Overall, we expect a modest revenue decline in 2024. We continue to
factor in Calderys' exposure to potentially cyclical end markets,
as it mainly serves the iron and steel, thermal, and foundry
industries." Its products are mainly used in construction,
automotive, and industrial end markets.

The integration of Calderys and HarbisonWalker International (HWI)
is largely completed, and realization of synergies could boost
Calderys' profitability. The integration of HWI has not resulted in
major setbacks. The company is on track to deliver synergies on the
back of footprint optimization (closure of three sites),
rationalization of procurement, harmonized selling prices across
the group, and lower fixed costs. S&P said, "We expect the benefits
to be fully visible in the coming two years, because the company
will also decrease associated costs to implement the synergies. We
make important adjustments in our EBITDA figures because we include
restructuring costs, carve-out costs, and the sponsorship fees, and
we do not include running-rate synergies to be realized in the
future. Once restructuring costs decrease, we then expect our S&P
Global Ratings-adjusted EBITDA to sustainably increase above 13%
starting 2025."

S&P said, "We anticipate very limited, if not negative, FOCF in
2024-2025, which will constrain the rating. Under the new $300
million senior unsecured notes, Calderys would be able to choose
between cash interest payments and accrued interests, subject to
certain conditions on restricted payments and minimum liquidity.
Only the first and last coupons will be mandatorily cash payments.
We then expect interest payments in excess of EUR80 million in
2024, when the first cash payment will occur. Cash payments on the
new notes could limit future FOCF.

"In addition, Calderys initiated a project of building a large
greenfield plant dedicated to refractories and steel casting fluxes
in India, for more than EUR70 million over the next three years. We
believe that this project will strengthen Calderys' positioning in
India, which is a fast-growing and profitable market. Once
completed, it would also add more than EUR15 million of EBITDA
annually by 2027 and improve the group's profitability. However, we
expect the Indian capital expenditure (capex) project will put
further pressure on the FOCF in 2024-2025. Positively, we
understand that the Indian capex, as well as other growth capex
projects, are discretionary and could be postponed if needed. The
Indian capex will be financed mainly by local debt amounting to
about EUR55 million, while the remaining funds will be sourced from
local Indian operations.

"Overall, we expect neutral to slightly negative FOCF in 2024, and
neutral to slightly positive FOCF in 2025, depending on whether
Calderys pays cash interest payments on the senior unsecured notes.
We expect FOCF to substantially improve starting 2026, notably upon
the completion of the Indian capex project. We also anticipate
several cash outflows in 2024 which are below the FOCF line. These
include exercising a call option to purchase part of the
minority-owned 40% in Turkish company Haznedar (with the remainder
to be acquired in 2026), some payments for deferred compensation to
former HWI owners, and settling the withholding tax amount from the
purchase price of Calderys India (which has already paid in the
second quarter 2024 and is sourced from the restricted cash
balance).

"The stable outlook reflects our view that Calderys will continue
to weather the challenging macroenvironment, particularly in
Europe, while making progress on its synergy plan and maintaining
adjusted debt to EBITDA well below 6x, although with limited
positive FOCF in 2024-2025."

Downside scenario

S&P could lower the rating if:

-- The group experienced severe margin pressure or operational
issues while combining Calderys and HWI, leading to negative FOCF;

-- Adjusted debt to EBITDA remained above 6x over a prolonged
period;

-- Liquidity came under pressure; or

-- Calderys and its sponsor chose to follow a more aggressive
financial strategy, accepting higher leverage, pursuing debt-funded
mergers and acquisitions (M&A), or increasing shareholder returns.

Upside scenario

S&P could raise the rating if the group develops a track record of
resilient operating performance and EBITDA growth as a stand-alone
entity. In addition, rating upside would depend on Calderys'
management and financial sponsor demonstrating their commitment to
maintaining stronger leverage metrics. Under this scenario, S&P
would expect Calderys to consistently maintain:

-- Adjusted debt to EBITDA below 5x;

-- Funds from operations (FFO) to debt above 12%; and

-- Strongly positive FOCF.

Governance, in particular governance structure, is a negative
consideration in our credit rating analysis of Calderys, as for
most rated entities owned by private-equity sponsors. S&P considers
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects generally finite holding
periods and a focus on maximizing shareholder returns.

Environmental and social factors have an overall neutral influence
on S&P's credit rating analysis. Although the group provides
products and solutions for the iron and steel industry, it does not
have the same energy needs as iron and steel manufacturers. Energy
needs are about 3% of sales. In fact, Calderys' products aim to
improve the performance and efficiency of furnaces and high
temperature processes.




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

GEORGIA GLOBAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Georgia Global Utilities JSC's (GGU)
Long-Term Issuer Default Rating (IDR) at 'BB-'. The Outlook is
Stable.

The affirmation reflects Fitch's unchanged assessment of GGU's
Standalone Credit Profile (SCP) at 'b+' as well as the Parent
Subsidiary Linkage (PSL) with its majority shareholder FCC Aqualia
S.A. (BBB-/Stable), resulting in a one-notch uplift to GGU's IDR.
The PSL links mirror Aqualia's strategic incentives to support its
weaker subsidiary GGU.

The recent tariff increase for the 2024-2026 water regulatory
period is a positive development for GGU's SCP. However, the likely
high exposure to foreign-exchange (FX) risk after the upcoming
refinancing, the expected re-leveraging due to its ambitious capex
plan, and the operating environment remain key constraints for
GGU's SCP.

The Stable Outlook reflects Fitch's expectation that GGU's leverage
metrics will remain within its sensitivities for the SCP of 'b+'
during 2024-2027, while interest coverage could be weak for the
SCP, ultimately depending on the conditions for intercompany debt
refinancing.

KEY RATING DRIVERS

Upcoming Refinancing, Restricted Terms: Since its acquisition by
Aqualia and bond repayment in 2022, GGU holds almost no financial
debt other than shareholder loans (SHLs), which the company targets
refinancing with restricted terms. Fitch expects Aqualia to remain
supportive if the refinancing does not materialise as expected. GGU
also has to fund investments targeted for the 2024-2026 regulatory
period (RP) at its water business. Fitch's rating approach factors
in that Aqualia will hold GGU as a non-recourse subsidiary in the
medium term.

Tariff Increase Credit Positive: The Georgian water sector
regulator has set the tariffs for the 2024-2026 RP. Water tariffs
for Georgia Water and Power LLC's (GWP) commercial customers in
Tbilisi have been substantially increased by about 35%, while
household tariffs are unchanged. Its updated rating case reflects
the tariff increase, with water revenues increasing by 45% in the
2024-2026 RP compared with the 2021-2023 RP.

Ambitious Investment Plan: GGU has increased its investment plan,
which is earmarked for modernising pumping stations (to achieve
energy savings) and refurbishing the water network infrastructure
(to reduce leakages), among other things. In 2024-2026, annual
capex will average about GEL210 million, almost exactly matching
the average forecast EBITDA in its rating case. Due to high capex,
Fitch estimates funds from operations (FFO) net leverage will
gradually increase from 3.4x expected at end-2024 to 4.4x in 2026,
leaving almost no headroom under its leverage guidelines.

Higher FX Risk Post-Refinancing: With the planned refinancing,
Fitch expects GGU to hold most of its debt in foreign currency,
resulting in higher exposure to FX risk. This risk is mitigated by
GGU's electricity revenues being denominated in US dollars, which
could cover roughly half of the interest payment, based on its
preliminary estimate. Fitch also expects the company to hold a
sufficient amount of US dollar-denominated cash deposits after
refinancing. Its forecasts conservatively factor in a negative FX
impact on GGU's debt and interest, in line with its current FX
estimates.

Medium Links with Aqualia: Fitch views the financial contribution
from GGU to the consolidated Aqualia group as reasonable (around
14% of consolidated EBITDA). In its view, GGU offers moderate
growth potential for Aqualia, given the subsidiary's investment
requirements to modernise its water infrastructure, reduce large
water losses and its own electricity consumption. The rating uplift
under the PSL analysis reflects its view that Aqualia has a
'medium' strategic incentive to support GGU, while Fitch assesses
both the legal and the operational incentives to support as 'low'.

New Electricity Market: The launch of organised electricity markets
in Georgia (including balancing and ancillary services market) is
scheduled for 2025. The proposed market reforms aim to establish a
"Georgian Energy Exchange" with daily and intra-day trading,
introducing marginal pricing. This could support higher electricity
prices for GGU (and in turn further mitigate its FX risk). However,
Fitch has incorporated only limited upside from higher power prices
into its rating case, given the limited visibility of the impact
and various delays to the reform implementation.

Volume Risk in Electricity Business: Under the current electricity
market, GGU typically sells its hydroelectric generation to
industrial customers through 12-month bilateral contracts. If GGU
cannot deliver committed volumes due to low hydro resource
availability, the group reimburses the difference between
contracted price and the wholesale balancing price.

GWP's hydro power plant Zhinvali has installed capacity of 130 MW
and electricity production mainly covers the internal consumption
of GWP, with the surplus sold in the wholesale market. The plant
includes a storage reservoir that helps cover demand throughout the
year and offers 12-month contracts to customers, whereas most
competitors are unable to meet the demand for electricity in winter
months, due to the market imbalance.

GWP Paramount for GGU: Following the internal merger between GGU's
subsidiaries GWP and Rustavi Water LLC in 2023, GWP now represents
almost all of GGU's revenues. The company is a regulated water
utility with a natural monopoly in Tbilisi and ownership over its
water and wastewater infrastructure. The remaining business segment
relates to the generation and sale of electricity, with an
installed capacity of 145MW. About 40% of GWP's electricity is
generated for the company's own consumption, while excess
electricity is sold predominantly through bilateral agreements. Any
remaining portion is exposed to merchant risk.

DERIVATION SUMMARY

GGU's business mix combines a regulated water utility business with
hydroelectric-generation assets. The exposure to merchant risk in
its electricity business is mitigated by its large share of
regulated earnings from the water sector, which is based on a
regulated asset base framework.

A close peer of GGU is ENERGO-Pro a.s. (EPas, BB-/Stable), a
utility headquartered in the Czech Republic with operating
companies in Bulgaria, Georgia, Spain and Turkiye. Its core
activities are power distribution, grid support services and
electricity generation. EPas's higher debt capacity than GGU's
reflects its larger size, diversification by geography and type of
business.

Other peers for GGU in the CIS regions are the small Kazak
electricity distribution company Mangistau Regional Electricity
Network Company JSC (MRENC, IDR BB-/Stable, SCP 'b+') and
Uzbekistan-based distribution and supply company Regional
Electrical Power Networks JSC (REPN, IDR BB-/Stable, SCP 'b-').
Like other utilities in Kazakhstan, MRENC is subject to regulatory
uncertainties, especially due to macroeconomic shocks and possible
political interference. MRENC has lower debt capacity than GGU,
butits low leverage results in the same SCP. REPN has a larger
asset base and greater geographical coverage than GGU, but this is
more than offset by GGU's more established regulated asset base
-based regulatory framework, driving the difference between the
SCPs.

The IDRs are of MRENC and REPN are aligned with their owners due to
strong parent-subsidiary links (Mangistau) and strong
government-links (REPN).

KEY ASSUMPTIONS

- Total revenues to average GEL305 million a year in 2024-2026

- Water utility business allowed revenues increasing by 45% in the
2024-2026 RP compared with the 2021-2023 RP

- Electricity business to see annual generation volumes sold on
average at about 224 GWh (gigawatt hour) in 2024-2026 and power
prices on average at about 17 GELTetri/kWh in 2024-2026 based on
Fitch's expectations

- EBITDA margin on average at 68% during 2024-2026

- Capex averaging GEL209 million a year over 2024-2026

- No distributions in 2024-2026. Fitch expects dividends of GEL30
million in 2027

- Refinancing of SHL, with external debt raised at GGU level with
restricted terms similar to old bond (i.e. ring-fenced structure)

- Georgian lari/US dollar annual average exchange rate of 2.95 in
2024 and 3.1 in 2025 and 3.22 in 2026, based on Fitch's FX
forecasts

RATING SENSITIVITIES

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

- Stronger links between GGU and Aqualia could lead to an upgrade
of GGU's IDR

- Improved FFO net leverage (excluding connection fees) sustainably
below 3.5x if accompanied by a consistent financial policy

- Improved business risk resulting from a longer record of
supportive regulation, a material improvement in asset quality
(i.e. significantly smaller network losses or lower own electricity
consumption), or a sustained positive effect resulting from the
launch of organised electricity markets

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

- A reassessment of Aqualia's strategic incentives to support GGU
as 'low' would imply a standalone rating approach for GGU and would
lead to a downgrade of its IDR

- FFO net leverage (excluding connection fees) above 4.5x and FFO
interest coverage (excluding connection fees) below 2.5x on a
sustained basis

- Higher business risk

- A sustained reduction in profitability and cash flow generation
(e.g. through a failure to reduce water losses or deterioration in
cash collection rates); an aggressive financial policy with
increased dividends; or a material increase in exposure to
foreign-currency fluctuations.

LIQUIDITY AND DEBT STRUCTURE

Liquidity Needs Refinancing or Support: At end-2023 GGU's GEL512
million debt comprised almost exclusively the USD164million SHL
provided by Aqualia in 2022 and GEL62million drawn under a second
EUR60million SHL extended by Aqualia in 2023.

GGU's cash on balance was low at GEL7 million at year-end but the
company had around GEL105 million available under the second SHL
extended by Aqualia in 2023. The interest payable on the
USD164million SHL is being cumulated and capitalised under the
second SHL extended by Aqualia.

Fitch expects GGU to refinance the SHLs with own debt raised at GGU
level with restricted terms. The SHLs are due in 2024 but Fitch
understands from management that Aqualia is prepared to extend
their maturity if the refinancing does not take place. As a result,
Fitch assesses GGU's liquidity position as sufficient, also
considering the possibility of deferring the refinancing beyond
2025.

ISSUER PROFILE

GGU is a water utility and renewable energy business that supplies
potable water and provides wastewater collection and processing
services to almost 1.3 million people in Georgia. More than half of
the electricity generated by GGU is sold to third parties, while
the remainder is used by its water supply and sanitation services
business for internal consumption to power its water distribution
network.

ESG CONSIDERATIONS

GGU has an ESG Relevance Score of '4' for Water & Wastewater
Management due to heavily worn-out water infrastructure and large
water losses, which has a negative impact on the credit profile,
and is relevant to the rating[s] in conjunction with other
factors.

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

   Entity/Debt           Rating          Prior
   -----------           ------          -----
Georgia Global
Utilities JSC     LT IDR BB-  Affirmed   BB-




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

AUTO1 CAR 2024-1: Moody's Assigns (P)Ba1 Rating to Class D Notes
----------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to Notes to be
issued by AUTO1 Car Funding S.a r.l., acting with respect to its
Compartment FinanceHero 2024-1:

EUR[ ]M Class A Floating Rate Asset Backed Notes due December
2033, Assigned (P)Aaa (sf)

EUR[ ]M Class B Floating Rate Asset Backed Notes due December
2033, Assigned (P)Aa2 (sf)

EUR[ ]M Class C Floating Rate Asset Backed Notes due December
2033, Assigned (P)A3 (sf)

EUR[ ]M Class D Floating Rate Asset Backed Notes due December
2033, Assigned (P)Ba1 (sf)

Moody's have not assigned a rating to the subordinated EUR[ ]M
Class E Fixed Rate Asset Backed Notes due December 2033.

RATINGS RATIONALE

The Notes are backed by a static pool of German auto loans
originated by Autohero GmbH ("Autohero") to fund the acquisition of
used cars. This is the first issuance of this originator.

The portfolio of assets amounts to approximately EUR 223 million as
of May 2024 pool cut-off date, and the weighted average seasoning
is 14 months. The Reserve Fund will be funded to 1.5% of the Class
A Notes balance at closing and the credit enhancement by
subordination for the Class A Notes will be 18%.

The transaction benefits from credit strengths such as the
granularity of the portfolio, significant excess spread,
counterparty support through the back-up servicer, hedge provider
and independent cash manager. The transaction benefits from a
closing yield of 6.7%. Available excess spread can be trapped to
cover defaults through individual tranche PDLs.

However, Moody's note that the transaction features some credit
weaknesses such as operational risk, interest rate risk, and
limited historical performance data of loans originated by
Autohero. There is high reliance on Autohero in its role as
servicer, which is mitigated by the presence of a back-up servicer
appointed at closing, HmcS Gesellschaft für Forderungsmanagement
mbH (NR) and liquidity support available in the transaction by way
of the reserve funds. The interest rate risk is mitigated by the
existence of an interest rate basis swap that protects the rated
notes from fixed-floating risk. Commingling risk given the
bi-weekly collections by an unrated servicer is also mitigated by
way of a commingling reserve funded at closing.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 7.0%, expected recoveries of 35.0% and a portfolio credit
enhancement ("PCE") of 22.0% for the portfolio to be securitised.
The expected defaults and recoveries capture Moody's expectations
of performance considering the current economic outlook, while the
PCE captures the loss Moody's expect the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by us to calibrate its lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in its ABSROM cash flow model to
rate consumer ABS transactions.

The portfolio expected mean default rate of 7.0% is higher than the
EMEA Auto ABS average and is based on Moody's assessment of the
lifetime expectation for the pool taking into account: (i) historic
performance of the loan book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

Portfolio expected recoveries of 35.0% are lower than the EMEA Auto
ABS average and are based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historic
performance of the loan book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

PCE of 22.0% is higher than the EMEA Auto ABS average and is based
on Moody's assessment of the pool taking into account (i) a degree
of uncertainty considering the depth of data Moody's received from
the originator to determine the expected performance of the
portfolio, and (ii) the relative ranking to the originator's peers
in the EMEA Auto ABS market. The PCE level of 22.0% results in an
implied coefficient of variation ("CoV") of 42.9%.

METHODOLOGY

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

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

Factors that could lead to an upgrade of the ratings of the notes
include: (i) better than expected performance of the underlying
collateral; or (ii) increase in credit enhancement of notes due to
deleveraging.

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) worse than expected performance of the
underlying collateral; or (ii) deterioration in the credit quality
of Autohero.


CTEC II GMBH: Moody's Ups CFR to B2 & Sr. Unsecured Notes to Caa1
-----------------------------------------------------------------
Moody's Ratings has upgraded to B2 from B3 the long term corporate
family rating and to B2-PD from B3-PD the probability of default
rating of CTEC II GmbH (CeramTec or the company), a leading
manufacturer of high-performance ceramic materials for both medical
applications (ceramic components for hip joint implants) and
industrial applications. At the same time, Moody's have upgraded to
Caa1 from Caa2 the rating on the backed senior unsecured notes due
in February 2030 issued at the level of CTEC II GmbH, and upgraded
to B1 from B2 the ratings on the senior secured term loan and the
senior secured revolving credit facility (RCF) due in February 2029
and August 2028, respectively and issued at the level of CTEC III
GmbH, a direct subsidiary of CTEC II GmbH. The outlook remains
stable for all entities.  

"The rating action reflects CeramTec's strong improvement in
operating performance and profitability in 2023 which resulted in a
significant leverage reduction and an upturn in free cash flow
generation. It also reflects Moody's expectation that credit
metrics will further improve in the next 12-18 months supported by
sustained growth in the company's medical segment, albeit slightly
tempered by the weaker performance of the industrial segment." says
Leila Ezzoubair, a Moody's Ratings Analyst, and lead analyst for
CTEC II GmbH.

RATINGS RATIONALE

The rating upgrade reflects CeramTec's improvement in credit
metrics over the past quarters driven by improved profitability.
The company's reported EBITDA margin increased from 30.2% in 2022
to 39.4% in 2023 driven by performance of the company's medical
segment which benefitted from continued good market fundamentals
driving volumes and positive pricing impact. Following the
inflation surge in 2022, CeramTec took measures to adjust their
pricing. The effect of these price adjustments became evident in
2023. This improvement translated into a reduction in
Moody's-adjusted Gross Debt/EBITDA to 6.5x in 2023 from 8.1x in the
previous year. Leverage further improved in LTM March 2024 to 6.2x
driven by continued EBITDA growth.

Moody's expect CeramTec's credit metrics to continue to improve
going forward. Thanks to higher EBITDA, Moody's adjusted leverage
is expected to decline to below 6.0x in the next 12-18 months,
compared to 6.2x as of end March 2024. Moody's adjusted free cash
flow (FCF)/debt is expected to remain positive, averaging around
3.5% per year in the next 12-18 months, while Moody's adjusted
EBITDA/interest is expected to trend towards 3x over the same
period.

CeramTec's B2 rating is supported by the company's strong position
in the niche market of high-performance ceramic materials and
products; attractive end-markets with favourable dynamics in the
medical segment and sound historical operating performance,
reflected in its robust Moody's-adjusted EBITDA margin which
averaged 36% over 2020-23 and increased to around 41% in the last
twelve months ended March 2024, and sound free cash flow (FCF)
generation.

CeramTec's rating is constrained by certain factors. Although there
is a significant improvement, the Moody's-adjusted debt to EBITDA
ratio remains relatively high. Also, the company's business is tied
to the more cyclical industrial segment, including automotive,
electronics, and construction sectors, which introduces some
volatility. There is a degree of event risk related to debt funded
acquisitions, as the company continues its pursuit of diversifying
and enhancing its product portfolio, particularly in the medical
segment.

Governance considerations under Moody's General Principles for
Assessing Environmental, Social and Governance Risks methodology
are a driver of the rating action on CeramTec. Historically, the
company has maintained high leverage, consistently exceeding 7.0x.
However, a notable operating improvement occurred over the past
quarters which led to material decrease in leverage to 6.2x as of
end March 2024. Moody's understand that current shareholders of
CeramTec (BC Partners Fund XI and Canada Pension Plan Investment
Board) are looking to further reduce leverage from the current
level and will only target bolt-on acquisitions that will further
strengthen their portfolio offering and profitability.
Additionally, the rating does not incorporate significant
shareholder distributions or debt-funded acquisitions in the next
12 to 18 months that could lead to material deviation from
Moody’s current projections.

LIQUIDITY

CeramTec's liquidity is good, supported by EUR87 million cash on
balance sheet as of end March 2024 and access to a fully available
EUR250 million revolving credit facility (RCF) that is maturing in
2028. Moody's expect CeramTec to generate positive Moody's-adjusted
free cash flow (FCF) of around EUR50 and EUR90 million in 2024 and
2025, respectively, despite increased capital expenditures for
expanding production capacities in Marktredwitz. Although the
company carries a substantial debt load which implies high annual
interest expense of around EUR130 million, CeramTec's cash
generation is expected to remain sufficient to meet these costs. As
of end March 2024, the EBITDA-to-interest expense ratio stands at
2.1x, with a forecasted improvement towards 3.0x in the next 12 to
18 months.

The RCF is subject to a springing first lien net leverage ratio
covenant set at 9.7x, tested when the facility is drawn by more
than 40%. Moody's expect CeramTec to ensure consistent compliance
with this covenant.

STRUCTURAL CONSIDERATIONS

Moody's rank pari passu the senior secured EUR1,480 million
equivalent Term Loan B and the EUR250 million RCF, which share the
same security and are guaranteed by subsidiaries of the group
accounting for at least 80% of consolidated EBITDA. The B1 ratings
on the senior secured instruments reflect their priority position
in the group's capital structure and the benefit of loss absorption
provided by the EUR465 million senior unsecured notes rated Caa1.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook assumes that CeramTec will reduce
Moody's-adjusted gross leverage to below 6.0x over the next 12-18
months, supported by revenue growth and solid profitability, while
maintaining good liquidity and a healthy Moody's-adjusted FCF.

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

Upward rating pressure could arise if CeramTec's continue to
efficiently execute on its strategy of diversifying its medical
segment portfolio while continuing to deliver improvements in its
operating performance; the company progressively reduces its
Moody's-adjusted debt/EBITDA to below 5.0x on a sustained basis;
its Moody's-adjusted FCF/debt increases to and is maintained in the
mid to high single digit (in percentage terms), and its EBITDA to
interest expense ratio increases towards 3.0x.

Downward rating pressure could arise if Moody's-adjusted
debt/EBITDA increases above 7.0x for a prolonged period; its
Moody's-adjusted EBITDA to interest expenses falls below 2.0x; its
FCF generation weakens materially; if the company opts for
debt-financed acquisitions or shareholder distributions that could
impair its credit metrics, or if there's a material deviation from
the current company's financial policy of continued deleveraging.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Medical
Products and Devices published in October 2023.

COMPANY PROFILE

Based in Plochingen, Germany, CeramTec designs and manufactures
high-performance ceramic materials primarily for medical
applications (ceramic components for hip joint implants) and
industrial applications used in the automobile, electronics,
aerospace, industrial machinery, textile and construction
industries, among others. CeramTec generated consolidated revenue
of EUR821 million and a company reported EBITDA of EUR323 million
in the 12 months ended March 2024.

In August 2021, BC Partners Fund XI and Canada Pension Plan
Investment Board agreed to jointly acquire CeramTec from the
previous owner BC European Capital X and co-investors. The two
funds together hold the majority stake in the company (about 90%),
with management holding the balance.


HORNBACH BAUMARKT: S&P Affirms 'BB+' ICR & Alters Outlook to Stable
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Hornbach Baumarkt AG to
stable from negative and affirmed the 'BB+' issuer credit rating
and the 'BB+' issue rating on the EUR250 million notes due 2026.

S&P said, "The stable outlook reflects our expectation that
Hornbach will continue to recover its profitability toward 8% while
generating positive reported free operating cash flow (FOCF) after
leases, which, backed by a prudent financial policy, should enable
Hornbach to maintain adjusted debt to EBITDA within 2x-3x and FFO
to debt of more than 25% over the next 12-24 months.

"S&P Global Ratings-adjusted EBITDA margins declined to 7.6% in
fiscal 2024 (ended Feb. 29, 2024) from 8% in 2023 compared with our
previous estimate of 7.2%.Revenue contracted 1.6% to EUR6.2 billion
in fiscal 2024 from EUR6.3 billion the year before, driven by lower
volumes and fierce competition in DIY retail, as customer demand
for discretionary products shifts in the high inflationary
environment. While the Hornbach Baumarkt subsidiary saw higher
footfall of about 2%, average basket size decreased. In addition to
the weaker overall demand, adverse weather conditions during the
last spring and summer season, in which Hornbach generates more
than 85% of its earnings, led to subdued business. In response, the
group was able to reduce product costs and saw a less severe
increase in its fixed costs due to lower input costs and tight
control over headcount, which translated into higher savings than
anticipated with our adjusted EBITDA margin for the whole fiscal
year coming in at 7.6% versus our expectation of 7.2%.

"First-quarter fiscal 2025 operating performance was solid, leading
us to assume the adjusted EBITDA margin will slightly improve to
7.8%, but weak consumer sentiment and higher fixed costs cloud our
view of a quick recovery.Hornbach reported a 1.8% increase in
revenue and 33.8% increase in company adjusted EBIT, supported by
product mix and lower commodity costs. Weather was also better in
first-quarter fiscal 2025 compared with fiscal 2024, resulting in
more demand for profitable gardening products. The improvement in
gross margin more than offsets the increase in labor and other
fixed costs. We expect wage increases to hit in fiscal 2025, which
should partially dampen the improvements in gross margins and
result in S&P Global Ratings-adjusted EBITDA margins of 7.8%. At
the same time, we believe consumer sentiment should improve on the
back of real wage increases and, based on continued store openings
from fiscal 2026, the group should get back to about 3%-4% revenue
growth annually and more than 8% S&P Global Ratings-adjusted EBITDA
margins.

"Hornbach's efficient working capital and capex management offset
the weakness in margins, leading to highly positive FOCF after
leases of EUR178 million.While our adjusted EBITDA margins have
contracted, the group managed to reduce inventory levels in fiscal
2024, supporting positive working capital generation despite lower
utilization of its supply chain finance program, down to EUR149.1
million versus EUR250 million in fiscal 2023. Combined with lower
investments, this supported reported FOCF after leases at EUR178
million. We expect only modest working capital inflows in fiscal
2025 and, coupled with the return to higher capex levels to about
3% of sales, we forecast reported FOCF after leases will come in
around EUR110 million in fiscal 2025, leading to a reduction in our
adjusted debt over the next 12-24 months. We do not make a separate
adjustment for the reverse factoring facility, but we note that, in
absence of the utilization, leverage would have been 3.2x in 2023
and 3.0x in 2024. Although we view as positive the reduction in the
utilization, changes in the amount of utilization could
meaningfully impact our credit metrics and cashflow generation
calculations.

"The continuous recovery of Hornbach's credit metrics within the
level commensurate with the 'BB+' rating relies on effective cash
preservation and cost management, and an improving macroeconomic
environment. We view that the recovery in profitability from 7.6%
in fiscal 2024, as well as efficient working capital management and
moderate investment levels, is required to keep ratios in line with
our expectation, namely debt to EBITDA below 3.0x and FFO to debt
above 25%. While the group has showcased its ability to stabilize
and increase gross profit margins, the management of its fixed cost
base and ability to increase prices without hurting sales volumes
depends on a meaningful improvement in consumer sentiment.
Especially in Germany, Hornbach's home market, which accounted for
51% of net sales and 38% of reported segment EBITDA in fiscal 2024,
consumer sentiment and discretionary spending levels were still
weak as of June 2024. That said, we expect real wage growth will
materialize in the remainder of 2024 with an improvement in
consumer sentiment that is likely to support demand in Hornbach's
markets and strengthen profitability."

Its financial policy constrains the group's ability to meaningfully
reduce S&P Global Ratings-adjusted debt. Hornbach dividends paid
increased to EUR40.6 million in fiscal 2024 from EUR29.1 million in
fiscal 2021. Hornbach's dividend policy aims to at least pay stable
dividends, with the ambition to increase the payout ratio over time
to 30% of the previous year's net income. Due to the weakness in
fiscal 2024, payouts remained stable and the ratio stood at 30.7%.
S&P notes that dividends burden the cash flow profile and impact
the group's ability to reduce S&P Global Ratings-adjusted debt
meaningfully. Moreover, if the group were to increase its current
93.68% stake in Hornbach Baumarkt by purchasing shares held by the
minority shareholders, the choice of funding could affect its
credit metrics.

S&P said, "The stable outlook reflects our expectation that
Hornbach will continue to recover its profitability toward 8% while
generating positive reported FOCF after leases. Backed by a prudent
financial policy, this should enable Hornbach to maintain adjusted
debt to EBITDA within 2x-3x and FFO to debt of more than 25% over
the next 12-24 months.

"We calculate the S&P Global Ratings-adjusted financial metrics
based on consolidated financials of the parent Hornbach Holding."

S&P could downgrade Hornbach over the next 12-24 months if its
earnings were to fall short of its base-case expectation due to
intensifying pressure in the competitive home improvement market,
resulting in persistently weaker cash generation and the following
S&P Global Ratings-adjusted credit ratios:

-- Negative reported FOCF after all lease-related payments;

-- S&P Global Ratings-adjusted FFO to debt remaining close to 25%;
or

-- S&P Global Ratings-adjusted debt to EBITDA above 3x.

S&P could also take a negative rating action if it saw a change in
the group's strategy, funding, or financial policy, leading us to
reassess Hornbach Baumarkt's role in the group.

S&P could upgrade Hornbach over the next 12-24 months if an
improvement in operating performance and stability in cash flows
translates into a sustainable improvement of S&P Global
Ratings-adjusted ratios. This would include:

-- Debt to EBITDA below 2.0x; and

-- FFO to debt improving toward 45%.

Conversely, S&P could also upgrade Hornbach Baumarkt if the group
stays on top of the consumer trends and its operating efficiency
initiatives, such that it expands profitably in its target markets,
achieving an adjusted EBITDA margin well above 10% on a sustainable
basis, in line with its larger peers'.

Any upgrade would depend on Hornbach's clear financial policy
leading to a commitment to retain those ratios and that the
Hornbach Baumarkt subsidiary remains a core part of the Hornbach
group.


NORIA DE 2024: Fitch Assigns 'B+(EXP)sf' Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Noria DE 2024 expected ratings.

   Entity/Debt          Rating           
   -----------          ------           
Noria DE 2024

   A FR001400R8K6   LT AAA(EXP)sf  Expected Rating
   B FR001400R8L4   LT AA-(EXP)sf  Expected Rating
   C FR001400R8G4   LT A-(EXP)sf   Expected Rating
   D FR001400R8M2   LT BBB(EXP)sf  Expected Rating
   E FR001400R8H2   LT BB(EXP)sf   Expected Rating
   F FR001400R8I0   LT B+(EXP)sf   Expected Rating
   G FR001400R8J8   LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Noria DE 2024 is a securitisation of unsecured consumer loans
originated by BNP Paribas S.A., German Branch (Consors Finanz;
CoFi; A+/Stable/F1). The transaction has an 11-month revolving
period. The class A to G notes will then pay down pro rata until a
performance or another trigger is breached.

This is the first public securitisation of German unsecured
consumer loans under the Noria brand. Fitch has rated sibling
transactions involving French and Spanish consumer loans.

KEY RATING DRIVERS

Comparatively High Historical Defaults: Fitch has set its default
base case at 9% based on the historical performance of CoFi
originations and considering its economic expectations. Fitch
applied a below the median weighted average (WA) default multiple
of 4.25x at 'AAA'. Fitch assumed a recovery base case of 25% and a
recovery haircut of 55% at 'AAA'. The resulting loss rates are
among the highest in Fitch-rated German unsecured loans
transactions.

High Excess Spread Available: The WA interest rate of the
provisional pool is around 9.65%. This creates ample excess spread,
which can compensate for defaults via principal deficiency ledgers
(PDL). A replenishment limit on the minimum average interest rate
of the additional purchased receivables ensures that excess spread
will not change significantly during the revolving period.

Pro Rata Length Key: The transaction amortises pro rata after the
end of the revolving period until a sequential payment trigger is
breached. The full repayment of senior notes is dependent on the
length of the pro rata attribution of principal funds. Fitch
considers the PDL trigger most effective to stop the pro rata
period in the event of performance deterioration. In its driving
'AAA' scenario, the PDL trigger would be breached five months after
the end of the revolving period and until then the notes would
amortise pro rata.

Counterparty Risks Addressed: The transaction has a fully funded
liquidity reserve for payment interruption scenarios. There are
also reserves for commingling and set-off risk, which will be
funded if the seller is downgraded below rating thresholds of 'BBB'
and 'F2'. All reserves are adequate to cover the relevant
exposures, in its view. Rating triggers and remedial actions for
the account bank and swap counterparty are adequately defined and
in line with its criteria.

RATING SENSITIVITIES

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

Sensitivities to higher default rates and lower recoveries are
shown below:

Defaults increase by 25%

Class A; 'AAsf'; Class B: 'Asf'; Class C: 'BBBsf'; Class D:
'BB+sf'; Class E: 'B+sf'; Class F: 'CCCsf'

Recoveries decrease by 25%

Class A; 'AA+sf'; Class B: 'A+sf'; Class C: 'BBB+sf'; Class D:
'BBB-sf'; Class E: 'BBsf'; Class F: 'B-sf'

Defaults increase by 25% and recoveries decrease by 25%

Class A; 'AAsf'; Class B: 'A-sf'; Class C: 'BBBsf'; Class D:
'BB+sf'; Class E: 'B-sf'; Class F: 'NRsf'

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

Sensitivities to lower default rates and higher recoveries are
shown below:

Defaults decrease by 25%

Class A; 'AAAsf'; Class B: 'AA+sf'; Class C: 'A+sf'; Class D:
'A-sf'; Class E: 'BBB-sf'; Class F: 'BB+sf'

Recoveries increase by 25%

Class A; 'AAAsf'; Class B: 'AA-sf'; Class C: 'Asf'; Class D:
'BBBsf'; Class E: 'BB+sf'; Class F: 'BB-sf'

Defaults decrease by 25% and recoveries increase by 25%

Class A; 'AAAsf'; Class B: 'AA+sf'; Class C: 'AA-sf'; Class D:
'A-sf'; Class E: 'BBBsf'; Class F: 'BB+sf'

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

Noria DE 2024

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

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

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

ESG CONSIDERATIONS

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




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

MBH INVESTMENT: S&P Affirms 'BB+/B' ICR & Alters Outlook to Stable
------------------------------------------------------------------
S&P Global Ratings revised to stable from positive its outlook on
the long-term rating on MBH Investment Bank Co. Ltd. (MBHI).

At the same time, S&P affirmed its 'BB+/B' long- and short-term
issuer credit ratings on the bank.

Reflecting challenges, that MBH Bank Nyrt -- the parent of MBH
Investment Bank Co. Ltd. (MBHI) --faces over the coming 12 months,
we no longer expect a material improvement in MBHI's
creditworthiness, which S&P views as fully reliant on that of its
parent.

S&P said, "We no longer expect a material short-term improvement in
MBHI's creditworthiness, which relies on that of the parent group.
Due to stronger-than-expected inorganic growth, the group's capital
accumulation was not as strong as we expected, while at the same
time the restructuring was slower than we anticipated. We also
continue to see material execution risks, specifically around
establishing uniform core IT infrastructure while reducing
operating costs." As such, material synergies and benefits are
likely to crystallize in a more distant future, in contrast to the
medium-term horizon that we expected originally.

Ultimately, if management tackles the operational integration and
consolidation, upgrade of the IT infrastructure, and risk
management standards, S&P thinks the group can achieve efficiency
gains and solid profitability throughout the cycle. However,
management still has to deliver proof that it can execute the steps
toward its ultimate goal of being a strong national player with
state-of-the-art bank operating systems comparable with those of
higher rated peers.

S&P said, "The rating affirmation reflects our view that the MBHI
as part of the group will protect its market shares, profitability,
and capitalization and that it is to remain a core subsidiary to
the group, receiving support under any foreseeable circumstances.
Our ratings on MBHI are based on our view of the company's
strategic importance to its parent, MBH. We acknowledge that,
despite complex restructuring, the group retained its market share
of about 17% of loans in Hungary, which we view as positive. By our
calculation, the group's adjusted return on average equity was 20%
and cost-to-income ratio about 60% in 2023 and first-quarter 2024
(this differs from the bank's calculation). The results mainly
reflect benefits from the high interest rate environment.

"The stable outlook reflects our view that MBHI will continue its
transformation as part of the MBH group, maintaining leading
positions in its core business, progressing on the restructuring,
and successfully integrating new acquisitions, while fixing the
inefficiencies in its business operations, IT infrastructure, and
in its risk management. We also expect the group will not pursue
any further acquisitions until successful integration and full
compliance with the regulatory requirements on risk management
processes and standards."

S&P expects MBHI will maintain its integral importance to the
group.

S&P would lower the ratings in the next 12 months if:

-- The group does not sufficiently progress on resolving the
deficiencies in risk management as highlighted by recent regulatory
review.

-- The group does not successfully execute the merger milestones
or does not realize potential synergies and stronger operating
infrastructure within the group.

-- The acquisitions impair MBH's creditworthiness; for example, if
its asset quality deteriorates or if the capital buffer decreases,
as indicated by the RAC ratio falling below 7%.

An upgrade is a remote scenario over the next 12 months. Beyond
S&P's outlook horizon, it could take a positive rating action if
MBH successfully executes the merger with performance and
efficiency metrics being in line with higher rated peers. At the
same time, MBH would need to demonstrate materially strengthened
capitalization, while showing a record of successful integration of
new acquisitions. Improvement of risk management and operating
efficiency to a level commensurate with investment-grade-rated
peers would be a prerequisite for an upgrade.




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

HAYFIN EMERALD XIII: S&P Assigns B-(sf) Rating on Class F Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Hayfin Emerald
CLO XIII DAC's class A, B-1, B-2, C, D, E, and F notes. At closing,
the issuer also issued unrated subordinated notes.

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

The portfolio's reinvestment period will end on Jan. 10, 2029.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,778.34

  Default rate dispersion                                 578.92

  Weighted-average life (years)                             4.55

  Obligor diversity measure                               106.17

  Industry diversity measure                               18.79

  Regional diversity measure                                1.26


  Transaction key metrics

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

  'CCC' category rated assets (%)                            0.0

  Covenanted 'AAA' weighted-average recovery (%)           35.11

  Actual weighted-average spread (net of floor, %)          3.97

  Actual weighted-average coupon (%)                        4.06


Rating rationale

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the actual target weighted-average spread of 3.97%, the
covenanted weighted-average coupon of 4.10%, and the covenanted
portfolio's weighted-average recovery rates at each rating level.
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 at the time of assigning
final ratings.

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

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

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

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

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to, the
following: electrical utility under certain conditions; oil and gas
producer under certain conditions; one whose revenues are more than
25% derived from production of opioids, banned hazardous chemicals
and pesticides or food commodity derivatives industry or soft
commodity trading; one whose revenues are more than 20% derived
from services to private prisons; one whose revenues are more than
15% derived from oil exploration; storage facilities or storage
services for oil, pipelines, or infrastructure for the use in the
oil life cycle; equipment or infrastructure intended for use in oil
extraction; one whose revenues are more than 10% derived from
manufacturing of civilian firearms or palm oil; one whose revenues
are more than 5% derived from pornographic or prostitution, tobacco
and tobacco-related products, gambling, unconventional extraction
of oil and gas, or thermal coal production; United Nations Global
Compact Ten Principles violations; payday lending; endangered
wildlife; weapons of mass destruction or controversial weapons;
fossil fuels; and illegal drugs. Accordingly, since the exclusion
of assets from these industries does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

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

  A        AAA (sf)     244.00      39.00     3M EURIBOR + 1.52%

  B-1      AA (sf)       29.00      28.00     3M EURIBOR + 2.25%

  B-2      AA (sf)       15.00      28.00     5.65%

  C        A (sf)        23.00      22.25     3M EURIBOR + 2.90%

  D        BBB- (sf)     28.00      15.25     3M EURIBOR + 4.35%

  E        BB- (sf)      18.20      10.70     3M EURIBOR + 6.84%

  F        B- (sf)       12.00       7.70     3M EURIBOR + 8.34%

  Sub.     NR            36.50        N/A      N/A

*The ratings assigned to the class A, B-1, and B-2 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.

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


JUBILEE CLO 2014-XII: Moody's Affirms B2 Rating on EUR15MM F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Jubilee CLO 2014-XII DAC:

EUR29,500,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030, Upgraded to Aa1 (sf); previously on Nov 12, 2021 Upgraded to
A1 (sf)

EUR25,500,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030, Upgraded to A2 (sf); previously on Nov 12, 2021 Upgraded to
Baa1 (sf)

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

EUR304,000,000 (Current outstanding amount EUR194,645,510) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Nov 12, 2021 Affirmed Aaa (sf)

EUR32,000,000 Class B1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Nov 12, 2021 Upgraded to Aaa
(sf)

EUR25,000,000 Class B2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Nov 12, 2021 Upgraded to Aaa (sf)

EUR34,000,000 Class E Deferrable Junior Floating Rate Notes due
2030, Affirmed Ba2 (sf); previously on Nov 12, 2021 Affirmed Ba2
(sf)

EUR15,000,000 Class F Deferrable Junior Floating Rate Notes due
2030, Affirmed B2 (sf); previously on Nov 12, 2021 Affirmed B2
(sf)

Jubilee CLO 2014-XII DAC, originally issued in May 2014, refinanced
in January 2017, October 2017 and in March 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Alcentra Limited. The transaction's reinvestment period
ended in October 2021.

RATINGS RATIONALE

The rating upgrades on the Class C and D notes are primarily a
result of the significant deleveraging of the Class A notes
following amortisation of the underlying portfolio since the last
deal review in October 2023.

The affirmations on the ratings on the Class A, B1, B2, E and F
notes are primarily a result of the expected losses on the notes
remaining consistent with their current rating levels, after taking
into account the CLO's latest portfolio, its relevant structural
features and its actual over-collateralisation ratios.

The Class A notes have paid down by approximately EUR84.1 million
(28%) since the last deal review in October 2023 and EUR109.3
million (36%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated June 2024 [1], the
Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 151.78%, 135.85%, 124.56%, 112.12% and 107.39% compared
to October 2023 [2] levels of 136.28%, 125.98%, 118.26%, 109.32%
and 105.80%, respectively.

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

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

Performing par and principal proceeds balance: EUR381.5 million

Defaulted Securities: EUR5.5m

Diversity Score: 42

Weighted Average Rating Factor (WARF): 3244

Weighted Average Life (WAL): 2.86 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.75%

Weighted Average Coupon (WAC): 3.71%

Weighted Average Recovery Rate (WARR): 44.19%

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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


NORTH WESTERLY VIII 2024: Fitch Assigns B-sf Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned North Westerly VIII 2024 ESG CLO DAC
final ratings.

   Entity/Debt              Rating             Prior
   -----------              ------             -----
North Westerly VIII
2024 ESG CLO DAC

   A Loan               LT AAAsf  New Rating   AAA(EXP)sf

   A XS2812395627       LT AAAsf  New Rating   AAA(EXP)sf

   B XS2812395973       LT AAsf   New Rating   AA(EXP)sf

   C XS2812396278       LT Asf    New Rating   A(EXP)sf

   D XS2812396435       LT BBB-sf New Rating   BBB-(EXP)sf

   E XS2812396609       LT BB-sf  New Rating   BB-(EXP)sf

   F XS2812396864       LT B-sf   New Rating   B-(EXP)sf

   M1 XS2812397086      LT NRsf   New Rating   NR(EXP)sf

   M2 XS2812397243      LT NRsf   New Rating   NR(EXP)sf

   Subordinated
   Notes XS2812397599   LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

North Westerly VIII 2024 ESG CLO DAC is a securitisation of mainly
senior secured obligations with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by Aegon Asset
Management UK PLC and North Westerly Holding BV, a wholly-owned
subsidiary of Aegon Asset Management Holding BV. The CLO has an
approximately five-year reinvestment period and an approximately
eight-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 24.2.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.6%.

Diversified Portfolio (Positive): The transaction includes two
matrices covenanted by a top 10 obligor concentration limit at 20%
and fixed-rate asset limits of 10% and 5%. It has various
concentration limits, including the maximum exposure to the three
largest Fitch-defined industries in the portfolio at 40%. These
covenants ensure that the asset portfolio will not be exposed to
excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which can be one year after
closing at the earliest. The WAL extension is at the option of the
manager but subject to the transaction passing all tests and the
adjusted collateral principal amount being at least at the
reinvestment target par.

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

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant. This is to account for the strict reinvestment conditions
envisaged by the transaction after its reinvestment period, which
include passing the coverage tests, Fitch WARF test and the Fitch
'CCC' bucket limitation test after reinvestment as well as a WAL
covenant that progressively steps down, before and after the end of
the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

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

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

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

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

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

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

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

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

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for North Westerly VIII
2024 ESG CLO DAC. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.


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

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

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

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

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,778.37

  Default rate dispersion                                 520.69

  Weighted-average life (years)                             4.90

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

  Obligor diversity measure                               122.24

  Industry diversity measure                               21.95

  Regional diversity measure                                1.23


  Transaction key metrics

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

  'CCC' category rated assets (%)                           0.00

  Target 'AAA' weighted-average recovery (%)               37.72

  Target weighted-average spread (net of floors; %)         3.97

  Target weighted-average coupon (%)                        3.78

Rationale

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.97%), the
covenanted weighted-average coupon (3.00%), and the covenanted
weighted-average recovery rates at all rating levels, as indicated
by the collateral co-managers. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

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

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

"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings as of the closing date.

"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.

"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 provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-loan and
class A to E notes based on four hypothetical scenarios.

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including but not limited to, the following:
company or corporation in breach of UN Global Compact principles;
coal-based power generation, mining and trade of uranium and other
radioactive elements, production and transportation of fossil
fuels, gambling, endangered wildlife, controversial weapons,
opioids, tobacco, palm oil, pornography, prostitution, payday
lending; Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

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

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

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

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

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

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

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

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

  M-1       NR           15.00      N/A              N/A

  M-2       NR           35.00      N/A              N/A

  Sub       NR           41.93      N/A              N/A

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

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




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

LUTECH: Moody's Affirms 'B2' CFR & Alters Outlook to Stable
-----------------------------------------------------------
Moody's Ratings affirmed the B2 long term corporate family rating
and B2-PD probability of default rating of Libra HoldCo Sarl
(Lutech or the company). Moody's also affirmed the B2 rating on the
backed senior secured notes borrowed by Lutech S.p.A. due 2027. The
outlook on both entities was changed to stable from negative.

RATINGS RATIONALE

The rating action reflects:

-- Moody's expectation that credit metrics will continue to
gradually strengthen in the next 12-18 months, driven by EBITDA
growth. Structural drivers in the Italian IT service industry
support enduring favourable market trends. Additionally, Moody's
expect the realization of synergies from the acquisition of Atos
Italia will contribute to this growth, along with a decrease in
extraordinary items from peak in 2023, given that the integration
process following this acquisition is mostly finished.

-- As a result, Moody's forecast Moody's adjusted Debt / EBITDA to
reduce towards 5.0x in the next 12-18 months from 6.1x in 2023 on a
pro forma basis, and Moody's adjusted Free Cash Flow (FCF) to turn
positive from 2024 onwards, with FCF /Debt strengthening towards
mid single digits in the next 12-18 months. These forecast metrics
will meet Moody's expectations for Lutech's B2 CFR.

The company's (1) revenue scale (EUR0.8 billion) at the lower end
of rated IT service companies and concentration in Italy (90% of
revenues), (2) high leverage (6.1x Moodys adjusted Debt / EBITDA as
of 2023) following LBO by Apax in 2021 and ongoing acquisitions,
but with expectation of improvement, (3) large working capital
position and other extraordinary items, that weighed on FCF
historically, and (4) acquisitive strategy and risk of debt-funded
M&A, all constrain the B2 CFR.

The company's (1) exposure to the Italian IT market with
significant medium-term growth potential; (2) solid regional market
position, with good diversification by end customers, and long
standing customer relationships, however competition is intense;
(3) some share of recurring revenue (about 50% of sales) that
supports earnings stability; and (4) good liquidity; all support B2
CFR.

LIQUIDITY

Moody's consider the liquidity of Lutech as good, supported by cash
on balance sheet of EUR116 million as of March 2024 and the
revolving credit facility (RCF) EUR95 million due 2026, which was
fully undrawn as of March 2024. Moody's also expect the company to
generate positive FCF in the next 12-18 months.

There next major debt maturities are in December 2026, when the
EUR100 million senior secured term loans and the EUR95 million of
RCF mature. The EUR338 million backed senior secured notes mature
in May 2027. Moody's expect the company to address its refinancing
needs at least 12-18 months in advance of maturities.

The RCF has one springing maintenance covenant set to be tested
only if 40% of more of the RCF facility is drawn. Moody's expect
the company will maintain ample headroom under this covenant over
the next 12-18 months.

STRUCTURAL CONSIDERATIONS

The capital structure of Lutech primarily consists of the EUR338
million backed senior secured notes due in 2027 issued under Lutech
S.p.A.; the EUR100 million term loan A due in 2026, and a EUR95
million super senior revolving credit facility (SSRCF) due in 2026.
The backed senior secured notes, term loan, and SSRCF all benefit
from the same guarantor and collateral package, but the SSRCF ranks
senior in an enforcement scenario. As such Moody's rank the backed
senior secured notes pari passu with the term loan and behind the
SSRCF. The backed senior secured notes and the term loan and
together comprise the majority of liabilities and are therefore
rated in line with the long term corporate family rating at B2.

The collateral package includes certain share pledges, intercompany
receivables and bank accounts. The guarantor coverage is set at a
minimum level of 80% of consolidated EBITDA. The B2-PD probability
of default rating is at the same level as the long term corporate
family rating reflecting the use of a 50% recovery rate as typical
for these structures.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that debt/EBITDA
will reduce towards 5.0x in the next 12-18 months, driven by EBITDA
growth. This expectation is underpinned by the favourable market
trends in the Italian IT service industry. Additionally, synergies
from the acquisition of Atos Italia are expected to contribute to
this growth, along with a decrease in extraordinary items. The
stable outlook also factors in Moody's expectation that the company
will maintain good liquidity and its FCF will turn positive from
2024 onwards, with FCF/Debt at mid-single digits in the next 12-18
months.

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

Upward pressure on the rating could develop if  there is a
significant increase in size and scale the company's
Moody's-adjusted debt/EBITDA moves sustainably towards 4.0x, and
its Moody's adjusted FCF/debt moves sustainably towards 10%, and
there is adequate liquidity without major debt-funded acquisitions.
In addition, Financial policy, including the sponsor commitment to
maintaining lower leverage, is also an important consideration for
a higher rating.

Downward pressure on the rating could develop if Lutech does not
reduce its Moody's-adjusted debt/EBITDA below 5.5x, or its
Moody's-adjusted FCF/debt fails to improve to mid-single digits
over the next 12-18 months, or Moody's-adjusted EBITA/Interest is
below 2.0x or if liquidity becomes weak.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Milan, Italy, Libra HoldCo Sarl (Lutech) is a
leading Italian IT service company supporting its client base in
digital transformation projects. The Company is a System Integrator
across the entire digital ecosystem: vertical digital solutions
combined with horizontal digital solutions and supporting
infrastructures, with dedicated offering in 6 core verticals with
industry process knowledge supported by specific digital enabling
technologies and competences.

The company is focused on the Italian market where it generates
around 90% of its revenue. Lutech is owned by funds ultimately
controlled by private equity firm Apax, which acquired it from One
Equity Partners in 2021.

In the last twelve months ended March 2024, Lutech generated EUR834
million and company-adjusted EBITDA of EUR112 million based on
Italian GAAP, pro forma change in perimeter due to the acquisitions
completed year-to-date and expected synergies.


RINO MASTROTTO: Fitch Assigns B+(EXP) LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Rino Mastrotto Group S.p.A. (RMG) a
first-time expected Long-Term Issuer Default Rating (IDR) of
'B+(EXP)' with a Stable Outlook.

At the same time, Fitch has assigned RMG's planned senior secured
notes (SSN) of EUR320 million an expected rating of 'BB-(EXP)' with
a Recovery Rating of 'RR3'. The proceeds from the SSNs will be used
to refinance existing bank debt of around EUR186 million and to pay
EUR124 million dividends to its shareholders plus transaction
fees.

RMG's IDR reflects niche-scale operations with certain customer
concentration, which are balanced by its entrenched role as a
supplier of customised intermediate leather and textile products to
premium and luxury clients in fashion, automotive & mobility and
interior design. It also has a resilient business model with strong
EBITDA margins and healthy free cash flow (FCF), in combination
with moderate leverage.

The Stable Outlook reflects its view that RMG will continue its
profitable growth, which will help reduce EBITDA leverage towards
4.0x by 2026 from around 5.0x at end-2024.

KEY RATING DRIVERS

Narrow Product Range; Bespoke Offering: RMG's rating reflects its
narrow product range with 82% of 2023 EBITDA (pro-forma (PF) for
acquisitions) from leather, 16% from textile & components and the
remainder from value-added services. The limited product offering
is balanced by a bespoke product approach, which supports high
customer retention and longstanding customer relationships. Top
clients in the luxury segment have low incentives to change
suppliers due to high customisation and low price sensitivity. In
the automotive segment, client retention spans the lifecycle of
models of five-to-seven-years on average.

Entrenched Position in Niche Luxury: RMG's business risk profile
benefits from long-lasting relationship with global premium and
luxury fashion companies and automotive original equipment
manufacturers, and Fitch expects this trend to continue.
Concentration risk stems from its top five clients accounting for
34% of 2023 PF revenue, but Fitch views the risk of customer loss
as highly unlikely. RMG's longstanding relationships with its top
clients in the luxury and automotive segments span between 14 and
20 years and the company has a 99% retention rate in its luxury
creation segment.

Increased Exposure to Luxury Segment: Fitch takes a positive view
of RMG's recent increased focus on premium and luxury fashion,
which accounted for 51% of 2023 PF revenue. This increases its
exposure to soft luxury, which is more resilient in economic
downturns, especially in high-end products. The strategic switch to
the luxury segment, which Fitch estimates will grow at
mid-to-high-single digits a year until 2028, diversifies away from
a volatile automotive business (33% of PF 2023 revenue). However,
Fitch projects the automotive segment to recover starting from 2026
after a pronounced contraction in 2024 and a mild decline in 2025
as contracted revenue kicks in.

Efficient Cost Management Supports Profitability: RMG has shown
resilient operating performance through the cycle, with efficient
management of volatile prices for hides and chemicals - its key raw
materials. It has optimised input costs and passed on costs
increases to customers by regularly renegotiating selling prices in
the luxury segment and by contracted mechanisms in the automotive
segment. Fitch therefore expects Fitch-adjusted EBITDA margin to
improve) to 21.5% by 2028 from 18.4% in 2023 (PF for recent
acquisitions).

Margin Expansion Drives Deleveraging: Fitch forecasts EBITDA
leverage at 4.9x at end-2024, which is high for the rating. The
Stable Outlook reflects its expectation that leverage will fall
below 4.5x by 2026, on gradual EBITDA margin expansion as RMG
increases its focus on the more profitable luxury segment, raises
productivity, introduces a more efficient tanning process and
sources certain production processes in-house.

Healthy FCF: EBITDA margin expansion, coupled with modest capex
needs (with 1% maintenance capex intensity and overall capex
intensity at 3%-4% until 2028), manageable interest expense and
contained working-capital outflows, will underpin healthy FCF
generation. Fitch estimates FCF margins will be sustained at
mid-single digits until end-2026, and increase to above 8% by 2027.
This is strong and will support the company's rating at the upper
end of the 'B' category.

Transformative M&A Event-Risk: RMG has grown organically,
complemented by several smaller M&A, some of which were
debt-funded. Fitch expects the company will continue to make small
add-on acquisitions by reinvesting around EUR10 million-EUR15
million of FCF, aimed at internalising certain production
processes. Material debt-funded transformative M&As are not part of
its rating case and will be treated as an event risk.

DERIVATION SUMMARY

Fitch does not rate direct peers of RMG, which acts as a supplier
in consumer products manufacturing. However, Fitch considered
Golden Goose S.p.A. (B+/Stable) and Flos B&B Italia S.p.A.
(B/Stable), which share certain similar credit factors and are
exposed to the industries of fashion and interior design.

RMG is rated in line with Golden Goose, a luxury footwear producer
and retailer. RMG is smaller in revenue and EBITDA and has weaker
operating margin than Golden Goose. However, RMG's credit profile
benefits from higher operating resilience due to exposure to the
higher-end luxury segment and presence in different end-markets of
fashion, automotive & mobility and interior design. Golden Goose is
exposed to a single fashion category, and faces fashion and retail
risks, with concentration on a single product.

RMG is rated above Flos B&B Italia (previously known as IDG), a
high-end lighting and furniture producer, which is bigger in scale
and more diversified by products. This is balanced by RMG's broadly
similar estimated EBITDA margins but stronger expected FCF margins
and lower projected leverage at 4.5x in 2025 versus Flos B&B
Italia's around 5.0x. Fitch also views RMG's operations as more
resilient to economic downturns due to exposure to luxury fashion
and its established long-term relationships with key customers.

KEY ASSUMPTIONS

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

- Organic revenue flat in 2024, followed by 6% growth annually over
2025-2028

- EBITDA at 18.9% of gross revenues (including other income) in
2024, gradually increasing to 21.5% in 2028

- Effective interest rate of 7.2% in 2025, before declining to 6.5%
in 2028, in line with Fitch's forecasts

- Capex at around 3.6% of revenues over 2024-2028

- M&A spending of around EUR10 million-EUR15 million a year

- Restricted cash of EUR25 million to operate the business

RECOVERY ANALYSIS

Key Recovery Assumptions

- The recovery analysis assumes that RMG will be considered as a
going concern (GC) rather than liquidated in bankruptcy given its
strong market position and the long-term relationship with
customers

- Fitch assumed 10% administrative claim and EUR33.6 million of
securitisation (drawn amount at end-2023), which are unavailable
during restructuring and hence deducted from the enterprise value
(EV)

- The estimated GC EBITDA of EUR55 million reflects the level of
earnings required for the company to sustain operations as a GC in
unfavourable market conditions of shrinking volumes and with an
inability to pass on cost increases

- Fitch assumed a 5.5x EV/EBITDA multiple, reflecting RMG's healthy
underlying operating and FCF margins and attractive luxury segment
fundamentals. This EV/EBITDA multiple is in line with that of
Golden Goose but below Flos B&B Italia's 6.0x due to the latter's
larger scale

- Post-refinancing RMG's debt will consist of a EUR50 million super
senior revolving credit facility (RCF) due in 2031 (six months
before the SSNs) and EUR320 million SSNs due in 2031. The RCF is
prior-ranking and, in accordance with Fitch's rating criteria,
Fitch assumes it to be fully drawn prior to distress. The SSNs rank
after the RCF and EUR6.7 million bilateral bank facilities

- Its waterfall analysis generates a ranked recovery for the SSNs
in the 'RR3' band, indicating a 'BB-' rating. The waterfall
analysis output percentage on current metrics and assumptions is
59%.

RATING SENSITIVITIES

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

- An upgrade is unlikely in the medium term given the limited scale
of the company. Increased revenue base, lower customer
concentration and EBITDA materially above EUR100 million will be
considerations for a positive rating action, in combination with

- EBITDA leverage below 3.0x on a sustained basis

- EBITDA interest coverage above 4.0x

- FCF margin sustained in high single digits

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

- EBITDA leverage exceeding 4.5x on a sustained basis

- EBITDA interest coverage below 3.0x

- FCF margin below 4.0%
on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Post-refinancing, Fitch estimates RMG will
have a EUR53 million cash balance and a EUR50 million RCF, which
Fitch expects to remain fully undrawn for 2024-2028.

Fitch projects a continuous build-up of cash leading to year-end
freely available cash in excess of EUR100 million by end-2028,
supported by sustainable positive FCF generation, from which Fitch
deducts EUR25 million as the minimum cash amount required for daily
operations. All this leads to a comfortable liquidity position.

Debt Structure: RMG has a concentrated debt structure, with its
debut EUR320 million seven-year SSNs. The proposed EUR50 million
RCF will mature six months before the notes. It has no major
maturities before the SSNs come due.

ISSUER PROFILE

RMG is an Italian manufacturer of customised leather & textile
intermediate products for luxury fashion houses, automotive &
mobility and interior design industries.

DATE OF RELEVANT COMMITTEE

25 June 2024

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   
   -----------             ------                  --------   
Rino Mastrotto
Group S.p.A.        LT IDR B+(EXP) Expected Rating

   senior secured   LT     BB-(EXP)Expected Rating   RR3


TELECOM ITALIA: S&P Upgrades ICR to 'BB' on Netco Disposal
----------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Telecom Italia SpA (TIM) as well as its ratings on the group's
senior unsecured debt to 'BB' from 'B+'. At the same time, S&P
affirmed its 'B' short-term rating and removed all ratings from
CreditWatch positive, where S&P placed them on Nov. 9, 2023.

S&P said, "The stable outlook reflects our expectation that TIM
will turn around its domestic business in line with our
expectations, demonstrated by a stabilization in its customer base
and average revenue per user (ARPU), while maintaining robust
trading in Brazil, such that it posts leverage of below 4.0x in
2024 and further strengthen credit metrics in 2025 and 2026."

On July 1, 2024, TIM closed the disposal of its fixed network
infrastructure assets (NetCo) to Kohlberg Kravis Roberts & Co. L.P.
(KKR).

The upgrade reflects S&P's view of TIM's improved credit profile,
driven by the anticipated significant reduction of debt through the
disposal proceeds and TIM's commitment to maintain moderate
leverage. Netco's disposal has reduced materially the group's
scale, earnings, asset base, and operations, which led us to revise
downward its business risk profile. However, the group's target of
a moderate capital structure following the transaction offsets
this. The group expects to reduce debt by about EUR14 billion
(after leases) as a result of the Netco disposal. This will
materially lower adjusted debt to EBITDA to below 4.0x in 2024 and
2025 from around 5.0x previously.

The group's considerable size and strong footing in its domestic
market and Brazil continue to support its business risk profile.
Following the disposal, the group will retain considerable size,
with reported revenues exceeding EUR14 billion and reported EBITDA
of over EUR4 billion. This reflects TIM's sizable consumer and
enterprise operations domestically as well as the large Brazilian
operations, which are expected to contribute over 50% of reported
EBITDA. S&P said, "We believe that the group will retain its strong
position as the incumbent telecommunications operator in its
domestic Italian market and as well as its strong position in
Brazil. We also consider that it has sound geographic and business
diversity, with significant exposure to the enterprise segment and
strong contribution from its growing Brazilian subsidiary."

That said, the very challenging competitive environment in Italy,
which has led to a severe deterioration in revenue and EBITDA for
the legacy consolidated group since 2017, continues to constrain
the business risk profile. Although S&P sees potential further
consolidatory mergers and acquisitions in the domestic market which
could alleviate competitive pressure, the timing remains uncertain.
Regardless, the potential benefits from the anticipated lower
regulatory constraints on its fixed operations after the Netco
disposal could improve the group's bundling capabilities,
supporting growth of ARPU, limiting customer losses in the future,
and consequently providing stabilization of the domestic business.

S&P said, "We now anticipate negative free operating cash flow
(FOCF) in 2024 before improving materially in 2025-2026. Despite
anticipated moderate EBITDA growth in 2024-2026, we currently
estimate limited deleveraging prospects in 2025-2026. We expect
TIM's debt to EBITDA to decline to 3.5x on an S&P Global
Ratings-adjusted basis in 2026 from 3.8x in 2024. This reflects our
view of relatively weak FOCF (before leases) due to material cash
outflows related to the cost efficiency program, primarily a
voluntary early retirement program and one-off costs related to
Netco's disposal, which primarily impacts 2024. We expect the
impact of the voluntary early retirement program will gradually
decline in 2025 and wind down after 2026. We also forecast
improvements in financial expenses following the reduction in gross
debt in 2024 with a full impact in 2025. Therefore, although we
anticipate FOCF to debt will remain constrained over the next 12-24
months, this will improve materially to above 5% in 2026 and
potentially further accelerate thereafter.

"We see some potential further deleveraging prospects from asset
sales and a licensing fee litigation case, but the size and timing
remain uncertain. There are several potential extraordinary cash
inflows including the disposal of Sparkle and a potential windfall
from licensing fee litigation. Since the timing and size of these
transactions remain uncertain at this stage, we do not include
these extraordinary cash inflows in our base-case assumptions at
this moment.

"The stable outlook reflects our expectation that TIM will turn
around its domestic business in line with our expectations,
demonstrated by a stabilization in its customer base and ARPU,
while maintaining robust trading in Brazil, such that it will post
leverage of below 4.0x in 2024 and further strengthen credit
metrics in 2025 and in 2026.

"We could lower our rating on TIM if it failed to grow its EBITDA
and FOCF after leases in line with our base case, such that S&P
Global Ratings-adjusted debt to EBITDA remained above 4.5x. This
could happen if TIM failed to decrease its churn or if ARPUs
remained under pressure in the domestic market, or if the Brazilian
real was materially devalued against the euro.

"We could raise our rating if TIM reduced leverage below 3.5x on
sustainable basis, and strengthened FOCF to debt to comfortably
above 5%."




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

FORTELEASING: Fitch Affirms 'BB' LongTerm IDRs, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed JSC ForteLeasing's (FL) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB'
and its National Long-Term Rating at 'A(kaz)'. The Outlooks are
Stable. Fitch has also affirmed FL's Shareholder Support Rating
(SSR) at 'bb'.

KEY RATING DRIVERS

Support-Driven Ratings: FL's ratings are driven by Fitch's
assessment of potential support from shareholder ForteBank JSC (FB)
and are equalised with the parent's 'BB' ratings, which are on
Stable Outlook. This reflects a high level of management and
operational integration, strong synergies with the parent as the
only entity providing leasing services to clients of the banking
group, and the high reputational risk to FB from a FL default,
given their same branding and full ownership by FB. FB is one of
the largest privately-owned banks in Kazakhstan.

High Integration: Fitch's support assessment is additionally
underpinned by the close supervision of FL by FB management, FL's
sizeable and growing parental funding (75% of FL's borrowings at
end-1Q24; 55% at end-2022) and its record of solid performance.
Fitch believes FL's small size relative to FB's (less than 1% of
total assets) would make extraordinary support manageable for the
shareholder.

Limited Standalone Viability: In Fitch's view, FL's standalone
credit profile would be materially lower than the support-driven
IDRs. This is due to FL's narrow independent franchise, whose
performance is highly correlated with that of FB, its modest
absolute size and high reliance on funding from FB.

Small Franchise; Monoline Business Model: FL has a small but
growing franchise in the Kazakh leasing market, which is largely
dominated by state-owned companies. The business model is focused
on leasing of trucks and specialised vehicles, although recently
the company has started expanding into passenger vehicles via
partnerships with local dealers and manufacturers. FL's largely
unseasoned portfolio is concentrated by asset types and single
names. Fitch believes FL's rapid portfolio expansion helps
alleviate concentration risks, which have declined steadily over
the past four years.

Rapid Portfolio Growth: FL's asset quality has improved over the
past four years, as problem receivables fell to 3.8% at end-1Q24
from 11% at end-2020. The problem receivables ratio is flattered by
rapid portfolio growth, averaging around 43% in the last four
years, indicating more aggressive underwriting than at peers. Fitch
expects seasoning of its lease portfolio in two to three years to
weigh on FL's asset-quality metrics.

Solid Profitability: FL's profitability is sound with a pre-tax
return on average assets ratio at an annualised 9% in 1Q24 (7.8% in
2023), supported by a healthy annualised net interest margin of
12.7% 12.9% in 2023). Higher provisioning costs driven by
asset-quality deterioration could pressure future profitability.

Concentration Weighs on Capitalisation: FL's gross debt/tangible
equity weakened to 2.2x at end-1Q24 from 0.9x at end-2021, as
leasing portfolio growth outpaced internal equity generation. This
trend is likely to continue in 2024-2025, but Fitch believes this
would be checked by FB's capital injections. FL is not subject to
regulatory or covenanted capital requirements. Concentration has
improved but still weighs on its assessment of capital adequacy,
with the 10 largest leasing exposures amounting to 79% of FL's
equity at end-1Q24 (2022: 89%).

Parent Dominates Funding Profile: FL is mostly funded by the parent
bank (75% of total borrowings as of end-1Q24) and state-owned fund
DAMU (25%). FL's access to parent bank funding supported recent
growth as well as ambitious growth targets. Fitch also believes FB
would provide liquidity support.

RATING SENSITIVITIES

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

A weakening of FB's propensity to support FL, triggered, for
example, by weaker integration, reduced ownership or potential
deviation of FL from the group's objectives could result in FL's
Long-Term IDR being notched down from the parent's.

A downgrade of FB's ratings would result in a corresponding
downgrade of FL's ratings.

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

An upgrade of FB's IDRs would likely result in an upgrade of FL's
ratings.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

FL's ratings are linked to FB'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.

   Entity/Debt                         Rating            Prior
   -----------                         ------            -----
JSC ForteLeasing    LT IDR              BB    Affirmed   BB
                    ST IDR              B     Affirmed   B
                    LC LT IDR           BB    Affirmed   BB
                    LC ST IDR           B     Affirmed   B
                    Natl LT             A(kaz)Affirmed   A(kaz)
                    Shareholder Support bb    Affirmed   bb




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

GARFUNKELUX HOLDCO 2: Moody's Lowers CFR to Caa1, Outlook Negative
------------------------------------------------------------------
Moody's Ratings has downgraded Garfunkelux Holdco 2 S.A.'s
("Garfunkelux") corporate family rating to Caa1 from B3 and
Garfunkelux Holdco 3 S.A.'s senior secured debt ratings to Caa1
from B3. The issuer outlooks are negative. Previously, the ratings
were on review for downgrade.

This rating action concludes the review for downgrade which began
on April 23, 2024.

RATINGS RATIONALE

The rating downgrade reflects Moody's assessment that risks of
potential losses to Garfunkelux Holdco 3 S.A.'s bondholders have
increased on the back of the company's plan to refinance its 2025
bond maturities and the effects this can have on the company's
already weak profitability and debt leverage metrics, as well as
currently distressed trading levels for the company's bonds, in
turn signaling challenges to capital market access.

Garfunkelux Holdco 3 S.A. has EUR455 million revolving credit
facility maturing in August 2025 and GBP1.1 million equivalent of
secured bonds maturing in November 2025 which will likely be
refinanced at much higher interest rates than the current levels it
pays. This will pressure its interest coverage, as shown by Moody's
calculation of EBITDA/Interest expense of 2.6x in 2023, and inhibit
the company's efforts to restore profitability after several
loss-making periods including 2023 net income to average managed
assets at  negative 11.7%. While Garfunkelux's leverage as measured
by Moody's Debt/EBITDA ratio was 3.4x in 2023 down from 5.2x a year
earlier, this was driven in large part by off balance sheet asset
sales which Moody's see as likely non-recurring as they would weigh
on future profitability and cashflows and pressure the company's
ratings further down.

Given the upcoming refinancings, in Moody's view, the risk of
realization of losses to Garfunkelux's creditors is exacerbated by
the currently distressed trading levels of Garfunkelux Holdco 3
S.A.'s bonds, which in turn impede access to capital markets and
constrains its financial flexibility. Moody's believe that the
challenges the company has to market access result in a heightened
risk of a distressed exchange. This could result in the
restructuring of existing obligations, such as through the
extension of debt maturities at unfavorable terms to bondholders
and also could possibly involve debt repurchases at a substantial
discount, in-line with current trading prices.

Garfunkelux's exposure to governance risk is very high, reflecting
the rating agency's concerns related to the firm's funding
challenges and refinancing risk as well as the pressures on its
performance outlook. Moody's reflect these risks in lowering its
governance issuer profile score to G-5 from G-4 and accordingly the
credit impact score to CIS-5 from CIS-4, indicating that the
company's governance risks have a very material impact on the
ratings.

Garfunkelux Holdco 3 S.A.'s senior secured debt ratings of Caa1
reflect the priorities of claims in the company's liability
structure.

The negative issuer outlooks reflect the fact that, over the next
12 months, the potential losses from a possible distressed exchange
born by bondholders may be commensurate with a lower rating. The
outlooks also reflect the continued challenges to the company's
financial performance that higher financing costs can have on its
overall creditworthiness.

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

Garfunkelux's CFR would be downgraded further, and potentially by
more than one notch, if the company's refinancing plans for
upcoming debt maturities incur losses on bondholders not
commensurate with a Caa1 rating or if the refinancing of debt is at
interest rates that pressure the firm's profitability and interest
coverage greater than Moody's currently expect.

The senior secured debt ratings could be downgraded due to 1) a
downgrade of Garfunkelux's CFR or 2) changes to the liability
structure that would increase the amount of debt considered senior
to the notes or reduce the amount of debt considered junior to the
notes.

Given the negative outlook, there is currently no upward rating
pressure on Garfunkelux's and Garfunkelux Holdco 3 S.A.'s ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.


GARFUNKELUX HOLDCO 2: S&P Lowers ICRs to 'CCC+/C', Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings lowered its issuer credit ratings on Garfunkelux
Holdco 2 (Lowell) to 'CCC+/C' from 'B/B' and on its senior notes to
'CCC+ from 'B'.

The negative outlook reflects the risk of a distressed exchange in
the coming months that S&P would view as a tantamount to default.

Lowell's leverage remains very high and its deleveraging is further
delayed, given muted performance so far this year.

S&P said, "We also believe that Lowell's access to financial
markets is constrained, given the very high current yield on its
bonds and negative investor sentiment toward the distressed debt
purchaser sector overall.

"Given limited options to refinance its public debt maturing in
2025, we see an increasing risk of a distressed restructuring,
which we could consider a default if investors are not adequately
compensated for the amended terms.

"High leverage and constrained access to debt markets leave Lowell,
in our view, with limited options to refinance its senior secured
notes and increase the risk of distressed debt restructuring. We
believe that access to debt markets is significantly restricted for
highly leveraged distressed debt purchasers, especially after some
of them have already announced potential distressed debt exchanges.
This is also highlighted by the current very high yield on Lowell's
outstanding bonds, which exceeds 40%. Although more than 12 months
remain until maturity of the revolving credit facility (RCF) and 15
months until the senior secured notes' maturity, we think that the
risk of a distressed debt exchange is high.

"Lowell's leverage and interest burden remains high and we see
limited ability to deleverage in the coming 24 months.As of
year-end 2023, Lowell's debt to adjusted EBITDA was 8.9x, based on
the final audited financials. In our adjusted EBITDA we include
only 50% of Lowell's portfolio amortization and do not include
proceeds received from asset sales. Following muted performance in
the first quarter of 2024 with underlying collections declining by
15.7% year over year to GBP177.1 million, we forecast the group
will have limited ability to deleverage. We now anticipate Lowell's
debt to adjusted EBITDA will remain above 8.5x at the end of 2025
compared with 7.0x-7.5x expected before because cash collections
and EBITDA will continue to decline owing to ongoing asset sales.
In the first half of 2024, Lowell sold a few portfolios in Germany
with the total expected remaining collections of around GBP460
million, receiving GBP184 million of cash. We note that, although
such asset sales allow Lowell to generate liquidity, they reduce
Lowell's back book and future collections. For the same reason,
Lowell's interest coverage ratio will remain low with EBITDA to
interest expenses at or below 1.5x.

"The negative outlook reflects our view that Lowell faces an
increasing risk of distressed debt restructuring ahead of its
maturities in the second half of 2025."

Downside scenario

S&P could lower the rating if Lowell announces a distressed debt
restructuring, which it would view as a tantamount default.

Upside scenario

A positive rating action is unlikely but is possible if Lowell is
able to address its debt maturities without a below-par offer to
its creditors and simultaneously strengthens its capital
structure.

Even though management has accumulated at least GBP160 million of
cash and can draw around GBP200 million from its asset backed
securities (ABS) facilities maturing in 2027 and 2029, we now view
Lowell's liquidity as less than adequate. This reflects Lowell's
weak standing in credit markets, as can be seen from the very high
yield on its outstanding bonds and the upcoming maturities of
GBP159 million under the ABS1 in July 2025 and GBP377 million under
the RCF in August 2025. Lowell's GBP1.1 billion senior secured
notes mature in November 2025.


ROSSINI SARL: Fitch Assigns 'B(EXP)' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Rossini S.a.r.l a first-time expected
Long-Term IDR of 'B(EXP)' with a Stable Outlook. Fitch has also
assigned Rossini's expected issuance of EUR1.85 billion of senior
secured high-yield bonds a 'B(EXP)' rating with a Recovery Rating
of 'RR4'.

Rossini holds a 52.5% stake in Italy-based, internationally
operating pharmaceutical company, Recordati S.p.A.

Rossini's 'B' IDR reflects the group's high financial leverage,
with proportionally consolidated Fitch-adjusted financial leverage
of around 6.5x in 2024, alongside reliance on dividends upstreamed
from Recordati for debt service of Rossini's bonds. This is
balanced by the company's strong branded portfolio across specialty
pharma and rare diseases, with moderate diversification by product
and strong diversification by geography. The group also has high
profitability and free cash flow (FCF) margins, which support the
rating.

KEY RATING DRIVERS

Proportional Consolidation Approach: Fitch rates Rossini based on
its corporate methodology, with credit quality determined by
proportional consolidation based on Rossini's equity ownership of
Recordati and dividend coverage. Fitch does not apply its
Investment Holding Company criteria, given the majority
shareholder, CVC, retains full board control, including strategy
and dividend policy. Its rating analysis assumes that Rossini
maintains control over Recordati's board and dividend policy. Loss
of control could lead to a change in the rating approach, which is
reflected in the negative rating sensitivity.

Debt Service Reliant on Dividends: The rating reflects the rated
perimeter group structure, whereby Rossini's financial risk profile
relies heavily on the dividends upstreamed from Recordati for
servicing interest expenses, supplemented by Rossini's ability to
use its senior secured revolving credit facility to manage
potential timing discrepancies. In case of insufficient liquidity,
Rossini may sell its shares in Recordati, which is a listed
company, although this is not the primary source of Rossini's debt
service.

Rossini's financial policy is to fully cover its interest expenses
with steady and timely dividends from Recordati. Fitch has been
informed that Recordati's bilateral facilities and other debt
documentation have no explicit dividend restrictions. However,
Fitch conservatively assumes that dividends might be capped or
suspended if Recordati's underlying performance deteriorates
significantly.

High Starting Leverage: The key rating constraint is the group's
high starting leverage post-transaction, with proportional
Fitch-adjusted EBITDA leverage of around 6.5x expected in 2024.
This corresponds to a low to mid 'b' financial structure, according
to its Pharmaceuticals Navigator. Fitch forecasts steady
deleveraging towards 5.0x by 2027, driven by organic portfolio
growth and earnings-accretive bolt-on acquisitions.

Strong Market Position; Growing Rare Diseases Portfolio: Recordati
benefits from a well-established market position, with its legacy
branded specialty pharma portfolio (66% of sales) and further
supported by a growing rare diseases franchise (34% of sales). The
company is geographically well diversified, and moderately
diversified by product, with no single product accounting for more
than 7% of total sales. Its integrated business model, including
manufacturing, drug lifecycle management and distribution allows
for high profitability and FCF margins versus peers.

The focus on bringing rare disease drugs to market through
distribution and (in-)licensing agreements is a distinct feature of
Recordati's growth strategy. In addition, Recordati relies on a
commercial network to effectively engage with healthcare providers
and promote its products, driving sales and increasing its regional
market penetration. This differentiates it from some European
off-patent peers, resulting in greater organic growth potential,
but also more investment in the pipeline and associated product
development and commercialisation risks.

Strong FCF, Excess Cash to Fund M&A: Recordati's FCF generation is
very strong, and Fitch projects Fitch-defined FCF margins of around
10%-12% over 2024-2027, reflecting its lean cost base and low capex
intensity (1% of sales). Alongside Fitch-defined EBITDA margins of
around 35%, this supports its assessment of healthy profitability.
Fitch expects Recordati's positive post-dividend FCF will support
the growth of the business with bolt-on acquisitions, mainly aimed
at acquiring product rights and deploying them into the existing
network, with Fitch-estimated annual spend of EUR200 million-EUR300
million.

Supportive Market Trends: Fitch views market trends in the
specialist generic segment as supportive of the rating. Structural
volume growth in generic drug markets is driven by an aging
population, higher prevalence of chronic diseases, and an
increasing number of drugs losing patent protection. However, Fitch
expects generic drug pricing to remain under pressure, spurring
investments in scale, diversification, low-cost manufacturing, and
more specialist products to protect growth and profitability.

DERIVATION SUMMARY

Fitch rates Rossini using its Global Rating Navigator Framework for
Pharmaceutical Companies. Under this framework, Rossini's direct
subsidiary and operating company, Recordati, benefits from
diversification by product and geography, with balanced exposure to
mature, developed and emerging markets.

Rossini's business risk profile is affected by its smaller scale
and weaker global footprint compared with industry champions such
as Hikma Pharmaceuticals PLC (BBB-/Positive), Viatris Inc.
(BBB/Stable), and diversified and innovative drug companies, such
as Novartis AG (AA-/Stable) and AstraZeneca PLC (A-/Stable). High
financial leverage is a key rating constraint compared with
international peers and is reflected in Rossini's 'B' rating.

In terms of scale and product diversity, Rossini ranks ahead of
other highly speculative peers, such as ADVANZ PHARMA HoldCo
Limited (B/Stable), CHEPLAPHARM Arzneimittel GmbH (B+/Stable),
Pharmanovia Bidco Limited (B+/Stable), Neopharmed Gentili S.p.A.
(B/Stable) and its Italian CDMO peers such as F.I.S. Fabbrica
Italiana Sintetici S.p.A. (B/Positive) and Kepler S.p.A. (Biofarma,
B/Stable).

Rossini's business is mainly concentrated in Europe, but it also
has a growing presence in other developed and emerging markets.
Along with its diversified product portfolio and moderate operating
scale, this gives Rossini a 'BB' category risk profile, which is
more comparable with peers such as Nidda BondCo GmbH (B/Stable) and
Grunenthal Pharma GmbH & Co. Kommanditgesellschaft (BB/Stable).
However, Rossini's high financial leverage and weak dividend
coverage ratio constrain the rating.

KEY ASSUMPTIONS

- Recordati's revenue to reach close to EUR3 billion by 2028,
driven by stronger organic growth in the rare diseases product
portfolio and Fitch-estimated acquisition of intellectual property
rights and in-licencing agreements

- Fitch-defined EBITDA margin maintained at around 35%-36% to 2028

- Working-capital investments at 2.0%-2.5% of sales per year

- Sustained maintenance capex at 1.1%-1.3% of sales per year

- Recordati pays total dividend payment of EUR250-325 million per
year

- Opportunistic acquisitions of around EUR200-300 million per year
funded by internal FCF

RECOVERY ANALYSIS

Rossini would be considered a going concern (GC) in bankruptcy and
be reorganised rather than liquidated. Potential distress could
arise primarily from a less than sufficient dividend stream from
Recordati, which could be driven by material revenue and margin
contraction at Recordati, following volume losses and price
pressure, given its exposure to generic competition.

For the GC enterprise value (EV) calculation, Fitch estimates a
post-restructuring EBITDA of about EUR500 million, which reflects
organic earnings post-distress and implementation of possible
corrective measures. Fitch also applies a 6.0x distressed EV/EBITDA
multiple, which would appropriately reflect Recordati's minimum
valuation multiple before considering value added through portfolio
and brand management.

Under a theoretical default scenario, Fitch assumes that Rossini's
EUR1,850 million senior secured notes will be subject to the debt
repayment priority, given Recordati and Rossini are within the
restricted group.

After deducting 10% for administrative claims, and in accordance
with Fitch's criteria, assuming the committed SS RCF of EUR197.5
million is fully drawn prior to distress, its principal waterfall
analysis generated a ranked recovery in the Recovery Rating 'RR4'
band, indicating a 'B' issuance rating for Rossini's EUR1,850
million senior secured notes, which are structurally and
contractually subordinated to all debt instruments issued by
Recordati and Rossini's SS RCF. The waterfall analysis output
percentage on current metrics and assumptions is 40%.

RATING SENSITIVITIES

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

Recordati maintains its strong market position with steady EBITDA
profitability and comfortably positive post-dividends FCF leading
to:

- Rossini's proportional EBITDA gross leverage decreases below 6.0x
on a sustained basis

- Rossini's dividend coverage ratio increases above 1.5x on a
sustained basis

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

- Recordati's revenue and EBITDA become volatile, signalling
challenges in addressing market pressures or poorly executed M&A
with increased execution risks leading to:

- Rossini's proportional EBITDA gross leverage increases above 7.5x
on a sustained basis

- Rossini's dividend coverage ratio decreases below 1.0x on a
sustained basis

- Rossini fails to maintain control over Recordati's board of
directors or dividend policy

LIQUIDITY AND DEBT STRUCTURE

Satisfactory But Concentrated Liquidity: Rossini has a concentrated
funding source, relying heavily on dividends from its operating
subsidiary, Recordati. To manage timing discrepancies, Rossini can
use its EUR197.5 million RCF. In situations where liquidity is
insufficient, Rossini has the option to sell shares of Recordati.
However, Fitch views this scenario as less likely under normal
circumstances. The strategic goal is to meet all interest expenses
at the Rossini level with steady dividends from Recordati.

Fitch views positively Recordati's debt documentation having no
dividend blockers. However, Fitch conservatively assumes that the
amount of common dividends that Recordati distributes could be
limited if its underlying performance significantly deteriorates
and EBITDA net leverage increases above 3.0x (vs 1.8x last 12
months 1Q24).

ISSUER PROFILE

Rossini is a holding company that holds a 52.5% interest in
Recordati, an Italy-based international pharmaceutical company,
listed on the Milan stock exchange.

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   
   -----------             ------                  --------   
Rossini S.a.r.l.     LT IDR B(EXP) Expected Rating

   senior secured    LT     B(EXP) Expected Rating   RR4


ROSSINI SARL: Moody's Rates New EUR1.85-Bil. Secured Notes 'B3'
---------------------------------------------------------------
Moody's Ratings has affirmed the B2 corporate family rating and
B2-PD probability of default rating of Rossini S.a r.l.
Concurrently, Moody's have assigned B3 instrument ratings to
Rossini's proposed senior secured floating rate notes due 2029 and
senior secured fixed rate notes due 2029, totaling EUR1,850
million. The B3 instrument ratings of Rossini's existing backed
senior secured notes due 2025 are unaffected by this action and
expected to be withdrawn at the closing of the transaction. The
outlook remains stable.

Rossini intends to use the proceeds of its new EUR1,850 million
senior secured notes, together with EUR250 million of proceeds from
shareholder payment-in-kind loans made available by Rossini's
shareholders to the holding company issuing deferred payment (DP)
notes, and cash on Rossini's balance sheet, to refinance its
existing EUR1,300 million senior secured notes maturing in October
2025, repay the existing EUR797 million DP notes residing outside
of the restricted group, and pay transaction fees and expenses.

RATINGS RATIONALE

The affirmation of the B2 CFR reflects that, even though Rossini
will re-leverage with an expected Moody's-adjusted gross
debt/EBITDA based on a proportional consolidation of Recordati
(proportional leverage) of 6.2x in 2024 (7.3x for the 12 months
ended March 31i, 2024, pro forma the refinancing), Recordati will
continue to record strong earnings growth and solid free cash flow
(FCF) generation, which will result in Rossini's proportional
leverage improving to a level commensurate with a B2 rating within
the next 12-18 months. The B2 rating will nevertheless be weakly
positioned after the refinancing, which will leave limited
flexibility for M&A activity initially.

The rating action also considers that Rossini maintains its
majority ownership of Recordati's share capital, ensuring a control
over Recordati's board and its dividend policy.

Moody's project that Recordati's revenue will continue to grow
organically in the mid to high single-digits in percentage terms
annually in 2024-25, reaching a revenue of about EUR2.45 billion in
2025. Moody's expect Recordati Rare Diseases will maintain low
double digit revenue growth in 2024-25 from the continued ramp-up
of Isturisa, Sylvant and Qarziba, while the Specialty and Primary
Care revenue will grow around mid-single digits in percentage
terms. Moody's expect Recordati's Moody's-adjusted EBITDA margin to
be around 36%-37% in 2024-25 and the company to generate annual FCF
of at least EUR100 million- EUR150 million.

Recordati's solid cash flow generation will allow it to sustain a
dividend which Moody's expect to be in the EUR260 million- EUR270
million range annually in 2024-25. Recordati's earnings growth and
FCF generation will result in Rossini's proportional leverage
declining to 5.8x in 2025, a level commensurate with the B2.
Moody's also project a ratio of dividend/(interest and operating
expenses) at Rossini of around 1.1x in 2024-25, a level that will
remain weak for the B2.

Rossini's B2 rating continues to reflect Recordati's good product
and therapeutic diversification  and its high margins; its modest
exposure to losses of exclusivity and their related earnings
erosion thanks to its well-diversified product portfolio; and
increasing geographic diversification in recent years, reducing
Recordati's exposure to adverse regulatory changes or the entry of
new competition in any specific country.

The B2 rating also considers the company's complex financial
structure because Rossini does not own pharmaceutical operations
and relies on Recordati's dividend to service its debt; a large
debt load, resulting in a high proportional leverage; M&A risk at
the Recordati level; and the relatively small scale of Recordati
compared with that of industry peers.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that
Rossini's credit metrics will improve in the next 12-18 months,
returning to levels commensurate with its B2 rating, supported by
earnings growth at Recordati. The stable outlook does not factor in
any major debt-funded M&A at Recordati, nor any dividend payment
from Rossini.

LIQUIDITY

Moody's assessment of Rossini's liquidity combines Moody's
assessment of Recordati's liquidity and that of Rossini standalone,
and Moody's consider Rossini's liquidity being overall adequate.
Pro forma the refinancing, Rossini had EUR54 million of cash on
balance sheet as of March 31, 2024 and it will have access to a
EUR197.5 million undrawn RCF which maturity will have been extended
to 2029. In addition, Moody's expect Recordati to continue to
generate solid cash flow, which will allow it to pay a dividend to
Rossini of close to EUR140 million in the next 12 months. This will
be sufficient for Rossini to cover its debt service. Recordati had
a large amount of current and short term debt of EUR405 million as
of March 31, 2024, which is not covered by its cash balance (EUR295
million as of March 31, 2024) and it does not currently have a
multiyear committed revolving credit facility at its disposal, in
contrast to most comparably-sized rated issuers. Moody’s,
nevertheless, expect that Recordati will continue to generate
strong free cash flow and renew its bank facilities on a timely
basis as it has done to date and in light of the strong
relationships it has built with its banking group.

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

Rossini's ratings could be upgraded if its proportionally
consolidated debt/EBITDA decreases towards 5.0x and if Recordati
maintains sustained earnings and FCF growth at a level in line with
that in recent years and at least an adequate liquidity position.

Rossini's ratings could be downgraded if its proportionally
consolidated debt/EBITDA remains above 6.0x for a prolonged period;
it is unable to maintain dividends/financial and operating expenses
well above 1.0x; or it fails to maintain its control over
Recordati's dividend policy. A downgrade could also occur if
Recordati's operating performance weakens, as illustrated, for
instance, by a decline in its revenue, earnings or FCF, or its
liquidity weakens. Finally, an increase in Recordati's debt, which
would amplify the structural subordination of debt at Rossini,
could lead to a downgrade of the rating on the notes issued at the
Rossini level.

STRUCTURAL CONSIDERATIONS

Pro forma the refinancing, Rossini's consolidated gross debt
comprises a EUR197.5 million super senior RCF (SSRCF) and EUR1,850
million of senior secured notes at Rossini, and EUR1.7 billion of
debt at Recordati (as at March 31, 2024). The senior secured notes
do not benefit from a guarantee from Recordati and are structurally
subordinated to the debt at Recordati, and they also rank behind
the SSRCF, resulting in them being rated B3, one notch below the
CFR of B2.

The B2-PD probability of default rating reflects a 50% recovery
rate appropriate for a debt structure comprising bonds and loans.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.

COMPANY PROFILE              

Rossini S.a r.l (Rossini) is a holding company set up by a
consortium of funds led by CVC Capital Partners which owns a 52.5%
stake in Recordati S.p.A. Founded in 1926, Recordati is an Italian
pharmaceutical company with EUR2.1 billion of revenue in the 12
months that ended March 2024. Recordati's main therapeutic areas
include the cardiovascular system; the alimentary tract and
metabolism; the genitourinary system; and the respiratory system.
The company also has a rare disease segment, which was expanded
with the acquisition of EUSA in 2022. On top of these activities,
it also produces and distributes over-the-counter products and
local brands and products in a number of other therapeutic areas.


ROSSINI SARL: S&P Rates EUR1,850MM Secured Notes Due 2029 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating and '4' recovery
rating to Luxembourg-based pharmaceuticals company Rossini
Acquisition S.a.r.l.'s (Rossini's) proposed EUR1,850 million senior
secured notes due 2029. At the same time, Rossini will upsize its
EUR195 million senior secured revolving credit facility (RCF) to
EUR197.5 million and extend the maturity of the RCF to 2029.
Rossini S.a.r.l., a debt vehicle of Rossini Acquisition, will issue
the proposed notes, as it did for the existing notes.

CVC, Rossini's owner, will also provide a EUR250 million
shareholder loan to holding company Rossini Holding S.a.r.l.
Rossini will use this loan, together with the proceeds of the
proposed notes, for the early refinancing of its EUR1,300 million
senior secured notes due 2025 (comprising EUR650 million of
floating-rate notes and EUR650 million of fixed-rate notes) and to
repay EUR797 million of deferred payment notes owed to Recordati's
former owners as part of the consideration for the acquisition of
its shares in 2018.

S&P said, "In our base case, we factor in revenue of EUR2.3
billion-EUR2.5 billion over 2024-2025, up from EUR2.08 billion in
2023. Both business divisions will contribute to the expected
growth in our view. Specialty and Primary Care will benefit from
the annualized contribution of recently added products Avodart and
Combodart, which were acquired from GSK in 2023; these drugs are no
longer under patent protection and are used to treat symptoms of
benign prostatic hyperplasia. The rare diseases business will be
driven by further growth of Signifor and Isturisa in the
endocrinological therapeutic area, and resilient sales in the
metabolic area.

"We anticipate S&P Global Ratings-adjusted EBITDA margins of
35.0%-35.5% in 2024 and 36%-36.5% in 2025, up from 34.1% in 2023.
The EBITDA margin expansion results from Recordati's cost
discipline, the reduction of purchase-price allocation charges (we
estimate EUR35 million remaining in 2024 and no further charges in
2025), and further expansion in the more profitable rare diseases
business.

"We anticipate that Recordati will generate positive free operating
cash flow of EUR250 million-EUR260 million, supported by expanding
profitability, limited capital expenditure (capex) requirements
(maintenance capex represents only about 1% of sales), and no large
milestone payments. In our view, Recordati will be able to pay
dividends to Rossini so that it can service its debt.

"Given tightened financing conditions and the large issuance
amount, we forecast higher interest charges at Rossini. That said,
we continue to project S&P Global Ratings-adjusted funds from
operations (FFO) cash interest coverage of about 1.5x-2.0x and S&P
Global Ratings-adjusted FFO to debt of about 8%-10% over the coming
two years.

"Our adjusted FFO calculation includes Recordati's full EBITDA.
From this amount, we deduct the Rossini group's cash taxes; cash
interest payments; and dividends to minority interests, which we
treat as a fixed financial charge. S&P Global Ratings-adjusted debt
includes Recordati's reported gross debt of about EUR1.8 billion
including lease liabilities as of March 31, 2024, as well as
Rossini's EUR1,850 million senior secured notes and the EUR250
million shareholder loan. We do not deduct the cash from the gross
debt in our adjusted debt calculation because of the company's
ownership by a private-equity investor."

Issue Ratings--Recovery Analysis

Key analytical factors

-- The issue rating on the proposed EUR1,850 million senior
secured notes due 2025 is 'B', and the recovery rating is '4'.
S&P's indicative recovery prospects are 30%-50% (rounded estimate:
35%).

-- The security package primarily comprises share pledges, bank
accounts, and receivables at Rossini Acquisition S.a.r.l., with no
upstream guarantees from Recordati.

-- In S&P's hypothetical default scenario, we assume a worsening
financial performance at Recordati, subsequently reducing dividend
distributions, which will prevent Rossini from meeting its
financial obligations.

-- S&P values Rossini as a going concern given that the underlying
asset, Recordati, has a well-established market position and a
diversified portfolio.

Simulated default assumptions

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

Simplified waterfall

-- Emergence EBITDA: About EUR120 million-EUR125 million

-- EBITDA multiple: 7.5x. This reflects that, in a default
scenario, the shares of Recordati will remain liquid (as it is
listed) and allow trading at a considerable multiple, given the
attractiveness of the asset. In case of default at Rossini,
Recordati would not necessarily be in distress, but it would
distribute lower dividends than Rossini needs to fulfill its
obligations. In such a situation, announcing lower dividends would
generate negative market sentiment that could cause Recordati's
share price to fall sharply.

-- Gross recovery value: EUR900 million-EUR950 million

-- Net enterprise value at default (after 5% administrative
costs): Approximately EUR900 million

-- Estimated priority claims (super senior RCF): About EUR175
million

-- Estimated first-lien debt claims: About EUR1,910 million

-- Recovery expectations: 30%-50% (rounded estimate: 35%)

*All debt amounts include six months of prepetition interest.




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

ACE HOLDINGS: S&P Assigns 'B' LongTerm ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Ace Holdings III and its 'B' issue rating to the senior secured
TLB. S&P also assigned a recovery rating of '3' to the TLB,
reflecting its expectation of meaningful recovery (50%-70%; rounded
estimate: 60%) in the event of a default.

The stable outlook reflects S&P's view that Sport Group should be
able to maintain its leading position in the artificial surface
industry, deliver solid revenue and EBITDA growth and positive free
operating cash flow (FOCF), and keep leverage and interest coverage
in line with the 'B' rating.

In April 2024, private equity firm KPS Capital Partners, LP agreed
to acquire Sport Group TopCo GmbH (Sport Group), a Germany-based
artificial surfaces manufacturer that generated EUR787 million of
revenues and EUR84 million of group-adjusted EBITDA in 2023.

The new capital structure includes a EUR400 million term loan B
(TLB) to be raised by Ace Bidco GmBH and Ace Bidco Inc., the fully
controlled subsidiaries of Sport Group's parent, Ace Holdings III
B.V. The structure also includes a EUR100 committed revolving
credit facility (RCF) undrawn at closing.

Sport Group has a solid market share in artificial sport surfaces
across different geographies, operates across the entire value
chain and is in a good position to benefit from industry growth
dynamics.

S&P said, "We forecast that Sport Group's leverage will be elevated
under the new ownership. We forecast that Sport Group's S&P Global
Ratings-adjusted debt to EBITDA will be about 5.3x in 2024 and
about 4.5x in 2025. This reflects our expectation of increasing
topline growth of about 3.0% in 2024 and 6.5% in 2025, and
expansion of the EBITDA margin toward 12.0%. This is on the back of
a progressive shift into more value-added geographies and products,
structural market tailwinds, and margin improvement initiatives.

"At the close of transaction, Sport Group's cash on the balance
sheet was EUR15 million, although we expect favorable seasonal
working capital inflows and strong EBITDA generation to bring it to
close to EUR80 million by year-end 2024. Additionally, we expect
positive FOCF generation of about EUR15 million-EUR20 million per
year over the next 24 months, underpinned by increased
profitability, limited working capital needs, and the absence of
significant capital-investment projects, with availability under
the EUR100 million RCF providing further liquidity headroom."

Sport Group should benefit from growth prospects in the production
of synthetic turf for sport and landscaping applications. This is
thanks to Sport Group's strong market position, vertically
integrated business model, and ability to meet specific customer
requirements. S&P expects continued demand for artificial surfaces
in both sports and landscaping given their superior performance and
applicability, improved sustainability, lower cost, and greater
convenience. As technological improvements increasingly make
artificial turf look and feel like natural grass, its use will
become more acceptable to customers.

S&P said, "Furthermore, we understand that the industry remains
fragmented, with an estimated size of about EUR15 billion and
possible annual growth of 7%-8%. We believe that Sport Group is in
a good position to capture this growth, thanks to its leading
market position in sports flooring, comprehensive brand portfolio,
product certifications, and control over the entire value chain
globally."

In addition, Sport Group's ability to continuously innovate and
consistently deliver high-quality products in terms of durability,
performance, and sustainability gives the group a competitive
advantage in maintaining customer loyalty and winning contracts in
new markets. The group has a track record of supplying to
high-profile events, such as the Olympic Games and the US Open
Tennis Championships, and benefits from longstanding relationships
with its main customers, including municipalities, education
systems, private sport facilities, and public institutions.

Sport Group also manages one of the largest installed bases in the
industry, providing increasing recurring revenues through product
replacements. Moreover, the group's efficient network of
manufacturing assets, which are located close to its customers
across its main locations, enables it to maintain consistent
quality while ensuring timely delivery and high levels of customer
service.

Sport Group's modest scale of operations and limited exposure to
emerging markets could limit growth, in S&P's view. Sport Group
generated revenue of about EUR780 million in 2023, and adjusted
EBITDA of close to EUR75 million after nonrecurring costs. At this
operational scale, the group could be vulnerable to external
changes such as increased competition from low-cost producers. In
addition, the group generates most of its revenue from the more
mature and stable European and U.S. markets, which together
accounted for about 90% of 2023 revenue. It has limited exposure to
more rapidly growing, however riskier, emerging markets. That said,
the group has a good track record of defending its leading market
position, despite lower-cost competition, given its strong brand
recognition, superior quality product offering, and long-standing
relationship with customers.

S&P's ratings and outlook reflect Sport Group's positive FOCF
generation in the next 12-18 months. It forecasts FOCF of EUR13
million in 2024 and EUR21 million in 2025, thanks to improvements
in profitability and topline growth. S&P views the following as
credit positive:

-- A vertically integrated business model;

-- Control over the supply chain;

-- A large footprint in the manufacturing sector;

-- Limited maintenance and expansion capex of about EUR20
million-EUR30 million annually to fund additional capacity
projects; and

-- Modest working capital requirements of EUR10 million-EUR15
million to meet growing demand.

S&P said, "The stable outlook indicates that, in our view, Sport
Group will likely increase its profitability thanks to its
expansion into more value-added geographic and product segments,
with an increasing presence in the U.S. and in the polyurethane and
landscape segments. This growth will be supported by cost synergies
and a reduction in nonrecurring costs. We project adjusted EBITDA
margins of 10.5% in 2024 and 11.5% 2025, with adjusted debt to
EBITDA of 5.3x in 2024 and 4.5x in 2025. We also forecast that
Sport Group will maintain positive FOCF of about EUR10
million-EUR15 million in 2024 and EUR20 million-EUR25 million in
2025, and keep FFO cash interest coverage above 2.0x."

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

-- Revenue growth and profitability are materially lower than S&P
forecasts, such that the leverage ratio deteriorates, deviates from
its expectations, and exceeds 7.0x;

-- The group's liquidity deteriorates significantly;

-- FOCF turns negative; and

-- FFO cash interest coverage drops below 2.0x.

S&P said, "These scenarios could happen if Sport Group fails to
deliver on its cost-saving initiatives, market growth decelerates,
or growth investments are significantly higher than we expect.

"We could also lower the rating if Sport Group pursues a more
aggressive debt-financed acquisition strategy than we assume in our
base case, such that its leverage ratio deteriorates
significantly.

"We could raise the rating if Sport Group maintains a leverage
ratio at the stronger end of the 4.0x-5.0x range on a sustained
basis and significant FOCF generation to self-fund growth
investments. This could happen through faster topline and EBITDA
expansion compared with our base case, and the owner's commitment
to maintaining a less leveraged capital structure in the long
term.

"Environmental and social factors are a neutral consideration
overall in our credit rating analysis of Sport Group. As a
manufacturer of synthetic grass, the group, similar to the entire
industry, has exposure to environmental risks linked to waste
generation. Sport Group is actively engaged in collecting and
recycling artificial turf at the end of its lifecycle in its
in-house recycling center. It is developing next-generation
sustainable products that reduce the use of microplastic infill and
put the group in a position to meet potential new environmental
regulations.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Sport Group. In our view, financial
sponsor-owned companies with aggressive or highly leveraged
financial risk profiles drive corporate decision-making that
prioritizes the interests of the controlling owners. This also
reflects the owners' generally finite holding periods and focuses
on maximizing shareholder returns."


BE SEMICONDUCTOR: Fitch Assigns 'BB+' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned BE Semiconductor Industries N.V. (BESI)
Long-Term Issuer Default Rating (IDR) of 'BB+' with a Stable
Outlook. Fitch also assigned BESI's proposed notes an expected
senior unsecured rating of 'BB+(EXP)'with a Recovery Rating of
'RR4'. The assignment of a final rating is subject to final
documentation conforming to information already received.

The ratings reflect BESI's strong market share in its addressable
market of the semiconductor assembly equipment manufacturing as
well as long-standing relationships with customers, supported by a
strong financial profile with high profitability and low leverage.
The company's business profile is constrained by its high exposure
to the inherently cyclical industry, smaller scale of operations
with limited diversification and reliance on key markets and major
customers.

The Stable Outlook reflects its view that after the decline in the
semiconductor equipment market in the past couple of years, the
market will start to recover by 2025, supported by increasing
demand for newer technologies.

KEY RATING DRIVERS

Growth in Semiconductor Demand: After a downturn in the past couple
of years, due to supply chain bottlenecks and other geopolitical
factors, Fitch expects the semiconductor market to rebound from
2025. The industry's positive long-term outlook and growth
trajectory is underpinned by the broader adoption of newer
technologies, such as next generation artificial intelligence,
vehicle electrification, 5G and others.

Strong Position in Niche Market: BESI's product offerings,
including hybrid bonding and other advanced die-attach platforms,
are well-positioned to cater to the rising demand in the upcoming
technology cycle, where the need for more sophisticated and
advanced packaging solutions is increasing. Fitch expects BESI to
maintain broadly stable market positions in semiconductor assembly
equipment manufacturing, which is a relatively small part of the
wider semiconductor industry.

BESI's strength is underpinned by its strong brand recognition and
long-standing relationships with major customers and their clients,
which serve as a relatively strong barrier to entry for
competitors.

Unique Business Model: BESI's business model strengths are its
asset-light structure, which leads to lower capex and investment
spending relative to peers by utilising a global supply chain. This
increases financial flexibility and resilience in downturns by
allowing for faster reduction in costs and is reflected in the
group's higher earnings margins.

Stronger EBITDA Margins: Despite the industry decline in the past
couple of years, BESI has sustained its strong profitability, with
EBITDA margins exceeding 40% through effective cost-management
initiatives. Throughout Fitch's forecast horizon, Fitch expects
EBITDA margins to improve to an average of 46%, supported by
revenue growth and an improving product mix with higher margins.
Fitch expects that revenue will have a CAGR of 19% throughout its
forecast horizon of 2024-2028, based on a growing assembly market
and BESI's sustained market share.

Low Leverage Despite New Debt: BESI intends using the proceeds from
the proposed EUR350 million senior unsecured notes for general
corporate purposes including potential acquisitions. Fitch expects
BESI to remain in a net cash position throughout its forecast
horizon, as Fitch projects improving EBITDA will continue to
support BESI's already significant cash balances, despite high
shareholder returns, and supported by its cash deployment policy.

Cash Deployment is Key: The stability of BESI's cash deployment
policy is key to its rating. Fitch expects that the group will
continue to balance the needs of its business and shareholders
while maintaining a conservative capital structure with a net cash
position of over 10% of revenues over the rating horizon. Fitch
forecasts BESI will generate annual pre-dividend free cash flow
(FCF) of an average of EUR180 million between 2024-2028, or the
equivalent of around 17% of revenue.

High Shareholder Distribution: Fitch expects most pre-dividend FCF
will be distributed as either dividends or treasury share buybacks,
as the company plans to pay between 40% and 100% of net income as
dividends. BESI's shareholder-friendly policies could continue to
restrain FCF generation, but the company retains high flexibility
as far dividend payments are concerned.

Limited Diversification: BESI's ratings are constrained by its high
exposure to the inherently cyclical industry, relatively
undiversified product portfolio and significant dependence on key
markets and major customers. As of 2023, 73% of revenue was derived
from Asia, while the top 10 customers contributed over 50% of total
revenues for the past four years. This is not uncommon in the
sector, but is a restrictive factor relative to the broader global
diversified industrial universe. Both geographic and customer
concentration remain a key risk to the rating, mitigated by
long-standing customer relationships.

DERIVATION SUMMARY

BESI's credit profile is in line with many issuers rated in the
'BB' category. The company is positioned less favourably than
semiconductor manufacturing peers due to its niche focus in the
wider semiconductor assembly market. BESI's conservative balance
sheet, characterised by historically low leverage ratios and strong
profitability margins place it ahead of peers in its rating
category.

While companies like ASML Holding N.V. (A+/Stable) and NXP
Semiconductors N.V. (BBB+/Stable) are also involved in the
semiconductor market, ASML is focused on the front-end of equipment
manufacturing, while NXP is a leading integrated device
manufacturer business. Both have leading market shares in their
respective addressable markets, supported by relatively high
barriers to entry from cumulative investments and relative
end-market diversification. BESI specialises in the back-end of the
semiconductor business, and its business profile is limited in
terms of size compared with ASML and NXP. However, its
profitability margins are stronger.

In the diversified industrials peer group, ams-Osram AG
(BB-/Stable), which despite having high technology content in its
end products, has a significantly weaker financial profile. Other
higher-rated peers in the diversified industrials sector, such as
KION GROUP AG (BBB/Stable) and GEA Group Aktiengesellschaft
(BBB/Positive), are larger and more diversified with less exposure
to cyclical markets. However, these companies also have much lower
profitability, with EBITDA margins typically around 10%.

KEY ASSUMPTIONS

Revenue to increase by an average of 19% from 2024-2028, driven by
a growing market

Average EBITDA margin forecast at 46% driven by a favourable
product mix and revenue growth

Capex, including capitalised research and development expenditure,
in line with management forecasts at around 4% of revenue on
average

Successful launch of EUR350 million bond in 2024

Dividend payout ratio in line with historical trends

Completion of EUR60 million share repurchase plan in 2024

No sizeable M&A

RATING SENSITIVITIES

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

- FCF margins consistently in the mid-single digits;

- (CFO-capex)/debt above 80% on a sustained basis;

- Increased share of aftermarket services to contribution to
overall sales on a sustained basis and broader product and customer
diversification;

- Net cash position maintained on a sustained basis.

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

- Major increase in debt or decline in EBITDA, driving EBITDA
leverage to around 2x on a sustained basis;

- Increased shareholder distribution leading to low-single digit
FCF margins on a sustained basis;

- Loss of major customer contracts leading to EBITDA margin
trending towards 30% on a sustained basis;

- Reduced customer/market diversification.

LIQUIDITY AND DEBT STRUCTURE

Ample Liquidity: BESI has a strong liquidity profile, which has
historically been supported by a substantial cash balance and an
undrawn committed revolving credit facility. This has supported
BESI's capex and R&D expenditure, despite the recent downtrend in
the industry and enabled it to finance its dividends and share
buyback programmes. As of March 2024, the company had EUR201
million of principal outstanding senior unsecured convertible notes
and EUR447 million of readily available cash as well as an
unutilized EUR80 million revolving credit facility.

ISSUER PROFILE

BESI is engaged in the development, manufacturing, marketing, sales
and service of semiconductor assembly equipment for global
semiconductor and electronics industries. It operates through three
segments: die attach, packaging, and plating. It primarily offers
its products to multinational chip manufacturers, assembly
subcontractors, and electronics and industrial companies.

BESI was incorporated in 1995 and is headquartered in Duiven, the
Netherlands, and has global operations in seven countries.

DATE OF RELEVANT COMMITTEE

04 July 2024

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   
   -----------              ------                   --------   
BE Semiconductor
Industries N.V.       LT IDR BB+     New Rating

   senior unsecured   LT     BB+(EXP)Expected Rating   RR4


BE SEMICONDUCTOR: S&P Assigns Prelim. BB+ LongTerm Rating
---------------------------------------------------------
S&P Global Ratings assigned its preliminary 'BB+' long-term ratings
to BE Semiconductor Industries N.V. (Besi) and its proposed notes,
with a recovery rating of '3', reflecting its estimate of about 65%
recovery in the event of a payment default.

The stable outlook reflects S&P's expectation that in 2024-2026
Besi will maintain a conservative balance sheet, including a
reported net cash position, with topline growth of 10%-50% annually
and an EBITDA margin of at least 40% over the cycle, which we
expect will lead to FOCF of at least EUR200 million per year.

Besi is a back-end niche market player with a strong position in
the assembly equipment market with its Die Attach and
Packaging&Plating divisions. Besi is positioned at the back end of
the semiconductor equipment market as a provider of assembly
equipment for the global semiconductor and electronics market. It
focuses on tools for advanced packing solutions, including the
provisions of electrical interconnections in advanced chip
architectures and solutions, including hybrid bonding, and assembly
of multiple integrated circuit dies (2.5D and 3D) in chiplet
arcitechture. Besi's products are technologically advanced through
focused research and development (R&D), where about 10% of revenue
is spent on average including capitalized R&D, and close and
long-term collaboration with customers. Within the estimated $4.1
billion assembly equipment market, Besi holds a leading position in
two segments, Die Attach with 43% market share (with particularly
strong footprint in Advanced Die Attach subsegment with a 67%
market share) and Packaging&Plating with 22% market share, which
together represent an addressable market of $1.5 billion. By
focusing on equipment solutions for the most advanced applications,
the company has been able to increase its market share with each
cycle upturn. Given the increasingly complex solutions, including
for accuracy, and continuously shrinking size of the components
that need to be assembled, we think barriers to entry are
relatively high because it is becoming more difficult to replicate
Besi's products.

The company has strong growth opportunities, fueled by investments
in advanced packaging and AI application, as well as recovery in
several end-user markets following inventory corrections in 2023.
S&P said, "In our view, the company has long-term growth
opportunities, stemming mainly from an expanding addressable market
and to some extent an increasing market share. We regard Besi as
well positioned in the Die Attach segment, which is expected to
benefit from demand for AI assembly solutions and rapid growth for
hybrid bonding (used for packaging in the vertical stacking of
chips). We also expect strong growth for many years in the advanced
packaging segment, owing to expected demand for 2.5D and 3D
technologies for high-performance computing. In the near term, we
also expect increasing demand for semiconductor chips because
several end-user markets started recovering from inventory
corrections in late 2023 and this will continue during 2024."
Increasing capital expenditure (capex) budgets due to state funding
through the Chips Acts in the U.S. and EU, as well as several state
funded initiatives in Asia (for example in China, South Korea, and
Japan), combined with high demand for the next generation of
devices and generative AI solutions, should support revenue growth
of 10% in 2024 and potentially up to 50% in 2025.

Besi has developed a very flexible business model with little fixed
costs to cope with in the very volatile semiconductor equipment
industry. Business cycles in the semiconductor equipment industry
typically last for three to four years and, in a downturn, Besi has
experienced annual revenue decline of 20%-30%. That said, the
company has managed to maintain EBITDA margins higher than 30%
during the most recent cycles. In 2023, which was a downturn, Besi
managed to post an EBITDA margin of 41.2% even though its revenue
declined by 20%. We attribute the company's consistency in
reporting strong margins to its agile business model, founded on a
flexible cost structure with mostly outsourced production and
efficient supply chain strategy. As a result, the company has the
flexibility to quickly scale capacity up or down without large,
fixed costs. Furthermore, the company has built relationships with
its customers and suppliers over many decades, creating a strong
distribution network and a well-tested supply chain that increases
its ability to plan ahead, despite volatile demand. Furthermore,
due to a rather capex light profile the company has managed to
sustain positive FOCF over many years.

EBITDA margins could strengthen further, thanks to economies of
scale and Besi's positioning in the high-margin segment of advanced
packaging solutions. As the company progresses toward its
medium-term target of above EUR1 billion of annual sales, we expect
it can improve its margins from economies of scale and that the
increased complexity of its solutions will translate into higher
prices. For instance, gross margins increased to 64.9% in 2023
versus 61.3% in 2022 due to the launch of new high-margin products,
cost control efforts, and supply chain management, despite much
lower revenue.

Besi's limited scale and diversification outside its niche, though
somewhat balanced by low customer concentrations, constrains the
rating. Besi's low scale in our view results from its small
addressable market of $1.5 billion in 2023; even the larger
assembly market only represents $4.0 billion as of the same date.
S&P said, "We note that there is some customer diversification
because no customer accounts for more than 10% of revenue and, in
addition, Besi's products serve a variety of end-user markets:
mobile (30%), computing (24%), auto (18%), spares and services
(17%), industrials&other (11%). However, Besi is less diversified
or smaller than other rated semiconductor equipment makers in the
fair business risk category. For example, we regard Marvell
Technology (BBB-/Stable/--) and MKS (BB/stable/--) to be at the
stronger end of the fair business risk profile category given their
larger scale and higher degree of diversification. For example,
Marvell is 10x larger than Besi and MKS has a broader end-market
portfolio outside the semiconductor wafer fab equipment (WFE)
space, for example, in electronics and packaging, which bolsters
its diversification relative to Besi. That said, we rate MKS lower
than Besi due to adverse leverage trends as a result of debt-funded
acquisitions, which hinders its financial risk profile."

Global semiconductor supply chains are exposed to geopolitical
risks and potential bottlenecks from demand volatility, but this is
mitigated by Besi's diversified distribution network. A global
presence and current global geopolitical tensions expose the
semiconductor industry and Besi's distribution network to potential
export- and import-control measures. This is because governments
may impose additional tariffs or trade barriers to semiconductor
assembly equipment, and some governments could take actions that
favor local suppliers. Furthermore, the highly volatile demand
situation could pose risks of bottlenecks in the supply chain.
However, S&P regards these risks as balanced and managed by Besi's
diversified distribution network, where no supplier accounts for
more than 10% of production and there is geographic diversification
of production plants. The company has actively moved production
closer to its customers by increasing capacity in Malaysia and
Vietnam; approximately 75% of revenue stems from Asia (about 35% of
this from China).

S&P said, "We expect Besi to maintain a conservative balance sheet
and generate stable FOCF, all of which we expect will be
distributed to shareholders. The company has maintained a net cash
position since 2007, which it targets to maintain in line with its
shareholder distribution policy. However, due to volatile cash
flows over the business cycle and occasional countercyclical
investments, the financial policy, which targets leverage of
1.0x-1.5x or lower in the medium term, indicates the possibility of
releveraging. For instance, this could potentially follow
temporarily lower EBITDA coupled with an acquisition, although the
company has not made any significant acquisitions since 2009.
However, over the forecast period, we expect the net cash position
to be maintained in line with the stated financial policy of
keeping a minimum net cash position of 10% of sales. We expect the
company to distribute all of its free cash flow to its shareholders
and continue its policy of distributing 40%-100% of net income as
dividends and share buybacks, to the extent that it does not
challenge its net cash position.

"The stable outlook reflects our expectation that Besi will
maintain a conservative balance sheet, including a reported net
cash position. In addition, we project revenue to increase over the
coming two years with EBITDA margins of at least 40% over the
cycle, which we expect will lead to minimum annual FOCF of EUR250
million."

Downside scenario

S&P said, "We could lower our rating if Besi were to reduce its
cash holdings or raise material amounts of debt to finance large
shareholder distributions or acquisitions, with adjusted leverage
staying higher than 2.0x. We could also lower the rating in case
operational setbacks caused the EBITDA margin to fall below 30% or
FOCF below EUR100 million on an ongoing basis."

Upside scenario

Although currently unlikely in the next 12 months, S&P could raise
the rating in the future if the company increases its scale, as
shown for example by broader product or segment diversification,
while maintaining its conservative financial policy and protecting
its strong liquidity position.


STAMINA BIDCO: Moody's Hikes CFR & Secured Bank Loans to 'B1'
-------------------------------------------------------------
Moody's Ratings has upgraded the corporate family rating to B1 from
B2 and the probability of default rating to B1-PD from B2-PD of
Stamina BidCo BV (Synthon or the company). At the same time,
Moody's have upgraded to B1 from B2 the instrument ratings of its
senior secured bank credit facilities, including the revolving
credit facility (RCF) and term loan B (TLB), maturing in 2028. The
outlook remains stable.

RATINGS RATIONALE

The upgrade of the ratings reflects Moody's expectations that over
the next 12-18 months, Synthon's key credit metrics will remain at
levels commensurate with a B1 rating. In particular, Moody's
forecast that the company's Moody's-adjusted gross leverage will
trend towards 2.5x and its interest coverage, defined as
Moody's-adjusted EBITA to interest expense, remain above 3x. The
company's Moody's-adjusted free cash flow (FCF) generation is
expected to remain at around EUR35-40 million per year, which
supports the good liquidity profile of the company.

The company has followed a relative prudent financial policy which
has focused on deleveraging through debt repayments, totalling
EUR80 million since last year. The debt repayments and more prudent
financial policy are governance considerations which were key
drivers of rating action. Over the next 12-18 months, Moody's
expect the company's financial policy to continue to mostly focus
on organic growth initiatives and deleveraging, positioning the
company well in its rating category.

The rating action also reflects Synthon's leading position in the
niche business-to-business (B2B) segment of development and
manufacturing of complex generics; its solid market shares in the
main Western European geographies for its top five products; the
barriers to entry and customer stickiness derived from its
intellectual property (IP) on developed products; and its strong
track record of quality and reliability resulting in long-standing
relationships with major European generic pharmaceutical
companies.

Over the next 12-18 months, Moody's expect Synthon's top line
revenue growth to be in the high-single digits in percentage terms,
primarily driven by new product launches in oncology, continued
growth of its B2B segment product portfolio, and by further market
penetration of its direct business in Mexico and Chile. Moody's
also expect higher license fees coming from the recently signed
licensing and supply agreement with Zydus Lifesciences Ltd. to
supply palbociclib tablets in the US, where Synthon has been the
sole abbreviated new drug application (ANDA) applicant for three
different dosages.

The rating is constrained by the company's small scale with a
degree of customer and product concentration, with the top five
customers representing around 28% of B2B revenue and the top three
molecules accounting for about 30% of B2B revenue, both decreasing
since Moody's first started rating the company. Furthermore, the
rating also considers the risk of products in development not
obtaining approval, or future launches being delayed beyond the
originator brand's exclusivity loss, especially when speed to
market is essential to capture market share, although the company
has a good track record in these respects.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectations that
Synthon's operating performance will continue to be strong over the
next 12-18 months, allowing earnings growth and Moody's-adjusted
FCF to debt remaining in the low double-digit range in percentage
terms. The outlook reflects Moody's assumption that the company
will continue to have a prudent financial policy focusing on
organic initiatives and deleveraging, with no major debt-funded
acquisitions or shareholder distributions that would add leverage
to the capital structure.

LIQUIDITY

Synthon has good liquidity, supported by a cash balance of EUR48
million as of March 31, 2024, access to its RCF of EUR70 million,
which is currently undrawn, and expected annual Moody's-adjusted
FCF of around EUR40 million, and no significant debt maturities
until 2028.

The RCF includes a springing financial covenant set at a senior
secured net leverage of 8.7x, tested only when the RCF is drawn by
more than 40%. Moody's Moody's expect the company to have
significant capacity against this threshold if tested.

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

Upward rating pressure on the rating could develop over time if
Synthon significantly increases its scale, while continuing to
broaden its product portfolio offering, thereby reducing product
concentration; if it demonstrates strong execution in developing
and launching new products, resulting in strong organic growth; and
if it maintains a prudent financial policy and strong credit
metrics, including at least good liquidity and a Moody's-adjusted
FCF/debt well within the high teens in percentage terms.

Downward pressure could emerge if Synthon's recently prudent
financial policy becomes more aggressive which would lead to a
leverage ratio (defined as Moody's-adjusted gross debt/EBITDA)
trending towards 4.5x on a sustained basis, or if its
Moody's-adjusted FCF/debt decreases below 10% on a sustained basis,
or there are unfavourable developments in new product launches or
operating performance.

STRUCTURAL CONSIDERATIONS

The B1-PD probability of default rating, in line with the CFR,
reflects Moody's assumption of a 50% family recovery rate, typical
for covenant-lite secured loan structures.

The B1 ratings of the EUR360 million senior secured term loan B, of
which EUR280 million remain outstanding, and the EUR70 million
senior secured RCF reflect their pari passu ranking, with upstream
guarantees from significant subsidiaries of the Synthon group which
account for at least 80% of the group's EBITDA. The security
package consists of share pledges, intragroup receivables and
significant bank accounts.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.

COMPANY PROFILE

Founded in 1991, Synthon is a leading company in the niche B2B
pharmaceutical segment of developing, manufacturing and
out-licencing complex generics pharmaceuticals. Although most of
the company's activities are undertaken through business partners,
Synthon also operates directly in Chile and Mexico, and has one
joint venture in Argentina. The company generated total revenue of
EUR380 million and company-adjusted EBITDA of EUR127 million in the
12 months that ended March 2024, and has been majority owned by BC
Partners since 2019.




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

ALOQABANK: Fitch Assigns 'BB-' LongTerm IDRs, Outlook Stable
------------------------------------------------------------
Fitch Ratings has assigned Joint-Stock Commercial Aloqabank's
(Aloqa) Long-Term Foreign- and Local-Currency Issuer Default
Ratings (IDRs) of 'BB-' with Stable Outlooks and a Viability Rating
(VR) of 'b'.

KEY RATING DRIVERS

Aloqa's IDRs are equalized with the sovereign rating (BB-/Stable)
at this rating level to reflect potential support from the
government of the Republic of Uzbekistan as captured by its
Government Support Rating (GSR) of 'bb-'. The Stable Outlook on the
ratings reflects that on the sovereign.

Aloqa's 'b' VR reflects its exposure to a volatile local operating
environment, limited franchise in the Uzbek banking sector,
vulnerable asset quality with significant concentrations in the
loan book, modest core profitability and narrow capital buffers.

State Support: Aloqa's 'bb-' GSR reflects Fitch's view of a
moderate probability of support from the authorities of Uzbekistan.
This view is based on the bank's majority state ownership and on
the low cost of potential support relative to sovereign
international reserves, which more than offset the bank's only
modest systemic importance. Fitch also considers a record of
extraordinary support (for instance in 2023) and of ordinary
support from the state for the bank.

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

Small State Bank: Aloqa is Uzbekistan's 11th-largest bank (and
seventh-largest state-owned bank), making up only 3% of sector
assets at end-1Q24, while the share of all state-owned banks is
around 70% of sector assets. It focuses on corporate lending and is
funded predominantly by corporate customer accounts. However, the
bank aims to expand its retail loan book in the near term.

Average Dollarisation and Growth: Aloqa's loan book dollarisation
(37% at end-2023) and average growth (2020-2023: 18%) were broadly
in line with the sector's (45% and 19%, respectively).
Concentrations in the loan book are significant (top-25 borrowers:
44% of gross loans or 1.9x Fitch core capital (FCC) at end-2023);
however, this is offset by lower exposure to higher-risk subsidised
lending than at state-owned peers.

Vulnerable Asset Quality: The impaired loans ratio (Stage 3 under
IFRS) improved to 6% at end-2023 (end-2022: 10%). However, the
large stock of Stage 2 loans (end-2023: 18%, up from 10% at
end-2022) poses risks to asset quality. Fitch expects the impaired
loans ratio to reach 10% in the near term on the back of loan book
seasoning after rapid loan growth in 2021 (43%), although growth
has moderated since.

Modest Core Performance: Aloqa's focus on high-yield commercial
lending (average interest yield of 18% in 2023) is offset by high
funding costs and results in a moderate net interest margin of 6%,
which has been fairly stable in the past four years. Operating
performance is significantly weighed down by high operational costs
due to a large branch network. This translates into modest
operating profit of 1.4% of risk-weighted assets (RWAs) in 2023 and
Fitch expects the ratio to remain below 2% in 2024-2025. Return on
average equity stood at 19% in 2023 (2022: 12%) due to one-off
gains.

Significant Capital Encumbrance: Aloqa's FCC ratio was moderate at
13.5% at end-2023, up from 11.6% at end-2022, after a capital
injection from a minority shareholder (1.4% of RWAs at end-2023).
Adjusted for 100% coverage of impaired loans by total loan loss
allowances, the FCC ratio would drop to 10.7% since unreserved
impaired loans equal 21% of FCC. Fitch expects faster loan growth
than internal capital generation will reduce the FCC ratio to below
13% by end-2025, unless addressed with capital injections.

Stable Funding, Adequate Liquidity: Non-state deposits (52% of
total liabilities at end-1Q24) and state-related funds (22%)
dominate Aloqa's funding, while wholesale borrowings are modest
(end-1Q24: 17%). The bank's liquidity cushion (18% of total assets
at end-1Q24), net of wholesale repayments, covered a moderate 34%
of non-state customer accounts.

RATING SENSITIVITIES

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

The IDRs will be downgraded if Uzbekistan's sovereign IDR is
downgraded.

The VR could be downgraded if the bank's FCC ratio drops below 10%,
for example due to a sharp deterioration in the bank's asset
quality, resulting in loss-making performance, or higher lending
growth.

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

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

The IDRs could be upgraded if the Uzbek sovereign is upgraded,
combined with a positive reassessment of the bank's systemic
importance.

An upgrade of the VR could stem from improvements in the Uzbek
operating environment combined with healthy asset quality on a
sustained basis and an improvement in profitability and
capitalisation.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Aloqa's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support. The Long-Term Foreign- and
Local-Currency IDRs (xgs) of 'B(xgs)' are equalised with the bank's
VR. The Short-Term Foreign- and Local-Currency IDRs (xgs) of
'B(xgs)' are mapped to the bank's Long-Term Foreign- and
Local-Currency IDRs (xgs), respectively.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Aloqa's Long-Term Foreign- and Local-Currency IDRs (xgs) are
sensitive to changes in the bank's VR. The Short-Term Foreign- and
Local-Currency IDRs (xgs) are sensitive to changes in Aloqa's
Long-Term Foreign- and Local-Currency IDRs (xgs), respectively.

DATE OF RELEVANT COMMITTEE

27 June 2024

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Aloqa's IDRs are linked to the Uzbekistan sovereign ratings.

ESG CONSIDERATIONS

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

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

   Entity/Debt                          Rating           
   -----------                          ------           
Joint-Stock
Commercial Aloqabank   LT IDR             BB-    New Rating
                       ST IDR             B      New Rating
                       LC LT IDR          BB-    New Rating
                       LC ST IDR          B      New Rating
                       Viability          b      New Rating
                       Government Support bb-    New Rating
                       LT IDR (xgs)       B(xgs) New Rating
                       ST IDR (xgs)       B(xgs) New Rating
                       LC LT IDR (xgs)    B(xgs) New Rating
                       LC ST IDR (xgs)    B(xgs) New Rating


NAVOI MINING: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has assigned JSC Navoi Mining and Metallurgical
Company (NMMC) a first-time Long-Term Issuer Default Rating (IDR)
of 'BB-' with a Stable Outlook.

NMMC's IDR is constrained by its sole parent Uzbekistan
(BB-/Stable) in accordance with Fitch's Government-Related Entities
(GRE) Rating Criteria. NMMC's Standalone Credit Profile (SCP) of
'bb' reflects its large scale as a top five gold producer globally
with expected production of over 3 million ounces (moz) in 2024.
The company benefits from a low cost-position, long mine life, high
profit margins and low leverage, offset by concentrated operations
in a weak operating environment, and currently tight liquidity.

KEY RATING DRIVERS

Sovereign Constrains Rating: NMMC's rating is constrained by its
sole shareholder, Uzbekistan, given its close links with the
sovereign, in accordance with Fitch's GRE Rating Criteria and
Parent and Subsidiary Linkage (PSL) Rating Criteria. This reflects
the influence the state exerts on the company through strategic
direction and control over the company's cash flows through
taxation and extraction of dividends.

Top Five Gold Miner: NMMC is the fourth-largest global gold
producer with 2.9 moz output in 2023, below leaders Newmont,
Barrick Gold and Agnico Eagle, slightly above Polyus PJSC and above
AngloGold Ashanti plc. The company has 12 major mining sites, seven
plants and two heap leach workshops, all located in Uzbekistan. Its
largest cluster, Muruntau, generates around 70% of total production
and has a similar share of its resource base. NMMC sells all gold
it produces to the Central Bank of Uzbekistan at the current London
Bullion Market price.

Fitch expects the company to increase gold production by 30% by
end-2024 compared with 2017, achieving its target output two years
ahead of plan and having spent around USD3 billion capex to achieve
this.

Strong Financial Profile: The company has historically operated
with low leverage and Fitch expects it to maintain net and gross
debt to EBITDA at below 1x. This is also a target for the
management, with short-term deviations allowed in case of a gold
price drop. The company distributes 100% of net income to the
government. When deciding on the dividend amount, the government
takes into consideration the leverage target, the company's cash
flows, the investment programme and liquidity.

Cost Leadership and High Reserves: NMMC's mines are located in the
first quartile of CRU's all-in sustaining costs (AISC) curve for
gold producers due to low costs of operations, high share of local
currency-denominated costs and economies of scale, in particular
for Muruntau mine, which is the largest gold mine in the world. The
company reported 2023 AISC at USD866/oz, which is one of the lowest
levels among gold producers globally. The reserve life of Muruntau
cluster is robust at 24 years, while reserve estimates of other
mines are pending.

Responsibility to Support: Fitch views the 'Decision Making and
Oversight' factor under the GRE Criteria as 'Strong' given the 100%
ownership by the state through the Ministry of Economy and Finance
(98%) and State Assets Management Agency (2%). The state is
contemplating selling a minority share through an IPO, but Fitch
believes that the government will maintain strong links with NMMC.
The state has tight control over the company, monitoring the
budget, investment programme and key performance indicators. Fitch
assesses precedents of support as 'Strong' as 19% of total debt at
end-2023 was provided from government entities. The company has not
received any equity injections over the past 10 years.

Incentive to Support: Fitch assesses NMMC's preservation of
government policy role as 'Strong' as it is responsible for more
than 80% of gold produced in the country. NMMC is the largest
taxpayer and a major employer in Uzbekistan. As at end-2023, 71% of
its debt comprised facilities from international lenders. NMMC can
be considered a reference entity for the state given its size and
international debt amount. Fitch believes NMMC's default could
affect the ability of Uzbekistan and other GREs to borrow on
international markets and therefore assess contagion risk as
'Strong'.

Corporate Governance: Similar to other state-controlled companies
in Uzbekistan, NMMC is improving its corporate governance. It
started publishing IFRS financials from 2020 and also provides
half-year financials. NMMC has completed estimating most of its
reserves according to the JORC international standard. The
supervisory board currently consists of state representatives, but
the company intends to add two independent members.

DERIVATION SUMMARY

NMMC's peers include global gold producers Agnico Eagle Mines
Limited (BBB+/Stable), Kinross Gold Corporation (BBB/Stable),
AngloGold Ashanti Limited (BBB-/Negative), Endeavour Mining plc
(BB/Stable) and Uzbek copper producer JSC Almalyk Mining and
Metallurgical Complex (BB-/Stable).

As the fourth-largest global gold miner with 2.9moz production in
2023, NMMC slightly trails the third-largest gold producer, Agnico
Eagle (3.4 moz in 2023) and its output is higher than that of
AngloGold Ashanti (2.3 moz) and Endeavour (1.1 moz). The company
also operates the largest gold mine globally, which is a part of
the Muruntau cluster that generates about 70% share of its total
production.

NMMC is among the lowest cost producers globally, with assets
located in the first quartile of the global gold cost curve. Its
AISC were at USD866/oz in 2023, comparing favourably with
Endeavour's USD967/oz, Agnico Eagle's USD1,207/oz, Kinross's
USD1,316/oz and AngloGold Ashanti's USD1,538/oz.

The company's operations are concentrated in one country,
Uzbekistan, which has a weaker operating environment and is the
major constraint on the company's rating. Investment-grade peers
have less risky country exposure. Agnico Eagle has 84% production
exposure to Canada and 11% exposure to Australia. Kinross has
operating mines in the US (32% of 2023 gold equivalent sales from
continuing operations), South America (40%), and West Africa (28%).
AngloGold Ashanti has a wide geographic diversification albeit to
high risk jurisdictions in Africa where around 60% of production is
generated and South America (20% of production), while only around
20% of gold is produced in Australia.

NMMC also has the highest mine life compared with peers of over 20
years, while peers only report between eight and 13 years. NMMC has
the highest profit margins in its peer group with a superior EBITDA
margin of over 50% on average. Its leverage profile compares well
with investment-grade peers with EBITDA net leverage below 1x on a
though the cycle basis. However, its liquidity is weaker than
higher-rated peers.

NMMC's closest peer in Uzbekistan is copper and gold producer JSC
Almalyk Mining and Metallurgical Complex, which is smaller in scale
and its production is currently focused on only one mine. The
entity is developing a second mine, which Fitch expects to be
commissioned in 2024. Large capex for the transformative project
puts pressure on its free cash flow and its leverage is also higher
than NMMC.

KEY ASSUMPTIONS

- Gold price of USD 2,000/oz in 2024, USD1,900/oz in 2025,
USD1,700/oz in 2026 and USD1,600/oz in 2027

- Low single digit increase in production volumes

- EBITDA margins averaging above 50% in 2024-2027

- Capex of USD400 million on average per year in 2024-2027

- 100% of net profit is distributed as dividend

- Social contributions on average of around USD100 million per year
in 2024-2027

RATING SENSITIVITIES

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

- Positive rating action on the sovereign

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

- Improvement in liquidity position and maturity profile could be
positive for the SCP, but not necessarily the IDR

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

- Negative sovereign rating action

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

- Sustained negative FCF due to dividends/ large capex or M&A
activity

- Consistent over reliance on short-term funding

Rating Sensitivities for Uzbekistan

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

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

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

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

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

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

- Structural: A marked and sustained improvement in governance
standards.

LIQUIDITY AND DEBT STRUCTURE

Stretched Liquidity: As at end-2023, NMMC's unrestricted cash
balance was USD2 million compared with short-term debt of USD429
million, reflecting limited liquidity. During January-May 2024, the
company raised EUR150 million loan from the National Bank of
Uzbekistan and USD8 million from another local bank. Fitch expects
that NMMC's strong access to local funding, along with the
flexibility of monthly dividend payments, will support liquidity.
Fitch expects capex to be around USD400 million per year over the
next three years. Fitch expects free cash flow to remain negative
in 2024 and improve to around USD150 million in 2025-2026.

NMMC plans to raise a Eurobond to fund its capex plan and extend
debt maturities, which are currently concentrated in 2024-2026.
This will improve the company's liquidity profile.

ISSUER PROFILE

NMMC is the fourth-largest gold producer in the world and operates
in Uzbekistan. It is one of the lowest cost producers globally.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch treats charity and social contributions of USD94 million as
minority dividends.

DATE OF RELEVANT COMMITTEE

26 June 2024

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

NMMC's rating is constrained by Uzbekistan's rating.

ESG CONSIDERATIONS

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

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

   Entity/Debt             Rating           
   -----------             ------           
JSC Navoi Mining
and Metallurgical
Company              LT IDR BB-  New Rating




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

BANCAJA 9: Moody's Affirms C Rating on EUR22.6MM Class E Notes
--------------------------------------------------------------
Moody's Ratings has upgraded the ratings of Class C and Class D
notes in Bancaja 9, FTA. The rating action reflects the increased
levels of credit enhancement for the affected notes.

EUR1700M Class A2 Notes, Affirmed Aa1 (sf); previously on Oct 26,
2023 Affirmed Aa1 (sf)

EUR52M Class B Notes, Affirmed Aa1 (sf); previously on Oct 26,
2023 Upgraded to Aa1 (sf)

EUR25M Class C Notes, Upgraded to Aa3 (sf); previously on Oct 26,
2023 Upgraded to Baa1 (sf)

EUR23M Class D Notes, Upgraded to Baa3 (sf); previously on Oct 26,
2023 Upgraded to B1 (sf)

EUR22.6M Class E Notes, Affirmed C (sf); previously on Feb 18,
2009 Downgraded to C (sf)

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

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

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranches.

Increase in Available Credit Enhancement

Largely sequential amortization and a reserve fund that has not yet
amortised led to the increase in the credit enhancement available
in this transaction.
For instance, the credit enhancement for Class C, the most senior
tranche affected by rating action, increased to 21.6% from 18.7%
since the last rating action.

Moody's note that due to the falling long-term delinquency of the
pool, the Class B tranche has started amortising in recent interest
payment dates (and ahead of Class A2 repayment) as its
performance-related amortization trigger has been met.

Should long-term delinquencies fall further, the
performance-related triggers on the other mezzanine notes could
also be met allowing for pro-rata amortisation across the entire
capital structure.

In that scenario, the issuer's available funds would be allocated
to reach the Class B, Class C and Class D target ratios
(percentages of outstanding notes) contemplated in the
transactions' documentation. Also in that scenario, the principal
amortization of senior Class A2 would continue to cease (Class A2
already stopped amortization in lieue of Class B in recent interest
payment dates) until the earlier of either i.) target ratios of
mezzanine notes being reached, or ii.) the 10% pool factor being
met (currently standing at 11.4%) at which point the transaction
would be forced into strictly sequential principal amortization on
the notes and irrespective of whether the target ratios were
achieved in the interim.

As such, any amortization of mezzanine tranches would need to occur
shortly in the upcoming interest payment dates.

Seperately, Moody's note that the reserve fund performance-related
trigger is also very near to being met which, if met, will allow
the reserve fund to be amortised down to the reserve fund floor.
Unlike the amortization of the mezzanine notes, the reserve fund
amortization is not contingent on the pool factor being above 10%.

Despite potential reduction of credit enhancement if the reserve
fund is amortised to its floor, Class C and D will retain
sufficient credit enhancement to support higher ratings.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed Moody's lifetime
loss expectation for the portfolio reflecting the collateral
performance to date.

The performance of the transaction has continued to be stable.
Total delinquencies have remained constant in the past year, with
90 days plus arrears currently standing at 1.03% of current pool
balance. Cumulative defaults currently stand at 8.10% of original
pool balance and nearly unchanged from a year earlier.

Moody's slightly reduced the expected loss assumption to 2.01% as a
percentage of current pool balance from 2.22% due to the stable
performance. The revised expected loss assumption corresponds to
3.08% as a percentage of original pool balance and nearly unchanged
from previous 3.13% assumption.

Moody's have also assessed loan-by-loan information as a part of
Moody's detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's have maintained the MILAN Stressed
Loss assumption at 7.5%.

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, particularly if the transaction pool amortises
below the 10% pool factor thereby stopping amortisation to
mezzanine tranches that may still be above their amortization
targets, (3) improvements in the credit quality of the transaction
counterparties and (4) a decrease in sovereign risk.

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




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

ERDEMIR: Moody's Affirms B3 CFR & Rates New Unsecured Notes B3
--------------------------------------------------------------
Moody's Ratings has affirmed Eregli Demir ve Celik Fabrikalari
T.A.S.'s (Erdemir) long-term corporate family rating of B3,
probably of default rating of B3-PD, and national scale long-term
corporate family rating of A3.tr. Moody's have also assigned a B3
instrument rating to the proposed senior unsecured issuance. The
outlook remains positive.            

RATINGS RATIONALE      

The affirmation of Erdemir's ratings reflects Moody's view that the
company's solid credit metrics remain well positioned within the
current rating category despite Erdemir's upcoming large capital
investment programme. Moody's expect the latter to result in
negative free cash flow and higher leverage during the next 2-3
years. The affirmation also factors in Moody's expectation that the
planned inaugural senior unsecured debt issuance will marginally
improve the company's liquidity profile, under the assumption of
planned issuance of a minimum of TRY16.3 billion ($500 million).
Erdemir intends to allocate 40% of the proceeds to repay short-term
debt and plans to earmark the remaining 60% for capital
expenditures. Moody's also forecast that similar to its financial
strategy during H1-2024, Erdemir will continue to opportunistically
refinance the company's sizable short-term debt maturities with
longer tenor debt.

Erdemir's B3 ratings reflect (1) its leading position in Turkiye's
flat steel market; (2) some flexibility in redirecting sales to
export markets if there is a decline in the domestic steel demand;
(3) a relatively low fixed cost base that has historically allowed
the company to remain profitable even throughout periods of
declining steel prices; (4) solid credit metrics within the current
rating level, with 2025 forecasted Moody's adjusted debt/EBITDA of
3.2x and EBIT interest coverage of 2.6x; and (5) manageable
foreign-currency risk, because most of the company's debt, cash and
revenue is denominated in or linked to the US dollar.

The ratings also incorporates (1) the company's material exposure
to the Government of Turkiye's economic, political, legal, fiscal
and regulatory environment; (2) weaknesses in liquidity with
available sources  insufficient to cover debt maturities and
committed capital investment over the next 12 months; (3) exposure
to the volatile prices of steel and feedstock; (4) cyclicality in
the company's end markets, with a moderate reliance on the domestic
construction and automobile industries; and (5) sizable capital
investment programme, that will result in negative free cash flow
and higher leverage during the next 2-3 years, despite the company
reducing dividend distribution during the same period.

LIQUIDITY PROFILE

Moody's expect Erdemir's liquidity profile to improve albeit remain
marginally adequate post issuance. Under the assumption of planned
issuance of a minimum of TRY16.3 billion ($500 million), Moody's
expect that short-term debt will account for around 55% of total
debt with the remaining 45% representing long-term debt.

Erdemir's liquidity pro forma issuance will comprise of around
TRY42.2 billion ($1.3 billion) of cash holdings and operating cash
flow for the following 12 months of around TRY30.9 billion ($950
million). These sources are mainly insufficient to cover around
TRY55.2 billion ($1.7 billion) of debt maturities over the next 12
months and committed capital investment of around TRY35.8 billion
($1.1 billion). Moody's expect the company to address the liquidity
shortfall with additional debt or delay the commissioning of
certain projects until around 90% of the required funding is
secured. Erdemir is also expected to significantly reduce its
dividend payouts to around TRY3.3 billion ($100 million) during the
next 2-3 years compared to an average of around TRY6.3 billion
($710 million) distributed between 2018-2022. The company suspended
dividend payments in 2023 following the Kahramanmaras earthquake.

The historical increase in reliance on short-term debt was mainly
due to challenges in sourcing longer-term financing on attractive
terms amid currency volatility and other external factors that have
impacted the financial sector in Turkiye. However, these trends
have started to gradually normalize during H1-2024 with the company
availing facilities from local banks with medium and long-term
maturities. Nonetheless, the company's significant reliance on
short-term debt exposes it to refinancing risk.

STRUCTURAL CONSIDERATIONS

Erdemir and its subsidiaries do not have any secured debt in their
capital structure. The proposed notes to be issued by Erdemir are
senior unsecured obligations and will rank pari-passu with all
other existing and future unsecured and unsubordinated debt
obligations of the company. During 2023, Erdemir and Iskenderun
Demir ve Çelik A.S. (Isdemir) contributed to around 50% and 30%
respectively, of the total consolidated EBITDA. The notes do not
benefit from any upstream guarantees, in particular from Erdemir's
most material subsidiary Isdemir. Under the capital markets
regulations in Turkiye, as a listed entity, Isdemir is restricted
from guaranteeing debt that it is not directly benefitting from.

The notes include certain covenants such as incurrence covenants
that limit Isdemir's additional future debt to around TRY32.5
billion ($1.0 billion) and the total amount of debt at all times to
around TRY65 billion ($2.0 billion). In addition, Erdemir will be
required to maintain a consolidated net leverage ratio below 3.5x.
Pro forma issuance Moody's expect Erdemir to account for 65% of the
group's total debt and Isdemir to account for 35% of the group's
total debt. Moody's do not notch down the rating of the notes from
the CFR. However, Moody's would reconsider Moody's current
assessment, should there be a substantial increase in the
proportion of total debt at Isdemir compared to the group's
consolidated total debt.

RATING OUTLOOK

The positive outlook mirrors the positive outlook on the Government
of Turkiye's rating and reflects Erdemir's exposure to Turkiye
sovereign risks. The outlook also incorporates the expectation that
the company will work towards improving its liquidity profile.

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

Moody's would consider an upgrade of the rating if the rating of
the Government of Turkiye is upgraded. This would also require no
material deterioration in the company's operating and financial
performance and an improvement in its liquidity. Absent an upgrade
of the sovereign rating, Moody's would also consider an upgrade if
Erdemir's liquidity position materially strengthens. Any upgrade
would remain constrained by the foreign currency ceiling.

Erdemir's rating is likely to be downgraded in case of a downgrade
of Turkiye's sovereign rating. In addition, downward rating
pressure could arise if liquidity weakens further. The principal
methodology used in these ratings was Steel published in November
2021.


ULKER BISKUVI: Fitch Rates USD550MM 7-Yr. Unsecured Notes 'BB-'
---------------------------------------------------------------
Fitch Ratings has assigned Ulker Biskuvi Sanayi A.S.'s (Ulker) new
7.875% USD550 million seven-year senior unsecured notes a final
'BB-' rating. The final rating is in line with the expected rating
Fitch assigned on 27 June 2024, and the terms broadly conform to
the information already received. The debt rating has a Recovery
Rating of 'RR4'.

Ulker's Issuer Default Rating (IDR) of 'BB-' reflects a sufficient
hard-currency debt service ratio of more than 1x over the next 18
months, justifying an uplift above Turkiye's 'B+' Country Ceiling,
in accordance with Fitch's Criteria. The rating remains constrained
at one notch above the Country Ceiling of Turkiye, where the group
generates over 60% of its EBITDA.

Ulker's unconstrained credit profile corresponds to a higher IDR
due to significant deleveraging since 2021, improved profitability
and increased scale with over USD400 million EBITDA in 2023. The
rating is supported by Ulker's strong position in the Turkish
confectionery market, which has enabled it to pass on cost
increases, supporting healthy profitability and positive free cash
flow (FCF) generation.

The Positive Outlook is driven by the same for Turkiye's sovereign
rating. It also reflects Ulker's improved credit profile and
reduced liquidity risks after its refinancing of material
maturities in 2023 and an announced advance refinancing of its
USD600 million Eurobond due in 2025.

KEY RATING DRIVERS

New Notes Improve Financial Flexibility: Proceeds from the new
7.875% USD550 million senior unsecured notes are being used to
refinance Ulker's outstanding 6.95% USD600 million Eurobond due in
October 2025 for which the company has announced a tender offer
with expected completion by 10 July 2024. This makes the
transaction neutral to net leverage and extends Ulker's debt
maturity profile. Despite a higher cost of debt, Fitch estimates
interest coverage at 3x-5x over 2024-2026, which is consistent with
the rating.

Foreign-Currency IDR Above Country Ceiling: Ulker's IDR is above
Turkiye's Country Ceiling as Fitch expects hard-currency external
debt service ratio will be sustained at above 1x over the next 18
months. Its projections are based on its expectation that Ulker
will continue to generate sufficient EBITDA from exports and its
overseas operations, maintain a substantial offshore cash balance
and adhere to a comfortable schedule of repayments for its
foreign-currency debt. Fitch also assumes its syndication loans
maturing in 2026 will be refinanced in advance.

Turkiye's Country Ceiling Applies: Ulker's IDR continues to be
constrained by the Country Ceiling of Turkiye, as EBITDA from
countries with higher Country Ceilings - Saudi Arabia (AA-), United
Arab Emirates (AA+) and Kazakhstan (BBB+) - is not sufficient to
cover the group's hard-currency interest expense. This is despite
gradual growth in Ulker's profits from international markets.

Cocoa Prices Pressure 2025 Margin: Fitch expects most of the
negative pressure from sharply higher cocoa prices in 2024 to start
hitting Ulker's EBITDA margin from 2H24, but mostly in 2025, due to
the group's hedging. Fitch estimates Fitch-adjusted EBITDA margin
to slightly decline to 18.3% in 2024 (2023: 18.8%) and further to
17.4% in 2025. Fitch expects EBITDA margin to recover to 19% by
2027 as Ulker gradually passes on higher costs to consumers, cost
of other raw materials, such as sugar and wheat, falls and also due
to management initiatives and efficiency savings.

Resilient Performance: Fitch assumes only a modest impact on sales
volumes from price increases due to a recovery of consumer
sentiment in most markets of operations, Ulker's strong pricing
power supported by the appeal of its products, and resilient
consumer demand in the confectionary category. Fitch projects high
inflation-driven organic revenue growth in Turkiye, and mid-to-high
single-digit organic sales growth in international markets with
reported revenue benefiting from positive foreign-exchange (FX)
impact.

Low Leverage: Fitch forecasts Fitch-calculated EBITDA net leverage
will fall to 1.5x in 2024-2025 despite expected pressure on
profitability from high cocoa prices and an unfavourable impact on
costs and debt from further Turkish lira depreciation. The metric
fell to 1.9x at end-2023 (2022: 2.9x) as EBITDA almost doubled,
which was only partly offset by an FX-driven increase in debt
reported in Turkish lira. Ulker has reaffirmed its commitment to
maintaining leverage below 2.0x, with ample headroom to its rating
sensitivities for the IDR.

Strengthening Treasury Policy: Ulker continues to demonstrate a
strengthening financial policy by addressing material debt
maturities in advance, boosting liquidity since end-2022 and
consistently deleveraging towards its stated leverage targets.
Nevertheless, loans to related parties remain a credit weakness, as
Ulker still has about USD66 million of loans issued to its parent,
Yildiz Holding A.S. No new loans to related parties were issued
since 2022 and Fitch expects this discipline to continue.

Positive FCF: Fitch projects Ulker's FCF to remain positive over
2024-2027, albeit temporarily lower at 1.5%-2% (2023: 6.2%) of
revenue in 2024-2025, due to increased working-capital needs driven
by higher raw material costs. From 2026 Fitch projects FCF margin
improvement to around 5%, as EBITDA margin recovers and
working-capital requirements normalise. Fitch does not assume
material capex or dividends in the near term. All this should help
to further build up liquidity.

High FX Risks: Ulker's foreign operations and policy of maintaining
a significant share of cash in hard currencies (77% as of end-2023)
help reduce FX exposure arising from its debt being almost fully
denominated in hard currencies. Fitch estimates foreign operations
to account for 31% of Ulker's revenue and 38% of EBITDA in 2024,
due to hard currency-denominated exports and sales in Saudi riyal
and United Arab Emirates dirham, both of which are pegged to the US
dollar.

Market Leader in Turkiye: Ulker's ratings continue to benefit from
a strong position as the largest confectionery producer in Turkiye,
with a 35% share in the snack market in 2023. It has leading market
positions in chocolate and biscuits, and the second-largest share
in cakes. Ulker is also a leader in Saudi Arabia's and Egypt's
biscuit markets, as well as in Kazakhstan's confectionary
production.

Leverage Calculation Includes Guarantees: Fitch includes in its
calculation of leverage metrics the guarantees provided by Ulker on
loans issued by its parent company, Yildiz Holding, in 2018 (2023:
TRY958 million). Fitch views the current guaranteed amount as
immaterial and an isolated event, with no further guarantees to
related parties to 2027.

DERIVATION SUMMARY

Ulker's credit profile is comparable to that of European frozen
foods producer Nomad Foods Limited (BB/Stable), which enjoys
similar scale and reasonable market share in its sector, but with
weaker operating margins and higher leverage. The latter is
balanced by Ulker's higher exposure to FX risks and weaker
operating environment.

Ulker's credit profile is weaker than that of Conagra Brands, Inc.
(BBB-/Stable), the second-largest branded frozen food producer
globally with operations mostly in the US. Despite Ulker's
comparable profitability and significantly lower leverage, the
rating differentiation with Conagra's is justified by the
significantly larger scale of the US company, and lower risks
related to FX and the operating environment.

Ulker is rated lower than Mexico-based Grupo Bimbo, S.A.B. de C.V.
(BBB+/Stable), the world's largest baked-goods producer in revenue,
due to its smaller scale and geographic footprint. Ulker has
similar leverage but stronger operating and FCF margins.

Ulker's credit profile is stronger than Argentinean confectionery
producer Arcor S.A.I.C.'s (B/Stable). Arcor's IDR is one notch
higher than Argentina's Country Ceiling of 'B-' due to its strong
debt service ratio, as per Fitch's criteria. Both companies' credit
profiles benefit from the strength of local brand geographic
diversification, and from around a third of revenue generation
being outside their domestic markets. Both are exposed to FX risks
due to substantial debt in hard currencies. At the same time
Ulker's rating benefits from larger scale, stronger EBITDA margins
and lower leverage.

Ulker is rated lower than Coca-Cola Icecek AS (CCI; BBB/Stable),
which generates the majority of sales and EBITDA outside Turkiye
and has a different applicable Country Ceiling (Kazakhstan, BBB+),
where CCI generates enough cash flows to cover hard-currency
interest expenses with sufficient headroom. CCI's ratings also
benefit from a one-notch uplift for potential support from The
Coca-Cola Company. CCI is also bigger in sales and EBITDA than
Ulker, while having comparable leverage.

Ulker is rated higher than Sigma Holdco BV (B/Stable), the world's
largest plant-based spread producer. Ulker is smaller in scale,
less geographically diversified and generates lower EBITDA margins,
but has significantly lower leverage than Sigma.

No parent-subsidiary linkage or operating environment aspects
affect Ulker's rating. Fitch would consider linking Ulker's rating
to Yildiz's credit profile if the current ring-fencing weakens.

KEY ASSUMPTIONS

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

- US dollar to Turkish lira at 38 at end-2024 and 41 at end-2025

- Double-digit organic revenue growth in Turkiye, driven by high
inflation in the country, and mid-to-high single-digit organic
sales growth in international markets with reported revenue
benefiting from positive FX impact

- EBITDA margin declining to 18.3% in 2024 (2023: 18.8%) and
further to 17.4% in 2025, driven by cocoa price inflation, before
recovering toward 19.2% in 2027

- No further investments in financial assets or loans to related
parties

- Capex at around 2.7 % of revenue over 2024-2027

- No common dividends

- No M&As

RECOVERY ANALYSIS

Average Recovery for Senior Unsecured Notes: In its recovery
analysis, Fitch follows the generic approach applicable to 'BB'
category issuers, leading to the senior unsecured notes being rated
in line with the IDR at 'BB-' with 'RR4'.

RATING SENSITIVITIES

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

- Upgrade of Turkiye's Country Ceiling in combination with

- EBITDA net leverage remaining below 3.5x, supported by healthy
operating performance and a consistent financial and
cash-management policy

- Stable market shares in Turkiye or internationally translating
into resilient operating margins

- Consistently positive FCF

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

- Downgrade of Turkiye's Country Ceiling to below 'B+'

- Deteriorated liquidity position with an inability to repay or
refinance debt maturing in 2026 on a timely basis

- EBITDA net leverage above 4.5x due to M&As, investments in
high-risk securities or related-party transactions leading to
significant cash leakage outside Ulker's scope of consolidation

- Increased competition or consumers trading down that erode
Ulker's share in key markets and leading to deteriorating operating
margins

- Neutral to negative FCF on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At end-2023, Ulker had TRY11.6 billion of
cash relative to TRY5.5 billion of short-term debt. Fitch expects
its short-term liquidity to further strengthen after the
refinancing of its USD600 million Eurobond due in October 2025.
Post-refinancing, the next material debt maturity will include
approximately USD417 million syndication loans due in 2026
(including an EUR75 million loan from IFC in April 2024), which
Fitch assumes will be refinanced in advance.

ESG CONSIDERATIONS

Ulker has an ESG Relevance Score of '4' for Group Structure due to
the complexity of the structure of its parent company, Yildiz, and
material related-party transactions. 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.

DATE OF RELEVANT COMMITTEE

21 June 2024

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.

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Ulker Biskuvi
Sanayi A.S.

   senior unsecured    LT BB-  New Rating   RR4      BB-(EXP)


ULKER BISKUVI: S&P Rates US$550MM Senior Unsecured Notes 'BB'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB' issue rating to the US$550
million senior unsecured notes issued by Turkish confectionary
manufacturer Ulker Biskuvi Sanayi A.S. (Ulker). The notes have a
fixed rate at 7.875% and mature in July 2031.

Concurrently, Ulker announced on June 27, 2024, a tender offer for
any and all of its outstanding US$600 million notes maturing in
October 2025. The tender offer consideration is set at 101.5%. The
offer expires on July 8 and supports Ulker's strategy to reduce
refinancing risks in 2025.

Ulker will use the new sustainability-linked notes to purchase any
and all of its outstanding US$600 million notes, to pay fees and
expenses, and for general corporate purposes.

S&P said, "Our base-case assumptions for Ulker are unaffected by
the new issuance. We continue to expect S&P Global Ratings-adjusted
leverage to land comfortably around 1.0x following the transaction,
with EBITDA interest coverage of 3.5x-4.5x in 2024, considering the
higher fixed interest rate on the new notes. For more information,
see : "Turkish Confectionary Manufacturer Ulker Biskuvi Upgraded To
'BB' On Profitable Business Expansion; Outlook Stable," published
June 27, 2024.

"The issuance and concurrent tender offer also do not affect
Ulker's current insulation from our simulated sovereign stress
test, including our transfer and convertibility assessment, on
Turkiye. This is notably due to Ulker's solid balance sheet and
presence outside Turkiye, which allows us to rate it above the
unsolicited 'B+' sovereign foreign currency rating on Turkiye."




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

AMSCAN HOLDCO: Administrators Tapped for Party Supplier
-------------------------------------------------------
Amscan Holdco Limited was placed in administration proceedings in
the High Court of Justice, Business and Property Courts in Leeds
Insolvency and Companies List (ChD), Court Number:
CR-2024-LDS-000632, and Interpath Advisory was appointed as
administrators on July 10, 2024.

Amscan Holdco Limited is engaged in non-specialized wholesale
trade.  Amscan International is a designer, manufacturer and
distributor of wholesale party products & supplies, including
balloons, fancy dress & face paint.

Amscan Holdco's registered office and principal trading address is
c/o Amscan International Brudenell Drive, Brinklow, Milton Keynes,
MK10 0DA.

The Joint Administrators may be reached at:

     James Richard Clark
     Interpath Advisory
     Interpath Ltd, 4th Floor
     Tailors Corner, Thirsk Row
     Leeds, LS1 4DP

          - and -

     Ryan Grant
     Interpath Advisory
     Interpath Ltd, 2nd Floor
     45 Church Street
    Birmingham, B3 2RT

For further details, contact:

     Megan ORourke
     Tel: 0161 529 9001


BROAD LANE LEISURE: FRP Appointed as Administrators
---------------------------------------------------
Broad Lane Leisure Limited was placed in administration proceedings
in the High Court of Justice, Business and Property Courts in
Birmingham, Insolvency and Companies List (ChD), Court Number:
CR-2024-BHM-000411, and FRP Advisory Trading Limited was appointed
as administrators on July 9, 2024.

Broad Lane Leisure Limited sells caravans and motorhomes.  Its
registered office and principal trading address is at Birmingham
Road, Kings Coughton, Alcester, B49 5QD to be changed to FRP
Advisory Trading Limited, 2nd Floor, 120 Colmore Row, Birmingham,
B3 3BD.

The Administrators may be reached at:

     Benjamin Jones
     Rajnesh Mittal
     FRP Advisory Trading Limited
     2nd Floor, 120 Colmore Row
     Birmingham, B3 3BD
     Tel: 0121 710 1680

Alternative contact:

     Karen Webb
     E-mail: karen.webb@frpadvisory.com


EMF-UK 2008-1: Fitch Affirms CCC Rating on Class B2 Notes
---------------------------------------------------------
Fitch Ratings has affirmed EMF-UK 2008-1 Plc's notes and resolved
the Rating Watch Positive (RWP) on class A3a.

   Entity/Debt                  Rating           Prior
   -----------                  ------           -----
EMF-UK 2008-1 Plc

   Class A1a XS0352932643   LT AAAsf  Affirmed   AAAsf
   Class A2a XS1099724525   LT AAAsf  Affirmed   AAAsf
   Class A3a XS1099725415   LT A+sf   Affirmed   A+sf
   Class B1 XS0352308075    LT BBsf   Affirmed   BBsf
   Class B2 XS1099725928    LT CCCsf  Affirmed   CCCsf

TRANSACTION SUMMARY

The transaction comprises non-conforming UK mortgage loans
originated by Southern Pacific Mortgage Limited, Preferred
Mortgages Limited (formerly wholly-owned subsidiaries of Lehman
Brothers), London Mortgage Company and Alliance & Leicester Plc.

KEY RATING DRIVERS

Lack of PIR Coverage: Following the update of its Global Structured
Finance Criteria on 19 January 2024, the class A3a notes had been
placed on RWP. This tranche was previously capped at 'A+sf' due to
temporary interest shortfalls observed at higher ratings. Under its
updated criteria, Fitch can now assign ratings up to 'AA+sf' to
notes if interest deferrals are fully recovered under the document
terms. For this tranche, interest may be deferred until the note
becomes the most senior outstanding.

However, Fitch tested the availability of support to fulfil
liquidity requirements for this note and deems the transaction to
have insufficient payment interruption risk (PIR) coverage to
support an upgrade. The reserve fund can be drawn to cover interest
shortfalls and clear principal deficiency ledger. The reserve was
drawn recently due to higher fees and may be drawn to cover losses
that may materialise in the near future given the recent build-up
of late-stage arrears.

Deteriorating Asset Performance: Loans in arrears by one month or
more for the transaction have increased to about 18.7% at end-June
2024 from 14.5% at end-June 2023. Transaction prepayments are in
line with other Fitch-rated non-conforming transactions', but
performance is worsening, with an increase in borrowers moving from
early- to late-stage arrears.

Late-stage arrears, defined by loans in arrears by three months or
more, had risen to 15.4% in June 2024 from 9.3% in June 2023. Fitch
found the class B1 notes sensitive to a modelled increase in
default rates by up to 15%, leading to their rating at one notch
below their model-implied rating (MIR). The class B1 notes are also
sensitive to lower recoveries, further supporting the affirmation
below their MIR.

Decreasing Senior Fees: Fitch believes that the higher fees
observed in recent periods may have been linked to the transition
of the notes' coupon to SONIA from Libor. The fees have fallen from
their highs during the SONIA-Libor transition period but remain
slightly higher than before the transition. Fitch expects fees to
reduce further but is maintaining the Negative Outlook on the class
B1 note due to vulnerability of the rating to higher fee
assumptions if no decrease is observed in the medium term.

Increased Credit Enhancement: A temporary switch from pro-rata to
sequential has supported enhancement (CE) build-up for the notes,
supporting the rating affirmation. The sequential amortisation was
triggered by a breach of the arrears threshold of 15% for loans in
arrears by more than three months. This trigger is reversible and
amortisation may switch back to pro-rata depending on the evolution
of late-stage arrears. CE for the class A1a, A2a and A3a notes was
45.8%, 35.5% and 22.8% respectively, as at June 2024, compared with
42.4%, 32.8% and 21.0%, a year ago.

RATING SENSITIVITIES

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

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

Additionally, unanticipated declines in recoveries could also
result in lower net proceeds, which may make certain notes
susceptible to negative rating action depending on the extent of
the decline in recoveries. Fitch found that a 15% increase in the
weighted average foreclosure frequency (WAFF) and a 15% decrease in
the weighted average recovery rate (WARR) would result in a
multiple category downgrade of the class B1 notes.

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

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

Fitch found that a decrease in the WAFF of 15% and an increase in
the WARR of 15% would lead to an upgrade of up more than one rating
category for the class B1 notes.

The class A3a notes' rating is currently constrained by a lack of
PIR protection. If fees stabilise, late-stage arrears reduce and
overall performance stabilises, Fitch may deem a draw on the
reserve fund more remote and PIR risk as sufficiently mitigated. In
this case, the class A3a notes may be upgraded by up to three
notches.

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[s] and the transaction[s]. 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.

Fitch did not undertake a review of the information provided about
the underlying asset pool ahead of the transaction's [initial
closing. The subsequent performance of the transaction over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the pool
exhibiting an interest-only maturity concentration of legacy
non-conforming owner-occupied loans, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

EMF-UK 2008-1 Plc has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant proportion of the pool containing owner-occupied loans
advanced with limited affordability checks, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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


MSHA GLOBAL: Cube Hotel Operator Placed in Administration
---------------------------------------------------------
MSHA Global Investments Limited was placed in administration
proceedings in the High Court of Justice in the Business and
Property Courts in England & Wales, Court Number: CR-2024-004028,
and Quantuma Advisory Limited was appointed as administrators on
July 9, 2024.

MSHA Global Investments Limited is the operator of The Cube Hotel.
It buys and sells own real estate.  Its registered office is at 2nd
Floor Kirkland House, 11-15 Peterborough Road, Harrow, Middlesex,
HA1 2AX and it is in the process of being changed to 1st Floor, 21
Station Road, Watford, Herts, WD17 1AP.  Its principal trading
address is at Level 23 & 24, The Cube, Wharfside St, Birmingham, B1
1RS.

The Administrators may be reached at:

     Nicholas Simmonds
     Richard Easterby
     Andrew Andronikou
     Quantuma Advisory Limited
     1st Floor, 21 Station Road
     Watford, Herts, WD17 1AP

For further details, please contact:

     Richard Sutcliffe
     Tel: 07469 311101
     E-mail: richard.sutcliffe@quantuma.com


POLICY PLATFORMS: KPMG to Lead Administration Proceedings
---------------------------------------------------------
Policy Platforms Ltd was placed in administration proceedings in
the High Court of Justice in Northern Ireland Chancery Division
(Company Insolvency), No 28742 of 2024, and KPMG was appointed as
administrators on July 4, 2024.

Policy Platforms Ltd provide information technology services.  Its
registered office is at Portview Trade Centre, 310 Newtownards
Road, Belfast, Northern Ireland, BT4 1HE.

The administrators may be reached at:

     James Neill
     John Donaldson
     KPMG
     The Soloist Building
     1 Lanyon Place
     Belfast BT1 3LP
     Tel: +44 28 9024 3377


TAURUS 2021-5 UK: S&P Hikes Rating on Class E Notes to BBsf
-----------------------------------------------------------
S&P Global Ratings raised its credit ratings on Taurus 2021-5 UK
DAC's class C, D, and E notes. At the same time, S&P affirmed its
ratings on the class A, B, and F notes.

Rating rationale

S&P said, "The rating actions follow our review of the
transaction's credit and cash flow characteristics. In our view,
the property portfolio's performance has continued to improve since
closing, when the sector was heavily affected by the COVID-19
pandemic. Our rating actions also reflect the sector's exposure to
changes in U.K. government policy regarding immigration, especially
since international students represent a core segment of demand for
U.K. student accommodation."

Transaction overview

The transaction is backed by GBP263.2 million of a GBP2.36 billion
senior loan. The senior loan includes a GBP169 million capital
expenditure (capex) facility. At closing, we assumed the capex
facility would be fully drawn. Bank of America N.A., London branch
and three other lenders originated the GBP2.36 billion senior loan
in February 2020, as part of the financing of Blackstone Inc.'s
acquisition of iQ Student Accommodation, one of the U.K.'s largest
student housing providers.

The senior loan had an initial two-year loan term along with three,
one-year extension options. All extensions have now been exercised.
The loan matures on May 15, 2025.

The senior loan is secured by 43 purpose-built student
accommodation properties, totaling about 21,000 beds, across
England and Scotland.

Portfolio performance

The portfolio's performance has steadily improved since closing in
November 2021. At the time, the pandemic was still constraining
occupancy rates for the 2021/2022 academic year. The reported
occupancy rate was 78.7% as of Sept. 24, 2021. Since Q4 2022, when
all COVID restrictions had already been lifted, occupancy has been
above 95%.

At the same time, gross rental income and net rental income have
also steadily increased, and as of Q1 2024 are up by 60% and 66%,
respectively, since Q4 2021.

Operating costs as a percentage of gross rental income have also
decreased to 22% from 25% in Q4 2021.

Credit evaluation

S&P asid, "We consider the portfolio's net cash flow (NCF) to be
GBP165.9 million on a sustainable basis. This is based on a fully
let rent of GBP226.9 million, which is an average since closing. We
then adjusted this figure by 5% for vacancies and 23% for
nonrecoverable expenses.

"We applied the same 6.0% capitalization (cap) rate against this
S&P Global Ratings NCF, resulting in a gross value of GBP2.77
billion."

S&P then deducted a total of GBP73.3 million from this value. This
included:

-- Required capex (building safety amounts as identified in the
January 2024 valuation); and

-- Credit for the undrawn capex facility.

S&P then deducted 5% purchase costs to arrive at its S&P Global
Ratings value of GBP2.56 billion, which is 7.8% higher than our
value in May 2023 and 8.5% higher than our value at closing. It
represents a 26.2% haircut to the January 2024 market value of
GBP3.46 billion (excluding the portfolio premium)."

  Table 1

  Loan and collateral summary
                                      REVIEW AS      REVIEW AS
                                      OF MAY 2023    OF JULY 2024
  
  Data as of                            Q4 2022        Q1 2024

  Total term loan balance (bil. GBP)       2.19           2.19

  Total capex facility including
  undrawn (mil. GBP)                      169.0          169.0

  Total senior loan balance (bil. GBP)     2.36           2.36

  Senior loan-to-value ratio (%)*          67.8           68.2

  Total gross rental income (mil. GBP)    210.2          245.7

  Vacancy rate last quarter (%)             4.6            3.8

  Net operating income (mil. GBP)         161.3          191.2

  As-is market value (bil. GBP)            3.48           3.46

  Date of market value             October 2022   January 2024

*Based on as-is market value.

  Table 2

  S&P Global Ratings' key assumptions
                                      REVIEW AS      REVIEW AS
                                      OF MAY 2023    OF JULY 2024

  S&P Global Ratings fully
  let rent (mil. GBP)                     207.8          226.9

  S&P Global Ratings vacancy (%)            6.0            5.0

  S&P Global Ratings expenses (%)          23.0           23.0

  S&P Global Ratings
  net cash flow (mil. GBP)                150.6          165.9

  Deduction for required capex less
  undrawn capex facility (mil. GBP)       (34.1)         (73.3)

  Purchase costs (%)                        5.0            5.0

  S&P Global Ratings value (bil. GBP)      2.37           2.56

  S&P Global Ratings cap rate (%)           6.0            6.0

  Haircut to as-is market value (%)        31.9           26.2

  S&P Global Ratings loan-to-value ratio
  (before recovery rate adjustments; %)    99.6           92.2

Other analytical considerations

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

As of the May 2024 interest payment date, the available liquidity
facility was GBP8.0 million and there had been no liquidity
drawings. In addition, an issuer reserve which had a day 1 balance
of GBP100,000 is currently at GBP54,094.

The class F notes have had periodic interest shortfalls since
closing, which were repaid in subsequent quarters. The liquidity
facility is not available to the class F notes. The shortfalls
relate to two issues. Firstly, certain issuer fees were invoiced
incorrectly and put through the transaction waterfall. This has now
been corrected by the cash manager. Secondly, there is basis risk
in the transaction, given the loan and note calculation dates are
not co-terminus.

S&P's assessment of the transaction's legal, regulatory,
operational, administrative, and counterparty risks remains
unchanged since closing and is commensurate with the ratings
assigned.

Rating actions

S&P said, "Our ratings address the timely payment of interest,
payable quarterly, and the payment of principal no later than the
legal final maturity date of May 2031.

"In our view, the property portfolio's performance has continued to
improve since closing, when the sector was heavily, but
temporarily, affected by the pandemic. As a result, we increased
our S&P value by 7.8% from our last review in May 2023. Therefore,
our S&P Global Ratings loan-to-value (LTV) ratio has improved to
92.2%, compared to 99.6% in May 2023.

"For the class A and B notes, we affirmed our 'AAA (sf)' and 'AA-
(sf)' ratings. For the class C, D, and E notes, we raised our
rating to 'A+ (sf)', 'BBB+ (sf)', and 'BB (sf)'.

"Our ratings on the class B, C, D, and E notes could be one notch
higher under our credit model output because of the lower S&P LTV.
However, in line with our European CMBS criteria, we notched down
by one notch, considering the transaction's exposure to changes in
U.K. government policy regarding immigration, especially since
international students represent a core segment of demand for U.K.
student accommodation.

"We affirmed our 'B- (sf)' rating on the class F notes, even though
they do not pass our 'B' rating level stresses. In our view, the
repayment of interest and principal on this class does not rely on
favorable economic and financial conditions."

Taurus 2021-5 UK is a CMBS transaction secured by 43 purpose-built
student accommodation properties located in England and Scotland.
The transaction closed in November 2021.


THAMES WATER: S&P Puts 'BB' Rating on Cl. B Debts on Watch Neg.
---------------------------------------------------------------
S&P Global Ratings puts the 'BBB-' rating on Thames Water Utilities
Finance PLC's (Thames Water) class A debt and its 'BB' rating on
the class B debt at greater risk of a downgrade.

S&P is therefore placing its ratings on Thames Water's class A and
class B debt on CreditWatch with negative implications pending
further discussion with the company on remedy measures after the
regulator's draft determination is published on July 11, 2024.

S&P said, "The negative CreditWatch reflects our belief that Thames
Water might not be able to maintain adequate liquidity. Thames
Water announced on July 9 that its liquidity needs were covered
until May 2025. This is less than the liquidity coverage that our
current base case assumes. Our current rating base case includes
Thames Water maintaining a liquidity sources-to-uses coverage ratio
of at least 1.1x on a 12-month forward-looking basis and manageable
debt maturities in the year thereafter."

On July 9, Thames Water Utilities Finance PLC (Thames Water)
announced its liquidity needs were covered until May 2025, but at
below the liquidity coverage of 1.1x for the next 12 months under
our current base case.

Thames Water's liquidity is under extra strain because of the
company's large capital investment program, which includes roughly
GBP1.5 billion of overspend during the current regulatory period.
This more than offsets free operating cash flow and limits the
prospects for de-leveraging.

This said, the company's current liquidity calculation excludes
GBP550 million of undrawn debt service reserve and operation and
maintenance reserve liquidity facilities, which can only be drawn
in limited circumstances.

To mitigate the liquidity risk, the company has stated that it was
managing working capital and cash flows and pursuing equity and
debt capital solutions. S&P expects the Ofwat's draft
determination, due on July 11, 2024, to provide additional
clarification to the group's management and shareholders in the
elaboration of its financing strategy.

Higher forecast gearing has led to Thames Water entering a trigger
event. The company also announced that it was anticipating a
trigger event in its financial covenants for fiscal 2025 following
the decision by the shareholders not to provide GBP500 million of
equity funding in March 2024. The trigger event is a feature of the
company's structurally enhanced debt structure. It places
restrictions on the company's ability to incur additional debt
without consent from secured creditors, other than utilization of
existing committed facilities, pay dividends (which is already the
case), and make payments to associated companies. It requires
Thames Water to prepare a remedial plan for its lenders.

S&P said, "The negative CreditWatch placement signifies that we
could lower the ratings in the coming weeks if we believe that
Thames Water's liquidity will fall to less than adequate, meaning
that sources will not cover uses by at least 1.1x over the next 12
months. We could also take a negative rating action if the
regulator's draft determination indicates a lack of constructive
engagement between Ofwat and Thames Water.

"The number of notches between the ratings on the class A and
subordinated (class B) debt could increase if we believed that the
gap between the likelihood of a default on the latter and that on
the former had increased.

"We could affirm the ratings if we believe that the draft
determination provides enough reassurance on the upcoming operating
period and the liquidity position remains adequate."


UMBRELLA CONTRACTS: Begbies Traynor Appointed as Administrators
---------------------------------------------------------------
Umbrella Contracts Limited was placed in administration proceedings
and Begbies Traynor (Central) LLP was named as administrators on
July 3, 2024.

Umbrella Contracts Limited provides management consultancy
services.  Its registered office and principal trading address is
at Kintail House, Beechwood Park, Inverness, IV2 3BW.

The administrators may be reached at:

     Kenneth Robert Craig
     Begbies Traynor (Central) LLP
     2 Bothwell Street
     Glasgow G2 6LU
     Tel: 0141 222 2230
     E-mail: glasgow@btguk.com

Alternative contact:

     Tania Wilson
     E-mail: tania.wilson@btguk.com




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X X X X X X X X
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[*] BOND PRICING: For the Week July 8 to July 12, 2024
------------------------------------------------------
Issuer                    Coupon  Maturity Currency  Price
------                    ------  -------- --------  -----
Altice France Holding S   10.500  5/15/2027  USD    38.132
Codere Finance 2 Luxemb   11.000  9/30/2026  EUR    46.401
Codere Finance 2 Luxemb   12.750 11/30/2027  EUR     0.503
Oscar Properties Holdin   11.270   7/5/2024  SEK     0.325
Solis Bond Co DAC         10.199  7/31/2024  EUR    50.000
Solocal Group             10.719  3/15/2025  EUR    20.976
Fastator AB               12.500  9/26/2025  SEK    34.641
Fastator AB               12.500  9/25/2026  SEK    33.688
Codere Finance 2 Luxemb   13.625 11/30/2027  USD     1.002
Turkiye Government Bond   10.400 10/13/2032  TRY    49.000
Ilija Batljan Invest AB   10.470             SEK     5.000
Bilt Paper BV             10.360             USD     0.571
Tinkoff Bank JSC Via TC   11.002             USD    42.977
Kvalitena AB publ         10.067   4/2/2024  SEK    45.000
Codere Finance 2 Luxemb   13.625 11/30/2027  USD     1.002
IOG Plc                   13.217  9/20/2024  EUR     7.832
UkrLandFarming PLC        10.875  3/26/2018  USD     3.948
R-Logitech Finance SA     10.250  9/26/2027  EUR    15.039
Codere Finance 2 Luxemb   11.000  9/30/2026  EUR    46.401
Fastator AB               12.500  9/24/2027  SEK    34.750
Saderea DAC               12.500 11/30/2026  USD    49.136
Immigon Portfolioabbau    10.055             EUR     4.495
Marginalen Bank Bankakt   12.695             SEK    45.000
Plusplus Capital Financ   11.000  7/29/2026  EUR    10.534
Bakkegruppen AS           11.720   2/3/2025  NOK    45.362
Sidetur Finance BV        10.000  4/20/2016  USD     0.305
Solocal Group             10.719  3/15/2025  EUR     9.346
Transcapitalbank JSC Vi   10.000             USD     1.450
Altice France Holding S   10.500  5/15/2027  USD    38.464
Avangardco Investments    10.000 10/29/2018  USD     0.108
Societe Generale SA       25.260 10/30/2025  USD     9.200
Virgolino de Oliveira F   10.500  1/28/2018  USD     0.010
Virgolino de Oliveira F   11.750   2/9/2022  USD     0.554
Privatbank CJSC Via UK    10.250  1/23/2018  USD     3.738
Societe Generale SA       27.300 10/20/2025  USD     7.720
KPNQwest NV               10.000  3/15/2012  EUR     0.769
Societe Generale SA       11.000  7/14/2026  USD    13.000
Bilt Paper BV             10.360             USD     0.571
Virgolino de Oliveira F   10.500  1/28/2018  USD     0.010
Solarnative GmbH          12.250   4/5/2029  EUR    19.220
Privatbank CJSC Via UK    10.875  2/28/2018  USD     4.707
Codere Finance 2 Luxemb   12.750 11/30/2027  EUR     0.503
Privatbank CJSC Via UK    11.000   2/9/2021  USD     0.714
Societe Generale SA       20.000  7/21/2026  USD     3.400
Virgolino de Oliveira F   10.875  1/13/2020  USD    36.000
Nordea Bank Abp           10.500  1/20/2028  SEK    68.000
Bulgaria Steel Finance    12.000   5/4/2013  EUR     0.216
Phosphorus Holdco PLC     10.000   4/1/2019  GBP     1.413
UBS AG                    10.000  7/29/2025  USD    34.160
Ukraine Government Bond   11.000  4/24/2037  UAH    37.495
Virgolino de Oliveira F   10.875  1/13/2020  USD    36.000
Societe Generale SA       15.000  9/29/2025  USD     8.400
Societe Generale SA       20.000  1/29/2026  USD     9.800
Ukraine Government Bond   11.000   4/8/2037  UAH    34.856
Goldman Sachs Internati   16.288  3/17/2027  USD    25.920
Deutsche Bank AG/London   12.780  3/16/2028  TRY    47.510
Ukraine Government Bond   11.000  3/24/2037  UAH    34.840
UBS AG/London             16.500  7/22/2024  CHF     6.960
Nordea Bank Abp           10.800  7/20/2028  SEK    67.260
Societe Generale SA       20.000  9/18/2026  USD    12.090
Societe Generale SA       18.000  8/30/2024  USD    19.400
Tonon Luxembourg SA       12.500  5/14/2024  USD     2.215
NTRP Via Interpipe Ltd    10.250   8/2/2017  USD     1.019
Ukraine Government Bond   11.000  4/23/2037  UAH    34.876
Ukraine Government Bond   11.000   4/1/2037  UAH    34.848
Ukraine Government Bond   11.000  2/16/2037  UAH    34.825
Societe Generale SA       14.000   8/8/2024  USD    38.803
Societe Generale SA       15.110 10/31/2024  USD    21.500
Societe Generale SA       16.000   8/1/2024  USD    12.500
Societe Generale SA       16.000   8/1/2024  USD    23.300
Societe Generale SA       15.000   8/1/2024  USD    19.400
Societe Generale SA       20.000 11/28/2025  USD     4.500
UBS AG/London             28.000  9/23/2024  USD     2.360
UBS AG/London             17.500   2/7/2025  USD    14.420
Societe Generale SA       20.000 12/18/2025  USD    21.900
Zurcher Kantonalbank Fi   22.000   8/6/2024  USD    41.270
Landesbank Baden-Wuertt   14.000  6/27/2025  EUR    47.560
Bank Vontobel AG          29.000  9/10/2024  USD    36.700
Societe Generale SA       18.000  8/30/2024  USD    33.800
Societe Generale SA       16.000  8/30/2024  USD    21.000
UBS AG/London             15.750  7/25/2024  EUR    47.400
Corner Banca SA           18.500  9/23/2024  CHF     8.150
Societe Generale SA       21.000 12/26/2025  USD    28.870
Citigroup Global Market   25.530  2/18/2025  EUR     0.040
Sidetur Finance BV        10.000  4/20/2016  USD     0.305
Tonon Luxembourg SA       12.500  5/14/2024  USD     2.215
Virgolino de Oliveira F   11.750   2/9/2022  USD     0.554
Tailwind Energy Chinook   12.500  9/27/2019  USD     1.500
UkrLandFarming PLC        10.875  3/26/2018  USD     3.948
UniCredit Bank GmbH       10.500  9/23/2024  EUR    25.590
Finca Uco Cjsc            12.000  2/10/2025  AMD     0.000
UniCredit Bank GmbH       10.700  2/17/2025  EUR    29.290
EFG International Finan   10.300  8/23/2024  USD    13.810
Swissquote Bank SA        15.740 10/31/2024  CHF    22.700
Bank Vontobel AG          14.000   3/5/2025  CHF    31.100
UniCredit Bank GmbH       13.900 11/22/2024  EUR    35.360
UniCredit Bank GmbH       14.300  8/23/2024  EUR    32.160
UniCredit Bank GmbH       13.500  2/28/2025  EUR    38.430
UBS AG/London             10.000  3/23/2026  USD    24.110
Raiffeisen Schweiz Geno   20.000  9/25/2024  CHF    26.880
Landesbank Baden-Wuertt   15.500  9/27/2024  EUR    37.470
Landesbank Baden-Wuertt   11.500  9/27/2024  EUR    47.340
Leonteq Securities AG/G   22.000   8/7/2024  CHF    27.460
Landesbank Baden-Wuertt   18.000 11/22/2024  EUR    40.200
HSBC Trinkaus & Burkhar   19.600 12/30/2024  EUR    47.940
UniCredit Bank GmbH       18.000 12/31/2024  EUR    26.510
UniCredit Bank GmbH       18.800 12/31/2024  EUR    26.280
Raiffeisen Schweiz Geno   20.000  9/25/2024  CHF    22.380
UniCredit Bank GmbH       17.200 12/31/2024  EUR    26.770
Ameriabank CJSC           10.000  2/20/2025  AMD     9.250
UniCredit Bank GmbH       19.600 12/31/2024  EUR    26.090
UBS AG/London             13.000  9/30/2024  CHF    17.360
UniCredit Bank GmbH       10.700   2/3/2025  EUR    29.080
Leonteq Securities AG     24.000  1/16/2025  CHF    48.800
Vontobel Financial Prod   16.500 12/31/2024  EUR    48.200
Vontobel Financial Prod   18.500 12/31/2024  EUR    47.290
Vontobel Financial Prod   20.250 12/31/2024  EUR    46.420
Societe Generale SA       14.300  8/22/2024  USD    11.000
Inecobank CJSC            10.000  4/28/2025  AMD     0.000
Landesbank Baden-Wuertt   14.000  1/24/2025  EUR    42.150
Landesbank Baden-Wuertt   15.000  2/28/2025  EUR    48.110
Landesbank Baden-Wuertt   19.000  2/28/2025  EUR    45.290
Societe Generale SA       11.750  9/18/2024  USD    48.700
UniCredit Bank GmbH       10.300  9/27/2024  EUR    26.100
Societe Generale SA       20.000  10/3/2024  USD    32.000
Landesbank Baden-Wuertt   19.000   1/3/2025  EUR    40.270
Landesbank Baden-Wuertt   23.000  9/27/2024  EUR    43.390
Landesbank Baden-Wuertt   19.000  6/27/2025  EUR    43.860
Landesbank Baden-Wuertt   27.000  9/27/2024  EUR    45.440
Landesbank Baden-Wuertt   21.000  6/27/2025  EUR    43.110
Societe Generale SA       15.000 10/31/2024  USD    28.575
Landesbank Baden-Wuertt   18.000  9/27/2024  EUR    48.360
Landesbank Baden-Wuertt   21.000  9/27/2024  EUR    45.800
Landesbank Baden-Wuertt   21.000   1/3/2025  EUR    48.280
Landesbank Baden-Wuertt   16.000   1/3/2025  EUR    43.250
Landesbank Baden-Wuertt   22.000   1/3/2025  EUR    38.170
Landesbank Baden-Wuertt   25.000   1/3/2025  EUR    36.720
Landesbank Baden-Wuertt   14.000  6/27/2025  EUR    46.410
Landesbank Baden-Wuertt   16.000  6/27/2025  EUR    44.290
Societe Generale SA       22.750 10/17/2024  USD    20.610
Landesbank Baden-Wuertt   10.500   1/2/2026  EUR    48.110
UniCredit Bank GmbH       16.550  8/18/2025  USD    26.410
UniCredit Bank GmbH       13.500 12/31/2024  EUR    46.800
Erste Group Bank AG       14.500  5/31/2026  EUR    45.450
UniCredit Bank GmbH       13.500  9/27/2024  EUR    44.150
UniCredit Bank GmbH       14.900  9/27/2024  EUR    41.700
Landesbank Baden-Wuertt   10.000 10/25/2024  EUR    32.060
Landesbank Baden-Wuertt   11.500 10/25/2024  EUR    28.920
Landesbank Baden-Wuertt   16.000 11/22/2024  EUR    43.900
Zurcher Kantonalbank Fi   24.000 11/22/2024  EUR    39.490
DZ Bank AG Deutsche Zen   15.500 12/31/2024  EUR    45.480
UniCredit Bank GmbH       13.700  9/27/2024  EUR    48.140
UBS AG/London             14.250  8/19/2024  CHF    31.350
Leonteq Securities AG     24.000   1/9/2025  CHF    34.880
DZ Bank AG Deutsche Zen   13.100  9/27/2024  EUR    47.000
UniCredit Bank GmbH       18.100   9/5/2024  EUR    41.110
Bank Vontobel AG          20.500  11/4/2024  CHF    42.400
Leonteq Securities AG/G   24.000  8/14/2024  CHF    32.630
Leonteq Securities AG/G   22.000  8/14/2024  CHF    18.590
Leonteq Securities AG/G   21.000  8/14/2024  CHF    41.100
UniCredit Bank GmbH       18.600 12/31/2024  EUR    35.650
UniCredit Bank GmbH       19.500 12/31/2024  EUR    34.810
Vontobel Financial Prod   20.000  9/27/2024  EUR    48.430
HSBC Trinkaus & Burkhar   17.600  9/27/2024  EUR    27.540
HSBC Trinkaus & Burkhar   15.100 12/30/2024  EUR    31.610
HSBC Trinkaus & Burkhar   12.500 12/30/2024  EUR    34.200
HSBC Trinkaus & Burkhar   10.800 12/30/2024  EUR    36.610
HSBC Trinkaus & Burkhar   17.800  9/27/2024  EUR    35.600
HSBC Trinkaus & Burkhar   11.800  9/27/2024  EUR    42.470
HSBC Trinkaus & Burkhar   16.100 12/30/2024  EUR    38.890
HSBC Trinkaus & Burkhar   11.100 12/30/2024  EUR    44.750
HSBC Trinkaus & Burkhar   15.900  3/28/2025  EUR    40.990
HSBC Trinkaus & Burkhar   15.000  3/28/2025  EUR    41.750
HSBC Trinkaus & Burkhar   13.300  6/27/2025  EUR    44.920
HSBC Trinkaus & Burkhar   11.300  6/27/2025  EUR    47.380
HSBC Trinkaus & Burkhar   17.700  7/26/2024  EUR    34.220
HSBC Trinkaus & Burkhar   13.800  7/26/2024  EUR    38.540
HSBC Trinkaus & Burkhar   17.100  8/23/2024  EUR    35.440
HSBC Trinkaus & Burkhar   13.500  8/23/2024  EUR    39.500
HSBC Trinkaus & Burkhar   10.800  8/23/2024  EUR    43.700
HSBC Trinkaus & Burkhar   12.800 10/25/2024  EUR    41.430
HSBC Trinkaus & Burkhar   10.400 10/25/2024  EUR    45.240
HSBC Trinkaus & Burkhar   15.600 11/22/2024  EUR    38.820
HSBC Trinkaus & Burkhar   12.600 11/22/2024  EUR    42.200
HSBC Trinkaus & Burkhar   10.300 11/22/2024  EUR    45.860
Landesbank Baden-Wuertt   18.000   1/3/2025  EUR    37.990
UniCredit Bank GmbH       18.800  7/25/2024  EUR    32.170
Bank Vontobel AG          15.500 11/18/2024  CHF    44.900
Leonteq Securities AG     20.000  8/28/2024  CHF     8.090
UniCredit Bank GmbH       15.000  8/23/2024  EUR    30.710
UniCredit Bank GmbH       14.700 11/22/2024  EUR    34.110
UniCredit Bank GmbH       13.800  8/23/2024  EUR    46.700
UniCredit Bank GmbH       14.200 11/22/2024  EUR    47.950
Vontobel Financial Prod   18.000  9/27/2024  EUR    22.140
UniCredit Bank GmbH       19.300 12/31/2024  EUR    31.750
Leonteq Securities AG/G   23.290  8/29/2024  CHF    49.980
BNP Paribas Emissions-    16.000 12/30/2024  EUR    48.370
BNP Paribas Emissions-    17.000 12/30/2024  EUR    47.030
Swissquote Bank SA        27.050  7/31/2024  CHF    47.430
Leonteq Securities AG     20.000  9/18/2024  CHF    25.610
UniCredit Bank GmbH       18.800 12/31/2024  EUR    28.810
HSBC Trinkaus & Burkhar   22.250  6/27/2025  EUR    41.660
HSBC Trinkaus & Burkhar   11.250  6/27/2025  EUR    35.900
HSBC Trinkaus & Burkhar   15.500  6/27/2025  EUR    32.890
Vontobel Financial Prod   10.000  9/27/2024  EUR    46.970
BNP Paribas Issuance BV   19.000  9/18/2026  EUR     0.980
Leonteq Securities AG     23.000 12/27/2024  CHF    28.790
BNP Paribas Issuance BV   20.000  9/18/2026  EUR    32.600
Landesbank Baden-Wuertt   18.500  9/27/2024  EUR    47.340
HSBC Trinkaus & Burkhar   17.500 12/30/2024  EUR    28.240
HSBC Trinkaus & Burkhar   18.750  9/27/2024  EUR    24.330
UniCredit Bank GmbH       19.700 12/31/2024  EUR    28.500
Leonteq Securities AG/G   26.000  7/31/2024  CHF    34.940
Swissquote Bank SA        16.380  7/31/2024  CHF     7.110
Armenian Economy Develo   10.500   5/4/2025  AMD     0.000
Evocabank CJSC            11.000  9/28/2024  AMD     0.000
HSBC Trinkaus & Burkhar   11.100  7/26/2024  EUR    45.600
HSBC Trinkaus & Burkhar   16.200  8/23/2024  EUR    37.860
HSBC Trinkaus & Burkhar   10.900  8/23/2024  EUR    46.370
HSBC Trinkaus & Burkhar   18.100 12/30/2024  EUR    41.260
Leonteq Securities AG/G   22.000  10/2/2024  CHF    49.320
Leonteq Securities AG/G   11.000   1/9/2025  CHF    41.250
UniCredit Bank GmbH       13.800  9/27/2024  EUR    30.480
UniCredit Bank GmbH       15.800  9/27/2024  EUR    28.220
UniCredit Bank GmbH       18.000  9/27/2024  EUR    26.670
UniCredit Bank GmbH       16.100 12/31/2024  EUR    42.900
UniCredit Bank GmbH       18.000 12/31/2024  EUR    39.860
UniCredit Bank GmbH       19.800 12/31/2024  EUR    37.510
HSBC Trinkaus & Burkhar   14.300  9/27/2024  EUR    40.830
HSBC Trinkaus & Burkhar   11.900  9/27/2024  EUR    44.840
HSBC Trinkaus & Burkhar   15.200 12/30/2024  EUR    40.840
HSBC Trinkaus & Burkhar   11.100 12/30/2024  EUR    47.050
HSBC Trinkaus & Burkhar   13.400  3/28/2025  EUR    44.590
HSBC Trinkaus & Burkhar   12.400  9/27/2024  EUR    44.840
HSBC Trinkaus & Burkhar   13.800  7/26/2024  EUR    40.650
HSBC Trinkaus & Burkhar   15.700 12/30/2024  EUR    45.080
DZ Bank AG Deutsche Zen   14.400  9/27/2024  EUR    49.870
DZ Bank AG Deutsche Zen   17.800  9/27/2024  EUR    43.680
DZ Bank AG Deutsche Zen   17.900  9/27/2024  EUR    49.270
Basler Kantonalbank       22.000   9/6/2024  CHF    44.990
Vontobel Financial Prod   18.500  9/27/2024  EUR    49.720
Vontobel Financial Prod   20.500  9/27/2024  EUR    48.430
Leonteq Securities AG     25.000 12/11/2024  CHF    50.270
Swissquote Bank SA        24.040  9/11/2024  CHF    45.130
Leonteq Securities AG/G   22.000  9/11/2024  CHF    44.120
Leonteq Securities AG     18.000  9/11/2024  CHF     9.680
Raiffeisen Schweiz Geno   20.000  9/11/2024  CHF    44.180
UniCredit Bank GmbH       14.800  9/27/2024  EUR    29.160
UniCredit Bank GmbH       16.900  9/27/2024  EUR    27.400
UniCredit Bank GmbH       19.100  9/27/2024  EUR    26.010
Landesbank Baden-Wuertt   11.000  3/28/2025  EUR    43.220
Landesbank Baden-Wuertt   15.000  3/28/2025  EUR    37.880
UniCredit Bank GmbH       15.200 12/31/2024  EUR    44.800
UniCredit Bank GmbH       18.900 12/31/2024  EUR    38.600
HSBC Trinkaus & Burkhar   16.800  9/27/2024  EUR    37.690
Landesbank Baden-Wuertt   13.000  3/28/2025  EUR    40.080
Bank Vontobel AG          13.500   1/8/2025  CHF    11.400
HSBC Trinkaus & Burkhar   17.500  6/27/2025  EUR    44.890
Vontobel Financial Prod   13.250  9/27/2024  EUR    43.520
Landesbank Baden-Wuertt   17.000  9/27/2024  EUR    49.800
Bank Vontobel AG          10.000   9/2/2024  EUR    46.400
Basler Kantonalbank       12.000   9/9/2024  EUR    50.290
Societe Generale SA       15.000  8/30/2024  USD    18.000
Citigroup Global Market   14.650  7/22/2024  HKD    38.110
Leonteq Securities AG/G   20.000   8/7/2024  CHF     8.410
Raiffeisen Schweiz Geno   20.000   8/7/2024  CHF    36.420
UniCredit Bank GmbH       18.500 12/31/2024  EUR    33.370
Leonteq Securities AG/G   30.000   8/7/2024  CHF    36.760
UniCredit Bank GmbH       19.300 12/31/2024  EUR    32.680
UniCredit Bank GmbH       17.000 12/31/2024  EUR    41.250
HSBC Trinkaus & Burkhar   16.300 12/30/2024  EUR    39.770
HSBC Trinkaus & Burkhar   13.100 12/30/2024  EUR    43.520
HSBC Trinkaus & Burkhar   11.600  3/28/2025  EUR    47.300
HSBC Trinkaus & Burkhar   13.500  8/23/2024  EUR    41.610
Leonteq Securities AG     21.000   1/3/2025  CHF    33.510
DZ Bank AG Deutsche Zen   10.750 12/27/2024  EUR    47.720
Leonteq Securities AG     24.000  8/28/2024  CHF    50.550
Swissquote Bank SA        23.200  8/28/2024  CHF    48.180
Leonteq Securities AG/G   22.000  8/28/2024  CHF    44.580
UBS AG/London             21.600   8/2/2027  SEK    27.710
HSBC Trinkaus & Burkhar   17.300  9/27/2024  EUR    29.670
HSBC Trinkaus & Burkhar   14.800 12/30/2024  EUR    33.830
HSBC Trinkaus & Burkhar   13.400 12/30/2024  EUR    35.310
HSBC Trinkaus & Burkhar   11.200 12/30/2024  EUR    38.620
HSBC Trinkaus & Burkhar   18.000  9/27/2024  EUR    36.370
HSBC Trinkaus & Burkhar   15.400  9/27/2024  EUR    39.150
HSBC Trinkaus & Burkhar   12.100  9/27/2024  EUR    43.670
HSBC Trinkaus & Burkhar   14.100 12/30/2024  EUR    42.090
HSBC Trinkaus & Burkhar   11.400 12/30/2024  EUR    46.000
HSBC Trinkaus & Burkhar   16.000  3/28/2025  EUR    41.710
HSBC Trinkaus & Burkhar   15.100  3/28/2025  EUR    42.520
HSBC Trinkaus & Burkhar   11.000  3/28/2025  EUR    48.020
HSBC Trinkaus & Burkhar   13.400  6/27/2025  EUR    45.370
HSBC Trinkaus & Burkhar   11.500  6/27/2025  EUR    48.520
HSBC Trinkaus & Burkhar   17.500  9/27/2024  EUR    44.690
HSBC Trinkaus & Burkhar   19.600 12/30/2024  EUR    33.970
HSBC Trinkaus & Burkhar   17.400 12/30/2024  EUR    35.800
HSBC Trinkaus & Burkhar   15.200 12/30/2024  EUR    38.020
HSBC Trinkaus & Burkhar   19.000  3/28/2025  EUR    34.400
HSBC Trinkaus & Burkhar   18.100  3/28/2025  EUR    34.880
HSBC Trinkaus & Burkhar   16.300  3/28/2025  EUR    35.890
HSBC Trinkaus & Burkhar   14.400  3/28/2025  EUR    37.970
HSBC Trinkaus & Burkhar   19.600 11/22/2024  EUR    36.280
HSBC Trinkaus & Burkhar   18.000  7/26/2024  EUR    35.030
HSBC Trinkaus & Burkhar   14.100  7/26/2024  EUR    39.580
HSBC Trinkaus & Burkhar   17.400  8/23/2024  EUR    36.270
HSBC Trinkaus & Burkhar   13.800  8/23/2024  EUR    40.560
HSBC Trinkaus & Burkhar   13.100 10/25/2024  EUR    42.520
HSBC Trinkaus & Burkhar   10.200 10/25/2024  EUR    47.830
HSBC Trinkaus & Burkhar   15.700 11/22/2024  EUR    39.640
HSBC Trinkaus & Burkhar   12.800 11/22/2024  EUR    43.280
HSBC Trinkaus & Burkhar   10.000 11/22/2024  EUR    48.370
Vontobel Financial Prod   13.000  9/27/2024  EUR    47.430
Vontobel Financial Prod   15.500  9/27/2024  EUR    43.830
Vontobel Financial Prod   17.000  9/27/2024  EUR    42.340
Vontobel Financial Prod   14.000  9/27/2024  EUR    45.490
Vontobel Financial Prod   18.000  9/27/2024  EUR    40.900
Vontobel Financial Prod   21.000  9/27/2024  EUR    38.540
Vontobel Financial Prod   19.500  9/27/2024  EUR    39.690
Vontobel Financial Prod   24.500  9/27/2024  EUR    41.740
DZ Bank AG Deutsche Zen   23.500  9/27/2024  EUR    43.780
Leonteq Securities AG     28.000  8/21/2024  CHF    41.970
Leonteq Securities AG     20.000  8/21/2024  CHF    35.550
Landesbank Baden-Wuertt   10.000  8/23/2024  EUR    39.950
Landesbank Baden-Wuertt   15.000  8/23/2024  EUR    30.730
Bank Vontobel AG          10.000  8/19/2024  CHF     4.500
Corner Banca SA           23.000  8/21/2024  CHF    43.090
Leonteq Securities AG     24.000  8/21/2024  CHF    45.460
Raiffeisen Switzerland    12.300  8/21/2024  CHF     7.360
Finca Uco Cjsc            13.000  5/30/2025  AMD     9.160
Leonteq Securities AG     24.000  7/17/2024  CHF    13.090
Swissquote Bank SA        26.040  7/17/2024  CHF    40.280
Raiffeisen Schweiz Geno   20.000  8/28/2024  CHF    10.010
UniCredit Bank GmbH       13.400  9/27/2024  EUR    34.970
Leonteq Securities AG/G   15.000  9/12/2024  USD     4.220
Leonteq Securities AG/G   13.000 10/21/2024  EUR    50.390
UBS AG/London             13.500  8/15/2024  CHF    43.400
Landesbank Baden-Wuertt   12.000   1/3/2025  EUR    47.010
Landesbank Baden-Wuertt   14.500 11/22/2024  EUR    46.010
HSBC Trinkaus & Burkhar   18.300  9/27/2024  EUR    34.010
HSBC Trinkaus & Burkhar   15.900  9/27/2024  EUR    37.110
HSBC Trinkaus & Burkhar   13.600  9/27/2024  EUR    41.180
Leonteq Securities AG     24.000  1/13/2025  CHF    18.210
UniCredit Bank GmbH       10.100  8/23/2024  EUR    47.930
UniCredit Bank GmbH       11.000  8/23/2024  EUR    46.080
UniCredit Bank GmbH       10.800  8/23/2024  EUR    50.070
ACBA Bank OJSC            11.000  12/1/2025  AMD     0.000
Vontobel Financial Prod   11.000 12/31/2024  EUR    47.130
UBS AG/London             19.500  7/19/2024  CHF    40.650
Bank Vontobel AG          18.000  7/19/2024  CHF    41.200
Leonteq Securities AG/G   26.000  7/24/2024  CHF    47.190
Leonteq Securities AG/G   27.000  7/24/2024  CHF     5.720
Leonteq Securities AG/G   15.000  7/24/2024  CHF     7.130
Leonteq Securities AG/G   23.000  7/24/2024  CHF    39.830
Raiffeisen Schweiz Geno   20.000  7/24/2024  CHF    41.310
Raiffeisen Schweiz Geno   16.000  7/24/2024  CHF    43.530
Bank Vontobel AG          11.000  9/10/2024  EUR    48.700
UBS AG/London             11.250  9/16/2024  EUR    47.050
Leonteq Securities AG/G   20.000  9/26/2024  USD    16.030
UniCredit Bank GmbH       15.100  9/27/2024  EUR    39.340
UniCredit Bank GmbH       16.400  9/27/2024  EUR    37.490
UBS AG/London             10.500  9/23/2024  EUR    49.350
Landesbank Baden-Wuertt   13.300  8/23/2024  EUR    43.470
EFG International Finan   11.120 12/27/2024  EUR    39.360
Bank Vontobel AG          10.500  7/29/2024  EUR    46.200
UBS AG/London             11.590   5/1/2025  USD     9.890
Leonteq Securities AG     28.000   9/5/2024  CHF    45.670
Leonteq Securities AG     24.000   9/5/2024  CHF    48.690
UniCredit Bank GmbH       14.900  8/23/2024  EUR    44.690
UniCredit Bank GmbH       14.700  8/23/2024  EUR    29.040
UniCredit Bank GmbH       14.500 11/22/2024  EUR    32.680
UniCredit Bank GmbH       13.100  2/28/2025  EUR    36.500
UniCredit Bank GmbH       13.800  2/28/2025  EUR    35.810
UniCredit Bank GmbH       14.500  2/28/2025  EUR    35.000
Leonteq Securities AG/G   25.000   9/5/2024  EUR    48.990
Leonteq Securities AG/G   24.000   9/5/2024  CHF    50.080
Leonteq Securities AG     24.000   9/4/2024  CHF    47.860
Swissquote Bank SA        27.700   9/4/2024  CHF    49.250
UniCredit Bank GmbH       19.100 12/31/2024  EUR    30.780
UniCredit Bank GmbH       20.000 12/31/2024  EUR    29.960
UniCredit Bank GmbH       13.700  9/27/2024  EUR    33.350
UniCredit Bank GmbH       14.800  9/27/2024  EUR    32.050
Raiffeisen Schweiz Geno   20.000 10/16/2024  CHF    30.060
Bank Vontobel AG          25.000  7/22/2024  USD    23.800
UBS AG/London             12.000  11/4/2024  EUR    47.450
Leonteq Securities AG/G   19.000   8/8/2024  CHF    34.080
Bank Vontobel AG          11.000  7/26/2024  USD    41.500
Landesbank Baden-Wuertt   12.000  1/24/2025  EUR    41.140
Landesbank Baden-Wuertt   15.500  1/24/2025  EUR    35.360
Armenian Economy Develo   11.000  10/3/2025  AMD     0.000
Corner Banca SA           11.500  8/13/2024  CHF    49.830
Bank Julius Baer & Co L   12.720  2/17/2025  CHF    43.950
Bank Vontobel AG          10.250   8/5/2024  EUR    49.600
Landesbank Baden-Wuertt   11.000   1/3/2025  EUR    32.480
Landesbank Baden-Wuertt   13.000   1/3/2025  EUR    30.130
UniCredit Bank GmbH       10.500   4/7/2026  EUR    47.040
ACBA Bank OJSC            11.500   3/1/2026  AMD     0.000
National Mortgage Co RC   12.000  3/30/2026  AMD     0.000
Evocabank CJSC            11.000  9/27/2025  AMD     0.000
Leonteq Securities AG/G   12.000   9/3/2024  EUR    48.940
Leonteq Securities AG     21.000 10/30/2024  CHF    47.280
Leonteq Securities AG/G   11.000 10/11/2024  CHF    48.970
Basler Kantonalbank       17.000  7/19/2024  CHF    45.440
DZ Bank AG Deutsche Zen   11.800  9/27/2024  EUR    46.490
Zurcher Kantonalbank Fi   12.000  10/4/2024  EUR    48.600
Bank Vontobel AG          10.000  11/4/2024  EUR    49.200
Landesbank Baden-Wuertt   15.000   1/3/2025  EUR    40.500
Finca Uco Cjsc            13.000 11/16/2024  AMD     0.000
UBS AG/London             20.000 11/29/2024  USD    16.770
Lehman Brothers Treasur   11.000 12/20/2017  AUD     0.100
Lehman Brothers Treasur   10.000  2/16/2009  CHF     0.100
Lehman Brothers Treasur   11.000 12/20/2017  AUD     0.100
Lehman Brothers Treasur   11.000 12/20/2017  AUD     0.100
Lehman Brothers Treasur   11.000  2/16/2009  CHF     0.100
Lehman Brothers Treasur   13.000  2/16/2009  CHF     0.100
Lehman Brothers Treasur   11.750   3/1/2010  EUR     0.100
Lehman Brothers Treasur   10.000 10/23/2008  USD     0.100
Lehman Brothers Treasur   10.000 10/22/2008  USD     0.100
Lehman Brothers Treasur   16.200  5/14/2009  USD     0.100
Lehman Brothers Treasur   10.600  4/22/2014  MXN     0.100
Lehman Brothers Treasur   16.000  11/9/2008  USD     0.100
Lehman Brothers Treasur   10.000  5/22/2009  USD     0.100
Lehman Brothers Treasur   15.000   6/4/2009  CHF     0.100
Lehman Brothers Treasur   23.300  9/16/2008  USD     0.100
Lehman Brothers Treasur   11.000   7/4/2011  CHF     0.100
Lehman Brothers Treasur   12.000   7/4/2011  EUR     0.100
Lehman Brothers Treasur   13.150 10/30/2008  USD     0.100
Lehman Brothers Treasur   16.800  8/21/2009  USD     0.100
Lehman Brothers Treasur   13.000 12/14/2012  USD     0.100
Teksid Aluminum Luxembo   12.375  7/15/2011  EUR     0.619
Credit Agricole Corpora   10.200 12/13/2027  TRY    47.942
Petromena ASA             10.850 11/19/2018  USD     0.622
Lehman Brothers Treasur   14.900 11/16/2010  EUR     0.100
BLT Finance BV            12.000  2/10/2015  USD    10.500
Lehman Brothers Treasur   16.000 10/28/2008  USD     0.100
Lehman Brothers Treasur   10.442 11/22/2008  CHF     0.100
Lehman Brothers Treasur   17.000   6/2/2009  USD     0.100
Lehman Brothers Treasur   13.500   6/2/2009  USD     0.100
Lehman Brothers Treasur   12.400  6/12/2009  USD     0.100
Lehman Brothers Treasur   10.000  6/17/2009  USD     0.100
Lehman Brothers Treasur   11.000   7/4/2011  USD     0.100
Lehman Brothers Treasur   16.000 12/26/2008  USD     0.100
Lehman Brothers Treasur   13.432   1/8/2009  ILS     0.100
Lehman Brothers Treasur   14.100 11/12/2008  USD     0.100
Banco Espirito Santo SA   10.000  12/6/2021  EUR     0.058
Lehman Brothers Treasur   15.000  3/30/2011  EUR     0.100
Lehman Brothers Treasur   18.250  10/2/2008  USD     0.100
Lehman Brothers Treasur   16.000  10/8/2008  CHF     0.100
Lehman Brothers Treasur   14.900  9/15/2008  EUR     0.100
Bulgaria Steel Finance    12.000   5/4/2013  EUR     0.216
Lehman Brothers Treasur   13.000  7/25/2012  EUR     0.100
Privatbank CJSC Via UK    10.875  2/28/2018  USD     4.707
PA Resources AB           13.500   3/3/2016  SEK     0.124
Phosphorus Holdco PLC     10.000   4/1/2019  GBP     1.413
Lehman Brothers Treasur   11.000 12/19/2011  USD     0.100
Lehman Brothers Treasur   13.500 11/28/2008  USD     0.100
Lehman Brothers Treasur   10.000  3/27/2009  USD     0.100
Lehman Brothers Treasur   11.000  6/29/2009  EUR     0.100
Lehman Brothers Treasur   10.500   8/9/2010  EUR     0.100
Ukraine Government Bond   11.000  4/20/2037  UAH    35.015
Lehman Brothers Treasur   11.250 12/31/2008  USD     0.100
Lehman Brothers Treasur   12.000  7/13/2037  JPY     0.100
Lehman Brothers Treasur   10.000  6/11/2038  JPY     0.100



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
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Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *