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

                          E U R O P E

          Friday, August 2, 2024, Vol. 25, No. 155

                           Headlines



F R A N C E

CROWN EUROPEAN: Moody's Rates New Senior Unsecured Notes 'Ba1'
IQERA GROUP: S&P Lowers LT ICR to 'CCC-' on Increasing Default Risk


G E O R G I A

GEORGIA GLOBAL: Fitch Puts Final 'BB-' Rating to Sr. Unsec. Notes


G E R M A N Y

E-MAC DE 2005-I: Moody's Affirms Caa3 Rating on EUR9.3MM D Notes
KAEFER SE: S&P Withdraws 'BB' Long-Term Issuer Credit Rating


I R E L A N D

ALBACORE EURO IV: S&P Affirms B- (sf) Rating on Class F Notes
ICG EURO 2024-1: Fitch Assigns 'B-sf' Final Rating to Cl. F-2 Notes
INVESCO EURO VIII: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
ROCKFORD TOWER 2019-1: Fitch Hikes Rating on Cl. F Notes to 'B+sf'


I T A L Y

BANCA UBAE: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


M A L T A

FIMBANK PLC: Fitch Affirms 'B' LongTerm IDR, Alters Outlook to Pos.


N E T H E R L A N D S

AMMEGA GROUP: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
DUTCH MORTGAGE 2024-1: S&P Assigns BB+ (sf) Rating  to X Notes
EBN FINANCE: Fitch Lowers Rating on Sr. Unsecured Notes to 'CCC'
FBN FINANCE: Fitch Affirms 'B-' Rating on Sr. Unsecured Notes


S P A I N

GRUPO EMBOTELLADOR: S&P Upgrades ICR to 'BB', Outlook Stable


U N I T E D   K I N G D O M

OCADO GROUP: Proposed Refinancing No Impact on Moody's 'B3' CFR
SELINA HOSPITALITY: Faces Delisting After Administrator Appointment
TALKTALK TELECOM: S&P Downgrades ICR to 'CCC-', Outlook Negative
THAMES WATER: S&P Lowers Class A Debt Rating to 'BB'

                           - - - - -


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F R A N C E
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CROWN EUROPEAN: Moody's Rates New Senior Unsecured Notes 'Ba1'
--------------------------------------------------------------
Moody's Ratings assigned a Ba1 rating to the new backed senior
unsecured notes issued by Crown European Holdings S.A. (Crown
Europe), a subsidiary of Crown Holdings, Inc. (Crown). Crown's Ba1
corporate family rating, Ba1-PD probability of default rating,
SGL-2 speculative grade liquidity rating and stable outlook remain
unchanged. The instrument ratings assigned to the group's
subsidiaries also remain unchanged.

"The proposed financing is leverage neutral because the company
plans to use the proceeds to refinance the EUR600 million note
maturing in September 2024," said Motoki Yanase, VP – Senior
Credit Officer at Moody's.

Although Crown's leverage stood high for the current ratings –
estimated at around 4.8x for the 12 months that ended in June 2024,
including Moody's standard adjustments -- Moody's also expect the
leverage to improve during the next 12-18 months as the company
pays down debt towards its new long-term goal of 2.5x net
debt/EBITDA.

RATINGS RATIONALE

Crown's Ba1 CFR is supported by the consolidated industry structure
in the can segment and the stable alcoholic/nonalcoholic beverage
and food end markets. The rating is also supported by a large base
of installed equipment in the transit packaging segment, which
drives a high percentage of recurring consumables sales. Crown also
benefits from geographic diversification.

On the other hand, the rating is constrained by the company's high
customer and product concentration and its exposure to the cyclical
end markets in the transit packaging segment. Additionally, the
fragmented and competitive industry structure in the transit
packaging segment makes growth and margin expansion difficult. The
company also has an outstanding asbestos liability, which Moody's
add to total debt as part of Moody's adjustments.

The stable outlook reflects Moody's expectation that Crown will be
able to improve its free cash flow generation in the next 12-18
months with lower capital spending, and that the company will pay
down debt and control its share repurchases to achieve its stated
leverage target.

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

Moody's could upgrade the rating if Crown sustainably improves its
credit metrics within the context of a stable competitive
environment and maintains good liquidity. An upgrade would also
require a more streamlined debt capital structure and the
flexibility of an unsecured capital structure. Specifically, the
ratings could be upgraded if total debt/EBITDA is below 3.5x and
free cash flow/debt is over 10%.

Moody's could downgrade the rating if credit metrics, liquidity or
the competitive environment deteriorate. Specifically, the rating
could be downgraded if total debt/EBITDA rises above 4.25x, free
cash flow/debt falls below 6.0%, or EBITDA/Interest expense is
below 5.0x.

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

Headquartered in Tampa, Florida, Crown Holdings, Inc. (NYSE: CCK),
is a global manufacturer of steel and aluminum containers for food,
beverage, and consumer products. Crown also manufactures protective
packaging products and solutions. For the twelve months that ended
in June 2024, the company generated about $11.8 billion in revenue.

IQERA GROUP: S&P Lowers LT ICR to 'CCC-' on Increasing Default Risk
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term ICR on iQera Group SAS to
'CCC-' from 'CCC+' and its issue rating on its senior secured debt
to 'CCC-' from 'CCC+'. The outlook remains negative.

S&P said, "Given the opening of a conciliation procedure and the
announced consent solicitation to suspend any principal payments
due during the conciliation period, we think that a conventional
default or a distressed exchange is inevitable over the next
several months, absent unanticipated significantly favorable
developments. iQera started formal discussions on its capital
structure with its debtholders on July 5; on July 24, the company
announced the opening of a conciliation procedure under French law.
This procedure provided a framework for discussions with creditors
because the group is considering various options to address its
upcoming debt maturities and unsustainable capital structure. On
July 25 iQera launched a consent solicitation at conciliator's
request to suspend any principal payments due during the
conciliation period that will last up to four months (and could be
extended by one month). As of March 31, 2023, iQera had about
EUR148 million of available cash on the balance sheet (excluding
restricted cash), and about EUR99 million of senior secured notes
are due on the Sept. 30, 2024. We think that the consent
solicitation process and unsustainable capital structure, make a
default or distressed restructuring inevitable within the next
several months, absent unanticipated and significantly favorable
changes in the issuer's circumstances such as shareholder support.

"We think iQera's capital structure is unsustainable at current
market conditions. We view the company's capital structure as
unsustainable given its very high leverage and growing interest
burden. We see a high likelihood of a distressed debt exchange
because the company must choose between short-term debt repayment
and longer-term business viability. Unless it receives significant
shareholder support, iQera will have to decide in the coming weeks
whether to repay the bond maturing in September 2024 or to
restructure its debt. Repaying the bond would constrain its ability
to invest in further portfolios, deplete its attributable estimated
remaining collections, and, in turn, decrease its future
attributable collections. Restructuring would allow it to use the
more-available cash to invest in new debt portfolios and support
its longer-term prospects.

"The negative outlook reflects our view of an increasing
probability of default--either through the missed payment of its
senior secured notes due on Sept. 30, 2024 or a distressed
exchange--absent favorable developments.

"We could lower the ratings to 'SD' (selective default) or 'D', if
iQera misses the principal payment on its senior secured notes due
Sept. 30, 2024, or if the conciliation procedure concludes with
what we consider a distressed exchange offer.

"While we see it as highly unlikely, we could raise the ratings if
the company announced an agreement under the conciliation procedure
that improves its capital structure and liquidity while avoiding a
distressed exchange, for example, through shareholder support.

-- The senior secured notes have an issue rating of 'CCC-', with a
recovery rating of '4', based on S&P's expectation of average
recovery prospects (30%-50%; rounded estimate: 35%).

-- In S&P's hypothetical default scenario, we assume a default in
2025.

-- In S&P's view, a default on the group's debt obligations would
most likely occur because of adverse operational issues, loss of
clients, difficult collection conditions, or greater competitive
pressures leading to mispricing of portfolio purchases.

-- In such a scenario, S&P assumes the group's debt portfolio
would be liquidated and debt servicing activities sold, given the
group's long-term contracts and established relationship with
customers.

-- Year of default: 2025

-- Jurisdiction: France

-- Estimates as of April 1, 2024:

-- Net value at liquidation: EUR241.6 million

-- Bankruptcy costs: EUR12.7 million

-- Priority claims: EUR51.6 million

-- Collateral value available to senior secured creditors: EUR190
million

-- Total senior secured debt at default: EUR522.5 million

-- Recovery expectation on the senior secured notes: 30%-50%
(rounded estimate: 35%)

Note: All debt amounts include six months of prepetition interest.




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

GEORGIA GLOBAL: Fitch Puts Final 'BB-' Rating to Sr. Unsec. Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Georgia Global Utilities JSC (GGU)'
USD300 million notes maturing in July 2029 a final senior unsecured
rating of 'BB-' with a Recovery Rating of 'RR4'.

The final rating follows the receipt of final debt documentation,
which confirmed the terms and conditions of the bonds according to
Fitch's expectations.

The notes's senior unsecured rating is in line with the expected
rating assigned on 16 July 2024 and is in line with GGU's Long-Term
Issuer Default Rating (IDR) at 'BB-', which has a Stable Outlook,
as the bond constitutes direct, unconditional and unsecured
obligations of the company. The proceeds are primarily being used
for refinancing existing shareholder loans and to fund investments
in GGU´s water business over the next four years.

The IDR of GGU reflects Fitch's unchanged assessment of GGU's
Standalone Credit Profile (SCP) at 'b+' as well as medium links
with its majority shareholder FCC Aqualia S.A. (BBB-/Stable),
resulting in a one-notch uplift under its Parent Subsidiary Linkage
(PSL) Criteria. The SCP of GGU mainly reflects the regulated water
utility business of its subsidiary, Georgian Water and Power LLC
(GWP).

GGU's high exposure to foreign-exchange (FX) risk resulting from
the bond issue, its expected re-leveraging due to its ambitious
capex plan, and the operating environment in Georgia remain key
constraints on GGU's SCP. Fitch expects GGU's leverage to remain
within its sensitivities for the 'b+' SCP during 2024-2027, while
interest coverage may be weak for the SCP.

Key Rating Drivers

Bond Issue: The USD300 million bond will allow GGU to repay the
shareholder loans (SHL) provided by Aqualia and to fund investments
targeted for the 2024-2026 regulatory period (RP) at its water
business. GGU´s bond includes restricted terms and Fitch's rating
approach factors in GGU as a non-recourse subsidiary for Aqualia in
the medium term.

Ring-Fenced Structure: Under the trust deed for the bond,
noteholders benefit from a guarantor coverage test requiring
restricted subsidiaries representing at least 85% of GGU´s EBITDA
and total assets to unconditionally and irrevocably guarantee the
payment of notes principal and interest. The restricted group
comprises GGU as issuer and GWP as the sole initial guarantor
(since GWP represents almost all of GGU's EBITDA).

Covenant Protection: Noteholders benefit from tests for restricted
payments (including dividend distribution) and debt incurrence.
Based on the final documentation, the restricted group may make
restricted payments in an aggregate amount of up to 50% of
consolidated net income, provided the issuer meets the debt
incurrence test, among certain other conditions. The restricted
group may incur additional indebtedness if consolidated net
leverage is less than 3.5x and may also make unlimited restricted
payments if consolidated net leverage does not exceed 2.5x (after
pro-forma effect for the relevant restricted payment).

Tariff Increase Credit-Positive: The Georgian water sector
regulator has set the tariffs for the 2024-2026 RP. Water tariffs
for GWP's 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 estimate 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-Transaction: Following the bond issue, GGU now
holds 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. 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 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 EBITDA. 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

- 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 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

Adequate Liquidity: GGU's cash on balance was low at GEL7 million
at end-2023 but the company had around GEL105 million available
under the second SHL extended by Aqualia last year. However, the
cash position in July 2024 has been enhanced with the net proceeds
from the USD300 million bond issue, which will allow GGU to cover
negative free cash flows expected over 2024-2026.

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.

Date of Relevant Committee

04 July 2024

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 ratings in conjunction with other factors.

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
Georgia Global
Utilities JSC

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



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G E R M A N Y
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E-MAC DE 2005-I: Moody's Affirms Caa3 Rating on EUR9.3MM D Notes
----------------------------------------------------------------
Moody's Ratings has upgraded the rating of one class of notes in
E-MAC DE 2005-I B.V. The rating action reflects the increased level
of credit enhancement of the affected class of notes.

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

A comprehensive review of all credit ratings for the transaction
has been conducted during the rating committee.

EUR9.9M Class C Notes, Upgraded to Baa2 (sf); previously on Oct
22, 2020 Downgraded to Ba1 (sf)

EUR9.3M Class D Notes, Affirmed Caa3 (sf); previously on Oct 22,
2020 Affirmed Caa3 (sf)

RATINGS RATIONALE

Increase in Available Credit Enhancement:

The rating action is prompted by an increase of credit enhancement
for the class C notes. Sequential amortization has led to the
increase in the credit enhancement. For instance, the credit
enhancement of the Class C notes increased to 57.36% from 51.71%
since May 2023. Moody's expect interest collections on the pool to
gradually decrease, which could prompt the Issuer to draw on the
liquidity facility in order to meet notes' interest payments. The
liquidity facility is currently fully funded at EUR1.8 million.
Principal receipts cannot be used to pay senior fees or notes
interest, and the general reserve fund has been depleted since May
2015 and is unlikely to become funded again through the interest
priority of payments. Principal collections are used exclusively to
pay down class C.

Key Collateral Assumptions:

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

The collateral performance of the transaction deteriorated slightly
over the past year. Total delinquencies increased in the past year,
with 90 days plus arrears increasing to 11.03% from 8.71% of
current pool balance. Cumulative losses increased marginally to
7.71% from 7.66%.

Moody's maintained the expected loss assumption as a percentage of
original pool balance at 8.26% which corresponds to an expected
loss of 12.22% as a percentage of the current pool balance.

Moody's have also assessed loan-by-loan information as a part of
its detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. Moody's have maintained the MILAN stress loss at 28.30%.

The negative credit enhancement for the Class E Notes remains
commensurate with the current rating.

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 and (3) improvements in the credit quality of
the transaction counterparties.

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

KAEFER SE: S&P Withdraws 'BB' Long-Term Issuer Credit Rating
------------------------------------------------------------
S&P Global Ratings has withdrawn its 'BB' long-term issuer credit
ratings on KAEFER SE & Co. KG at the company's request. The outlook
was stable at the time of the withdrawal.




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

ALBACORE EURO IV: S&P Affirms B- (sf) Rating on Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to AlbaCore Euro CLO
IV DAC's class A-R loan and class A-R, B-R, C-R, D-R, and E-R
notes. At the same time, S&P withdrew its ratings on the existing
class A loan and class A, B-1, B-2, C, D, and E notes, and S&P
affirmed its rating on the existing class F notes. At closing, the
issuer had unrated subordinated notes outstanding from the existing
transaction.

On July 31, 2024, the issuer refinanced the original class A loan
and class A, B-1, B-2, C, D, and E notes by issuing replacement
debt of the same notional.

The replacement loan and notes are largely subject to the same
terms and conditions as the original loan and notes, except that
the replacement loan and notes will have a lower spread over Euro
Interbank Offered Rate than the original loan and notes and the
class B-R notes were issued as one floating-rate tranche.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor   2,776.08

  Default rate dispersion                                593.52

  Weighted-average life (years)                            4.21

  Obligor diversity measure                              139.33

  Industry diversity measure                              23.62

  Regional diversity measure                               1.13


  Transaction key metrics

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

  'CCC' category rated assets (%)                          2.28

  Actual 'AAA' weighted-average recovery (%)              36.76

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

  Actual weighted-average coupon (%)                       4.79


Rating rationale

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

The portfolio's reinvestment period will end in July 2025.

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

"In our cash flow analysis, we used a EUR448.35 million collateral
principal amount, the portfolio's actual weighted-average spread
(3.97%), actual weighted-average coupon (4.79%), and actual
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."

Elavon Financial Services DAC is the bank account provider and
custodian. The transaction's documented counterparty replacement
and remedy mechanisms adequately mitigate its exposure to
counterparty risk under our current counterparty criteria.

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

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R, C-R, D-R, and E-R 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 capped our assigned ratings on these refinanced
notes. The available credit enhancement for the class A-R loan and
class A-R notes is commensurate with a 'AAA' rating.

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

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

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

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

-- S&P's model generated break-even default rate at the 'B-'
rating level of 20.93% (for a portfolio with a weighted-average
life of 4.21 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.21 years, which would result
in a target default rate of 13.05%.

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

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

S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with a 'B-
(sf)' rating. We therefore affirmed our 'B- (sf)' rating on this
class of notes.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-R loan and class A-R, B-R, C-R, D-R, E-R, and 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-R loan and
class A-R to E-R 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 is managed by Albacore Capital
LLP.

Environmental, social, and governance

S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. 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: development, production, maintenance, trade or
stock-piling of weapons of mass destruction, or the production or
trade of illegal drugs, illegal narcotics or recreational
marijuana, the speculative extraction of oil and gas, thermal coal
mining, marijuana-related businesses, production or trade in
controversial weapons, hazardous chemicals, pesticides and wastes,
ozone depleting substances, endangered or protected wildlife of
which the production or trade is banned by applicable global
conventions and agreements, pornographic materials or content,
prostitution-related activities, tobacco or tobacco-related
products, gambling, subprime lending or payday lending activities,
weapons or firearms, and opioids.

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

  Ratings list

  RATINGS ASSIGNED

                            REPLACEMENT    ORIGINAL
    NOTES       NOTES      INTEREST
                      AMOUNT   INTEREST    INTEREST  ENHANCEMENT
  CLASS   RATING*   (MIL. EUR)  RATE§      RATE    (%)

  A-R    AAA (sf)   206.60   3mE + 0.99%   3mE + 1.12%   40.54

A-R loan  AAA (sf)  60.00   3mE + 0.99%   3mE + 1.12%   40.54

  B-R    AA (sf)     54.00   3mE + 1.90%   3mE + 2.60%   28.49

  C-R    A (sf)      30.40   3mE + 2.40%   3mE + 3.40%   21.71

  D-R    BBB- (sf)   30.50   3mE + 3.10%   3mE + 4.60%   14.91

  E-R    BB- (sf)    21.70   3mE + 6.20%   3mE + 6.90%   10.07

  RATING AFFIRMED     

                         AMOUNT
  CLASS     RATING*    (MIL. EUR) NOTES INTEREST RATE§  

  F         B- (sf)      14.60       3mE + 9.36%

*The ratings assigned to the class A-R loan and class A-R and B-R
notes address timely interest and ultimate principal payments, and
the ratings assigned to the class C-R, D-R, E-R, and F notes
address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to 6mE when a frequency switch event occurs.
3mE--Three-month Euro Interbank Offered Rate.
6mE--Six-month Euro Interbank Offered Rate.


ICG EURO 2024-1: Fitch Assigns 'B-sf' Final Rating to Cl. F-2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned ICG Euro CLO 2024-1 DAC final ratings,
as detailed below.

   Entity/Debt                  Rating           
   -----------                  ------           
ICG Euro CLO 2024-1 DAC

   Class A XS2837856884     LT AAAsf  New Rating
   Class B-1 XS2837857007   LT AAsf   New Rating
   Class B-2 XS2837857189   LT AAsf   New Rating
   Class C XS2837857692     LT Asf    New Rating
   Class D XS2837857858     LT BBB-sf New Rating
   Class E XS2837857775     LT BB-sf  New Rating
   Class F-1 XS2837858237   LT B+sf   New Rating
   Class F-2 XS2837858401   LT B-sf   New Rating
   Class Z XS2837858310     LT NRsf   New Rating
   Sub notes XS2837858740   LT NRsf   New Rating

Transaction Summary

ICG Euro CLO 2024-1 DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Net
proceeds from the note issuance were used to fund a portfolio with
a target size of EUR400 million. The portfolio manager is
Intermediate Capital Managers Limited. The collateralised loan
obligation (CLO) envisages a 4.6-year reinvestment period and a
7.6-year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor (WARF) of the
identified portfolio is 24.7.

Strong Recovery Expectation (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-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 63.9%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 20%. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest Fitch-defined industries
in the portfolio at 40.0%. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, to 8.6 years, on the step-up date, which can be one
year after closing at the earliest. The WAL step-up is at the
discretion of the manager and subject to conditions including the
Fitch collateral quality tests and the collateral principal amount
being above the reinvestment target par, with defaulted assets at
their collateral value.

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

Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis was reduced by 12 months. This is to account for
the strict reinvestment conditions envisaged after the reinvestment
period. These include passing the coverage tests, the Fitch 'CCC'
maximum limit after reinvestment and a WAL covenant that
progressively steps down over time after the end of the
reinvestment period. In Fitch's opinion, these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A, B and
F-1 notes, but would lead to downgrades of no more than one notch
for the class C, D and E notes, and to below 'B-sf' for the class
F-2 notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class B, C, D, E
and F-2 notes have a rating cushion of two notches and the class
F-1 notes a cushion of three notches. The class A notes are already
at the highest achievable of 'AAAsf' rating.

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

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

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

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
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 ICG Euro CLO 2024-1
DAC. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.

INVESCO EURO VIII: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO VIII DAC's July
refinancing notes a final rating and affirmed its non-refinanced
notes, as detailed below.

   Entity/Debt            Rating               Prior
   -----------            ------               -----
Invesco Euro
CLO VIII DAC

   A XS2463988878     LT AAAsf  Affirmed       AAAsf
   B-1 XS2463988951   LT AAsf   Affirmed       AAsf
   B-2 XS2463989330   LT AAsf   Affirmed       AAsf
   C XS2463989413     LT PIFsf  Paid In Full   Asf
   C-R XS2831015172   LT Asf    New Rating
   D-R XS2831015503   LT BBB-sf Affirmed       BBB-sf
   E-R XS2831015768   LT BB-sf  Affirmed       BB-sf
   F XS2463989926     LT B-sf   Affirmed       B-sf

Transaction Summary

Invesco Euro CLO VIII DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. The
portfolio is actively managed by Invesco CLO Equity Fund IV L.P.
and the transaction will exit its reinvestment period in May 2027.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality: Fitch places the average credit
quality of obligors at 'B'/'B-'. The Fitch- weighted average rating
factor of the current portfolio was 23.7 as reported by the trustee
in the June 2024 investor report.

High Recovery Expectations: At least 90% of the portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-weighted average recovery rate (WARR)
of the current portfolio as of June 2024 as reported by the
trustee, was 63.5%.

Diversified Asset Portfolio: The transaction had four matrices
corresponding to two fixed-rate asset limits at 13.75% and 7.5% of
the portfolio balance and two weighted average life (WAL) limits of
8.9 and 7.9 years. However, the two matrices with an 8.9-year WAL
limit are no longer applicable following the manager's switch to
the forward matrices. All matrices have a top 10 obligor
concentration limit of 23%. The transaction also includes limits on
the Fitch-defined largest industry at a covenanted 17.5% and the
three largest industries at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Affirmation of Non-Refinanced Notes: The affirmation of the
non-refinanced notes with Stable Outlooks reflects the
transaction's sound performance so far. As of the June 2024
investor report, the aggregate collateral balance was 1.2% above
the reinvestment target par balance and the transaction was passing
all coverage, collateral-quality and portfolio-profile tests. The
portfolio had no exposure to defaulted assets and assets with a
Fitch-derived rating of 'CCC+' or below stood at 2.2% against a
limit of 7.5%, as calculated by the trustee.

Transaction Inside Reinvestment Period: The transaction is within
its reinvestment period, which expires in May 2027, and the manager
can reinvest principal proceeds and sale proceeds subject to
compliance with the reinvestment criteria. Given the manager's
ability to reinvest, Fitch's analysis is based on a stressed
portfolio, which it tested the notes' achievable ratings across the
matrices (which were not updated as part of the refinancing), since
the portfolio can still migrate to different collateral quality
tests.

Cash Flow Analysis: The WAL used for the transaction's stress
portfolio analysis is 12 months less than the WAL covenant at the
refinancing closing date but subject to a floor of six years, to
account for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These include, among
others, passing the coverage tests and the Fitch 'CCC' bucket
limitation test post reinvestment, as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during the
stress period

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would have no impact on the notes.

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

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolios would lead to upgrades of two notches for the class B-1,
B-2, D-R and E-R notes, three notches for the class C-R notes and
five notches for the class F notes, except for the 'AAAsf' notes,
which are at the highest level on Fitch's scale and cannot be
upgraded.

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

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

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

DATA ADEQUACY

Invesco Euro CLO VIII DAC

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

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

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

ESG CONSIDERATIONS

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

ROCKFORD TOWER 2019-1: Fitch Hikes Rating on Cl. F Notes to 'B+sf'
------------------------------------------------------------------
Fitch Ratings has upgraded Rockford Tower Europe CLO 2019-1 DAC's
class E and F notes and affirmed the others, as detailed below.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
Rockford Tower Europe
CLO 2019-1 DAC

   A XS2064431625        LT AAAsf  Affirmed   AAAsf
   B-1 XS2064432433      LT AA+sf  Affirmed   AA+sf
   B-2 XS2064433084      LT AA+sf  Affirmed   AA+sf
   C XS2064433837        LT A+sf   Affirmed   A+sf
   D XS2064434488        LT BBB+sf Affirmed   BBB+sf
   E XS2064435022        LT BB+sf  Upgrade    BBsf
   F XS2064435295        LT B+sf   Upgrade    Bsf

Transaction Summary

Rockford Tower Europe CLO 2019-1 DAC is a cash flow CLO mostly
comprising senior secured obligations. The transaction is actively
managed by Rockford Tower Capital Management and has exited its
reinvestment period.

KEY RATING DRIVERS

Stable Performance; Increased Credit Enhancement The portfolio's
credit quality has remained broadly stable. Exposure to assets with
a Fitch-derived rating of 'CCC+' and below is low at 3.5%, versus a
limit of 7.5% per the latest trustee report dated 10 July 2024.

There are currently no defaulted assets and the transaction is
above par. Consequently, there has been an increase in credit
enhancement across all notes, which led to the upgrade of the class
E and F notes.

Manageable Refinancing Risk: The transaction has manageable
refinancing risk with only 9.6% of assets maturing before 2027.

'B' Portfolio: Fitch assesses the average credit quality of the
obligors at 'B'. The Fitch-calculated weighted average rating
factor of the current portfolio is 23.8.

High Recovery Expectations: Senior secured obligations comprise
97.0% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 61.5%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by trustee, is 14.1%, and no obligor
represents more than 2% of the portfolio balance. Exposure to the
three largest Fitch-defined industries is 32.9% as calculated by
the trustee. Fixed-rate assets reported by the trustee are 8.9% of
the portfolio balance, versus a limit of 10%.

Transaction Outside its Reinvestment Period: Given the manager can
still reinvest after the reinvestment period exit, Fitch's analysis
is base on a stressed portfolio and tested the notes' achievable
ratings across all Fitch test matrices specified in the transaction
document, since the portfolio can still migrate to different
collateral quality tests and the level of fixed rate assets could
change. Fitch has modelled the target par balance as the
transaction allows up to 1% of the portfolio to be transferred from
the principal account as trading gains.

Fitch also applied a haircut to the WARR as the calculation of the
WARR in the transaction documentation is not in line with agency's
current CLO Criteria.

RATING SENSITIVITIES

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

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

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

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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



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

BANCA UBAE: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Banca UBAE S.p.A.'s (UBAE) Long-Term
Issuer Default Rating (IDR) at 'B+' with a Stable Outlook and
Viability Rating (VR) at 'b+'

Key Rating Drivers

Niche Franchise, Modest Financial Performance: UBAE's ratings
reflect its specialist trade-finance franchise, weak asset quality,
modest but gradually improving profitability, and capitalisation
exposed to above-average risks. The bank's funding and liquidity
profile are stable and relative rating strengths.

Higher 2024 Expected Trade Volumes: Fitch expects trade volumes to
grow faster than the global economy in 2024, supported by a lower
rate of inflation. Decreasing interest rates should also result in
higher credit demand from 2H24.

Specialist Trade Finance Bank: UBAE has small market shares
compared with the trade finance operations of large commercial
banks, but benefits from established relationships and expertise in
trade finance between Italy and North Africa. UBAE's performance
has benefited from business growth and de-risking and cost-cutting
measures, but the bank's small size structurally limits its ability
to generate sustainably higher profitability. Its business profile
assessment also reflects the bank's lack of a meaningful
independent funding franchise.

Above-Average Risk Profile: UBAE's above-average risk profile is
inherent to its trade finance business in emerging markets, but
also stems from its legacy exposure towards the Italian
construction sector. Over the past few years, UBAE sought to reduce
and better control risks by leaving higher-risk countries and
increasing less capital-intensive businesses. The short-term nature
of trade financial activities also mitigates credit risk.

Weak Asset Quality Despite Improvements: UBAE's asset quality
remains weaker than other Fitch-rated European trade-finance banks,
mainly due to legacy real estate and construction exposures and
high concentration risks. The non-performing assets (NPA) ratio
improved to 6.2% at end-2023 (end-2022: 10.5%) and Fitch expects it
to remain broadly stable in 2024 and 2025 as the gradual recoveries
of certain large NPAs will offset moderate new inflows.

Improving Profitability, Still Modest: In 2023, UBAE's operating
profit peaked at 1.7% of risk-weighted assets (RWAs), sustained by
higher business volumes and higher interest rates, while suffering
from the absence of the large financial gains that underpinned
2022's results. Fitch expects UBAE's operating profit to stabilise
at about 1.5% of RWAs in the next two years, supported by growing
volumes, slightly widening interest margins and healthy fee growth,
which should more than offset the higher loan impairment charges
arising from its expectations of moderate asset quality
deterioration.

Small Capital Base: UBAE's common equity Tier 1 (CET1) ratio of 18%
at end-2023 had adequate buffers over regulatory requirements.
However, Fitch believes that the bank's capitalisation is not
commensurate with risk, given its exposure to emerging markets,
weak asset quality and above-average concentrations. The bank's
small capital base also makes it vulnerable to shocks. Fitch
expects capitalisation to strengthen slightly in the next two years
due to profit retention, although growth will continue to put
pressure on capital.

Funding Reliant on Intragroup Resources: UBAE's funding profile
remains largely reliant (59% of total funding at end-2023) on funds
provided by Libyan Foreign Bank, its majority shareholder, and its
affiliates. Fitch expects this reliance to continue, despite the
bank's effort to increase funding diversification through online
deposits and repo transactions. The bank's liquidity benefits from
the self-liquidating and short-term nature of trade finance
transactions and a large pool of liquid assets, consisting of cash
and bank placements, Italian government securities and central bank
reserves.

Rating Sensitivities

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

Downward rating pressure would result from a material weakening of
asset quality and earnings, leading to material capital erosion.
The bank's ratings could be downgraded if the CET1 ratio falls
below 15% and the NPA ratio deteriorates above 10% with no clear
visibility of reversing the trend over the short term.

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

An upgrade would require a strengthened franchise that enables the
bank to improve asset quality and strengthen profitability
materially, while maintaining adequate capital buffers and a stable
funding profile. Generating operating profit above 1.25% of RWAs on
a sustainable basis and reducing the NPA ratio to below 5% in the
medium term could be indicative of a stronger franchise and result
in upward pressure on ratings.

No Support: UBAE's Government Support Rating (GSR) of 'ns' reflects
Fitch's view that although external extraordinary sovereign support
is possible, it cannot be relied on. Senior creditors can no longer
expect to receive full extraordinary support from the sovereign in
the event that the bank becomes non-viable. This is because the
EU's Bank Recovery and Resolution Directive and the Single
Resolution Mechanism for eurozone banks provide a framework for
resolving banks that requires senior creditors participating in
losses, if necessary, instead of or ahead of a bank receiving
sovereign support.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely.

VR ADJUSTMENTS

The operating environment score of 'bb+' has been assigned below
the 'a' category implied score due to the following adjustment
reason: international operations (negative).

The capitalisation and leverage score of 'b+' has been assigned
below the 'bb' category implied score due to the following
adjustment reason: size of capital base (negative).

The funding and liquidity score of 'bb-' has been assigned above
the 'b & below' category implied score due to the following
adjustment reason: liquidity access and ordinary support
(positive).

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
   -----------                        ------           -----
Banca UBAE S.p.A.    LT IDR             B+ Affirmed    B+
                     ST IDR             B  Affirmed    B
                     Viability          b+ Affirmed    b+
                     Government Support ns Affirmed    ns



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

FIMBANK PLC: Fitch Affirms 'B' LongTerm IDR, Alters Outlook to Pos.
-------------------------------------------------------------------
Fitch Ratings has revised FIMBank p.l.c.'s (FIM) Outlook to
Positive from Stable, while affirming its Long-Term Issuer Default
Rating (IDR) at 'B' and Viability Rating (VR) at 'b'.

The Positive Outlook reflects Fitch's expectation that FIM's good
progress in reducing its balance-sheet risk should allow it to
contain loan impairment charges (LICs) and thus to generate
sustainably improved profitability. Improved profitability, which
while weaker and more volatile than at higher-rated peers, should
strengthen the long-term sustainability of FIM's business model and
capitalisation.

Fitch has withdrawn FIM's Government Support Rating (GSR) of 'no
support' (ns) as it is no longer considered by Fitch to be relevant
to the agency's coverage. This is because Fitch has assigned a 'b-'
Shareholder Support Rating (SSR) to reflect its view that FIM's
most likely support provider is its indirect majority shareholder
Kuwait Projects Company Holding K.S.C.P. (KIPCO, BB-/Stable).

Key Rating Drivers

Small Specialised Bank, Volatile Performance: FIM's VR and IDRs
reflect its status as a small trade finance bank, whose business
model has been under pressure in recent years from poor asset
quality, weak revenue generation and pressure on capitalisation.

These factors are partly balanced by the bank's moderate franchise
in its niches, reduction of its balance-sheet risk, progress in its
turnaround strategy, broadly stable funding and adequate liquidity.
The Positive Outlook reflects Fitch's expectation that the bank's
profitability should strengthen as a result of its risk reduction,
resulting in a sustainable business-profile improvement and
improved internal capital generation.

Niche Franchise, Business Model Realignment: FIM operates in a few
trade-finance niches with adequate expertise and a geographically
diversified reach. The bank is following a transformation plan
aimed at reducing risks and organisational complexity to improve
profitability and free up capital. Capital will be deployed to
support growth, including in segments that have been traditionally
outside of FIM's focus, including lending to Maltese corporate
customers.

Above-Average Risk Profile: FIM has tightened its underwriting
standards over the past three years by reducing country and client
limits, and by exiting weaker credits and some higher-risk
geographies. However, its risk profile remains above-average, owing
to its exposure to emerging-market risks, material trading
activities at its forfaiting subsidiary and some single-name
lending concentrations.

Adequate Asset Quality, Concentrations: The bank has significantly
reduced its non-performing assets ratio (NPA, which includes on-
and off-balance-sheet exposures) to a manageable 3.5% at end-2023
(end-2022: 11%), due to large write-offs and satisfactory
recoveries while new business has not generated material NPA
inflows. Fitch expects FIM's credit risk to remain manageable,
although the bank is still exposed to the risk of unexpected large
defaults.

Weak but Improving Profitability: FIM reported an operating profit
in 2023, after three years of consecutive losses due to impairments
of legacy exposures. Fitch expects profitability to improve further
in 2024, but to remain modest as capital will continue to constrain
growth opportunities and FIM's transformation plan will take time
to translate into higher revenue and greater operating efficiency.
FIM's ability to absorb unexpected credit or operational losses
therefore remains weak.

Below-Average Capital Buffers: FIM's common equity Tier 1(CET1)
ratio of 18.2% at end-2023 was 210bp in excess of the bank's
regulatory capital requirements (including the Pillar 2 guidance).
This is below most peers' and constrains FIM's ability to grow,
also in light of its still weak, but improving, organic capital
generation. Capitalisation also remains at risk from FIM's exposure
to emerging markets and borrower concentration, but improved
profitability should strengthen internal capital generation.

Funding Reliant on Online Deposits: Customer deposits represented
over two thirds of FIM's funding at end-2023 and were well in
excess of loans. FIM sources deposits mostly online, including
outside of Malta via third-party platforms. This makes deposits
more price-sensitive and less stable than at traditional commercial
banks despite the overall stability observed in recent years,
including following increases in interest rates. The short-term
nature of FIM's trade-finance and forfaiting activities, as well as
sizable cash and treasury investments, underpin the bank's
liquidity.

Rating Sensitivities

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

Fitch could revise the Outlook to Stable if FIM fails to maintain
its operating profit at around 1% of risk-weighted assets (RWAs).

The ratings could be downgraded if FIM experiences significant
asset quality deterioration, leading to its NPA ratio rising above
10% on a sustained basis. The ratings could also be downgraded if
the operating profit falls structurally to well below 0.5% of RWAs,
or if the CET1 ratio falls below 17%, resulting in extremely tight
buffers over regulatory requirements. Evidence of deposit
instability would also be rating-negative.

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

The Positive Outlook indicates that an upgrade is likely in the
next two year if FIM demonstrates that its business profile has
strengthened. This could be indicated by a sustainable improvement
in profitability, with an operating profit around 1% of RWAs on a
sustained basis, supported by growing business volumes,
well-managed costs and manageable LICs.

An upgrade would also require the NPA ratio remaining below 5% on a
sustained basis, underlining the effectiveness of the bank's
revised underwriting standards, while maintaining adequate capital
buffers and a stable funding profile.

An upgrade of the SSR by two or more notches could also result in
an upgrade of FIM's Long-Term IDR, as it would then be driven by
shareholder support.

SSR

FIM's SSR of 'b-' is three notches below KIPCO's Long-Term IDR,
mainly reflecting its view of FIM's limited role in the group. This
is due to the bank's limited synergies with the group and business
activities that are mostly outside of the group's main markets.

The SSR also reflects FIM's record of weak financial performance
and Fitch's view that support for FIM could be significant for
KIPCO given the bank's size. The SSR is underpinned by evidence of
support being provided in the past and some management
integration.

The SSR is primarily sensitive to a change in Fitch's assessment of
KIPCO's propensity to support the bank. This could result, for
example, from FIM's increased strategic importance for the group by
means of greater synergies and integration and an established
record of supporting the group's objectives. Conversely the
notching could widen if KIPCO were to put the bank up for sale or
if it does not provide sufficient support in a timely manner.

VR ADJUSTMENTS

The operating environment of 'bb+' is below the 'a' category
implied score due to the following adjustment reason: international
operations (negative).

The capitalisation and leverage score of 'b' is below the 'bb'
category implied score due to the following adjustment reasons:
internal capital generation and growth (negative), size of capital
base (negative).

ESG Considerations

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

   Entity/Debt                   Rating             Prior
   -----------                   ------             -----
FIMBank p.l.c.   LT IDR             B   Affirmed    B
                 ST IDR             B   Affirmed    B
                 Viability          b   Affirmed    b
                 Government Support WD  Withdrawn   ns
                 Shareholder Support b- New Rating



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

AMMEGA GROUP: Fitch Affirms 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed industrial belt manufacturer Ammega
Group B.V.'s Long-Term Issuer Default Rating (IDR) and senior
secured rating at 'B-' after the successful EUR70 million add-on to
its term loan B (TLB). The Outlook on the IDR is Stable. The debt's
Recovery Rating remains 'RR4'.

The ratings reflect Fitch's expectations that Ammega's leverage
will remain high in the medium term, with a moderate deleveraging
trajectory driven by improving profitability. The Stable Outlook
reflects Ammega's satisfactory liquidity position, supported by
expected positive free cash flow (FCF) generation through the
cycle.

Key Rating Drivers

Improving Margins Expected: Fitch forecasts a modest improvement in
the Fitch-adjusted EBITDA margin to 16.0% in 2024 from 15.0% in
2023, due to operational cost savings, price increases and a waning
inflation effect. Fitch forecasts EBITDA margins to reach 17.7% in
2027. Higher input costs and a time lag for implemented price
increases resulted in lower-than-expected profitability in 2023.

Deleveraging Needed: Ammega's gross leverage remains high for the
rating, although Fitch expects Fitch-adjusted EBITDA gross leverage
to improve to 6.3x in 2027, from a forecast 7.7x in 2024, which is
currently above its downgrade sensitivity of 7.5x. EBITDA gross
leverage improved to 8.3x in 2023 from 10.0x in 2020, after debt
repayments and an increase in the EBITDA margin, but it remains
high for the rating. Gross debt has remained fairly stable despite
the acquisition of Midwest Industrial Rubber in 2020.

Established Market Position: Fitch expects Ammega to have
single-digit revenue growth for the next four years, underpinned by
demand from non-cyclical customers and supplemented by services and
replacement revenue. Revenue grew by a strong 17% in 2022 after
price revisions and organic growth in end-markets. To keep up with
demand and increase market share, Ammega is investing in expansion
initiatives, such as additional production capacity, especially in
the Americas and EMEA. The investments generated new contracts and
established Ammega as a leader in some end-markets.

FCF Volatility: In recent years, Ammega's FCF has been negative,
although Fitch forecasts Fitch-adjusted FCF margins to turn
positive in 2024 after destocking lowers working capital (WC) and
capex. However, Fitch does not expect FCF margins to be
consistently above its positive sensitivity of 3% over the rating
horizon, as WC variations continue to drive FCF volatility.

Ammega has a cash-generative financial profile, but its FCF margin
turned negative in 2021 and 2022 due to higher capex related to
capacity expansion and higher inventory to improve delivery times.
The increased inventory valuation was also driven by a stronger US
dollar. Negative FCF in 2023 was related to pressure on margins
from high input costs and inflationary conditions.

Growing Product Demand: Fitch expects growth to come from
increasing application and installation of belt products to support
the rise of automation in industrial processes, and greater
precision and efficiency requirements from direct end-users, as
well as original equipment manufacturers and distributors. The
replacement cycle for belts of up to two years, together with belt
upgrading, generates about 70% of Ammega's revenue. Fitch believes
that the company's ability to cross-sell products and retain
recurring replacement sales should support earnings resilience in
the medium term.

Derivation Summary

Ammega has market-leading positions within the niche
belt-manufacturing segment, supported by its diverse product
portfolio, geographical footprint and broad customer base. Its
direct competitors are larger and more diversified manufacturers,
but their belting segment is smaller than or equal to Ammega's
production capacity.

In the belt segment, Ammega faces direct competitors in Forbo,
Rexnord Corporation and Gates. These peers are bigger and more
diversified but Ammega is exposed to more stable and growing
end-markets and generates EBITDA and FCF margins that are in line
with peers, albeit with substantially higher leverage.

Ammega's profitability is higher than that of TK Elevator Holdco
GmbH (B/Negative), while FCF margins are similar at low single
digits. High EBITDA gross leverage above 7x in 2023 constrains the
ratings of both companies. INNIO Group Holding GmbH (B/Positive)
has higher profitability than Ammega and lower leverage, which
explains the one-notch rating difference.

Key Assumptions

- Revenue growth recovering to 3.6% in 2024, and stabilising to 3%
from 2025

- EBITDA margin increasing to 16.0% in 2024 and to 17.4% in 2025,
reflecting cost-saving initiatives

- Capex as a share of revenue at 4.6% in 2024, 4.8% in 2025 and
normalising at 4.5% in 2026-2027 due to lower maintenance costs

- WC inflow in 2024 and turning negative low single digits
2025-2027

- No dividend payments to 2027

- EUR15 million annually for bolt-on acquisitions. No large
acquisitions for 2024-2027

Recovery Analysis

Bespoke Approach: Fitch's recovery analysis reflects a
going-concern approach due to a higher value in maintaining Ammega
as a business post-distress, than being liquidated.

Fitch used a 5.5x multiple, in line with an average multiple for
industrial and manufacturing peers in the 'B' rating category.

Fitch believes the high recurring revenue share of 70% and critical
nature of Ammega's products in any production process justify this
choice. After a 10% deduction for administrative claim its debt
waterfall analysis generated a ranked recovery in the 'RR4' band,
indicating a 'B-' instrument rating. The waterfall analysis output
percentage on current metrics and assumptions for senior debt was
41% (previously 42%).

RATING SENSITIVITIES

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

- Gross debt/EBITDA below 5.5x

- EBITDA/interest paid above 2.5x

- FCF margin consistently above 3%

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

- Gross debt/EBITDA above 7.5x

- EBITDA/interest paid below 2x

- FCF margin consistently neutral to negative

- Acquisition activity weakening Ammega's risk profile

Liquidity and Debt Structure

Satisfactory Liquidity: As of end-2023, Ammega had a Fitch-adjusted
cash balance of around EUR22 million and around EUR195 million
undrawn under its EUR217 million RCF. After the add-on, the
remaining original TLB stub of EUR70 million will be repaid. Fitch
forecasts a FCF margin of 3.8% in 2024 and 2.3% in 2025, before it
rises to 3.9% in 2026 and 4.2% in 2027.

Lower Refinancing Risk Post-Add-on: Ammega has no maturities until
2028. Its debt comprises a senior secured covenant-lite EUR1,094
million TLB and add-on of EUR70 million, both with maturity in
December 2028. The EUR217 million RCF is due in June 2028.

Issuer Profile

Ammega is the product of the merger between Ammeraal Beltech and
Megadyne, which have leading positions within lightweight conveyor
belts and industrial power transmission belts.

ESG Considerations

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

   Entity/Debt             Rating       Recovery   Prior
   -----------             ------       --------   -----
Ammega Group B.V.    LT IDR B- Affirmed            B-

   senior secured    LT     B- Affirmed   RR4      B-

DUTCH MORTGAGE 2024-1: S&P Assigns BB+ (sf) Rating  to X Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Dutch Mortgage
Finance 2024-1 B.V.'s (DMF 2024-1) class A, B-Dfrd, C-Dfrd, D-Dfrd,
E-Dfrd, F-Dfrd, and X-Dfrd notes. At closing, the issuer also
issued unrated S1 and S2 notes and class R notes.

DMF 2024-1 is an RMBS transaction that securitizes a final
portfolio of EUR1,522.2 million Dutch mortgage loans secured on
properties in the Netherlands. The majority of the loans are
buy-to-let.

Most of the loans in the pool were originated since 2021 (58.43%).
DMF 2024-1 involves the sale of a portfolio of Dutch mortgage loans
originated or acquired by RNHB B.V, along with loans from several
other portfolios.

3.9% of the loans in DMF 2024-1 consist of the "Trident" portfolio.
These loans were acquired from Syntrus Achmea Real Estate & Finance
B.V. and have similar characteristics to those originated by RNHB.
4.34% are from the "Purple" portfolio and 11.9% from the "Yellow"
portfolio, and both were acquired from FGH Bank N.V. In addition,
9.1% of the loans are from the "Espoo" portfolio. RNHB recently
acquired the Espoo portfolio from ABN AMRO Bank N.V. 0.2% of the
loans are from the "Dome" portfolio.

Finally, approximately 7.8% of the pool comprises assets from Dutch
Property Finance 2017-1, 7.7% from Dutch Property Finance 2018-1,
and 7.0% from Dutch Property Finance 2019-1.

The collateral comprises multiple borrowers grouped into risk
groups, sharing an obligation to service the entire debt. In the
final pool, 58.3% of the portfolio (49.7% based on our methodology)
by current balance comprises commercial (43.9%) and mixed-use
(15.4%) properties.

Credit enhancement for the rated notes consists of subordination
and the reserve fund.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. The issuer is bankruptcy remote.

  Ratings

  CLASS      RATING       CLASS SIZE (EUR)

  A          AAA (sf)      1,221,976,000

  B-Dfrd     AA (sf)          72,306,000

  C-Dfrd     A+ (sf)          50,614,000

  D-Dfrd     BBB (sf)         48,445,000

  E-Dfrd     BB (sf)          31,091,000

  F-Dfrd     CCC (sf)         21,693,000

  X-Dfrd     BB+ (sf)         36,153,000

  R          NR               N/A

  S1         NR               N/A

  S2         NR               N/A

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


EBN FINANCE: Fitch Lowers Rating on Sr. Unsecured Notes to 'CCC'
----------------------------------------------------------------
Fitch Ratings has downgraded Ecobank Nigeria Limited's (ENG)
Long-Term Issuer Default Rating (IDR) to 'CCC' from 'CCC+'. The
bank's National Long-Term Rating has been downgraded to 'BB-(nga)'
from 'BB+(nga)'. The Outlook on the National Long-Term Rating is
Stable.

The downgrades reflect the downgrade of the bank's Viability Rating
(VR) and Shareholder Support Rating (SSR) to 'ccc' from 'ccc+'.

The downgrade of the VR reflects the estimated prolonged breach of
the bank's total capital adequacy ratio (CAR) requirement of 10%
and uncertain prospects for restoring compliance in the near term.
The downgrade of the SSR reflects the reduced ability of the bank's
parent, Ecobank Transnational Incorporated (ETI: B-/Stable), to
provide support and its weaker record of providing timely support
in view of the prolonged breach.

Key Rating Drivers

ENG's IDRs are driven by its standalone creditworthiness, as
expressed by its 'ccc' VR, and underpinned by potential shareholder
support from ETI. The VR reflects Fitch's estimate that the bank
has been in breach of its minimum regulatory capital requirement
since February 2024 and the uncertain prospects for restoring
compliance in the near term. The VR is one notch below the implied
VR of 'ccc+' due to the following adjustment: weakest link -
capitalisation and leverage.

ENG's National Ratings are the lowest of all Nigerian banks under
Fitch's coverage, primarily reflecting the estimated breach of
regulatory capital requirements.

Challenging Environment: President Tinubu has pursued key reforms
since he assumed office in May 2023, reducing the fuel subsidy and
overhauling monetary policy, including allowing the naira to
devalue by over 65%. The reforms are positive for Nigeria's
creditworthiness and FX market liquidity but pose near-term
macro-economic challenges for the banking sector.

Subsidiary of Pan-African Group: ENG has moderate market shares of
domestic banking system assets (end-2023: 3.3%). Its franchise
benefits from being a subsidiary of ETI, a large pan-African
banking group with operations spanning 33 countries across
sub-Saharan Africa.

Weak Risk Profile: Single-borrower credit concentration is very
high, with the 20 largest loans representing 74% of gross loans and
470% of Fitch Core Capital (FCC) at end-2023. Oil and gas exposure
(end-2023: 47% of gross loans) and foreign-currency (FC) lending
(end-2023: 72% of net loans) are among the highest in the banking
system.

Very High Problem Loans: ENG's impaired loans (Stage 3 loans under
IFRS 9) ratio increased to 9.1% at end-2023 (end-2022: 6.9%)
primarily due to FC conversion effects. Specific loan loss
allowance coverage of impaired loans (end-2023: 31%) is low. Stage
2 loans (end-2023: 42% of gross loans; concentrated within the oil
and gas sector and largely US dollar denominated; likely higher
following the 1Q24 devaluation) remain high and represent a key
risk to asset quality. Fitch forecasts the impaired loans ratio to
increase moderately in the near term.

Weak Profitability: ENG's operating profit declined to 0.5% of
risk-weighted assets (RWAs) in 2023 (2022: 0.7%) despite a wider
net interest margin (NIM) and a large one-off gain relating to
loans sold to Asset Management Corporation of Nigeria, reflecting
higher loan impairment charges (LICs) stemming from increased
problem loans. ENG has notably weaker core profitability than other
commercial banks due to a particularly narrow NIM and high LICs
that have accompanied asset-quality issues in recent years.

Capital Requirements Breached: Fitch estimates that ENG has
breached its CAR (end-2023: 10.5%) requirement of 10% due to the
devaluation of the naira in 2M24. ENG plans to restore compliance
through loans sales and capital raisings but prospects for
restoring compliance in the near term are uncertain, particularly
in view of high problem loans and weak profitability.

Potential FC Debt Acceleration: ENG has modest holdings of FC
liquid assets relative to peers but benefits from ordinary
liquidity support from the group. If not addressed in a timely
manner, a CAR breach could trigger acceleration of the repayment of
ENG's outstanding USD300 million Eurobond due in February 2026 and
significantly pressure the bank's FC liquidity.

Shareholder Support: Fitch considers ETI has a high propensity to
provide support to ENG but its ability to do so is constrained by
ENG's large size compared with that of the group and high common
equity double leverage (end-2023: 182%) at holding company level.
The delay in providing a capital injection since the estimated CAR
breach is indicative of a weaker record of timely support.

Rating Sensitivities

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

A further downgrade of ENG's Long-Term IDR would require a
downgrade of its VR and SSR.

A further downgrade of ENG's VR could result from a prolonged
breach of CAR requirements or a tightening in FC liquidity
resulting from the breach.

A downgrade of ENG's SSR would result from a further weakening in
ETI's ability or propensity to provide support.

A downgrade of the National Ratings would result from a weakening
in creditworthiness relative to other Nigerian issuers.

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

An upgrade of ENG's Long-Term IDR would require an upgrade of its
VR or SSR.

An upgrade of ENG's VR would require restoring CAR compliance, with
sufficient buffers to tolerate potential further naira depreciation
risks, credit losses and increased credit concentration risk.

An upgrade of ENG's SSR would require a stronger ability and record
of ETI providing support.

An upgrade of the National Ratings would result from a
strengthening in creditworthiness relative to other Nigerian
issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Senior unsecured debt issued through EBN Finance Company B.V. is
rated at the same level as ENG's Long-Term IDR, reflecting Fitch's
view that the likelihood of default on these obligations is the
same as that of the bank. The Recovery Rating of these notes is
'RR4', indicating average recovery prospects in the event of
default.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

ENG's senior unsecured debt ratings are sensitive to changes in its
Long-Term 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        Recovery  Prior
   -----------                 ------        --------  -----
EBN Finance
Company B.V.

   senior
   unsecured    LT            CCC   Downgrade   RR4    CCC+

Ecobank
Nigeria
Limited         LT IDR        CCC   Downgrade          CCC+
                ST IDR        C     Affirmed           C
                Natl LT     BB-(nga)Downgrade          BB+(nga)
                Natl ST       B(nga)Affirmed           B(nga)
                Viability     ccc   Downgrade          ccc+
                Shareholder Support ccc Downgrade      ccc+

FBN FINANCE: Fitch Affirms 'B-' Rating on Sr. Unsecured Notes
-------------------------------------------------------------
Fitch Ratings has revised the Outlooks on FBN Holdings Plc's (FBNH)
and its main operating subsidiary First Bank of Nigeria Ltd's (FBN)
Long-Term Issuer Default Ratings (IDRs) to Positive from Stable and
affirmed the IDRs at 'B-'.

The revision of the Outlooks mirrors the recent sovereign Outlook
revision and reflects Fitch's view that Nigeria's Long-Term IDRs
are likely to represent less of a constraint on the issuers'
standalone creditworthiness in the near term.

Fitch has also affirmed the issuers' National Long-Term Ratings at
'A(nga)' with Stable Outlooks.

Key Rating Drivers

FBN and FBNH's IDRs are driven by their standalone
creditworthiness, as expressed by their Viability Ratings (VRs).
The VRs reflect the banks' high sovereign exposure relative to
capital and the concentration of their operations in Nigeria. The
Positive Outlooks on the Long-Term IDRs mirror that on the
sovereign. The National Ratings balance a strong franchise, healthy
profitability and a stable funding profile against high credit
concentrations and thin capital buffers.

VRs Equalised with Group VR: FBNH is a non-operating bank holding
company (BHC). Its VR is equalised with the group VR, derived from
the consolidated risk assessment of the group, due to the absence
of double leverage and the BHC's strong liquidity management. FBN's
VR is also equalised with the group VR as it is the main operating
entity (end-1Q24: 96% of group assets).

Challenging Environment: President Tinubu has pursued key reforms
since he assumed office in May 2023, reducing the fuel subsidy and
overhauling monetary policy, including allowing the naira to
devalue by over 65%. The reforms are positive for Nigeria's
creditworthiness and FX market liquidity but pose near-term
macro-economic challenges for the banking sector.

Strong Franchise: FBN is Nigeria's third-largest bank, representing
10.7% of banking system assets at end-2023. Its strong franchise
supports a stable funding profile and low funding costs. Revenue
diversification is significant, with non-interest income typically
exceeding 40% of operating income.

High Sovereign Exposure: Single-borrower credit concentration is
material, with the 20 largest loans representing 354% of FBN's
total equity at end-1Q24. Oil and gas exposure (end-2023: 33% of
gross loans) is greater than the banking-system average. Sovereign
exposure through securities and cash reserves at the Central Bank
of Nigeria (CBN) is high relative to FBNH's Fitch Core Capital
(FCC; end-2023: 334%).

High Stage 2 Loans: FBNH's impaired loans (Stage 3 loans under IFRS
9) ratio increased slightly to 4.9% at end-2023 (end-2022: 4.7%)
due to operating environment challenges. Specific loan loss
allowance coverage of impaired loans was 40% at end-2023. Stage 2
loans remain high (end-2023: 20% of gross loans; concentrated in
the oil and gas sector and largely US dollar-denominated) and
represent a key risk to asset quality, having inflated due to the
devaluation. Fitch forecasts the impaired loans ratio will increase
moderately in the near term.

Healthy Profitability: FBNH has healthy profitability, as indicated
by operating returns on risk-weighted assets (RWAs) averaging 3.5%
over the past four years. Earnings benefit from a low cost of
funding and strong non-interest income. Profitability improved
notably in 2023 and 1Q24, primarily driven by FX revaluation gains
accompanying the naira devaluation due to a net long
foreign-currency position.

Thin Capital Buffer: FBN's bank-solo capital adequacy ratio
(end-1Q24: 15.5% including unaudited interim profits) has a thin
buffer over the bank's minimum regulatory requirement of 15%.
Impaired loans net of specific loan loss allowances were 12% of FCC
at end-2023. Fitch expects capitalisation to improve moderately in
the near term as a result of strong profitability and capital
raisings to comply with FBN's impending new paid-in capital
requirement of NGN500 billion.

Stable Funding Profile: FBNH's customer deposit base (end-1Q24: 73%
of total non-equity funding) comprises a high share of retail
deposits and current and savings accounts (end-1Q24: 78%),
supporting funding stability and low funding costs. Depositor
concentration is fairly low.

Rating Sensitivities

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

A sovereign downgrade could result in a downgrade of the VRs and
Long-Term IDRs if Fitch believes that the direct and indirect
effects of a sovereign default would likely have a sufficiently
large impact on capitalisation and FC liquidity insofar as to
undermine the banks' viability. However, this is unlikely given the
Positive Outlook on Nigeria's Long-Term IDRs.

Absent a sovereign downgrade, a downgrade of the VRs and Long-Term
IDRs could result from the combination of a naira devaluation and a
marked increase in problem loans, resulting in a breach of
regulatory capital requirements without near-term prospects for
recovery, or a severe tightening in FC liquidity.

FBNH's VR could be notched off the group VR if the BHC's double
leverage increases above 120% for a sustained period without clear
prospects for a moderation.

A downgrade of the National Ratings would result from a weakening
of the entities' creditworthiness relative to that of other
Nigerian issuers.

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

An upgrade of the VRs and Long-Term IDRs would require an upgrade
of Nigeria's Long-Term IDRs in conjunction with stable financial
profiles.

An upgrade of the National Ratings would result from a
strengthening of the entities' creditworthiness relative to that of
other Nigerian issuers.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Senior unsecured debt issued through FBN Finance Company B.V. is
rated at the same level as FBN's Long-Term IDR, reflecting Fitch's
view that the likelihood of default on these obligations is the
same as the likelihood of default of the bank. The Recovery Rating
of these notes is 'RR4', indicating average recovery prospects.

FBNH's Government Support Rating (GSR) of 'no support' (ns)
reflects Fitch's view that sovereign support is unlikely to extend
to a BHC, given its low systemic importance and a liability
structure that may be more politically acceptable to be bailed in.

The government's ability to provide full and timely support to
commercial banks is weak due to its constrained FC resources and
high debt-servicing metrics. FBN's GSR is therefore 'ns',
reflecting its view of no reasonable assumption of support for
senior creditors being forthcoming should the bank become
non-viable.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The rating of the senior unsecured debt is sensitive to changes in
FBN's Long-Term IDR.

An upgrade of FBN's GSR would require an improvement in the
government's ability to provide support, which would most likely be
indicated by an increase in international reserves and an
improvement in debt servicing metrics. As a BHC, upside for FBNH's
GSR is limited.

VR ADJUSTMENTS

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

ESG Considerations

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

   Entity/Debt                   Rating       Recovery   Prior
   -----------                   ------       --------   -----
FBN Finance
Company B.V

   senior
   unsecured     LT                 B- Affirmed   RR4    B-

First Bank of
Nigeria Ltd      LT IDR             B- Affirmed          B-
                 ST IDR             B  Affirmed          B
                 Natl LT         A(nga)Affirmed          A(nga)
                 Natl ST       F1+(nga)Affirmed          F1+(nga)
                 Viability          b- Affirmed          b-
                 Government Support ns Affirmed          ns

FBN Holdings
Plc              LT IDR             B- Affirmed          B-
                 ST IDR             B  Affirmed          B
                 Natl LT         A(nga)Affirmed          A(nga)
                 Natl ST       F1+(nga)Affirmed          F1+(nga)
                 Viability          b- Affirmed          b-
                 Government Support ns Affirmed          ns



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

GRUPO EMBOTELLADOR: S&P Upgrades ICR to 'BB', Outlook Stable
------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
Spain-domiciled beverage company Grupo Embotellador Atic, S.A.
(Atic) to 'BB' from 'BB-'.

The stable outlook reflects S&P views that Atic will keep net debt
to EBITDA below 1.5x and positive discretionary cash flow to debt.

The company's revenue streams continue diversifying, reducing
Atic's concentration on its carbonated soft drink (CSD) products.
Isotonic sports drinks and energy drinks now represent 25%-30% of
total sales, tripling their relevance compared to 2015-2016, when
they made up closer to 9%. Other product categories continue to
grow near the pace of CSD (around 5% on average). As a result, CSD
revenues now make up close to 40% of Atic's sales, compared to
50%-55% in 2015.

For the last 12 months ended March 31, 2024, the company's revenue
grew about 15%, in line with the annual growth over 10% reported
since 2019, apart from 2020 due to the COVID-19 pandemic. These
high growth rates reflect the company's pass-through capacity in
certain categories given its market positions, such as the leading
positions of the Big Cola product in Peru and Ecuador and Volt in
Mexico and Peru, among others.

S&P said, "Our revised base-case scenario assumes mixed economic
trajectories in Atic's key regions while inflation continues to
ease across the board. As a result, we expect a less aggressive
pricing strategy, which is in line with our expectations for other
regional bottlers and steady volume sales. This will likely result
in slower revenue growth.

"In terms of profitability, we believe that key inputs like sugar
and polyethylene terephthalate (PET) will maintain steady price
trends in the next 12 months, translating into a 50 basis point
(bps) to 100 bps expansion in EBITDA margin to about 14%.

"We forecast Atic to maintain its prudent capital allocation
strategy, particularly toward investments and dividend payments.
Our current forecast considers steady operating cash flows (after
interest payments) sufficient to cover annual capital expenditures
(capex) of $70 million, which should keep its discretionary cash
flow (DCF) positive and gross adjusted leverage well below 2x in
2024.

"In our view, Atic's credit quality is limited by the lack of
independent representation when it comes to strategic decision
making. We consider that independent directors can offer objective
strategic advice and contribute to long-term planning and risk
management.

"We expect Atic to maintain prudent financial policies in terms of
capital allocation as well as its business relationship with
related companies, including its sister company, Callpa. We
forecast dividend payments of about $20 million annually. Although
we don't expect any acquisitions in the next 12 months, if any were
to occur, we don't anticipate this would raise Atic's net debt to
EBITDA above 2x on a consistent basis."




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

OCADO GROUP: Proposed Refinancing No Impact on Moody's 'B3' CFR
---------------------------------------------------------------
Moody's Ratings informs that the B3 long-term corporate family
rating and the B2-PD probability of default rating of Ocado Group
plc (Ocado or the company), along with the B3 rating of the
company's GBP500 million backed senior unsecured notes due 2026,
are unaffected by the proposed refinancing. The company will make a
tender offer for the outstanding 2026 senior unsecured notes as
well as for the outstanding convertible notes due 2025 (unrated)
and at the same time issue new backed senior unsecured notes.
Moody's have assigned a B3 rating to the proposed backed senior
unsecured new notes (split into EUR and GBP tranches). The outlook
is stable.

Ocado intends to issue GBP350 million new senior unsecured notes
and GBP250 million new convertible notes, both maturing in 2029,
and to use the proceeds to launch a tender offer to partly redeem
the outstanding GBP600 million convertible notes due 2025 and the
senior unsecured notes due 2026.

Ocado is a technology-driven software and robotics platform
business and UK online grocery retailer.

RATINGS RATIONALE      

Ocado's B3 rating reflects Moody's expectation that its financial
leverage and rate of cash consumption will remain elevated over the
next 12-18 months as a result of low profitability and continued
investments in new automated warehouses on behalf of customers.
Although the company's debt metrics will remain very weak for the
B3 rating, this is mitigated by its adequate liquidity position,
further supported by the proposed refinancing which would extend
the company's debt maturity profile.

Following improvements in earnings in the first half of the year,
the Moody's-adjusted gross debt to EBITDA ratio reduced to16.7x for
the last twelve-month (LTM) period ended early June, from 42.2x at
December 2023, based on Moody's-adjusted gross debt of GBP2.05
billion and EBITDA of GBP123 million. Moody's-adjusted free cash
flow was negative by GBP313 million in the LTM, a GBP161 million
improvement vs 2023 through higher earnings and lower capital
spending. Cash consumption is currently mitigated by the GBP200
million settlement with Automate Intermediate Holdings II S.à.r.l.
(Ba3 stable), with about GBP110 million of final related cash
inflows over the next 12 months.

As part of its interim reporting [1], the company upped its
underlying cash flow (as defined by the company and including
interest paid) guidance for 2024 to a year-over-year improvement of
GBP150 million from GBP100 million previously. Although cash
consumption will still remain high, Ocado expects to reach
break-even on a cash flow basis in 2025 excluding interest expenses
and in the second half of 2026 including interest expenses. The
proposed refinancing will result in an increase in annual interest
expenses of around GBP60 million.

With regards to the final payment due from Marks & Spencer p.l.c.
(Ba1 positive) to Ocado for the 2019 sale of a 50% stake in Ocado
Retail (a contingent consideration around GBP190 million including
interest), Ocado stated that there is a greater likelihood that the
amount will be agreed through a negotiated settlement between the
two shareholders but that a legal process may be required.

In June, Sobeys, Ocado's client in Canada, announced a pause to the
planned go-live of the grocer's fourth customer fulfilment centre
(CFC) in the country as the two partners are focusing on the three
existing live CFCs. More recently, supermarket chains The Kroger
Co. (Baa1 negative) in the US and AEON in Japan placed orders for
Ocado's latest technologies for existing and future CFCs, which
will support further profit growth at Ocado's Technology Solutions
division which is now the company's main earnings growth engine.

LIQUIDITY

Pro forma for the proposed refinancing, Ocado's liquidity will
remain adequate with over GBP900 million of cash on balance sheet
(cash on balance sheet was GBP665 million as of early June),
depending on the actual proceeds from the current note issuance,
and full access to a GBP300 million revolving credit facility due
June 2025 which would be extended following successful note
issuance.  

ESG CONSIDERATIONS

Ocado's CIS-4 Credit Impact Score mainly reflects Moody's
assessment that ESG governance attributes are overall considered to
have a high impact on the current rating. This is largely driven by
the company's aggressive financial strategy and high leverage, and
its limited track record in terms of profitable performance. These
risks are mitigated by moderate environmental and social risks, and
overall good board structure, compliance and reporting.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR is one notch above the CFR. This is based on a 35%
recovery rate, reflecting the absence of strong covenants from its
debt (as per Moody's Loss Given Default for Speculative-Grade
Companies methodology published in December 2015). Although the RCF
is senior secured, Moody's consider the related security package,
which includes share pledges on entities excluding Ocado Retail
Limited, as too weak to rank ahead of the unsecured bonds.
Therefore, Moody's rank all debt instruments in the capital
structure, along with the current lease liabilities and trade
payables, pari passu.

RATIONALE FOR STABLE OUTLOOK

Ocado's rating remains weakly positioned at the current level given
its sustainably very high leverage and rate of cash consumption,
although reducing in 2024. Nevertheless, the stable outlook
reflects Moody's expectations that the company will maintain an at
least adequate liquidity profile over the next 12-18 months.
Moody's also expect the company to retain full access to the
capital markets to support its ongoing heavy capital spending. As
such, an inability to access additional funds at an appropriate
time would have negative rating implications.

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

Strong profit growth, sustained positive free cash flows and a
material deleveraging from the levels expected at the end of the
current forecast period would be prerequisites for positive rating
pressure. An upgrade would also require a significantly broader
customer base for the Technology Solutions segment.

Conversely, a downgrade would be appropriate in the event of a
deterioration in the company's liquidity profile, evidence of
reduced access to the capital markets, in the event of material
execution issues either with respect to Ocado's own retail
operations or in the development and deployment of online retail
solutions for third-party grocers, or if EBITDA growth falls short
of Moody's expectations.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Established in 2000, Ocado is a UK-based technology company that
provides end-to-end online grocery fulfilment and delivery
solutions to some of the world's largest grocery retailers. The
company also holds a 50% share of Ocado Retail Limited in the UK, a
joint venture with Marks & Spencer p.l.c. (M&S, Ba1 positive),
whose financials are currently consolidated in Ocado's reporting.

Ocado's market capitalization has continued to reduce in 2024,
standing at GBP3.1 billion as at July 19, 2024 from GBP4.9 billion
on October 11, 2023, forcing the company out of the FTSE 100 index.

SELINA HOSPITALITY: Faces Delisting After Administrator Appointment
-------------------------------------------------------------------
Selina Hospitality PLC disclosed in a Form 6-K Report filed with
the U.S. Securities and Exchange Commission that further to the
announcement by the Company on July 22, 2024 regarding the
appointment of Andrew Johnson, Samuel Ballinger and Ali Khaki of
FTI Consulting LLP as joint administrators of the Company, it has
received on July 26, 2024, a confirmation from the Nasdaq Stock
Exchange that its securities was suspended at the open of business
on July 29, 2024.

The Nasdaq has confirmed that it will complete the delisting by
filing a Form 25 Notification of Delisting with the U.S. Securities
Exchange Commission, after applicable appeal periods have ended.

                      About Selina Hospitality

Headquartered in London, England, Selina Hospitality PLC is an
operator of lifestyle and experiential Millennial- and Gen
Z-focused hotels, with 118 destinations opened in 24 countries
across six continents.

Tysons, Virginia-based Baker Tilly US, LLP, the Company's auditor
since 2021, issued a "going concern" qualification in its report
dated April 28, 2023, citing that the Company has suffered
historical losses from operations, has a net capital deficiency,
negative working capital and cash outflows from operations that
raise substantial doubt about its ability to continue as a going
concern.

In December 2023, the Company missed certain payments due under an
Indenture with Wilmington Trust, National Association, as trustee,
dated as of Oct. 27, 2022, in respect of 6% Convertible Senior
Notes due 2026.  The Company announced on Feb. 5, 2024, that it had
received a notice from a holder of more than 25% of the principal
amount of the 2026 Notes informing the Company that the holder was
purporting to exercise its right under the Indenture to accelerate
the outstanding principal amount of, premium (if any) on and
accrued and unpaid interest due under all of the 2026 Notes.  The
Company said in March it has engaged with relevant noteholders to
discuss potential settlement arrangements and is assessing its
legal position.

"There can be no assurances that such discussions will result in a
successful outcome and the Company may need to consider formal
restructuring options in relation to the indebtedness due under the
2026 Notes and its other liabilities," the Company warned.

TALKTALK TELECOM: S&P Downgrades ICR to 'CCC-', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
U.K.-based broadband provider TalkTalk Telecom Group Ltd.
(TalkTalk) and its issue rating on its senior secured debt to
'CCC-' from 'CCC+'. The '3' recovery rating on the company's senior
secured debt is unchanged, indicating its expectations of 60%
(rounded estimate) recovery in the event of payment default.

The negative outlook reflects S&P's view of a high probability of a
distressed debt restructuring or liquidity crisis absent favorable
developments in the next weeks.

S&P said, "Due to the lack of progress of refinancing, TalkTalk
faces a potential liquidity shortfall over the next six months. We
view TalkTalk's refinancing risks as having increased because it
has failed to complete a refinancing transaction ahead of its
upcoming debt maturities, as we previously expected. This raises
the risk of a debt restructuring that we could view as tantamount
to a default under our criteria. The company's almost fully drawn
GBP330 million RCF (GBP322 million drawn at the end of fiscal year
2024 [ending February]) matures in November 2024. It is likely that
TalkTalk could breach its reported net debt to EBITDA covenant
under its RCF to be tested on Aug. 31, 2024, which would be
reported to lenders on Oct. 30, 2024. The company's GBP685 million
senior notes are due in February 2025. In our view, TalkTalk does
not have sufficient liquidity sources as it had only GBP92 million
cash on balance sheet as of the end of fiscal 2024 and we estimate
its free operating cash flow after lease payments has been
negative. The company is working on two potential transactions that
could help it refinance, however both remain subject to execution
risk.

"We understand that the company is working on the PXC transaction,
but it is still subject to execution risk. We understand the
proposed transaction to bring in an equity partner to coinvest in
PXC, which was first announced in October 2023 and could help the
company refinance its capital structure, is still ongoing but no
agreement has been reached yet. The transaction is taking longer
than expected and it is uncertain whether it might close before
TalkTalk faces a liquidity shortfall in the coming months.
Furthermore, execution risks remain because the transaction relies
on PXC's ability to secure third-party debt in the market, along
with the need to extend the GBP440 million payment-in-kind (PIK)
facility (maturing in June 2026) at the level of Toscafund.

"We view it as increasingly likely that the company could first
reach an agreement with its lenders to extend existing debt
maturities. TalkTalk is currently considering an alternative
funding transaction that would include the existing shareholders
injecting about GBP200 million of new funding in the company, in
conjunction with a potential extension of existing debt maturities.
Discussions with lenders are ongoing and the terms and conditions
of the transaction are unknown. Given the unsustainable nature of
Talktalk's capital structure, short-time frame to the debt
maturities, and its weak liquidity, we would likely view such a
transaction as distressed. We could view a distressed debt exchange
as akin to a default if the lenders received less than original
promise without sufficient compensation, which would precipitate a
default in line with our criteria in the coming months.

"The negative outlook reflects our view of a high probability of a
distressed debt restructuring or liquidity crisis absent favorable
developments in the next weeks."

S&P could lower the rating if S&P sees a default as a virtual
certainty, for example if TalkTalk announces:

-- An agreement with lenders to undertake a restructuring that S&P
would classify as distressed and tantamount to a default; or

-- It faced a conventional default, for example, because it does
not remain current on its obligations.

Although unlikely, S&P could raise its rating on TalkTalk if it
manages to improve its liquidity and secure additional financing
without undertaking a restructuring that S&P would view as a
default under its criteria.


THAMES WATER: S&P Lowers Class A Debt Rating to 'BB'
----------------------------------------------------
S&P Global Ratings lowered its issue ratings on the class A and
class B debt to 'BB' and 'B', respectively, from 'BBB-' and 'BB'
previously on Thames Water Utilities Finance PLC (Thames Water).
S&P also assigned a recovery rating of '2' to the class A debt,
reflecting its expectation of 70% recovery, and a recovery rating
of '6' to the class B debt, reflecting its expectation of no
recovery in a hypothetical default scenario as part of its recovery
methodology.

S&P said, "At the same time, we assigned a negative outlook to both
ratings. The negative outlook on the class A and B debt ratings
reflects our view of the risks stemming from a continued
deterioration in Thames Water's liquidity position; a delay in
equity contributions due to the uncertainty around the company's
operating conditions for the upcoming regulatory period; and
potential intervention by the regulator.

"In our view, Thames Water's liquidity has deteriorated to a
less-than-adequate position as we forecast that the company will
not be able to cover its financial needs by 1.1x over the 12 months
from the end of June 2024.See the liquidity section below for more
details on Thames Water's liquidity position. Separately, the
company has announced that it is projecting a trigger event under
its financial covenants for the fiscal year ending March 31, 2025.
The trigger event is a feature of the company's structurally
enhanced debt structure. It restricts the company's ability to
incur additional debt without consent from the secured creditors,
other than using the existing committed facilities, paying
dividends, and making payments to associated companies. We don't
expect this trigger event to undermine Thames Water's liquidity
management."

S&P has revised its assessment of Thames Water's business risk
profile to strong from excellent. This reflects the difficulties
the company is facing in financing its large and inflexible capex,
which is driven by regulatory requirements. In addition, the
company is also in breach of its current license conditions. As
part of Ofwat's requirements, Thames Water needs to maintain two
investment-grade ratings. Ofwat has publicity stated that this
would not lead to an automatic revocation of Thames Water's
license.

Shareholders' current view of Thames Water's business plan as
"uninvestable" questions the availability of equity support and
creates uncertainty around the company's operational performance in
the next regulatory period. Management had previously assumed
GBP750 million in new equity, GBP500 million of which was due to be
injected by end-March 2024. In April 2024, Thames Water estimated
its equity needs at a total of GBP3.25 billion (GBP750 million in
the current regulatory period and GBP2.5 billion in the next).

However, such injections depend on a favorable outcome from the
current regulatory process, or a favorable outcome should the
company request to refer its final determination to the Competition
and Markets Authority, both of which S&P assumes will involve
complex discussions.

In the absence of sufficient and timely equity support for its
turnaround and business plans, S&P believes that Thames Water's
operational performance, which is already constrained and has
consistently attracted regulatory penalties over the years, may
weaken further.

S&P views Ofwat's draft determination as relatively negative for
Thames Water. It acknowledges that it is still early days and that
the regulatory process is ongoing. However, Ofwat's assessment of
Thames Water's business plan as "inadequate" puts the company at
risk of regulatory capital value deductions at the start of the
next regulatory period starting in April 2025. The company could
also bear a higher portion of its overspending. However, unlike in
previous regulatory periods, Thames Water's resubmission of its
business plan may lead it to exit the inadequate assessment as part
of the final determination. In addition:

-- Thames Water has received a GBP5.2 billion cut to its submitted
total expenditure (totex), leaving it with GBP16.9 billion of totex
for the upcoming regulatory period. This comprises GBP11.7 billion
of base totex and GBP5.7 billion of enhancement totex.

-- The specific turnaround oversight regime indicates a higher
degree of intervention by the regulator, but questions remain about
the implementation of this regime.

-- Outcome delivery incentive targets remain very demanding for
Thames Water, and S&P expects that the company will continue to
receive annual penalties under the regime.

S&P said, "We have increased the number of notches between the
ratings on the class A and class B debt. This is because we believe
that the gap between the likelihood of a default on the latter and
that on the former has increased. With deteriorating credit quality
and decreasing sources of liquidity, we believe that the Class B
debt is increasingly at risk as the purpose of the class B is to
protect and absorb losses for the class A debtholders."

The negative outlook reflects continued deterioration in Thames
Water's liquidity position and persistent uncertainties on support
from existing or new shareholders for Thames Water's business
plan.

Discussions between Ofwat and Thames Water are ongoing, and S&P
expects to have greater visibility on the feasibility of the
business plan and shareholder support by the end of 2024 or the
first half of 2025, when the regulator publishes its final
determination. Thames Water's liquidity position is a key risk
during this period.

Delays in the equity injection would bring into question both
shareholder support and the recovery in Thames Water's operational
performance in the next regulatory period. In the absence of
adequate equity support for Thames Water's turnaround and business
plans, S&P thinks that its already constrained operational
performance--which has consistently attracted regulatory penalties
over the years--may weaken further.

Further rating downside could occur due to Thames Water's liquidity
position. S&P said, "This could also be the result of an
unfavorable regulatory settlement for the next regulatory period as
part of the ongoing price review, or if we believed that
enforcement actions by Ofwat, such as an application to the High
Court for a special administration order, are becoming increasingly
likely. At this stage, special administration is not our base case;
we understand that the credit impact on Thames Water in this
scenario would remain at the discretion of the special
administrator."

S&P could revise the outlook to stable should Thames Water manage
to improve its liquidity position to what it considers adequate,
with sources covering uses by more than 1.1x over the coming 12
months.

Rating upside is contingent on Thames Water's ability to secure
sufficiently favorable operating conditions for the next regulatory
period. Thames Water would need to combine this with significant
deleveraging as a result of raising new equity, a sustained
improvement in operational performance, and an outcome from the
Environmental Agency's current investigation that does not have a
significant financial or reputational effect on the company.




                           *********


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

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