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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, September 13, 2024, Vol. 25, No. 185

                           Headlines



B E L G I U M

AZELIS FINANCE: Fitch Rates New EUR600M Notes 'BB+(EXP)'
MEUSE BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable


B O S N I A   A N D   H E R Z E G O V I N A

SRPSKA REPUBLIC: Moody's Affirms 'B3' LT Issuer & Sr. Unsec Ratings


G E R M A N Y

XSYS GERMANY: Moody's Puts 'B3' CFR on Review for Downgrade


I R E L A N D

ACCUNIA EUROPEAN I: Moody's Affirms B2 Rating on EUR11.1MM F Notes
ARES EUROPEAN XI: Fitch Hikes Class F Notes Rating to 'B+sf'
ARMADA EURO III: Fitch Affirms 'B+sf' Rating on Class F Notes
AVOCA CLO XXXI: Fitch Assigns 'B-sf' Final Rating to Class F Notes
BARINGS EURO 2019-1: Fitch Alters Outlook on 'B-sf' Rating to Neg.

BLACKROCK EUROPEAN VI: Moody's Affirms B2 Rating on EUR12MM F Notes
CIFC EUROPEAN II: Moody's Affirms B3 Rating on EUR12MM Cl. F Notes
CIMPRESS PLC: Moody's Ups CFR to Ba3, Outlook Stable
CIMPRESS PLC: S&P Rates $525MM Senior Unsecured Notes 'B+'
PALMER SQUARE 2021-1: Moody's Affirms B1 Rating on EUR7.5MM F Notes

PALMER SQUARE 2023-3: Moody's Affirms Ba3 Rating on Class E Notes
PERRIGO FINANCE: Moody's Rates New Senior Unsecured Notes 'Ba3'
PERRIGO IRELAND: Fitch Assigns 'BB' Rating to Sr. Unsecured Bond
PRE 22 LOAN: Fitch Assigns 'BB-(EXP)sf' Rating to Class D Notes
PROVIDUS CLO II: Fitch Affirms 'Bsf' Rating on Class F Notes



I T A L Y

BRIGNOLE CQ 2024: Fitch Assigns 'BB+(EXP)sf' Rating to Cl. X Notes
RED & BLACK AUTO: Fitch Affirms 'BB+sf' Rating on Class E Notes


L U X E M B O U R G

CONNECT FINCO: Fitch Assigns 'BB+' Rating to New Sr. Secured Notes


N E T H E R L A N D S

DTEK RENEWABLES: Fitch Cuts IDR to 'RD' Then Upgrades to 'CC'
IGT LOTTERY: Moody's Rates New EUR500MM Senior Secured Notes 'Ba1'


S P A I N

AUTO ABS 2024-1: Fitch Assigns 'B(EXP)sf' Rating to Class E Notes
GREEN BIDCO: Fitch Lowers LT IDR to 'B-', Placed on Watch Negative


T U R K E Y

TURKIYE: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable


U K R A I N E

VFU UKRAINE: Fitch Affirms 'CCC-' Sr. Unsecured Debt Rating


U N I T E D   K I N G D O M

108 MEDIA: FRP Advisory Named as Administrators
BLACKPOOL ROCK: BDO Named as Joint Administrators
EVOKE PLC: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
HARBOUR ENERGY: Fitch Ups Rating LT IDR From 'BB', Outlook Stable
LIBERTINE HOLDINGS: Interpath Ltd Named as Joint Administrators

LIFESTYLE HOMES: BDO Named as Joint Administrators
LIFESTYLE SEEVIEW: BDO Named as Joint Administrators
MACQUARIE AIRFINANCE: Fitch Rates $500M Sr. Unsec Notes 'BB+(EXP)'
MOBICO GROUP: Moody's Assigns Ba2 CFR, Outlook Stable
PARK HOMES: BDO Named as Joint Administrators

SELINA HOSPITALITY: Statement of Proposals Available
TALKTALK TELECOM: S&P Downgrades ICR to 'CC', Outlook Negative


X X X X X X X X

[*] BOOK REVIEW: The Heroic Enterprise

                           - - - - -


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B E L G I U M
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AZELIS FINANCE: Fitch Rates New EUR600M Notes 'BB+(EXP)'
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Fitch Ratings has assigned Azelis Finance NV's proposed EUR600
million notes due 2029 an expected senior unsecured rating of
'BB+(EXP)'. The Recovery Rating is 'RR4'. The assignment of a final
rating is subject to the receipt of final documentation conforming
to the information reviewed.

The notes will be senior unsecured obligations of the issuer and
will be guaranteed on a senior basis by Azelis Group NV
(BB+/Stable). The issuer also expects to raise a new senior
unsecured term loan of EUR600 million maturing in 2029. The
expected proceeds of EUR1.2 billion will be used to repay the
existing term loans of about EUR1,052 million and some schuldschein
debt and to increase cash on the balance sheet.

Azelis' 'BB+' Long-Term Issuer Default Rating (IDR) reflects its
position as a leading specialty chemical distributor with strong
diversification, against its high leverage due to recurring
acquisitions. It also captures the company's record of resilient
profit margins and positive free cash flow (FCF), which supports
bolt-on acquisitions.

Key Rating Drivers

Debt Refinancing: The transaction will extend the group's debt
maturity, as main repayments will be in 2028 and 2029. Fitch
forecasts that cost of debt will be about 5% per year on average in
2025-2027. Unlike existing senior unsecured debt, the new notes
will not be guaranteed by operating subsidiaries at the issuance.
Azelis expects to release theses guarantees within 30 days of the
issuance, otherwise the relevant subsidiaries will be required to
become guarantors of the new notes. This does not affect the senior
unsecured rating, as structurally prior-ranking debt would be
fairly low.

Global Specialty Distributor: Azelis is the second-largest pure
specialty chemical distributor by revenue behind IMCD N.V., and
fourth-largest when considering Brenntag's and Univar Solutions,
Inc's specialty segments. Its critical mass in a fragmented
industry allows Azelis to benefit from longstanding exclusivity
contracts with suppliers and a large number of customers globally.

Azelis' market position continues to be strengthened with organic
growth in existing markets and small, bolt-on M&A in new and
existing markets and geographies. Scale, technical and formulation
expertise and geographical breadth provide competitive advantages
against smaller peers in securing supply contracts with large
chemical producers.

Organic Growth to Return: Fitch believes that the specialty
chemical distribution market will return to organic growth in 2H24
on a normalisation of inventory levels and a recovery in economic
activity. Azelis revenues declined organically by 10% (including
foreign-exchange impact) in 2023 and by 5% in 1H24, after strong
organic growth in 2021 and 2022, in line with the market. Fitch
assumes an organic decline of 2.1% in 2024, followed by growth of
2.2% on average in 2025-2027. Volume recovery is visible in Azelis'
life science division, while industrial chemicals is likely to
lag.

Diversified Markets, Resilient Margins: Azelis' diversification,
variable cost structure and specialty product portfolio result in
resilient organic revenues and margins. It also benefits from the
resilience of specialty chemicals demand, and increasing
distribution outsourcing. Fitch expects Fitch-calculated EBITDA
margin to slightly decrease to about 10.5% by 2027, due to a
recovery of lower-margin industrial chemical volumes.

Azelis operates in 65 countries across three main regions, with 60%
of revenues from life science end-markets including food and
nutrition, pharmaceuticals and personal care, which are typically
less cyclical than commodity chemical markets. It has highly
diversified customers and suppliers, limiting the impact of
possible customer or supplier loss and an asset-light structure.

Aggressive M&A Keeps Leverage High: Fitch believes that Azelis will
continue to pursue an aggressive acquisition strategy to
consolidate a fragmented market. Including all payments related to
deferred considerations, M&A spend has far exceeded Azelis' free
cash flow (FCF), keeping EBITDA net leverage above 3x. Fitch
forecasts that sustained M&A will lead to EBITDA net leverage
averaging 3.3x in 2024-2027, and net debt trending towards EUR2
billion. While Azelis' acquisitive strategy is similar to industry
peers, Azelis is spending greater amounts than its competitors.

Deferred Considerations: Fitch includes deferred payments in its
calculation of financial debt, which results in Fitch's EBITDA net
leverage at 3x for 2023, higher than the 2.5x reported by the
company. These liabilities are reported on the balance sheet and
represent delayed M&A outflow. A majority of the deferred payments
are to be paid in 2024. Acquisitions also frequently include
earnouts and put options, which adds risk of further outflows,
although these payments are usually linked to outperformance of the
acquired companies. Nevertheless, this tends to affect the
deleveraging trend.

Positive FCF: Although Azelis' leverage remains high due to
continued M&A, Fitch forecasts FCF margin after dividends to
average 3.9% in 2024-2027, broadly in line with its historical
trend, which supports its deleveraging capacity, especially should
M&A spending slow down.

Financial Policy: Azelis' public financial policy aims to maintain
EBITDA net leverage between 2.5x and 3.0x. Given that the company
does not include deferred considerations nor receivables financing
in the calculation of leverage, this suggests that Azelis' EBITDA
net leverage could breach Fitch's negative sensitivity for the
rating, should Azelis operate at the upper band of its financial
policy.

Derivation Summary

Azelis' closest Fitch-rated peer is IMCD N.V. (BBB-/Stable). Both
companies are pure specialty chemical distributors with
market-leading positions, a similar growth strategy focused on
FCF-funded bolt-on M&As and comparable diversification of suppliers
and customers. Both companies have similar EBITDA and FCF margins,
but IMCD has larger EBITDA and lower leverage.

Blue Tree Holdings, Inc. (Withdrawn) and Reliance, Inc.
(BBB+/Stable) are leaders in North America for polymers and metals,
respectively. Both companies operate in a fragmented market like
Azelis, although they do not benefit from the same pricing power of
specialty products. Azelis has higher leverage than both companies.
Fitch forecasts through-the-cycle EBITDA net leverage to remain
under 3.0x and 1.0x for Blue Tree and Reliance, respectively.

Arrow Electronics, Inc. (BBB-/Stable) is a distributor of
electronic components and enterprise computing solutions. Its
EBITDA is larger than Azelis but it operates in an industry with
lower switching costs and value-add for distributors, resulting in
lower EBITDA margins of 4%-5%, and higher earnings volatility.
Arrow Electronics has lower leverage than Azelis with
through-the-cycle EBITDA net leverage at or below 3.0x.

Windsor Holdings III, LLC (Univar) (B+/Stable) is the
second-largest global chemical distributor behind Brenntag and is
the largest North American chemical distributor in a fragmented
industry. Supported by its value-added service offering, Univar
generates stronger EBITDA margins than Blue Tree and Arrow
Electronics. Post-Univar's leveraged take-private acquisition by
affiliates of Apollo Global Management in August 2023, Univar's
financial structure is weaker than peers', with an expected EBITDA
leverage range of 5.5x-6.5x.

Key Assumptions

- Organic revenues growth (including foreign-exchange impact) of
-2.1% in 2024, and 2.2% in 2025-2027

- Gross profit margin of 23.8% in 2024, decreasing to 23.3% in 2025
and 23% in 2026-2027

- EBITDA margin (Fitch-calculated) slightly decreasing to 11.1% in
2024, and 10.7% in 2025-2027

- Capex at 0.4% of revenues to 2027

- M&A outflow (including deferred considerations payments) of
EUR354 million in 2024, EUR387 million in 2025, EUR325 million in
2026 and EUR300 million in 2027

- Dividends at 30% of prior-year net income

RATING SENSITIVITIES

Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade

- EBITDA net leverage below 2.5x on a sustained basis;

- FCF margin above 5% on a sustained basis;

- Conservative execution of the company's financial policy.

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

- EBITDA net leverage at or above 3.5x on a sustained basis;

- FCF margin below 2.5% on a sustained basis;

- Capital allocation prioritising acquisitions and growth over a
prudent approach to managing leverage.

Liquidity and Debt Structure

Increased Flexibility for M&A: The contemplated refinancing will
improve Azelis' financial flexibility to pursue its external growth
strategy as the next material maturity will be in 2028, when its
EUR400 million notes are due. At end-June 2024, Azelis had EUR384
million in cash and cash equivalents, and the transaction is
expected to result in a EUR113 million increase in cash on balance
sheet. In addition, Azelis plans to extend the maturity of its
currently undrawn revolving credit facility to 2029, and upsize it
to EUR500 million.

Issuer Profile

Azelis is a global specialty chemical distributor headquartered in
Belgium.

Summary of Financial Adjustments

Lease liabilities are excluded from financial debt; amortisation of
right-of-use assets and lease-related interest expense are
reclassified as cash operating costs.

Factoring is added to financial debt and trade receivables are
increased by the same amount. Cash flow statement is adjusted to
reflect changes in factoring use in cash flows from financing
activities rather than cash flows from operating activities.

Amortised issuance costs are added back to financial debt to
reflect debt amounts payable at maturity.

Deferred payments liabilities related to acquisitions are added to
financial debt

Date of Relevant Committee

30 May 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt             Rating           
   -----------             ------           

Azelis Finance NV

   senior unsecured    LT BB+(EXP)  Expected Rating

MEUSE BIDCO: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Meuse Bidco SA's (Meuse) Long-Term
Issuer Default Rating (IDR) at 'B+' with Stable Outlook. Fitch has
also affirmed Meuse Finco SA's senior secured debt rating at 'BB'
with a Recovery Rating of 'RR2'.

Meuse's IDR balances its relatively small and concentrated business
with a strong position in its key market of Belgium, as well as
lower competitive pressure supported by regulation. The Stable
Outlook incorporates its view that a change in strategy towards
focusing on its core European markets reduces execution risks and
could help Meuse retain its strong profitability and free cash flow
(FCF) generation. It also assumes adherence to a conservative
financial policy, with no dividend distributions until 2026.

Key Rating Drivers

Shift in Growth Strategy: In 2023, Meuse withdrew from growth
markets outside Western Europe to concentrate on core markets of
Belgium, France, Switzerland, Netherlands, Portugal and Spain. This
action limits long-term potential for higher growth, but it also
reduces execution risks for the business and pressure on existing
operations to fund business ramping up in new geographies. Meuse's
rating trajectory remains dependent on its ability to grow while
reducing revenue concentration on the Belgian market. Consequently,
Fitch sees limited potential for positive rating development in the
short term.

IFRS Adoption, Consolidation Perimeter: Taking into account
first-time IFRS accounts reporting by Meuse, Fitch has applied
certain adjustments to its forecasts. Fitch now bases its revenue
calculation on net gaming revenue (NGR, which equals gross gaming
revenue (GGR) less bonus paid to customers less gaming taxes) plus
non-gaming revenue, to allow for better comparability with peers in
the gaming industry.

Fitch also takes into account equity treatment of joint venture
(JV) participation in Meuse's operations in Portugal (Estoril
Digital) and Netherlands (Betca). Dividends from these JVs would
affect its leverage calculations. However, Fitch assumes no
dividend in its forecasts as Fitch expects Estoril Digital to
reinvest its profits into the market share, and that Betca's
operations in Netherland will not generate meaningful operating
profits while the business continues to ramp up in the next several
years.

Revised Fitch Case Assumptions: Due to the change in strategy
towards more saturated European markets, as well as increasing
regulatory and competitive pressure, Fitch expects more muted
organic growth at low single digits. Divestment of unprofitable US
and LatAm operations should allow Meuse to reach an EBITDAR margin
of around 27% (of NGR) in 2024, translating into EBITDAR leverage
of 3.8x. Fitch's forecast assumes further gradual deleveraging to
3.6x by 2027, substantially reducing refinancing risks ahead of
2029 EUR306 million loan maturity. Fitch also forecasts the FCF
margin to stay strong for the rating at medium to high single
digits.

Product Offering Focused on Gaming: Among Fitch-rated peers, Meuse
has the lowest exposure to sports betting (around 10% of GGR).
Gaming faces lower margin volatility than sports betting,
especially for smaller-sized operators, as payouts are not
dependent on external factors such as sports results. However,
gaming tends to be more exposed to regulatory risks, so Fitch
expects it to grow more slowly over the long-term. In its view,
gaming and sports betting are both demonstrating resilience to
economic slowdown and there is a low impact on spending on gaming
activities from financial crises due to a lower share in
discretionary consumer expenses.

Continued European Market Consolidation: The European gaming market
continues to consolidate through M&A, with operational synergies
and economies of scale helping secure or improve local positions
for many large operators. Expertise and experience in domestic
markets support local leaders including Meuse, but the larger scale
of international operators allows for substantially higher customer
acquisition capacity. This is more relevant to more commoditised
products like sports betting, but can also make competition more
challenging in iGaming3.

Regulation Supports Business Profile: Despite some recent
regulatory changes for iGaming, Fitch views the Belgian gaming
regulatory environment as stable and supportive of Meuse's business
profile. Limited availability and linkage of online licenses to
land-based casinos act as strong barriers to entry, and a history
of stable regulation since 2011 provides visibility of operational
cash flows over the medium term.

Fitch anticipates that responsible gaming-focused regulation will
continue to develop in the medium term in all countries of Meuse's
presence, in particular for iGaming, but assume that the financial
impact will be manageable given Meuse's proactive approach to
responsible gaming. Fitch views severe regulations such as stake
limits or total slot ban as an event risk and reflect them in
fairly tight rating sensitivities.

Derivation Summary

Meuse has much smaller scale and weaker geographical
diversification than higher-rated peers, such as Flutter
Entertainment plc (BBB-/Stable) and Entain plc (BB/Stable). The
lack of meaningful geographic diversification and market-leading
positions across the globe are slightly offset by more favourable
regulation in its core market in Belgium, supporting its domestic
market position.

Despite some diversification into land-based operations, including
non-gaming revenues, Meuse's product diversification remains low
due to its focus on gaming. Fitch views gaming (and iGaming in
particular) as more prone to regulatory risks. This justifies the
two- to four-notch rating difference to Flutter and Entain.

Although smaller than evoke plc (B+/Stable), Meuse exhibits
stronger profitability and FCF margins, translating into materially
stronger leverage metrics with greater deleveraging capacity. The
combination of weaker business profile and stronger financial
profile result in similar IDRs for Meuse and evoke.

Key Assumptions

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

- NGR CAGR of 1.4% for 2024-2027, driven by organic growth
primarily in online segment;

- EBITDAR margin (based on NGR) at 27.3%, with lower marketing
spend leading to a 30bp improvement in profitability compared with
2023;

- Working capital reversal in 2024 with a stable position in the
next three years

- Annual capex at EUR15 million to EUR20 million in 2024-2027

- No dividends from Estoril and Betca over the forecast horizon

- Dividend upstream of EUR15 million in 2026 and around EUR25
million in 2027

Recovery Analysis

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

The GC EBITDA estimate of EUR55 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the enterprise valuation (EV). An EV multiple of 5.5x EBITDA
is applied to the GC EBITDA. The multiple reflects positive
industry dynamics, including modest growth prospects, high barriers
to entry and a conducive but evolving regulatory environment. The
multiple gives credit to its significant inherent intangible value
for brand awareness in a regulated and rather captive market. To
calculate a post-reorganisation EV Fitch also adds around EUR23
million of additional value from JVs that are assumed to be
divested in case of distress.

In accordance with Fitch's criteria, Meuse's EUR80 million
revolving credit facility (RCF) is assumed to be fully drawn upon
default. Its EUR306 million senior secured loan ranks pari passu
with the RCF. Its EUR16 million of opco debt is deemed super-senior
in the debt waterfall.

After deducting 10% for administrative claims, its principal
waterfall analysis generates a ranked recovery in the 'RR2' band,
indicating a 'BB' instrument rating for its term loan B. The
waterfall analysis output percentage on current metrics and
assumptions is 72%, at the lower range of the 'RR2' band.

RATING SENSITIVITIES

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

- Continued growth with EBITDAR approaching EUR200 million, through
increased geographical diversification into new regulated markets

- FCF margin maintained at medium to high single digits

- EBITDAR leverage consistently below 3.5x

- EBITDAR fixed charge coverage maintained above 3.5x

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

- Adverse regulatory changes leading to material deterioration in
revenue or operating profits

- FCF margin in low single digits as a result of operating
underperformance, considerable increases in capex or sizeable cash
being distributed to shareholders or to the B2B business, which is
outside the restricted group

- EBITDAR leverage above 4.5x

- EBITDAR fixed charge coverage below 3.0x

Liquidity and Debt Structure

Strong Liquidity, Concentrated Maturities: Meuse's cash flow
balance remained healthy for the size of its business at EUR38
million after Fitch's adjustments at end-2023 such as restricting
EUR20 million of cash for operational purposes. Additional
financial flexibility undrawn RCF of EUR80 million, and sustained
positive FCF that Fitch forecasts to stay in mid-to-high single
digits. Virtually all debt matures in 2029, but Fitch forecasts
Meuse to approach refinancing with a materially deleveraged profile
well in advance.

Issuer Profile

Meuse is an omnichannel gaming and sports-betting operator with
leading position in Belgium (60% of GGR), and a presence in France,
Switzerland, Portugal, Netherlands and Spain.

Summary of Financial Adjustments

In addition to standard Fitch adjustments based on Corporate
Criteria, Fitch adjusted revenue to reflect NGR plus non-gaming
revenue rather than gross gaming revenue plus non-gaming revenue.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

Meuse Bidco SA has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to increasing
regulatory scrutiny of the sector, greater awareness around social
implications of gaming addiction and an increasing focus on
responsible gaming, which has a negative impact on the credit
profile, and is relevant to the rating[s] in conjunction with other
factors.

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

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Meuse Finco SA

   senior secured    LT     BB  Affirmed   RR2      BB

Meuse Bidco SA       LT IDR B+  Affirmed            B+



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B O S N I A   A N D   H E R Z E G O V I N A
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SRPSKA REPUBLIC: Moody's Affirms 'B3' LT Issuer & Sr. Unsec Ratings
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Moody's Ratings has affirmed the Republic of Srpska's B3 domestic
and foreign currency long-term issuer and senior unsecured ratings.
The outlook remains stable. At the same time, Moody's have affirmed
Srpska's Baseline Credit Assessment (BCA) of b3.

RATINGS RATIONALE

RATIONALE FOR THE RATINGS AFFIRMATION

The affirmation of the B3 ratings reflects the complex
institutional framework governing the relations between Bosnia and
Herzegovina's (BiH, B3 stable) and its constitutional entities that
comprise BiH – Republic of Srpska and the Federation of Bosnia
and Herzegovina (FBiH, B3 stable) – amid challenges posed by
limited intergovernmental coordination. It also reflects persistent
political instability affecting reforms and institutional
effectiveness of both entities and state institutions. The rating
action takes into account Srpska's economic challenges partly
attributed to emigration and an ageing population, alongside high
debt levels and moderate liquidity. However, Srpska's fiscal
autonomy, its unique status, its solid fiscal metrics and improving
operating performance support the ratings.

The country's complex institutional framework, while offering
substantial fiscal independence to Srpska, poses difficulties in
achieving consistent policy-making and unified decision-making. The
lack of effective coordination between Srpska and FBiH hinders
structural reforms crucial for European Union (EU, Aaa stable)
integration and accessing pre-accession funds.

Srpska's economy has proven resilient to the more recent
inflationary and energy shocks. With an anticipated real GDP growth
at 2.5% in 2024 and 3% in 2025 for the country, Srpska's economy
will benefit further from strong domestic consumption and from its
ties with the EU.

However, Srpska's small economy, its structural economic
challenges, including the reliance on low value-added industries,
continuous outflow of the younger population, intensifies pressure
on the labor market and exacerbates ageing trends. These challenges
weigh on potential growth and hinder efforts to accelerate income
convergence towards the income levels of peers in the EU.

Srpska's Net Direct and Indirect Debt (NDID) remains very high at
122% of operating revenue in 2023, although it has been decreasing
from 162% recorded in 2020. The increase in operating revenue,
especially the Value Added Tax (VAT), and the increase of the
nominal debt at a slower pace will drive the gradual fall of its
debt levels to 114% of operating revenue projected in 2024.
Srpska's debt-service costs of 25% of total revenue recorded in
2023 will remain very high albeit decreasing to 21% in 2024
lowering the pressure from its finances.

Moody's expect that Srpska will sustain its solid operating
performance in 2024 and 2025 driven by an increase in tax revenues
and control over the operating expenditure growth. Moody's forecast
BiH's real GDP growth to pick up in 2024 in 2025, thus supporting
VAT proceeds, an important revenue source for Srpska. This will
drive its solid operating margin between 4% and 6% of projected
operating revenue in 2024 and 2025.

The liquidity position of Republic of Srpska is moderate but
satisfactory, depending on the government's ability to tap into
both domestic and international funding sources. Its cash and cash
equivalents at the beginning of this year accounted for 9% of
operating revenue, covering about 58% of debt servicing costs
falling due over the next 12 months.

The B3 rating of Srpska incorporates a BCA of b3 and a low
extraordinary support assumption from the Government of Bosnia and
Herzegovina.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects a balance of risks at the B3 rating
level. Srpska's capacity to preserve its solid financial position,
provides some degree of shock absorption capacity, benefiting from
a supportive fiscal framework underpinning strong revenue
flexibility. The outlook also reflects Srpska's good operating
performance which will be maintained over the next two years
against the higher social spending and very high political risks.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Srpska's CIS-4 indicates that ESG considerations have a highly
negative impact on the current rating.

Srpska's exposure to environmental risks (E-3) stems from physical
climate risks, water management and natural capital. Srpska's main
environmental risk exposure is related to physical climate risk
given the economy's high reliance on agriculture that exposes it to
weather-related events like flood, heatwaves and weather changes
that impact crop yields and result in mitigation expenses and
economic loses. Srpska also has important mining sector, which has
led to some environmental degradation.

The (S-4) score assigned to Srpska reflects its high exposure to
social risks primarily mirroring ageing population, negative net
migration and high unemployment rates, in particular among the
young and female population, with limited job opportunities which
have led to high emigration. These demographic challenges hinder
economic growth and put pressure on public finances.

The (G-3) score assigned to Srpska is largely influenced by the
entity's highly complex political structure and a lack of consensus
in the country that undermine the political and economic reform
process, as well as governance more generally.

The specific economic indicators, as required by EU regulation, are
not available for this entity. The following national economic
indicators are relevant to the sovereign rating, which was used as
an input to this credit rating action.

Sovereign Issuer: Bosnia and Herzegovina, Government of

GDP per capita (PPP basis, US$): 19,595 (2023) (also known as Per
Capita Income)

Real GDP growth (% change): 1.7% (2023) (also known as GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 2.2% (2023)

Gen. Gov. Financial Balance/GDP: -1.7% (2023) (also known as Fiscal
Balance)

Current Account Balance/GDP: -2.8% (2023) (also known as External
Balance)

External debt/GDP: 50% (2023)

Economic resiliency: b2

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

SUMMARY OF MINUTES FROM RATING COMMITTEE

On September 3, 2024, a rating committee was called to discuss the
rating of the Srpska, Republic of. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have not materially changed. The issuer's
institutions and governance strength have not materially changed.
The issuer's fiscal or financial strength, including its debt
profile, has not materially changed.

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

An upgrade of Bosnia and Herzegovina's sovereign rating would
result in upward pressure on the Srpska's rating provided that
Srpska continues to post solid operating and financial performance
along with lower debt levels.

A downgrade of Bosnia and Herzegovina's sovereign rating would lead
to a similar action on the Srpska's rating. The rating could be
downgraded if there is a marked escalation in political and social
tensions. A significant deterioration in Srpska's financial
performance, leading to weak liquidity and significant increase of
debt may also exert downward rating pressure.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Regional and
Local Governments published in May 2024.



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

XSYS GERMANY: Moody's Puts 'B3' CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Ratings has placed XSYS Germany Holding GmbH's (XSYS or the
company) B3 corporate family rating and the B3-PD probability of
default rating on review for downgrade. Concurrently, XSYS'
instrument ratings of B2 for the senior secured first lien term
loan B and senior secured first lien revolving credit facility as
well as of Caa2 for the senior secured second lien term loan were
also placed on review for downgrade. Previously, the outlook was
stable.

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

The rating action follows XSYS' announcement on September 3, 2024
that it has entered into an agreement to acquire the MacDermid
Graphics Solutions business segment from Element Solutions Inc (Ba2
stable) for an enterprise value of $325 million. The transaction is
subject to regulatory approvals and is expected to close in late
2024 or in the first half of 2025.

The MacDermid Graphics Solutions business reported revenues of
$142.7 million in 2023 and belongs to the Industrial and Specialty
segment of Element Solutions Inc, which reported revenues of $918.5
million and an adjusted EBITDA margin of 17.9%. Thus, Moody's
estimate a low teens EV/EBITDA multiple for the transaction before
synergies. The transaction is transformative for XSYS, whose scale
will increase by at least 50% post closing from around EUR220
million revenues in 2023. The product offering of both companies is
highly complementary and Moody's expect some synergy generation
following the deal.

While the full details on the transaction's funding are uncertain
at this point in time, Moody's expect the acquisition to be partly
debt funded. This may additionally increase the pressure on the
already weakly positioned B3 rating of XSYS in the next 12-18
months. XSYS' Moody's-adjusted gross leverage was above 10x for
both 2023 and the last twelve months to June 2024, partly burdened
by carve-out and restructuring costs as well as weaker market
sentiment. Moody's-adjusted free cash flows were also negative in
these periods.  

The review will focus on the expected business profile of the
combined entity including financial metrics and merger synergies to
be achieved as well as on its capital structure and financial
policy. Moody's anticipate to finalize the review once Moody's have
received the necessary details and documentation to complete
Moody's analysis, not later than two-three months from now.    

Prior to the ratings review, XSYS' ratings could be upgraded if the
company reduced its leverage to materially below 6.5x and
demonstrated its ability to consistently generate FCF/Debt in
excess of 5% and to maintain a good liquidity profile. Furthermore,
an upgrade will require that XSYS' Moody's adjusted EBITDA margin
expands to close to 40%. An upgrade will also require evidence of a
financial policy aimed at achieving and maintaining a higher
rating.

While prior to the ratings review XSYS' ratings could be downgraded
if its liquidity profile weakened as a result of negative FCF
generation or an aggressive financial policy. A marked weakening of
the company's EBITDA margin would also be negative for the ratings
as this could indicate a loss of the company's strong position in
its core market. A failure to reduce leverage to below 8.0x on a
sustainable basis as well failure to maintain EBITA / Interest
Expense at least around 1.5x would also be negative for the
rating.

ESG CONSIDERATIONS

Governance considerations have been a primary driver of this rating
action, reflecting both the expected size of the transformative
acquisition and the expected increased debt burden in the new
capital structure.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Germany, XSYS manufactures flexographic printing
plates, sleeves and pre-press equipment. In the 12 months that
ended June 2024, XSYS generated revenue of around EUR227 million
and company-defined EBITDA of around EUR70 million, which
corresponds to an EBITDA margin of around 31%. Close to 80% of
XSYS' revenue is derived from flexographic printing plates, while
sleeves account for more than 15% and pre-press equipment for
around 5% of its revenue.

XSYS is owned by the private equity firm Lone Star, which acquired
XSYS from its previous owner Flint Group TopCo Limited (Caa2
stable) in early 2022.



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

ACCUNIA EUROPEAN I: Moody's Affirms B2 Rating on EUR11.1MM F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Accunia European CLO I DAC:

EUR27,100,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa1 (sf); previously on Jan 27, 2023
Upgraded to Aa3 (sf)

EUR27,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Baa1 (sf); previously on Jan 27, 2023
Affirmed Baa2 (sf)

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

EUR283,700,000 (current outstanding amount EUR89,872,766) Class A
Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Jan 27, 2023 Affirmed Aaa (sf)

EUR20,000,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Jan 27, 2023 Upgraded to Aaa
(sf)

EUR27,400,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Jan 27, 2023 Upgraded to Aaa (sf)

EUR24,900,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed Ba2 (sf); previously on Jan 27, 2023
Affirmed Ba2 (sf)

EUR11,100,000 (current outstanding amount EUR4,993,907) Class F
Senior Secured Deferrable Floating Rate Notes due 2030, Affirmed B2
(sf); previously on Jan 27, 2023 Affirmed B2 (sf)

Accunia European CLO I DAC, issued first in August 2016 and
reissued in May 2019, is a collateralised loan obligation (CLO)
backed by a portfolio of mostly high-yield senior secured European
loans. The portfolio is managed by ACCUNIA FONDSMÆGLERSELSKAB A/S.
The transaction's reinvestment period ended in May 2021.

RATINGS RATIONALE

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

The affirmations on the ratings on the Class A, Class B-1, Class
B-2, Class E and Class F notes are primarily a result of the
expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.

The Class A notes have paid down by approximately EUR82.8 million
(29.2%) since the last review in November 2023 and EUR193.8 million
(68.3%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased. According to the trustee
report dated July 2024 [1] the Class A/B, Class C, Class D and
Class E OC ratios are reported at 175.24%, 146.35%, 125.31% and
110.92% compared to November 2023 [2] levels of 150.31%, 133.82%,
120.38% and 110.38%, respectively.

Key model inputs:

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

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

Performing par and principal proceeds balance: EUR237.2m

Defaulted Securities: EUR12.7m

Diversity Score: 31

Weighted Average Rating Factor (WARF): 3283

Weighted Average Life (WAL): 3.58 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.08%

Weighted Average Coupon (WAC): 2.71%

Weighted Average Recovery Rate (WARR): 44.69%

Par haircut in OC tests and interest diversion test: 0.07%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assume have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.

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

ARES EUROPEAN XI: Fitch Hikes Class F Notes Rating to 'B+sf'
-------------------------------------------------------------
Fitch Ratings has upgraded Ares European CLO XI DAC's class B-1-R
to F notes and affirmed the rest. The Outlooks on the class B-1-R,
B-2-R and C-R notes are Positive.

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

   A-1-R XS2333699267    LT AAAsf  Affirmed   AAAsf
   A-2-R XS2333699937    LT AAAsf  Affirmed   AAAsf
   B-1-R XS2333700610    LT AA+sf  Upgrade    AAsf
   B-2-R XS2333701261    LT AA+sf  Upgrade    AAsf
   C-R XS2333701931      LT AA-sf  Upgrade    A+sf
   D-R XS2333702582      LT BBB+sf Upgrade    BBBsf
   E XS1958267905        LT BB+sf  Upgrade    BBsf
   F XS1958269273        LT B+sf   Upgrade    Bsf

Transaction Summary

Ares European CLO XI DAC is a cash flow CLO mostly comprising
senior secured obligations. The transaction is actively managed by
managed by Ares European Loan Management LLP and exited its
reinvestment period in October 2023.

KEY RATING DRIVERS

Stable Performance; Amortising Transaction: As of the latest
payment date in August 2024, the class A-1-R notes had paid down
EUR30 million since the transaction closed in April 2019. The
rating actions reflect the stable performance and larger break-even
default-rate cushions since the last review in November 2023. The
transaction is currently below par by 0.4% (calculated as the
current par difference over the original target par) and exposure
to assets with a Fitch-derived rating of 'CCC+' and below is 7.5%,
according to the latest trustee report. The portfolio has EUR4
million defaulted assets.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The
weighted-average rating factor (WARF), as calculated by Fitch under
its latest criteria, is 27.1.

High Recovery Expectations: Senior secured obligations comprise
99.9% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The weighted average recovery rate (WARR), as
calculated by Fitch, is 60.7%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 13.2%, and the largest
obligor represents 1.5% of the portfolio balance. Exposure to the
three largest Fitch-defined industries is 27.5% as calculated by
Fitch. Fixed-rate assets are reported by the trustee at 5.4% of the
portfolio balance, versus a limit of 7.5%.

Deviation from Model-implied Ratings: The class B-1-R, B-2-R and
C-R notes ratings are one notch below their model-implied ratings
(MIR). The deviation reflects limited default-rate cushion at their
MIRs under the current portfolio, limited increase in credit
enhancement and uncertain macro-economic conditions that increase
risk.

Cash Flow Modelling: The transaction is currently failing another
agency's 'CCC' test, which need to be satisfied for the manager to
reinvest. Given the manager's ability to reinvest - provided the
'CCC' test is cured - its analysis is based on a Fitch-stressed
portfolio. Fitch has applied a haircut of 1.5% to the WARR as its
calculation in the transaction documentation is not in line with
its latest CLO Criteria.

RATING SENSITIVITIES

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

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

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

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

ARMADA EURO III: Fitch Affirms 'B+sf' Rating on Class F Notes
-------------------------------------------------------------
Fitch Ratings has upgraded Armada Euro CLO III DAC's class C-R
notes and affirmed the others. The Outlooks are Stable.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
Armada Euro CLO III DAC

   A-1-R XS2320736080    LT AAAsf  Affirmed   AAAsf
   A-2-R XS2320736759    LT AAAsf  Affirmed   AAAsf
   B-R XS2320737302      LT AAAsf  Affirmed   AAAsf
   C-R XS2320738029      LT AA-sf  Upgrade    A+sf
   D-R XS2320738706      LT BBB+sf Affirmed   BBB+sf
   E XS1913265044        LT BB+sf  Affirmed   BB+sf
   F XS1913265390        LT B+sf   Affirmed   B+sf

Transaction Summary

Armada Euro CLO III DAC is a cash flow CLO comprising mostly senior
secured obligations. The transaction is actively managed by Brigade
Capital Europe Management LLP and exited its reinvestment period in
January 2023.

KEY RATING DRIVERS

Deleveraging Increases Buffer: Since Fitch's last rating action in
November 2023, the class A-1-R and A-2-R notes have repaid around
EUR46 million, resulting in increases in credit enhancement (CE) of
up to 5% for the most senior notes, and of 3% for the class C-R
notes, leading to the upgrade. According to the last trustee report
dated 15 August 2024, the transaction is breaching the weighted
average life (WAL) test but is 0.8% above par (calculated as the
current par difference over the original target par).

Exposure to assets with a Fitch-derived rating of 'CCC+' and below
is 6.3%, according to the trustee, versus a limit of 7.5%. The
portfolio has approximately EUR2.5 million of defaulted assets but
total par loss remains well below its rating-case assumptions.

Limited Refinancing Risk: The transaction has manageable exposure
to near- and medium-term refinancing risk, in view of the large
default-rate cushions for each class of notes. The CLO has no
assets maturing in 2024, 0.8% in 2025, and 7.1% maturing before
June 2026, as calculated by Fitch. The transaction's comfortable
break-even default-rate cushions support the Stable Outlooks.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted
average rating factor of the current portfolio is 25.3 under its
latest criteria.

High Recovery Expectations: Senior secured obligations comprise
98.7% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio as reported by the trustee was
67.6%, based on outdated criteria. Under the current criteria, the
Fitch-calculated WARR is 65.2%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 23.3%, and no obligor
represents more than 2.8% of the portfolio balance. Exposure to the
three-largest Fitch-defined industries is 33.4% as calculated by
the trustee. Fixed-rate assets reported by the trustee are at 7.9%
of the portfolio balance, compared with a limit of 10%.

Reinvesting Transaction: Although the transaction exited its
reinvestment period in January 2023, the manager can reinvest
unscheduled principal proceeds and sale proceeds from credit risk
and credit improved obligations subject to compliance with the
reinvestment criteria. Given the manager's ability to reinvest,
Fitch's analysis is based on a stressed portfolio using the
agency's matrix specified in the transaction documentation. Fitch
also applied a haircut of 1.5% to the WARR as the calculation of
the WARR in the transaction documentation is not in line with the
agency's current CLO Criteria.

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

RATING SENSITIVITIES

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

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

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

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

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

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

DATA ADEQUACY

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

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
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.

AVOCA CLO XXXI: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XXXI DAC final ratings, as
detailed below.

   Entity/Debt                  Rating             Prior
   -----------                  ------             -----
Avoca CLO XXXI DAC

   A-1 Notes XS2868166575   LT AAAsf  New Rating   AAA(EXP)sf
   A-2 Notes XS2868166732   LT AAAsf  New Rating   AAA(EXP)sf
   B-1 Notes XS2868166658   LT AAsf   New Rating   AA(EXP)sf
   B-2 Notes XS2868166815   LT AAsf   New Rating   AA(EXP)sf
   C Notes XS2868167037     LT Asf    New Rating   A(EXP)sf
   D Notes XS2868166906     LT BBB-sf New Rating   BBB-(EXP)sf
   E Notes XS2868167110     LT BB-sf  New Rating   BB-(EXP)sf
   F Notes XS2868167201     LT B-sf   New Rating   B-(EXP)sf
   Sub Notes XS2868167383   LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Avoca CLO XXXI DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to purchase a portfolio with a target par of EUR400
million. The portfolio is actively managed by KKR Credit Advisors
(Ireland) Unlimited Company. The collateralised loan obligation
(CLO) has a 4.6-year reinvestment period and a 7.5-year weighted
average life test (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF)of the identified portfolio is 25.4.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR)of the identified portfolio is 61%.

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 a
maximum exposure to the three largest Fitch-defined industries in
the portfolio at 40%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has four matrices;
two effective at closing with fixed-rate limits of 5% and 12.5% and
two forward matrices that could be elected 18 months after closing,
with fixed-rate limits of 5% and 12.5%. All four matrices are based
on a top-10 obligor concentration limit of 20%. The transaction can
step up by 12 months one year post closing, subject to all tests
passing and the aggregate collateral balance (defaults at
Fitch-calculated collateral value) is at least at the reinvestment
target par balance.

The switch to the forward matrices is subject to the aggregate
collateral balance (defaults at Fitch-calculated collateral value)
is at least at the target par and a rating agency confirmation from
Fitch. The transaction has reinvestment criteria governing the
reinvestment 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. The closing matrices correspond
to a 7.5-year WAL test while the forward matrices correspond to a
seven-year WAL test.

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 and the Fitch
'CCC' limit test 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 stress
periods.

RATING SENSITIVITIES

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B to F notes show a rating
cushion of two notches each. The class A-1 and A-2 notes have no
rating cushion as they are at the highest achievable rating of
'AAAsf'.

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

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

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

During the reinvestment period, upgrades, based on the
Fitch-stressed portfolio, 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 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 Avoca CLO XXXI
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 any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

BARINGS EURO 2019-1: Fitch Alters Outlook on 'B-sf' Rating to Neg.
------------------------------------------------------------------
Fitch Ratings has revised Barings Euro CLO 2019-1 DAC's class F-R
notes' Outlook to Negative from Stable. All notes have been
affirmed.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Barings Euro
CLO 2019-1 DAC

   A-R XS2445168821     LT AAAsf  Affirmed   AAAsf
   B-1-R XS2445169126   LT AAsf   Affirmed   AAsf
   B-2-R XS2445169472   LT AAsf   Affirmed   AAsf
   C-R XS2445169399     LT Asf    Affirmed   Asf
   D-R XS2445169555     LT BBB-sf Affirmed   BBB-sf
   E-R XS2445169712     LT BB-sf  Affirmed   BB-sf
   F-R XS2445169639     LT B-sf   Affirmed   B-sf

Transaction Summary

Barings Euro CLO 2019-1 DAC is a cash flow collateralised loan
obligation (CLO) mostly comprising senior secured obligations. The
transaction is actively managed by Barings (U.K.) Limited and will
exit its reinvestment period in October 2026.

KEY RATING DRIVERS

Par Deterioration Reducing Credit Enhancement: The transaction is
currently around 3.3% below par and the par value ratio of the
class F-R notes has decreased to 103.95%, as in the 5 August 2024
report, from 105.48% in October 2023. The portfolio has around
EUR9.2 million of defaulted assets with low recovery prospects.
Exposure to assets with a Fitch-derived rating of 'CCC+' and below
is 7.5% and exposure to obligors with a Negative Outlook on their
driving ratings is 21.5%, as calculated by Fitch.

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

Limited Refinancing Risk: The transaction has manageable near- and
medium-term refinancing risk, with no assets maturing in 2024, 1.2%
in 2025, and a total of 5.0% before June 2026, as calculated by
Fitch.

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

High Recovery Expectations: Senior secured obligations comprise
95.3% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 63.1%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. As calculated by Fitch, the top
10 obligor concentration is 14.8%, no obligor represents more than
3% of the portfolio balance and exposure to the three-largest
Fitch-defined industries is 26.1%. Fixed-rate assets as reported by
the trustee are 14.6%, close to the transaction's 15% limit.

Transaction Inside Reinvestment Period: Given the manager's ability
to reinvest, Fitch's analysis is based on a stressed portfolio and
tested the notes' achievable ratings across all Fitch test
matrices, since the portfolio can still migrate to different
collateral quality tests and the level of fixed-rate assets could
change. Fitch has modelled the current portfolio at below par.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if loss
expectations are 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 to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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

BLACKROCK EUROPEAN VI: Moody's Affirms B2 Rating on EUR12MM F Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by BlackRock European CLO VI Designated Activity Company:

EUR28,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa1 (sf); previously on Apr 15, 2024
Upgraded to Aa3 (sf)

EUR24,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to A3 (sf); previously on Apr 15, 2024
Affirmed Baa2 (sf)

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

EUR235,600,000 (Current outstanding amount EUR129,427,223) Class
A-1 Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf);
previously on Apr 15, 2024 Affirmed Aaa (sf)

EUR12,400,000 (Current outstanding amount EUR6,811,959) Class A-2
Senior Secured Fixed Rate Notes due 2032, Affirmed Aaa (sf);
previously on Apr 15, 2024 Affirmed Aaa (sf)

EUR25,150,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Apr 15, 2024 Affirmed Aaa
(sf)

EUR11,850,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Affirmed Aaa (sf); previously on Apr 15, 2024 Affirmed Aaa (sf)

EUR22,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Apr 15, 2024
Affirmed Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B2 (sf); previously on Apr 15, 2024
Affirmed B2 (sf)

BlackRock European CLO VI Designated Activity Company, issued in
September 2018, is a collateralised loan obligation (CLO) backed by
a portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Blackrock Investment Management (UK)
Limited. The transaction's reinvestment period ended in April
2023.

RATINGS RATIONALE

The rating upgrades on the Class C and Class D notes are primarily
a result of the deleveraging of the Class A-1 and Class A-2 notes
following amortisation of the underlying portfolio since the last
rating action in April 2024.

The affirmations on the ratings on the Class A-1, Class A-2, Class
B-1, Class B-2, Class E and Class F notes are primarily a result of
the expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.

The Class A-1 and Class A-2 notes have paid down by approximately
EUR78.78million (33.44%) and EUR4.15million (33.44%), respectively,
since the last rating action in April 2024 and EUR106.17million
(45.06%) and EUR5.59million (45.06%), respectively, since closing.
As a result of the deleveraging, over-collateralisation (OC) has
increased across the capital structure. According to the trustee
report dated August 2024 [1] the Class A/B, Class C, Class D, Class
E and Class F OC ratios are reported at 160.73%, 138.02%, 123.35%,
112.17% and 107.00% compared to March 2024 [2] levels of 142.49%,
128.23%, 118.26%, 110.22% and 106.37%, respectively.

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

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

Performing par and principal proceeds balance: EUR282.33m

Defaulted Securities: EUR5.28m

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3071

Weighted Average Life (WAL): 3.28 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.95%

Weighted Average Coupon (WAC): 3.01%

Weighted Average Recovery Rate (WARR): 43.03%

Par haircut in OC tests and interest diversion test: 1.66%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

CIFC EUROPEAN II: Moody's Affirms B3 Rating on EUR12MM Cl. F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by CIFC European Funding CLO II Designated Activity
Company:

EUR30,000,000 Class B-1 Senior Secured Floating Rate Notes due
2033, Upgraded to Aa1 (sf); previously on Apr 22, 2020 Definitive
Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2033,
Upgraded to Aa1 (sf); previously on Apr 22, 2020 Definitive Rating
Assigned Aa2 (sf)

EUR26,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2033, Upgraded to A1 (sf); previously on Apr 22, 2020
Definitive Rating Assigned A2 (sf)

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

EUR248,000,000 Class A Senior Secured Floating Rate Notes due
2033, Affirmed Aaa (sf); previously on Apr 22, 2020 Definitive
Rating Assigned Aaa (sf)

EUR28,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed Baa3 (sf); previously on Apr 22, 2020
Definitive Rating Assigned Baa3 (sf)

EUR20,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed Ba2 (sf); previously on Apr 22, 2020
Definitive Rating Assigned Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed B3 (sf); previously on Apr 22, 2020
Definitive Rating Assigned B3 (sf)

CIFC European Funding CLO II Designated Activity Company, issued in
April 2020, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European and US
loans. The portfolio is managed by CIFC CLO Management II LLC. The
transaction's reinvestment period will end in October 2024.

RATINGS RATIONALE

The rating upgrades on the Class B-1, B-2 and C notes are primarily
a result of the benefit of the short period of time remaining
before the end of the reinvestment period in October 2024.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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

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

Performing par and principal proceeds balance: EUR403m

Defaulted Securities: EUR0

Diversity Score: 61

Weighted Average Rating Factor (WARF): 2968

Weighted Average Life (WAL): 4.38 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.06%

Weighted Average Coupon (WAC): 5.01%

Weighted Average Recovery Rate (WARR): 43.8%

Par haircut in OC tests and interest diversion test: none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: Once reaching the end of the
reinvestment period in October 2024, the main source of uncertainty
in this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

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

CIMPRESS PLC: Moody's Ups CFR to Ba3, Outlook Stable
----------------------------------------------------
Moody's Ratings upgraded all credit ratings of Cimpress plc
(Cimpress), including its corporate family rating to Ba3 from B1,
the Probability of Default Rating to Ba3-PD from B1-PD, the Senior
Secured First Lien Credit Facility rating to Ba2 from Ba3 and the
Senior Unsecured Regular Bond/Debenture rating to B2 from B3.
Moody's also upgraded the Senior Secured First Lien Credit Facility
rating at Cimpress USA Incorporated to Ba2 from Ba3. The rating
outlooks at Cimpress plc and Cimpress USA Incorporated were changed
to stable from positive. The company's speculative grade liquidity
(SGL) rating is unchanged at SGL-1 reflecting very good liquidity.

The rating upgrades reflect Cimpress' commitment to its new more
conservative financial leverage policy, continued progress in
reducing leverage and steady organic revenue growth. Cimpress has
publicly stated its intention to operate with net leverage at or
below 2.5x (as defined by the company's credit agreement). Moody's
also expect that Cimpress will address its 2026 debt obligations
(senior unsecured note due June 2026 and undrawn revolver
expiration in May 2026) well before their maturities. Governance
considerations are key factors in the upgrade rating actions.

RATINGS RATIONALE

Earlier this year Cimpress adopted a new leverage policy, which
targets net leverage at or below approximately 2.5x (as defined by
the company's credit agreement). Cimpress stated that it may
temporarily increase its leverage to as high as approximately 3x
(as defined by credit agreement) for investments provided there is
a clear path to delever to the target of approximately 2.5x or
below. Cimpress believes it will reach net leverage of 2.5x to
2.75x in FY2025, depending on the level of cash deployed on share
repurchases.

The upgrade reflects Moody's expectation that Cimpress will
generate annual free cash flow of at least $200 million in fiscal
year ending June 2025, which will provide the opportunity to reduce
net debt and net leverage (3x as of FYE June 2024, company's
definition) to reach the company's leverage target level and boost
liquidity. Moody's project Moody's adjusted Debt/EBITDA to improve
closer to 3.5x over the next 12-18 months, down from 4x and 6x as
of FYE June 2024 and FYE June 2023, respectively.

Cimpress' Ba3 CFR reflects the company's moderate leverage,
pronounced cash flow seasonality and pressure on demand for certain
of Cimpress' print marketing and consumer products. Over a longer
time-horizon, there are risks of digital substitutions for certain
key products though the exposure has declined with a product mix
shift. Cimpress generates its revenue from a large number of
customized orders that are not contractually recurring and its
earnings continue to be vulnerable to business and consumer
sentiment. Nevertheless, the rating garners support from the
company's entrenched position and well-known brand. It also factors
in the company's very good liquidity and Moody's expectation of
good free cash flow.

The company's SGL-1 speculative grade liquidity rating reflects
very good liquidity supported by a large cash balance and positive
free cash flow. With about $208 million in cash and marketable
securities, full availability on the $250 million revolver and
projected free cash flow of at least $200 million over the next 12
months, Cimpress has very good liquidity to cover an estimated $150
million in annual capex and software development costs and $11.5
million in mandatory term loan amortization. Moody's expect that
Cimpress will proactively address the June 2026 maturity of its
$600 million ($522 million outstanding as of June 30, 2024) senior
unsecured note and the May 2026 expiration of its undrawn revolver.
The company's earnings and cash flows have historically been and
Moody's expect will continue to be highly seasonal. Its second
fiscal quarter (ending December 31) includes most of the holiday
shopping season and accounts for a significant portion of its
earnings for the fiscal year, primarily due to higher sales of
products like holiday cards, calendars, photo books, and
personalized gifts.

Cimpress maintains a $250 million revolver due May 2026. The
revolver has a springing maximum first lien net leverage ratio of
3.25x that is tested if there is any revolver drawing outstanding
at the end of a quarter. Moody's do not expect Cimpress to rely on
the revolver and expect the company to maintain solid cushion under
the covenant requirement over the next 12 months. The first lien
net leverage ratio was 1.9x as of FYE June 2024, which represents a
roughly 42% cushion under the requirement.

Cimpress' ESG credit impact score of CIS-3 indicates that ESG
considerations have a limited impact on the current credit rating
with potential for a greater negative impact over time. Some of the
company's key products are exposed to demand disruptions from
consumer shift to digital services. The company's governance risks
reflect its concentrated ownership and voting control. Cimpress
expects to maintain net leverage of under 2.5x (based on company's
definition, before Moody's adjustments) as it executes its share
repurchase program.

The instrument level ratings reflect the probability of default of
the company, as reflected in the Ba3-PD Probability of Default
Rating, an average expected family recovery rate of 50% at default
given the mix of secured and unsecured debt in the capital
structure, and the particular instruments' ranking in the capital
structure. The company's senior secured credit facility (revolver,
USD and Euro term loans) is rated Ba2, one notch above the CFR,
reflecting its senior ranking with respect to the $600 million
($522 million outstanding as of FYE 6/2024) senior unsecured note,
which is rated B2.

The stable outlook incorporates Moody's expectation that Cimpress
will continue generating strong free cash flow, grow organic
revenue, adhere to its self-imposed leverage target of 2.5x (credit
agreement definition) and sustain, if not improve, profitability
margins.

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

The ratings could be downgraded should margins and earnings
deteriorate, liquidity weaken or financial policies become more
aggressive, as evidenced by Debt/EBITDA rising above 4x (Moody's
adjusted) along with a material decline in cash from the current
cash position.

Ratings could be upgraded if Debt/EBITDA is sustained comfortably
below 3x (Moody's adjusted) with more conservative financial
policies supportive of leverage remaining at such levels. In
addition, an upgrade will be based on the company's ability to
improve and sustain its organic revenue growth rates in the
high-single digit percent range and maintain very good liquidity.

Headquartered in Dundalk, Ireland, Cimpress plc is a provider of
customized marketing products and services to small businesses and
consumers worldwide, largely comprised of printed and other
physical products. Revenue for the fiscal year ended June 2024 was
approximately $3.3 billion.

The principal methodology used in these ratings was Media published
in June 2021.

CIMPRESS PLC: S&P Rates $525MM Senior Unsecured Notes 'B+'
----------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating and '5'
recovery rating to Cimpress PLC's proposed $525 million senior
unsecured notes. The '5' recovery rating indicates its expectation
for modest (10%-30%; rounded estimate: 20%) recovery of principal
in the event of a payment default. The company intends to use the
proceeds from this issuance to refinance its existing debt.

The stable outlook on Cimpress reflects S&P's expectation it will
increase its revenue by 5%, modestly improve its margin, reduce its
S&P Global Ratings-adjusted leverage toward 3x, and sustain free
operating cash flow to debt of 15% over the next 12 months.


PALMER SQUARE 2021-1: Moody's Affirms B1 Rating on EUR7.5MM F Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Palmer Square European Loan Funding 2021-1 Designated
Activity Company:

EUR40,500,000 Class B Senior Secured Floating Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Sep 10, 2021 Definitive Rating
Assigned Aa1 (sf)

EUR27,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa2 (sf); previously on Sep 10, 2021
Definitive Rating Assigned A1 (sf)

EUR27,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa2 (sf); previously on Sep 10, 2021
Definitive Rating Assigned Baa3 (sf)

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

EUR306,000,000 (current outstanding amount EUR138,131,463.98)
Class A Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Sep 10, 2021 Definitive Rating Assigned Aaa
(sf)

EUR15,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Sep 10, 2021
Definitive Rating Assigned Ba2 (sf)

EUR7,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2031, Affirmed B1 (sf); previously on Sep 10, 2021 Definitive
Rating Assigned B1 (sf)

Palmer Square European Loan Funding 2021-1 Designated Activity
Company, issued in September 2021, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is serviced by Palmer Square
European Capital Management LLC. The servicer may sell assets on
behalf of the Issuer during the life of the transaction.
Reinvestment is not permitted and all sales and unscheduled
principal proceeds received will be used to amortize the notes in
sequential order.

RATINGS RATIONALE

The rating upgrades on the Class B, C and D notes are primarily a
result of the deleveraging of the Class A notes following
amortisation of the underlying portfolio since the payment date in
July 2023.

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

The Class A notes have paid down by approximately EUR102.85 million
(33.6% of the original balance) in the last 12 months and EUR167.87
million (54.9%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated August 2024 [1]
the Class A/B, Class C, Class D, Class E and Class F OC ratios are
reported at 156.7%, 136.2%, 120.4%, 113.1% and 109.7% compared to
August 2023 [2] levels of 136.0%,124.1%, 114.1%, 109.2% and 106.9%,
respectively.

The deleveraging and OC improvements primarily resulted from high
prepayment rates of leveraged loans in the underlying portfolio.
Most of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.

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

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

Performing par and principal proceeds balance: EUR279.99 million

Defaulted Securities: EUR0

Diversity Score: 41

Weighted Average Rating Factor (WARF): 2953

Weighted Average Life (WAL): 3.56 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.44%

Weighted Average Coupon (WAC): 3.57%

Weighted Average Recovery Rate (WARR): 45.79%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.

Additional uncertainty about performance is due to the following:

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

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

PALMER SQUARE 2023-3: Moody's Affirms Ba3 Rating on Class E Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the rating on the following notes
issued by Palmer Square European Loan Funding 2023-3 Designated
Activity Company:

EUR39,000,000 Class B Senior Secured Floating Rate Notes due 2033,
Upgraded to Aa1 (sf); previously on Dec 5, 2023 Definitive Rating
Assigned Aa2 (sf)

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

EUR272,000,000 (Current outstanding amount EUR218,285,627) Class A
Senior Secured Floating Rate Notes due 2033, Affirmed Aaa (sf);
previously on Dec 5, 2023 Definitive Rating Assigned Aaa (sf)

EUR21,200,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed A2 (sf); previously on Dec 5, 2023
Definitive Rating Assigned A2 (sf)

EUR18,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed Baa3 (sf); previously on Dec 5, 2023
Definitive Rating Assigned Baa3 (sf)

EUR18,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2033, Affirmed Ba3 (sf); previously on Dec 5, 2023
Definitive Rating Assigned Ba3 (sf)

Palmer Square European Loan Funding 2023-3 Designated Activity
Company, issued in December 2023, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Palmer Square
Capital Management LLC, who may sell assets on behalf of the Issuer
during the life of the transaction. Reinvestment is not permitted
and all sales and principal proceeds received will be used to
amortize the notes in sequential order.

RATINGS RATIONALE

The rating upgrade on the Class B notes is primarily a result of
deleveraging.

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

The Class A notes have paid down by approximately EUR53.7 million
(19.7% of initial balance) since closing. As a result of the
deleveraging, over-collateralisation (OC) has increased. According
to the trustee report dated August 2024 [1] the Class A/B, Class C,
Class D and Class E OC ratios are reported at 130.74%, 121.82%,
114.94% and 108.86% compared to April 2024 [2] levels of 128.59%,
120.38%, 114.00% and 108.32%, respectively. Moody's note that the
August 2024 principal payments are not reflected in the reported OC
ratios.

The deleveraging and OC improvements primarily resulted from
prepayment rates of leveraged loans in the underlying portfolio.
All of the prepaid proceeds have been applied to amortise the
liabilities. All else held equal, such deleveraging is generally a
positive credit driver for the CLO's rated liabilities.

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

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

Performing par and principal proceeds balance: EUR346.3 million

Defaulted Securities: EUR0

Diversity Score: 55

Weighted Average Rating Factor (WARF): 2751

Weighted Average Life (WAL): 4.04 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.85%

Weighted Average Coupon (WAC): 3.67%

Weighted Average Recovery Rate (WARR): 44.81%

Par haircut in OC tests and interest diversion test: none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change.

Additional uncertainty about performance is due to the following:

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

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

PERRIGO FINANCE: Moody's Rates New Senior Unsecured Notes 'Ba3'
---------------------------------------------------------------
Moody's Ratings assigned Ba3 ratings to the new backed senior
unsecured notes issued by Perrigo Finance Unlimited Company, a
financing subsidiary of Perrigo Company plc and has no material
assets or operations. At the same time, Moody's affirmed all
existing ratings of Perrigo Company plc ("Perrigo"), including the
Ba2 Corporate Family Rating ("CFR"), the Ba2-PD Probability of
Default Rating, and the Ba3 senior unsecured notes ratings. Moody's
also affirmed the Ba1 ratings of the backed senior secured
revolving credit facility and term loans issued by Perrigo
Investments LLC, also a subsidiary of Perrigo Company plc, and the
Ba3 ratings of the backed senior unsecured notes issued by Perrigo
Finance Unlimited Company. Perrigo's speculative grade liquidity
rating was unchanged at SGL-3, and the rating outlook for all three
entities is negative.

The estimated $1.1 billion proceeds from the new senior unsecured
notes will be used to fully repay the existing $700 million senior
unsecured notes due 2026 and to repay a portion of the Term Loan B
due 2029. Moody's view the transaction as credit positive because
it improves liquidity by addressing maturities. The nearest debt
maturities will be in 2027 following the transaction and the
company's full repayment of the remaining $400 million of notes due
in December 2024. Although run rate interest costs are expected to
increase by $15-$20 million following the transaction, Perrigo has
sufficient liquidity to cover the additional interest costs. The
increase will also be roughly offset by the reduction in interest
from repaying the $400 million notes due in December 2024 with
cash.                

The ratings affirmation reflects that Perrigo is making good
progress in strengthening its businesses and improving its
operating margins following significant business transformations in
2022 to become a pure play consumer self-care company. These
actions should lead to significant deleveraging and better free
cash flow over the next 12-18 months. The improvement was supported
by pricing increases, volume growth, and operating efficiency
initiatives including the company's supply chain reinvention
program and Project Energize to reduce the company's supply chain
and organizational complexity. Perrigo also received the US Food
and Drug Administration's (FDA) approval to market Opill, the first
over-the-counter (OTC) daily birth control pill available in the
US. The company is investing heavily in marketing and educating
consumers to support the awareness and launch of Opill in 2024, and
management believes it will be earnings accretive in 2025 and
beyond.

However, Perrigo's deleveraging progress is slower than Moody's
previous expectation, partly due to more stringent FDA guidelines
on infant formula that prompted Perrigo to reconfigure its infant
formula facilities in 2024 to better meet the FDA new guidelines.
The facility upgrades benefit the company in the long run, but also
hurt the company's earnings and cash flow in 2024 due to lost
production. The company is making good progress meeting the upgrade
timeline of its infant formula facilities and expects to return
normal production level by end of 2024. In addition, litigation
settlements are a drag on earnings and cash flow in 2024. Perrigo
also expects to spend about $15-20 million of cash costs for the
infant formula facilities remediation plan and about $140-$160
million of cash costs on project Energize including $20-40 million
of reinvestment by the end of 2026. As a result, Moody's expect the
company to generate negative free cash flow in 2024.

Moody's expect the company to reduce debt-to-EBITDA (Moody's
adjusted) to below 5x by end of 2025 from a very high over 9x level
as of June 2024. Deleveraging will be driven by more normalized
infant formula production, the absence of material litigation
settlements, the launch of Opill, expected improvement in private
label product demand, Perrigo's efficiency initiatives and debt
repayment. These same factors should drive an improvement in free
cash flow to about $60-80 million in 2025 with a further increase
anticipated in 2026 and beyond.

Perrigo's SGL-3 speculative grade liquidity rating reflects that
the company's negative free cash flow in 2024 and currently modest
cushion under the credit facility interest coverage covenant. The
company has adequate liquidity to fund operations and upcoming
maturities, supported by the company's $543 million cash on hand as
of June 30, 2024, the receipt of $205 million proceeds in July 2024
from the rare disease business divestiture, and full availability
on the $1 billion revolver. The liquidity provides adequate
coverage of cash needs including repayment of the remaining $400
million notes that mature in December 2024, roughly $35 million of
required annual term loan amortization and about $75-95 million
Moody's expected negative free cash flow in 2024. The negative free
cash flow is largely due to cash costs for the restructuring
programs. Moody's anticipate liquidity will improve as the company
restores positive free cash flow and increases the headroom within
the interest coverage covenant over the next 12-18 months.

The Ba3 ratings on the proposed and existing senior unsecured notes
issued by Perrigo Finance Unlimited Company reflect the benefit
from the guarantee package. The notes are guaranteed on a senior
unsecured basis by Perrigo Company plc and the various subsidiaries
that guarantee the company's senior secured credit facilities. The
unsecured notes ratings are one notch below the Ba2 CFR to reflect
the effective subordination to the material amount of secured
debt.

RATINGS RATIONALE

Perrigo's Ba2 CFR is supported by its leading positions and broad
product portfolio in the relatively stable over-the-counter (OTC)
self-care market in the US and Europe. Perrigo has meaningful scale
in its key product categories, as well as good product and customer
diversity, enhanced by the HRA and Gateway acquisitions in 2022.
Earnings growth is anticipated to outpace revenue growth for the
next few years, driven by cost savings and portfolio mix shifts
towards higher margin products. As the company's portfolio shifted
more to branded products from store brands, Moody's expect the
company will improve its EBITDA margin but face increased
competition at the same time. The rating is constrained by its
elevated gross leverage of roughly 9x debt-to-EBITDA as of June
2024 (about 6.5x if litigation settlements, above normal
restructuring costs, and infant formula remediation costs are added
back to EBITDA). Moody's forecast flat to low single-digit
percentage annual revenue growth and mid-to-high single digit
percentage annual EBITDA growth through 2025.

The ratings reflect Moody's projection that Perrigo will reduce
debt-to-EBITDA to below 5.0x in 2025 supported by earnings growth,
recovery in the infant formula business, absence of material
litigation settlements and the expected repayment of the remaining
$400 million of senior unsecured notes due December 2024 at
maturity with cash. EBITDA improvement is supported by Perrigo's
volume gains in store brands in a more pressured consumer spending
environment, some pricing opportunities, and revenue from new and
refreshed products. Production recovery in the infant formula
business, acquisition synergies and opportunities to improve the
EBITDA margin by significantly reducing the complexity of its
supply chain and organization will also support earnings growth.
Free cash flow will likely be weak in 2024 but shift to positive
$60-80 million in 2025 with additional improvement expected
thereafter.

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

The negative outlook reflects Perrigo's high leverage and currently
weak free cash flow in part due to remediation of the infant
formula business and cash outlays for litigation settlements and
the company's broad restructuring initiatives. The negative outlook
also reflects execution risk for Perrigo to successfully implement
its numerous operational initiatives and reduce debt-to-EBITDA to
below 5.0x in the next 12 to 18 months.

Ratings could be upgraded if Perrigo generates good operating
performance including consistent organic revenue growth, EBITDA
margin improvement, and solid and consistent free cash flow.
Perrigo would also need to sustain debt-to-EBITDA below 4.0x and
maintain good liquidity to be upgraded.
Ratings could be downgraded if substantive deleveraging does not
occur over the next 12-18 months because of factors such as revenue
weakness, higher costs or additional acquisitions. Debt-to-EBITDA
sustained above 5.0x, an inability to restore comfortably positive
free cash flow or a deterioration in liquidity could also lead to a
downgrade.

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

Perrigo Company plc, with registered offices in Dublin, Ireland and
principal executive offices in Allegan, Michigan, develops,
manufactures, and distributes over-the-counter drugs, infant
formulas, and nutritional products. The publicly-traded company
reported revenue of approximately $4.4 billion for the 12-month
ending June 30, 2024.

PERRIGO IRELAND: Fitch Assigns 'BB' Rating to Sr. Unsecured Bond
----------------------------------------------------------------
Fitch Ratings has assigned a 'BB'/'RR4' rating to Perrigo Finance
Unlimited Company's (USD denominated) and Perrigo Ireland 2
Designated Activity Company's (EUR denominated) unsecured bond
offering. Perrigo Company plc will guarantee the bonds. Perrigo
intends to use the net proceeds from the issuance to redeem its
senior unsecured notes due in 2026 and pay down a portion of its
Term Loan B. The Negative Outlook reflects the potential for a
downgrade to 'BB-' should the operating headwinds persist or
Perrigo is unable to stabilize the business and its leverage
profile over the next one to two years.

Key Rating Drivers

Elevated Leverage on Persistent Challenges: Fitch expects Perrigo's
gross EBITDA leverage will be around 6x in 2024 assuming EBITDA
(before the settlement payment described below) is approximately
flat around $0.7 billion, improving to the low 5x range assuming
the repayment of the $0.4 billion of notes toward the end of the
year, and improving further toward 4.5x in 2025 assuming some
margin expansion.

These levels compare to leverage the average of 6.2x over the past
two years following the acquisition of HRA Pharma, which added
three category-leading self-care brands to Perrigo's product
portfolio. Deleveraging post-HRA has been slower than Fitch
previously anticipated due to some inflationary and supply chain
challenges. Margin expansion necessary to stabilize the Outlook
will require the realization of cost synergies from the HRA
transaction (assumed to be at least EUR50 million in annual cost
synergies during 2024, apparently progressing on track) and the
amelioration of the manufacturing issues (described below).

Project Energize Launch: Fitch also notes that Perrigo is
initiating Project Energize, a global investment and efficiency
program. The company expects it to generate annual pre-tax savings
in the range of $140 million to $170 million by 2026, of which the
company will look to reinvest $40 million to $60 million into the
business. Restructuring and related charges associated with these
actions are estimated to be in the range of $140 million to $160
million. The project is expected to result in the net reduction of
approximately 6% of the company's workforce.

Manufacturing Issues Impacting 2024: Fitch expects Perrigo's cash
flow will be pressured by manufacturing issues in 2024 as it was in
2023. Perrigo has now resolved these issues, but these potential
disruptions are expected to hamper revenue in the first half of
2024.

Shareholder Lawsuit Potentially Impacting Cash Flow: Fitch expects
the recently reported shareholder lawsuit settlement ($97 million
agreement related to its largest shareholder lawsuit) to be another
risk to near-term cash flow if it is approved by a federal judge.
While this settlement reduces the uncertainty related to the
company's contingent liability risk profile, it further pressures
cash balances until if and when the issuer receives insurance
proceeds. Fitch's forecast assumes EBITDA of $0.6 billion including
the settlement payment and $0.7 billion excluding the settlement if
recovered or deemed to be nonrecurring.

Scale and Diversification Support Rating: Perrigo's 'BB' category
ratings are supported by its leading position as the largest
manufacturer of private label over-the-counter (OTC) medicines. The
company generates nearly half of its sales from branded products
and half from store brand products when accounting for HRA.

The company's significant scale positions it well to serve a broad
range of customers, including large retailers. Perrigo serves
Walmart, Target, Walgreens, CVS, Sam's Club, Amazon, Costco and a
number of large drug distributors. Walmart is Perrigo's largest
customer and accounts for roughly 12% of sales; the next 10 largest
customers account for 46% of sales. The company generates roughly
64% of its revenue in the U.S. and 36% in Europe.

Consistently Positive FCF: Fitch expects FCF will rebound toward
$100 million in 2025, though it will be pressured in 2024 by the
settlement payment as Fitch has not assumed any insurance proceeds.
Perrigo has historically been a consistent generator of positive
FCF, benefiting from relatively reliable demand, generally stable
margins and relatively manageable capex requirements.

Dependable Demand: Consumer healthcare products and prescription
medicines benefit from relatively reliable demand. Sales tend to be
recession-resistant as most people prioritize healthcare needs. OTC
medicines can be purchased without a physician's prescription and
offer relief for some noncritical medical issues. In addition,
private label brands offer less costly alternatives to brand-name
products, attracting cost-conscious consumers, while at the same
time offering higher margins to retailers. Consumers have been
gradually switching to private label alternatives.

Derivation Summary

Perrigo's 'BB' IDR is a function of the issuer's solid business
profile with leading scale in a generally durable segment, offset
in part by leverage that has been and is expected to remain
elevated. Perrigo's most relevant peer is P&L Development Holdings,
LLC's (CCC), as both manufacture and market private label OTC
healthcare products. Perrigo's rating relative to P&L's is a
function of its scale, diversification, lower leverage and more
manageable refinancing risk.

As compared to other 'BB' category healthcare companies, Perrigo
operates with higher EBITDA leverage and lower margins. In
addition, Perrigo is less innovative versus other product and drug
manufacturers in healthcare.

Key Assumptions

- Revenue grows organically in the low single-digit range in 2025
and beyond assuming it is flat in 2024 due to infant formula volume
issues;

- EBITDA margins increase modestly in 2025 relative to 2023 through
improving sales mix (particularly with nutrition and branded
products), integration related synergies and declining
manufacturing updating costs (with the exception of 2024 when the
$97 million shareholder settlement reduces EBITDA);

- Annual normalized FCF (i.e., excluding the settlement in 2024) of
less than $100 million in both 2024 and 2025;

- Small tuck-in acquisitions targeting OTC products beginning in
2026;

- $400 million to $500 million of debt maturing in 2024 is retired
including $400 million of maturing notes;

- FCF and other material cash inflows of approximately $200 million
in 2025.

RATING SENSITIVITIES

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

- EBITDA leverage is sustained below 4.0x, driven by EBITDA growth
and some debt reduction;

- Near-term M&A is targeted and doesn't negatively affect Perrigo's
deleveraging ability;

- (CFO-capex)/debt sustainably above 10%.

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

- EBITDA leverage sustainably above 4.5x;

- Additional leveraging M&A in the near term;

- (CFO-capex)/debt sustainably below 5%.

Liquidity and Debt Structure

Fitch expects Perrigo to maintain adequate liquidity throughout the
forecast period. At June 30, 2024, Perrigo reported cash of
approximately $543 million and full availability on its $1 billion
revolving credit agreement. Debt maturities are manageable with
$420 million due in 2024 followed by $39 million in 2025, $739
million in 2026 and approximately $3 billion thereafter.

Recovery Analysis

Fitch does not employ a bespoke analysis in recovery ratings at the
'BB-' to 'BB+' IDRs. Perrigo's senior secured bank facility is
considered Category 1 first lien debt. As such, the senior secured
debt is rated 'BBB-'/'RR1', two notches above the IDR. The
unsecured notes are rated 'BB'/'RR4', the same as the IDR.

Issuer Profile

Perrigo is the largest manufacturer of private label OTC medicines.
The company focuses on the quality and affordability of its
products. P&L Development, the second-largest firm in the space, is
significantly smaller and less diversified than Perrigo.

Summary of Financial Adjustments

Fitch includes the tentative $97 million shareholder litigation
settlement as a reduction to its 2024 EBITDA forecast. Should the
company receive any insurance recoveries to offset this cost, Fitch
would increase its 2024 EBITDA by the amount of the recovery.

Date of Relevant Committee

11 April 2024

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

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

ESG Considerations

Perrigo Company plc has an ESG Relevance Score of '4' for Customer
Welfare - Fair Messaging, Privacy & Data Security due to the supply
and quality issues regarding its infant formula manufacturing
facilities, which has a negative impact on the credit profile, and
is relevant to the rating[s] in conjunction with other factors.

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

   Entity/Debt              Rating         Recovery   
   -----------              ------         --------   
Perrigo Finance
Unlimited Company

   senior unsecured     LT BB  New Rating    RR4

Perrigo Ireland 2
Designated Activity
Company

   senior unsecured     LT BB  New Rating    RR4

PRE 22 LOAN: Fitch Assigns 'BB-(EXP)sf' Rating to Class D Notes
---------------------------------------------------------------
Fitch Ratings has assigned RRE 22 Loan Management DAC expected
ratings, as detailed below. The assignment of final ratings is
contingent on the receipt of final documents conforming to
information already reviewed.

   Entity/Debt                      Rating           
   -----------                      ------           
RRE 22 Loan Management DAC

   A-1 XS2901462080             LT AAA(EXP)sf Expected Rating

   A-2 XS2901462247             LT NR(EXP)sf  Expected Rating

   B XS2901462759               LT NR(EXP)sf  Expected Rating

   C-1 XS2901462916             LT NR(EXP)sf  Expected Rating

   C-2 XS2901463211             LT NR(EXP)sf  Expected Rating

   D XS2901463302               LT BB-(EXP)sf Expected Rating

   Performance Notes            LT NR(EXP)sf  Expected Rating

   Preferred Return Notes       LT NR(EXP)sf  Expected Rating

   Subordinated Notes
   XS2901464888                 LT NR(EXP)sf  Expected Rating

The class A-2, B, C-1 and C-2 notes are not rated and their
model-implied ratings (MIRs) are 'AA-sf', 'A-sf', 'BBB-sf' and
'BB+sf', respectively.

Transaction Summary

RRE 22 Loan Management DAC is a securitisation of mainly senior
secured obligations with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to purchase a portfolio with a target par of EUR400
million. The portfolio is actively managed by Redding Ridge Asset
Management (UK) LLP. The collateralised loan obligation (CLO) will
have a reinvestment period of about 4.5 years and an 8.5-year
weighted average life test (WAL test).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 25.

High Recovery Expectations (Positive): At least 96% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.9%.

Diversified Asset Portfolio (Positive): The transaction will
include various concentration limits in the portfolio, including a
fixed-rate obligation limit at 10%, a top 10 obligor concentration
limit at 20% and a maximum exposure to the three largest
Fitch-defined industries at 40%. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.

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

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

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 not affect the class A-1 notes but
would lead to downgrades of no more than one notch for the class D
notes.

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

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

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades, except for the 'AAAsf' notes, 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,
except for the 'AAAsf' notes, may result from stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread to cover losses in the remaining
portfolio.

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

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

DATA ADEQUACY

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for RRE 22 Loan
Management DAC.

In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.

PROVIDUS CLO II: Fitch Affirms 'Bsf' Rating on Class F Notes
------------------------------------------------------------
Fitch Ratings has revised Providus CLO II DAC class B-1-R and B-2-R
notes' Outlook to Positive from Stable, as detailed below.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Providus CLO II DAC

   A-R XS2323296702     LT AAAsf  Affirmed   AAAsf
   B-1-R XS2323297346   LT AA+sf  Affirmed   AA+sf
   B-2-R XS2323298070   LT AA+sf  Affirmed   AA+sf
   C-R XS2323298666     LT A+sf   Affirmed   A+sf
   D XS1905536980       LT BBB+sf Affirmed   BBB+sf
   E XS1905537368       LT BB+sf  Affirmed   BB+sf
   F XS1905537525       LT Bsf    Affirmed   Bsf

Transaction Summary

Providus CLO II DAC is an arbitrage cash flow collateralised loan
obligation (CLO) comprising mostly senior secured obligations. The
portfolio is managed by by Permira Credit Group Holdings Limited
and exited its reinvestment period in January 2023.

KEY RATING DRIVERS

Stable Performance; Shorter Life: Since Fitch's last rating action
in November 2023, the portfolio's performance has been stable. The
transaction is slightly below par. According to the last trustee
report dated 31 July 2024, the transaction was passing all of its
collateral-quality and portfolio-profile tests. The transaction's
stable performance, combined with a shorter weighted average life
(WAL) since November 2023, has resulted in larger break-even
default-rate cushion for all notes, thereby supporting today's
rating action.

Deleveraging Drives Positive Outlook: Expected deleveraging over
the next 12-18 month, combined with larger default-rate buffers at
their ratings, supports the Outlook revision to Positive.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 25.4.

High Recovery Expectations: Senior secured obligations comprise
95.8% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio as reported by the trustee was
66.1%.

Diversified Portfolio: The top 10 obligor concentration as
calculated by Fitch is 16.5%, which is below the 18% covenant
reported by the trustee at end-July 2024, and the largest issuer
represents less than 1.9% of the portfolio balance.

Deviation from MIR: The class F notes are one notch below their
model-implied rating (MIR). The deviations reflect Fitch's view
that the default-rate cushion is not sufficient at the MIR and the
transaction's material exposure to near- and medium-term
refinancing risk. The portfolio has 3.8% of assets maturing by 2025
and 18.3% in 2026, as calculated by Fitch.

Reinvesting Transaction: Although the transaction is outside the
reinvestment period, the manager can continue to reinvest
unscheduled principal proceeds and sale proceeds from
credit-impaired and credit-improved obligations, subject to
compliance with the reinvestment criteria. Given the manager's
ability to reinvest, its analysis is based on a stressed portfolio
testing the Fitch-calculated WAL, Fitch-calculated WARF,
Fitch-calculated WARR, weighted average spread, weighted average
coupon and the fixed-rate asset share to their covenanted limits.
Fitch also applied a haircut of 1.5% to the WARR as the calculation
in the transaction documentation is not in line with its 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
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 Providus CLO II
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 any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.



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

BRIGNOLE CQ 2024: Fitch Assigns 'BB+(EXP)sf' Rating to Cl. X Notes
------------------------------------------------------------------
Fitch Ratings has assigned Brignole CQ 2024 S.r.l. 's asset-backed
securities expected ratings as detailed below.

The assignment of the final ratings is contingent on the receipt of
final documents and legal opinions conforming to the information
already received.

   Entity/Debt         Rating           
   -----------         ------           
Brignole CQ 2024
S.r.l.

   Class A         LT AA(EXP)sf   Expected Rating
   Class B         LT A(EXP)sf    Expected Rating
   Class C         LT BBB(EXP)sf  Expected Rating
   Class D         LT BBB-(EXP)sf Expected Rating
   Class X         LT BB+(EXP)sf  Expected Rating

Transaction Summary

Brignole CQ 2024 is a static securitisation of fully amortising
salary assignment loans (SAL) granted to pensioners, public- and
private-sector employees by Creditis Servizi Finanziari S.p.A.
(Creditis), which is owned by Chenavari Credit Partners LLP through
Columbus HoldCo. The transaction follows the unwinding of the
predecessor Brignole CQ 2022 S.r.l., the portfolio of which will
form around 50% of the Brignole CQ 2024 portfolio.

KEY RATING DRIVERS

Significant Public-Sector Exposure: The public sector exposure at
closing will be above 33% of the portfolio outstanding balance. The
portfolio will comprise salary and pension assignment loans and
delegation of payments (collectively SAL) granted to pensioners
(65.6%), public-sector employees (22.5%) and private-sector
employees (11.8%). Fitch has set a weighted average (WA) lifetime
base-case default rate of 8.2%. Life defaults are mainly related to
pensioners, whereas non-life defaults drive defaults for public-
and private-sector borrowers.

Sovereign Adjustment Factor Applies: Fitch applied a sovereign
adjustment factor (SAF) of 1.30x to non-life default multiples at
'AAsf' for public-sector borrowers and pensioners to consider SAL's
heightened dependence on, and interconnectedness with, the Italian
sovereign. Fitch has derived a non-life WA stress multiple,
including the SAF, of 5.5x at 'AAsf' to the lifetime base-case
default rate. Life defaults are not stressed across the rating
scale.

Mandatory Insurance Increases Recoveries: The underlying loans
benefit from mandatory insurance (life or unemployment, as
applicable). Fitch has assigned a WA base-case recovery rate of
89.8%, which includes expected recoveries derived from insurance
policies as well as unsecured recoveries related to non-insured
default events. The 'AAsf' 29.7% recovery rate is determined by
applying a 55% haircut to unsecured uninsured recoveries and
haircuts that are commensurate with insurers' ratings for insured
recoveries in accordance with Fitch's criteria.

Sequential Switch Mitigates Pro-Rata Repayment: The class A to D
notes can repay pro-rata until a sequential redemption event occurs
if, among other events, the cumulative gross default ratio exceeds
certain thresholds. The mandatory switch to sequential paydown when
the outstanding collateral balance falls below 10% mitigates tail
risk. In its expected case, Fitch believes the switch to sequential
amortisation is unlikely until the 10% collateral balance trigger
is breached, given the gap between its expectations for the
portfolio's performance and defined triggers.

Payment Interruption Risk Mitigated: Payment interruption risk is
mitigated for the senior notes as at least six months of the class
A to D interest payments and senior expenses are protected. In its
assessment, Fitch considered the transaction's reserve fund and a
buffer of more than five years between the legal final maturity of
the notes and the last maturing loan in the portfolio. Fitch has
assumed that payments from private-sector borrowers will continue
to be made, in a scenario of salary and pension delays owing to
sovereign distress.

Excess Spread Dependence: The class X notes are not collateralised
and the related interest and principal will be paid from available
excess spread. The class X notes will start amortising from the
issue date according to a schedule. Excess spread notes are
typically sensitive to underlying loan performance and prepayments
and cannot achieve a rating higher than 'BB+sf'.

'AAsf' Sovereign Cap: Italian structured finance transactions are
capped at six notches above the rating of Italy (BBB/Stable/F2),
which is the case for the class A notes. No additional rating cap
applies because the portfolio's top 10 employers, excluding pension
providers, represents less than 20% of the portfolio balance.

RATING SENSITIVITIES

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

The rating of the class A notes is sensitive to changes in Italy's
Long-Term Issuer Default Rating (IDR). A downgrade of Italy's IDR
and a downwards revision of the 'AAsf' rating cap for Italian
structured finance transactions would trigger a downgrade of the
notes.

Fitch found that a simultaneous increase in the default base case
by 25%, and a decrease in the recovery base case by 25%, would lead
to downgrades of up to four notches for all the notes.

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

An upgrade of Italy's IDR and an upwards revision of the 'AAsf'
rating cap for Italian structured finance transactions could
trigger an upgrade of the notes, provided sufficient credit
enhancement is available to withstand stresses at a higher rating.

A simultaneous decrease in the default base case by 25% and an
increase in the recovery base case by 25% would lead to upgrades of
up to five notches for all notes except for the class A notes.

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

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

RED & BLACK AUTO: Fitch Affirms 'BB+sf' Rating on Class E Notes
---------------------------------------------------------------
Fitch Ratings has affirmed Red & Black Auto Italy S.r.l. -
Compartment 2 ratings as detailed below. The Outlook is Stable.

   Entity/Debt                  Rating           Prior
   -----------                  ------           -----
Red & Black Auto Italy
S.r.l. - Compartment 2

   Class A1 IT0005560252    LT AAsf   Affirmed   AAsf
   Class B IT0005560278     LT A+sf   Affirmed   A+sf
   Class C IT0005560286     LT BBB+sf Affirmed   BBB+sf
   Class D IT0005560294     LT BBB-sf Affirmed   BBB-sf
   Class E IT0005560302     LT BB+sf  Affirmed   BB+sf

Transaction Summary

The transaction is the second securitisation of Italian auto loan
receivables in the Red & Black Auto Italy series. The receivables
consist of fully amortising loans granted by Fiditalia S.p.A., a
non-captive lender ultimately owned by Société Générale S.A.
(SG, A-/Positive/F1).

KEY RATING DRIVERS

Performance in Line with Expectations: The portfolio includes loans
to buy auto (new and used) and transaction performance has been
broadly in line with Fitch's expectations. Fitch assumes base-case
default and recovery rates of 1.9% and 22%, respectively. At the
payment date of June 2024, 90+ arrears and cumulative gross
defaults were at 0.37% and 0.07%, respectively.

Initial Sequential Period Provides Support: The class A1 to E notes
will switch from sequential to pro-rata paydown once credit
enhancement (CE) for the class A1 and A2 notes reaches 12% (it is
currently 10.5%). The initial sequential amortisation allows some
CE build-up to support the rated notes when pro-rata kicks in,
under Fitch's various scenarios. The notes will switch back to
sequential if gross cumulative defaults exceed 2.3% or if an
uncured principal deficiency ledger (PDL) is higher than 0.5% of
the original portfolio balance. Fitch views the PDL trigger as
tight enough to limit the length of the pro-rata period at high
rating scenarios.

Decreasing Rates Most Stressful Scenario: The transaction has a
fixed-to-floating rate swap to hedge the interest-rate risk between
fixed-rate assets and floating-rate liabilities. The
special-purpose vehicle (SPV) will be paying a fixed rate and
receiving one-month Euribor, with no floor, on the aggregated
outstanding balance of the class A1 to E notes. In its decreasing
rate scenarios, Euribor is negative up to 0.65%. These scenarios
are the most stressful in its cash flow modelling as the SPV will
be paying the fixed rate plus the negative Euribor.

'AAsf' Sovereign Cap: The class A1 notes are rated at their highest
achievable rating, six notches above Italy's sovereign rating
(BBB/Stable/F2), which is the cap for Italian structured finance
and covered bonds.

RATING SENSITIVITIES

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

A downgrade of Italy's Issuer Default Rating (IDR) and the related
rating cap for Italian structured finance transactions, currently
'AAsf', could trigger a downgrade of the class A1 notes' rating.

Unexpected increases in the frequency of defaults or decreases in
recovery rates could produce larger losses than the base case and
result in a negative rating action on the notes. For example, a
simultaneous increase in the default base case by 25% and a
decrease in the recovery base case by 25% would lead to downgrades
of up to two notches for the class A1 to E notes.

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

An upgrade of Italy's IDR and the related rating cap for Italian
structured finance transactions, currently 'AAsf', could trigger an
upgrade of the class A notes' ratings if available CE is sufficient
to withstand stresses associated with higher ratings.

For the class B to E notes, an unexpected decrease in the frequency
of defaults or increase in recovery rates leading to smaller losses
than the base case could result in a positive rating action. For
example, a simultaneous decrease in the default base case by 25%
and increase in the recovery base case by 25% would lead to
upgrades of up to three notches for the class B to E notes.

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

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

DATA ADEQUACY

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

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

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

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

ESG Considerations

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



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

CONNECT FINCO: Fitch Assigns 'BB+' Rating to New Sr. Secured Notes
------------------------------------------------------------------
Fitch Ratings has assigned a 'BB+' rating to Viasat, Inc's (Viasat)
proposed $1,250 million of senior secured notes offering due in
2029. The notes will be jointly issued by Connect Finco SARL and
Connect U.S. Finco LLC (together referred to as Inmarsat). Net
proceeds from these notes will be used to repay in part the
existing 6.75% senior secured notes due in 2026 and pay related
fees and expenses. Fitch expects the transaction to be
substantially leverage neutral.

Viasat's ratings reflect the company's stable revenue growth,
increasing EBITDA margins from the Inmarsat acquisition and related
synergies, and declining EBITDA leverage. Viasat's ratings are on
Negative Rating Outlook reflecting Fitch's expectation that the
company will be FCF negative until FY 2026, although the agency
expects an improving FCF trajectory.

Key Rating Drivers

Leverage Expectations: Fitch estimates Viasat's gross EBITDA
leverage will approximate 5.8x at FYE 2024 (net leverage 4.7x,
reflecting a high cash balance from the proceeds of the tactical
data link business -- TDL or Link 16 -- sale in early 2023 and $420
million of assumed insurance proceeds in FY24). Fitch expects
leverage to gradually decline to near mid-4x by FY 2026 (ending in
March 2026), well within the agency's current 5x leverage
sensitivity. Fitch expects the company to carry high cash balances
at least until 2025 when it expects Viasat will use a portion of
the cash to repay $700 million of unsecured notes at maturity.

FCF Deficits from High Capex: Viasat is in the midst of a high
capex period as it builds three third-generation, high-throughput
satellites at a total cost of $2 billion or more. The first,
ViaSat-3 Flight 1 (VS-3 F1), was launched in April 2023, but was
impaired due to a problem with reflector deployment. VS-3 F1
entered service in July 2024. Fitch expects capex to remain high
but decrease from current levels, as ViaSat-3 Flight 2 (VS-3 F2)
and ViaSat-3 Flight 3 (VS-3 F3) are launched. The company is also
constructing three other Ka-band satellites acquired from
Inmarsat.

Viasat expects VS-3 F3 to enter commercial service in mid to late
2025, while the launch of VS-3 F2 is expected to enter commercial
service in late 2025. Fitch expects the company to be FCF negative
until FY 2026, which is a driver of the Negative Outlook.

Inmarsat Merger: Viasat's merger with Inmarsat is neutral to its
credit profile. The merger provides scale and growth opportunities
in mobility and government end-markets, diversifies Viasat's
revenue geographically, and increases recurring revenues. Fitch
estimates gross leverage to rise temporarily to over 5x. However,
revenue growth opportunities with the capacity boost from
subsequent satellite launches, and increased EBITDA margins due to
inclusion of Inmarsat's higher margin business, combined with
synergies, provides opportunities to rapidly deleverage over the
rating horizon.

The EBITDA margins increase from near 20s to low 30s, as Inmarsat's
EBITDA margins are significantly higher than standalone Viasat's
EBITDA margins. This is because Inmarsat was less vertically
integrated and did not have high development costs like Viasat, and
due to the absence of lower margin fixed broadband business. The
integration remains on track and realization of synergies is
expected to be ahead of plan as the company announced labor actions
in 3Q24 resulting in approximately $100 million of expected savings
beginning FY 2025.

Execution Risk: Viasat is in the construction phase of a
three-satellite constellation (two remaining) that will require the
company to execute on the construction phase of the remaining
satellites and Inmarsat's in-construction satellites. In addition,
the company will need to execute on growth strategies once the
satellites are in service to sustain EBITDA and cash flow growth.
Fitch expects the company will benefit from a strong revenue
backlog, as well as from the additional global markets opened up by
the ViaSat-3 satellites and Inmarsat acquisition.

Revenue Backlog: Viasat had a $3.6 billion backlog at June. 30,
2024. The company does not include amounts in its backlog if the
company does not have purchase orders. As of June 30, 2024, Viasat
provides in-flight connectivity (IFC) services to approx. 3750
active commercial aircraft, with 1,460 aircraft in its backlog. A
majority of the company's IFC contracts are for a period of five to
10 years, with varying levels of penalties associated with a
termination for convenience.

High Industry Competition: Fitch expects Viasat to face significant
competition in satellite services from low-earth orbit satellite
networks in development. Fitch expects Viasat will have a material
advantage in cost/bit capacity and leveraging its existing business
platform, while being disadvantaged by latency.

Viasat benefits from vertical integration, which drives cost
efficiencies. The company operates from a strong competitive
position within certain business segments, primarily the satellite
services segment where existing competitors may have weaker
financial profiles or technology positions. Its share in the North
American narrow-body market has grown significantly over the past
several years. With the Inmarsat acquisition, Fitch expects the
company will significantly increase its share in mobility (IFC and
maritime) and reduce highly competitive fixed broadband revenue
share in the total mix.

In the government systems and commercial networks segments, Viasat
has a relatively strong competitive position with its product
portfolio, but faces competition from higher rated companies with
stronger and more diversified businesses.

Parent Subsidiary Linkage: Fitch equalizes the ratings of Viasat
and Inmarsat based on high strategic and operational incentives but
low legal incentives. There are high strategic and operational
incentives given the substantial size and scale of Inmarsat such
that avoidance costs will be substantial. Both companies operate in
Ka-band, providing for integrated network opportunities. However,
the absence of guarantees results in moderately weaker legal
incentives. Fitch also equalizes ratings of Viasat and Viasat
Technologies Limited based on high legal, strategic and operational
linkages.

Derivation Summary

In the Government Systems and Commercial Systems segments, Viasat
competes against higher rated companies that have access to much
greater resources. In the Government Systems segment, Viasat's
major competitors in the manufacture of defense electronics include
BAE Systems plc (BBB+/Stable) and Collins Aerospace.

In the Commercial Networks segment, the company competes against
much larger companies, including Airbus SE (A-/Positive), General
Dynamics, L3Harris Technologies (BBB+/Stable) and MAXAR
Technologies.

In the satellite services business, as a provider of communications
infrastructure, comparable businesses include Intelsat Jackson
Holdings S.A. (BB-/Rating Watch Positive) and several companies
unrated by Fitch, such as Telesat Canada and SBA Communications.
Unlike some of these companies, Viasat provides services directly
to consumers in its satellite services segment. SpaceX is also
providing services directly to consumers.

Given Viasat's vertically integrated strategy, which not only
includes satellite services, but the development and manufacture of
equipment, its EBITDA margins are lower than the pure service
providers. The company's vertical integration provides a
competitive advantage over pure services providers.

In the in-flight connectivity segment, Viasat competes against
Intelsat, which acquired GoGo Inc., Anuvu (formerly Global Eagle
Entertainment), Panasonic Avionic Corporation, SpaceX and others.

Key Assumptions

- Revenue just over $4 billion for FY 2024 following Inmarsat
acquisition close on May 30, 2023 and sale of Link 16 business in
January 2023.

- Adjusted EBITDA margins for the combined business are assumed in
near 32% for FY 2024 and expected to increase to 33%-34% range over
the forecast as acquisition synergies are realized;

- Capex in FY24 is expected in $1.6 billion-$1.7 billion range, and
expected to decline in FY 2025 to approximately $1.3 billion -$1.4
billion;

- Fitch has assumed $770 million of proceeds from insurance claims
on loss of ViaSat-3 Americas and I6-F2 satellite.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade--Sustained positive FCF generation such that
(CFO-capex)/debt approaches 7.5%;

- EBITDA leverage sustained below 4.0x.

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

- (CFO-capex)/debt sustained below 4%, combined with an inability
to fund capex in the capital markets on economic terms;

- EBITDA leverage sustained above 5.0x;

- Material delays or issues with respect to anticipated satellite
launches, or delays in achieving revenue and EBITDA growth from
future satellites due to business or competitive reasons.

Liquidity and Debt Structure

Liquidity: Viasat's liquidity is relatively strong given its cash
balances and availability on its revolver, and is partly offset by
FCF deficits. At June 30, 2024, cash and cash equivalents amounted
to approximately $1.8 billion, including the receipt of $1.8
billion in net proceeds from the January 2023 sale of the Link 16
business.

At June 30, 2024, Viasat had approximately $1.1 billion of combined
availability under Viasat's and Inmarsat's undrawn revolving
facilities. The company used a portion of the proceeds from the
sale of the Link 16 business to repay all-then outstanding
borrowings on the $700 million Viasat revolver (before reduction).

Fitch expects Viasat to maintain cash and utilize liquidity to meet
the 2025 maturity of $700 million of unsecured notes. In addition,
Fitch expects capex to peak in FY 2024 and gradually decline as the
company completes the construction of the remaining two VS-3
satellites. Fitch expects Viasat to start generating positive FCF
in FY 2026.

Viasat completed the acquisition of Inmarsat using the $1.6 billion
of financing commitments it had in place in connection with the
pending acquisition. The company used the proceeds from the new
term loan B due 2030 and the bridge unsecured notes facility for
the Inmarsat transaction, including related fees and expenses, and
for general corporate purposes. Viasat replaced the bridge
financing with a permanent financing comprising of unsecured notes
in the same amount.

Viasat assumed approximately $3.8 billion of Inmarsat's debt.
Inmarsat debt was entirely senior secured, comprising of a $700
million revolver due 2024, $1.7 billion term loan due 2026 and $2.1
billion of senior secured notes due 2026. Viasat does not guarantee
Inmarsat's debt. Fitch expects Viasat will maintain, at least for
the time being, two separate debt silos: Viasat credit group and
Inmarsat credit group. There are no cross guarantees between the
two debt silos.

Viasat also has $29 million outstanding under an Ex-Im credit
facility, a senior secured direct loan facility put in place
primarily to fund the construction, launch and insurance of the
VS-3 F2 satellite.

The company is required by the terms of its senior secured credit
facilities to have insurance on 75% of the net book value of
certain covered satellites. The company has in-orbit insurance on
the ViaSat-2, ViaSat-1, WildBlue-1 and the Anik F2 satellites.

Issuer Profile

Viasat, Inc. is a vertically integrated technology provider, with
an end-to-end platform of high-capacity satellites, ground
infrastructure and user terminals to enterprise, government and
consumer users. On May 30, 2023, Viasat completed the acquisition
of Connect Top Co Limited (Inmarsat), becoming one of the largest
satellite companies globally.

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.

Date of Relevant Committee

16 January 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

   Entity/Debt              Rating          Recovery   
   -----------              ------          --------   
Connect Finco SARL

   senior secured        LT BB+  New Rating   RR1

Connect U.S. FinCo LLC

   senior secured        LT BB+  New Rating   RR1



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

DTEK RENEWABLES: Fitch Cuts IDR to 'RD' Then Upgrades to 'CC'
-------------------------------------------------------------
Fitch Ratings has downgraded DTEK Renewables B.V.'s Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDR) to
'Restricted Default' (RD) from 'C', following the execution of its
consent solicitation, which Fitch views as a distressed debt
exchange (DDE).

Fitch has simultaneously upgraded the IDRs to 'CC', reflecting DTEK
Renewables' post-restructuring profile with continuing high default
risk.

Key Rating Drivers

Consent Solicitation Constitutes DDE: Fitch regards DTEK
Renewables' consent solicitation for its notes as a DDE, as the
restructuring imposes a material reduction in terms compared with
the original contractual terms, including an extension of the
maturity of the notes by three years to 12 November 2027, and also
because the restructuring was conducted by the issuer to avoid a
probable default.

However, Fitch deems default as still very likely after the DDE, as
the company remains in severe distress, including harsh operational
disruptions due to the war. In addition, its liquidity is
constrained by limitations under the National Bank of Ukraine (NBU)
foreign-exchange (FX) transfer moratorium to make capital
repayments of bonds issued abroad.

Amended Moratorium on Foreign-Currency Payments: The NBU FX
transfer moratorium restricting the company's ability to transfer
funds out of Ukraine to finance payments under the notes was
relaxed on 10 July 2024. DTEK Renewables and other Ukrainian
companies will be able, under certain conditions, to send cash
abroad by means of dividends to service coupon payments of bonds
issued abroad, but not capital repayments. The company has so far
not been granted an exception to the FX transfer moratorium for any
capital repayments.

Weak Liquidity: The company has sufficient cash, held in Ukraine
and abroad, for the next bond coupon payments of about EUR14
million each in November 2024, in May and in November 2025 and in
2026. However, in case of intensified operational disruptions,
including shelling of its energy-generating assets, reduced
settlements from Guaranteed Buyer State Enterprise (Guaranteed
Buyer SE) or higher-than-expected capex, cash generated by DTEK
Renewables may prove insufficient to cover debt service under the
bonds.

Negotiations to Defer Loan Repayment: DTEK Renewables has been
paying interests on its project finance debt but it has not made
any capital repayments.. Also, under the FX moratorium DTEK
Renewables cannot service is equipment supply agreement for
Nikopolska power plant, resulting in overdue two capital and
interest payments in 2024, although it had sufficient cash for them
and is discussing with the creditor the timing for settlement of
payments.

Protracted War: Given the ongoing conflict, DTEK Renewables'
operational and financial performance remains conditional on the
war's developments and its related impact on the energy market in
Ukraine, including the financial and liquidity position of main
energy-market participants.

Partially Operating Installed Capacity: Fitch assumes that DTEK
Renewables will continue to operate the plants it currently
controls, with installed capacity of 561MW, including its solar
plants and Tiligulska Wind Electric Plant, with total electricity
production averaging 1,070 GWh annually in 2024-2026. Some 500 MW
aggregate nominal capacity remains on uncontrolled territories with
no operations. Out of the operating assets, only the solar plant of
Nikopol (200MW) does not guarantee the bonds.

Strained but Improving Cash Flow: Tiligulska Wind Electric Plant,
which switched to the market premium (FiP) mechanism in April 2024,
will continue to sell its energy output (about 30% of DTEK
Renewables' total output) on the day-ahead market. Under the FiP
receivables are settled within few days and with the guaranteed
buyer covering the difference between the day-ahead market price
and the feed-in-tariff. This should continue to support DTEK
Renewables' cash flow, including for coupon payments. Its rating
case assumes moderately low capex and slightly positive free cash
flows (FCF) in 2024-2026.

Settlements from Guaranteed Buyer: Fitch also assumes that
settlements from the Guaranteed Buyer SE will average 70% for the
outstanding amounts due with possible extra repayments for previous
periods. As of 30 August 2024, the weighted average of settlements
by Guaranteed Buyer SE was 60% of amounts due versus 49% in 1H23.
Guaranteed Buyer SE owed a total aggregate amount of EUR59.9
million to DTEK Renewables as of 30 August 2024.

Payments by Guaranteed Buyer SE, which offtakes about 70% of
electricity generated by DTEK Renewables, have slightly improved in
2024 but remain conditional on the overall energy market in Ukraine
and liquidity support from international financial institutions.

Derivation Summary

In Fitch's view the company's liquidity metrics and the constraints
of the current operating environment are in line with the 'CC'
category, which indicates very high credit risk.

Key Assumptions

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

- Operations and available assets maintained at current levels in
2024-2026, including solar plants and the Tiligulska Wind Electric
Plant with increased capacity to 114MW from May 2023

- Electricity production to remain at current levels to 2026
following the commissioning of the 114 MW Tiligulska Wind Electric
Plant in May 2023, averaging 1,070 GW annually (about 50% lower
than in pre-war times)

- Collection of receivables from Guaranteed Buyer SE at 70% of the
amounts due and 100% collection of receivables of Tiligulska Wind
Electric Plant

- Capex limited to maintenance with all development projects
postponed

Recovery Analysis

Key Recovery Rating Assumptions

- The recovery analysis assumes that DTEK Renewables would be a
going concern (GC) in bankruptcy and that the company would be
reorganised rather than liquidated

- A 10% administrative claim

- Its assumptions cover the guarantor group only, which comprises
DTEK Renewables and certain subsidiaries and excludes the operating
solar plant Nikopol

- Its GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the valuation
of the company

- Its estimate of GC EBITDA of subsidiaries - Orlivska Wind Farm,
Pokrovska Solar Farm and Tryfonivska Solar Farm and Tiligulska Wind
Electric Plant - of about EUR45 million is factored into its GC
EBITDA for DTEK Renewables

- The enterprise value multiple is 3x

- These assumptions result in a recovery rate for the senior
unsecured debt at 'RR4' with a waterfall- generated recovery
computation of 38%, indicating a 'CC' instrument rating

RATING SENSITIVITIES

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

- Cessation of military operations and resumption of normal
business operations with stabilisation of cash flow and an improved
liquidity position

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

- The rating would be downgraded on signs that a default-like
process has begun (for example, a formal launch of another debt
exchange proposal involving a material reduction in terms to avoid
a traditional payment default)

- Non-payment of coupon or debt obligations, or steps towards
further debt restructuring would result in a downgrade

- The IDR would be downgraded to 'D' if DTEK Renewables enters into
bankruptcy filings, administration, receivership, liquidation or
other formal winding-up procedures, or ceases business

Liquidity and Debt Structure

At end-2023 DTEK Renewables had EUR499.3 million of debt
outstanding, including EUR280.6 million of green bonds and EUR13.8
million of bank debt at subsidiaries within the guarantor group. At
end-2023 DTEK Renewables had about EUR130 million of cash and cash
equivalents, with the majority placed within the guarantor group.
This was against total debt maturities of EUR61 million in 2024
under the original debt documentation, with no capital repayments
under the guarantor group following the consent solicitation
executed in August.

Issuer Profile

DTEK Renewables is the owner of wind and solar power generation
assets in Ukraine with a 1,064MW capacity.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                 Rating           Recovery   Prior
   -----------                 ------           --------   -----
DTEK Renewables
Finance B.V.

   senior unsecured    LT        CC  Upgrade      RR4      C

DTEK Renewables B.V.   LT IDR    RD  Downgrade             C
                       LT IDR    CC  Upgrade               RD
                       LC LT IDR RD  Downgrade             C
                       LC LT IDR CC  Upgrade               RD

IGT LOTTERY: Moody's Rates New EUR500MM Senior Secured Notes 'Ba1'
------------------------------------------------------------------
Moody's Ratings assigned a Ba1 rating with stable outlook to IGT
Lottery Holdings B.V.'s ("IGT Lottery") proposed EUR500 million
senior secured notes offering due 2030. IGT Lottery is a subsidiary
of International Game Technology PLC ("IGT"). IGT's Ba1 Corporate
Family Rating, Ba1-PD Probability Default Rating, and existing Ba1
senior secured notes rating are unchanged. IGT's Speculative Grade
Liquidity rating remains SGL-1 and its outlook is stable.

Proceeds from the proposed Euro 500 million senior secured notes
offering, which will be guaranteed by IGT and pari passu with IGT's
existing senior secured debt, will be used to redeem IGT's 6.5%
senior secured notes due 2025, pay related fees and expenses, and
general corporate purposes. The proposed refinancing is largely
leverage neutral, and pushes out a portion of the company's
upcoming maturities.

RATINGS RATIONALE

International Game Technology PLC's credit profile (Ba1 stable)
reflects its large and stable revenue base with high barriers to
entry. IGT is concessionaire of Italy's instant ticket lottery,
which is the world's largest, and Italy's draw based lottery, and
holds facility management contracts with some of the largest
lotteries in the US. In addition, the company's debt-to-EBITDA
leverage is low relative to peers, and Moody's expect it will
remain at or below the 3.5x range (Moody's adjusted). However,
gaming is cyclical and dependent on discretionary consumer
spending. IGT can reduce spending on game development when revenue
weakens, but the need to retain a skilled workforce contributes to
high operating leverage on the gaming operations business. IGT
focuses on accelerating growth by investing in various lottery
contract extensions and in digital and betting. Lottery renewals
require capital and some significant upfront cash payments (Italian
contracts). These factors along with the company's shareholder
dividend and minority interest dividends will create considerable
uses of cash in the future. The company recently announced the
planned sale of its Gaming & Digital business and intends to repay
$2 billion of debt with sale proceeds.

The stable outlook reflects Moody's expectation that the sustained
performance the business exhibited recently will continue. The
stable outlook also incorporates the company's good liquidity and
Moody's expectation that debt-to-EBITDA leverage will remain at or
below the 3.5x level (Moody's adjusted).

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

The rating could be upgraded if operations continue to improve such
that debt-to-EBITDA leverage is sustained below 3.0x, with
consistent and meaningfully positive free cash flow and a
commitment to maintaining low leverage.

The rating could be downgraded if liquidity deteriorates, or if
Moody's anticipate IGT's earnings or discretionary consumer
spending to decline. Debt-to-EBITDA leverage sustained over 3.75x
could also result in a downgrade.

International Game Technology PLC is a global leader in gaming,
from lotteries and gaming machines to sports betting and digital.
The publicly traded company operates under two business segments:
Global Lottery and Gaming & Digital. The company is publicly traded
and consolidated revenue for the last twelve-month period ended
June 30, 2024 was approximately $4.3 billion. International Game
Technology has corporate headquarters in London, and operating
headquarters in Rome, Italy; Providence, Rhode Island; and Las
Vegas, Nevada.

The principal methodology used in this rating was Business and
Consumer Services published in November 2021.



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

AUTO ABS 2024-1: Fitch Assigns 'B(EXP)sf' Rating to Class E Notes
-----------------------------------------------------------------
Fitch has assigned Auto ABS Spanish Loans 2024-1, Fondo de
Titulizacion expected ratings.

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

   Entity/Debt            Rating           
   -----------            ------           
Auto ABS Spanish
Loans 2024-1, Fondo
de Titulización

   Class A            LT AA(EXP)sf   Expected Rating
   Class B            LT A(EXP)sf    Expected Rating
   Class C            LT BBB-(EXP)sf Expected Rating
   Class D            LT BB(EXP)sf   Expected Rating
   Class E            LT B(EXP)sf    Expected Rating
   Class F            LT NR(EXP)sf   Expected Rating

Transaction Summary

Auto ABS Spanish Loans 2024-1, Fondo de Titulización is a
three-month revolving securitisation of Spanish auto loans
originated by Stellantis Financial Services Spain, E.F.C., S.A.
(SFS Spain), a captive lender resulting from a joint venture
between Stellantis N.V. (BBB+/Positive/F2) and Santander Consumer
Finance, S.A. (SCF, A-/Stable/F2).

KEY RATING DRIVERS

Residual Value Risk: Of the portfolio balance, 65.4% will be linked
to balloon loans granted to individuals for the purchase of new
cars, on which borrowers have the option to deliver the vehicle to
discharge the final balloon instalment (ie residual value, RV).
Fitch assumed an RV exposure of 78.6% of the total balloon loan
balance at the end of the revolving period. In Fitch's base case,
an RV loss has been calibrated assuming car sale proceeds of 100%
of the final balloon instalments, and median haircuts applied to
derive rating stresses. RV losses of 11.4% of the total portfolio
balance are applied at 'AAsf'.

Asset Assumptions Reflect Mixed Portfolio: The securitised
portfolio will include loans for the acquisition of new and used
cars. Fitch calibrated asset assumptions for each product
separately, reflecting different performance expectations. Fitch
has assumed base-case lifetime default and recovery rates of 3.4%
and 60.0% respectively, for the blended stressed portfolio, based
on the historical data provided by the originator, Spain's economic
outlook and SFS Spain's underwriting and servicing strategies.

Short Revolving Period: The transaction will feature a short
revolving period of only three months until December 2024, which is
shorter than the typical length observed in comparable EU
securitisations. Fitch sees a limited risk of portfolio migration
to weaker attributes, as only about 5% of the pool is expected to
be replenished, and is sufficiently captured by the default
multiples calibrated for the rating analysis.

Pro-Rata Notes Amortisation: After the revolving period, the class
A to E notes will be repaid pro rata until a subordination event
occurs, which would switch to strictly sequential amortisation. One
of such events would be a cumulative balance of losses exceeding
its defined trigger. Fitch views such a trigger as robust enough to
prevent pro-rata amortisation from continuing on early signs of
performance deterioration. Fitch also believes the tail risk posed
by the pro-rata paydown is also mitigated by a mandatory switch to
sequential amortisation when the outstanding collateral balance
falls below 10% of the initial balance.

Counterparty Cap Ratings: The maximum achievable rating of this
transaction is 'AA+sf' under Fitch's criteria, due to the
transaction account bank (TAB) and swap provider minimum
eligibility ratings of 'A-' or 'F1', which are insufficient to
support a 'AAAsf' rating.

Liquidity Protection Mitigates Servicing Disruption: Servicing
disruption risk is mitigated by dedicated cash reserves that cover
senior costs, net swap payments and interest on the class A to E
notes for the payment interruption period, providing sufficient
time to resume collections by a replacement servicer. While no
back-up servicer will be appointed at closing date, the management
company will act as a back-up servicer facilitator.

RATING SENSITIVITIES

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

- Long-term asset performance deterioration such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape

This section provides insight into the model-implied sensitivities
the transaction faces when one assumption is modified, while
holding others equal. The modelling process uses the modification
of these variables to reflect asset performance in upside and
downside environments. The results below should only be viewed as
one potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

Sensitivity to Increased Defaults:

Current ratings (class A/B/C/D/E): 'AA(EXP)sf' / 'A(EXP)sf' /
'BBB-(EXP)sf' / 'BB(EXP)sf / 'B(EXP)sf'

Increase defaults by 10%: 'AA-(EXP)sf' / 'A(EXP)sf' / 'BBB-(EXP)sf'
/ 'BB(EXP)sf / 'B(EXP)sf'

Increase defaults by 25%: 'AA-(EXP)sf' / 'A(EXP)sf' / 'BBB-(EXP)sf'
/ 'BB(EXP)sf / 'B(EXP)sf'

Increase defaults by 50%: 'A+(EXP)sf' / 'A-(EXP)sf' / 'BBB-(EXP)sf'
/ 'BB-(EXP)sf / 'B-(EXP)sf'

Sensitivity to Reduced Recoveries:

Reduce recoveries by 10%: 'AA-(EXP)sf' / 'A(EXP)sf' / 'BBB-(EXP)sf'
/ 'BB(EXP)sf / 'B(EXP)sf'

Reduce recoveries by 25%: 'AA-(EXP)sf' / 'A-(EXP)sf' / 'BB+(EXP)sf'
/ 'BB-(EXP)sf / 'B-(EXP)sf'

Reduce recoveries by 50%: 'A+(EXP)sf' / 'BBB+(EXP)sf' /
'BB+(EXP)sf' / 'B(EXP)sf / 'CCC(EXP)sf'

Sensitivity to Increased Defaults and Reduced Recoveries:

Increase defaults by 10%, reduce recoveries by 10%: 'AA-(EXP)sf' /
'A(EXP)sf' / 'BBB-(EXP)sf' / 'BB-(EXP)sf / 'B-(EXP)sf'

Increase defaults by 25%, reduce recoveries by 25%: 'A+(EXP)sf' /
'A-(EXP)sf' / 'BB+(EXP)sf' / 'B+(EXP)sf / 'CCC(EXP)sf'

Increase defaults by 50%, reduce recoveries by 50%: 'A-(EXP)sf' /
'BBB(EXP)sf' / 'BB(EXP)sf' / 'B-(EXP)sf / 'NRsf'

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

- For the senior notes, modified TAB and derivative provider
minimum eligibility rating thresholds compatible with 'AAAsf'
ratings under Fitch's Structured Finance and Covered Bonds
Counterparty Rating Criteria

- Credit enhancement ratios increase as the transaction
deleverages, allowing notes to fully absorb the credit losses and
cash flow stresses commensurate with higher ratings

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

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

GREEN BIDCO: Fitch Lowers LT IDR to 'B-', Placed on Watch Negative
------------------------------------------------------------------
Fitch Ratings has downgraded Green Bidco, S.A.U.'s (Amara)
Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. Fitch has
also downgraded its senior secured notes to 'B-' from 'B+' and
revised its Recovery Rating to 'RR4' from 'RR3'. All ratings are
placed on Rating Watch Negative (RWN) pending further review.

The downgrade reflects the group's significantly weaker performance
compared with its prior rating case with key credit metrics outside
of its previous rating sensitivities for 2024-2028. Despite an
increase in revenue for wind or smart grids, Amara was hit by lower
price and demand for solar panels and lower revenue from its
contract with Iberdrola, S.A. (BBB+/Stable), which generated about
EUR70 million revenue in 2023. The company also incurred additional
debt.

The RWN reflects the pending review of Amara's updated business
plan in view of structurally weaker sector trends as well as its
ability to offset the contract loss by increasing product and
geographic diversification. Fitch aims to conclude the review over
the next few weeks. Fitch currently expects that EBITDA leverage
will not increase in the next four years and that Amara will
generate neutral free cash flow (FCF) for 2025-2027. Fitch will
likely affirm the ratings if Fitch maintains its current rating
case expectations or downgrade the ratings on further downward
revision.

Key Rating Drivers

Market Trend Reversal: Demand for solar panels in Europe slowed in
2023 after the reversal of high energy prices in 2022 while prices
also fell due to a structural oversupply of products and a more
competitive environment. In response, the group is increasing its
product and geographic diversification (with distribution in Latin
America). In addition, inventory is currently procured at lower
prices. Fitch expects weak market conditions to continue, but have
yet to fully assess the actions taken by management to offset the
industry trends.

Lower Revenue From Iberdrola Contract: The group's contract with
Iberdrola to provide products to the expansion of the Spanish grid
was partially deferred as a result of delayed investment by
Iberdrola, resulting in lower revenue of about EUR30 million
compared with an expected EUR70 million. The contract remains valid
until 2027 and Fitch expects Amara to take actions to mitigate the
impact of the loss. Amara's management anticipates Iberdrola will
sign a new contract with the company.

Energy Transition Continues: Amara operates as an intermediary in
the value chain for energy-transition products that supports its
long-term business outlook, provided it remains competitive. About
67% of its revenue is derived from renewables end-markets
(primarily solar energy) and 28% from electrification. The group
benefits from the secular trend of rising demand for green energy
that has supported its rapid growth up to 2023.

Limited Customer/Supplier Diversification: Due to the nature of the
group's end-markets, the customer base is quite concentrated
compared with that of peers in the broader building products
industry. Top five customers contribute about 20% of Amara's
revenue. Suppliers are also concentrated with its top five at 62%
of its volumes sold.

This reflects the group's small size and strategy to secure better
terms and availability of critical products. Limited
diversification is mitigated by long-term cooperation with
customers and suppliers who primarily operate in the non-cyclical
energy industry and benefit from the secular energy transition
trend.

Concentration in Spain: Amara's geographical diversification is
moderate, as about 57% of its 2022 revenue was generated in Spain,
followed by about 17% from Brazil, 15% from Italy and 7% from
Portugal. However, the group aims to expand its scale and
diversification.

Derivation Summary

The business profile of Amara is comparable with that of other B2B
distributors rated by Fitch such as Quimper AB (B+/Stable) and
Winterfell Financing S.a.r.l. (B/Stable). Amara is much smaller
than these peers, but its end-market exposure is less cyclical as
Amara operates in the value chain for the energy-transition market
rather than in the cyclical building material-and-product market.
Similar to Quimper the group's geographical diversification is
concentrated, given its focus on Spain. Due to the nature of its
business, Amara's customer and supplier diversification is more
concentrated than peers'.

Amara's expected EBITDA margin is stronger than that of Winterfell,
but weaker than Quimper's. Historically Amara's FCF generation has
been negative, but Fitch forecasts a turnaround from 2025 with FCF
margins below 1%, which will be comparable to Winterfell's.

Due to the impact of lower margin in 2023, Amara's leverage is
above its peers' at 9.0x. Fitch forecasts EBITDA leverage at above
7x in 2024 and 2025, which is weak for its current rating.
Quimper's expected leverage is 4x and Winterfell's is projected at
below 7x.

Key Assumptions

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

- Revenue to fall in 2024 and 2025 and to rise in low single digits
in 2026 and 2027

- EBITDA generation stable in 2024 before improving in 2025-2027

- Interest rates based on Fitch's June Global Economic Outlook and
plus 50bp

- No material working capital fluctuations in 2024-2027

- Capex at 1% of revenue in 2024-2027

- No dividend payments

- No M&As to 2027

Recovery Analysis

Key Recovery Rating Assumptions:

- Its recovery analysis assumes that Amara would be deemed a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated

- Its GC value available for creditor claims is estimated at about
EUR183 million, based on an assumed GC EBITDA of EUR45 million

- GC EBITDA assumes the loss of a major customer and a failure to
broadly pass on cost inflation to customers. The assumption also
reflects corrective measures taken in a reorganisation to offset
the adverse conditions that trigger its default

- A 10% administrative claim

- An enterprise value (EV) multiple of 5.0x EBITDA is applied to GC
EBITDA to calculate a post-reorganisation EV. The multiple is based
on the group's leading market position in Spain and other markets
with solid non-cyclical end-markets, an established logistics
network, moderate geographical diversification and its long-term
relationship with customers. At the same time, the EV multiple
reflects the group's small scale in comparison with peers',
customer and supplier concentration, and historically weak FCF
generation

- Fitch deducts about EUR19 million from the EV to account for the
group's factoring facility as of end-March 2024, in line with
Fitch's criteria

- Fitch estimates the total amount of senior debt claims at EUR373
million, which includes a EUR57 million super senior secured
revolving credit facility (RCF), EUR270 million senior secured
notes (SSNs) and EUR46 million of bank debt. Accordingly with Fitch
criteria, Fitch treats the RCF as super senior and the bank debt as
ranking equally with the SSNs

- The allocation of value in the liability waterfall results in
recoveries of 40% corresponding to 'RR4' for the SSNs, down from
59% and 'RR3'

RATING SENSITIVITIES

Fitch does not anticipate a positive rating action due to the RWN.
However, Factors That Could, Individually or Collectively, Lead to
Positive Rating Action/Upgrade

- EBITDA gross leverage below 5.5x on a sustained basis

- Positive FCF margin on a sustained basis

- EBITDA interest coverage above 2.0x on a sustained basis

- EBITDA margin above 7%

Factors That Could, Individually or Collectively, Lead to
Downgrade:

- EBITDA gross leverage above 7.5x on a sustained basis

- Negative FCF margin on a sustained basis

- EBITDA interest coverage below 1.5x on a sustained basis

- Deteriorating liquidity position

Liquidity and Debt Structure

Liquidity Supported by RCF: Amara's liquidity is supported by cash
available and an undrawn RCF of EUR57 million. Its debt maturities
are evenly balanced, with its SSNs maturing in 2028. Fitch
forecasts positive FCF in the next four years due to low capex and
working capital requirements. Refinancing risk as limited due to
its long-dated maturities and expected FCF generation.

Issuer Profile

Amara, headquartered in Madrid, is a B2B distributor of products
and services used in the energy- transition market.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt              Rating        Recovery   Prior
   -----------              ------        --------   -----
Green Bidco, S.A.U.   LT IDR B- Downgrade            B

   senior secured     LT     B- Downgrade   RR4      B+



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

TURKIYE: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable
----------------------------------------------------------
Fitch Ratings has upgraded Turkiye's Long-Term Foreign-Currency
Issuer Default Rating (IDR) to 'BB-' from 'B+'. The Outlook is
Stable.

Key Rating Drivers

The upgrade of Turkiye's IDR reflects the following key rating
drivers and their relative weights:

High

Improved External Buffers: Reduced financial dollarisation and FX
demand, capital inflows and increased access to external borrowing
have lifted reserves to USD149 billion with net reserves at USD41
billion. Reserve composition has strengthened as the net foreign
asset position of the central bank has improved from a low of minus
USD75 billion in early April to a positive USD6 billion (excluding
FX swaps with other central banks) at end-August due to a reduction
in FX swaps with local banks.

Positive real interest rates, low current account deficits and the
orderly and gradual decline in FX-protected deposits will likely
support the durability of the improvement in external buffers.
Fitch forecasts reserves to increase to USD158 billion at end-2024
and USD165 billion by end-2025, which will maintain reserve
coverage at 4.7 months of current external payments, broadly in
line with the 'BB' median.

Reduced Contingent FX Liabilities: Improved depreciation
expectations and attractive lira deposit real rates led to a
decline in financial dollarisation after the March local elections
and in FX-protected deposits. The latter have declined by
two-thirds to USD46 billion from a USD138 billion peak in August
2023. With a more comfortable external liquidity buffers,
authorities have accelerated the pace of this instrument's
unwinding, although this has led to a partial reversal of the
dollarisation trend. FX deposits stood at 37% in August (43% at
end-March) or 45% when including FX-protected deposits (58% in
March).

Medium

Expectation of Consistent Policy Mix: The Central Bank of the
Republic of Turkiye hiked its policy rate by 500bp to 50% in March
and has strengthened policy transmission through higher reserve
requirements, deposit auctions and measures to limit the pace of
local- and foreign-currency credit growth. The monetary tightening
has led to the lira's real appreciation, which is important for the
authorities' disinflation strategy.

Fitch has greater confidence that the maintenance of a tight
monetary policy stance (with an easing cycle starting in early
2025) combined with projected fiscal consolidation and prudent
minimum wage adjustments will support a significant decline in
inflation, and help maintain improved external liquidity buffers,
low current account deficits and reduced dollarisation.

Lower, but Still Elevated Inflation: Fitch expects inflation to
finish 2024 at 43%, resulting in average inflation of 59.5% for the
year; average inflation will then decline to 31% in 2025 (21% at
end-2025), the highest in the 'BB' rating category. Given the still
high projected level of inflation, the premature easing of monetary
policy or the abandonment of the current policy direction, which is
not its base case, could reignite inflationary pressures and
consequently macro-financial stability and balance of payments
risks.

Lower Current Account Deficits: After more than halving yoy to 1.9%
of GDP in 2024, Fitch forecasts Turkiye's current account deficit
to remain low, averaging 1.7% in 2025-2026, below the projected
2.4% deficit 'BB' median. This is due to a tight policy mix,
improved export demand derived from the recovery in the eurozone,
continued growth in tourism receipts and lower gold and consumer
imports. Total external debt maturing over the next 12 months was
USD237 billion at end-June, leaving Turkiye vulnerable to changes
in investor sentiment. Nevertheless, the sovereign and private
sector have a record of resilience in access to external
financing.

Turkiye's 'BB-' IDRs also reflect the following key rating
drivers:

Fiscal Consolidation: Fitch expects the central government deficit
to ease slightly to 5% of GDP in 2024 (5.2% in 2023), thus
outperforming the budgeted 6.4%. In 2025, Fitch forecasts the
central government deficit to decline markedly to 3.1% of GDP and
further to 2.8% in 2026. Fiscal consolidation will be supported by
a decline in spending related to earthquake reconstruction (planned
to drop from 2.6% of GDP in 2024 to 0.9% in 2025), increased
expenditure discipline, the gradual reduction in electricity and
gas subsidies, and tax revenue measures seeking to improve
collection and reduce informality.

Low Government Debt: Fitch projects that general government debt
will continue to decline to 27.3% of GDP (29.6% in 2023), less than
half the projected 55.2% 'BB' median, driven by still high nominal
GDP growth, the real appreciation of the lira and moderate primary
deficits. Fitch forecasts interest payments-to-revenue to continue
to increase, reaching 9.5% in 2025, slightly below the 10.1%
median. The share of domestic debt subject to interest rate
re-fixing within 12 months has declined but is high at 47%, while
the share of foreign-currency-denominated debt declined to 59.8% in
June from 64.2% at end-2024.

Macroeconomic Policy Risks: Its baseline is that the current
economic programme maintains support from the political leadership.
Nevertheless, the risk of policy reversals remains present, in
Fitch's view, given Turkiye's recent history, the strong belief, at
the highest political levels, in low interest rates, and the
potential resistance from vested interests and lobby groups.

Weaker Governance: Governance indicators, as measured by the World
Bank, have deteriorated continuously over the past decade and
represent a weakness relative to 'B' and 'BB' peers. Relations with
the US and EU have improved, but the volatile regional environment
(including the Gaza and Ukraine wars) and the efforts to maintain
an active and independent foreign policy bring geopolitical
challenges. Fitch does not expect these to affect the rating in the
near term.

Growth, Credit Slowdown: After strong 1Q24 on the back
pre-electoral stimulus, economic activity has decelerated markedly.
Fitch forecasts growth to slow to 3.5% in 2024 and remain subdued
at 2.8% in 2025, as Fitch expects the continuation of a tight
monetary policy stance combined with significant fiscal
consolidation yoy and minimum wage increase more aligned with the
objective of reducing inflation will continue cooling domestic
demand. The EU's projected gradual recovery will support net
exports.

MPI Score of '3': Given the highly accommodative policy stance
pre-June 2023, Fitch assigned a Macro-Prudential Indicator (MPI)
Score of '3' to Turkiye, indicating high vulnerability due to rapid
credit and house price growth in in recent years. Both have
decelerated since the start of the rebalancing process.

ESG - Governance: Turkiye has an ESG Relevance Score (RS) of '5'
for both Political Stability and Rights, and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption.
Theses scores reflect the high weight that the World Bank
Governance Indicators (WBGI) have in its proprietary Sovereign
Rating Model. Turkiye has a medium WBGI ranking at the 33rd
percentile reflecting a moderate level of rights for participation
in the political process, moderate but deteriorating institutional
capacity due to increased centralisation of power in the office of
the president and weakened checks and balances, uneven application
of the rule of law and a moderate level of corruption.

RATING SENSITIVITIES

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

- Macro: Premature policy easing or a return to an unconventional
policy mix that reignite inflationary pressures and risks to
macroeconomic and financial stability.

- External: A rapid decline in international reserves or a
significant deterioration in reserves' composition, for example,
due to a wider current account deficit and/or reduced market
confidence.

- Structural: Deterioration of the domestic political or security
situation or international relations that affects the economy and
external finances.

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

- Macro: Sustained decline in inflation that reduces the gap with
rating peers underpinned by the rebuilding of monetary policy
credibility.

- External: Significant strengthening of the sovereign's external
buffers, especially if combined with a sustained reduction in
external financing requirements.

- Structural: Implementation of reforms that that contribute to
rebuilding institutional strength and governance.

Sovereign Rating Model (SRM) and Qualitative Overlay (QO)
Fitch's proprietary SRM assigns Turkiye a score equivalent to a
rating of 'BB' on the Long-Term Foreign-Currency (LT FC) IDR
scale.

Fitch's sovereign rating committee adjusted the output from the SRM
score to arrive at the final LT FC IDR by applying its QO, relative
to SRM data and output, as follows:

- Macro: -1 notch, to reflect weak monetary policy relative to 'BB'
peers due to a track record of political interference, and the risk
that lower but still high inflation could reignite macro financial
and balance of payments pressures in the event of policy mistakes
or reversal.

- The removal of the -1 notch for External Finances reflects
Turkiye's track record of access to external financing, even in
periods of high policy uncertainty, which partly mitigates risk
related to very high gross external financing requirements; and the
rapid improvement in the level and composition of international
reserves, including the central bank's net foreign asset position.

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

Country Ceiling

The Country Ceiling for Turkiye is 'BB-', in line with the LT FC
IDR. This reflects no material constraints and incentives, relative
to the IDR, against capital or exchange controls being imposed that
would prevent or significantly impede the private sector from
converting local currency into foreign currency and transferring
the proceeds to non-resident creditors to service debt payments.

Fitch's Country Ceiling Model produced a starting point uplift of
'0' notches above the IDR. Fitch's rating committee did not apply a
qualitative adjustment to the model result.

ESG Considerations

Turkiye has an ESG Relevance Score of '5' for Political Stability
and Rights as World Bank Governance Indicators have the highest
weight in Fitch's SRM and are therefore highly relevant to the
rating and a key rating driver with a high weight. As Turkiye has a
percentile rank below 50 for the respective Governance Indicator,
this has a negative impact on the credit profile.

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

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

Turkiye has an ESG Relevance Score of '4+' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Turkiye, as for all sovereigns. As Turkiye
has track record of 20+ years without a restructuring of public
debt and captured in its SRM variable, this has a positive impact
on the credit profile.

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

   Entity/Debt                      Rating           Prior
   -----------                      ------           -----
Turkiye              LT IDR          BB-  Upgrade    B+
                     ST IDR          B    Affirmed   B
                     LC LT IDR       BB-  Upgrade    B+
                     LC ST IDR       B    Affirmed   B
                     Country Ceiling BB-  Upgrade    B+

   senior
   unsecured         LT              BB-  Upgrade    B+

   Senior
   Unsecured-Local
   currency          LT              BB-  Upgrade    B+

Hazine Mustesarligi
Varlik Kiralama
Anonim Sirketi

   senior
   unsecured         LT              BB-  Upgrade    B+



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

VFU UKRAINE: Fitch Affirms 'CCC-' Sr. Unsecured Debt Rating
-----------------------------------------------------------
Fitch Ratings has affirmed Private Joint Stock Company VF Ukraine's
(VFU) Long-Term Foreign-Currency Issuer Default Rating (IDR) at
'CCC-'. Fitch has also affirmed VF Ukraine's senior unsecured debt
at 'CCC-' with a Recovery Rating of 'RR4'.

The ratings reflect significant refinancing risk on the company's
USD500 million Eurobonds (maturing in February 2025) due to the
National Bank of Ukraine's (NBU) current restrictions on private
companies' cross-border foreign-currency debt repayments, limited
access to capital markets and insufficient liquidity in foreign
accounts to cover the upcoming debt maturity. Even if refinancing
funds are raised domestically, there remains a risk that the NBU
will not allow the transfer of the US dollar funds to cover this
maturity on time. This will materially increase the likelihood of a
near-term debt restructuring event and could lead to a negative
rating action.

The ratings of VFU are constrained by its materially disrupted
business operations, martial law-imposed restrictions on
cross-border foreign-currency payments and substantial
foreign-exchange (FX) risk exposure. The ratings are supported by
VFU's strong position in the Ukrainian mobile telecom market, high
profitability, strong domestic free cash flow (FCF) generation and
low leverage.

Key Rating Drivers

Imminent Refinancing Risk: VFU's USD500 million senior unsecured
notes (USD400 million outstanding as of June 2024) mature in
February 2025. Fitch believes the NBU's moratorium on cross-border
foreign-currency repayments for loans taken before 20 June 2023,
along with limited capital-market access and challenging operating
conditions, makes default on the notes a real possibility.

Fitch expects VFU to have sufficient funds within Ukraine, sourced
from a mix of internally generated cash and loans taken from local
banks, to repay the debt. However, the ability to repay or
refinance will depend on NBU's decisions, the future Ukrainian
economic and operating environment, as well as future foreign
investor appetite, which is currently uncertain. Fitch would view a
debt restructuring or exchange imposing a material reduction in the
original terms to avoid a default as a distressed debt exchange
(DDE) under Fitch's Corporate Rating Criteria.

Moratorium on Debt Repayment Unclear: NBU has recently relaxed
cross-border foreign-currency restrictions to allow interest
payments on external loans taken before 20 June 2023. However, the
repayment of these loans from onshore accounts is still not
permitted. While VFU previously received an exception for a coupon
payment, this does not currently extend to principal payments, and
it remains unclear how such exceptions will be applied in practice,
given disruptions caused by the ongoing conflict and martial law.

Strong Financial Performance: In 2023 VFU reported revenue growth
of 9% on increased average revenue per user (ARPU) as well a slight
increase in its customer base for the first time since 2019.
Provided the war in Ukraine does not escalate further Fitch
forecasts revenue will continue growing at around 6%-9% in
2024-2026, supported by data consumption and price increases.

Fitch also expects VFU to generate positive pre-dividend FCF in
local currency in 2024-2026 on the back of strong profitability.
This should be sufficient to cover increased interest payments
following refinancing and capex amounting to 25% of revenue in its
base case. However, capex is vulnerable to disruptions and/or
shortages amid opportunistic targeting of Ukrainian infrastructure
by military operations.

Majority of Assets in Operation: While the future escalation of war
hostilities remains uncertain, VFU has implemented necessary
measures to ensure uninterrupted communication services and
operations. As of end- 2023, 90% of the company's network remained
available. In addition, VFU's users in controlled areas still have
access to other providers' networks via a national roaming
agreement should the company's network service be disrupted. In
addition, the company launched a fixed broadband offering and
acquired a medium-sized fixed broadband provider Freenet in 2023.

Low Leverage, Material FX Risk: Fitch forecasts VFU's EBITDA net
leverage at 0.7x at end-2024, which is low for the rating, and
expect it to remain below 1.0x. VFU is exposed to significant FX
risk. Revenues are generated in Ukrainian hryvnia, while a large
share of expenses are denominated in US dollars - 70%-80% of capex,
20%-30% of operating expense, and 100% of debt service. Since
relaxing the official dollar/hryvnia peg in October 2023 Ukrainian
hryvnia has depreciated by 12%. Fitch expects this depreciation to
continue for the rest of 2024, eroding the company's cash flow
generation.

Derivation Summary

VFU's 'CCC-' rating reflects its heightened refinancing, financial
and operational risks. The uncertainty created by the war makes
meaningful differentiation between companies impossible at present.
At 'CCC-', VFU's ratings are above Ukraine's sovereign rating at
'Restricted Default', which resulted from its default on coupon
payment and announced DDE in early August 2024. However, VFU's
ratings are below the Ukrainian Country Ceiling of 'B-'.

Other corporates Fitch rates in Ukraine include Ferrexpo plc (CCC+)
whose rating reflects lack of material financial debt but high risk
of operational disruptions; Metinvest B.V. (CCC), whose rating
reflects weak liquidity and high operational risks and is supported
by production outside Ukraine; DTEK Energy B.V. (CC), whose rating
was upgraded after its DDE to reflect a post-restructuring profile
with high default risk; and DTEK OIL & GAS PRODUCTION B.V. (CC),
which has tight liquidity and high operational risks.

Key Assumptions

Key Assumptions Within Its Rating Case for the Issuer:

- Revenue growth in high single digits in 2024 and gradually
slowing to mid-single digits in 2025-2027, supported by further
ARPU growth

- Fitch-defined EBITDA margin to decline to 45% in 2024, reflecting
cost inflationary pressures, before gradually improving to 45.5% by
2027

- Working-capital outflow of UAH300 million a year in 2024-2027

- Capex at 25% of revenue a year in 2024-2027, reflecting
uncertainty around war-related recovery expenditure and the
Ukrainian hryvnia

- Dividend payments at UAH1.9 billion in 2024 with a 5% increase a
year in 2025-2027

- No acquisitions and disposals following its LLC Freenet
acquisition in 2023

- Ukrainian hryvnia to the US dollar on average at 40.3 in 2024 and
44.7 in 2025

Recovery Analysis

Key Recovery Assumptions

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

- A 10% administrative claim

- Fitch's view of a sustainable post-reorganisation going-concern
EBITDA is UAH5,500 million, which would reflect a decrease in the
number of subscribers as a result of the war. However, this
represents an increase from UAH4,000 million Fitch previously
estimated due to growing revenue and EBITDA

- An enterprise value (EV) multiple of 2.5x is used to calculate a
post-reorganisation valuation. This multiple reflects the current
disrupted operating environment

- Loan participation notes of UAH17.9 billion (equivalent to USD400
million debt at Fitch-forecast FX rate of UAH/USD of 44.7)

- The allocation of value in the liability waterfall would result
in a Recovery Rating of 'RR3' for the senior notes. The instrument
rating is, however, capped at 'CCC-'/'RR4' in accordance with its
country-specific treatment of Recovery Ratings with a
waterfall-generated recovery computation of 50% based on current
metrics and assumptions

RATING SENSITIVITIES

Developments that May, Individually or Collectively, Lead to
Positive Rating Action

- De-escalation of Russia's military operations, reducing operating
risks, and relaxed FX and cross-border payment controls with
reduced liquidity and refinancing risks

- Successful refinancing of the 2025 Eurobonds and avoidance of a
DDE according to Fitch's Corporate Rating Criteria

Developments that May, Individually or Collectively, Lead to
Negative Rating Action

- Expectation of a near-term DDE (as defined by Fitch) or increased
likelihood of a default, bankruptcy or forced restructuring.
Indications of such risks are public statements regarding debt
restructuring, hiring of restructuring advisors, agreements with
lenders or failure to reach an agreement with lenders that results
in alternative restructuring plans

Liquidity and Debt Structure

Poor Liquidity, Partly Funded: A special permission from the NBU is
required to make cross-border foreign-currency debt repayments,
which is currently unlawful under the country's marshal law. This
significantly restricts VFU's ability to repay its debt. Fitch
estimates the company will have insufficient liquidity on its
international accounts, making debt restructuring inevitable to
avoid default if the NBU does not grant permission to use domestic
refinancing funds to repay the Eurobonds.

Issuer Profile

VFU is the Ukraine's second-largest mobile operator with an around
35% share of the market by revenue and with about 15.8 million
subscribers as of end-March 2024. The company operates under the
'Vodafone' brand and fully owns its mobile infrastructure with
country-wide coverage.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt               Rating          Recovery   Prior
   -----------               ------          --------   -----
VFU Funding Plc

   senior unsecured    LT     CCC-  Affirmed   RR4      CCC-

Private Joint Stock
Company VF Ukraine     LT IDR CCC-  Affirmed            CCC-



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

108 MEDIA: FRP Advisory Named as Administrators
-----------------------------------------------
108 Media Ltd was placed into administration proceedings in the
High Court of Justice Business, Court Number: CR-2024-004922, and
Ian James Corfield and Philip David Reynolds of FRP Advisory
Trading Limited were appointed as administrators on Aug. 20, 2024.


108 Media operates in the media production industry.

Its registered office is at Parkshot House, 5 Kew Road, Richmond,
TW9 2PR in the process of being changed to 2nd Floor, 110 Cannon
Street, London, EC4N 6EU.  Its principal trading address is at
Parkshot House, 5 Kew Road, Richmond, TW9 2PR.

The administrators can be reached at:

         Ian James Corfield
         Philip David Reynolds
         FRP Advisory Trading Limited
         2nd Floor, 110 Cannon Street
         London, EC4N 6EU

For further details, contact:

          The Joint Administrators
          Email: cp.london@frpadvisory.com
          Tel No: 020 3005 4000

BLACKPOOL ROCK: BDO Named as Joint Administrators
-------------------------------------------------
Blackpool Rock Limited, trading as EncoreParcs, was placed into
administration proceedings the High Court of Justice, Business and
Property Courts in London (Insolvency and Companies List), Court
Number: CR-2024-005153, and Brian Murphy and Michael Jennings of
BDO were appointed as joint administrators on Sept. 4, 2024.  

Blackpool Rock specializes in letting and operating its own/leased
real estate.  

Its registered office is at 82a James Carter Road, Mildenhall, Bury
St. Edmunds, IP28 7DE.  

The joint administrators can be reached at:

          Brian Murphy
          Michael Jennings
          c/o BDO
          Metro Building, First Floor
          6-9 Donegall Square South
          Belfast, BT1 5JA

For further information, contact:

          Michele Goan
          E-mail: michele.goan@bdoni.com
          Tel No: 028 90 439009

EVOKE PLC: S&P Downgrades Long-Term ICR to 'B-', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on Evoke PLC and its senior secured notes to 'B-' from
'B'.

The stable outlook on the issuer credit rating reflects its
expectation of adjusted debt to EBITDA improving to about 7.5x in
2025 and about 6.5x in 2026 and FOCF after leases turning positive
over the next 12–18 months on the back of revenue-enhancing,
cost-efficiency initiatives, as well as decline in cash
exceptionals.

The challenging operating environment in the U.K. has materially
weakened profitability and cash flow generation already in the
first half of 2024. The group reported GBP862 million revenue as of
June 30, 2024, which was 2.2% lower than the same period last year
and announced materially lower profitability guidance for the full
year. The underperformance in the first half was driven by various
factors, such as:

-- Lower marketing returns than expected and bonus inefficiency in
driving player value in the U.K. online segment that makes up more
than one-third of the group's revenue;

-- Fierce competition and soft fundamentals in the U.K. retail
segment, reporting 8% decline in revenue in the first half,
prompting a switch to third-party gaming solutions and machine
upgrades scheduled for the fourth quarter this year and the first
quarter of 2025; and

-- Impact from reduced revenues from optimize markets (including
the exit of Latvia and US consumer segment) continuing to offset
strong growth in core markets of Italy, Spain, and Denmark.

S&P said, "As such, we revised down our full-year revenue forecast
to about GBP1.75 billion in 2024, representing about 2% growth, led
by some positive trading momentum into the third quarter amid the
gradual rollout of strategic initiatives. In particular, the U.K.
online segment returned to positive revenue growth--albeit slower
than expected--in the second quarter at 3% year on year, driven by
new product launches, promotions, and annualization of safer
gambling measures involving tighter affordability checks and
betting limits. Yet, we consider the significant overheads of
operating a retail portfolio of 1,331 licensed betting offices
(LBOs) that are magnified by trading underperformance, along with
the less-effective-than-anticipated commercial strategy and
marketing spend in the first quarter. In addition, the GBP50
million cash exceptionals in the first half (we forecast GBP80
million for full-year 2024), of which about GBP30 million is
attributable to integration and transformation costs, also
exacerbate the pressure on profitability in 2024. These factors led
us to revise down our adjusted EBITDA forecast to about GBP160
million for full-year 2024, from GBP230 million in our previous
forecast and GBP200 million in 2023. Our adjusted EBITDA is
computed after our assumptions of about GBP60 million capitalized
development cost. This will result in an adjusted debt to EBITDA of
about 11.0x, negative funds from operations (FFO) to debt, and up
to GBP55 million negative FOCF after leases in 2024, which deviates
from our previous base case for 2024 as a year of structural growth
with deleveraging from 8.8x in 2023 and a return to positive cash
flows.

"We expect credit metrics to consecutively improve in 2025 and
2026, as the group advances in its revenue- and
profitability-enhancing initiatives and phases out exceptional
costs.We forecast revenue to increase by about 3.5% in 2025 to
about GBP1.81 billion, assuming consistent execution of the new
commercial strategy in driving value per player and transaction
volume through higher bonus efficiency and new product initiatives.
Near the end of the second quarter and into the third quarter of
2024, the group already saw an uplift from the re-launch of
Betbuilder amplifying benefits from the European football cup and
ongoing refinement of online user interface and experiences.
Average revenue per user (ARPU) growth turned positive in the
second quarter after consecutive quarters of decline since early
2021, offsetting some decline in average monthly actives in the
international segment. This is before the rollout of other
initiatives toward the end of 2024 and beginning of 2025 including
the upgrades and new installation of retail gaming machines and
AI-driven solutions that aim to improve customer engagement and
lifecycle management. We also consider the cost savings from the
exit of the loss-making U.S. consumer segment, and lower
exceptional costs compared with 2024 (including integration cost
and cash outlays related to cost initiatives spilling over from
2024). As such, we expect S&P Global Ratings-adjusted EBITDA in
2025 to improve to about GBP240 million and FOCF after leases to
GBP30 million, also supported by positive working capital
contribution stemming from revenue growth. We forecast capitalized
development cost adjustment to EBITDA and capital expenditure
(capex) of about GBP65 million. With a stable debt level and
assuming no material litigation-related cash outflow or debt-funded
acquisitions, we expect adjusted debt to EBITDA to decrease to
about 7.5x in 2025 and down to 6.5x in 2026, and positive FFO to
debt of 3.0%-6.0%. We also understand that the group will not pay
dividends or other shareholder payouts until it reaches the goal of
net reported leverage of below 3.0x (corresponding to S&P Global
Ratings-adjusted leverage of 6.0x).

"Fierce competition overshadows recovery prospects. We see some
risk in the group's concentration in the U.K., which makes up more
than two-thirds of the group's revenue, where prolonged
macroeconomic weakness, softening of the labor market, and still
cautious consumer sentiment could constrain players' discretionary
spending and material improvement in trading performance. The
inherently high operating leverage of the retail segment could also
dampen the group's recovery should the repositioning of the
customer proposition fail expectations, amid unfavorable footfall
trends and fierce competition on the U.K. high street. As its
in-house game cabinet offering fell behind competition in the first
half, the turnaround in the group’s retail segment and the
ability to regain market share will depend on the success of the
product development strategy and customer reception of the rollout
of the gaming machine upgrade plan. In our view, however, Evoke's
omnichannel presence in the U.K. and brand awareness would support
our key assumption of its return to structural growth when the
benefits from the strategic initiatives materialize. We also think
that its pre-emptive safer gambling measures create sufficient
cushion should there be further regulatory pressure from the U.K.
White Paper, which we believe is more or less settled. That said,
competition is fierce domestically and abroad. The group places a
far third in the U.K. online (10% in 2023 by net gross revenue) and
LBO retail market (23% in 2022 by total revenue) respectively, with
the largest competitor taking up 30% and 40% in each market. Italy,
one of the group's core operating markets, continues to see
consolidation trends among the larger competitors with more than
20% market share (by remote net gaming revenue in 2023). Evoke
enjoys an about flat 5% share, despite the advertising ban since
2018 that favors competitors with omnichannel presence. We assume
the group will continue operating in Italy without hiccups in its
bidding for online licenses; however, further regulatory
developments are hard to predict and any tighter leash on online
activities may affect the group's earnings and market position.
Competition in Spain meanwhile remains crowded as the group sees
loss of market share to local competitors despite the ongoing
expansion of its revenue base. For now, we view the GBP117 million
legal and regulatory provision related to its customer claims in
Austria and other jurisdictions to be an event risk. Given that the
court proceedings and negotiations with regulatory bodies could
take multiple years to unfold, it is too early to determine the
timing and impact of the legal cases on the group's credit metrics.
It is not our base-case assumption that such claims would trigger a
material liquidity outflow in the short term.

"The interest burden continues to constrain FOCF, although
mitigated by adequate liquidity. With adjusted debt of about GBP1.7
billion, largely from the acquisition of William Hill, we forecast
an annual interest expense of up to GBP160 million in 2024, which
is significant compared with our forecast of GBP160 million
adjusted EBITDA in 2024 and about GBP240 million in 2025. We think
this is mitigated by the group's adequate liquidity position,
thanks to the undrawn GBP175 million under the upsized GBP200
million revolving credit facility (RCF), about GBP116 million cash
as of June 30, 2024 (net of customer deposits and restricted
short-term deposits held as guarantees, which we deem as restricted
cash), and the absence of significant short-term debt maturities.
That said, should the company underperform our base case or fail to
revive and grow its cash flows for a prolonged period, this could
erode its liquidity cushion and undermine the long-term
sustainability of its capital structure.

"The stable outlook reflects our view that Evoke will advance in
its strategic initiatives and succeed in reaching its operating and
financial goals set for 2026, its S&P Global Ratings-adjusted
leverage will decline to about 7.5x in 2025 and about 6.5x in 2026,
and its adjusted EBITDA margin will improve to about 13% in 2025
and about 15% in 2026. We also expect neutral FOCF after leases in
the second half of 2024, turning positive and consistently growing
from 2025.

"We could lower the rating if the turnaround in Evoke's operating
performance was less pronounced than we currently forecast or took
longer to achieve, leading to elevated risk of its capital
structure becoming unsustainable over the long term, or if
liquidity weakened. This could occur, for example, if the group's
FOCF after lease payments continued to be negative, or the pace of
positive momentum lagged significantly behind our forecast and
hence constrained Evoke’s ability to comfortably meet its
operating and financial commitments or to maintain an adequate
buffer to meet unexpected cash claims with respect to customer
redress or regulatory risk.

"Although not our base-case assumption, we could also lower the
rating if the group undertook debt repurchases at a significant
discount against the par value or faced an increased risk of debt
restructuring."

S&P could upgrade Evoke if the group made material progress on its
sustainable improvement in operating performance and path to
deleveraging and cash generation, such that:

-- S&P Global Ratings-adjusted debt to EBITDA is below 7.0x and on
a declining trend, with a continued commitment to leverage below
this level;

-- Adjusted FOCF to debt is sustainably above 5%; and

-- Consistently positive and growing FOCF after leases support
ample liquidity headroom.


HARBOUR ENERGY: Fitch Ups Rating LT IDR From 'BB', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded Harbour Energy PLC's (Harbour) Long-Term
Issuer Default Rating (IDR) and senior unsecured rating to 'BBB-'
from 'BB' and removed them from Rating Watch Positive. The Outlook
on the Long-term IDR is Stable. This follows the completion of
Harbour's acquisition of substantially all of Wintershall Dea AG's
(BBB/Rating Watch Negative (RWN)) upstream assets.

Fitch has also downgraded the senior unsecured rating of the notes
issued by Wintershall Dea Finance B.V. to 'BBB-' from 'BBB' and
subordinated rating for hybrid notes issued by Wintershall Dea
Finance 2 B.V. to 'BB' from 'BB+' and removed them from RWN. The
issuers have become Harbour's subsidiaries and Harbour is now the
guarantor for these notes.

The upgrade reflects Harbour's enlarged size, improved geographical
and asset diversification and higher reserves post-acquisition.
However, reserve life and production costs remain weaker than
peers'. This is counterbalanced by moderate financial leverage and
strong cash flows generation with stable production.

Key Rating Drivers

Transformative Acquisition, Larger Scale: The transaction has
dramatically increased Harbour's scale and diversification. Fitch
expects its production profile to be stable with average annual
production around 485 thousand barrels of oil equivalent per day
(kboepd), around 60% of which will be natural gas, over 2024-2027.
Production will primarily be focused on Norway and the UK, and to a
lesser extent, Argentina, Germany and North Africa.

Reserve Life Weaker Than Peers': The transaction resulted in higher
2P reserves at 1.5 billion barrels of oil equivalent (boe).
However, the group's 2P reserve life (eight years, based on
pro-forma production of 507kboepd in 2023) is weaker than that of
peers like Aker BP ASA (BBB/Stable; 11 years on 2P basis) or
Energean plc (BB-/Stable; 24 years on 2P basis). This is partly
mitigated by Harbour's substantial pro-forma 2C resource base at
1.8 billion boe.

High Tax Reduces Debt Capacity: While Harbour's Fitch-projected
EBITDA net leverage remains fairly conservative at less than 1.0x
on average over 2024-2027, its funds from operations (FFO) net
leverage is affected by substantial tax payments due to its
presence in high tax jurisdictions such as Norway and the UK. Fitch
forecasts FFO net leverage to remain around 2x over 2024-2027,
though temporary deviations are possible such as during periods of
lower oil and natural gas prices, which could require corrective
actions such as dividend and/or capex cuts.

Average Production Costs, Decommissioning Obligations: Acquisition
of Wintershall's assets will help Harbour reduce average production
costs, given the former's focus on natural gas. The combined
entity's operating costs are expected to be around USD13-14/boe,
which Fitch views as average (eg. UK-focused Ithaca Energy plc's
(B/RWP) production costs are around USD20/boe, while Aker BP's are
around USD7/boe).

Harbour's decommissioning provisions relative to 2P reserves should
also fall to around USD4/boe, compared with pre-acquisition
USD10/boe, Ithaca's USD7.5/boe and Aker BP's USD2/boe. However, the
projected decommissioning pre-tax expense of around USD300 million
a year will continue to affect the group's cash flows.

Positive M&A Record: Harbour has demonstrated a record of
successfully integrating its acquisitions, most recently its
reverse merger with Premier Oil, which significantly increased its
production and made Harbour a listed company. Following
acquisitions, Harbour's focus has been on debt reduction, and
Harbour's pre-acquisition net financial debt is minimal. Fitch
expects Harbour's financial policy to remain prudent.

Hybrids: Harbour acquired Wintershall's EUR1.5 billion subordinated
notes as part of the purchase. These hybrid notes are now
guaranteed by Harbour. They are deeply subordinated and rank senior
only to Harbour's share capital, while coupon payments can be
deferred at the option of the issuer. Fitch assigns 50% equity
credit to these instruments and notch them down twice below
Harbour's IDR in line with Fitch's Corporate Hybrids Treatment and
Notching Criteria. Fitch expects hybrids to remain a permanent
feature of Harbour's capital structure.

Energy Transition Underway: Harbour's target to become
carbon-neutral on a Scope 1 & 2 basis by 2035 will be aided by
Wintershall's assets due to the latter's focus on natural gas.
Fitch assumes that at least in the medium term the impact of energy
transition on oil and gas companies will be limited. However, over
the longer term they, and in particular pure upstream producers
such as Wintershall, may be subject to more vigorous regulations,
and their margins could be affected by carbon taxes and other
regulatory measures. They will also need to adjust to declining
hydrocarbons demand.

Derivation Summary

Harbour's post acquisition production (487kboe/d for 1H2024) is
similar to that of its peers like Aker BP (460kboe/d), Hess
Corporation (BBB/RWP; pre-acquisition 494kboe/d) or APA Corporation
(BBB-/Stable; unadjusted post-acquisition over 500kboe/d).
Harbour's asset base is geographically more diversified than that
of Aker BP (focused on Norway) or US peers.

However, its reserve life is weaker (2P reserve life of eight
years, compared with Aker BP's 11 years), predominantly in view of
Harbour's mature assets in the United Kingdom Continental Shelf
(UKCS). Operating costs for combined assets at USD14/boe are higher
than Aker BP's 6.2/boe. Its forecast for Aker BP indicates negative
free cash flow (FCF) driven by large capex compared with Harbour's
positive FCF over the medium term.

Key Assumptions

- Brent prices at USD80/bbl in 2024, USD70/bbl in 2025, USD65/bbl
in 2026 and USD65/bbl in 2027

- Gas prices at USD10/mcf in 2024, USD10/mcf in 2025, USD8/mcf in
2026 and USD7/mcf in 2027

- Production volumes averaging 481kboe/d over 2024-2027

- Capex at around USD1.5 billion a year (excluding expensed
exploration expenses and decommissioning charges)

- Decommissioning charges of around USD300 million a year

- Equity credit for the hybrid bond at 50%

RATING SENSITIVITIES

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

- Material improvement in the business profile, including much
higher reserve life

- Adherence to a conservative financial policy with FFO net
leverage below 1x or EBITDA net leverage below 0.5x on a sustained
basis

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

- Failure to replenish reserves and maintain a stable production
profile

- FFO net leverage consistently above 2x or EBITDA net leverage
consistently above 1.5x

- Aggressive M&A, dividend payments or other policies materially
affecting the credit profile and leading to consistently negative
FCF

Liquidity and Debt Structure

Strong Liquidity: Harbour's liquidity remains comfortable with
post-acquisition cash and cash equivalents at USD1.1 billion. This
liquidity is bolstered by a USD3 billion revolving credit facility
(RCF), of which USD1.9 billion is currently undrawn and set to
mature in 2029. Harbour intends to partially repay the RCF and a
USD1.5 billion bridge facility it used to finance the acquisition
using cash. Fitch anticipates that FCF will remain largely positive
in 2024-2027. With good access to capital markets, Harbour should
refinance its upcoming maturities without difficulties.

Issuer Profile

Harbour is an independent oil and gas exploration and production
company. It is domiciled in the UK while its main assets are
located in Norway, Germany, North Africa and Latin America.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

Harbour has an ESG Relevance Score of '4' for Waste & Hazardous
Materials Management; Ecological Impacts due to significant
decommissioning obligations, 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             Prior
   -----------               ------             -----
Wintershall Dea
Finance 2 B.V.

   Subordinated        LT     BB   Downgrade    BB+

Wintershall Dea
Finance B.V.

   senior unsecured    LT     BBB- Downgrade    BBB

Harbour Energy PLC     LT IDR BBB- Upgrade      BB

   senior unsecured    LT     BBB- Upgrade      BB

LIBERTINE HOLDINGS: Interpath Ltd Named as Joint Administrators
---------------------------------------------------------------
Libertine Holdings Plc was placed into administration proceedings
in the High Court of Justice Business and Property Courts in Leeds
Insolvency and Companies List (ChD), Court Number:
CR-2024-LDS-000857, and James Richard Clark and Howard Smith of
Interpath Ltd were appointed as joint administrators on Aug. 27,
2024.  

Libertine Holdings develops and provides linear generator
technology solutions for heavy duty vehicles and distributed power.


Its registered office is at c/o Interpath Ltd, 4th Floor, Tailors
Corner, Thirsk Row, Leeds, LS1 4DP.  Its principal trading address
is at 1 Coborn Avenue, Tinsley, Sheffield, S9 1DA.

The joint administrators can be reached at:

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

For further details, contact:

          Isabella Purnell
          Tel No: 0113 521 8140

LIFESTYLE HOMES: BDO Named as Joint Administrators
--------------------------------------------------
Lifestyle Homes N. Ireland Limited, trading as EncoreParcs, was
placed into administration proceedings the High Court of Justice,
Business and Property Courts in London (Insolvency and Companies
List), Court Number: CR-2024-005154, and Brian Murphy and Michael
Jennings of BDO were appointed as joint administrators on Sept. 4,
2024.  

Lifestyle Homes offers recreational vehicle parks, trailer parks
and camping grounds services.

Its registered office is at 82a James Carter Road, Mildenhall, Bury
St. Edmunds, IP28 7DE.  

The joint administrators can be reached at:

          Brian Murphy
          Michael Jennings
          c/o BDO
          Metro Building, First Floor
          6-9 Donegall Square South
          Belfast, BT1 5JA

For further information, contact:

          Michele Goan
          E-mail: michele.goan@bdoni.com
          Tel No: 028 90 439009

LIFESTYLE SEEVIEW: BDO Named as Joint Administrators
----------------------------------------------------
Lifestyle Seeview Limited, trading as EncoreParcs, was placed into
administration proceedings in the High Court of Justice, Business
and Property Courts in London (Insolvency and Companies List),
Court Number: CR-2024-005150, and Brian Murphy and Michael Jennings
of BDO were appointed as joint administrators on Sept. 4, 2024.  

Lifestyle Seeview operates in the recreational vehicle parks,
trailer parks and camping grounds industry.

Its registered office is at 82a James Carter Road, Mildenhall, Bury
St. Edmunds, IP28 7DE.  Its principal trading address is at
Seahaven Residential Park, Seahaven Road, Groomsport, Bangor,
County Down, Northern Ireland, BT19 6LH.

The joint administrators can be reached at:

          Brian Murphy
          Michael Jennings
          c/o BDO
          Metro Building, First Floor
          6-9 Donegall Square South
          Belfast, BT1 5JA

For further information, contact:

          Michele Goan
          E-mail: michele.goan@bdoni.com
          Tel No: 028 90 439009

MACQUARIE AIRFINANCE: Fitch Rates $500M Sr. Unsec Notes 'BB+(EXP)'
-------------------------------------------------------------------
Fitch Ratings expects to assign a 'BB+(EXP)' rating to Macquarie
AirFinance Holdings Limited's (MAHL) proposed issuance of $500
million of senior unsecured notes. The fixed rate of interest and
final maturity date will be determined at the time of issuance.

Key Rating Drivers

Notes Rank Equally in Capital Structure: The expected rating on the
proposed issuance is equalized with MAHL's existing senior
unsecured notes as the issuance will rank equally in the capital
structure. The expected rating of the senior unsecured notes is
aligned with MAHL's 'BB+' Long-Term Issuer Default Rating (IDR),
reflecting expectations for average recovery prospects in a stress
scenario given the availability of unencumbered assets.

Leverage Unaffected by Issuance: Fitch does not expect the issuance
to materially affect MAHL's leverage, as the issuance proceeds will
be used to repay existing debt under its senior secured acquisition
finance facility, and for general corporate purposes. Leverage, on
a gross debt to tangible equity basis, was 2.5x as of June 30,
2024, which was below management's articulated leverage target of
3.0x. Fitch believes MAHL's leverage target is appropriate in the
context of the liquidity of the fleet profile, as nearly 68% of the
portfolio is considered tier 1, which is relatively consistent with
peers.

Improved Franchise; Management Track Record: MAHL's ratings reflect
its position as a global, full-service aircraft operating lease
platform, improved franchise following the closing of the portfolio
acquisition from ALAFCO Aviation Lease and Finance Company K.S.C.P.
(ALAFCO) and a strategic focus on relatively liquid, narrowbody
aircraft. MAHL has appropriate current and targeted leverage, a
lack of near-term debt maturities, and solid liquidity metrics. The
ratings also consider the long-term equity holders, MAHL's
affiliation with Macquarie Group Limited (A/Stable), its management
team's depth, experience, and track record in managing aircraft
assets.

Weaker Earnings Profile Relative to Peers: Rating constraints
include a weaker earnings profile, elevated but declining exposure
to older aircraft, use of the sale-leaseback market (in addition to
its orderbook) for growth, which is highly competitive, and shorter
average remaining lease terms relative to higher rated peers, which
could increase remarketing risks. MAHL faces potential governance
risks relative to larger, public peers, including lack of
independent board members and partial ownership by pension funds.

Rating constraints applicable to the aircraft leasing industry more
broadly include the monoline nature of the business, vulnerability
to exogenous shocks, potential exposure to residual value risk,
sensitivity to oil prices, inflation and unemployment, which
negatively impact travel demand. Constraints also include a
reliance on wholesale funding sources and meaningful competition.

Sufficient Headroom to Rating Sensitivities: The Stable Outlook
reflects Fitch's expectation that MAHL will manage its balance
sheet growth in order to maintain sufficient headroom relative to
its leverage target and Fitch's negative rating sensitivities over
the Outlook horizon. This is despite potential macro challenges,
including higher-for-longer interest rates and elevated inflation.
The Stable Outlook also reflects expectations for the maintenance
of impairments below 1%, enhanced earnings stability, and a solid
liquidity position, given modest and manageable orderbook purchase
commitments with aircraft manufacturers.

For more information on the key rating drivers and sensitivities
underpinning MAHL's ratings, please see "Fitch Upgrades Macquarie
AirFinance to 'BB+'; Outlook Stable",.

RATING SENSITIVITIES

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

- A weakening of the company's long-term cash flow generation,
profitability, and liquidity position, and/or a sustained increase
in leverage above 4.0x would be viewed negatively;

- Macroeconomic and/or geopolitical-driven headwinds that pressure
airlines and lead to additional lease restructurings, rejections,
lessee defaults, and increased losses would be also be negative for
the ratings.

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

- MAHL's ratings could be, over time, positively influenced by
solid execution with respect to planned growth targets and outlined
long-term strategic financial objectives, including maintenance of
leverage below 3.0x and achieving a sustained pre-tax return on
average assets above 1.5%;

- The ratings could also benefit from reduced exposure to weaker
airlines, maintenance of an impairment ratio below 1%, and
increases in the proportion of tier 1 aircraft while maintaining
its new technology, narrowbody focus;

- An upgrade would also be contingent upon further lengthening of
the WA lease profile and a reduction in the WA age of the fleet
more in line with investment-grade peers, and unsecured debt
sustained above 50% of total debt through the cycle, while
achieving and maintaining unencumbered assets coverage of unsecured
debt in excess of 1.0x.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The expected senior unsecured note rating is equalized with MAHL's
Long-Term IDR, reflecting the improved unsecured funding mix, as
well as the availability of sufficient unencumbered assets, which
provide support to unsecured creditors and suggest average recovery
prospects in a stressed scenario.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The expected senior unsecured note rating is primarily sensitive to
changes in MAHL's Long-Term IDR and secondarily to the relative
recovery prospects of the instruments. A decline in unencumbered
asset coverage, combined with a material increase in secured debt,
could result in the notching of the unsecured debt down from the
Long-Term IDR.

ADJUSTMENTS

- The Standalone Credit Profile (SCP) has been assigned in line
with the implied SCP.

- The Business Profile score has been assigned below the implied
score due to the following adjustment reason: Market position
(negative).

- The Asset Quality score has been assigned below the implied score
due to the following adjustment reason: Concentrations; asset
performance (negative).

- The Earnings & Profitability score has been assigned below the
implied score due to the following adjustment reason: Earnings
stability (negative).

- The Capitalization & Leverage score has been assigned below the
implied score due to the following adjustment reason: Risk profile
and business model (negative).

- The Funding, Liquidity & Coverage score has been assigned below
the implied score due to the following adjustment reason: Funding
flexibility (negative).

Date of Relevant Committee

03 June 2024

ESG Considerations

Fitch does not provide ESG relevance scores for Macquarie
AirFinance Holdings Limited. 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
any ESG factor that is a key rating driver in the key rating
drivers section of the relevant rating action commentary.

   Entity/Debt             Rating           
   -----------             ------           
Macquarie AirFinance
Holdings Limited

  senior unsecured      LT BB+(EXP) Expected Rating

MOBICO GROUP: Moody's Assigns Ba2 CFR, Outlook Stable
------------------------------------------------------
Moody's Ratings has assigned a long-term corporate family rating of
Ba2 and a probability of default rating of Ba2-PD to Mobico Group
PLC (Mobico). At the same time Moody's have withdrawn its Baa3
long-term issuer rating. Moody's also downgraded the company's
GBP1.5 billion backed senior unsecured medium term note (MTN)
programme to (P)Ba2 from (P)Baa3, its GBP250 million backed senior
unsecured medium term notes due 2028 and its EUR500 million backed
senior unsecured medium term notes due 2031 to Ba2 from Baa3. The
ratings of its GBP500 million perpetual subordinated non-call fixed
rate reset notes were downgraded to B1 from Ba2. The outlook is
stable, previously the ratings were on review for downgrade.

The rating action concludes the review for downgrade Moody's
initiated on May 8, 2024.

The rating action reflects the company's still weak debt metrics
compared to Moody's requirements for the previous Baa3 rating and
Moody's expectations that their recovery will be only gradual and
limited. Moody's currently expect Moody's adjusted gross debt /
EBITDA to improve towards 4x over the next 12-18 months from 6.7x
in the 12 months to June 30, 2024 through earnings improvement and
reduced one-offs also taking into account the impact of the loss of
equity credit for the hybrid notes but before the impact of any
potential divestiture of its North American School Bus Division.
However, Moody's also expect that the company's free cash flow
generation will remain negative over the next 12-18 months, in part
driven by the high levels of capex. As a result Moody's anticipate
that free cash flows will remain negative and the EBITDA-Capex to
interest expense ratio will improve only moderately to around 1.2x
from 0.2x in the last 12 months to June 30, 2024.

Moody's have decided to withdraw the rating(s) for Moody's own
business reasons.

RATINGS RATIONALE    

Mobico's Ba2 long-term CFR rating reflects (i) a high proportion
(over 70%) of contracted and concession revenues independent of
passenger demand; (ii) a range of material support from various
national and local governments demonstrated during the pandemic and
continuing in some markets with respect to subsidies for converting
the fleet to zero emission vehicles (ZEVs), but offset by the
difficulties in passing on inflationary pressure through regulated
price increases over the last two years; (iii) diversified
geographic presence, with significant operations in North America,
the UK, Spain, and Germany, although offset by the increasing
dependency of earnings on the profitability of the Spanish
operations; (iv) a conservative financial policy.

Mobico's credit profile remains constrained by (i) large
non-revenue-generating capital investment needed to make its fleet
more environmentally friendly, which constrains cash generation;
(ii) growing dependence on the ALSA Spanish business, which
generated 73% of company-adjusted underlying operating profit
before central functions in 2023 vs 48% in 2022; (iii) about 30% of
revenues derived from variable passenger demand; (iv) ongoing cost
pressures notably around wages; (v) weak prospects of earnings
growth elsewhere; and (vi) currently stretched credit metrics that
significantly deviate from the company's stated financial policy to
maintain company-defined leverage between 1.5x-2x.

Mobico's operating performance in the first half of 2024 improved
after a very weak 2023, although they remained relatively weak. In
particular, the company continued to generate negative free cash
flows due to high capex but also due to cash outflows relating to
ongoing restructuring and the planned North America School Bus
disposal. Moody's expect a significant reduction in exceptionals
from 2025 onwards due to lower restructuring costs, no further
furlough funding repayments, lower costs related to the planned
sale of School Bus disposal, and reduced onerous contract provision
unwind in Germany.

Despite the significant reliance of the group on the profitability
of its Spanish operations, Moody's expect Spain to remain a stable
earnings generator over the next 12-18 months at least. Moody's
understand that the potential retendering of the company's long
haul concession in Spain in 2027 is also unlikely to result in
material loss of EBITDA, although the profitability of these
operations may be impacted by future legislative changes that are
currently under way. While Moody's expect Spain to continue
generate the bulk of group EBITDA, Moody's expect only limited
improvements in the operating performance of other geographies.

Moody's anticipate these measures to gain traction already in the
second half of 2024 and include fare rises in the UK Bus business,
agreed price increases in the North America School Bus business,
new contract wins, operational efficiencies, costs reductions and a
reduction in non-profitable routes in the UK. Overall, Moody's
factor in cumulative cash savings of around GBP50 million by the
end of 2025, with significant additional savings in 2026.

Including these measures, Moody's forecast gross debt to EBITDA of
around 4.5x and 3.8x in 2024, and 2025, respectively. Although
Moody's anticipate leverage to reduce towards the pre-pandemic
levels, the higher levels of interest rates and high capex will
result in significantly weaker debt service ratios and free cash
flows. Despite the improved leverage, Moody's currently expect
negative free cash flows over the next 12-18 months.

To accelerate deleveraging, Mobico announced in October that it
plans to sell its North American School Bus business. The amount of
the proceeds and the timing of the planned disposal of the North
American School Bus business remain uncertain. Although Moody's
acknowledge that the disposal could result in moderate leverage
reduction, this is unlikely to restore debt metrics in line with an
investment grade rating particularly when the envisaged transaction
would result in a significant reduction in scale and diversity.

ESG CONSIDERATIONS

Mobico's ESG Credit Impact Score of CIS-2 reflects a number of
risks faced by the company. Mobico has significant exposure to
environmental risks, driven by carbon transition and pollution
risks related to its transportation fleet (including higher capex),
and to social risks in connection with regulatory pricing pressure
and rising personnel costs, which have had a greater impact on the
company's operations than Moody's had anticipated.  In terms of
governance, the company has operated outside its stated financial
policy and stated that the timeline of its net leverage reduction,
to its target of 1.5x-2x from 3x at the moment based on its
covenant definition, has shifted to 2027 from 2024.

LIQUIDITY

As at June 30, 2024, Mobico's liquidity position is adequate, with
GBP246 million of cash and equivalents on balance sheet and an
unused  GBP600 million revolving credit facility maturing in July
2029. Moody's expect that cumulative free cash flow over the next
12-18 months will be negative by GBP30-40 million per annum,
assuming no dividends to shareholders.

Moody's currently expect the refinancing of the company's GBP500
million Perpetual Subordinated Non-Call Fixed Rate Reset Notes (the
subordinated "Hybrid Notes") well ahead of the first call date in
November 2025. Mobico's other debt maturities include private
placements worth a combined GBP400 million, due between 2027 and
2032.

Following the rating action, the Hybrid Notes are rated B1, two
notches below the company's corporate family rating of Ba2. It is a
deeply subordinated debt instrument, pari passu with the lowest
ranked preference share, and includes an optional cumulative coupon
skip exercisable by the issuer. The instrument is perpetual, with
optional redemption rights for the issuer by notice or in typical
circumstances such as changes in accounting, tax or equity credit
treatment, and can only be accelerated by the holders on a payment
default which given the control given to the issuer under the terms
in relation to payment obligations. After the rating action,
Moody's have assigned no equity credit to these notes.

The company has two key bank covenant tests: a 3.5x test for
interest cover. At June 30, 2024, the covenant gearing was 2.8x
(3.0x in 2023) and interest cover was 4.4x (5.2x in 2023).

RATING OUTLOOK

The stable outlook reflects expectations that the company's ongoing
fare increases and cost saving initiatives will be successful and
offset the recent increases in operating costs, leading to leverage
being maintained at around 4.5x-5x over the next 12-18 months. It
also assumes that the company is able to improve its free cash flow
generation and that no adverse regulatory changes emerge,
particularly in Spain, where Moody's expect it will continue to
generate the bulk of its earnings.

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

Moody's would consider upgrading the rating if Mobico's scale and
diversity remain significant and the volatility of its operations
reduces. Quantitatively, the company would also need to improve its
key debt metrics including: gross debt to EBITDA below 4x and ,
(EBITDA minus capex) to interest expense above 4x, and free cash
flow of around 10% of gross debt. An upgrade would also require
Mobico to operate within its stated target to reduce
company-defined leverage below 2x, which Moody's do not expect the
company to achieve before 2027.

The Ba2 rating could be downgraded if the company's operating
performance and debt metrics fail to improve or if the planned
shrinkage of the its already limited scale and geographic diversity
are further reduced without being offset by further leverage
reduction. Quantitatively, the following debt metrics could prompt
a downgrade if the following metrics are expected to be sustained:
gross debt/EBITDA, above  5x, (EBITDA – Capex) to interest
expense well below 3x, or free cash flows to gross debt below 5% of
gross debt.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Passenger
Railways and Bus Companies published in August 2024.

COMPANY PROFILE

Listed in the UK, Mobico is a provider of transit bus, school bus,
coach, shuttle, and other road transit services in the UK, Spain,
North America (mostly the US), Morocco, Switzerland, Portugal,
France, and Saudi Arabia, and an operator of railway services in
Germany. Mobico reported revenues of GBP3.15 billion and
group-adjusted (as defined by the company) EBITDA of GBP386 million
in 2023.

PARK HOMES: BDO Named as Joint Administrators
---------------------------------------------
Park Homes (NI) Limited, trading as EncoreParcs, was placed into
administration proceedings the High Court of Justice, Business and
Property Courts in London (Insolvency and Companies List), Court
Number: CR-2024-005151, and Brian Murphy and Michael Jennings of
BDO were appointed as joint administrators on Sept. 4, 2024.  

Park Homes (NI) specializes in recreational vehicle parks, trailer
parks and camping grounds services.  

Its registered office is at 82a James Carter Road, Mildenhall, Bury
St. Edmunds, IP28 7DE.  Its principal trading address is at
Ballyhalbert residential Park & Ballyhalbert, 96 Shore Road,
Ballyhalbert, County Down, Northern Ireland, BT22 1BJ.

The joint administrators can be reached at:

          Brian Murphy
          Michael Jennings
          c/o BDO
          Metro Building, First Floor
          6-9 Donegall Square South
          Belfast, BT1 5JA

For further information, contact:

          Michele Goan
          E-mail: michele.goan@bdoni.com
          Tel No: 028 90 439009

SELINA HOSPITALITY: Statement of Proposals Available
----------------------------------------------------
Pursuant to Paragraph 49(6) of Schedule B1 to the Insolvency Act
1986 and Rule 3.37(1) of the Insolvency (England and Wales) Rules
2016, Members and Creditors of Selina Hospitality PLC, f/k/a Selina
Holding Company, UK Societas and Selina Holding Company SE, can
write to the Joint Administrators at:

     FTI Consulting LLP
     200 Aldersgate, Aldersgate Street
     London, EC1A 4HD

for a copy of the Joint Administrators' Statement of Proposals for
achieving the purpose of the Administration, which will be supplied
free of charge.

Selina Hospitality was placed into administration proceedings in
the High Court of Justice, Business and Property Courts of England
and Wales, Insolvency and Companies List (ChD), Court Number:
CR-2024-004324, and Andrew Johnson, Samuel Alexander Ballinger, and
Ali Abbas Khaki of FTI Consulting LLP were appointed as joint
administrators on July 22, 2024.  

Selina is a hospitality brand which blends accommodations with
co-working, recreation, wellness, and local experiences. Its
registered office is at c/o FTI Consulting LLP, 200 Aldersgate,
Aldersgate Street, London, EC1A 4HD.

The joint administrators can be reached at:

          Andrew Johnson
          Samuel Alexander Ballinger
          Ali Abbas Khaki
          FTI Consulting LLP
          200 Aldersgate, Aldersgate Street
          London, EC1A 4HD

For further details, contact:

          Jack Barnes
          E-mail: Jack.Barnes@fticonsulting.com
          Tel No: 020 3077 0180

TALKTALK TELECOM: S&P Downgrades ICR to 'CC', Outlook Negative
--------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
TalkTalk Telecom Group Ltd. (TalkTalk) and its issue rating on its
senior secured notes to 'CC' from 'CCC-'.

S&P said, "The negative outlook indicates that we will lower the
ratings on TalkTalk and its senior secured notes to 'D' (default)
when a debt restructuring becomes effective or in the event of a
conventional default. Following the restructuring implementation,
we will review the rating, the group's new capital structure, and
its liquidity position.

"We view TalkTalk's proposed restructuring as distressed and upon
implementation we expect to lower our ratings on the group to 'D'
(default). The proposed transaction is distressed in line with our
criteria because TalkTalk's current capital structure is
unsustainable and, absent the proposed refinancing, the group would
face a liquidity shortfall by the end of November 2024. We also
think senior secured debt holders will receive less than they were
promised under the original agreement because the proposed
refinancing assumes exchanging the group's existing senior secured
debt for new first and second lien instruments."

TalkTalk's current senior secured debt consists of:

-- A GBP330 million senior secured RCF maturing on Nov. 30, 2024.

-- GBP685 million of senior secured notes maturing on Feb. 20,
2025.

It is expected these will be exchanged pro rata into:

-- A GBP650 million new first lien term loan or notes, maturing in
September 2027. These will carry cash interest of Sterling
Overnight Index Average (SONIA) +4%, with the option for SONIA +4%
payment-in-kind (PIK) plus 0.5% cash for the first two coupons.

-- A GBP386 million new second lien term loan or notes maturing in
March 2028 and carrying SONIA +7.5% pay-if-you-can (PIYC)
interest.

In addition, shareholders have injected GBP235 million of new money
for working capital purposes, including:

-- A GBP65 million replacement cash management facility (plus
accrued SONIA +7.5% PIK interest, and fees) that will be equitized
or subordinated when the restructuring transaction is complete.

-- A GBP170 million bridge facility (plus accrued SONIA +7.5% PIK
interest, and fees) that will be refinanced with a second lien new
money facility upon restructuring completion, maturing in March
2028, and carrying SONIA +7.5% PIYC interest. This instrument will
rank pari passu with the second lien debt.

In addition, shareholders will transfer the Virtual1 business and
Shell and OVO branded customer bases to TalkTalk Group, which will
enhance the restricted group's collateral. The maturity of the
GBP450 million PIK facility at the Toscafund level will be extended
to April 2028 from June 2026.

The proposed restructuring transaction is subject to the
participation level in the lockup agreement. The transaction could
be implemented on a consensual basis, with closing expected to be
before Nov. 29, 2024--if the company achieves consent from 90% of
existing debt holders, or through a scheme of arrangement, which
could take several months to complete. Absent the proposed maturity
extension, the group would face a liquidity shortfall when the
drawn GBP330 million RCF matures at the end of November 2024.

S&P said, "We would consider a missed cash interest payment prior
to the proposed restructuring closure as tantamount to a default.
We understand that TalkTalk is up to date on all its cash interest
payments. There are no further senior secured notes coupons due
until the end of November, when we expect the proposed transaction
to close. However, there are two upcoming RCF interest payments due
between September and November 2024. We understand if TalkTalk
reaches 100% consent from the RCF lenders, it will forbear these
payments and capitalize them until the restructuring completes. If
TalkTalk were to receive consent from all RCF lenders and
capitalize the due cash interest payment, we would likely view it
as a default because lenders would receive less than the original
promise, despite having consented to this. As a result, we would
lower the ratings on the group to 'D'.

"The negative outlook indicates that we will lower the ratings on
TalkTalk and its senior secured notes to 'D' (default) when a debt
restructuring becomes effective or in the event of a conventional
default, such as the group halting cash interest payments.
Following the implementation of a restructuring, we will review the
rating, the group's new capital structure, and its liquidity
position."




===============
X X X X X X X X
===============

[*] BOOK REVIEW: The Heroic Enterprise
--------------------------------------
The Heroic Enterprise: Business and the Common Good

Author: John Hood
Publisher: Beard Books (reprint of book published by The Free
Press/Division of Simon and Schuster in 1996).
Paperback: 266 pages
List Price: $34.95
Order your copy at https://bit.ly/3awLUV3

Hood writes as a counterbalance to ideas that business should be
expected to contribute to the common good along the lines of
charities, say, or public health.  He writes too against the highly
partisan, pernicious perspective that business activity is
antisocial and disruptive which at times gains some degree of
credibility.

Critiques of business have been around as long as commerce and
business have been around.  These come usually from religious or
political zealots seeking dictatorial hold over all significant
kinds of human activity and enterprise.  In this work, Hood aims to
counterbalance latter-day versions of such critiques arising in
American society.  The counterculture, antiestablishment 1960s was
a time when such critiques were particularly strong.  They have
moderated since, yet remain a persistent chorus which influences
politics and imagery and public affairs of business.

Hood does not aim to stifle or eliminate debate about the effects
of business on society or how business should engage in business.
What he aims for is dismissing once and for all myopic and almost
utopian conceptions about business and related erroneous purposes
and values of it.  Such conceptions are worrisome to
businesspersons not because they believe they have any foundation,
but because they waste resources and energy in having to
continually correct them so business can function properly. And to
the extent such myopic conceptions are believed or entertained by
the public, they hamper the public and politicians in working out
policies by which the greatest benefits of business can be reaped
by society.

The author clarifies the place and role of business by contrasting
business with other parts of society.  A standard, self-evident
tenet of sociologists going back to the time of Plato is that
society is made up of different parts fulfilling different roles
for the varied needs of society and so that a society will function
smoothly and survive.  Business is distinguished from government
and philanthropy.  "Businesses exist to make and sell things,
whereas by contrast "governments exist to take and protect things
[and] charities exist to give things away."  The social
responsibility for each category of institution is inherent in its
purposes and activities.  For example, businesses alone cannot
solve environmental problems. Whatever problems which can be
attached to business are related to government policies and
business's operations to satisfy consumer interests.  Hence,
business alone cannot solve environmental problems, and should not
be expected to.  Critics requiring that business solve
environmental problems without similarly requiring changes in
government policies and consumer interests are shortsightedly and
unreasonably tarnishing business while not making any relevant or
productive arguments for dealing with environmental problems.

In elucidating business's proper place in and contributions to
society, Hood is not unmindful that some businesses fail to fulfill
their role in good faith and beneficially.  But instead of
criticizing business fundamentally, he proffers questions critics
can ask before targeting particular businesses.  Two of these are
"Are corporations obtaining their profits through force or fraud?"
and "Are corporations putting investments at their disposal to the
most economically productive use?"  Hood's perspective in support
of business against unfair and irrelevant criticisms is based on
the acknowledgment that business is operating productively, for the
common good, and is open to cooperative activities with other parts
of society in trying to resolve common problems.

"The Heroic Enterprise" is not an argument for business -- for as a
fundamental aspect of any society, business does not need an
argument to justify it.  The book mostly takes the approach of
reviewing why business is necessary and therefore must be
naturally, easily accepted -- namely, because of the manifold
benefits business provides for society and because it along with
good government and respectable morals has been a primary engine
for the betterment of human life.

John Hood has much experience in the media and communication as a
syndicated columnist, TV commentator, and radio host.  Author of
seven nonfiction books on subjects as business, advertising, public
policy, and political history, and many articles for national
publications such as the Wall Street Journal, Hood is President of
the John William Pope Foundation, a Raleigh, N.C.-based grantmaker
that supports public policy organizations, educational
institutions, arts and cultural programs, and humanitarian relief
in North Carolina and beyond. Hood also serves on the board of the
John Locke Foundation, the state policy think tank he helped found
in 1989 and led as its president for more than two decades.  He
teaches at Duke University's Sanford School of Public Policy.




                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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