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

                          E U R O P E

          Tuesday, September 24, 2024, Vol. 25, No. 192

                           Headlines



F R A N C E

BURGER KING: S&P Withdraws 'B-' LongTerm Issuer Credit Rating
CHROME HOLDCO: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable
ELECTRICITE DE FRANCE: S&P Rates New Hybrid Capital Securities 'B+'
HESTIAFLOOR 2: Moody's Affirms 'B2' CFR, Outlook Stable
OPTIMUS BIDCO: Moody's Alters Outlook on 'B3' CFR to Negative



G E R M A N Y

MAHLE GMBH: S&P Affirms 'BB' LT ICR & Alters Outlook to Negative


G R E E C E

ATHENS: Moody's Affirms Ba1 Issuer Rating & Alters Outlook to Pos.


I R E L A N D

CLONKEEN PARK: Fitch Assigns 'B-sf' Final Rating on Class F Notes
CLONKEEN PARK: S&P Assigns B-(sf) Rating on Class F Notes
HAYFIN EMERALD XI: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
HAYFIN EMERALD XI: S&P Assigns B-(sf) Rating on Class F-R Notes


I T A L Y

SIENA NPL 2018: Moody's Cuts Rating on EUR2918MM A Notes to Ba1


S W E D E N

TRANSCOM TOPCO: S&P Affirms 'B' ICR & Alters Outlook to Negative


T U R K E Y

ANADOLU ANONIM: Fitch Hikes Insurer Fin. Strength Rating to 'BB'
ODEA BANK: Fitch Puts 'B-' LongTerm IDR on Watch Negative


U N I T E D   K I N G D O M

ETHYPHARM: Moody's Alters Outlook on 'B3' CFR to Negative
FABLINK LIMITED: Interpath Ltd Named as Joint Administrators
FABLINK TANK: Interpath Ltd Named as Joint Administrators
FABLINK TOOLSPEC: Interpath Ltd Named as Joint Administrators
TALKTALK TELECOM: Fitch Lowers IDR to 'C' on DDE Announcement

TALKTALK TELECOM: S&P Lowers ICR to 'D' Amid Lenders' Consent
TOGETHER ASSET 2024-1ST2: Fitch Assigns BB+sf Rating on Two Classes
TOGETHER ASSET 2024-1ST2: S&P Assigns BB(sf) Rating on Cl. E Certs
TOWER BRIDGE 2022-1: Fitch Affirms 'BB+sf' Rating on Class X Notes
TOWER BRIDGE 2024-3: S&P Assigns B-(sf) Rating on Class X Notes


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F R A N C E
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BURGER KING: S&P Withdraws 'B-' LongTerm Issuer Credit Rating
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S&P Global Ratings has withdrawn its 'B-' long- term issuer credit
ratings on Burger King France SAS at the company's request. The
outlook was stable at the time of the withdrawal. At the same time,
S&P withdrew its 'B-' issue rating and its '3' recovery rating on
the EUR665 million notes, as well as its 'CCC' issue rating and our
'6' recovery rating on the EUR235 payment-in-kind notes, given they
have been repaid as part of the refinancing led by parent Bertrand
Franchise Finance S.A.S., which S&P has assigned a 'B' rating with
a stable outlook.


CHROME HOLDCO: Moody's Cuts CFR to Caa1 & Alters Outlook to Stable
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Moody's Ratings has downgraded Chrome HoldCo's (Cerba or the
company) long term corporate family rating to Caa1 from B3 and its
probability of default rating to Caa1-PD from B3-PD. Concurrently,
Moody's have downgraded to Caa1 from B2 the instrument ratings on
the senior secured term loans, the senior secured global notes and
the senior secured bank credit facility (RCF) issued by Chrome
BidCo. Moody's have further downgraded the rating on the backed
senior unsecured notes to Caa3 from Caa2 issued by Chrome HoldCo.
The outlook changed to stable from negative for both entities.

RATINGS RATIONALE

The ratings action reflects the weakening of Cerba's financial and
credit profile, with Moody's-adjusted credit metrics being outside
of the guidance for a B3 rating for some time.

Governance considerations were a key driver for this rating action,
as tolerance to high leverage is part of financial strategy and
risk management characteristics. Moody's reflect this risk in
lowering Cerba's governance issuer profile score (IPS) to G-5 from
G-4 and accordingly the Credit Impact Score (CIS) to CIS-5 from
CIS-4.

Since 2020, Cerba has been an aggressive player in the European
laboratory market, with more than EUR3 billion spent on
acquisitions between 2020 and 2022. While these acquisitions offer
potential for growth and market expansion, they also introduce
significant execution risk, particularly in terms of integrating
these new entities into the larger corporate structure and
realising the anticipated cost synergies. As a result, Cerba's
financial and credit profile has significantly weakened with EUR4.7
billion of adjusted debt as of June 30, 2024.

Whilst there is no refinancing risk in the near-term, Moody's are
concerned that the company's capital structure will become
unsustainable without a material increase in EBITDA and cash flow
generation. Moody's forecasts show an adjusted gross debt to EBITDA
ratio of 10.6x by the end of 2024 and 9.6x by the end of 2025,
figures that significantly exceed the B3 rating's guidance. In
addition, Moody's forecast negative free cash flow generation in
2024, with only limited generation expected in 2025. Moody's
forecast a modest improvement in the adjusted EBITA to interest
expense ratio reaching 1.0x in 2024, and 1.2x in 2025. However,
should the company fail to achieve cost savings and realise
synergies promptly, these credit metrics could deteriorate. Cerba's
earnings quality is complicated by the extensive EBITDA add-backs,
such as cost savings and pro forma run rate synergies, that are
currently allowed under the company's bank documentation.

The laboratories sector in Europe, including companies like Cerba,
face significant market risk due to the heavily regulated nature of
the industry. This regulation manifests in limited pricing power
for laboratories because tariffs for medical tests are set and
periodically reviewed by public health authorities. This scenario
inherently limits organic growth opportunities within the sector,
as laboratories cannot independently adjust prices in response to
changing market conditions or increasing operational costs. The
French social security has recently announced a price cut as part
of the three-year agreement aiming at balancing the increased
volume of services with the total reimbursement budget set for 2024
at approximately EUR3.8 billion. This cut, seen as a precautionary
measure, intends to save EUR120 million to counteract an unexpected
rise in volume that projected expenses to reach around EUR3.9
billion in 2024.

In response to these challenges, Cerba has launched a comprehensive
cost-cutting programme aiming at improving profitability. Cerba
anticipates realising these cost savings through measures such as
optimizing its industrial and logistical operations, advancing
digital transformation, streamlining select support functions, and
strategically opening or relocating collection centers. However,
the high fixed cost structure poses some limits to incremental
efficiencies.

By contrast, the customer research business, which operates outside
the purview of these regulatory constraints, presents an avenue for
growth. This segment of Cerba's operations is not subject to the
same tariff impositions and has the flexibility to negotiate
contracts, potentially leading to more favorable pricing and higher
margins. However, it only accounted for about 10% of revenue as of
June 30, 2024. Going forward, the company expects higher revenue
from this segment thanks to the signing of new profitable contracts
from 2025 onwards. The total backlog amounts to EUR380 million as
of June 30, 2024.

More generally, Cerba's Caa1 ratings are supported by (1) the
company's scale, leading position and network density particularly
in France (Government of France, Aa2 stable); (2) the positive
demand trends for clinical laboratory tests; (3) its presence in
the Contract Research Organization (CRO) sector, an unregulated
industry, presents opportunities for potential revenue growth.

Conversely, the ratings are constrained by (1) the exposure to
change in regulation and continuous tariff pressure, which will
limit organic growth; (2) the high fixed-cost base and the
execution risk related to company's business optimization program
and synergy extraction efforts; (3) the highly-leveraged financial
profile and risk of future debt-funded acquisitions, albeit not in
the near-term.

LIQUIDITY

Cerba's liquidity is adequate. As of June 30, 2024, it had cash of
EUR60 million and EUR104 million available under the EUR450 million
revolving credit facility (RCF) maturing in November 2027. In 2024,
Moody's forecast negative free cash flow of about EUR35 million.
Moody's expect the RCF to be largely drawn over the next 12-18
months. The company's debt obligations are not due in the near
term. The revolving credit facility expires in November 2027, and
other debt obligations are due starting May 2028. The debt
structure includes a springing covenant (a 9x flat requirement on
senior net leverage), tested only if the RCF is drawn by more than
40%. The net leverage ratio as defined by the debt indenture was at
7.4x as of June 30, 2024.

STRUCTURAL CONSIDERATIONS

The Caa1 rating on the senior secured debt instruments is in line
with the long term corporate family rating since it represents a
significant amount of debt in Cerba's capital structure. The Caa3
rating on the senior unsecured notes is two notches below the CFR,
reflecting the significant amount of first lien debt in the capital
structure.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Cerba's
operating performance and credit metrics will improve over the next
12 to 18 months, notwithstanding the execution risk associated with
its cost-saving initiatives.

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

Upward rating pressure could arise if Moody's-adjusted gross debt
to EBITDA improves to below 7.5x; Moody's-adjusted EBITA to
interest expense exceeds 1.0x; and Moody's-adjusted free cash flow
remains positive - all on a sustainable basis. In addition, an
upgrade would presume the absence of detrimental regulatory shifts
or negative changes in financial policy, and the absence of any
indications of potential debt restructuring due to the leveraged
capital structure and the cost of debt at that time.

Downward rating pressure could develop if EBITDA does not grow
materially, adjusted free cash flow remains negative, or liquidity
deteriorates, or Moody's-adjusted EBITA to interest expense remains
below 1.0x. Negative rating pressure could also occur if the
company maintains an aggressive financial policy including debt
funded acquisitions and does not prioritise deleveraging, or if the
likelihood of a debt restructuring or other form of default
increases.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE              

Headquartered in Paris, Cerba was founded in 1967 as a specialty
laboratory and expanded into routine testing and pharmaceutical
research (clinical trials) testing in 2007. Cerba is a reference
player in France and is also present in Belgium, Luxembourg, Italy
and Africa, serving over 30 million patients each year. The company
is majority owned by funds managed and advised by EQT Partners
(56%), PSP Investments (28%) and management (16%).


ELECTRICITE DE FRANCE: S&P Rates New Hybrid Capital Securities 'B+'
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S&P Global Ratings assigned its 'B+' long-term issue ratings to the
proposed perpetual, optionally deferrable, and subordinated hybrid
capital securities issued by Electricite de France S.A. (EDF;
BBB/Positive/A-2). According to its estimates, after these
transactions the overall amount of hybrid capital eligible for
intermediate equity credit will approach EUR10 billion and remain
comfortably below its 15% upper guidance. EDF is using the proceeds
to replace the tendered amounts of the notes stepping up in January
2026. S&P maintained the intermediate equity content on EDF's
hybrid stock, in the understanding that the residual amounts under
the tendered issues, if called, would be refinanced by equivalent
equity content. S&P continues to expect EDF's total hybrid stock to
not decrease significantly below EUR10 billion.

S&P said, "We consider the new securities to have intermediate
equity content until the first reset date because they meet our
criteria in terms of their ability to absorb losses and preserve
cash in times of stress, including through their subordination and
the deferability of interest at the company's discretion in this
period. We therefore assign intermediate equity content to the
three new hybrid instruments until their first reset dates set
5.25, eight, and 11 years after issuance for the respective
instruments; and revised to minimal the equity content of the
hybrid to be redeemed.

"We also continue to assess the equity content on the remaining
hybrids as intermediate since the notes called have been refinanced
in line with our criteria."

S&P arrives at its 'B+' issue rating on the proposed security by
notching down from its 'BBB' issuer credit rating because S&P:

-- Includes one notch of uplift from the 'bb-' stand-alone credit
profile (SACP), to reflect potential extraordinary government
support.

-- Deducts one notch for subordination because its long-term
issuer credit rating on EDF is investment grade (that is, higher
than 'BB+'); and

-- Deducts an additional notch for payment flexibility, to reflect
that the deferral of interest is optional.

S&P said, "To reflect our view of the intermediate equity content
of the new securities, we allocate 50% of the related payments as a
fixed charge and 50% as equivalent to a common dividend. The 50%
treatment of principal and accrued interest also applies to our
adjustment of debt.

"EDF can redeem the securities for cash at any time from the first
interest reset date, which, for all three instruments, will be more
than five years after issuance and on any coupon payment date
thereafter. Although perpetual, they can be called at any time for
tax, accounting, ratings, or a substantial repurchase event. If any
of these events occur, EDF intends to, but is not obliged to,
replace the instruments. In our view, this statement of intent
mitigates the issuer's ability to repurchase the notes on the open
market. We understand that the interest to be paid on the proposed
security will increase by 25 basis points (bps) at the reset date
three months after the first call date and a further 75 bps 20
years after the reset date. We consider the cumulative 100 bps as a
material step-up, which is currently unmitigated by any binding
commitment to replace the instrument at that time. We believe this
step-up provides an incentive for the issuer to redeem the
instrument on its first reset date.

"Consequently, for each instrument we will no longer recognize it
as having intermediate equity content after its first reset date
because the remaining period until its economic maturity would, by
then, be less than 20 years. However, we classify the instrument's
equity content as intermediate until its first reset date, so long
as we think that the loss of the beneficial intermediate equity
content treatment will not cause the issuer to call the instrument
at that point. EDF's willingness to maintain or replace the
instrument in the event of a reclassification of equity content to
minimal is underpinned by its statement of intent."

Key Factors In S&P's Assessment Of The Securities' Deferability

In S&P's view, EDF's option to defer payment on the securities is
discretionary. This means that EDF may elect not to pay accrued
interest on an interest payment date because it has no obligation
to do so and can defer indefinitely. However, any outstanding
deferred interest payment, plus interest accrued thereafter, will
have to be settled in cash if EDF declares or pays an equity
dividend or interest on equally ranking securities, and if EDF
redeems or repurchases shares or equally ranking securities.
However, once EDF has settled the deferred amount, it can still
choose to defer on the next interest payment date.

Key Factors In S&P's Assessment Of The Securities' Subordination

The securities will constitute deeply subordinated obligations,
ranking senior only to ordinary shares of EDF S.A. (the issuer) and
to any other class of the issuer's share capital (including
preference shares) pari passu among themselves and with all other
present and future deeply subordinated obligations of the issuer
and subordinated to present and future "titres participatifs or
prêts participatifs" issued by or granted to the issuer, ordinary
subordinated obligations, and unsubordinated obligations of the
issuer.


HESTIAFLOOR 2: Moody's Affirms 'B2' CFR, Outlook Stable
-------------------------------------------------------
Moody's Ratings has affirmed the B2 long term corporate family
rating and the B2-PD probability of default rating of the French
manufacturer of vinyl flooring solutions Hestiafloor 2 (Gerflor).
Concurrently, Moody's have assigned a new B2 instrument rating to
Gerflor's amended and extended EUR900 million senior secured term
loan B and the EUR210 million senior secured revolving credit
facility (RCF). The company intends to extend the maturities of its
bank credit facilities by three years to February 2030 and August
2029, respectively. The outlook remains stable.

The rating action reflects Moody's expectations that the
transaction will be completed as planned. Moody's expect to
withdraw the ratings on the outstanding EUR900 million senior
secured term loan B due 2027 and the EUR210 million senior secured
revolving credit facility (RCF) due 2026 once the transaction is
completed.

RATINGS RATIONALE

The rating action reflects:

-- Gerflor's improved liquidity profile, resulting from the
planned extension of the maturity of its Term Loan B (TLB) and
Revolving Credit Facility (RCF).

-- The company's resilient operating performance over the last two
years, despite the challenging market environment in construction.
This resilience is largely due to the company's limited exposure to
residential construction (12% of group sales) and office buildings
(6%), where volumes have significantly declined and the outlook
remains uncertain. Conversely, the commercial markets to which
Gerflor is primarily exposed - including transport, sport,
education, and healthcare - have continued to grow.

-- Moody's expectation that Gerflor's Moody's adjusted gross
leverage will remain within the 5.5x – 6.0x range in the next
12-18 months, which is broadly in line with its current level of
5.8x at the end of June 2024 (6x at the end of 2023).

-- Moody's forecast that Gerflor's earnings will grow at a
low-single-digit rate in both 2024 and 2025. This growth will be
driven by organic topline growth, contributions from past
acquisitions, and improvements in plant productivity. However,
Moody's also expect the company to remain acquisitive and also
distribute minor dividends to its shareholders (approximately EUR15
million p.a.), which may hinder meaningful deleveraging.

-- Moody's projection that the intended repricing of Gerflor's
bank facilities will not result in a deterioration in Moody's
adjusted EBITA/ Interest expense, as likely higher interest
payments will be largely offset by the higher earnings Moody's
forecast for 2024-25.

OUTLOOK

The stable outlook reflects Moody's expectation that, over the next
12-18 months, Gerflor's credit metrics will remain adequate for the
B2 rating category. This includes Moody's adjusted gross leverage
staying in the 5.5x-6x range coupled with positive FCF generation.

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

Positive rating pressure could arise if:

-- Evidence of a prudent facial policy consistent with
Moody's-adjusted gross debt/EBITDA sustainably below 5.0x;

-- Moody's-adjusted free cash flow is sustainably positive with
FCF/debt above 5%;

-- Moody's-adjusted EBITA margin is sustained above 12%;

-- Good liquidity profile.

Conversely, negative rating pressure could arise if:

-- Moody's-adjusted gross debt/EBITDA is sustained above 6.0x;

-- Moody's-adjusted EBITA/ Interest is sustained well below 2.0x;

-- Moody's-adjusted FCF deteriorated towards a break-even level;

-- Material deterioration in liquidity profile.

LIQUIDITY

Gerflor's liquidity profile is adequate. As of June 2024, the
company had EUR95 million in cash on its balance sheet plus a fully
undrawn EUR210 million senior secured RCF, the maturity of which is
now contemplated to be extended by three years to August 2029. The
facility includes a springing covenant that is only tested when
more than 40% of it is drawn, with a net leverage test of 9.0x
(currently around 4.1x). In July 2024, the company concluded a
small acquisition of a British flooring company Harlequin for GBP20
million enterprise value, which was funded by drawing under the
RCF.

The company's liquidity profile is further supported by Moody's
expectation of continued positive free cash flow generation in
2024-25. However, at the end of 2023 the company has a relatively
sizeable amount of short-term debt consisting of EUR53 million bank
loans and EUR25 million factor loans. In addition, the company also
uses an uncommitted non-recourse factoring programme, under which
it derecognized receivables totalling EUR53 million at the year-end
2023.

STRUCTURAL CONSIDERATIONS

The EUR900 million Term Loan B and the EUR210 million RCF are rated
in line with the CFR. The instruments are senior secured, share the
same security package, rank pari passu and are guaranteed by a
group of companies representing at least 80% of the consolidated
group's EBITDA. The borrower of these instruments is the top entity
of the restricted group, Hestiafloor 2. Moody's have used its
standard assumption of a 50% recovery rate, reflecting the
covenant-lite capital structure.

COVENANTS

Moody's have reviewed the marketing draft terms for the new credit
facilities. Notable terms include the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include all
companies representing 5% or more of consolidated EBITDA. Security
will be granted over key shares, bank accounts and intra-group
receivables. Incremental facilities are permitted up to the greater
of EUR180 million and 75% consolidated EBITDA, and amounts under
the total net leverage ratio (TNLR) test can be made available in
this way. Unlimited pari passu debt is permitted up to a TNLR of
5.0x. Permitted payments are allowed if the TNLR is 4.5x or lower;
or, if funded from acceptable funding sources, 4.75x or lower.
Adjustments to consolidated EBITDA include cost savings and
synergies, capped at 20% of consolidated EBITDA and expected to
arise within 24 months.

The above are proposed terms, and the final terms may be materially
different.

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

COMPANY PROFILE

Headquartered in Villeurbanne, France, Gerflor is a manufacturer of
resilient flooring products, largely for the nonresidential end
market throughout Europe, but it also has operations in the
Americas and Asia-Pacific. The company's activities cover four main
areas: contract (including wall and finishes), sports, transport
and residential. In the last 12 months ending June 2024, the
company generated EUR1.54 billion of revenue.


OPTIMUS BIDCO: Moody's Alters Outlook on 'B3' CFR to Negative
-------------------------------------------------------------
Moody's Ratings affirmed the B3 long-term corporate family rating
and the B3-PD probability of default rating of Optimus BidCo SA
("Stow" or "the company"). Concurrently, Moody's affirmed the B3
instrument ratings of the company's EUR99 million senior secured
first lien revolving credit facility (RCF) and its EUR605 million
senior secured first lien term loan B (1L TLB). The outlook was
changed to negative from stable.

RATINGS RATIONALE

The outlook change to negative reflects the continued softness in
Stow's end markets; credit metrics development below Moody's
expectations; and continued negative free cash flow generation with
limited capacity for further underperformance.

The general industry sentiment under Stow's warehouse racking and
automation customers has been defined by prolonged delayed decision
making in the past 12-18 months. Stow's order backlog decreased to
EUR712 million as of June 2024 compared to EUR764 million as of
June 2023 as the cyclical softness prolonged to Stow's robotics
segment as well, somewhat delaying its ramp-up. However, the
backlog in the robotics segment still increased by 21% in that
period.

This led to weak credit metrics below Moody's previous
expectations. Stow's Moody's-adjusted Debt/EBITDA is 11.8x for the
last twelve months to June 2024, while the company's FCF were
-EUR66 million in the same period. Both were burdened by the
sizeable debt-funded growth investments in 2022 and 2023 that have
not generated meaningful earnings yet, as well as by the cyclical
softening. Moody's expect this to be the trough of Stow's operating
performance with end markets improving and the robotics division
turning profitable. However, Moody's expect only a gradual
improvement in the next 12-18 months with still negative, but
improving, FCF generation and Moody's-adjusted Debt/EBITDA
remaining above 7.5x. Any additional significant cash burn would
put Stow's B3 CFR under pressure.

Stow's B3 CFR remains supported by its leadership position in the
European racking market; high growth potential of its robotics
division, which is highly synergetic with its racking products; its
integrated operating facilities enabling economies of scale; its
direct distribution model supporting profitability; and its ability
to largely pass through inflation of key input costs, such as
steel. Stow also benefits from the long-term secular trends for
logistics and e-commerce storage space growth. Its CFR is
additionally constrained by the significant geographical and
product concentration in industrial storage solutions, which
exposes Stow to the cyclical end markets in the warehouse and
logistics sectors.

OUTLOOK

The negative outlook reflects Moody's expectation that Stow's
leverage will remain above 7.5x as measured by Moody's-adjusted
Debt/EBITDA with continued, yet gradually improving, negative free
cash flow generation in the next 12-18 month. This will be driven
by the prolonged softness of Stow's end-markets with Moody's
expectation of only a gradual recovery.

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

The ratings could be upgraded if Stow (1) demonstrated a successful
ramp-up in the robotics division with a structurally improved
profitability; (2) reduced Moody's-adjusted debt/EBITDA below 6.0x
on a sustained basis; (3) improved Moody's-adjusted EBITA /
Interest Expense towards 2.0x sustainably; (4) generated meaningful
positive FCF on a sustained basis; and (5) maintained an adequate
liquidity profile with sufficient capacity under covenants at all
times.

The ratings could be downgraded if Stow's (1) Moody's-adjusted
debt/EBITDA remained above 7.5x on a sustained basis, (2)
Moody's-adjusted EBITA / Interest Expense did not improve
sustainably above 1.0x; (3) FCF failed to improve towards
break-even; (4) liquidity weakened.

LIQUIDITY

Stow's liquidity is adequate. At the end of June 2024, Stow had
around EUR22 million cash on balance sheet and EUR79 million
available under its EUR99 million RCF. These liquidity sources,
together with funds from operations, which Moody's expect the
company to generate until the end of 2025, are sufficient to cover
the company's cash needs over the same period. The cash
requirements are mainly for working cash (for normal day-to-day
operating requirements); interest payments (around EUR60 million);
working capital swings to fund future growth; repayment of
short-term debt of around EUR40 million (EUR20 million of which
drawn RCF as per June 2024); and capital spending of around EUR45
million (including lease principal payments).

There are no significant debt maturities until September 2028 when
the RCF falls due. Stow has to comply with one springing 1L TLB net
leverage covenant if the RCF is drawn by more than 40%. Moody's
expect the company to maintain a sufficient capacity under the
covenant over the next 12 to 18 months.

STRUCTURAL CONSIDERATIONS

Optimus BidCo SA is the borrower of the EUR99 million senior
secured first-lien RCF and the EUR605 million senior secured 1L
TLB. The RCF and the 1L TLB instruments rank pari passu and are
rated B3 in line with the CFR. All instruments mature in 2028. The
collateral package is limited to shares, intercompany loans and
bank accounts. Guarantors represent a minimum of 80% of the group's
EBITDA.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Optimus BidCo SA, located in Duisans, France, is the parent of
companies that trade under the names Stow and Movu. The company
develops, manufactures and installs racking systems in Europe
(Stow) and provides automated warehouse solutions (Movu). In the 12
months that ended June 30, 2024, Stow generated around EUR907
million in revenue and EUR80 million in company-adjusted EBITDA.
Stow is owned by the private equity firm Blackstone.




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G E R M A N Y
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MAHLE GMBH: S&P Affirms 'BB' LT ICR & Alters Outlook to Negative
----------------------------------------------------------------
S&P Global Ratings revised its outlook on German autoparts supplier
MAHLE GmbH (Mahle) to negative from stable and affirmed its 'BB'
long-term issuer credit rating.

The negative outlook reflects the potential for a downgrade if
Mahle's fails to increase its FFO to debt to more than 25% and
restore its free operating cash flow (FOCF) to debt to more than 5%
by 2025.

S&P said, "Mahle's operating profitability is improving at a slower
pace than expected amid tough market conditions. We revised down
our adjusted 2024 EBITDA margin projection to 7%-8% from 8%-9%
previously for Mahle. Mahle's reported EBITDA increased to EUR489
million (including one-off gains of EUR144 million from
divestments) in first-half 2024 from EUR400 million in first-half
2023. This corresponds to a reported EBITDA margin of 8.1% (5.7%
excluding divestment gains) versus 6.1% the previous year. We
understand that productivity increases and positive price
adjustments were fully offset by negative volume effects and
increased labor costs. The company's sales decreased by 4.2%
organically (or 8.8% including foreign exchange and scope effects)
in first-half 2024 due to flattish global light vehicle production,
with even more negative trends in Europe where Mahle generates
about 45%-50% of its sales. In addition, demand for commercial
vehicles was also down in first-half 2024 with the production of
medium- and heavy-duty trucks declining by 0.8%. In our base case
for 2024, we incorporate higher cost compensation from customers in
the second half of 2024 versus the first half, following a similar
pattern seen in 2023, as well as continued discipline on costs and
further productivity enhancements. We have also revised our
projections for adjusted FOCF for Mahle in 2024 to zero or up to
EUR50 million from EUR100 million-EUR200 million previously. This
is close to management's guidance of free cash flow of about EUR400
million for 2024, since our adjusted FOCF figure excludes gains and
losses from disposals and includes cash interest paid. This should
lead to an FOCF-to-debt ratio of 0.0%-2.0% in 2024, which we
consider weak for the rating.

"The forecast improvement in our adjusted EBITDA margin for Mahle
to 8%-9% in 2025 hinges mainly on further productivity gains. By
2025, Mahle plans to operate with most of its direct personnel and
indirect employees in best-cost countries. The company has been
cutting production capacity in higher-cost countries such as
Western Europe, North America, and Japan and building new
production capacity and research and development (R&D) centers in
Eastern Europe, Asia, and Mexico. In our base case, we assume the
plan will be executed successfully, which should help Mahle
mitigate pricing pressure from automakers on products and risks of
commoditization over time, especially of its engine components and
filtration systems, which are currently contributing significantly
to the group's EBITDA (about 72% in 2023) and cash flows. In
addition, the contribution from Mahle's Thermal Management division
should improve following the company's price renegotiation with
customers last year. The current volatility in BEV demand in
certain European markets will make it difficult for Mahle to cover
its fixed costs on its e-mobility offering in 2024. However, we
assume a pickup in BEV demand in 2025, when automakers will have to
comply with stricter carbon dioxide (CO2) emissions regulations in
Europe, could also support an improvement in profitability.
Nevertheless, we are mindful that automakers may choose to buy CO2
credits instead of using discounts to push BEVs to the market if
demand remains weak. While Mahle's dual strategy offers some
protection against volatile BEV demand, upfront costs for the
development of new e-mobility products remain inevitable and
represent a drag on profits in the short term. In 2025, we forecast
FOCF of EUR150 million-EUR200 million (corresponding to FOCF to
debt of 5.5%-7.5%) in line with our assumption of a higher EBITDA
margin of 8%-9% and flat capital expenditure (capex) to sales of
about 4%.

"We think that Mahle will continue to favor deleveraging through a
conservative financial policy. Mahle's shareholders, which are
non-profit entities MAHLE Stiftung and MABEG, should continue to
support a prudent dividend policy. This leads us to estimate cash
dividends of EUR30 million-EUR50 million over 2024-2025. Along the
same lines, we believe the company will only consider small bolt-on
acquisitions. Management targets a reported net debt-to-EBITDA
ratio of 1.0x, which compares to 1.3x on June 30, 2024. In our base
case, we expect an S&P Global Ratings-adjusted debt-to-EBITDA ratio
of 3.0x-3.5x in 2024 and 2.5x-3.0x in 2025, down from 3.6x in 2023.
Apart from higher earnings, deleveraging in 2024 is also supported
by disposals. This year, Mahle sold its stake in BHTC for about
EUR200 million. The difference between Mahle's reported leverage
and our adjusted leverage metric mainly stems from our adjustments
related to operating leases, pension obligations, outstanding
receivable financing, and reclassification of income from asset
disposals as exceptional items. We also exclude some cash balances
that we consider not immediately available for debt repayment.

"The negative outlook reflects the risk that weak auto production
volumes, including volatile BEV production, will not support an
improvement in Mahle's overall earnings and FOCF. We expect this
could lead to FFO to debt lower than 25% and FOCF to debt lower
than 5% by 2025."

S&P could lower its rating on Mahle if operating setbacks or
higher-than-expected losses in electronics and mechatronics,
coupled with weaker auto production volumes, caused:

-- S&P Global Ratings-adjusted FFO to debt to recover to only
about 20%-25%; and

-- S&P Global Ratings-adjusted FOCF to debt remains below 5%.

S&P could revise its outlook to stable if it sees prospects for
Mahle's FFO to debt and FOCF to debt to sustainably exceed 25% and
5%, respectively.

Environmental factors are a negative consideration in S&P's credit
rating analysis of Mahle because the company relies on conventional
internal combustion engines for about 40% of its sales. The company
faces substitution risks from electrification, and its ability to
offset potential losses in its combustion engine-related businesses
largely depends on higher content per vehicle in its electronics
and mechatronics business.

A faster-than-expected transition to BEVs, coupled with slow
adoption of the company's technology, still represents a meaningful
risk, despite the company's efforts to expand and improve the
profitability of its EV-related product portfolio. S&P notes as
positive, however, that Mahle has the technological capability to
support the increased electrification of vehicle powertrains at a
competitive cost. However, S&P expects high R&D costs of 5.0%-6.0%
of sales over the next two to three years will likely constrain
EBITDA margin expansion.




===========
G R E E C E
===========

ATHENS: Moody's Affirms Ba1 Issuer Rating & Alters Outlook to Pos.
------------------------------------------------------------------
Moody's Ratings has changed the outlook on the City of Athens'
rating to positive from stable, while affirming the local and
foreign currency long-term issuer rating of Ba1. Moody's have also
affirmed the city's ba1 Baseline Credit Assessment (BCA).

This rating action follows the change in outlook on the rating of
the Government of Greece to positive from stable and affirmation of
its Ba1 ratings on September 13, 2024.

RATINGS RATIONALE

RATIONALE FOR THE OUTLOOK CHANGE

The rating action reflects the strong correlation between the
credit profile of Athens and the Government of Greece, stemming
from their institutional, operational and financial linkages. The
positive outlook on Greece translates into reduced systemic risk
for Athens. The positive outlook for Athens also reflects Moody's
expectation that the city will benefit from the improved credit
conditions of the sovereign given the city's key role as capital
city and as an economic and financial hub.

Additionally, should Greece's economic and fiscal health strengthen
more rapidly than Moody's currently anticipate, this could result
in an increase in state transfers to the city of Athens, exceeding
Moody's baseline projections. Consequently, this would bolster
Moody's expectation of the sustained robustness of Athens'
financial fundamentals in the future. There is a strong correlation
between the sovereign's macroeconomic performance and the tax bases
of the city of Athens. Approximately 40% of the city's operating
revenue comes from taxes that are highly sensitive to the local
economic dynamics, including Value Added Tax (VAT), corporate
taxes, and property taxes. Furthermore, Moody's believe that
transfers from the central government, which account for roughly
28% of the city's operating revenue, are likely to increase in a
context of positive economic growth.

RATIONALE FOR THE RATING AFFIRMATION

The affirmation of the ba1 BCA and Ba1 issuer rating reflects the
City of Athens' good budgetary planning, low debt burden and good
liquidity profile, trends Moody's expect to persist in the coming
years. However, the city's Ba1 rating also denotes its constrained
financial flexibility, as the majority of its expenditures,
including personnel costs and capital spending, are largely
determined by the sovereign. Additionally, Moody's observe that the
city has a fragile socio-economic profile characterized by a high
rate of emigration, which in turn, leads to increased demand for
social services.

While Athens experienced a budget deterioration in 2023 due to
one-time expenditures, Moody's expect its budgetary ratios to
return to historical levels starting from 2024. This reflects the
city's self-imposed fiscal discipline, increased revenue
collection, and controlled spending. According to Moody's
projections, the city's primary operating balance (POB) is likely
to shift positively in 2024, achieving an expected POB of
approximately 1% of operating revenue, up from a negative 2.5% of
its operating revenue in 2023. By 2026, the POB is expected to
reach around 4%.

Moody's anticipate Athens to gradually increase its capital
expenditure in line with its investment programme (such as
infrastructure, sustainability and digitalization, among others).
However, overall costs to the city will be limited given that
around 82% of these expenditures will be funded by central
government transfers, including EU funds. In addition, Athens will
receive around EUR200 million from the Next Generation EU funds
until 2026, which will have a positive impact on the city's local
economy in the medium-long term.

The city's debt management strategy is predictable and robust. As
of year-end 2023, Athens has posted a low debt burden, at 23% of
operating revenue. Moody's expect the city's debt stock to maintain
its low levels over the medium term, with its debt burden gradually
decreasing to approximately 15% of operating revenue by 2026.
Furthermore, the city has a strong liquidity position, possessing
significant cash reserves sufficient to cover its annual debt
service for the next three years, thereby minimizing refinancing
risks.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Athens' ESG considerations have a limited impact on the current
rating, with potential for greater negative impact over time. Its
Credit Impact Score of (CIS-3), mainly reflects moderate exposure
to environmental and social risks, while its governance is robust.

Athens has moderate credit exposures to environmental risks (E-3).
The city's main risks are heat stress, water stress and waste and
pollution, all of which could generate future costs for municipal
services. Large wildfires and severe flooding highlights Athens'
exposure to physical climate risks. Investments for remediation and
mitigation largely rely on national budgets. Furthermore the city
benefits from significant financial support from the EU and from
the central government which will mitigate the financial impact of
environmental risks (i.e. renovation of waste management and
infrastructure as well as renovating public transport with electric
vehicles).

Athens has moderate credit exposures to social risks (S-3),
reflecting the city's ageing population, high level of immigrants
and, while decreasing, considerable youth unemployment rates. Main
social responsibilities, such as pensions and unemployment benefits
were transferred to the central government in 2018, thus mitigating
the impact of social risks for the City of Athens. However, the
city still retains some social costs putting pressure on its
budget. Access to housing and healthcare is good, while access to
basic services present some moderate risks.

Athens' (G-2) governance score reflects an institutional structure
characterized by weak revenue-generating flexibility and limited
expenditure flexibility. However, the city demonstrates strong
policy effectiveness and adheres to prudent budgeting principles.
Additionally, the management follows conservative debt and
investment policies, thereby limiting the city's exposure to
market-related risks. The city's fiscal and debt management
measures are further bolstered by comprehensive financial reporting
and high-quality transparency standards.

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: Greece, Government of

GDP per capita (PPP basis, US$): 39,395 (2023) (also known as Per
Capita Income)

Real GDP growth (% change): 2% (2023) (also known as GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 3.8% (2023)

Gen. Gov. Financial Balance/GDP: -1.6% (2023) (also known as Fiscal
Balance)

Current Account Balance/GDP: -6.3% (2023) (also known as External
Balance)

External debt/GDP: [not available]

Economic resiliency: baa1

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 12, 2024, a rating committee was called to discuss the
rating of the Athens, City of. The main points raised during the
discussion were: The issuer's economic fundamentals, including its
economic strength, have materially increased. The issuer's
institutions and governance strength, have not materially changed.
The issuer's governance and/or management, have not materially
changed. The issuer's fiscal or financial strength, including its
debt profile, has not materially changed. The systemic risk in
which the issuer operates has materially decreased.

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

The strengthening of Greece's credit profile, as reflected by an
upgrade of the sovereign rating, would have positive credit
implications for Athens via a reduction in systemic risk. In
addition, an upgrade of Athens' rating would also require a
continuation of the city's solid budgetary performance, adequate
liquidity position and low debt levels.

Similarly, a deterioration of sovereign credit strength would exert
downward pressure on Athens' rating. Factors such as fiscal
slippage, rapidly rising debt levels or the emergence of
significant liquidity risks would also exert downward pressure on
the city's rating.

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




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

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

   Entity/Debt                     Rating           
   -----------                     ------           
Clonkeen Park CLO DAC

   A-Loan                      LT AAAsf  New Rating
   A-Note XS2885238944         LT AAAsf  New Rating
   B XS2885239165              LT AAsf   New Rating
   C XS2885239678              LT Asf    New Rating
   D XS2885239835              LT BBB-sf New Rating
   E XS2885239751              LT BB-sf  New Rating
   F XS2885240171              LT B-sf   New Rating
   Subordinated XS2885240767   LT NRsf   New Rating

Transaction Summary

Clonkeeen Park CLO DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by Blackstone Ireland
Limited. The collateralised loan obligation (CLO) has a 4.5-year
reinvestment period and a 8.5-year weighted average life test
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch considers the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.1.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.3%.

Diversified Asset Portfolio (Positive): The transaction includes
four Fitch test matrices, of which two are effective at closing.
The matrices correspond to a top-10 obligor concentration limit at
20% and fixed-rate obligation limits at 5% and 12.5%. It has two
forward matrices corresponding to the same top-10 obligors and
fixed-rate asset limits, which will be effective 12 months after
closing, provided the collateral principal amount (defaults at
Fitch-calculated collateral value) is at least at the reinvestment
target balance, subject to rating agency confirmation from Fitch.

The transaction also includes various concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries at 40%. These covenants ensure the asset portfolio will
not be exposed to excessive concentration.

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

Cash-flow Modelling (Positive): The WAL used for the transaction's
stress portfolio analysis is 12 months less than the WAL covenant
at the issue date (subject to a floor of six years), to account for
the strict reinvestment conditions envisaged by the transaction
after its reinvestment period.

These include passing the coverage tests and the Fitch 'CCC' bucket
limitation test after reinvestment, and a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during the
stress period.

RATING SENSITIVITIES

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

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

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

Should the cushion between the identified portfolio and the stress
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
stressed portfolio would lead to a downgrade 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's Stress portfolio
would lead to an upgrade of up to three notches for the rated
notes, except for the 'AAAsf' rated notes.

During the reinvestment period, upgrades, which are based on
Fitch's Stress portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining weighted average
life test, leading to the notes being able to withstand
larger-than-expected losses for the remaining life of the
transaction. After the end of the reinvestment period, upgrades may
occur if portfolio credit quality and deleveraging are stable,
leading to higher credit enhancement and excess spread available to
cover for losses on the remaining portfolio.

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

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

DATA ADEQUACY

Clonkeen Park CLO DAC

Most 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.

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

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied on 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 Clonkeen Park CLO
DAC. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose any ESG factor that is a
key rating driver in the key rating drivers section of the relevant
rating action commentary.


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

The reinvestment period will be 4.50 years, while the non-call
period will be 1.50 years after closing.

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

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

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

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

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

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

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

  Portfolio benchmarks
                                                          CURRENT

  S&P Global Ratings weighted-average rating factor      2,910.52

  Default rate dispersion                                  492.35

  Weighted-average life (years)                              4.46

  Weighted-average life
(years--adjusted for reinvestment period)                   4.50

  Obligor diversity measure                                136.37

  Industry diversity measure                                20.32

  Regional diversity measure                                 1.25


  Transaction key metrics
                                                          CURRENT

  Total par amount (mil. EUR)                              400.00

  Defaulted assets (mil. EUR)                                0.00

  Number of performing obligors                               159

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

  'CCC' category rated assets (%)                            1.25

  Target 'AAA' weighted-average recovery (%)                37.27

  Actual weighted-average spread (%)                         4.01

  Actual weighted-average coupon (%)                         3.17


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

The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the loan and notes. This may allow for the principal proceeds to
be characterized as interest proceeds when the collateral par
exceeds this amount, subject to a limit, and affect the
reinvestment criteria, among others. This feature allows some
excess par to be released to equity during benign times, which may
lead to a reduction in the amount of losses that the transaction
can sustain during an economic downturn. S&P said, "Hence, in our
cash flow analysis, we assumed a starting collateral size of less
than target par (i.e., the EUR400 million target par minus the
EUR7.5 million maximum reinvestment target par adjustment
amount)."

S&P said, "In our cash flow analysis, we also modeled the
covenanted weighted-average spread of 4.01% and the targeted
weighted-average recovery rates at each rating level as indicated
by the collateral manager. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

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

"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria. The issuer purchased
approximately 62.5% of the portfolio from a secured special-purpose
vehicle (SPV) grantor via participations, which also comply with
our legal criteria. The transaction documents also require that the
issuer and secured SPV grantor use commercially reasonable efforts
to elevate the participations by transferring to the issuer the
legal and beneficial interests as soon as reasonably practicable
following the closing date.

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

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

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

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

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

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

Environmental, social, and governance

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

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

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

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

  A         AAA (sf)    160.40    38.00    Three/six-month EURIBOR

                                           plus 1.30%

  A-loan    AAA (sf)     87.60    38.00    Three/six-month EURIBOR

                                           plus 1.30%

  B         AA (sf)      45.00    26.75    Three/six-month EURIBOR

                                           plus 1.95%

  C         A (sf)       23.00    21.00    Three/six-month EURIBOR

                                           plus 2.25%

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

                                           plus 3.40%

  E         BB- (sf)     18.00     9.50    Three/six-month EURIBOR

                                           plus 6.21%

  F         B- (sf)      12.00     6.50    Three/six-month EURIBOR

                                           plus 8.70%

  Sub notes    NR        41.25      N/A    N/A

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

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


HAYFIN EMERALD XI: Fitch Assigns B-sf Final Rating on Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Hayfin Emerald CLO XI DAC reset notes
final ratings.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
Hayfin Emerald
CLO XI DAC

   A XS2543290964       LT  PIFsf   Paid In Full   AAAsf
   A-R XS2866209575     LT  AAAsf   New Rating
   B-1 XS2543291343     LT  PIFsf   Paid In Full   AAsf
   B-1-R XS2866209732   LT  AAsf    New Rating
   B-2 XS2543291699     LT  PIFsf   Paid In Full   AAsf
   B-2-R XS2866209906   LT  AAsf    New Rating
   C XS2543291855       LT  PIFsf   Paid In Full   Asf
   C-R XS2866210151     LT  Asf     New Rating
   D XS2543292077       LT  PIFsf   Paid In Full   BBB-sf
   D-R XS2866210318     LT  BBB-sf  New Rating
   E XS2543292234       LT  PIFsf   Paid In Full   BB-sf
   E-R XS2866210581     LT  BB-sf   New Rating
   F XS2543292580       LT  PIFsf   Paid In Full   B-sf
   F-R XS2866210748     LT  B-sf    New Rating

Transaction Summary

Hayfin Emerald CLO XI 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 redeem all the existing notes apart from the
subordinated notes, and to fund the underlying portfolio with a
target par of EUR400 million.

The portfolio is actively managed by Hayfin Emerald Management LLP.
The collateralised loan obligation (CLO) has a 5.1-year
reinvestment period and an 8.1-year weighted average life (WAL).

The gap between the stated final maturity date (October 2038) and
the weighted average life (WAL) test date (October 2033) in its
view mitigates the risk of maturity concentrating at the end of the
transaction's life.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 23.8.

High Recovery Expectations (Positive): At least 90% of the current
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the current portfolio is 60.5%.

Diversified Asset Portfolio (Positive): The transaction includes
six Fitch matrices. Four are effective at closing, corresponding to
an 8.1-year WAL and an extended 9.1-year WAL with a target par
condition at EUR400 million. Another two are effective two years
after closing, corresponding to a 7.1-year WAL with a target par
condition at EUR398 million. Each matrix set corresponds to two
different fixed-rate asset limits at 15% and 7.5%. All matrices are
based on a top-10 obligor concentration limit at 20%.

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

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

Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio analysis is eligible to a 12- month haircut, subject to a
six-year floor. This is to account for the strict reinvestment
conditions envisaged after the reinvestment period. These
conditions include passing the coverage tests, the Fitch 'CCC'
maximum limit after reinvestment and a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. These conditions would reduce the
effective risk horizon of the portfolio during stress periods. As
the maximum WAL in the transaction is 8.1 years, the WAL modelled
was floored at 7.1 years.

RATING SENSITIVITIES

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

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

Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high levels of defaults and portfolio deterioration.
Due to the better metrics of the current portfolio than the
Fitch-stressed portfolio the rated notes display a rating cushion
to a downgrade of up to two notches.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio erode 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 result in downgrades of three
notches on the class A-R to D-R notes and to below 'B-sf' for the
class E-R and F-R notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolios would lead to upgrades of no more than five notches for
the rated notes of the transaction, except for the 'AAAsf' notes.

During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, 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

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


HAYFIN EMERALD XI: S&P Assigns B-(sf) Rating on Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Hayfin Emerald
CLO XI DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes.
The issuer had also issued EUR37.30 million of subordinated notes
on the original closing date.

This transaction is a reset of the already existing transaction.
The existing classes of rated notes will be fully redeemed with the
proceeds from the issuance of the replacement notes on the reset
date and the ratings on the original notes will be withdrawn.

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

The portfolio's reinvestment period will end on Oct. 25, 2029.

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

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

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

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

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

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

  Portfolio Benchmarks

  S&P Global Ratings' weighted-average rating factor     2,732.16

  Default rate dispersion                                  666.63

  Weighted-average life (years)                              4.40

  Weighted-average life extended to cover
  the length of the reinvestment period (years)              5.10

  Obligor diversity measure                                103.40

  Industry diversity measure                                17.68

  Regional diversity measure                                 1.25


  Transaction Key Metrics

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

  'CCC' category rated assets (%)                            2.61

  Target 'AAA' weighted-average recovery (%)                35.38

  Target weighted-average spread (%)                         3.97

  Target weighted-average coupon (%)                         3.36

Rating rationale

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end 5.10 years after closing.

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

S&P said, "In our cash flow analysis, we used the EUR400 million
expected portfolio size, the target weighted-average spread of
3.97%, the target weighted-average coupon of 3.36%, and the target
rating-specific recovery rates for the rated notes. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

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

"Until the end of the reinvestment period on Oct. 25, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria at the time of assigning
final ratings.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the ratings are
commensurate with the available credit enhancement for the class
A-R to F-R notes.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1-R and B-2-R to F-R notes could
withstand stresses commensurate with higher ratings than those we
have assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our ratings on the notes.

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

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

Environmental, social, and governance

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

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

  A-R     AAA (sf)    248.00     38.00      3M EURIBOR + 1.32%

  B-1-R   AA (sf)      29.60     28.10      3M EURIBOR + 1.90%

  B-2-R   AA (sf)      10.00     28.10      4.85%

  C-R     A (sf)       22.80     22.40      3M EURIBOR + 2.30%

  D-R     BBB- (sf)    29.20     15.10      3M EURIBOR + 3.65%

  E-R     BB- (sf)     18.40     10.50      3M EURIBOR + 6.85%

  F-R     B- (sf)      12.00      7.50      3M EURIBOR + 7.69%

  Sub.    NR           37.30       N/A      N/A

*The ratings assigned to the class A-R, B-1-R, and B-2-R notes
address timely interest and ultimate principal payments. The
ratings assigned to the class C-R, D-R, E-R, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
3
M--Three month.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.




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I T A L Y
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SIENA NPL 2018: Moody's Cuts Rating on EUR2918MM A Notes to Ba1
---------------------------------------------------------------
Moody's Ratings has downgraded the rating of Class A notes in Siena
NPL 2018 S.r.l. ("Siena NPL"). The rating action reflects lower
than anticipated cash-flows generated from the recovery process on
the non-performing loans (NPLs) and underhedging.

EUR2918.2M Class A Notes, Downgraded to Ba1 (sf); previously on
Oct 21, 2021 Downgraded to Baa2 (sf)

RATINGS RATIONALE

The rating action is prompted by lower than anticipated cash-flows
generated from the recovery process on the NPLs and underhedging.

Lower than anticipated cash-flows generated from the recovery
process on the non-performing NPLS:

As of the latest reporting date (June 2024) Cumulative Gross
Collection Ratio stood at 57.91%, down from 58.79% as of the last
rating action, meaning that collections are coming slower than
anticipated in the original Business Plan projection. Indeed,
through the collection period ending on June 2024, 25 collection
periods since closing, aggregate cumulative gross collections were
EUR4.19 billion versus original business plan expectations of
EUR7.24 billion. Moody's have considered different scenarios in
terms of number of auctions in Moody's analysis.

64% of collections from transfer date until June 2024 corresponded
to Judicial Proceeds.  Collections from all type of collection
approaches represented 17.75% of initial Gross Book Value ("GBV").

Siena NPL has underperformed the servicers' original expectations
since closing with the gap between actual and servicers' and
Moody's expected collections stable in the last periods in part due
to less stringent expectations from first semester of 2022.
Servicers had reduced down their projections from original
anticipated collections by around 13.55% in the 2020 business plan
update which was the latest before the provision of the annual
review of business plans was removed from the documentation.

In addition, expenses are higher than anticipated by servicers
which Moody's factored into Moody's analysis. In particular, three
of the servicers have exceeded for several periods 4% of the
aggregate recoveries with respect to the entire portfolio managed
by them and two of the servicers have exceeded the relevant
Mandatory Expense limit of the Cumulative Budget.

In terms of the underlying portfolio, the reported GBV stood at
EUR17.63 billion as of June 2024 down from initial EUR23.98
billion. Out of the approximately EUR6.35 billion reduction of GBV
since closing, principal payments to Class A has been around
EUR2.08 billion. The ratio between Class A notes balance and the
outstanding gross book value of the backing portfolio (the "advance
rate"), stood at 4.75% as of July 2024, down from 7.77% as of the
last rating action. This advance rate is low compared to other
Italian NPL transactions in the same rating category.

Cumulative gross collections are above the limit for a
subordination event ("Mezzanine Notes Trigger") which is 50% - a
low level compared to other Italian NPL transactions - and
therefore Class B interests are being paid senior to Class A notes
principal. The principal payment to Class A was EUR59.46 million in
July 2024 payment date compared to the outstanding amount of Class
A at EUR836.94 million.

Underhedging:

The transaction is hedged against fluctuations of the three-month
Euribor rate, to which the notes are indexed, through an interest
rate cap. The transaction therefore benefits from an interest rate
cap with strike rate starting at 0.50% and increasing to 3%
(currently at 2.5%) referencing to three-month Euribor, provided by
HSBC Bank Plc (Aa3(cr) /P-1(cr)) and Mediobanca S.p.A. (Baa2(cr)
/P-2(cr)) as cap counterparties.

The notional of the interest rate cap was determined at closing, it
was initially equal to the outstanding balance of the Class A notes
and reduced in consideration of the anticipation of note's
amortisation. Given class A notes have amortised at a slower pace
than the scheduled notional amount set out in the cap agreement, a
portion of the outstanding notes is unhedged. Specifically, the
scheduled cap notional for the next period is EUR258.7 million
while outstanding Class A note's balance is EUR836.94 million.
Hence, 69% of Class A notes is unhedged.

Class B notes are entitled to receive the contractual interest
rate, payable senior to the Class A principal up to a cap of 8%,
and an additional 1% spread, which is paid junior to the Class A
notes principal together with any other deferred interest. Option
to capitalize this additional 1% has been exercised every two
payment dates from January 2019 and therefore class B notes balance
has increased to EUR901.21 million from EUR847.60 million at
closing. Interests on Class B accrues over this increased balance.

NPL transactions' cash flows depend on the timing and amount of
collections. Due to the current economic environment, Moody's have
considered additional stresses in Moody's analysis, including a
6-months delay in the recovery timing. Moody's have also considered
different scenarios in terms of number of auctions.

Moody's have taken into account the potential cost of the GACS
Guarantee within Moody's cash flow modelling, while any potential
benefit from the guarantee for the senior Noteholders has not been
considered in the analysis.

The principal methodology used in this rating was "Non-Performing
and Re-Performing Loan Securitizations" published in April 2024.

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

Factors or circumstances that could lead to an upgrade of the
rating include: (1) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (2) improvements in the credit quality of the
transaction counterparties; and (3) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
rating include: (1) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the rating; (2) deterioration in the
credit quality of the transaction counterparties; and (3) increase
in sovereign risk.




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TRANSCOM TOPCO: S&P Affirms 'B' ICR & Alters Outlook to Negative
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Sweden-based customer
relationship management (CRM) services company Transcom TopCo AB to
negative from stable and affirmed its 'B' issuer credit rating and
issue-level rating on the company's EUR380 million senior secured
notes.

The negative outlook reflects the risk that the company's operating
performance would continue to erode, leading to persistently
negative cash flows, tightening interest coverage, and heightened
refinancing risk.

Transcom's operating performance is hindered by weaker demand and
contract losses, while it invests to expand its capabilities in the
U.S. In the first half of 2024, Transcom's revenue was broadly
flat. The company saw a positive contribution from bolt-on
acquisitions of 3%, while organic growth was negative 2.4%, albeit
with a sequential improvement in the second quarter. This reflects
weak demand from clients, as well as the exit of a low-margin
contract in Spain in the second quarter of 2023. In particular, the
e-commerce and technology sector, which represents the largest end
market for Transcom, contributing around 45% of revenue, has
reduced spending since 2023 in a tough macroeconomic environment
with soft consumer demand. As a result, the company's reported
EBITDA margin excluding nonrecurring items fell significantly to
10.5% from 12.4%. This margin erosion was primarily driven by lower
sales volumes and excess capacity in some European countries,
alongside investments in expanding Transcom's sales capabilities in
the U.S.

S&P said, "We have materially revised down our forecasts for 2024
and subsequent years. We expect the above-mentioned trends will
persist into the second half of 2024, leading to a modest EBITDA
contraction. We expect Transcom's organic growth to be relatively
flat in 2024 but we forecast a 100-basis point (bps) decline in in
the underlying business' profitability, partly offset by lower
nonrecurring expenses. In 2025, we anticipate a return to positive
territory, supported by the pipeline of new business. We expect the
company's rightsizing efforts to pay off and, alongside volume
growth and ongoing shift to nearshoring and offshoring, this should
drive an increase in S&P Global Ratings-adjusted EBITDA margin of
50-100 bps in 2025.

"We forecast FFO cash interest coverage tightening to about
1.7x-1.9x in 2024-2025, on the back of weaker EBITDA and high
interest expenses of about EUR40 million, while leverage rises
toward 6.0x, from 5.3x in 2023. We anticipate free operating cash
flow (FOCF) will be negative EUR5 million to negative EUR10 million
in 2024, constrained by the reimbursement of delayed social charges
during the COVID-19 pandemic, and the payment of a fine in Spain.
In 2025, we forecast mildly positive FOCF. That said, this
improvement could be hampered by weak macroeconomic conditions,
higher-than-expected contract losses, higher investments necessary
to support its market positions, and hiccups in the company's plan
to expand in North America."

Transcom has a looming debt maturity wall in December 2026. This
year, share and bond prices of companies in the CRM industry have
dropped significantly, reflecting weaker trading and rising
concerns toward the risks that AI poses to the industry. For
instance, the share price of Teleperformance and Concentrix was
down by about 15% and 27% respectively, while Foundever, Transcom,
and KronosNet have seen their debt trading in the 60s-70s for
several months. Transcom's EUR380 million senior secured floating
rate notes are due in December 2026, and S&P believes refinancing
these bonds could prove difficult if this context persists.

S&P said, "Despite the threat of AI, we believe the direct impact
on CRM companies' credit ratings to be limited in the short term.
We expect the adoption of AI to be gradual, with the potential for
productivity gains and development of higher value services to
offset some risks related to the decrease of human-based
interaction volumes. CRM players who are investing heavily in AI
technology, may benefit by enhancing their service offerings, such
as technology consulting, while also improving efficiency in
customer interactions through larger volumes per agent and faster
response times. Transcom is making progress on the integration of
advanced digital solutions in its service offering, as clients
using solutions such as real-time translation, voice chatbots, or
advanced analytics, contribute more than 40% of its revenue,
compared with 30% a year ago. However, large resources are
necessary to keep up with AI advancements."

The negative outlook reflects the risk that the company's operating
performance continues to erode, leading to persistently negative
cash flows, tightening interest coverage, and heightened
refinancing risk heightens.

S&P could lower its rating on Transcom if:

-- S&P perceives heightened refinancing risk within the next 12
months;

-- Operating performance weakens further, leading to persistently
negative FOCF and funds from operations (FFO) cash interest
coverage falling materially below 2x. This could occur because of
weak client spending, competitive pressures, higher-than-expected
volume losses led by customers' increased use of AI, or higher
investments in sales and technology necessary to maintain its
market positions; and

-- The company pursues material debt-funded mergers and
acquisitions (M&A) or shareholder returns, such that leverage
climbs above 7x.

S&P could revise the outlook to stable if operational improvements
drive a return to positive FOCF and FFO cash interest coverage
ratio around 2.0x on a sustained basis. An outlook revision also
hinges on sufficient comfort and visibility that Transcom will be
able to refinance its debt maturities in a timely manner.

S&P said, "Social factors are a negative consideration in our
credit rating analysis of Transcom, reflecting the potential for
personal data and security breaches for CRM service providers in
general. Such risks could arise through increased regulatory
oversight and fines or reputational damage, which will affect a
firm's competitive advantage. We do not think Transcom demonstrates
company-specific weaknesses in the processing of large volumes of
client data relative to other CRM providers. Governance factors are
a moderately negative consideration, as is the case for most rated
entities owned by private-equity sponsors. It is likely the
company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects private-equity sponsors'
generally finite holding periods and focus on maximizing
shareholder returns."




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ANADOLU ANONIM: Fitch Hikes Insurer Fin. Strength Rating to 'BB'
----------------------------------------------------------------
Fitch Ratings has upgraded Anadolu Anonim Turk Sigorta Sirketi's
(Anadolu Sigorta) Insurer Financial Strength (IFS) Rating to 'BB'
from 'BB-'. The Outlook is Stable.

The upgrade follows a recent similar action on Turkiye's sovereign
ratings. The sovereign rating and its Outlook affect its assessment
of the industry profile and operating environment (IPOE) where the
insurer operates, Anadolu Sigorta's company profile and the credit
quality of its investment portfolio. The Stable Outlook reflects
that on Turkiye's sovereign rating.

The rating also reflects Anadolu Sigorta's very strong position in
the country's highly competitive insurance sector, high but reduced
asset risk driven by its substantial exposure to Turkish assets,
and adequate capitalisation and improved profitability.

Key Rating Drivers

Improved Investment and Asset Risk: Anadolu Sigorta is highly
exposed to domestic assets. Its investment portfolio largely
comprised deposits in Turkish banks and Turkish government bonds at
end-1H24. As a result, Fitch sees the company's credit quality as
highly correlated with that of Turkish banks and the sovereign.
Anadolu Sigorta's investment risk has improved following the
sovereign upgrade due to higher average investment credit quality,
as measured by a lower risky assets ratio, although asset risk
remains its main rating weakness.

Leading Turkish Insurer: Anadolu Anonim Turk Sigorta Sirketi's
business profile is supported by the company's very strong position
in Turkiye's highly competitive insurance sector. Anadolu Sigorta
was the country's third-largest non-life insurer as at end-2023,
with a market share of about 10%. Fitch Ratings expects Anadolu
Sigorta's strong competitive positioning to support the resilience
of its credit profile against the challenges posed by the Turkish
economy.

Capitalisation Supportive of Rating: The company's capitalisation,
as measured by Fitch's Prism Global model, improved to 'Adequate'
in 2023, from 'Somewhat Weak' at end-2022. This was driven by a
higher equity base as a result of higher retained earnings. The
local regulatory solvency ratio was comfortably above 100% at
end-2023 and end-1H24, which supports the company's ratings. Other
capital metrics, such as net written premium/equity and net
leverage, also improved and remained supportive of the rating.

Improved Earnings: Anadolu Sigorta's profitability improved
substantially in 2023, supported by both stronger, albeit still
negative, underwriting performance and higher investment income as
interest rates rose sharply in 2H23. The company invests largely in
bank deposits, which offered very high returns, given the increase
in interest rates to 42.5% at December 2023. In 2023, the company
reported a net income of TRY5.9 billion (2022: TRY1.1 billion),
corresponding to a net income return on equity (ROE) of 55% (2022:
22%).

In 1H24, Anadolu Sigorta's reported combined ratio improved to 101%
(1H23: 121%), due to improved performance of the motor third-party
liability line and increase premiums on other lines.

RATING SENSITIVITIES

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

- A downgrade of Turkiye's Long-Term Local-Currency Issuer Default
Rating (IDR) or major Turkish banks' ratings, leading to a material
deterioration in the company's investment quality

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

- An upgrade of Turkiye's IDR or major Turkish banks' ratings
leading to a material improvement in the company's investment
credit quality

ESG Considerations

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

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Anadolu Anonim Turk
Sigorta Sirketi       LT IFS BB  Upgrade     BB-


ODEA BANK: Fitch Puts 'B-' LongTerm IDR on Watch Negative
---------------------------------------------------------
Fitch Ratings has placed Odea Bank A.S.'s (Odea) Long-Term Issuer
Default Ratings (IDRs), Viability Rating (VR) and National
Long-Term Rating on Rating Watch Negative (RWN).

The RWN reflects Odea's significantly weakened core capitalisation
and uncertainty surrounding the prospects for capital buffers to
improve, notwithstanding the improvement in the operating
environment.

Odea's Government Support Rating of 'no support' is not affected by
this rating action.

Key Rating Drivers

Odea's IDRs are driven by its standalone strength, as reflected in
its VR. The VR reflects the bank's weak core capitalisation,
concentration in the improving, but challenging Turkish operating
environment, limited franchise and weak but improving asset
quality. It also reflects the bank's adequate funding and liquidity
profile and limited refinancing risks.

Odea's common equity Tier 1 (CET1) ratio declined to 7.8%
(including forbearance) at end-1H24 (end-2023: 10.3%) due to
operating losses in addition to an increase in risk weighted assets
(RWAs) density driven by the tightening of forbearance on RWAs. The
bank has also breached the minimum regulatory requirement including
capital conservation buffer on its Tier 1 capital ratio of 7.8%
(minimum regulatory requirement: 6%; capital conservation buffer:
2.5%). Equity/assets has also worsened to 6.8% (end-2023: 7.3%).

The bank made an operating loss of 1.3% of its RWAs in 1H24, mainly
due to tight margins on the back of rising cost of deposit funding
and slow asset repricing. Fitch expects the bank to make an
operating loss for the full-year 2024, and expects profitability to
remain weak in 2025. It remains sensitive to asset quality
weakening and potential macro and regulatory developments.

Fitch believes prospects for improving capital in the short term
could remain pressured by weak profitability with tight net
interest margins from high funding costs and limited loan growth.
Odea has capital enhancement plans such as RWAs optimisation, and
an additional Tier 1 capital issuance could be on the agenda from
the parent Bank Audi SAL, although this is uncertain. Fitch expects
the CET1 ratio to improve slightly above 8% by end-2024 and remain
relatively stable in 2025, although significant uncertainties
remain.

Fitch expects to resolve the RWN within six months once there is
more certainty regarding the effectiveness of the bank's planned
actions to improve its capitalisation and the implications for its
standalone credit profile.

The bank's 'B' Short-Term IDRs are the only possible option in the
Long-Term 'B' IDR category. The RWN on these reflect those on the
respective Long-Term IDRs.

Rating Sensitivities

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

The bank's ratings could be downgraded if one or more of the bank's
capital ratios remain sustainably below the respective minimum
regulatory capital requirements, including 2.5% capital
conservation buffer without remedial action.

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

The Outlook on the Long-Term IDRs would likely be revised to Stable
and removed from RWN if there is a sustained improvement in Odea's
capitalisation that is appropriate for its risk profile, and if
Fitch believes it is able to maintain it at that level over the
rating horizon.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Odea's subordinated notes' rating is at 'CCC' with a Recovery
Rating of 'RR6', and is notched down twice from the VR (the anchor
rating) for loss severity, reflecting its expectation of poor
recoveries in case of default. The RWN on the debt rating reflects
that on the VR.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The subordinated debt rating is sensitive to a change in Odea's VR
anchor rating. The debt rating could also be downgraded should
Fitch adversely change its assessment of non-performance risk.

VR ADJUSTMENTS

The operating environment score of 'b+' for Turkish banks is lower
than the category implied score of 'bb', due to the following
adjustment reasons: Macroeconomic stability (negative).

ESG Considerations

The ESG Relevance Score for Management Strategy of '4' reflects an
increased regulatory burden on all Turkish banks. The management's
ability across the sector to determine their own strategy and price
risk is constrained by regulatory burden and also by the
operational challenges of implementing regulations at the bank
level. This has a moderately negative impact on banks' credit
profiles and is relevant to banks' ratings in combination with
other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

   Entity/Debt             Rating             Recovery   Prior
   -----------             ------             --------   -----
Odea Bank A.S.    LT IDR    B-  Rating Watch On          B-
                  ST IDR    B   Rating Watch On          B
                  LC LT IDR B-  Rating Watch On          B-
                  LC ST IDR B   Rating Watch On          B
                  Natl LT   BBB(tur)Rating Watch On      BBB(tur)
                  Viability b-  Rating Watch On          b-

   Subordinated   LT        CCC Rating Watch On   RR6    CCC




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

ETHYPHARM: Moody's Alters Outlook on 'B3' CFR to Negative
---------------------------------------------------------
Moody's Ratings has affirmed the B3 corporate family rating and
B3-PD probability of default rating of Financiere Verdi I S.A.S.
(Ethypharm). At the same time, Moody's have affirmed the B3 ratings
of its backed senior secured term loans and backed senior secured
multi-currency revolving credit facility (RCF). The outlook changed
to negative from stable.

RATINGS RATIONALE

The affirmation of Ethypharm's B3 rating with a change of outlook
to negative reflects its track record of weak credit metrics for
this rating category over recent years and the impact of a
cyberattack, which has temporarily affected its operations in
France and the UK and will exacerbate the already weak credit
metrics in 2024. It also reflects the uncertainty concerning the
pace of operational recovery and resulting credit metrics
improvement in 2025.

One of the drivers of the rating action was the recent cyberattack
which Moody's categorize as a risk to customer relations under the
social considerations outlined by Moody's ESG framework.  

Ethypharm's credit metrics had already been weak for several years,
most recently with a leverage (Moody's-adjusted gross debt/EBITDA)
close to 8x in 2023 and slightly negative free cash flow (FCF).
Moody's no longer expect leverage improvement to around 7x by the
end of 2024 to materialize due to the recent operational
disruptions caused by the cyberattack.

At the end of June 2024, Ethypharm was the subject of a
cyberattack, which affected its headquarters and its operations in
France and the UK, its two largest markets accounting for about 50%
of its sales. As a result of the cyberattack, the production at its
three manufacturing sites located in these two markets was
immediately halted and started to gradually resume from late July
in France and early August in the UK. Ethypharm expects its
production to have returned to normal in both countries during the
course of September this year.

At this juncture, it is still difficult to fully assess the impact
the cyberattack will have on the company's revenue and cash flow
but, considering the length of the production halt, Moody's do no
longer expect the company to reach a leverage around 7x and
positive FCF in 2024. More positively, Ethypharm's good liquidity
prior to the cyberattack, gives the company a cushion to absorb the
cash outflow related to the temporary production halt and
cyberattack remediation. Moody's will continue to monitor the
company's remediation measures and operational recovery in the
coming quarters and reassess Moody's forecasts when appropriate.

Ethypharm's B3 rating continues to reflect the company's strong
market positions in the niche pain, addiction, depression and
critical care therapeutic areas; adequate geographic
diversification, with direct commercial presence in the five
largest European countries, strong market shares in its core
markets of France and the UK, and a good footprint in China; and
its track record of maintaining sizeable liquidity sources.

The rating also takes into consideration the company's very high
leverage; modest relative scale, with some concentration in the
central nervous system therapeutic area; the potential litigation
risk around its addiction products, although the company has a good
track record of managing such risks; and event risks related to
potential acquisitions.

RATIONALE FOR OUTLOOK

The negative outlook reflects Moody's expectation that Ethypharm's
credit metrics will deteriorate in 2024 and will not align with the
B3 rating as previously projected. It also considers the
uncertainty regarding the pace of operational recovery and
resulting credit metrics improvement in 2025.

Moody's could stabilize the outlook if the company's operations
recover without any significant customer losses or order
cancellations and it substantially improves its credit metrics
within the next 12-18 months, notably reducing its leverage to 7x
or below.

LIQUIDITY

Moody's expect Ethypharm's liquidity to remain adequate in the next
12-18 months, supported by a cash balance of around EUR63 million
as of August 31, 2024; its senior secured multicurrency RCF of
EUR84 million, which is currently undrawn and expires in October
2027; and no debt maturities until 2028. Moody's expect existing
sources of cash to absorb the cash outflow related to the temporary
production halt and cyberattack remediation.

The RCF includes a springing financial covenant set at a
consolidated senior secured net leverage of 9.5x, tested only when
the RCF is drawn by more than 40%. Moody's expect the company to
have significant capacity against this threshold if tested.

STRUCTURAL CONSIDERATIONS

The B3-PD PDR, in line with the CFR, reflects Moody's assumption of
a 50% family recovery rate, typical for covenant-lite secured loan
structures.

The B3 rating of the senior secured term loans and the senior
secured multi-currency RCF reflects their pari passu ranking, with
upstream guarantees from significant subsidiaries of the Ethypharm
group that account for at least 80% of the group's EBITDA. The
security package consists of share pledges, intragroup receivables,
and material bank accounts. French corporate law imposes
limitations on the validity of upstream guarantees.

In addition to the guaranteed senior secured bank credit
facilities, Financiere Verdi I S.A.S.'s capital structure includes
convertible bonds, which Moody's treat as equity and do not include
in Moody's debt metrics or waterfall.

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

Upward momentum could develop if Ethypharm's operating performance
improves, allowing its Moody's-adjusted gross debt/EBITDA to move
towards 5.5x and its Moody's-adjusted EBITA/interest above 2.0x on
a sustained basis; and its Moody's-adjusted FCF/debt increases
above 5% on a sustained basis.

Downward pressure on the rating could occur if the cyberattack
impact is eventually greater or the recovery takes longer than
Moody's currently expect. Quantitatively, a rating downgrade could
occur if Ethypharm's Moody's-adjusted gross debt/EBITDA remains
above 7x or its Moody's-adjusted EBITA/interest declines towards
1.0x on a sustained basis; Ethypharm generates negative FCF for a
prolonged period, leading to a deterioration in the company's
liquidity; or the company undertakes large debt-financed
acquisitions or shareholder distributions.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Ethypharm is a European specialty pharmaceutical company focused on
the development, regulatory filing and manufacturing of complex
generics and specialty branded products for the pain, addiction and
depression therapeutic areas and emergency critical care. The
company was founded in 1977 and acquired by PAI Partners in July
2016. During the 12 months that ended June 2024, Ethypharm
generated revenue of EUR430 million and reported EBITDA of about
EUR80 million.


FABLINK LIMITED: Interpath Ltd Named as Joint Administrators
------------------------------------------------------------
Fablink Limited was placed in administration proceedings in the
High Court of Justice, Business and Property Courts in Birmingham,
Insolvency and Companies List (ChD), Court Number:
CR-2024-BHM-000547, and Christopher Robert Pole and Ryan Grant of
Interpath Ltd were appointed as administrators on Sept 12, 2024.  

The Fablink Group is a UK based manufacturer specialising in the
manufacture of metal pressings, operator cab assemblies, fuel and
hydraulic tanks and complex structures as well as 'clean build' of
vehicle assemblies.

Its principal trading address is at Unit 2 Quarry Road, Brixwort,
Northampton, England, NN6 9UB.

The joint administrators can be reached at:

           Christopher Robert Pole
           Ryan Grant
           Interpath Ltd
           2nd Floor, 45 Church Street
           Birmingham, B3 2RT

For further details, contact:
           
            Nusrat Begum
            Email: Fablink@interpath.com


FABLINK TANK: Interpath Ltd Named as Joint Administrators
---------------------------------------------------------
Fablink Tank Systems Limited was placed in administration
proceedings in the High Court of Justice, Business and Property
Courts in Birmingham, Insolvency and Companies List (ChD), Court
Number: CR-2024-BHM-000550, and Christopher Robert Pole and Ryan
Grant of Interpath Ltd were appointed as administrators on Sept 12,
2024.  

The Fablink Group is a UK based manufacturer specialising in the
manufacture of metal pressings, operator cab assemblies, fuel and
hydraulic tanks and complex structures as well as 'clean build' of
vehicle assemblies.

Its principal trading address is at Tursdale Business Park,
Tursdale, County Durham, DH6 5PG.

The joint administrators can be reached at:

           Christopher Robert Pole
           Ryan Grant
           Interpath Ltd
           2nd Floor, 45 Church Street
           Birmingham, B3 2RT

For further details, contact:

            Benjamin Simmons
            Email: fablink@interpath.com


FABLINK TOOLSPEC: Interpath Ltd Named as Joint Administrators
-------------------------------------------------------------
Fablink Toolspec Limited was placed in administration proceedings
in the High Court of Justice, Business and Property Courts in
Birmingham, Insolvency and Companies List (ChD), Court Number:
CR-2024-BHM-000552, and Christopher Robert Pole and Ryan Grant of
Interpath Ltd were appointed as administrators on Sept 12, 2024.  

The Fablink Group is a UK based manufacturer specialising in the
manufacture of metal pressings, operator cab assemblies, fuel and
hydraulic tanks and complex structures as well as 'clean build' of
vehicle assemblies.

Its principal trading address is at Unit E, Sedgewick Rd, Luton,
LU4 9DT.

The joint administrators can be reached at:

           Christopher Robert Pole
           Ryan Grant
           Interpath Ltd
           2nd Floor, 45 Church Street
           Birmingham, B3 2RT

For further details, contact:
           
            Nusrat Begum
            Email: fablink@interpath.com


TALKTALK TELECOM: Fitch Lowers IDR to 'C' on DDE Announcement
-------------------------------------------------------------
Fitch Ratings has downgraded TalkTalk Telecom Group Limited (TTG)
Long-Term Issuer Default Rating (IDR) to 'C' from 'CC' and its
secured debt rating to 'C' from 'CC'. The Recovery Rating is 'RR4'.


Fitch's rating action follows TTG's announcement of an exchange
offer on its outstanding debt to be executed via a consent
solicitation process, meeting the conditions for a Distressed Debt
Exchange (DDE) as per Fitch's corporates rating criteria. At
present, 100% of revolving credit facility (RCF) creditors and 97%
of bondholders have signed up to TTG's debt restructuring
proposal.

Fitch continues to evaluate TTG on its existing capital structure,
but including GBP235 million of new senior secured debt, introduced
during August and September 2024. The exchange is expected to close
in November 2024. Once the DDE is executed, Fitch expects to
downgrade the IDR to 'RD' (Restricted Default) and reassess the
rating based on the revised capital structure, future business
prospects and liquidity position.

Key Rating Drivers

Exchange Offer, DDE: Under the offer, TTG's GBP685 million senior
secured notes (due February 2025) and GBP330 million RCF (due
November 2024) will be exchanged for GBP650 million cash-pay
first-lien (1L) term loan or notes due September 2027 and up to
GBP386 million payment-in-kind (PIK) second-lien (2L) term loan or
notes due March 2028, including accrued interest and fees. Debt
holders will receive a 25bp consent fee.

In addition, the GBP65 million cash management facility will be
fully equitised, and the GBP170 million bridge facility will be
refinanced into a PIK "new money facility" of up to GBP181 million.
As of 18 September 2024, 97% of debt holders have agreed to the
exchange.

Material Reduction of Terms: Fitch views the transaction as a DDE.
The extension of maturities, conversion of a portion of interest
payments to PIK and weakening of claim priority on a significant
portion of debt, which will be converted to 2L, meet the condition
of a material reduction of terms. Fitch also believes the
amendments indicate a coercive element as they materially impair
the position of non-participating lenders. Non-consenting creditors
will suffer a 200bp haircut.

Avoidance of a Probable Default: Fitch believes TTG's weak
operating performance, untenable liquidity profile and
unsustainable leverage left the company unable to repay or
refinance its RCF or notes at par. There was a high probability of
default absent the exchange offer. TTG has been trying to secure
external investment since early 2024. However, this process did not
successfully complete within the timeframe necessary to allow for
an orderly refinancing leaving no other option other than to engage
with existing lenders in a debt restructuring.

Headroom, But Uncertainty Remains: Fitch believes the debt
restructuring will address the immediate refinancing needs, helping
to alleviate liquidity pressures and allow for some cash flow
headroom, with maturities extended to earliest 2027 and cash
interest costs reduced. However, aside from working capital
pressures, TTG still needs to make capital investments in its
network, incur copper-to-fibre transition costs, and invest in
operating efficiencies to right size the business over the next
couple of years.

Fitch also believes there is uncertainty on the execution and
potential success of TTG's refreshed strategies for PlatformX
Communications (PXC) and TalkTalk Consumer (TTC).

Funding Flexibility: TTG has been managing its supplier
arrangements to retain liquidity in the business. GBP235 million of
new funding has been now injected into the credit group by existing
shareholders (currently on a senior secured basis), showing
tangible shareholder support. The financing of up to GBP240 million
in total will be used to reduce a large negative working capital
position in financial year ending February 2025 (FY25) and cover
transaction fees.

Weak Liquidity: Fitch believes liquidity will remain weak,
particularly once the GBP60 million shareholder facility is removed
from November 2024, predicated on TTG's ability to organically
generate positive free cash flow (FCF), with no further committed
facilities available to draw down as required. TTG has the option
to capitalise a material portion of 1L interest payments between
November 2024-2025 to provide some temporary relief, but
refinancing risks will remain high post-DDE with significant
interest expected to be capitalised across the debt structure.

Derivation Summary

Fitch believes TTG has a weak credit profile due to its high
leverage, weak liquidity and the need for enhanced discretionary
cash flow to effectively manage its balance sheet. TTG benefits
from a meaningful broadband customer base, and the company's
positioning in the value-for-money segment within a competitive
market structure. However, TTG's operating and FCF margins are
tangibly below the telecoms' sector average, largely reflecting its
limited scale, unbundled local exchange network architecture,
adaptability to the prevailing macroeconomic conditions and
dependence on regulated wholesale products for 'last-mile'
connectivity.

The company is less exposed to trends in cord 'cutting', where
consumers trade down or cancel pay-TV subscriptions in favour of
alternative internet or wireless-based services, although it
continues to incur attrition in its customer base. TalkTalk's
business model faces uncertainties in its long-term structure
resulting from success of inflation pass-through execution,
evolving regulation and a continued need to improve its cost
structure.

Peers such as BT Group plc (BBB/Stable) and VMED O2 UK Limited
(BB-/Negative) benefit from fully owned access infrastructure,
revenue diversification as a result of scale in multiple products
segments (such as mobile and pay-TV) and materially higher
operating and cash flow margins. Fitch considers cash flow
visibility at these peers greater, and, therefore, supportive of
higher relative leverage (ie supportive of higher leverage if the
ratings were aligned).

Key Assumptions

Fitch's assumptions for the rating action primarily focus on FY25,
under the existing capital structure adjusted for new interim
funding.

- Fitch-defined EBITDA margin of about 7%. IFRS16 lease cost
adjusted for customer connection costs (treated as capex)

- Total copper-to-fibre costs of GBP17 million. Copper-to-fibre
migration costs treated as recurring and included Fitch EBITDA

- Working capital outflow of GBP200 million, excluding transaction
fees associated with the exchange offer

- Capex of GBP90 million reflecting near-term investment in the
transition to fibre

- Network monetisation income of GBP20 million recognised before
FCF, but excluded in Fitch-defined EBITDA

- Other cash outflows recognised before FCF of GBP50 million

- GBP235 million of additional senior secured debt comprising a
GBP65 million cash management facility and GBP170 million bridge
facility

Recovery Analysis

The recovery analysis assumes that TTG would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated, or following a traded asset valuation basis.

Post-restructuring, TTG may be acquired by a larger company that
will absorb its valuable customer base, exit certain business lines
or cut back its presence in certain less favourable service lines,
in turn reducing scale.

Fitch estimates that post-restructuring EBITDA for TTG would be
about GBP110 million. This includes Fitch's estimated pro-forma
EBITDA benefit of the Shell, OVO and Virtual1 customer bases now
incorporated into TTG, as well as reduced subscriber acquisition
costs. An enterprise value (EV) multiple of 4.0x is applied to the
GC EBITDA to calculate a post-reorganisation EV of GBP396million
after deducting 10% for administrative claims related to bankruptcy
and associated costs. The multiple reflects TTG's smaller scale and
diversification and limited network ownership compared with peers
in developed markets.

Fitch assumes the GBP330 million RCF is fully drawn and is treated
equally with the GBP685 million senior secured bond and GBP235
million of new senior secured debt comprising a GBP65 million cash
management facility and GBP170 million bridge facility. Fitch
assumes the accounts receivables securitisation facility will
remain in place in a bankruptcy, and hence not affect recoveries
for secured creditors.

Its waterfall analysis generates a ranked recovery for senior
secured creditors in the 'RR4' band, indicating a 'C' senior
secured instrument rating, in line with the IDR. The waterfall
analysis output percentage on current metrics and assumptions is
32%.

RATING SENSITIVITIES

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

- A positive rating action is unlikely until after the successful
execution of the DDE

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

- Execution of the amend and extend offer as proposed would be
expected to result in a downgrade of TTG's rating to 'RD' followed
by a reassessment of the issuer's credit profile under the revised
capital structure

- Enactment of a formal bankruptcy procedure

Liquidity and Debt Structure

Minimal Headroom: The addition of GBP235 million of new debt will
primarily cover cash outflows associated with working capital and
transaction fees, expected to be at GBP230 million-240 million in
total. Fitch expects the RCF to remain substantially drawn, helped
by a shareholder loan of GBP60 million to support near-term cash
needs, although this facility matures in November 2024.

The RCF matures in November 2024, while the senior secured notes
are due in February 2025 although, under the current arrangement,
these debt instruments would be exchanged for a GBP650 million
cash-pay 1L term loan or notes due September 2027 and up to GBP386
million PIK 2L term loan or notes due March 2028. The cash
management and bridge facilities are planned to be restructured
into equity and 2L debt respectively on completion of the proposed
amend and extend transaction.

Issuer Profile

TTG is an alternative 'value-for-money' fixed-line telecom operator
in the UK, offering quad-play services to consumers and broadband
and ethernet services to business customers.

Summary of Financial Adjustments

Customer connection costs are classified by TTG as right of use
assets and depreciated under IFRS16, but are paid upfront as part
of capex. Therefore, TTG's lease cash repayments are lower than the
depreciation of right of use assets plus interest on lease
liabilities (IFRS16 lease costs). According to Fitch's criteria,
IFRS16 lease costs should be deducted from operating profit in
calculating Fitch-defined EBITDA for this sector. Fitch has treated
the customer connection element of lease costs as capex and lowered
FY22, FY23 and FY24 IFRS16 lease costs by an assumed GBP22 million,
GBP42 million and GBP46 million, respectively, for the portion of
lease costs, which relate to one-off customer connection costs.

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
   -----------            ------        --------   -----
TalkTalk Telecom
Group Limited       LT IDR C  Downgrade            CC

   senior secured   LT     C  Downgrade   RR4      CC


TALKTALK TELECOM: S&P Lowers ICR to 'D' Amid Lenders' Consent
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
TalkTalk Telecom Group Ltd. and its issue rating on its senior
secured notes to 'D' (default) from 'CC'.

S&P will review TalkTalk's business and financial prospects and its
ratings on the company once the transaction is completed, which S&P
expects will be before the end of November 2024.

The downgrade reflects TalkTalk reaching consent to implement the
restructuring and interest capitalization on its RCF. The company
has signed a lockup agreement with more than 97% of senior secured
debtholders. S&P said, "This is sufficient to execute the proposed
amend-and-extend transaction out of court and on a consensual
basis, which we expect will allow for a faster resolution. We do
not expect the transaction's terms to change and expect the
transaction to close by the end of November 2024. We also
understand all the RCF lenders have consented to forbear and
capitalize the two remaining RCF interest payments due between
September and November 2024. We view this nonpayment as tantamount
to a default, despite lenders having consented, because lenders
have received less than the original promise."

S&P views the proposed restructuring transaction as distressed and
tantamount to a default. The proposed transaction is distressed in
line with our criteria because:

-- TalkTalk's current capital structure is unsustainable.

-- Absent the proposed refinancing, the group would have faced a
liquidity shortfall by the end of November 2024.

S&P said, "We think senior secured debtholders 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. Post
restructuring, we expect TalkTalk's liquidity will improve, but its
debt burden will increase.

"The proposed restructuring will enhance TalkTalk's liquidity
position because it will extend its debt maturities and alleviate
cash interest payments in the first year, as the new debt
instruments will carry payment-in-kind or pay-if-you-can interests,
supporting its free cash flow.

"At the same time, we expect TalkTalk's debt burden will remain
very high, including the new money provided by its shareholders for
working capital purposes. Upon restructuring completion, the GBP170
million bridge facility provided in September 2024 will be
refinanced with a second-lien new money facility (ranking pari
passu with the second-lien debt), and the GBP65 million replacement
cash management facility provided in August 2024 will be
subordinated or equitized.

"We will review our issuer credit rating on TalkTalk and its new
debt instruments once the transaction closes."


TOGETHER ASSET 2024-1ST2: Fitch Assigns BB+sf Rating on Two Classes
-------------------------------------------------------------------
Fitch Ratings has assigned Together Asset Backed Securitisation
2024-1ST2 PLC (TABS2024-2) final ratings.

   Entity/Debt       Rating             Prior
   -----------       ------             -----
Together Asset
Backed
Securitisation
2024-1ST2 PLC

   Class A       LT  AAAsf  New Rating   AAA(EXP)sf
   Class B       LT  AAsf   New Rating   AA-(EXP)sf
   Class C       LT  Asf    New Rating   A-(EXP)sf
   Class D       LT  BBB-sf New Rating   BBB-(EXP)sf
   Class E       LT  BB+sf  New Rating   BB-(EXP)sf
   Class X       LT  BB+sf  New Rating   BB+(EXP)sf

Transaction Summary

The transaction is a securitisation of buy to-let (BTL) and
owner-occupied (OO) mortgages backed by properties in the UK,
originated by Together Personal Finance and Together Commercial
Finance, two fully-owned subsidiaries of Together Financial
Services Limited (Together; BB/Stable/B). The transaction includes
recent originations up to November 2023.

KEY RATING DRIVERS

Specialised Lending: Together takes a manual approach to
underwriting, focusing on borrowers who do not necessarily qualify
on the automated scorecard models of high-street lenders. It
attracts a higher proportion of borrowers with complex income,
notably self-employed, for which Fitch applied a 1.3x foreclosure
frequency (FF) adjustment versus the standard FF adjustment of
1.2x, and borrowers with adverse credit histories, than is typical
for prime UK lenders.

It allows more underwriting flexibility than other specialist
lenders by permitting interest-only (IO) OO lending flexible exit
strategies, such as downsizing, if plausible. It also uses BTL
borrowers' personal income for affordability calculations without
minimum rental income coverage. Fitch has applied an originator
adjustment of 1.50x on its prime and 1.40x BTL assumptions,
resulting in weighted average (WA) FF assumptions that comparable
with other specialist lenders'.

Performance Could Worsen: TABS2024-2 has a higher proportion of
loans in arrears at closing than previous Fitch-rated TABS
transactions. Performance trends of other Fitch-rated TABS
transactions and book-level observations indicate that the arrears
performance has not yet stabilised and may worsen within this pool.
Consequently, Fitch incorporated a scenario to address this risk,
resulting in the assignment of ratings for the class B to D notes
at one notch below their model-implied ratings (MIRs).

Low LTVs Driving Recoveries: The pool is 100% composed of
first-lien mortgage loans: 62.6% are BTL loans and 37.4% are OO.
Seasoning is low as most the loans were originated in 2023. The
weighted average (WA) original loan-to-value (OLTV) of the
portfolio is 57.8%, lower than that of comparable specialist
lenders, which usually have values of 70%-75%, and lower than the
predecessor deal (TABS 2024-1: 62.2%). This is the main driver of
Fitch's recovery rates, which are higher than those of peers.

Fixed-Interest-Rate Hedging Schedule: Fixed-rate loans make up
58.6% of the pool (reverting to a variable rate, on a WA of 10.6%),
hedged through an interest-rate swap. The swap features a scheduled
notional balance that could lead to over-hedging in the structure
due to defaults or prepayments. Over-hedging results in additional
available revenue funds in rising interest-rate scenarios but
reduced available revenue funds in decreasing interest-rate
scenarios.

Final Ratings Above Expected Ratings: The margins on all notes are
lower than those provided to Fitch for the assignment of expected
ratings. The lower margins have had a positive effect on the MIRs
for the class B, C and E notes, which resulted in Fitch assigning
ratings up to two notches above their expected ratings.

RATING SENSITIVITIES

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

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

Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain note ratings susceptible
to negative rating action depending on the extent of the decline in
recoveries. Fitch found that a 15% WAFF increase and 15% WA
recovery rate (RR) decrease would result in downgrades of up to two
notches on the class A to C notes, one notch on the class D and E
notes and no impact on the class X notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. A decrease in the WAFF of 15% and an increase in the WARR
of 15% would result in upgrades of up to two notches on the class
B, four notches on the class C, five notches on the class D, and
three notches on the class E notes. There is no impact on the class
A and X notes, which are at their highest achievable ratings.

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

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

DATA ADEQUACY

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

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

ESG Considerations

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.


TOGETHER ASSET 2024-1ST2: S&P Assigns BB(sf) Rating on Cl. E Certs
------------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Together Asset Backed
Securitisation 2024-1ST2 PLC's (Together 2024-1ST2) class A and B
notes, and interest deferrable class C-Dfrd to X-Dfrd notes. At
closing the issuer also issued unrated residual certificates.

Together 2024-1ST2 is a static RMBS transaction, securitizing a
portfolio of £445.2 million first-lien owner-occupied and
buy-to-let (BTL) mortgage loans secured on properties in the U.K.
originated by Together Personal Finance Ltd. and Together
Commercial Finance Ltd.

Together Personal Finance Ltd. and Together Commercial Finance Ltd.
are wholly owned subsidiaries of Together Financial Services Ltd.
(Together).

Together Personal Finance and Together Commercial Finance
originated the loans in the pool between 2017 and 2023. Close to
two-thirds of the loans were originated in the last two years while
the loans with higher seasoning are predominantly being refinanced
from Together Asset Backed Securitisation 2020-1 PLC.

S&P considers the collateral to be nonconforming based on the
prevalence of loans to borrowers with adverse credit history, such
as prior county court judgments, bankruptcy, and mortgage arrears.

Credit enhancement for the rated notes consists of subordination,
excess spread, and overcollateralization following the step-up
date, which will result from the release of the excess spread
amounts from the revenue priority of payments to the principal
priority of payments.

There are no rating constraints on the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

  Ratings

  CLASS     RATING     CLASS SIZE (%)

  A         AAA (sf)      89.50

  B         AA+ (sf)       4.00

  C-Dfrd    AA- (sf)       2.75

  D-Dfrd    BBB+ (sf)      2.25

  E-Dfrd    BB (sf)        1.50

  X-Dfrd    BBB+ (sf)      1.36

  Residual certs  NR       N/A

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


TOWER BRIDGE 2022-1: Fitch Affirms 'BB+sf' Rating on Class X Notes
------------------------------------------------------------------
Fitch Ratings has affirmed Tower Bridge Funding 2022-1 PLC
(TBF-22), Tower Bridge Funding 2023-1 PLC (TBF-23) and Tower Bridge
Funding 2024-1 PLC (TBF-24), except the TBF-23 class B tranche,
which Fitch has upgraded to 'AAAsf' from 'AA+sf'.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
Tower Bridge
Funding 2023-1 PLC

   A XS2575282780         LT AAAsf  Affirmed   AAAsf
   B XS2575284059         LT AAAsf  Upgrade    AA+sf
   C XS2575285700         LT A+sf   Affirmed   A+sf
   D XS2575285965         LT BBB+sf Affirmed   BBB+sf

Tower Bridge
Funding 2022-1 PLC

   A XS2432287196         LT AAAsf  Affirmed   AAAsf
   B XS2432287352         LT AAAsf  Affirmed   AAAsf
   C XS2432287436         LT A+sf   Affirmed   A+sf
   D XS2432287519         LT Asf    Affirmed   Asf
   X XS2432287600         LT BB+sf  Affirmed   BB+sf

Tower Bridge
Funding 2024-1 PLC

   Class A XS2735351798   LT AAAsf  Affirmed   AAAsf
   Class B XS2735352093   LT AA+sf  Affirmed   AA+sf
   Class C XS2735352507   LT A+sf   Affirmed   A+sf
   Class D XS2735352929   LT BBBsf  Affirmed   BBBsf

Transaction Summary

TBF-22, TBF-23 and TBF-24 are securitisations of owner-occupied
(OO) and buy-to-let (BTL) mortgages originated by Belmont Green
Finance Limited and backed by properties in the UK.

KEY RATING DRIVERS

Increasing Credit Enhancement: Credit enhancement (CE) has
increased since closing for all three transactions due to the
sequential amortisation of the notes and non-amortising reserve
funds. The CE increase has been meaningful for TBF-22 and TBF-23 as
loans reaching the end of the fixed rate period reverted and were
prepaid or taken out of the pool. This supports the upgrade of the
TBF-23 class B tranche and the affirmation of the rest.

Deteriorating Performance: Performance has been deteriorating for
TBF-22 and TBF-23 while it has been broadly stable for TBF-24 since
its closing in January 2024. Loans in arrears by more than one
month have increased to 6.5% and 7.6% (from 4.4% and 3.9%) for
TBF-22 and TBF-23, respectively. This has resulted in higher
weighted average foreclosure frequency (WAFF) being applied in its
analysis.

A further increase in arrears is expected in all three transactions
as loans revert, as resulting prepayments would lead to portfolios
being more concentrated on loans already in arrears or new
borrowers may fall into arrears as they revert to higher rates. The
class D notes of TBF-22 and of TBF-24 are rated one notch below
their model-implied ratings (MIRs) as they are sensitive to further
increases in arrears.

Mixed Pool, Specialist Assets: The mortgage pool for all three
transactions comprises a mix of recent and more seasoned OO and BTL
loans, with the majority being BTL loans. BGFL has a manual
approach to underwriting, which is typical for specialist lenders,
focusing on borrowers who do not qualify for high street lenders'
automated scorecard criteria. This can include borrowers with some
adverse credit and complex incomes. As a result, Fitch applied
originator FF adjustments of 1.2x and 1.1x for the OO and BTL
sub-pools, respectively.

The mortgage pools contain a subset of loans with more adverse
credit characteristics, which previously led to additional
adjustments in TBF-22 and TBF-23. Fitch no longer applies this
higher lender adjustment for such products, as evident with its
approach for TBF-24. This is based on the book performance history,
which did not show that these products performed materially worse
than higher-tier products.

High-Yielding Assets, Strong Excess Spread: The assets in these
portfolios earn higher interest rates than is typical for prime
mortgage loans. TBF-22 is the only transaction with an excess
spread note (class X); post step-up date, the available excess
spread is diverted to the principal waterfall and can be used to
amortise the notes. The accelerated amortisation mechanism is
positive for the ratings of the mezzanine and junior notes. The
class X note of TBF-22 has deleveraged considerably but remains
capped at 'BBsf+', in line with Fitch's criteria.

Interest Deferability: The interest payments for all rated
collateralised notes other than the class A notes are deferrable
until they become the most senior. The class A and B notes in all
transactions benefit from a dedicated liquidity reserve that
sufficiently cover payment interruption risk. The liquidity
provisions are currently insufficient for the class C notes and
below to achieve a rating above 'A+sf' as the general reserve funds
might be depleted by losses.

RATING SENSITIVITIES

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

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

Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries. Fitch found that a 15% increase in the WAFF and a 15%
decrease in the WA recovery rate (RR) would result in downgrades of
no more than two notches for all three transactions.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades. Fitch found that a decrease in the WAFF of 15% and an
increase in the WARR of 15% would lead to upgrades of no more than
one notch for TBF-24 class B notes, three notches for TBF-23 class
D notes and four notches for TBF-24 class D 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
pools and the transactions. 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 transactions 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 transactions 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.


TOWER BRIDGE 2024-3: S&P Assigns B-(sf) Rating on Class X Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Tower Bridge Funding
2024-3 PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and X-Dfrd
notes. At closing, the issuer issued unrated Z notes and
certificates.

This is an RMBS transaction that securitizes a portfolio of
buy-to-let (BTL) and owner-occupied mortgage loans secured on
properties in the U.K.

At closing, the issuer prefunded the acquisition of an additional
portfolio of approximately 19.0% of the total transaction size,
which may be purchased before and up to the first interest payment
date.

Belmont Green Finance Ltd. (BGFL), a nonbank specialist lender,
originated the loans in the pool between 2017 and 2024 via its
specialist mortgage lending brand, Vida Homeloans.

Approximately 26.2% of the assets in the transaction were
previously securitized in prior Tower Bridge transactions that S&P
rated. The loans were acquired from the respective transactions by
the seller either as part of a call option being exercised or where
loans were repurchased because product switch limits were reached
in the transactions.

The collateral comprises complex income borrowers with limited
credit impairments, and has a high exposure to self-employed,
contractors, and first-time buyers. Approximately 72.7% of the pool
comprises BTL loans and the remaining are owner-occupier loans.

The transaction documentation permits product switches and further
advances until the step-up date, subject to certain conditions.

The transaction benefits from a fully funded general reserve fund,
which provides credit support to the class A to class E-Dfrd notes.
The transaction has a liquidity reserve fund, funded initially via
the principal waterfall, to provide liquidity support to the class
A and B-Dfrd notes. Principal can be used to pay senior fees and
interest on the rated notes subject to conditions.

At closing, the issuer used the issuance proceeds to purchase the
full beneficial interest in the mortgage loans from the seller. The
issuer granted security over all its assets in the security
trustee's favor.

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

BGFL is the mortgage administrator, with servicing delegated to
Homeloan Management Ltd., part of the Computershare group.

  Ratings

  CLASS     RATING*    AMOUNT (MIL. GBP)

  A         AAA (sf)     261.00

  B-Dfrd    AA (sf)       19.50

  C-Dfrd    A+ (sf)        9.75

  D-Dfrd    BBB+ (sf)      8.25

  E-Dfrd    BBB (sf)       1.50

  X-Dfrd    B- (sf)        6.00

  Z         NR             4.50

  Certs     NR              N/A

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes, and the ultimate
payment of interest and principal on all the other rated notes. Our
ratings also address timely receipt of interest on the class
B–Dfrd to E-Dfrd notes when they become the most senior
outstanding and full immediate repayment of all previously deferred
interest.
NR--Not rated.
N/A--Not applicable.



                           *********


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

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