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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, October 29, 2024, Vol. 25, No. 217

                           Headlines



C Z E C H   R E P U B L I C

ENERGO-PRO AS: S&P Affirms 'BB-' ICR After Acquiring Hydro Assets


F R A N C E

STAN HOLDING: Fitch Puts 'B' LongTerm IDR on Watch Negative
STAN HOLDING: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
THUNDER LOGISTICS 2024-1: Fitch Puts 'BB-sf' Rating on Cl. E Notes


G E R M A N Y

PBD GERMANY 2021-1: Moody's Ups Rating on EUR12MM F Notes From B1
TAKKO HOLDING: S&P Assigns Prelim. 'B-' ICR, Outlook Stable


I R E L A N D

ARES EUROPEAN XIV: Fitch Assigns BB-sf Final Rating on Cl. F Notes
ARES EUROPEAN XIV: Moody's Assigns B2 Rating to EUR5.1MM F Notes
NORTHWOODS CAPITAL 23: Moody's Cuts EUR13MM F Notes Rating to Caa1


I T A L Y

AGRIFARMA SPA: S&P Puts 'B' ICR on Watch Positive on Fressnapf Deal
BASE GROUP: Auction for Companies' Assets Set for Nov. 20


K A Z A K H S T A N

ASTANA MOTORS: Fitch Assigns 'B-' LongTerm IDR, Outlook Positive


L U X E M B O U R G

GARFUNKELUX HOLDCO 2: Moody's Lowers CFR to Caa3, Outlook Negative
MANGROVE LUXCO III: S&P Affirms 'B' LongTerm Issuer Credit Rating
TAKKO HOLDING 2: Fitch Assigns 'B' LongTerm IDR, Outlook Stable


N O R W A Y

TGS ASA: S&P Assigns 'BB-' LT Issuer Credit Rating, Outlook Stable


T U R K E Y

ZORLU ENERJI: Fitch Assigns 'B+' Final LongTerm IDR, Outlook Stable


U N I T E D   K I N G D O M

AVON FINANCE 3: S&P Lowers Class E-Dfrd Notes Rating to 'BB+(sf)'
CERTWOOD LIMITED: SFP Restructuring Named as Joint Administrators
CLARA.NET HOLDINGS: EUR290MM Bank Debt Trades at 35% Discount
CLARA.NET HOLDINGS: GBP80MM Bank Debt Trades at 36% Discount
CLASSIC MINERAL: AAB Group Named as Administrator

DEXASTRONG LIMITED: Conselia Limited Named as Administrators
HEALTHCARE SUPPORT: S&P Lowers Issue Rating to BB-, Outlook Stable
MORTIMER 2024-MIX: S&P Assigns Prelim. 'B+' Rating on X-Dfrd Notes
STRATTON MORTGAGE 2022-1: Fitch Alters Outlook on B- Rating to Neg
VITRINE SYSTEMS: Quantuma Advisory Named as Joint Administrators

WINCHESTER 1 PLC: S&P Assigns Prelim. 'BB' Rating on Class E Notes

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

ENERGO-PRO AS: S&P Affirms 'BB-' ICR After Acquiring Hydro Assets
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' rating on Energo-Pro a.s.
(EPas).

S&P said, "The stable outlook indicates that we expect only a
temporary dip in adjusted FFO to debt following the acquisition,
with a recovery to about 20% over 2025-2026. We do not anticipate
further additional inorganic growth at the DKHI or EPas level
within the next two years.”

On Sept. 30, 2024, Energo-Pro a.s. (EPas) announced that it will
acquire seven Brazilian hydro power plants (HPPs) with a combined
capacity of 90 megawatts (MW). The acquisition will mostly be
financed via an equity injection from EPas' parent, DK Holding
Investments (DKHI).

Despite the limited scope of the acquisition (about 5% of
consolidated EBITDA), we anticipate that it will weigh on credit
metrics at DKHI, causing S&P Global Ratings-adjusted funds from
operations (FFO) to debt to dip below 20% in 2024 and then hover at
around 20% through 2025 and 2026.

S&P said, "From a business perspective, we consider EPas'
acquisition of the Brazilian HPPs to be neutral.   The acquisition
is expected to add about EUR15 million-EUR20 million to EBITDA from
2025, that is, about 5% of EPas' consolidated EBITDA. The seven
HPPs have a total capacity of 90MW and generate about 400GWh-450GWh
a year. By contrast, we considered that EPas' 2023 acquisition of
Spain-based Xeal and its integration of Turkish hydro asset
Alpaslan 2 from parent DKHI moderately improved its business risk
profile."

Of the seven HPPs, the two largest, which represent about 50%-55%
of the 90MW installed capacity, operate under long-term power
purchase agreements (PPAs).   Over the past decade, the Brazilian
government has organized a series of auctions to facilitate the
signing of PPAs between generation assets and local distribution
system operators (DSOs). Through one of these auctions, two of the
HPPs entered into PPAs that are valid until 2049. Under these PPAs,
power is being sold to the DSOs at about Brazilian real (R$)
300-R$310 per megawatt-hour (MWh), equivalent to about EUR50 per
MWh. The price will rise annually, in line with Brazilian
inflation. Further, S&P understands that EPas will sign medium-term
PPAs, with a tenor of three to five years, for the remaining
45%-50% of its installed capacity in Brazil by the end of 2024.

The Brazilian portfolio's reported annual revenue is equivalent to
EUR25 million-EUR30 million, while EBITDA is EUR15 million-EUR20
million.   S&P said, "We will consolidate this with EPas' metrics
from 2025 onward and the cash outflow for the acquisition is
forecast to occur by year-end 2024. After the transaction, the
Brazilian business will carry only EUR43.8 million-equivalent of
debt, as a long-term facility provided by the Brazilian Development
Bank. We anticipate that the Brazilian operations will fully fund
the amortization of this debt. Therefore, EPas has indicated that
it will not hedge the foreign exchange risk. We see this as
positive because hedging could ultimately increase the volatility
of its cash flow generation. Although we view Brazil as a
moderately high risk country and hydro as a volatile electricity
source, we view this transaction as credit-neutral."

DKHI will issue a Czech koruna (CZK) 3.5 billion bond (equivalent
to EUR140 million-EUR150 million) with a coupon of 7.5% on Oct. 25,
2024.   Of this, DKHI will provide about EUR100 million to EPas to
partially finance the transaction, by way of setting off
receivables that EPas has toward DKHI. EPas will finance the
remainder from cash on hand. As a result, S&P anticipates that the
acquisition will have a limited impact on FFO to debt at EPas. FFO
to debt is forecast to dip in 2024 and rebound to about 20% in
2025-2026.

That said, the increase in debt at the DKHI level to support EPas'
acquisition strategy weakens credit quality at the parent level.  
The additional issuance means that DKHI's net debt is about EUR150
million-EUR200 million higher than EPas', although FFO is similar
at both entities. S&P anticipates that DKHI's FFO to debt will be
about 16.4% in 2024 and will recover to about 20% thereafter.

S&P said, "Given the limited headroom under the current rating, we
monitor EPas' acquisition strategy closely.   Its recent
announcement comes after it integrated Alpaslan 2 in January 2024
and acquired Xeal, a Spanish HPP portfolio, at the end of 2023. We
anticipate that EPas will continue to look for unregulated targets
that fit their strategy and that new acquisitions will occur over
the next few years even though its headroom under the 20% threshold
for the current rating is slim. We therefore continue to monitor
the impact of its expansion strategy and any acquisitions on both
EPas and DKHI, in terms of business and financial risk. Should
another acquisition occur, we will reassess our base-case
scenario.

"We view EPas as a core subsidiary of DKHI and link our rating on
it to its parent DKHI's credit quality and the group credit profile
of 'bb-'.   Following its integration of Alpaslan 2, EPas is
forecast to contribute about 90%-95% of DKHI's EBITDA over
2024-2026. The remaining 5%-10% mostly comes from Karakurt, a
Turkish HPP, and two Czech HPPs, all owned by DKHI. We understand
EPas' dividends to DKHI will fund debt service, although they could
be restricted should EPas breach its covenant of 4.5x net debt to
EBITDA.

"The stable outlook indicates that we expect EPas and its parent
DKHI to report FFO to debt of about 20% over 2025-2026, following
the consolidation of seven Brazilian HPPs in 2024. We now view DKHI
as weaker than its subsidiary because it increased its financial
debt to finance acquisitions at the EPas level.

"There is limited headroom at the current rating level. We could
downgrade EPas if FFO to debt does not average 20% over the next
two years, which could occur should it experience
higher-than-expected earnings volatility (for example, from poor
hydro conditions, lower power prices, or adverse fluctuation in
exchange rates); if adverse regulatory actions cause its EBITDA
from regulated operations to shrink; or if unexpected acquisitions
have negative implications.

"An upgrade would depend on FFO to debt remaining sustainably above
25% at both the EPas and DKHI level; we currently consider this to
be unlikely."




===========
F R A N C E
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STAN HOLDING: Fitch Puts 'B' LongTerm IDR on Watch Negative
-----------------------------------------------------------
Fitch Ratings has placed Stan Holding SAS's (Voodoo) Long-Term
Issuer Default Rating (IDR) of 'B' and the senior secured
instrument ratings of Voodoo's EUR220 million term loan B (TLB) of
'B+'/Recovery Rating 3 ('RR3') on Rating Watch Negative (RWN).

The RWN reflects refinancing risk related to the revolving credit
facility (RCF) and TLB maturity in May and November 2025,
respectively. Voodoo's acquisition of BeReal in June 2024 has
increased execution risks while weighing on the company's free cash
flow (FCF) generation and liquidity profile.

The resolution of the RWN is contingent on the company's ability to
refinance or extend its debt maturities in a timely manner and
evidence of increasing financial flexibility with an improving FCF
and liquidity profile. Failure to accomplish this is likely to lead
to a downgrade of Voodoo's ratings.

The ratings reflect Voodoo's aggressive financial policy with an
opportunistic M&A strategy, small scale, fierce competition with
low barriers to entry and limited platform and genre
diversification

This is balanced by the successful implementation of the new
strategy, moving away from hypercasual to hybrid casual games with
improving revenue visibility and Fitch-defined leverage metrics
that could remain in line with a 'B' rating, subject to refinancing
and diminishing executions risks. The rating is also supported by
structural growth drivers in mobile game consumption and Voodoo's
position in its market niche.

Key Rating Drivers

High Refinancing Risks: Refinancing risk is a major concern for
Voodoo and the driver of the RWN. Fitch understands that management
is pursuing multiple financing options and should be able to meet
its upcoming maturity, yet a high risk remains, given the short
time to maturity and reduced FCF generation as it integrates
BeReal.

Execution Risks from BeReal: The acquisition of BeReal carries
execution risks as the app generates limited revenue and
monetization will take time and could face challenges if the user
base declines. It will also increase Voodoo's exposure to revenues
from advertising that are more volatile compared to in-app purchase
(IAP) revenue streams. If successful, the newly acquired social
networking app will contribute to Voodoo's revenue and EBITDA
growth and improve product diversification. Fitch assumes BeReal
will start generating positive EBITDA in 2027.

Successful Turnaround: Voodoo has turned around its finances, with
Fitch-defined EBITDA margins rebounding to 9.5% in 2023, from 0.8%
in 2022, supported by better top line performance with hybrid hits,
such as Mob Control, Collect Em All and Block Jam. It has
diversified from hypercasual to hybrid and casual games after the
tightening of Apple's privacy policy and slowing growth in hyper
games. This move makes Voodoo less reliant on ads and improves
visibility of revenue, with higher share from in-app purchases,
which amounted to 46% of revenue as of September 2024, compared to
1% in 2021.

Improved Leverage, Slower Deleveraging: The company's EBITDA
leverage improved to 5.5x at end-2023, from 70x at end -2022,
supported by rising revenue and higher profitability margins.
However, Fitch's revised forecasts assume slower deleveraging in
2024-2025, following the BeReal acquisition and its negative
initial EBITDA contribution. Fitch estimates Voodoo's EBITDA gross
leverage to be 5.3x-5.4x in 2024-2025, compared to its previous
expectations of 4.8x and 4.4x for 2024 and 2025, respectively.

Voodoo has good capacity to organically deleverage to 4.0x by
end-2026, driven by EBITDA growth and a lower negative contribution
from BeReal in its base case, with the pace of deleveraging
depending on the speed at which the acquired company turns
profitable.

Skeletal FCF: Fitch expects that FCF will remain positive although
subdued, at 0.1-0.5% of revenue 2024-2025, compared to 3.3% in
2023, due to the negative contribution of BeReal to the overall
company's EBITDA. The FCF margin will improve to mid-single digits
by 2027, supported by increasing EBITDA with a positive
contribution from BeReal and low capex partly offset by high
interest payments and working capital outflows, according to its
forecast.

Small Scale: Voodoo's small scale, with Fitch-defined EBITDA of
EUR50 million and FCF of EUR17 million in 2023 is a rating
constraint. The video game industry is inherently hit-driven, which
increases the volatility of cash flows. Voodoo is able to manage
this risk with data analysis and an ability to shift focus and
efforts towards more successful projects. Its entry into the hybrid
casual games market has diversified its active user base and
generated additional revenue from in-app purchases.

Industry Tailwinds, Fierce Competition: The mobile gaming market is
fragmented and competitive due to low barriers to entry and
attractive growth. The market is expected to expand at mid-single
digits in 2024-2027, based on various market research data and
expected to be the fastest rising subsector in terms of consumer
spend. Voodoo is number three based on downloads, but the company's
overall share of the mobile gaming market is limited.

Dependence on Distribution Platforms: The tightening of Apple's
privacy policy highlights the risks of Voodoo's high dependence on
two major distribution platforms - Apple's App Store and Google
Play. As an experienced publisher, Voodoo can tackle
newly-introduced changes and adapt better than smaller market
participants. Fitch believes that Apple's change in policy has a
structural impact on the mobile game subsector, and expect higher
customer acquisition costs in the hypercasual, hybrid and casual
subsectors.

Derivation Summary

Voodoo's peers in the broader gaming sector, such as Electronic
Arts Inc. (A-/Stable) and Activision Blizzard (acquired by
Microsoft Corporation in 2023), have far larger scale and robust
portfolios of established gaming franchises. They benefit from
diversification by game console, PC and mobile revenues, low
leverage and strong FCF generation.

Compared with similarly sized companies exposed to TV, video and
visual effects production, like Banijay S.A.S. (B+/Stable) and
Subcalidora 1 S.a.r.l. (Mediapro; B/Stable), Voodoo has higher
revenue growth prospects. However, Banijay, one of the largest
independent TV production companies, has more resilient income and
has a more diversified revenue and distribution platform. Mediapro,
the Spanish-based vertically integrated sports and media group, has
a stronger regional sector relevance, offset by limited
diversification (high contract renewal risk) and a weaker FCF
profile than Voodoo.

Voodoo's rating is also comparable with that of the wider
Fitch-rated technology group like IDEMIA Group S.A.S. (B/Stable),
TeamSystem S.p.A. (B/Stable), Unit4 Group Holding B.V. (B/Stable).
Voodoo has lower revenue visibility than TeamSystem and Unit4,
while IDEMIA benefits from larger global scale and higher barriers
to entry.

Key Assumptions

- Revenue rise of 7%-9% a year in 2024-2027.

- Fitch-defined EBITDA margin of 8%-9% in 2024-2025, improving to
10%-12% in 2026-2027.

- Cash capex (excluding development costs, which are expensed by
Fitch) of 1% of revenues a year in 2024-2027.

- Working capital outflows of 1.2% of revenue a year between 2024
and 2027.

- No dividend payment in 2024-2027.

- M&A activity to be funded with FCF and equity.

Recovery Analysis

The recovery analysis assumes that Voodoo would be considered a
going concern at default and would be reorganised rather than
liquidated.

Fitch has assumed a 10% administrative claim in the recovery
analysis.

Fitch estimates going concern EBITDA at EUR32 million, reflecting
cost adjustments and a rehabilitation period after restructuring.

Fitch has applied a distressed enterprise value multiple of 5.0x,
which reflects the evolving landscape around mobile ad-based
revenues and profitability, small scale with fierce competition and
limited revenue visibility, balances by a strong position in high
growth key subsectors. The multiple is higher than Mediapro's at
4.5x, but lower than Banijay's at 5.5x and IDEMIA's at 6.0x.

Fitch assumes that Voodoo's EUR30 million RCF, ranking pari passu
with the EUR220 million term loan B, is fully drawn at default. The
allocation of value in the liability waterfall analysis results in
a Recovery Rating corresponding to 'RR3' for the term loan B. This
indicated a 'B+' instrument rating with a waterfall-generated
recovery computation of 58%, based on current metrics and
assumptions.

RATING SENSITIVITIES

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

- The RWN would be removed if Voodoo can refinance or extend
existing maturities in a timely manner;

- Continued successful diversification into the hybrid and casual
gaming subsector, as evidenced by the increasing contribution of
the latter to revenue and EBITDA;

- Sustainable improvement of Fitch-defined EBITDA margin towards
15%;

- Sustainable cash flow generation with (cashflow from operations -
capex) to total debt about 5%;

- EBITDA leverage sustainably below 4.0x;

- EBITDA interest cover above 3.0x.

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

- Failure to refinance or extend the existing maturities over the
next six months could result in the RWN being resolved by one or a
multiple notch downgrade;

- Escalated financial risk with aggressive M&A strategy before FCF
and liquidity improvements come through;

- EBITDA leverage sustainably above 5.5x;

- EBITDA interest cover below 2.5x;

- Weaker liquidity with reduction in cash position with continued
reliance on the RCF to fund cash outflows (including earnouts).

Liquidity and Debt Structure

Liquidity Needs: The primary concern is the refinancing of debt
maturities. The company had EUR134 million of cash as of end-2023
and EUR30m of RCF undrawn as of October 2024. Liquidity is further
supported by its expectation of positive FCF in 2024-2027, subject
to the refinancing.

Issuer Profile

Voodoo is a global mobile games publisher.

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

Stan Holding SAS has an ESG Relevance Score of '4' for Management
Strategy, due to aggressive M&A strategy with high execution risks,
which has a negative impact on the credit profile, and is relevant
to the rating[s] in conjunction with other factors.

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

   Entity/Debt             Rating              Recovery   Prior
   -----------             ------              --------   -----
Stan Holding SAS     LT IDR B  Rating Watch On            B

   senior secured    LT     B+ Rating Watch On   RR3      B+


STAN HOLDING: Moody's Affirms 'B3' CFR & Alters Outlook to Negative
-------------------------------------------------------------------
Moody's Ratings has changed the outlook on Stan Holding S.A.S.
(Voodoo), a leading mobile game publisher, to negative from stable.
At the same time Moody's have affirmed Voodoo's B3 corporate family
rating, the B3-PD probability of default rating and downgraded the
ratings on its senior secured term loan B (TLB) and on the EUR30
million senior secured revolving credit facility (RCF), due in
November and April 2025 respectively, to B3 from B2.

"The downgrade of the debt instrument ratings and the change in
outlook to negative reflects increasing refinancing risks as the
company's debt will soon become current, which deteriorates its
liquidity profile" says Agustin Alberti, a Moody's Ratings Vice
President–Senior Analyst and lead analyst for Voodoo.

"However, the rating affirmation reflects Voodoo's good operating
performance, large cash balance and positive free cash flow
generation, as well its plan to complete the refinancing in the
coming months" adds Mr. Alberti.

The increased refinancing risk is a governance consideration,
captured under the financial strategy and risk management factor
under Moody's General Principles for Assessing Environmental,
Social and Governance Risks Methodology.

RATINGS RATIONALE

The B3 CFR rating is constrained by the company's small scale and
scope of operations compared with other rated peers; the low
barriers to entry and fierce competition from existing and new
gaming rivals; the potential impact from changes in data protection
laws and regulations; its exposure to the volatile and cyclical
advertising industry; the need to develop a track record of
sustainable growth and improving profitability; and the execution
risks related to the BeReal acquisition.

The rating also reflects its relevant position in the mobile games
industry; its improved business profile from its transition from
volatile hypercasual games to more stable hybrid casual games and
apps; growth opportunity from the recent acquisition of BeReal; its
positive free cash flow generation and high cash balance; and the
presence of Tencent Holdings Limited (A1 negative, 22% equity
stake) and Groupe Bruxelles Lambert (A1 stable, 16% equity stake)
in the shareholder base.
The acquisition of the social media app BeReal, which closed in
June 2024, provides diversification and growth opportunities. The
acquisition is strategically positive provided Voodoo is able to
successfully leverage its own expertise to increase the user base
and establish an ad-based monetization model in a way that the
acquired business turns cash positive in the next 12-18 months.
However, a successful implementation of a new monetisation business
model is subject to execution risks, including potential delays in
integration plans that could affect profitability and a decline in
user engagement because of the introduction of ads.

Voodoo's core operations have nevertheless improved over the last
12-18 months. This improvement points a successful transitioning
from the more volatile and short life hypercasual games to more
sustainable hybrid casual games and subscription based apps.

Moody's forecast that organic revenues will grow around the mid to
high single digit range in 2024 and 2025. Moody's project that in
2024 the company will report relatively stable Moody's adjusted
EBITDA (which includes capitalised costs as an expense) compared to
the EUR48 million reported in 2023, while improving at c. EUR60
million in 2025, which assumes that the company continues to report
a solid operating performance in its previous businesses and starts
to benefit from BeReal's monetisation plan and other cost
optimisation measures.

In 2024, Moody's estimate that Voodoo's adjusted gross debt to
EBITDA ratio (as adjusted by Moody's) will be around 6.5x in 2024
(compared to 6.1x in 2023) and to improve to 5.0x by 2025. Moody's
estimate that its Moody's-adjusted FCF will remain positive in 2024
and 2025, with FCF/debt in the mid to high single digit rate.

LIQUIDITY

Voodoo has weak liquidity despite benefiting from a high cash
balance estimated at around EUR85 million by year-end 2024 and from
its positive FCF. This is because it has not yet addressed the
refinancing of the EUR30 million undrawn RCF and the outstanding
EUR220 million TLB due in April 2025 and November 2025,
respectively. However, the company is working on a refinancing plan
with the aim to close it in the coming months.

The facilities contain one net leverage-based maintenance covenant
set at 5.0x, with good headroom from the net leverage level of 2.0x
as of June 2024 (as per covenant definition).

STRUCTURAL CONSIDERATIONS

Voodoo's capital structure includes the EUR220 million TLB, EUR30
million RCF, and EUR30 million subordinated debt (unrated).
Voodoo's PDR of B3-PD reflects the use of a 50% family recovery
rate, as is customary for all first lien covenant-lite capital
structures.

The B3 rated senior secured TLB and senior secured RCF benefit from
the same security and guarantee structure and are rated in line
with the CFR despite some cushion provided by the subordinated debt
of EUR30 million in the capital structure, and the EUR50 million
M&A deferred payments and earn outs that are likely to be partially
settled in cash over the coming 12-18 months. Voodoo's debt
facilities are secured against share pledges, bank accounts and
receivables of key operating subsidiaries, and benefit from
guarantees from operating entities accounting for at least 80% of
group EBITDA.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the increased refinancing risks from
the debt maturing November 2025, which deteriorates its liquidity
profile.

The outlook could be stabilized if the company completes the debt
refinancing in a timely manner while keeping a solid operating
performance in line with its business plan.

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

Voodoo's ratings could be upgraded over time if the company: (1)
delivers sustainable revenue and profit growth, increasing its
scale and business diversification; (2) develops a track record of
strong operating performance resulting in improved profitability
levels over different cycles; (3) maintains its Moody's-adjusted
gross debt/EBITDA below 6.0x with solid positive FCF generation on
a sustained basis; and (4) improves and maintains a comfortable
liquidity profile.

The rating would face downward pressure if: (1) operating
performance deteriorates and profit margins deteriorate such that
Moody's-adjusted gross leverage ratio stays above 8.0x on a
sustained basis and particularly, if it is not sufficiently
balanced by a large cash position on balance sheet; (2) FCF
generation becomes sustainably negative; (3) there is any large
debt-funded acquisition resulting in weaker credit metrics; or (4)
its liquidity weakens and it fails to timely refinance its 2025
debt maturities.

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

COMPANY PROFILE

Voodoo, headquartered in Paris (France) is a leading mobile game
publisher company. In 2023, the company generated revenues of
EUR521 million and adjusted EBITDA (as defined by the company) of
EUR101 million.


THUNDER LOGISTICS 2024-1: Fitch Puts 'BB-sf' Rating on Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Thunder Logistics 2024-1 DAC's notes
final ratings.

   Entity/Debt           Rating             Prior
   -----------           ------             -----
Thunder Logistics
2024-1 DAC

   A XS2896262479    LT AAAsf  New Rating   AAA(EXP)sf
   B XS2896262719    LT AA-sf  New Rating   AA-(EXP)sf
   C XS2896263360    LT A-sf   New Rating   A-(EXP)sf
   D XS2896263790    LT BBB-sf New Rating   BBB-(EXP)sf
   E XS2896263956    LT BB-sf  New Rating   BB-(EXP)sf

Transaction Summary

The transaction is a 95% securitisation of a EUR250 million
commercial real estate loan originated by Goldman Sachs Bank USA
and Societe Generale S.A. for entities related to Blackstone Inc.
The loan is backed by a portfolio of 22 "big box" logistics assets
located across Spain, France, Germany and The Netherlands. The
originators retain 5% (2.5% each) of the liabilities transferred to
the issuer, in the form of an issuer loan, pari passu with the
notes.

KEY RATING DRIVERS

Average Quality, Highly Functional: The underlying portfolio
consists of 22 big box logistics assets. Although the majority of
the assets were built before 2000 and are considered dated, they
are well-located along main arterial routes and well-suited to be
distribution assets. Generally they have good specifications in
terms of clear heights, yard depth, and the number of loading
bays.

Occupancy in the portfolio has increased to 81% as of May 2024 from
62% in December 2019, with rents increasing 19% on a
per-square-metre basis. The portfolio is scored '3' on a weighted
average basis, with individual scores ranging from '2' to '4'.

Reversion Mitigates Re-Letting Risk: The assets are primarily
single-let to large logistics operators and consumer goods
companies, an indicator of the utility of the portfolio as core
logistics assets. With a relatively short weighted average
unexpired lease term to break of 3.2 years (from 31 May 2024), the
portfolio is exposed to re-letting risk in line with assets of
similar age and specification. The portfolio is under-rented,
earning only 88% of estimated rental value on occupied units.

Complex Release Pricing: The release premium (RP) is 0% for the
first 10% of disposals by original market value. Although this
approach is aggressive, the portfolio does not show sufficient
variation in property quality to weigh on ratings. While RPs rise
to 5% for the next 10%, and then again to 10%, the aggregate RP
paid reduces (euro for euro) the release price of the remaining
assets pro rata, limiting deleveraging.

However, the release price is floored at 1.05x original allocated
loan amount (ALA), and moreover, once the loan balance drops below
EUR90 million, note repayment switches from pro rata to sequential
until the class B notes have been redeemed. These provisions limit
cumulative property adverse selection and concentration risk,
especially for the senior notes.

Leakage from Debt Capacity Limitations: Owing to debt capacity
limitations, a portion of the ALA for properties owned by Thunder
(France) Propco I SNC, Thunder (France) Propco II SNC, and Thunder
(Germany) Propco S.à r.l. has been advanced to Thunder Platform
Holdco S.à r.l., a holding company owning shares in the propcos.
Wider group (including holdco) debt can be repaid out of those
propcos' property enforcement proceeds, but for the French propcos
- whose mortgages do not exceed their own debt - this (and also the
value of share security) would be subject to deduction for
third-party unsecured claims, including capital gains tax.

RATING SENSITIVITIES

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

A rating downgrade of the Spain sovereign or lower estimated rental
value (ERV) could lead to negative rating action.

The change in model output that would apply with a downgrade of
Spain's sovereign rating to 'BBB+' from 'A-' would imply the
following ratings:

'AA+sf' / 'AA-sf' / 'A-sf' / 'BBB-sf' / 'BB-sf'

The change in model output that would apply with a 15pp increase in
rental value decline assumptions would imply the following
ratings:

'A+sf' / 'BBBsf' / 'BBB-sf' / 'B+sf' / 'CCCsf'

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

Letting vacant space or achieving significant rent increases
following lease expiries could lead to positive rating action.

The change in model output that would apply with a 1pp reduction to
cap rate assumptions would imply the following ratings:

'AAAsf' / 'AAsf' / 'A+sf' / 'BBB+sf' / 'BBB-sf'

KEY PROPERTY ASSUMPTIONS (all weighted by net ERV)

Weighted average (WA) depreciation: 2.8%

Non-recoverable costs: EUR0.9 million

Fitch ERV: EUR26.3 million

'Bsf' WA cap rate: 5.2%

'Bsf' WA structural vacancy: 15.1%

'Bsf' WA rental value decline: 15.5%

'BBsf' WA cap rate: 6.0%

'BBsf' WA structural vacancy: 16.6%

'BBsf' WA rental value decline: 18.3%

'BBBsf' WA cap rate: 7.1%

'BBBsf' WA structural vacancy: 18.7%

'BBBsf' WA rental value decline: 21.2%

'Asf' WA cap rate: 8.3%

'Asf' WA structural vacancy: 20.6%

'Asf' WA rental value decline: 24.0%

'AAsf' WA cap rate: 8.9%

'AAsf' WA structural vacancy: 22.1%

'AAsf' WA rental value decline: 26.9%

'AAAsf' WA cap rate: 9.3%

'AAAsf' WA structural vacancy: 24.3%

'AAAsf' WA rental value decline: 29.7%

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 KPMG LLP. The third-party due diligence described in
Form 15E focused on certain characteristics with respect to the 22
properties in the portfolio. 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.




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

PBD GERMANY 2021-1: Moody's Ups Rating on EUR12MM F Notes From B1
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings of five Notes in PBD
Germany Auto Lease Master S.A., Compartment 2021-1. The rating
action reflects better than expected collateral performance and
increased levels of credit enhancement for the affected Notes as
well as decreased residual value (RV) exposure in the transaction.

Moody's affirmed the rating of the Class A Notes that had
sufficient credit enhancement to maintain their current rating.

EUR463.8M Class A Notes, Affirmed Aaa (sf); previously on Nov 26,
2021 Definitive Rating Assigned Aaa (sf)

EUR23.1M Class B Notes, Upgraded to Aa1 (sf); previously on Nov
26, 2021 Definitive Rating Assigned Aa2 (sf)

EUR31.5M Class C Notes, Upgraded to Aa3 (sf); previously on Nov
26, 2021 Definitive Rating Assigned A2 (sf)

EUR21M Class D Notes, Upgraded to A2 (sf); previously on Nov 26,
2021 Definitive Rating Assigned Baa2 (sf)

EUR39.6M Class E Notes, Upgraded to Baa1 (sf); previously on Nov
26, 2021 Definitive Rating Assigned Ba2 (sf)

EUR12M Class F Notes, Upgraded to Baa2 (sf); previously on Nov 26,
2021 Definitive Rating Assigned B1 (sf)

RATINGS RATIONALE

The rating action is prompted by decreased key collateral
assumptions, namely the default probability (DP) assumption, due to
better than expected collateral performance, an increase in credit
enhancement for the affected tranches as well as decreased residual
value (RV) exposure in the transaction.

Reduction in RV exposure

The decrease in the RV exposure stems from a change of product mix
over time in the transaction. The type of leases that give rise to
RV exposure had a shorter term compared to leases without RV
exposure, therefore decreasing the transaction's overall RV
exposure.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed Moody's default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transaction has continued to improve since
closing. Total delinquencies remain at a very low level, with 90
days plus arrears currently standing at 0.04% of current pool
balance. Cumulative defaults currently stand at 0.46% of original
pool balance up from 0.29% a year earlier.

The current default probability assumption has been reduced to
1.80% from 2.00% of the current portfolio balance. The assumption
for the fixed recovery rate is maintained at 45.00%. Further,
Moody's have maintained the portfolio credit enhancement assumption
at 8.50%.

Increase in Available Credit Enhancement

The turbo amortization of the Class G Notes led to the increase in
the credit enhancement available in this transaction.

For instance, the credit enhancement for the Class B Notes, the
most senior tranche affected by the rating action, increased to
22.67% from 18.85% since closing.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
August 2024.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, and (3) improvements in the credit quality of
the transaction counterparties.

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


TAKKO HOLDING: S&P Assigns Prelim. 'B-' ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' ratings to
Germany-based discount apparel retailer Takko Holding Luxembourg 2
Sarl (Takko) and the group's proposed EUR350 million senior secured
notes, with a '3' recovery rating indicating its expectation of
meaningful recovery (50%-70%; rounded estimate: 55%) in the event
of a payment default.

The stable outlook reflects S&P's view that the group will perform
in line with its base case for 2025 and 2026, posting robust S&P
Global Ratings-adjusted EBITDA margins of 22.0%-22.5%, while
managing working capital volatility and generating free operating
cash flow (FOCF) of EUR40 million-EUR60 million, with adjusted
leverage at 4.0x-4.5x.

Rating Action Rationale

Takko plans to partly refinance its EUR66 million super senior
facility due in May 2026 and EUR308 million senior secured facility
due in November 2026, by issuing EUR350 million of senior secured
fixed-rate notes due 2030.   The group will also use roughly
EUR49.5 million of available cash to contribute to the debt
repayment and pay transaction fees. S&P said, "As part of the
transaction, Takko plans to obtain a EUR28 million super senior
secured RCF that we expect will remain undrawn, alongside a EUR175
million super senior secured letter of credit (LOC) facility. We
acknowledge that Takko's capital structure also includes a 15%
payment-in-kind (PIK) loan amounting to EUR138.4 million at the end
of fiscal year ended Jan. 31, 2024 (fiscal 2024), which was issued
outside the proposed notes' restricted group, by the parent company
Takko Fashion Sarl. The PIK loan currently matures in December
2026. However, we understand that on issuance of the proposed
notes, the maturity date of about 90% of the PIK loan will be
extended beyond the notes' 2030 maturity date, and the other 10% is
expected to mature in December 2028."

After the refinancing, Takko's capital structure is expected to be
more sustainable thanks to a longer maturity profile and lower
debt, leading to S&P Global Ratings-adjusted debt to EBITDA of 4.3x
in fiscal 2025.  S&P said, "We estimate total adjusted debt at
about EUR1.22 billion as of year-end fiscal 2025, including the
proposed EUR350 million bond, EUR138.4 million PIK loan including
accrued interest, and EUR679 million of lease liabilities. We also
adjust our debt calculation to account of the company's LOCs.
Although the LOCs serve as a guarantee for Takko's bank for
off-balance sheet debt, they share features with reverse factoring
because payments are made to suppliers through financial
intermediaries after 90 days. So, we assume an extension of payment
terms to 120 days from 90 days, which we judge as a common payment
term with suppliers. Therefore, we adjust Takko's debt by roughly
EUR30 million-EUR35 million (out of about EUR130 million-EUR142
million LOCs outstanding) in 2025."

Despite being well positioned in the discount segment of the
apparel and footwear market, Takko still faces fierce competition,
which constrains our view of its business risk profile.   S&P said,
"We see Europe's apparel market as highly competitive due to the
presence of other value retailers that embed fashion content in
their product offerings, such as Shein, H&M, or Uniqlo. In our
view, those retailers enjoy greater visibility and awareness in the
European market due to their solid online presence (Shein) or
consumer proximity (H&M and Uniqlo), since their store networks are
mainly in central locations and more accessible than Takko's, which
are primarily in retail parks, accounting for 66% of Takko's stores
in 2024." However, Takko ranks No. 3 in the discount segment of the
apparel and footwear market in its main location, Germany, where it
enjoys good brand awareness due to its consistent product offering
of basic wear and mainstream products, encompassing low fashion
risk.

S&P views as positive the new management team's plan to refocus
Takko's presence on its core markets and invest in data science
initiatives to elevate the brand, enabling moderate top-line growth
of 2.0%-4.0% from fiscal 2026 onward.

As part of Takko's new strategy, the group is implementing measures
to reposition the brand in core markets, notably Germany where it
generates more than 60% of sales, and Western Europe. This also
entails gradually exiting certain eastern European locations where
the group has not been able to achieve similar profitability. Takko
nonetheless remains present in 17 countries in Europe, which
supports good geographic diversification. The group has also
invested in data science initiatives (IT and customer relationship
management) to better leverage its consumer base, which shows a
relatively high frequency of repeat purchases of core products.
This would enable the group to manage its clothes assortment
accordingly, reduce inventory risk, and improve working capital
management, which has shown some degree of volatility in recent
years. As a result of these efforts, the company, will likely
report annual top-line revenue growth of 2.0%-4.0% in fiscal 2026,
up from a stable top line in fiscal 2025 compared to 2024. For
S&P's forecast, it also assumes about 10 to 40 net store openings
per year from fiscal 2026.

Takko enjoys above-average S&P Global Ratings-adjusted EBITDA
margins, forecast at 22.2% in fiscal 2025, thanks to a revision of
promotions and good purchase price conditions with suppliers.  As
an apparel discount retailer, Takko tends to offer generous
discounts to attract store traffic, which the group is currently
reviewing to make more efficient use of markdowns. S&P said,
"However, we also believe demand from Takko's targeted consumer
base, mothers with relatively low net family income, could show
high elasticity with such a revision in markdowns. This was the
case in the past few years when we observed volume declines due to
higher prices, as households compensated for elevated inflation.
Nonetheless, Takko's solid profitability is supported by its
economies of scale because its orders from suppliers are generally
placed in bulk and well in advance. We expect those actions will
result in S&P Global Ratings-adjusted EBITDA of EUR285 million in
fiscal 2025 and EUR292 million in fiscal 2026, leading to an
adjusted EBITDA margin of 22.0%-22.5%. However, we anticipate
profitability could slightly decline in the next few years to
21.0%-21.5% because we believe don't believe Takko can pass through
all of the higher costs, notably those related to staff increases
and logistic costs."

S&P said, "FOCF after leases is robust at about EUR40 million-EUR60
million per year, but we see a limited track record of successfully
managing working capital volatility.  The company has limited
capital expenditure (capex) requirements, due to its simple
in-store and storefront design and outsourced manufacturing
activity. These, coupled with a solid EBITDA base, will likely
translate into good FOCF of EUR60 million in fiscal 2025 and EUR44
million in fiscal 2026 after lease payments. However, there is a
limited track record of the group effectively managing working
capital volatility and achieving structurally positive FOCF after
leases. This is because of severe volatility in working capital in
recent years leading to weakened cash flow generation and
restructuring of Takko's capital structure through a debt-to-equity
swap in 2023. In addition, reliance on suppliers in Asia could
adversely affect Takko's procurement during disruptions or
challenging market conditions. This is currently the case in
Bangladesh (Takko's second-largest supply country after China) due
to social and political unrest in the country hampering many
economic activities, including apparel production and logistics
activities. Positively, we understand Takko does not depend on fast
delivery, which enables the company to manage short-term
disruptions. Also, the group has some capacity to change its
suppliers or choose a different shipping route in case of need. We
also take into consideration Takko's material amount of lease
payments, since the group leases all of its 1,939 stores. According
to our assumptions, we forecast Takko's EBITDA plus rent (EBITDAR)
coverage ratio at 1.4x-1.5x over fiscal 2025 and fiscal 2026.

"The final rating will depend on our receipt and satisfactory
review of all final documentation and terms of the transaction.  
The preliminary ratings should therefore not be construed as
evidence of final ratings. If we do not receive final documentation
within a reasonable time, or if the final documentation and final
terms of the transaction depart from the materials and terms
reviewed, we reserve the right to withdraw or revise the ratings.
Potential changes include, but are not limited to, utilization of
the proceeds, maturity, size and conditions of the facilities,
financial and other covenants, security, and ranking.

"The stable outlook reflects our expectation that the group will
perform in line with our base case, reporting robust EBITDA margins
at 22.0%-22.5% over fiscal 2025 and fiscal 2026 as the new
management team executes its strategy. Under our base case, we
assume the company can manage working capital volatility and post
resilient FOCF of EUR40 million-EUR60 million in fiscal 2025 and
fiscal 2026, while S&P Global Ratings-adjusted leverage remains at
4.0x-4.5x over the same period."

Downside scenario

S&P could take a negative rating action if the company's price and
product offering strategy does not resonate well with its consumer
base or if Takko is unable to successfully refocus on its main
geographies, meaning that the top line and EBITDA will decline,
raising uncertainties about the sustainability of its business
model and capital structure. This would typically arise in case of
higher-than-expected working capital outflows leading to a material
deterioration of FOCF and liquidity.

Upside scenario

A positive rating action would hinge on an improvement of Takko's
business model, implying that the group has successfully executed
its strategic initiatives, including streamlining the store
network, improving inventory management, achieving more stable
working capital throughout the year, and generating solid stable
profitability resulting in resilient FOCF after leases and an
EBITDAR coverage ratio approaching 2.0x.

Environmental, social, and governance factors are an overall net
neutral consideration in S&P's credit rating analysis of Takko.

S&P said, "The company belongs to an industry that we consider
increasingly subject to environmental and social concerns,
including the fast-fashion industry's environmental footprint and
labor conditions of the supply chain workforce, largely in
lower-wage countries. These risks could mean changing shopping
habits and consumer preferences in the medium term, as well as
increasing scrutiny from regulators, as envisaged in Europe.
However, for now, consumers are responding positively to Takko's
value proposition, and we have not yet identified a regulatory
landscape that is so stringent that it forces the group to
implement a full-scale circular business model, underpinning our
view that, for now, environmental issues are still a neutral
consideration.

"We consider social factors to be neutral in our credit analysis of
Takko. We believe the company is now past the health and safety
concerns caused by the pandemic.

"Governance factors are a moderately negative consideration in our
credit rating analysis of Takko. This is the case for most rated
entities owned by private-equity sponsors. We view financial
sponsor-owned companies with aggressive or highly leveraged
financial risk profiles as demonstrating corporate decision-making
that prioritizes the interests of the controlling owners, typically
with finite holding periods and a focus on maximizing shareholder
returns."




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

ARES EUROPEAN XIV: Fitch Assigns BB-sf Final Rating on Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Ares European CLO XIV DAC reset notes
final ratings.

   Entity/Debt                 Rating           
   -----------                 ------           
Ares European
CLO XIV DAC

   Class A XS2920478356    LT AAAsf  New Rating

   Class B XS2920478513    LT AAsf   New Rating

   Class C XS2920478869    LT Asf    New Rating

   Class D XS2920478943    LT BBBsf  New Rating

   Class E XS2920479081    LT BB+sf  New Rating

   Class F XS2920479321    LT BB-sf  New Rating

   Subordinated notes
   XS2243971947            LT NRsf   New Rating

Transaction Summary

Ares European CLO XIV DAC is a securitisation of mainly senior
secured obligations with a component of senior unsecured bonds. Net
proceeds from the note issuance have been used to redeem the
existing notes except the subordinated notes and to fund a static
portfolio with a target par of EUR256.3 million.

KEY RATING DRIVERS

'B'/'B-' Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B' /'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 26.

High Recovery Expectations (Positive): Senior secured obligations
and first-lien loans make up around 99.2% of the portfolio. 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
60.8%.

Diversified Portfolio Composition (Positive): The three-largest
industries comprise 36.7% of the portfolio balance, the top 10
obligors represent 14.8% of the portfolio balance and the largest
obligor represents 1.6% of the portfolio.

Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are not permitted
unless there is consent by the controlling class of noteholders.
Credit risk obligations, defaulted obligations or loss mitigation
loans may be sold at any time provided that no event of default has
occurred.

Allowance for Maturity Extensions (Neutral): The manager may vote
in favour of a maturity amendment on collateral obligations, as
long as the obligations do not become long-dated. Additionally, the
par value and interest coverage tests must be satisfied, and the
maturity amendment weighted average life (WAL) test must be met.
However, the manager may also vote for a maturity amendment even if
the maturity amendment WAL test is not met, provided that the
collateral obligations extended in this manner do not exceed 5% of
the collateral principal amount since the issue date.

Fitch's analysis is based on the current portfolio, which Fitch
stressed by notching down the ratings of all obligors on a Negative
Outlook (floored at 'CCC-') by one level. This results in a WARF of
the portfolio of 27.4. Obligors on Negative Outlook represent 18.2%
of the portfolio assets.

Deviation from Model-Implied Rating (MIR): The the class C, D and F
notes are rated one notch below their model-implied ratings (MIR),
reflecting insufficient break-even default rate cushions for
obligors on Negative Outlook at their MIRs.

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 lead to a downgrade of up to three
notches for the rated 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 default and portfolio deterioration.
Due to the better WARF of the identified portfolio than the
Fitch-stressed portfolio and the deviation from the MIRs, the class
B, C and D notes show a rating cushion of one notch and the class F
notes show a rating cushion of two notches.

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

Upgrades, which are based on the Fitch-stressed portfolio, may
result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

ESG Considerations

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


ARES EUROPEAN XIV: Moody's Assigns B2 Rating to EUR5.1MM F Notes
----------------------------------------------------------------
Moody's Ratings announced that it has assigned the following
definitive ratings to refinancing notes issued by Ares European CLO
XIV DAC (the "Issuer"):

EUR171,200,000 Class A Senior Secured Floating Rate Notes due
2034, Definitive Rating Assigned Aaa (sf)

EUR20,000,000 Class B Senior Secured Floating Rate Notes due 2034,
Definitive Rating Assigned Aa1 (sf)

EUR15,100,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned A2 (sf)

EUR14,100,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Baa3 (sf)

EUR10,300,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2034, Definitive Rating Assigned Ba2 (sf)

EUR5,100,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2034, Definitive Rating Assigned B2 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology. The rating action also reflects a
correction of an input error of the weighted average recovery rate
(WARR) following several senior secured bonds being incorrectly
classified as senior secured loans. The error led to the WARR being
lower than what was assumed upon the assignment of the provisional
ratings. The error correction has an impact on the definitive
ratings assigned to Class C and Class D notes. Previously these two
classes were assigned provisional ratings of (P) A1 (sf) and (P)
Baa2 (sf), respectively. However, given the credit enhancement
provided for these classes, they should have received provisional
ratings that were one notch lower, consistent with the definitive
ratings stated above.

This is a reset of an existing amortising CLO and is a static cash
flow CLO. The issued notes will be collateralized primarily by
broadly syndicated senior secured corporate loans. The portfolio is
100% ramped up as of the closing date.

Ares European Loan Management LLP ("Ares") may sell assets on
behalf of the Issuer during the life of the transaction.
Reinvestment is not permitted and all sales and unscheduled
principal proceeds received will be used to amortize the notes in
sequential order.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

In addition to the EUR235.8 million classes of notes rated by us,
the Issuer has originally issued EUR30.5 million of Subordinated
Notes which remain outstanding and are not rated.

Methodology Underlying the Rating Action:

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Moody's
methodology.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR256,304,249

Diversity Score: 49

Weighted Average Rating Factor (WARF): 3039

Weighted Average Spread (WAS): 3.98% (actual spread vector of the
portfolio)

Weighted Average Coupon (WAC): 4.37% - (actual spread vector of the
portfolio)

Weighted Average Recovery Rate (WARR): 43.96%

Weighted Average Life (WAL): 3.56 years (actual amortization vector
of the portfolio)

Moody's base case assumptions are based on a provisional portfolio
(including unidentified assets) provided by the manager.


NORTHWOODS CAPITAL 23: Moody's Cuts EUR13MM F Notes Rating to Caa1
------------------------------------------------------------------
Moody's Ratings has downgraded the rating on the following notes
issued by Northwoods Capital 23 Euro Designated Activity Company:

EUR13,000,000 Class F Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Downgraded to Caa1 (sf); previously on May 7, 2021
Assigned B3 (sf)

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

EUR32,000,000 Class A Senior Secured Floating Rate Notes due 2034,
Affirmed Aaa (sf); previously on May 7, 2021 Assigned Aaa (sf)

EUR164,000,000 Class A-1 Senior Secured Floating Rate Loan due
2034, Affirmed Aaa (sf); previously on May 7, 2021 Assigned Aaa
(sf)

EUR50,000,000 Class A-2 Senior Secured Floating Rate Loan due
2034, Affirmed Aaa (sf); previously on May 7, 2021 Assigned Aaa
(sf)

EUR13,000,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Affirmed Aa2 (sf); previously on May 7, 2021 Assigned Aa2
(sf)

EUR25,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Affirmed Aa2 (sf); previously on May 7, 2021 Assigned Aa2 (sf)

EUR28,000,000 Class C Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Affirmed A2 (sf); previously on May 7, 2021
Assigned A2 (sf)

EUR29,000,000 Class D Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Affirmed Baa3 (sf); previously on May 7, 2021
Assigned Baa3 (sf)

EUR18,000,000 Class E Mezzanine Secured Deferrable Floating Rate
Notes due 2034, Affirmed Ba3 (sf); previously on May 7, 2021
Assigned Ba3 (sf)

Northwoods Capital 23 Euro Designated Activity Company, issued in
May 2021, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Northwoods European CLO Management LLC. The
transaction's reinvestment period will end in July 2025.

RATINGS RATIONALE

The rating downgrade on the Class F notes is primarily a result of
the deterioration in over-collateralisation ratios since the
payment date in September 2023.

The affirmations on the ratings on the Class A notes, Class A-1 and
Class A-2 loans, Class B-1, Class B-2, Class C, Class D and Class E
notes (collectively together with Class F notes, referred to as the
"Rated Debt") are primarily a result of the expected losses on the
debt remaining consistent with their current rating levels, after
taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

The over-collateralisation (OC) ratios of the Rated Debt have
deteriorated since September 2023. According to the trustee report
dated September 2024 [1] the Class A/B, Class C, Class D and Class
E OC ratios are reported at 137.2%, 124.9%, 114.3% and 108.5%
compared to September 2023 [2] levels of 139.1%, 126.7%, 115.9% and
110.1%, respectively. There is no OC test associated with the Class
F in the transaction.

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

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

Performing par and principal proceeds balance: EUR388.56m

Defaulted Securities: EUR7.40m

Diversity Score: 51

Weighted Average Rating Factor (WARF): 3004

Weighted Average Life (WAL): 4.48 years

Weighted Average Spread (WAS): 3.95%

Weighted Average Coupon (WAC): 5.04%

Weighted Average Recovery Rate (WARR): 42.32%

Par haircut in OC tests and interest diversion test: 0.12%

Moody's note that the September 30th 2024 trustee report was
published at the time Moody's were completing Moody's analysis of
the September 4th 2024 data. Key portfolio metrics such as WARF,
diversity score, weighted average spread and life, and OC ratios
exhibit little or no change between these dates.

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the debts' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance" published in October 2024. Moody's concluded
the ratings of the debts are not constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

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




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

AGRIFARMA SPA: S&P Puts 'B' ICR on Watch Positive on Fressnapf Deal
-------------------------------------------------------------------
S&P Global Ratings placed its 'B' ratings on Agrifarma SpA
(Arcaplanet) and its EUR550 million senior secured notes on
CreditWatch with positive implications, reflecting the likelihood
that S&P will raise the ratings on Arcaplanet by one notch.

S&P expects to resolve the CreditWatch once the transaction closes,
which it expects by year-end 2024, and after it assesses
Arcaplanet's importance within the group's overall strategy and
operations as well as the potential for extraordinary support from
the group.

The CreditWatch placement follows the announcement that German pet
care retailer Fressnapf has launched a senior unsecured note
offering to finance the planned takeover of Arcaplanet.   On Oct.
21, 2024, Fressnapf (BB-[prelim]/Stable/--) announced the issuance
of EUR800 million of senior unsecured notes and a EUR300 million
unsecured RCF to finance the planned acquisition of the remaining
67% stake in Arcaplanet from financial sponsor Cinven and
Arcaplanet's management. The acquisition is pending EU antitrust
clearance, but S&P expects it to close by year-end 2024.
Arcaplanet's EUR550 million senior secured notes, currently rated
'B', due 2028 will remain outstanding because the planned
transaction does not constitute a change-of-control event according
to the terms and conditions of the notes. Furthermore, we
acknowledge that there are no cross-default or cross-guarantees
clauses in the financing documents of the two instruments.

Fressnapf's successful acquisition of Arcaplanet and S&P's view of
the new shareholder structure and financial policy are key factors
for an upgrade.   This is because we anticipate a more conservative
financial policy after the transaction. Pro forma the acquisition,
private equity sponsor Cinven has a minority presence within the
overall Fressnapf group (and indirectly Arcaplanet) with a 15.7%
stake, while Torsten Toeller and family, through the investment
vehicle Allegro, have a majority 84.3% stake. Under S&P's current
base, it anticipates that S&P Global Ratings-adjusted leverage
could remain below 5x over the next 24 months, after it observed
solid deleveraging since the buyout of the company from Cinven,
when adjusted leverage was at about 6.5x.

S&P said, "Although we need to assess Arcaplanet's strategic
importance within the overall Fressnapf group, we believe the
upgrade will likely be limited to one notch.  We expect Arcaplanet
to remain a separate subsidiary of Fressnapf, and we do not expect
any change in its strategic direction or key management. Arcaplanet
will continue to run its business under its Arcaplanet banner and
represent a key contributor to Fressnapf group, accounting for
about 20% of the group's consolidated revenue. However, we need to
assess the relationship and level of support Fressnapf would
provide to Arcaplanet. We understand the current EUR80 million RCF
outstanding at Arcaplanet will be cancelled. However, we expect
Arcaplanet to be able to cover its liquidity needs via internally
generated cash flows. Fressnapf will likely support extraordinary
or unforeseen liquidity requirements at Arcaplanet from its newly
established EUR300 million RCF, through intercompany loans, or
other means.

"The CreditWatch placement reflects the likelihood that we would
raise our ratings on Agrifarma and its notes, by one notch,
assuming the acquisition from German industrial group Fressnapf
will be completed. We expect this to happen by year-end 2024."


BASE GROUP: Auction for Companies' Assets Set for Nov. 20
---------------------------------------------------------
COURT OF BOLOGNA
Notice of Sale

Regarding the judicial liquidation of the Base Group companies:

* Werther International S.p.A. (produces and sells equipment and
systems for auto repair shops, particularly lifts)

* Sicam S.r.l. (produces and sells equipment and systems for auto
repair shops, particularly machinery for tire assistance) .

* APAC S.r.l. (produces and sells equipment and systems for auto
repair shops, particularly systems for fluid and oil management) .

The sale will take place on November 20, 2024, at 10:00 a.m. at the
Court of Bologna and will include:

1. Lot One: Comprising the business assets of Werther International
and Sicam, including intellectual property (trademarks, patents),
equipment, furniture, vehicles, employment contracts, pending
orders, and agency contracts.

The starting price for this lot is EUR1,368,328. The assets are
located at the sites in Correggio (RE), Italy.

2. Lot Two: Relating to the assets of APAC S.r.l., which include
intellectual property, machinery, equipment, and inventory, with a
starting price of EUR727,587. The assets are located at the sites
in Veroneila (VR) and Lonigo (V1), Italy.

3. Multi-Lot: Composed of Lot One (companies Werther and Sicam)
along with the real estate property and the photovoltaic system
located at Via G. Corradini, 1a Correggio (RE), Italy, with a
starting price of EUR7,973,328.

Conditions of Sale:

Offers lower than the starting price will not be accepted, and
offers must be submitted to the Court by the day before the sale.
In case of successful bidding, the balance must be paid within 60
days, under penalty of losing the deposit and the bid.

All details are available in the complete sales notice on the
website intribunale.net under the announcements menu, companies
(REF. R.G. 48/2024).

For further information please contact the Curator Mrs. Chiara
Mazzetti: c.mazzetti@studioandreazza.com




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

ASTANA MOTORS: Fitch Assigns 'B-' LongTerm IDR, Outlook Positive
----------------------------------------------------------------
Fitch Ratings has assigned Astana Motors Finance TOO (AMF) a
Long-Term Issuer Default Rating (IDR) of 'B-' and a National Long
Term Rating of 'BB-'(kaz). The Outlook on both ratings is Positive.


Key Rating Drivers

AMF's Long-Term IDR is driven by its Standalone Credit Profile
(SCP), reflecting its recently strong profitability, improving
leverage and adequate asset quality. The rating also considers
AMF's small scale versus international peers' as well as its
limited funding flexibility. The Positive Outlook reflects its
expectation that continuing improvement in leverage and seasoning
of the business profile following its recent expansion will enhance
AMF's creditworthiness over the next two years.

Standalone Assessment: While Fitch believes that AMF's credit
profile is correlated with that of its parent, Astana Motors Motor
Company LLP(AM), AMF's autonomous funding access (and the absence
of cross-acceleration clauses between AMF's and AM's debt), modest
franchise diversification, and its fairly independent management
mean that AMF's creditworthiness can be assessed separately from
AM's.

Niche Leasing Franchise: AMF is a small leasing company providing
both finance leasing (66% of total assets at end-2023) and
operating leasing (29%) of vehicles (largely cars) exclusively in
Kazakhstan. It is a subsidiary of the AM group, the largest car
dealership in Kazakhstan. Concentrated private ownership of AMF and
the broader group, as well as significant reliance on related
parties for business generation constrains its assessment of
corporate governance. AMF provides leasing services to SMEs and
corporate clients, with the latter accounting for the bulk of AMF's
operating leasing portfolio.

Rapid Growth in Recent Years: AMF's growth since the pandemic has
been rapid with its finance lease portfolio increasing 8x and its
operating lease portfolio 4x between 2021 and end-1H24. Increasing
size has improved AMF's economies of scale and overall
profitability but Fitch believes the recent rapid expansion could
put pressure on asset quality and increase operational risk.

Solid Asset Quality: AMF's impaired/gross receivables ratio was low
at 0.6% at end-2023, reflecting sound credit risk controls. This
was also helped by the rapid growth of the portfolio and by
favourable market conditions, with increasing secondary market car
prices underpinning loan-to-values (LTVs) in AMF's leasing exposure
and facilitating better payment discipline.

Its fleet is predominantly passenger cars (90%), which are quite
liquid, mitigating its exposure to residual value risk.
Provisioning policy is prudent, with specific provisions covering
90% of Stage 3 receivables and total provisions covering 163%.

Low Impairment Charges Support Profitability: Wide and resilient
margins, low provisioning costs and contained operating expenses
all contribute to AMF's strong profitability. Its pre-tax
income/average assets ratio weakened to 6% in 2023 and 2022 from 8%
in 2021, but overall profitability remains adequate. AMF's ability
to protect its strong profitability amid slowing growth and in a
lower interest rate environment is yet to be proven and Fitch
expects moderately weaker profitability in 2025.

High, Albeit Improving, Leverage: AMF has historically operated
with very high leverage. While remaining weaker than that of many
local peers, AMF's leverage improved significantly in 2022-2023,
with positive momentum in 1H24. Its gross debt/tangible equity
ratio stood at 7.7x at end-2023, but Fitch expects it to improve
materially in 2024 and approach 5.5x, provided the year's net
profit is fully retained, in line with management guidance.

Concentrated Funding; Limited Flexibility: AMF's funding has
reasonable diversification by type, as the company has bilateral
lines from two large local banks as well as finance provided by the
government-controlled development fund. Additionally, management
expects to tap the capital market with a debut bond of KZT3 billion
(equivalent of USD6 million) in late 2024 or early 2025. AMF's
liquidity n is tight, but an asset/liability structure with
balanced tenors and predictable cash outflows mitigates the risk.

RATING SENSITIVITIES

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

- Reversal of the positive momentum in leverage or deteriorating
asset quality could result in a revision of the Outlook on the
Long-Term IDR and National Long-Term Rating to Stable from
Positive

- A significant erosion of AMF's capital base (particularly if
driven by losses) resulting in an increase in the leverage ratio
towards 10x would result in a downgrade of the Long-Term IDR, as
could a material worsening of the funding profile of AMF or of the
broader group

- A material weakening of AM's corporate franchise, for instance
reflected in markedly reduced market shares, an inability to
maintain funding access or materially higher leverage, ultimately
threatening the viability of AMF's current business model

- A deterioration in creditworthiness relative to AMF's local peers
would result in a downgrade of the National Long-Term Rating

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

- Seasoning of the business model and development of AMF's
franchise, with a widening of the client base and revenue streams,
while maintaining tight control over impairment costs and
efficiency

- Strengthening of the capital base, with improvement in the
leverage ratio (gross debt/tangible equity) to below 5.5x on a
sustained basis

- Improvement of the operating environment for Kazakh leasing
companies

- Improvement in creditworthiness relative to AMF's local peers
would result in an upgrade of the National Long-Term Rating

ADJUSTMENTS

The 'b' sector risk operating environment score has been assigned
below the 'bb' category implied score due to the following
adjustment reason: regulatory and legal framework (negative).

The 'b' business profile score has been assigned above the 'ccc'
category implied score due to the following adjustment reason:
historical and future developments (positive).

The 'b' funding, liquidity & coverage score has been assigned above
the 'ccc' category implied score due to the following adjustment
reason: cash flow-generative business model (positive).

ESG Considerations

AMF has an ESG Relevance Score of '4' for Governance Structure due
to ownership concentration and related key man risk, as well as
high volume of transactions with related parties, which has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

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

   Entity/Debt           Rating           
   -----------           ------           
Astana Motors
Finance TOO       LT IDR  B-      New Rating
                  ST IDR  B       New Rating
                  Natl LT BB-(kaz)New Rating




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

GARFUNKELUX HOLDCO 2: Moody's Lowers CFR to Caa3, Outlook Negative
------------------------------------------------------------------
Moody's Ratings has downgraded Garfunkelux Holdco 2 S.A.'s
corporate family rating to Caa3 from Caa1 and Garfunkelux Holdco 3
S.A.'s senior secured debt ratings to Caa3 from Caa1. The issuer
outlooks remain negative.

RATINGS RATIONALE

The downgrade of Garfunkelux's CFR to Caa3 reflects Moody's
assessment that risks of potential losses to creditors have now
increased more significantly.

Garfunkelux Holdco 3 S.A. has a EUR455 million revolving credit
facility maturing in August 2025 and GBP1.1 billion equivalent of
secured bonds maturing in November 2025 which the company is
attempting to refinance. In Moody's view, the risk of realization
of losses to Garfunkelux's creditors in the potential refinancing
is exacerbated by the currently very distressed trading levels of
Garfunkelux Holdco 3 S.A.'s bonds, which in turn may impede access
to capital markets and constrains its financial flexibility.
Moody's believe that the challenges the company faces in regards to
market access result in a heightened risk of a distressed exchange
and in turn losses to bondholders, particularly in light of the
company's capital structure as reflected in its very negative
tangible common equity.

Moody's concerns related to Garfunkelux's funding challenges and
nearing refinancing needs as well as the pressures on its
performance outlook are now reflected in two negative adjustments
in the CFR for corporate behavior and liquidity management. The
firm's exposure to very high governance risks is captured by a
governance issuer profile score (IPS) of G-5 and accordingly a
Credit Impact Score of CIS-5 under Moody's framework for assessing
environmental, social and governance (ESG) risks, indicating that
the company's governance risks have a very material impact on the
ratings.

Garfunkelux Holdco 3 S.A.'s senior secured debt ratings of Caa3
reflects the Caa3 positioning of the CFR and the priorities of
claims in the company's liability structure.

OUTLOOK

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

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

Garfunkelux's CFR would be downgraded further, and potentially by
more than one notch, if the company's refinancing plans for
upcoming debt maturities incur losses on bondholders not
commensurate with a Caa3 rating. Alternatively, a downgrade would
result if the refinancing of debt is at interest rates that
pressure the firm's profitability and interest coverage greater
than Moody's currently expect.

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

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

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies published in July 2024.


MANGROVE LUXCO III: S&P Affirms 'B' LongTerm Issuer Credit Rating
-----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on global heat exchanger maker Mangrove Luxco III. S&P also
affirmed its 'B' issue credit ratings on senior secured notes and
'BB-' issue ratings on company's super senior revolving credit
facility (RCF) and guarantee facility.

S&P said, "At the same time, we revised our recovery rating on the
senior secured notes to '4' from '3'. The recovery rating on the
company's super senior RCF and guarantee facility remains at '1'.
The stable outlook reflects our expectation that positive demand
momentum, along with higher volumes and restructuring measures,
will result in improved S&P Global Ratings-adjusted EBITDA margins
of 9%-10% in 2024-2025, S&P Global Ratings-adjusted debt to EBITDA
below 5x, and FFO cash interest coverage of more than 2x over the
next 12 months.

"The proposed add-on will slightly elevate leverage but not affect
our view on the company's credit quality  Mangrove has issued EUR50
million of additional debt as an add-on to the existing notes.
Proceeds will be used to repay EUR50 million of TPEC. Despite a
slight increase in debt, we expect credit metrics to be comfortable
for the rating level. The company's performance remains solid and
is improving in line with our expectations. Sales increased 20% in
the first half of 2024, while reported EBITDA was up more than 50%
on the back of improved volume growth, strong pricing for the
products serving data center vertical, as well as cost saving
initiatives. Order intake is also strong, rising about 13% over the
year to June 30, 2024 compared with the same period in 2023
supported by large orders from data centers, oil and gas,
chemicals, and power and energy.. Considering these factors, we
believe Mangrove will maintain S&P Global Ratings-adjusted debt to
EBITDA below 5.0x, at about 4.6x in 2024, and improving to 4.2x in
2025. Also, FFO cash interest coverage should be around 2.3x in
2024 and climb to 2.6x in 2025, slightly lower than our previous
estimate of 2.8x. The incremental debt add-on will result in EUR2.5
million of additional interest starting from 2025.

"We revised our free operating cash flow (FOCF) assumptions on the
back of lower working capital outflow.  In our previous base case,
we expected working capital outflows of about EUR85 million, but we
have revised our assumption toward lower spending, of about EUR40
million for full-year 2024. This is underpinned by more careful
working capital management and improved cash collection and payment
terms. We still expect Mangrove to generate negative FOCF in 2024
of about EUR35 million-EUR40 million but this is lower than our
previous estimate of negative EUR89 million. FOCF will remain
slightly negative, at EUR10 million-EUR15 million in 2025, before
turning positive. We believe the company will be able to sustain
this cash conversion in the next two years because we expect
additional working capital requirements to fund revenue growth.
This should also be supported by relatively low leverage for the
'B' rating level."

End-market demand remains healthy, fueling revenue expansion at
least over the next 12-18 months.   Over the past two years,
Mangrove has exhibited significant improvement in its performance.
The company demonstrated strong growth, with a revenue increase of
15.6% in 2022 to EUR1.0 billion and 25.1% in 2023 to EUR1.35
billion. The S&P Global Ratings-adjusted EBITDA margin also
improved to 8.6% in 2023 (EUR116.5 million) from 5.8% (EUR62.3
million) in 2022. This was fueled by strong demand across
Mangrove's key end markets, especially in those related to data
centers, as well as to oil and gas, chemicals, and energy.
Transportation, in particular marine industries, also recorded good
growth. S&P said, "We've also seen positive dynamics across most of
the geographies, with business in the U.S. and Latin America
showing the biggest pickup. We anticipate this momentum will
continue in 2024, with revenue increasing by 21% to approximately
EUR1.6 billion in 2024, surpassing previous forecasts. This growth
will be supported by the record high order backlog of EUR1,256
million at the end of July 2024, up more than 30% compared with the
previous year."

Revenue expansion, product mix effects, favorable pricing dynamics,
and restructuring efforts support the improvement of profitability
and cash flow generation.  The S&P Global Ratings-adjusted EBITDA
margin strengthened to about 8.6% for 2023 from 5.8% in 2022, and
we anticipate it will continue to improve to about 8.7% in 2024 and
9.7% in 2025. Profitability will be supported by various factors,
including increased volumes, and a favorable product mix that
allows Mangrove to achieve better prices due to high demand. S&P
also believes the company's restructuring initiatives will benefit
future profitability development.

S&P said, "The stable outlook reflects our expectation that
Mangrove will continue to benefit from a positive momentum in
demand, boosting its orders. We believe that higher volumes and
implemented restructuring measures will result in improved S&P
Global Ratings-adjusted EBITDA margins of 9%-10% in 2024-2025. We
expect that the company will maintain S&P Global Ratings-adjusted
debt to EBITDA below 5x and FFO cash interest coverage above 2x
over the next 12 months. We further expect that the group will
substantially improve its FOCF in 2025 and achieve at least
break-even FOCF from 2026."

Downside scenario

S&P said, "We could lower the rating if Mangrove underperforms our
base case, translating into debt to EBITDA above 5x or FFO cash
interest coverage falling below 2x. We could lower the rating if we
don't see a clear path for positive FOCF generation after 2025.
This could materialize if the order flow dries up, leading to lower
volumes and pressure on margins. Albeit not expected in the next 18
months, we could lower the rating if the group's liquidity cushion
substantially deteriorates."

Upside scenario

S&P said, "Currently we see only limited ratings upside, reflecting
the financial sponsor ownership and prospects of negative FOCF in
the next two years. We would consider a positive rating action if
we saw improved quality of free cash flow based on EBITDA margins
consistently above 10% and reduced cash flow volatility, coupled
with FFO cash interest coverage above 3x and a track record of
maintaining a debt-to-EBITDA ratio of less than 5x."


TAKKO HOLDING 2: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Germany-based Takko Holding Luxembourg 2
S.à.r.l. a first-time Long-Term Issuer Default Rating (IDR) of 'B'
with a Stable Outlook. Fitch has also assigned the upcoming EUR350
million senior secured notes to be issued by Takko Fashion GmbH an
expected instrument rating of 'BB-(EXP)' with a Recovery Rating of
'RR2'.

Takko's 'B' rating reflects its strong niche positioning in the
discount apparel market as a top player in its home German market,
aided by good brand awareness and a long record of resilient
performance. Despite limited scale and concentrated operations
within basic wear and high reliance on the competitive German
market for profits, the rating is supported by superior
profitability that results into healthy free cash flow (FCF)
generation. This is offset by moderate EBITDAR leverage and tight
coverage ratios due to reliance on a fully leased store network.

The Stable Outlook captures its expected normalisation of margins
leading to leverage and coverage metrics stabilising at below 6x
and at 1.5x, respectively. The Outlook is also supported by the
company's satisfactory liquidity position and extended maturity
profile.

Key Rating Drivers

Strong Niche Positioning: Takko benefits from top-three positioning
in its key market of operations (particularly Germany) as a fashion
discounter retailer. It counts on a well-known brand through which
it has achieved some market share gains. Focus on a value-for-money
proposition has provided its resilience, with consumer appeal
during the recent inflationary period despite weak consumer
confidence. Its business model is based on convenience stores
located in proximity to discounter supermarkets, in easily
accessible retail parks or shopping areas, where around 80% of the
store base is located.

Limited Diversification: Despite its presence in 17 countries,
Takko is heavily dependent on Germany, which accounts for 64% of
its sales as of the last 12 months (LTM) ending July 2024. The
company's product range consists primarily of mainstream and basic
clothing, making up 84% of its assortment, mostly targeting a
specific audience of middle-aged women on a budget. Takko's store
portfolio is limited to a single type of store format. Its presence
in the fast growth online channel, which is determining increasing
competition, is limited.

Superior and Resilient Profitability: The July 2024 LTM EBITDAR
margin, at close to 25%, is above the average for retailers, which
evidences good capability to pass on inflation. Takko's emphasis on
basic clothing enables it to minimise fashion-related risks and
benefit from extended lead times and off-season ordering. This
approach contributes to reducing sourcing and shipping costs. With
sourcing mostly concentrated in Asia (36% in China), the company
could face higher costs in the event of higher import duties in
Europe, but this would affect most of industry.

Takko designs in-house, but by capitalising on longer sourcing
horizons, it secures lower purchase prices. This strategy is
crucial, in its view, for maintaining the discounter business
model. However, after end-FY25 (financial year to end-January
2025), Fitch projects the EBITDAR margin will reduce towards a more
sustainable level of 23%.

Moderate Leverage: The rating is constrained by a high debt burden
and limited deleveraging prospects. Takko plans to establish a new
capital structure consisting of EUR350 million senior secured
notes, EUR28 million revolving credit facility (RCF) and
maintaining the EUR175 million letter of credit facility, which
Fitch does not treat as debt.

This transaction will follow the successful August 2023
restructuring and Fitch expects it to result in moderate to high
opening leverage of 5.6x. Takko's capitalised leases contribute
most to its lease-adjusted debt, reflecting reliance on its store
network. Fitch treats the EUR125 million payment-in-kind loan,
which is outside the restricted group, as equity, in accordance
with its methodology.

Beneficially Long Payment Terms: Takko regularly uses letter of
credits with its mostly Asian suppliers. This enables deferred
trade payments and results in longer than peer average payable
maturity of around 110 days. This instrument allows suppliers to
collect invoices earlier by discounting them, and Fitch believes
the structure is sustainable, with limited risk of terms changing.
Fitch does not treat the use of letter of credits as debt, but
believe that if they fell away, Takko would rely on a corresponding
level of RCF use. If payment terms were shortened, debt or cash
would need to cover the difference, increasing net debt. This event
risk is not currently factored into the rating.

Intensively Competitive Industry: Fashion retailers face
significant competitive pressures, heightened by a growing online
market and by price-sensitive behaviour of budget consumers,
despite discounters benefiting from some trade-down trends. Fitch
expects consumer confidence to recover from its current low driven
by the increased cost of living, but the fashion discount segment
remains more resilient and less discretionary than other clothing
categories. However, the industry as a whole is experiencing
decreasing volumes, which Fitch expects to only recover modestly.

Manageable Environment and Social Risks: The clothing industry is
characterised by increasing scrutiny of labour practices and
environmental impact in its supply chain by consumers and pressure
groups as well as the object of government regulation. Fitch
currently views the company's proactive approach to these aspects
as adequate. Fitch has not assumed an acceleration of regulatory
initiatives over the rating horizon, but more stringent regulation
or careful purchasing patterns could affect the company's cost
structure and demand for its products.

Tight Coverage Ratios: Takko has weak fixed-charge coverage ratios,
due to a high share of leases and growing store network, with its
expectation that EBITDAR metrics stay around 1.5x, aligning with a
'B-' rating. This is offset by the company's actively managed
leased store network, which helps mitigate inflation indexation,
and a safe liquidity buffer. Contracts are mostly fixed, mature and
include frequent termination clauses. A decrease in fixed-charge
coverage ratios would indicate less efficient property management
or declining capital returns due to weak strategy execution,
potentially impacting ratings.

Credible Growth Plan: Fitch views the company's expansion plan for
new store openings as reasonable. Takko intends to implement
performance improvement measures, including revised pricing and
markdown mechanisms, as well as a value creation plan with
headquarter savings. Fitch sees limited execution risks, despite
the recent appointment of new top management. Based on its
assessment of the sector and of Takko's corporate strategy, which
involves limited expansion capex and quick pay back periods, Fitch
anticipates a moderate acceleration of annual like-for-like sales
growth in FY25-FY26 before normalising around 3.5%, ultimately
leading to FCF generation at 3% of revenues.

Derivation Summary

Fitch rates Takko using its Non-Food Retail Navigator.

Takko has smaller scale and narrower portfolio diversification than
its non-food retail rated peers such as Pepco Group N.V.
(BB/Stable), Ceconomy AG (BB/Stable) or EG Group Limited
(B/Stable), but it is more profitable than most of non-food peers
with EBITDAR margins above 20%, due to its particularly long-lead
purchase mechanism.

Despite portfolio being concentrated in basic wear against widely
diversified peers like El Corte inglés, S.A. (BBB-/Stable) or
Pepco, whose sales are supported by a wide variety of goods on
targeted at the same clientele, Fitch sees mainstream discount
clothing more resilient in nature.

Takko is reliant on Germany, similarly to Maxeda DIY Holding B.V.
(B-/Negative), Mobilux Group SCA (B+/Stable) or FNAC Darty SA
(BB+/Stable) on their home markets, while Ceconomy and Pepco
benefit from a wider geographical footprint. Also, Takko's brick
and mortar business model lacks meaningful online sales, similarly
to Pepco or EG Group.

Takko's EBITDAR leverage forecast at around 6x is higher than Pepco
and Mobilux's but below EG group, which is offset by its recurrence
in the convenience food segment and greater scale and
diversification.

Key Assumptions

- Like-for-like revenue growth of 2.5% on average in FY25-FY28

- EBITDA margin stabilizing at around from 10% for FY25-FY28

- Capex of EUR30-40 million for FY25-28, including 1.5% maintenance
capex

- Annual non-recurring outflows of EUR5 million

- Stable net working capital flow

- No dividend distributions

Recovery Analysis

The recovery analysis assumes that Takko will be considered as a
going concern (GC) rather than liquidated in bankruptcy.

Fitch assumed a 10% administrative claim, which are unavailable
during restructuring and hence deducted from the enterprise value
(EV).

The estimated GC EBITDA of EUR90 million reflects the level of
earnings required for the company to sustain operations as a GC in
unfavourable market conditions of shrinking volumes and with an
inability to pass on cost increases. Fitch assumed a 5x EV/EBITDA
multiple, reflecting Takko's healthy underlying operating and FCF
margins. This EV/EBITDA multiple is below Mobilux's 5.5x and
Douglas's 5.5x due to the latter's larger scale.

Post-refinancing, Takko's debt will consist of super senior EUR28
million RCF and EUR175 million letters of credit facility, to which
Fitch is applying 30% discount and Fitch treats as first priority
in its cash waterfall, together with the RCF and ahead of the
senior secured debt that will consist of EUR350 million.

Its waterfall analysis generates a ranked recovery for the senior
secured notes in the 'RR2' band, indicating a 'BB-(EXP)' rating.
The waterfall analysis output percentage on current metrics and
assumptions is 73% for the EUR350 million notes.

RATING SENSITIVITIES

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

- Evidence in sustained like-for-like revenue growth improving to
above EUR150 million EBITDA and geographical diversification, along
with enhanced operating margins

- EBITDAR leverage falling below 5.5x

- EBITDAR fixed-charge coverage above 1.7x on a sustained basis

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

- Deteriorating performance of the business, either due to
recessionary environment, competition or lack of cost control,
leading to declining like-for-like sales and weaker EBITDAR

- Reduced liquidity headroom (including availability of letters of
credit) due to trading underperformance, aggressive financial
policy, or more pronounced seasonality, requiring a regularly drawn
RCF

- Sustained EBITDAR leverage over 6.5x

- EBITDAR Fixed-charge coverage weakening below 1.2x on sustainable
basis

Liquidity and Debt Structure

Satisfactory Liquidity: Fitch expects Fitch-calculated available
liquidity of around EUR100 million at end-FY25 after restricting
EUR30 million of cash for intra-year working capital purposes plus
expected EUR28 million of an available, undrawn RCF. Fitch
forecasts that FCF generation will be positive, driven by strong
profitability, adequate working capital management and light capex
(its rating case incorporates capex of EUR30 million with
flexibility permitted by the ability to further reduce growth
capex). Refinancing will be addressed, with senior secured notes
now extended and maturing in 2030.

Liquidity is also boosted by a EUR175 million letter of credits
instrument. Takko uses this facility for deferred payment purposes.
It extends payment terms by about 10 days beyond the standard
period, resulting in an average payable period of around 110 days.
By using letters of credit, Takko enables earlier invoice
collection for suppliers. While Fitch does not classify then as
debt, their absence would likely lead Takko to rely on the RCF to
manage extended payment terms. If payment terms were shortened,
additional liquidity would be needed to bridge the gap.

Issuer Profile

Takko is a leading European discounter in fashion retail, where it
holds a top-three market position in its niche German market. It
operates more than 1,900 stores across 17 countries. The company
offers a limited range of apparel and accessories for the whole
family (70% of the assortment is for women and children), with a
focus on basic and mainstream clothing (84% is basic wear) at low
prices with overall low fashion risk. The primary target customers
are mid-40s mothers on a budget.

Takko is vertically integrated, with in-house design and sourcing
capabilities in Asia.

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   
   -----------                ------                   --------   
Takko Fashion GmbH

   senior secured       LT     BB-(EXP)Expected Rating   RR2

Takko Holding
Luxembourg 2 S.à.r.l.   LT IDR B        New Rating




===========
N O R W A Y
===========

TGS ASA: S&P Assigns 'BB-' LT Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to TGS ASA, and raised its issuer credit and issue ratings
on TGS Newco (formerly PGS ASA, which TGS ASA acquired earlier in
2024) and its senior secured notes to 'BB-'. In addition, S&P
revised its recovery rating on the senior secured notes to '3' from
'2'.

S&P said, "We also removed the ratings on TGS Newco from
CreditWatch, where they were placed with positive implications
Sept. 22, 2023.

"The stable outlook reflects our expectation that the company will
reduce its net debt toward $350 million in the coming 12-18 months,
in line with its stated financial policies and based on positive
free cash flow.

"Our ratings on TGS reflect the company's conservative financial
policies and relatively strong credit measures after the
transformative acquisition of PGS.   The acquisition of PGS earlier
this year has pushed TGS' credit metrics upward after several years
of a conservative balance sheet and leverage (with almost no gross
debt) as the company integrates PGS' legacy financial instruments.
However, we expect these to improve and assume the company will
maintain its net debt at $250 million-$350 million. TGS' current
metrics are more comparable with those of 'B+' peers such as
Seadrill, Valaris, or Odfjell; and weaker than those of 'BB-' peers
such as Noble Corp. The 'BB-' rating on TGS reflects our view that
management will focus strongly on reducing debt in the next 12-18
months and maintain its conservative balance sheet afterward. We
assume the company will generate more than $250 million free
operating cash flow (FOCF) annually, allowing for net debt
reduction even after dividend distributions."

The rating remains constrained by TGS' concentration in the
volatile and capital-intensive O&G sector.   For the foreseeable
future, the company's performance will likely depend greatly upon
O&G industry conditions (the renewables division accounts for less
than 10% and it is difficult to predict when a sustainable increase
might occur). Despite offering diversified services, the company is
ultimately exposed to what we view as a volatile industry and is
not immune to severe downturns, as seen in 2014-2015 and during the
COVID-19 pandemic. The nature of its business also requires steady,
sizable investment to develop technology and maintain its assets,
which includes a fleet of seven highly specialized vessels. Still,
TGS could mitigate the negative effect from industry weakening
through capital expenditure (capex) and cost adjustments (albeit
with a lag), for instance by stacking vessels or reduce sharply
multiclient investments. This flexibility should help the company
mitigate the sector's inherent volatility and support at least
neutral discretionary cash flow during the industry trough. Also,
favorably, the quasi-duopoly in the market (Shearwater is TGS' most
direct competitor) reduces the risk related to overcapacity, and a
large portion of its projects and profits are not linked to
exploration, which is even more cyclical than production
contracts.

S&P said, "We expect slight EBITDA improvement in the next couple
years amid relatively stable industry conditions.  In our
forecasts, we assume EBITDA of up to $1 billion annually, possibly
higher as the company achieves synergies from its acquisition of
PGS. In first-half 2024, pro forma the acquisition, TGS posted
about $450 million EBITDA, in line with our base-case scenario. The
company expects to benefit from $110 million-$130 million in
synergies annually (excluding integration costs). We expect a
smooth integration and synergies of above $100 million, in line
with the company's plan and based on its track record of inorganic
growth (including with Magseis, Ion, and Prediktor). We expect
industry conditions to be broadly stable into 2025-2026, resulting
in flat demand globally, and will likely not influence growth.

"The stable outlook reflects our expectation that the company will
reduce its net debt position toward $350 million in the coming 12
months, in line with its stated financial policy. This should
ensure that funds from operations (FFO) to debt stays consistently
above 45%. In our base-case scenario, we expect adjusted FFO to
debt of 45%-50% on average in 2024-2025, and FOCF of more than $250
million annually from 2025."

S&P could lower the rating if:

-- FFO to debt fell below 45% on a prolonged basis. This could
stem from lower-than-expected profitability, adverse market
conditions affecting demand for its services, or an inability to
implement cost synergies post-merger.
-- The company cannot reduce net debt or deviates unexpectedly
from its financial policies, including via large, debt-funded
acquisitions or distributions to shareholders.

S&P sees the potential for a positive rating action as remote in
the next 12-18 months. Beyond then, one would require more
meaningful diversification of business away from O&G, such as
through carbon capture and storage technology and renewables. It
would also require maintenance of very conservative credit metrics,
such as adjusted FFO to debt well above 60%.




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

ZORLU ENERJI: Fitch Assigns 'B+' Final LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has assigned Zorlu Enerji Elektrik Uretim A.S.
(Zorlu) a final Long-Term Issuer Default Rating (IDR) of 'B+' with
a Stable Outlook. Fitch has also assigned Zorlu's USD800 million
11% notes due 2030 a final senior secured rating of 'B+' with a
Recovery Rating of 'RR4'. The notes' final rating reflects their
final terms.

The rating is constrained by Zorlu's limited scale of operations,
with concentration on a single market (Turkiye, BB-/Stable),
increasing exposure to merchant price as feed-in tariffs (FiTs)
gradually expire, exposure to foreign-exchange (FX) risk, low funds
from operations (FFO) interest coverage and high leverage.

Zorlu's ratings are supported by the high contribution of regulated
and quasi-regulated businesses to EBITDA (more than 80% based on
its estimates), satisfactory regulatory frameworks for electricity
distribution and contracted renewables, good generation asset
quality and expected positive free cash flow (FCF) generation.

Key Rating Drivers

Final Terms of Notes: The issue rating is aligned with Zorlu's IDR
as the notes constitute direct, general, unconditional and secured
obligations of Zorlu. The proceeds are being used mainly to
refinance most of its existing debt. The notes have an amortising
schedule with a final maturity on 23 April 2030.

Bond Documentation Protection: Bondholders benefit from a
comprehensive set of covenants. These include a cumulative cap on
dividend payments (restricted to 50% of consolidated net profit)
and additional debt incurrence cap with specific net debt/EBITDA
ratios (3.75x in year 1, 3.5x in year 2, 3.25x in year 3, and 3.0x
thereafter) and a non-guarantor restricted group subsidiary
indebtedness cap of the greater of 45% of consolidated EBITDA and
USD150 million. The prospectus also includes ring-fence covenants
and certain restrictions on transactions with other affiliates.

Modestly Sized Integrated Utility: Zorlu is a vertically integrated
utility in Turkiye. Through its subsidiary, Zorlu Yenilenebilir
Enerji Anonim Sirketi (Zorlu RES; B-/RWP), the group operates
several power plants predominantly focused on geothermal power
plants (GPP), with a total installed capacity of 559MW and 51MW
under construction.

The group also holds the exclusive electricity distribution and
supply rights for the Osmangazi region, with more than two million
connections and a regulated asset base (RAB) of TRY9.1 billion at
end-2023. It is involved in other ventures, including electric
vehicle charging stations, but these segments have a minimal
contribution to cash flow.

Distribution Regulation: Fitch views Turkish electricity
distribution regulation as fairly stable compared with other
emerging markets frameworks, but also as more exposed to political
risk than western European frameworks. The distribution business
operates under a RAB methodology, with five-year regulatory
periods.

Current Regulatory Period: The current regulatory period, which
lasts until end-2025, features a healthy real rate of return
(12.3%). The framework includes a 10-year reimbursement period for
investments, efficiency incentives and full pass-through costs of
efficiently incurred costs. However, the tariff-setting mechanism
is not fully transparent, especially in a high inflation
environment, and could lead to some lag in recovering inflation and
high working capital volatility.

Supportive Power Generation: Zorlu RES generates the majority of
its revenue and net generation volumes (72%) from its GPP plants.
At end-2023, 74% of Zorlu RES's EBITDA benefited from a renewable
energy support mechanism (YEKDEM), a law that provides US
dollar-denominated FiTs for 10 years. Fitch expects this share to
gradually drop to 54% by end-2027, leading to increasing exposure
to merchant prices.

Revenue Visibility: Fitch anticipates Zorlu will derive
approximately 84% of its 2024 EBITDA from regulated (47%) and
contracted (37%) activities, ensuring satisfactory earnings
predictability. Fitch expects this portion to slightly drop to
almost 75% by end-2027, as the YEKDEM framework expires for some
generation plants. An increase in the share of merchant exposure to
above 25% of consolidated EBITDA would increase the business risk
profile, possibly leading to a revision of the group's debt
capacity.

Operating Environment, FX Risks: The rating considers the risks
related to Turkiye's operating environment, especially high
inflation and exposure to political interference. Moreover,
following the bond issue, Zorlu's debt will be almost fully US
dollar-denominated, while a significant portion of EBITDA is
generated in Turkish lira. Fitch views FX risk as partly mitigated
as 34% of 2023 EBITDA is directly US dollar-linked through YEKDEM,
whereas profits in the regulated business are largely CPI-linked.
However, Fitch sees some mismatch between Turkish CPI inflation and
the lira/US dollar trend.

Significant Divestments: Zorlu completed the sale of its stake in
Zorlu Enerji Dagitim AS in 1H24 and plans to divest its entire
international generation portfolio in Pakistan, Israel, and
Palestine. These divestments are in line with the group's strategy
to focus on its core market in Turkiye. Fitch expects total
proceeds from these sales of around USD330 million in 2024-2026.
They will be allocated towards debt repayment and capex, supporting
deleveraging.

Improving Leverage Trend: Fitch forecasts FFO net leverage of 4.2x
in 2024, averaging 3.8x in 2024-2027, within the 'B+' rating
sensitivities, assuming earnings growth mainly derived from
inflation, limited capex needs and no dividends. Fitch believes
that management's financial policy is to reduce and maintain net
debt/EBITDA at below 3.0x.

Modest Capex Drives Positive FCF: Fitch forecasts capex will
represent almost 28% of Zorlu's EBITDA in 2024-2027, which is low
compared with other integrated utilities'. Zorlu's capex plan
includes one GPP project (Alkan), and three hybrid (solar + GPP)
power plants. Fitch understands from management that several power
generation projects are on hold and will only be started after
meeting certain operational and financial criteria. These projects
are not included in its rating case and could lead to slower
deleveraging if not conservatively funded.

Standalone Profile Drives Rating: Fitch's assessment of the links
between Zorlu and its parent, Zorlu Holding A.s under its Parent
Subsidiary Linkage Criteria leads to a standalone rating
construction. The notes includes leverage and ring-fencing
covenants that will support its view of insulated legal
ring-fencing around Zorlu. Fitch also views access and control
factors as 'porous', due to public listing (free float 37.4%) and
its independent external funding.

Derivation Summary

ENERGO-PRO a.s. (BB-/Stable), a utility company headquartered in
the Czech Republic with operating companies in Bulgaria, Georgia,
Turkiye and Spain, has higher debt capacity than Zorlu and a
stronger business risk profile. This is mainly driven by better
geographical diversification (operations in three countries),
slightly larger scale, and a higher share of regulated and quasi
regulated businesses. This explains the rating differential.

Public Power Corporation S.A. (PPC; BB-/Stable) is the incumbent
integrated utility in Greece and one of the largest in Romania.
Fitch assesses its Standalone Credit Profile at 'bb-'. The
one-notch rating difference with Zorlu's mainly reflects its much
larger scale and generation capacity as incumbent in Greece. This
is partially offset by Zorlu's higher percentage of EBITDA from
regulated and quasi-regulated businesses.

TAURON Polska Energia S.A. (BBB-/Stable) is the second-largest
electric utility in Poland by EBITDA and its rating reflects
operations in a robust regulatory framework, a high share of
earnings generated from regulated and quasi-regulated businesses,
and large scale. However, Zorlu has better asset quality,
especially on power generation (almost fully renewables) compared
with TAURON's high exposure to hard coal.

Key Assumptions

- CPI inflation (end-year) of 43% in 2024, 23% in 2025 and 18% in
2026-2027

- Exchange rate (average) of TRY33.4/USD in 2024, increasing to
TRY45/USD in 2027

- Wholesale price of electricity of USD74/MWh in 2024, increasing
to USD79/MWh by 2027

- Electricity generation volumes 3% to 5% below management
forecasts over 2024-2027

- Allowed WACC of 12.3% for electricity distribution in 2024-2027

- Change in working capital assumed at -1% of revenue over
2024-2027

- Average annual capex of TRY3.7 billion over 2024-2027

- No dividend distribution over 2024-2027, in line with management
forecast

Recovery Analysis

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

- A 10% administrative claim

- The GC EBITDA estimate at around USD147 million reflects Fitch's
view of a sustainable, post-reorganisation EBITDA level on which
Fitch bases the valuation of Zorlu

- Zorlu's GC EBITDA takes into account that bondholders do not have
full access to the restricted group EBITDA, especially considering
that the distribution company Osmangazi Elektrik Dağıtım AŞ
(OEDAS) is not a guarantor. While OEDAS contributes almost 39% of
group EBITDA, bondholders only have an assignment under the loan
provided by the issuer to this operating company (in the range of
USD70 million)

- An enterprise value (EV) multiple of 5x is applied to the GC
EBITDA to calculate a post-reorganisation EV considering the
company's business profile in Turkiye

- These assumptions result in a recovery rate for the senior
secured instrument in the 'RR3' range. However, this is capped at
'RR4', resulting in a rating of 'B+', due to the application of the
Country-Specific Treatment of Recovery Ratings Criteria, where
Turkiye is in Group D. The principal and interest waterfall
analysis output percentage on current metrics and assumptions is
also capped at 50%.

RATING SENSITIVITIES

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

- Increased scale of operation and strong record of supportive
regulation

- Improved FFO net leverage below 3.7x and EBITDA net leverage
below 3.0x on a sustained basis

- FFO interest coverage above 3.0x on a sustained basis

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

- A reduction in profitability and cash generation leading to an
increase in FFO net leverage above 4.7x and EBITDA net leverage
above 4.0x on a sustained basis

- FFO interest coverage below 2.3x on a sustained basis

- Deterioration of the business mix with regulated and contracted
activities representing less than 75% of EBITDA on a structural
basis could lead to a tightening of rating sensitivities

- Lower-than-expected proceeds from asset sales

Liquidity and Debt Structure

Manageable Liquidity Post-Bond Issue: At end-2023, Zorlu had TRY1.9
billion (USD65 million) of readily available cash and TRY16.8
billion (USD569 million) of debt maturities in 2024. It aims to
simplify its capital structure through the USD800 million new bond
issue. Zorlu expects to refinance USD790 million of operating
company debt with bond proceeds and to become the group's principal
borrowing entity.

Fitch forecasts positive FCF after acquisitions and divestiture of
TRY6.6 billion (USD194 million) in 2024 and TRY1.8 billion (USD44
million) in 2025. This compares with TRY6.5 billion (USD163
million) of holding company debt maturing in 2025.Fitch also sees
some pressure on the FFO interest coverage, with an average of 2.1x
over 2024-2027 in its rating case.

Issuer Profile

Zorlu is a vertically-integrated utility company with electricity
production, distribution, and electrical retail segment, operating
mainly in Turkiye.

ESG Considerations

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

Date of Relevant Committee

08 October 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

   Entity/Debt               Rating          Recovery   Prior
   -----------               ------          --------   -----
Zorlu Enerji
Elektrik Uretim A.S.   LT IDR B+  New Rating            B+(EXP)

   senior secured      LT     B+  New Rating   RR4      B+(EXP)




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

AVON FINANCE 3: S&P Lowers Class E-Dfrd Notes Rating to 'BB+(sf)'
-----------------------------------------------------------------
S&P Global Ratings lowered its ratings on Avon Finance No. 3 PLC's
class B notes to 'AA (sf)' from 'AA+ (sf)', class C-Dfrd notes to
'A+ (sf)' from 'AA- (sf)', class D-Dfrd notes to 'A- (sf)' from 'A
(sf)', class E-Dfrd notes to 'BB+ (sf)' from 'BBB (sf)', class
F-Dfrd notes to 'B- (sf)' from 'BB- (sf)', and class X-Dfrd notes
to 'CCC (sf)' from 'B- (sf)'. At the same time, S&P affirmed its
'AAA (sf)' rating on the class A notes.

Due to an error, the benefit S&P gave to standard variable rate
(SVR) margins at closing was incorrect. The error and its
rectification do not affect our ratings on the notes in this
transaction.

The rating actions reflect the transaction's significant
deterioration in performance since closing. Total arrears have
increased as of July 2024 to 21.3% from 13.3%. Arrears greater than
or equal to 90 days have risen to 13.1% from 6.6%. Even though both
metrics are below S&P's U.K. nonconforming RMBS index for pre-2014
originations, the index shows a less sharp deterioration: total
arrears currently stand at 27.0% and severe arrears stand at 19.9%
vs 20.9% and 13.6% respectively in Sept. 2023.

While credit enhancement for the asset-backed notes has increased,
reflecting prepayments and the transaction's sequential
amortization, the increase has not been significant enough to
offset the elevated arrears.

S&P said, "Since closing, our weighted-average foreclosure
frequency (WAFF) assumptions have increased at all rating levels,
reflecting the higher arrears. The elevated arrears also reduce the
seasoning benefit that the pool receives, which further increases
the WAFF.

"We reduced our originator adjustment compared with closing. At
closing, we anticipated a future deterioration in arrears for the
securitized assets. Considering the increased arrears, as we
previously projected, we have reduced our originator adjustment
accordingly. Our current originator adjustment reflects our
expectations of future collateral performance as well as the
arrears that we previously projected materializing."

The required credit coverage has increased at all rating levels.

  Table 1

  Portfolio WAFF and WALS

                                               Base foreclosure
                                               frequency
                                               component for
                                               an archetypical
  Rating                           Credit      U.K. mortgage
  level      WAFF (%)   WALS (%) coverage (%)  loan pool (%)

  AAA        42.84      21.13      9.05         12.00

  AA         36.47      13.81      5.04          8.00

  A          32.97       5.41      1.78          6.00

  BBB        29.16       2.44      0.71          4.00

  BB         24.88       2.00      0.50          2.00

  B          23.79       2.00      0.48          1.50

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.

S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class A notes continues to be
commensurate with the assigned rating. We therefore affirmed our
rating."

The downgrades of the class B-Dfrd to E-Dfrd notes reflect the
deterioration in these notes' cash flow results due to the
increased arrears. Their respective level of credit enhancement is
no longer commensurate with their current ratings.

For the same reason, the class F-Dfrd and X-Dfrd notes face
shortfalls under S&P's standard cash flow analysis at the 'B'
rating level.

S&P said, "Therefore, we applied our 'CCC' criteria to assess if
either a rating of 'B-' or a rating in the 'CCC' category would be
appropriate. Our 'CCC' rating criteria specify the need to assess
whether there is any reliance on favorable business, financial, and
economic conditions to meet the payment of interest and principal.

"In our steady state scenario, we decreased our prepayment
assumptions in our 'high' interest rate scenario based on the
observed prepayment level, stressed actual fees in our cash flow
analysis, and did not apply spread compression, commingling or SVR
haircuts at the 'BB' and 'B' rating levels.

"In the steady state scenario, where the current stress level shows
little to no increase and collateral performance remains steady,
the class F-Dfrd notes pass our 'B' cash flow stresses.

"Therefore, in our view, payment of interest and principal on the
class F-Dfrd notes does not depend on favorable business,
financial, and economic conditions. We therefore lowered to 'B-
(sf)' from 'BB- (sf)' our rating on the class F-Dfrd notes.

"The class X-Dfrd notes do not pass our 'B' cash flow stresses in
the steady state scenario. Therefore, in our view, payment of
interest and principal on the class X-Dfrd notes does depend on
favorable business, financial, and economic conditions. We
therefore lowered our rating to 'CCC (sf)' from 'B- (sf)'."

Macroeconomic forecasts and forward-looking analysis

S&P said, "We expect U.K. inflation to remain above the Bank of
England's 2% target in 2024 and forecast the year-on-year change in
house prices in fourth-quarter 2024 to be 1.4%.

"We consider the borrowers in this transaction to be nonconforming
and as such generally less resilient to inflationary pressure than
prime borrowers. At the same time, all the borrowers are currently
paying a floating rate of interest and so have been affected by
rate rises.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities relating to higher levels of defaults due
to increased arrears. We have also performed additional
sensitivities with extended recovery timings due to the delays we
have observed in repossession owing to court backlogs in the U.K.
and the repossession grace period announced by the U.K. government
under the Mortgage Charter.

"We ran eight scenarios with increased defaults and higher loss
severities. The results of the sensitivity analysis indicate a
deterioration that is in line with the credit stability
considerations in our rating definitions."

Avon Finance No. 3 is backed by a pool of U.K. legacy
non-conforming owner-occupied and buy-to-let mortgages originated
by GMAC-RFC Ltd. and Platform Funding Ltd.


CERTWOOD LIMITED: SFP Restructuring Named as Joint Administrators
-----------------------------------------------------------------
Certwood Limited was placed in administration proceedings in the
High Court of Justice Business and Property Courts of England and
Wales, Court Number: CR-2024-006316, and David Kemp and Richard
Hunt of SFP Restructuring Limited were appointed as administrators
on Oct. 23, 2024.  

Certwood Limited is a manufacturer of plastic products.

Its registered office is at SFP, 9 Ensign House, Admirals Way,
Marsh Wall, London, E14 9XQ.  Its principal trading address is at
Unit C, Laporte Way, Luton LU4 8EF.

The joint administrators can be reached at:

             David Kemp
             Richard Hunt
             SFP Restructuring Limited
             9 Ensign House, Admirals Way
             Marsh Wall, London, E14 9XQ

For further information, contact:

             David Kemp
             Tel No: 0207 538 2222


CLARA.NET HOLDINGS: EUR290MM Bank Debt Trades at 35% Discount
-------------------------------------------------------------
Participations in a syndicated loan under which Clara.Net Holdings
Ltd is a borrower were trading in the secondary market around 64.8
cents-on-the-dollar during the week ended Friday, Oct. 25, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR290 million Term loan facility is scheduled to mature on
July 10, 2028. The amount is fully drawn and outstanding.

Claranet is a medium-sized provider of managed IT services
primarily focusing on cloud-related services for small and
medium-sized companies and the sub-enterprise customer segment. It
also offers cybersecurity, connectivity and workplace solutions.
The Company's country of domicile is the United Kingdom.

CLARA.NET HOLDINGS: GBP80MM Bank Debt Trades at 36% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Clara.Net Holdings
Ltd is a borrower were trading in the secondary market around 64.4
cents-on-the-dollar during the week ended Friday, Oct. 25, 2024,
according to Bloomberg's Evaluated Pricing service data.

The GBP80 million Term loan facility is scheduled to mature on July
10, 2028. The amount is fully drawn and outstanding.

Claranet is a medium-sized provider of managed IT services
primarily focusing on cloud-related services for small and
medium-sized companies and the sub-enterprise customer segment. It
also offers cybersecurity, connectivity and workplace solutions.
The Company's country of domicile is the United Kingdom.

CLASSIC MINERAL: AAB Group Named as Administrator
-------------------------------------------------
Classic Mineral Water Company Limited was placed into
administration proceedings in the High Court Of Justice in Northern
Ireland Chancery Division (Company Insolvency), Court Number: 28982
of 2024, and Seamas Keating of AAB Group Accountants Ltd was
appointed as administrators on Oct. 24, 2024.  

Classic Mineral is a manufacturer of soft drinks; production of
mineral.

Its registered office is at 12 Church Place, Lurgan, Craigavon, Co.
Armagh, BT66 6EY.

The joint administrators can be reached at:

            Seamas Keating
            AAB Group Accountants Ltd
            1- 3 Arthur Street, Belfast Co
            Antrim BT1 4GA


DEXASTRONG LIMITED: Conselia Limited Named as Administrators
------------------------------------------------------------
Dexastrong Limited was placed in administration proceedings in the
the High Court of Justice The Business and Property Courts in
Leeds, Court Number: 001015 of 2024, and Richard Marchinton of
Conselia Limited was appointed as administrators on Oct. 15, 2024.


Dexastrong Limited, fka ENSCO 1439 LIMITED, is an orthopaedic
clinic.

Its registered office is at 42a Park Square North, Leeds, West
Yorkshire, LS1 2NP.  Its principal trading address is at  Ground
Floor, The Headline, Wellington Street, Leeds, West Yorkshire, LS1
4ET.

The administrator can be reached at:

            Richard Marchinton
            Conselia Limited
            Dalton House
            1 Hawksworth Street
            Ilkley, LS29 9DU

For further information, contact:

             Richard Marchinton
             Conselia Limited
             Email: richard.marchinton@ConseliaUK.com
             Tel No: 0113 318 1533


HEALTHCARE SUPPORT: S&P Lowers Issue Rating to BB-, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings lowered its issue rating and S&P Underlying
Rating (SPUR) on Healthcare Support (Newcastle) Finance PLC's (HSN)
senior secured debt to 'BB-' from 'BB'.

The stable outlook reflects S&P's view that HSN will be able to
deliver the rectification works in accordance with the Trust's
requirements and that the pending settlement agreements will be
signed in the near term.

U.K.-based limited-purpose vehicle HSN issued the debt and on-lent
the funds to Healthcare Support (Newcastle) Ltd. to finance the
design and construction of two new facilities at the Freeman
Hospital and Royal Victoria Infirmary. These facilities
rationalized the Newcastle-Upon-Tyne Hospitals National Health
Service (NHS) Foundation Trust's sites in Newcastle and provide
better resources to patients from Newcastle and across the North of
England.

The project operates under a 38-year project agreement with the
Trust through to September 2043. The project is responsible for the
provision of hard FM and some nonclinical services to the new
facilities. Laing O'Rourke Construction Ltd. completed construction
in August 2012.

HSN subcontracts the hard FM and certain nonclinical services to
Mitie. The project retains life cycle risk, which the requirement
to fund a three-year forward-looking major maintenance reserve
account (MRA) mitigates. The Trust handles soft FM and clinical
services.

Key strengths

-- Availability-based revenue stream, which supports cash flow
stability.

Key risks

-- Because of the delay in signing the two settlement agreements,
HSN still has outstanding warning notices that could ultimately
result in the termination of the project agreement, although S&P
considers that the Trust would only do this as a last resort.

-- There are still events of default outstanding under the
financing documents that most of the creditors have neither called
nor waived.

-- Because of the delays in the completion of the fire-protection
works, the Trust has been citing a high number of monthly service
failure points (SFPs) and declaring, but not applying, monetary
deductions that surpass the monthly unitary charges. Two
adjudication processes have rejected the Trust's ability to both
declare and apply those deductions.

S&P said, "We expect a deterioration in HSN's DSCRs over the next
two years as a result of higher life cycle costs.   Under our
base-case scenario, we now expect the project to report an S&P
Global Ratings-calculated annual DSCR of 1.00x by September 2026, a
decline from the minimum of 1.07x at the time of our last review.
The reduction is the consequence of higher life cycle costs over
the near term that relate to the deferred rectification of latent
defects in the ventilation, fire-protection, and electrical
systems.

"We expect that the Trust will use all its contractual rights to
put pressure on HSN to deliver the works and therefore improve the
project's nonmedical service performance.  New management took
office in January 2022. It has built a constructive relationship
with the Trust and has taken a more proactive approach to
identifying defects, but there are still some delays in reporting
them to the Trust. In our view, this indicates that the service
provision still has room for improvement. We expect that the Trust
will use SFPs, deductions, and additional means to put pressure on
HSN and Mitie to deliver the pending works and therefore improve
the service quality. Although the Trust has brought in P2G as an
advisor on this project to help deliver the conditions survey, P2G
has limited involvement with the project."

HSN, Mitie, and the Trust have been negotiating a second settlement
agreement (SA02) since the end of 2019 but have not signed it yet.
Although the parties say that they have reached an agreement on
the terms to resolve the ongoing disputes on the interpretation of
the project agreement and the treatment of historic SFPs and
deductions, the controlling creditors are requesting additional
documentation before they approve the terms of SA02. According to
HSN, this is delaying the signature process. We have incorporated
our view that the parties will sign SA02 before the end of the year
into our base-case scenario.

There are still two events of default outstanding.   During 2017
and 2018, the level of SFPs that the Trust applied to the hard FM
service provider--at that time, Interserve Facilities
Management--exceeded the contractual threshold and therefore
breached the threshold for an event of default under the financing
documents. At the time, HSN developed and implemented a remediation
plan that contributed to a gradual improvement in performance.
However, this event of default is still outstanding and included in
SA02.

S&P said, "Although the controlling creditors have not waived or
remedied the events of default described above, we understand that
the lenders are aware of them and have not taken steps to
accelerate the repayment of the debt. Considering that the terms of
SA02 have been agreed, we do not expect the lenders to take such
action."

The parties are also due to sign a third settlement agreement
(SA03) covering the ventilation system issues.   This settlement
has also been agreed but is awaiting signature. The main aim of
SA03 is to address an event of default under the financing
documents due to a high level of SFPs relating to problems in the
ventilation system. These works are now due to be finished by the
end of 2025. Additional works to rectify the problems in the
ventilation system are still ongoing.

S&P said, "Our outlook on both the issue rating and SPUR is stable.
In our view, HSN's metrics will remain under pressure over the next
two years, with the minimum DSCR reaching 1.00x. HSN also needs to
make progress with the delivery of the ongoing rectification works.
At the same time, if settlement agreements SA02 and SA03 are
signed, as we expect, the risk of a further deterioration in HSN's
metrics should be contained.

"Our stable outlook also reflects our expectation that the
creditors will not seek to accelerate the repayment of the debt due
to the outstanding events of default, as these will be resolved
with the signature of the settlement agreements."

S&P could further lower its issue rating and SPUR if:

-- The project fails to make progress on the rectification works,
potentially making itself less resilient to withstand additional
adverse scenarios.

-- Additionally, depending on the severity and recurrence of the
service failures, HSN could breach the SFP thresholds, entitling
the Trust to issue further warning notices that could ultimately
result in the termination of the project agreement.

S&P said, "At this stage, we see limited upside for the issue
rating and SPUR due to the low DSCRs that the project should report
while concluding the rectification works. We believe that key
milestones for higher ratings are the signature of the settlement
agreements, the conclusion of the rectification works, and an
improvement in nonclinical services."


MORTIMER 2024-MIX: S&P Assigns Prelim. 'B+' Rating on X-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Mortimer 2024-Mix PLC's class A notes and class B-Dfrd to X-Dfrd
interest deferrable notes. At closing, the issuer will also issue
unrated certificates.

Mortimer 2024-Mix is a static RMBS transaction that securitizes a
GBP285.5 million portfolio of first-lien buy-to-let (BTL) and
owner-occupied residential mortgage loans located in the U.K.

The loans in the pool were originated by LendInvest BTL Ltd. and
LendInvest Loans Ltd. Both are wholly-owned subsidiaries of
LendInvest PLC, a nonbank specialist lender in the U.K. The pool
comprises 67.0% BTL loans and 33.0% owner-occupied properties.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer will grant security over all of its assets in favor of
the security trustee.

A liquidity reserve fund will provide support to the class A notes
which will be funded from the principal waterfall after closing.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on the compounded daily
Sterling Overnight Index Average (SONIA), and the loans, which
primarily pay fixed-rate interest before reversion.

Further advances or product switches are not allowed. The
transaction structure is a static pool with no revolving or
prefunding features.

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

  Ratings

  Class     Prelim. Rating      Class size (% of collateral)

  A             AAA (sf)           86.50

  B-Dfrd        AA- (sf)            6.50

  C-Dfrd        A- (sf)             3.50

  D-Dfrd        BBB (sf)            1.50

  E-Dfrd        BB- (sf)            2.00

  X-Dfrd        B+ (sf)             1.25

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


STRATTON MORTGAGE 2022-1: Fitch Alters Outlook on B- Rating to Neg
------------------------------------------------------------------
Fitch Ratings has revised Stratton Hawksmoor 2022-1 PLC's class E,
F and G notes Outlook to Negative from Stable, while affirming
their ratings.

   Entity/Debt                 Rating           Prior
   -----------                 ------           -----
Stratton Hawksmoor
2022-1 PLC

   Class A1 XS2503014057   LT AAAsf  Affirmed   AAAsf
   Class A2 XS2503014131   LT AAAsf  Affirmed   AAAsf
   Class B XS2503014214    LT AA+sf  Affirmed   AA+sf
   Class C XS2503014305    LT A+sf   Affirmed   A+sf
   Class D XS2503014487    LT BBB+sf Affirmed   BBB+sf
   Class E XS2503014644    LT BBB+sf Affirmed   BBB+sf
   Class F XS2503014727    LT BBsf   Affirmed   BBsf
   Class G XS2503014990    LT B-sf   Affirmed   B-sf
   Class X1 XS2503015021   LT B-sf   Affirmed   B-sf

Transaction Summary

This transaction is a refinancing of four transactions that
contained a mix of first-lien residential non-conforming and
buy-to-let (BTL) assets originated prior to the global financial
crisis. The four transactions were: Hawksmoor Mortgage Funding
2019-1, Stratton Mortgage Funding 2019-1, Clavis Securities plc
Series 2006-1 and Clavis Securities plc Series 2007-1. The four
sub-pools are serviced by Kensington Mortgage Company (Hawksmoor
Mortgage Funding 2019-1), BCM Global/Link (Stratton 2019-1) and CLS
(Clavis 2006-1 and Clavis 2007-1).

KEY RATING DRIVERS

Worsening Asset Performance: The portfolio consists of
non-conforming owner-occupied and BTL assets that were originated
pre-crisis. Fitch sees risk of performance deterioration in
non-conforming pools as a result of high interest rates. Both
early-stage and late-stage arrears have risen since the last review
to 28.7% from 24.2% and 21.5% from 15.6%, respectively. However,
the total number of loans in arrears decreased since the February
2024 interest payment date, suggesting some stabilisation in
arrears build-up. Roll risk to late-stage arrears remains a key
rating driver.

High Loss Severity: The number of repossessions, while currently at
a low proportion of the total pool, has continued to grow since
closing. Fitch estimates the loss given default at 15.8%. This loss
severity implies a recovery rate (RR) below Fitch's expected-case
RR assumption for the transaction. Given the observed performance,
Fitch stress-tested the RR assumptions in its analysis, which led
to the class C and D ratings being constrained below their
model-implied ratings and the revision of the Outlooks on the class
E, F and G notes to Negative.

Liquidity Access Constrains Ratings: The transaction features a
dedicated liquidity reserve to mitigate payment interruption risk.
However, the liquidity reserve only covers interest shortfalls on
the class A1, A2 and B notes. As a result, the ratings of the class
C notes have been capped at 'A+sf'.

Multiple Servicer Platforms: The transaction's collateral portfolio
is serviced by three different servicers, each in charge of a
different portfolio. Fitch believes that this feature, together
with the availability of a liquidity reserve and a reserve fund,
mitigates the risk of a payment interruption arising from a
servicer default. In the event of a servicer default, Fitch
believes that the continued operations of the others would prevent
non-payment of non-deferrable interest. Additionally, a back-up
servicer facilitator is in place, reducing the expected time it
would take to appoint a new servicer.

Increasing Credit Enhancement: Credit enhancement (CE) has
increased since the last review, supporting the rating affirmation.
Fitch has included the liquidity reserve fund and general reserve
fund in its CE calculation for the class A1 notes because they are
immediately available to provide credit support by covering class
A1 principal deficiency ledger amounts. CE for the class A1 notes
has increased to 23.7% from 26.5%.

RATING SENSITIVITIES

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

The transactions performance may be affected by changes in market
conditions and the economic environment. Weakening asset
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 also
result from lower net proceeds, which may make certain note ratings
susceptible to negative rating actions depending on the extent of
the decline in recoveries. Fitch found that a 15% increase in
weighted average (WA) foreclosure frequency (FF) and a 15% decrease
in WA recovery rate (RR) would lead to downgrades of no more than
one notch for the class A1 and A2 notes, two notches for the class
B notes, three notches for the class C and D notes and five notches
for the class E and F notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades. Fitch found that a 15% decrease in the WAFF and a 15%
increase in the WARR would lead to upgrades of no more than one
notch for the class B notes, three notches for the class C notes,
four notches for the class E notes, five notches for the class D
notes and six notches for the class F notes.

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

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

DATA ADEQUACY

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

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

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

Stratton Hawksmoor 2022-1 PLC has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
the owner-occupied (OO) sub-pool comprising a significant
proportion (over 20%) of pre-2014 collateral with limited
affordability checks and self-certified income. This has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

Stratton Hawksmoor 2022-1 PLC has an ESG Relevance Score of '4' for
Human Rights, Community Relations, Access & Affordability due to
the OO sub-pool containing a concentration (over 20%) of
interest-only loans. This has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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


VITRINE SYSTEMS: Quantuma Advisory Named as Joint Administrators
----------------------------------------------------------------
Vitrine Systems Limited was placed in administration proceedings in
the High Court of Justice Business and Property Courts in England &
Wales Court Number:, Court Number:  CR-2024-005896, and Nicholas
Simmonds and Chris Newell of Quantuma Advisory Limited were
appointed as administrators on Oct. 21, 2024.  

Vitrine Systems specialized in glazing.

Its registered office is at Knoll House, Knoll Road, Camberley,
GU15 3SY and it is in the process of being changed to 1st Floor, 21
Station Road, Watford, Herts, WD17 1AP. The principal trading
address is at  Sentinel House, Ancells Business Park, Harvest
Cresent, Fleet, Hampshire, GU51 2UZ.

The joint administrators can be reached at:

            Nicholas Simmonds
            Chris Newell
            Quantuma Advisory Limited
            1st Floor, 21 Station Road
            Watford, Herts, WD17 1AP

For further information, contact:

            Laura Bodgi
            Email: Laura.Bodgi@quantuma.com
            Tel No: 01923 954140


WINCHESTER 1 PLC: S&P Assigns Prelim. 'BB' Rating on Class E Notes
------------------------------------------------------------------
S&P Global Ratings assigned preliminary ratings to Winchester 1
PLC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, X1-Dfrd, and X2-Dfrd
notes.

The pool for Winchester 1 PLC contains GBP402.4 million first-lien
residential mortgage loans located in England and Wales. The loans
were originated by Hampshire Trust Bank PLC (HTB). The entire pool
balance is buy-to-let (BTL) occupied and interest only.

HTB is a challenger bank specializing in providing asset finance,
specialist mortgages, and development finance. HTB launched its
specialist mortgage business in 2016.

The preliminary ratings assigned to the notes address the full and
timely payment of interest and principal on the most senior class
of notes, and the ultimate payment of principal and interest on all
the other rated notes at the final maturity date.

S&P said, "Our standard cash flow analysis indicates that the
available credit enhancement for the class D-Dfrd and E-Dfrd notes
is commensurate with higher ratings than those currently assigned.
However, the preliminary ratings on these notes also reflect their
ability to withstand higher defaults, longer foreclosure timing
stresses, and higher prepayments.

"The preliminary ratings on the class X1-Dfrd and X2-Dfrd notes are
lower than those indicated in our standard cash flow analysis.
While we acknowledge these notes' interest and principal payments'
subordination to the turbo mechanism, their non-asset-backed
nature, and their sensitivity to higher prepayments, they show a
fast repayment in our various cash flow scenarios.

"There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. We consider the issuer to be bankruptcy remote."

  Class     Prelim. Rating     Prelim. class size (%)

  A           AAA (sf)            88.5

  B-Dfrd*     AA (sf)              4.5

  C-Dfrd*     A (sf)               4.0

  D-Dfrd*     BBB (sf)             2.0

  E-Dfrd*     BB (sf)              1.0

  X1-Dfrd*    BBB+ (sf)            1.0

  X2-Dfrd*    BBB (sf)             0.5

  RC1         NR                   N/A

  RC2         NR                   N/A

*S&P's preliminary rating on this class considers the potential
deferral of interest payments. Average.
NR--Not rated.
N/A--Not applicable.



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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

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