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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

          Thursday, November 7, 2024, Vol. 25, No. 224

                           Headlines



F R A N C E

ACTICOR BIOTECH: Administrator Receives No Buyer Proposal
EUROPCAR MOBILITY: S&P Lowers ICR to 'B', Outlook Negative


G E R M A N Y

A-BEST 23: Fitch Assigns 'BB+sf' Rating on Class X Notes


I R E L A N D

CVC CORDATUS VI: Fitch Assigns B-sf Final Rating on Cl. F2-RR Notes
CVC CORDATUS VI: S&P Assigns B-(sf) Rating on Class F-2 Notes
PEARLS (NETHERLANDS): S&P Lowers ICR to 'B' on Elevated Leverage
PURPLE FINANCE 1: Moody's Hikes Rating on EUR9.5MM F Notes to Ba1


L U X E M B O U R G

A-BEST 23: Moody's Assigns Caa2 Rating to Class X Notes
ALTISOURCE PORTFOLIO: Posts $9.3MM Net Loss in Fiscal Q3
CULLINAN HOLDCO: S&P Places 'B' ICR on CreditWatch Negative
PUMA INTERNATIONAL: S&P Assigns 'BB' LongTerm ICR, Outlook Stable


S L O V E N I A

AGIS TECHNOLOGIES: Enters Into Receivership


U N I T E D   K I N G D O M

ARDAGH METAL: S&P Lowers Sr. Unsecured Notes Rating to 'CCC'
CASTELL 2022-1: S&P Raises Class F-Dfrd Notes Rating to 'BB+(sf)'
CHRYSAOR BIDCO: S&P Assigns 'B' ICR, Outlook Stable
COMET BIDCO: S&P Affirms 'B-' LT ICR & Alters Outlook to Positive
CREATIVE CEDAR UNLTD: Lender AHG Properties Appoints Receiver

MORTIMER BTL 2022-1: S&P Raises E-Dfrd Notes Rating to 'BB+(sf)'
STRATTON HAWKSMOOR 2022-1: S&P Lowers Cl. F Notes Rating to CCC+
UNITED HEALTHCARE: Moody's Cuts Rating on 2036 Secured Bonds to Ba2

                           - - - - -


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F R A N C E
===========

ACTICOR BIOTECH: Administrator Receives No Buyer Proposal
---------------------------------------------------------
Acticor Biotech, a clinical-stage biopharmaceutical company focused
on developing glenzocimab, an innovative treatment for
cardiovascular emergencies, has provided an update on its current
receivership proceedings.

To allow the company more time to seek new investors or partners to
support its development plan for STEMI (ST-Elevation Myocardial
Infarction), the court-appointed administrator extended the
deadline for bids — originally announced on September 13 — for
a continuation or disposal plan. The extension ran until November
5, 2024.

Up until November 6, 2024, no proposals have been received from
potential buyers, prompting the company to continue seeking
solutions to support the development of glenzocimab for STEMI. The
six-month observation period, initiated on August 6, 2024, remains
active.

The Paris Commercial Court began receivership proceedings on August
6, 2024, to enable the company to evaluate all available options
for advancing its development, progressing with glenzocimab,
securing funding, and identifying strategic partners. This process
also aims to provide financial support for operations until January
2025.

The company will keep the market informed on the status of the
receivership proceedings and urges investors to monitor upcoming
updates on its progress.

           About Acticor Biotech

ACTICOR BIOTECH is a clinical-stage biopharmaceutical company
founded in 2013 from the work of INSERM, is developing glenzocimab,
a humanized monoclonal antibody fragment (fab) targeting the GPVI
platelet receptor for the treatment of cardiovascular emergencies
and acute thrombotic diseases.


EUROPCAR MOBILITY: S&P Lowers ICR to 'B', Outlook Negative
----------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit ratings on
France-based car rental company Europcar Mobility Group and
Europcar International SASU to 'B', as well as its issue rating on
the EUR500 million fleet bond issued by EC Finance PLC to 'B+'.

The negative outlook reflects the risk that Europcar's EBIT
interest coverage could stay below 1x, and its liquidity could
deteriorate within the next six to 12 months due to difficulties
implementing operating improvement measures.

Europcar's weak first-half 2024 results will lead to a material
drop in its 2024 EBIT interest coverage ratio to well below 1x.  
Europcar's revenue increased by about 10% in first-half 2024,
mainly due to a larger average fleet size of 267,000 units compared
with 251,000 units in first-half 2023. At the same time, the
fleet's depreciation increased by about 20%, reflecting a higher
share of more expensive vehicles and a less favorable used car
market with lower car residual values. S&P said, "We think the
higher cost of fleet ownership could not be passed on to customers
due to price competition, especially in France and Germany. As a
result, its corporate EBITDA (pre-IFRS 16) dropped to about
negative EUR69 million from positive EUR97.5 million the previous
year. We expect Europcar will reduce the fleet size by the end of
the year to support pricing and improve its fleet use rate, which
decreased to 72.6% in first-half 2024 from 73.6% the previous year.
Overall, we forecast that even though Europcar's corporate EBITDA
(pre-IFRS 16) will likely improve sequentially in the second half
2024 compared to the first half, since summer typically represents
the peak season for car rental companies, its corporate EBITDA
(pre-IFRS 16) for the full year may drop significantly to between
negative EUR10 million to positive EUR30 million from EUR244
million in 2023. We currently think there is material uncertainty
regarding Europcar's ability to improve profitability in 2025,
because this will depend not only on the balance of rental car
demand and fleet supply, but also on the company's success with key
operating initiatives." These include a new yield management
system, joint efforts with the Volkswagen (VW) group on fleet
sourcing and remarketing, as well as enhancing Europcar's brand
perception to ultimately command better pricing and boost daily
revenue.

In addition to intense competition, Europcar's earnings are dented
by used car prices returning to normal levels.  At the end of June
2024, Europcar decreased its share of at-risk vehicles to about 50%
of its fleet from about 60% the previous year. This still
represents an unusually high share considering a normalized level
is typically 30%-40%. This resulted from the market's car shortage
in 2022 and early 2023, which led car rental companies to rely on
at-risk vehicles to expand their fleets. Europcar is therefore
exposed to the risk of lower car residual values which can lead to
higher fleet depreciation levels and consequently weaker operating
results. S&P expects this to weigh on earnings through 2024 and
2025.

S&P said, "We still assess Europcar's liquidity position as
adequate considering the company's recent measures to free up
operating cash will partly offset its weaker operating results.  
In the last few weeks, Europcar has increased its available cash by
about EUR115 million by replacing cash in its fleet in certain
countries with securitization and Vehicle Financing Agreements
(VFAs). However, Europcar has limited headroom to accommodate
weaker market conditions and/or operating missteps, in our view. We
will monitor Europcar's progress on strategic improvement measures
in the coming quarters and their impact on its liquidity position.

"We continue to assess Europcar as a moderately strategic entity
for the VW group and apply a one-notch uplift to the 'b-'
stand-alone rating. We think Europcar's fleet management
capabilities and network could play an important role for VW to
develop an integrated mobility platform covering consumers' key
mobility needs, including through subscription and car sharing
products. At the same time, VW and Europcar operate on an arm's
length basis, and we do not foresee any material operational
synergies between the two groups in the near term. Furthermore, we
anticipate Europcar's earnings and cash contribution to the VW
group will remain negligeable in the next couple of years.

"The negative outlook reflects the risk that Europcar may fail to
improve its operating performance and profitability due to weak
pricing in its main markets and/or delays in improving fleet
utilization rates and revenue per day, leading to concerns about
the sustainability of its capital structure."

S&P could lower its rating on Europcar if a combination of
operating missteps, failure to improve yields on its fleet and trim
its cost base, and declining residual values lead to concerns about
the sustainability of its capital structures, including:

-- EBIT interest coverage staying below 1x; and

-- A weaker liquidity position.

S&P could revise its outlook to stable on Europcar if the company's
initiatives to improve yield management and cost structure support
structurally higher profitability. This would help to increase its
S&P Global Ratings-adjusted EBIT interest coverage ratio to close
to 1x on a sustainable basis, in addition to maintaining an
adequate liquidity position.




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

A-BEST 23: Fitch Assigns 'BB+sf' Rating on Class X Notes
--------------------------------------------------------
Fitch Ratings has assigned Asset-Backed European Securitisation
Transaction Twenty-Three S.à r.l. (A-BEST 23) final ratings.

   Entity/Debt                   Rating             Prior
   -----------                   ------             -----
Asset-Backed European
Securitisation Transaction
Twenty-Three S.à r.l.

   Class A XS2913096314      LT AAAsf  New Rating   AAA(EXP)sf
   Class B XS2913112889      LT AA+sf  New Rating   AA+(EXP)sf
   Class C XS2913150467      LT AA-sf  New Rating   A+(EXP)sf
   Class D XS2913183989      LT Asf    New Rating   A-(EXP)sf
   Class E XS2913204900      LT BBB+sf New Rating   BBB(EXP)sf
   Class M XS2913205204      LT NRsf   New Rating   NR(EXP)sf
   Class X XS2913205386      LT BB+sf  New Rating   BB(EXP)sf

Transaction Summary

A-BEST 23 is a two-month revolving securitisation of fixed-rate
auto loans advanced to German private and commercial obligors by CA
Auto Bank S.p.A. Niederlassung Deutschland (CAAB DE), a branch of
CA Auto Bank S.p.A. (A-/Positive/F1), owned by Crédit Agricole
Consumer Finance, part of Crédit Agricole S.A. (A+/Stable/F1).

KEY RATING DRIVERS

Higher Default Base Case: The recent default rates have risen
versus originations made pre-2021. This can be attributed to CAAB
DE's shift from captive to non-captive originations, the
economically-challenging period of high inflation and interest
rates, as well as a shorter default definition that the bank
started applying, which leads to defaults being recognised earlier.
Fitch has therefore assigned a base case default rate of 4.5%,
which is higher than the previous German A-BEST 21. A 4.75x
multiple at 'AAAsf', lower than the predecessor transaction's, was
deemed appropriate.

Strong Recovery Assumptions: CAAB DE recovery rates are higher than
those provided in the previous German transaction, which is
explained by the earlier default definition and robust car prices
of recent years. Fitch has recognised this by assigning a higher
base case recovery rate of 70% to the portfolio with an unchanged
45% 'AAAsf' haircut.

Pro-Rata Period Dynamics: The class A to M notes will switch from
sequential to pro-rata amortisation six months after closing. The
amortisation will irreversibly switch back to sequential once
default or principal deficiency ledger (PDL)-related triggers,
among others, are breached. These triggers help ensure that
pro-rata periods are limited in a stressed economic environment. In
its modelling, no pro- rata periods are present in the driving
rating scenarios of the notes.

Excess Spread Supports Ratings: The portfolio's initial excess
spread is robust as a result of the pool yield being well-above the
weighted average (WA) cost of notes, swap rate and servicing fees.
This supports the ratings across the capital structure and
particularly that of the excess spread (XS) notes X, by enabling
amortisation to start during the revolving period. In its 'BB+sf'
rating, Fitch recognises the class X notes' sensitivity to
assumptions and the volatile nature of excess spread.

Servicer and Counterparty-Related Risks: Fitch deems servicer
discontinuity risk reduced even though no back-up servicer is
foreseen to be in place. The assets are standard and the number of
suitable servicers is deemed sufficient to allow for a replacement
to be found in a reasonable timeframe. A static liquidity reserve
provides at least three months of interest coverage for the class A
to E notes to address potential disruptions to collections during
the transfer. Other counterparty risks are adequately reduced in
line with Fitch's criteria.

RATING SENSITIVITIES

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

Ratings may be negatively affected if defaults are larger than
assumed and/ or recoveries are lower than assumed. This could lead
to lower excess spread and produce larger losses than expected,
resulting in negative rating action on the notes. In case of higher
defaults and/ or lower recoveries, the following ratings would
apply to the class A/ B/ C/ D/ E/ X notes, respectively:

Defaults higher by 10%: 'AAAsf'/ 'AA+sf'/ 'A+sf'/ 'Asf'/ 'BBB+sf '/
'BB+sf'

Defaults higher by 15%: 'AAAsf'/ 'AAsf'/ 'A+sf'/ 'A-sf'/ 'BBBsf '/
'BB+sf'

Defaults higher by 20%: 'AA+sf'/ 'AAsf'/ 'A+sf'/ 'A-sf'/ 'BBBsf '/
'BB+sf'

Recoveries lower by 10%: 'AAAsf'/ 'AA+sf'/ 'AA-sf'/ 'Asf'/ 'BBB+sf
'/ 'BB+sf'

Recoveries lower by 15%: 'AAAsf'/ 'AA+sf'/ 'A+sf'/ 'Asf'/ 'BBBsf '/
'BB+sf'

Recoveries lower by 20%: 'AAAsf'/ 'AAsf'/ 'A+sf'/ 'A-sf'/ 'BBBsf '/
'BB+sf'

Defaults higher and recoveries lower by 10%: 'AAAsf'/ 'AAsf'/
'A+sf'/ 'A-sf'/ 'BBBsf '/ 'BB+sf'

Defaults higher and recoveries lower by 15%: 'AA+sf'/ 'AA-sf'/
'Asf'/ 'BBB+sf'/ 'BBB-sf '/ 'BB+sf'

Defaults higher and recoveries lower by 20%: 'AA+sf'/ 'AA-sf'/
'Asf'/ 'BBB+sf'/ 'BBB-sf '/ 'BBsf'

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

Ratings may be positively affected if defaults are lower than
assumed and/ or recoveries are higher than assumed. This could lead
to higher excess spread and produce smaller losses than expected,
resulting in positive rating action on the notes. In case of lower
defaults and/ or higher recoveries, the following ratings would
apply to the class A/ B/ C/ D/ E/ X notes, respectively:

Defaults lower by 10%: 'AAAsf'/ 'AAAsf'/ 'AAsf'/ 'A+sf'/ 'A-sf '/
'BB+sf'

Defaults lower by 15%: 'AAAsf'/ 'AAAsf'/ 'AA+sf'/ 'AA-sf'/ 'Asf '/
'BB+sf'

Defaults lower by 20%: 'AAAsf'/ 'AAAsf'/ 'AA+sf'/ 'AA-sf'/ 'Asf '/
'BB+sf'

Recoveries higher by 10%: 'AAAsf'/ 'AA+sf'/ 'AAsf'/ 'A+sf'/ 'A-sf
'/ 'BB+sf'

Recoveries higher by 15%: 'AAAsf'/ 'AA+sf'/ 'AAsf'/ 'A+sf'/ 'Asf '/
'BB+sf'

Recoveries higher by 20%: 'AAAsf'/ 'AAAsf'/ 'AAsf'/ 'AA-sf'/ 'Asf
'/ 'BB+sf'

Defaults lower and recoveries higher by 10%: 'AAAsf'/ 'AAAsf'/
'AA+sf'/ 'AA-sf'/ 'Asf '/ 'BB+sf'

Defaults lower and recoveries higher by 15%: 'AAAsf'/ 'AAAsf'/
'AA+sf'/ 'AAsf'/ 'A+sf'/ 'BB+sf'

Defaults lower and recoveries higher by 20%: 'AAAsf'/ 'AAAsf'/
'AA+sf'/ 'AAsf'/ 'A+sf'/ 'BBB-sf'

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

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




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

CVC CORDATUS VI: Fitch Assigns B-sf Final Rating on Cl. F2-RR Notes
-------------------------------------------------------------------
Fitch Ratings has assigned CVC Cordatus Loan Fund VI DAC reset
notes final ratings.

   Entity/Debt                    Rating              Prior
   -----------                    ------              -----
CVC Cordatus Loan
Fund VI DAC

   A-R XS1803162566           LT PIFsf  Paid In Full  AAAsf
   A1 Loan-RR                 LT AAAsf  New Rating    AAA(EXP)sf
   A1 Notes RR XS2905439241   LT AAAsf  New Rating    AAA(EXP)sf
   A2-RR XS2908728632         LT AAAsf  New Rating    AAA(EXP)sf
   B1-R XS1803162996          LT PIFsf  Paid In Full  AA+sf
   B1-RR XS2905439837         LT AAsf   New Rating    AA(EXP)sf
   B2-R XS1803163374          LT PIFsf  Paid In Full  AA+sf
   B2-RR XS2905440090         LT AAsf   New Rating    AA(EXP)sf
   C-R XS1803163614           LT PIFsf  Paid In Full  A+sf
   C-RR XS2905440256          LT Asf    New Rating    A(EXP)sf
   D-R XS1803163960           LT PIFsf  Paid In Full  BBB+sf
   D1-RR XS2905440686         LT BBBsf  New Rating    BBB(EXP)sf
   D2-RR XS2908732311         LT BBB-sf New Rating    BBB-(EXP)sf
   E-R XS1803164182           LT PIFsf  Paid In Full  BB+sf
   E-RR XS2905441064          LT BB-sf  New Rating    BB-(EXP)sf
   F-R XS1803164265           LT PIFsf  Paid In Full  B+sf
   F1-RR XS2905441734         LT B+sf   New Rating    B+(EXP)sf
   F2-RR XS2905442112         LT B-sf   New Rating    B-(EXP)sf

Transaction Summary

The CVC Cordatus Loan Fund VI DAC is a reset securitisation of
mainly (at least 90%) senior secured obligations with a component
of senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Notes proceeds are being used to refinance the outstanding
notes and purchase a portfolio with a target par of EUR400 million.
The portfolio is actively managed by CVC Credit Partners Investment
Management Limited (CVC) and the collateralised loan obligation
(CLO) will have a reinvestment period of about 4.4 years and a
seven-year weighted average life

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-' . The Fitch weighted
average rating factor (WARF) of the identified portfolio is 26.3.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 59.9%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 20%. The
transaction also includes various concentration limits, including a
maximum exposure to the three largest Fitch-defined industries in
the portfolio at 40%. These covenants ensure the asset portfolio
will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by 1.5 years on the step-up date, which is 1.5 year after closing.
The WAL extension is subject to conditions including satisfaction
of all the collateral-quality, portfolio-profile, and the coverage
tests, plus the adjusted collateral principal amount being at least
equal to the reinvestment target par balance.

Portfolio Management (Neutral): The transaction has a 4.4-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

The transaction includes two Fitch matrices, two effective at
closing with fixed-rate asset buckets of 5% and 10% and the other
one year after closing. The second can be selected by the manager
at any time from one year after closing as long as the portfolio
balance (including defaulted obligations at their Fitch-calculated
collateral value) is above target par.

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

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio the class F-1-R notes display a rating
cushion of three notches, the class D2-R, E-R and F-2-R notes a
cushion of two notches, the class B-R, C-R and D-1-R notes a
cushion of one notch while the class A-R notes have no rating
cushion.

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

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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

CVC CORDATUS VI: S&P Assigns B-(sf) Rating on Class F-2 Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to CVC Cordatus Loan
Fund VI DAC's class A-1 Loan and class A-1, A-2, B-1, B-2, C, D-1,
D-2, E, F-1, and F-2 notes. The issuer has unrated subordinated
notes outstanding from the existing transaction and, at closing,
issued an additional EUR13.50 million of subordinated notes.

This transaction is a reset of the already existing transaction. At
closing, the existing classes of notes were fully redeemed with the
proceeds from the issuance of the replacement loan and notes, which
were also used to pay fees and expenses incurred in connection with
the reset.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,926.39

  Default rate dispersion                                  609.25

  Weighted-average life (years)                              3.98

  Weighted-average life (years) extended
  to cover the length of the reinvestment period             4.45

  Obligor diversity measure                                123.76

  Industry diversity measure                                21.71

  Regional diversity measure                                 1.17

  Transaction key metrics

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

  'CCC' category rated assets (%)                            4.83

  Target 'AAA' weighted-average recovery (%)                34.50

  Target weighted-average spread (%)                         3.77

  Target weighted-average coupon (%)                         4.39

Rating rationale

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

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

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the portfolio's covenanted weighted-average
spread (3.70%), covenanted weighted-average coupon (4.25%), and
targeted weighted-average recovery rates at each rating level. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category.

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

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for all classes
of notes and the loan. Our credit and cash flow analysis indicates
that the available credit enhancement for the class B-1 to D-1
notes could withstand stresses commensurate with higher ratings
than those assigned. However, as the CLO will be in its
reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
the assigned ratings.

"The class A-1 Loan and class A-1, A-2, D-2, E, and F-1 notes can
withstand stresses commensurate with the assigned ratings. In our
view, the portfolio is granular in nature, and well-diversified
across obligors, industries, and asset characteristics when
compared with other CLO transactions we have rated recently. As
such, we have not applied any additional scenario and sensitivity
analysis when assigning our ratings to any classes of debt in this
transaction.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class F-2 notes could withstand stresses
commensurate with a lower rating. However, we have applied our
'CCC' rating criteria and assigned a rating of 'B- (sf)'.

The ratings uplift for the class F-2 notes reflects several key
factors, including:

-- The class F-2 notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that have
recently been issued in Europe.

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

-- S&P's model generated break-even default rate at the 'B-'
rating level of 23.77% (for a portfolio with a weighted-average
life of 4.45 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.45 years, which would result
in a target default rate of 13.80%.

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

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

-- Following this analysis, S&P considers that the available
credit enhancement for the class F-2 notes is commensurate with the
assigned 'B- (sf)' rating.

S&P said, "Taking the above factors into account and following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, we believe that our ratings are commensurate with the
available credit enhancement for all the rated classes of notes and
the loan.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A-1 Loan and
class A-1 to F-1 notes based on four hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-2 notes."

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it is managed by CVC Credit Partners
Group Ltd and CVC Credit Partners Investment Management Ltd.

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the following:
manufacture or, marketing of controversial weapons; tobacco
production; any borrower which derives its revenue from the mining
of thermal coal; any borrower which is an oil and gas producer
which derives its revenue from natural gas or renewables.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, we have not made any specific
adjustments in our rating analysis to account for any ESG-related
risks or opportunities."

  Ratings list
                        Amount                       Credit
  Class     Rating*   (mil. EUR)  Interest rate§  enhancement (%)

  A-1       AAA (sf)    199.00      3mE + 1.32%     37.75

  A-1 Loan  AAA (sf)     50.00      3mE + 1.32%     37.75

  A-2       AAA (sf)      4.00      3mE + 1.60%     36.75

  B-1       AA (sf)      27.00      3mE + 2.00%     27.50

  B-2       AA (sf)      10.00      5.25%           27.50

  C         A (sf)       22.00      3mE + 2.35%     22.00

  D-1       BBB (sf)     26.00      3mE + 3.35%     15.50

  D-2       BBB- (sf)     5.50      3mE + 4.25%     14.13

  E         BB- (sf)     17.50      3mE + 6.42%      9.75

  F-1       B+ (sf)       3.00      3mE + 7.86%      9.00

  F-2       B- (sf)      10.00      3mE + 8.82%      6.50

  Additional
  Sub notes   NR         13.50      N/A                 N/A

  Existing
  Sub notes   NR         54.50      N/A                 N/A

*The ratings assigned to the class A-1 Loan and class A-1, A-2,
B-1, and B-2 notes address timely interest and ultimate principal
payments. The ratings assigned to the class C, D-1, D-2, E, F-1,
and F-2 notes address ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to 6mE when a frequency switch event occurs. NR--Not
rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate.


PEARLS (NETHERLANDS): S&P Lowers ICR to 'B' on Elevated Leverage
----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer and issue ratings
to 'B' from 'B+' on Pearls (Netherlands) Bidco B.V., operating as
Caldic Group, 's parent company Pearls (Netherlands) Bidco B.V.;
its outstanding EUR1.5 billion-equivalent term loan B (TLB); and
its EUR155 million RCF. The recovery rating remains at '3'.

S&P said, "The stable outlook reflects our view that Caldic will
moderately deleverage from about 8.0x projected for 2024 to
6.5x-7.0x in 2025 and 2026 thanks to volumes recovery and improving
growth prospects in end-markets, as well as higher profitability
driven by cost optimization strategies, synergies, and lower
restructuring costs. We note that rating headroom is currently
limited.

"The downgrade reflects our view that leverage will remain elevated
in 2024, at about 8.0x, before improving to 6.5x-7.0x in 2025-2026
thanks to market recovery and lower integration costs.   We think
that difficult market conditions led to us expecting that Caldic's
deleveraging will be slower than previously expected, with a
forecast S&P Global Ratings' adjusted leverage approaching 8.0x at
year-end 2024 (down from a reported 9.2x in 2023), before improving
to 6.5x-7.0x in 2025-2026, which we view as commensurate with a 'B'
rating. The envisaged deleveraging from 2025 will be supported by
higher gross profit and EBITDA in 2025. We expect the company to
clearly focus on organic growth, finalizing the integration of
acquired targets, and deleveraging before considering
transformational acquisitions or shareholder remuneration. The
current capital structure includes a TLB of about EUR1.5 billion
equivalent and about EUR33 million of other bank debt. Our debt
adjustments include factoring for about EUR120 million, about EUR91
million of operational leases, about EUR8 million of earned out and
deferred considerations for acquisitions, and about EUR15 million
of pension deficits and other adjustments. We do not net cash in
our adjusted debt calculation, owing to the company's
private-equity ownership. We note that rating headroom under the
current base case remains limited, and subject to successful
execution of the integration strategy as well as operating
performance improving in line with the projected market recovery."

Prolonged difficult market conditions and ongoing integration costs
have weighed on Caldic's operating performance in 2024.   Caldic
reported lower-than-expected sales in the first half of 2024, down
5.9% on a reported basis and down 11.9% on a like-for like basis,
compared with the same period in 2023. This was mostly driven by a
difficult macroeconomic environment, leading to sustained price
pressure in chemicals and weak demand, especially in geographies
exposed to industrial chemicals end-markets (accounting for about
49% of Caldic's portfolio), as well as material customer
destocking. S&P said, "We expect that contribution from
acquisitions will somewhat offset declining organic sales in 2024,
leading to revenues of about EUR2.3 billion-EUR2.4 billion in 2024,
rather stable compared with 2023. Considering the improving market
trends that we are starting to see quarter over quarter, we project
that revenues will improve to EUR2.5 billion-EUR2.6 billion in
2025-2026 driven by higher volumes thanks to demand recovering in
industrial end-markets and continued strong demand in life science
end-markets, which we currently expect from the beginning of 2025.
We project that S&P Global Ratings' adjusted EBITDA will stand at
about EUR225 million-EUR235 million in 2024, with realized
synergies, effective cost optimizations programs, and pricing
strategies somewhat offset by continued acquisition and
restructuring costs to support the integration of IT, HR, Digital
and Finance functions following the integration of GTM and Connell.
This translates into an S&P Global Ratings' adjusted EBITDA margin
of 9.5%-10.0% in 2024, up 120 basis points (bps)-160 bps from 2023.
We forecast that from 2025 S&P Global Ratings' adjusted EBITDA
margin will improve to 10.5%-11.0%, thanks to ramping up synergies,
lower restructuring costs, and a more supportive market
environment, progressively closing the profitability gap with peers
such as Azelis Group NV (reported EBITDA margin 11.3% for year-end
2023) and IMCD N.V. (reported EBITDA margin 11.7% for year-end
2023). We view positively that despite lower sales, Caldic reported
a higher gross profit margin during the first six months of 2024 of
27.8%, compared with 25.3% during the same period in 2023,
reflecting the new perimeter, the influence of effective pricing
initiatives thanks to a higher share of value-added services
offered to the clients. This compares positively with players such
as Brenntag SE (24.6% in the first half of 2024) and IMCD (25.4% in
the same period). Moreover, we expect that Caldic will maintain a
solid conversion margin (operating EBITA on gross profit) at
33%-34% in 2024, in line with chemicals distributors such as
Brenntag (31.3% at year-end 2023), but lower compared with other
peers such as IMCD (45.8% as of year-end 2023)."

S&P said, "We think that Caldic Group's rapid acquisitive growth,
although common in the distribution industry, still carries some
integration risk.   Given the fragmented market, it is common for
chemicals distributors to expand through mergers and acquisitions,
and we see a similar trend among peers such as Brenntag, IMCD,
Azelis, and Barentz. In recent years, Caldic has pursued two large
mergers, with GTM announced in November 2021, and with Connell
announced in October 2022, alongside several bolt-on acquisitions.
Although Caldic has shown its ability to integrate targets in
previous years, the integration of GTM and Connell is still under
way, and it will take time before synergies and cost optimization
strategies will meaningfully contribute to top line and
profitability improvements.

"We forecast that FOCF will turn positive from 2025, driven by
profitability improvements, normalized working capital, and lower
one-off costs.   We think that lower EBITDA, combined with some
one-off exceptional costs and higher working capital outflow of
about EUR50 million-EUR60 million in 2024, will temporarily depress
cash flow generation, resulting in negative FOCF of about EUR20
million-EUR30 million. We forecast that FOCF will turn positive
from 2025, standing at about EUR30 million-EUR40 million in 2025
and EUR50 million-EUR60 million in 2026, mostly driven by higher
EBITDA, lower nonrecurring costs, normalized working capital
outflow, and lean asset base with low capital expenditure (capex)
requirements of EUR15 million-EUR20 million.

"We note the solid liquidity buffer with no significant debt
maturities before 2029 as positive.   Caldic's liquidity position
remains solid with sources of liquidity covering current cash needs
by more than 1.5x as of June 30, 2024. We think that the cash
buffer of EUR110 million and availability of EUR115 million under
the EUR155 million RCF, combined with ample covenant headroom,
provides the necessary cushion to face further market challenges
while executing its turnaround strategy aimed at optimizing the
cost base and integrating acquired companies. We also note Caldic
not having significant debt maturities until its TLB comes due in
2029 as positive.

"The stable outlook reflects our view that Caldic will moderately
deleverage from about 8.0x forecast for 2024 to 6.5x-7.0x in 2025
and 2026 thanks to improving growth prospects in both industrial
and life science end-markets and recovering volumes, as well as
higher profitability driven by cost optimization strategies and
lower restructuring costs. We anticipate that Caldic will generate
positive FOCF from 2025 and maintain a solid liquidity buffer.

"We could lower the rating if Caldic experiences a prolonged
weakening of profitability and cash flow generation due to
deteriorating market conditions or difficulties in realizing
synergies from its acquisitions or in case of deteriorating
liquidity. We could also lower the rating if the company adopts
more aggressive financial policies--including debt-financed
dividend recapitalizations or acquisitions--that result in leverage
remaining above 7.0x on a prolonged basis with low prospects for
improvement.

"We could raise the rating if Caldic exhibits: Debt to EBITDA
sustainably below 5.5x; and continued materially positive FOCF. A
positive rating action would also reflect a track record and
commitment from the company and the financial sponsor to sustain
the above."


PURPLE FINANCE 1: Moody's Hikes Rating on EUR9.5MM F Notes to Ba1
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Purple Finance CLO 1 Designated Activity Company:

EUR15,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aaa (sf); previously on Jun 7, 2024
Upgraded to Aa3 (sf)

EUR13,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Jun 7, 2024
Upgraded to Baa3 (sf)

EUR9,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2031, Upgraded to Ba1 (sf); previously on Jun 7, 2024 Affirmed
B1 (sf)

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

EUR20,400,000 (current outstanding amount EUR8,522,905) Class C
Senior Secured Deferrable Floating Rate Notes due 2031, Affirmed
Aaa (sf); previously on Jun 7, 2024 Upgraded to Aaa (sf)

Purple Finance CLO 1 Designated Activity Company, issued in January
2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Ostrum Asset Management. The transaction's
reinvestment period ended in January 2022.

RATINGS RATIONALE

The rating upgrades on the Class D, Class E and Class F notes are
primarily a result of the deleveraging of the  senior notes
following amortisation of the underlying portfolio since the last
rating action in June 2024.

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

The Class A and Class B notes have been fully repaid and Class C
notes have paid down by approximately EUR11.9 million (58.2%) since
the last rating action in June 2024. As a result of the
deleveraging, over-collateralisation (OC) has increased across the
capital structure. According to the trustee report dated October
2024 [1] the Class A/B, Class C, Class D, Class E and Class F OC
ratios are reported at 422.61%, 218.07%, 160.83%, 129.55% and
114.25% compared to May 2024 [2] levels of 218.43%, 162.95%,
137.30%, 119.94% and 110.33%, respectively. Moody's note that the
October 2024 principal payments are not reflected in the reported
OC ratios.

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: EUR58.3m

Diversity Score: 14

Weighted Average Rating Factor (WARF): 3260

Weighted Average Life (WAL): 3.38 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.70%

Weighted Average Recovery Rate (WARR): 45.03%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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.




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

A-BEST 23: Moody's Assigns Caa2 Rating to Class X Notes
-------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued by
Asset-Backed European Securitisation Transaction (A-BEST)
Twenty-Three S.a r.l.:

EUR428M Class A Asset-Backed Floating Rate Notes due March 2034,
Definitive Rating Assigned Aaa (sf)

EUR26.5M Class B Asset-Backed Floating Rate Notes due March 2034,
Definitive Rating Assigned Aa1 (sf)

EUR21.8M Class C Asset-Backed Floating Rate Notes due March 2034,
Definitive Rating Assigned Aa2 (sf)

EUR14.6M Class D Asset-Backed Floating Rate Notes due March 2034,
Definitive Rating Assigned A1 (sf)

EUR14M Class E Asset-Backed Floating Rate Notes due March 2034,
Definitive Rating Assigned Baa1 (sf)

EUR15.6M Class M Asset-Backed Floating Rate Notes due March 2034,
Definitive Rating Assigned B2 (sf)

EUR7.6M Class X Asset-Backed Floating Rate Notes due March 2034,
Definitive Rating Assigned Caa2 (sf)

Changes in the cost structure from provisional to definitive
ratings have resulted in higher definitive rating for Classes C, D,
E, M and X Notes. The reduced weighted average coupon on the Notes
and the lower fixed swap rate positively impacted the transaction,
leading to an increase in excess spread.

RATINGS RATIONALE

The Notes are backed by a 2 month revolving pool of German auto
loans originated by CA Auto Bank S.p.A. Niederlassung Deutschland.

The definitive portfolio of assets amount to approximately EUR520.5
million as of October 2, 2024 pool cut-off date. The Liquidity
Reserve Fund will be funded to 1.46% of the collateralized Notes
balance at closing and the total credit enhancement for the Class A
Notes will be 19.23%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

The transaction benefits from various credit strengths such as: (i)
a non-amortizing liquidity reserve fund sized at 1.46% of the
collateralized Notes balance, and (ii) a granular portfolio of
assets.

However, Moody's note that the transaction features some credit
weaknesses such as: (i) the potential asset quality drift due to
the revolving nature of the pool, and (ii) the pro-rata
amortization of the Notes under certain scenarios. Various
mitigants have been included in the transaction structure such as:
the performance and structural triggers which can stop the addition
of new loans in the pool and change the payment structure in the
waterfall.

The portfolio of underlying assets was distributed through dealers
to private individuals (53.6%) and self-employed/commercial
borrowers (46.4%) to finance the purchase of new 43.9% and used
56.1% cars. As of October 2, 2024, the portfolio consists of auto
finance contracts to  borrowers with a weighted average seasoning
of 0.9 years.

Moody's determined the portfolio lifetime expected defaults of 4%,
expected recoveries of 40% and Aaa portfolio credit enhancement of
13% related to borrower receivables. The expected defaults and
recoveries capture Moody's expectations of performance considering
the current economic outlook, while the PCE captures the loss
Moody's expect the portfolio to suffer in the event of a severe
recession scenario. Expected defaults and PCE are parameters used
by us to calibrate Moody's lognormal portfolio loss distribution
curve and to associate a probability with each potential future
loss scenario in the cash flow model to rate Auto ABS.

Portfolio expected defaults of 4% are higher than the EMEA Auto ABS
average and are based on Moody's assessment of the lifetime
expectation for the pool. Moody's primarily based Moody's analysis
on the historical cohort performance data that the originator
provided for a portfolio that is representative of the securitised
portfolio. Moody's also evaluated other European market trends,
benchmark auto loan and lease transactions, and other qualitative
considerations with respect to the originator's experience in the
asset class. Moody's stressed the results from the historical data
analysis primarily to account for the high balloon loan component
of the securitised portfolio.

Portfolio expected recoveries of 40% are in line with the EMEA Auto
ABS average and are based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historical
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

PCE of 13% is higher than the EMEA Auto ABS average and is based on
Moody's assessment of the pool which is mainly driven by: (i) the
exposure to balloon payments despite considering the strength of
the originator, (ii) the relative ranking to originator peers in
the EMEA market, and (iii) the weighted average current LTV ratio
of 77.0%, which is in line with the sector average.

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 that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of the Notes.

Factors that would lead to a downgrade of the ratings include: (i)
an increase in the level of arrears resulting in a higher level of
losses than forecast, (ii) increased counterparty risk leading to
potential operational risk of servicing or cash management
interruptions, or (iii) economic conditions being worse than
forecast resulting in higher arrears and losses.


ALTISOURCE PORTFOLIO: Posts $9.3MM Net Loss in Fiscal Q3
--------------------------------------------------------
Altisource Portfolio Solutions S.A. filed with the U.S. Securities
and Exchange Commission its Quarterly Report on Form 10-Q reporting
a net loss of $9.3 million on $40.5 million of revenues for the
three months ended September 30, 2024, compared to a net loss of
$11.3 million on $36.2 million of revenues for the three months
ended September 30, 2023.

For the nine months ended September 30, 2024, the Company reported
a net loss of $26.7 million on $119.1 million of revenues, compared
to a net loss of $43 million on $110.9 million of revenues for the
same period in 2023.

"We had another solid quarter, demonstrating our resilience in a
challenging market. We grew Service revenue both sequentially and
year-over-year despite a 15% decline in serious delinquency rates,
a 7% decline in foreclosure initiations and a 14% decline in
foreclosure sales through August this year compared to the same
period last year(3). For the quarter, we generated $38.2 million in
Service revenue, a $4.0 million or 11.8% increase over the same
period last year. This growth primarily reflects sales wins and
represents our strongest quarterly Service revenue performance in
twelve quarters. Compared to last quarter, Service revenue grew by
$1.3 million or 3.5%, primarily from ramping sales wins," said
Chairman and Chief Executive Officer William B. Shepro.

Mr. Shepro further commented, "With the recent launch and on-going
ramp of our Renovation business and sales wins, we are diversifying
our revenue streams and customer base and positioning the Company
for further growth."

As of September 30, 2024, the Company has $144.5 million in total
assets, $293.2 million total liabilities, and $148.7 million in
total deficit.

A full-text copy of the Company's Form 10-Q is available at:

                  https://tinyurl.com/58srtdj2

                         About Altisource

Headquartered in Luxembourg, Altisource Portfolio Solutions S.A. --
https://www.Altisource.com/ -- is an integrated service provider
and marketplace for the real estate and mortgage industries.
Combining operational excellence with a suite of innovative
services and technologies, Altisource helps solve the demands of
the ever-changing markets it serves.

                             *   *   *

Egan-Jones Ratings Company, on September 27, 2024, downgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by Altisource Portfolio Solutions S.A. to CCC from
CCC+.

CULLINAN HOLDCO: S&P Places 'B' ICR on CreditWatch Negative
-----------------------------------------------------------
S&P Global Ratings placed its rating on Luxembourg-based Cullinan
Holdco SCSp, currently at 'B', on CreditWatch with negative
implications.

The negative implications indicate that S&P could lower the ratings
over the coming months if group does not take firm and visible
action to refinance its debt maturity profile.

S&P said, "Cullinan's capital structure consists of two bonds, both
maturing in less than two years; therefore, we anticipate elevated
refinance risk that could lead to pressured liquidity.  Both of
Cullinan's bonds, in total EUR633 million, mature in less than two
years in October 2026. We think that such a concentration of
maturities comes with an increased refinancing risk, as it gives
less risk for the company to manage potential market-related
setbacks. Our CreditWatch placement reflects that a lack of
refinancing activity over the coming months could result in a notch
downgrade.

"We think that the company currently has sufficient liquidity, as
it is able to cover its rather limited capital expenditure (capex)
with internal generated funds and the ability to meet its
obligations for the coming 12 months. We also think that the
company will not pay any dividends. However, with the EUR633
million of debt due in October 2026 (less than 24 month from now)
this would quickly change, and it is not clear that the company has
full access to the capital markets, and therefore we changed our
liquidity score to less than adequate from adequate.

"Earnings for 2024 have improved, and we forecast that this will
continue into 2025 and 2026 broadly at an unchanged level.  We now
expect EBITDA at about EUR100 million for the full year 2024, and
at similar levels for 2025 and 2026. This is well above the 2023
level of EUR60 million, but below the 2021-2022 run level of about
EUR130 million-EUR140 million. The vast improvement compared with
2022 is due to a commercial contract dispute that was resolved at
the end of 2023. Most of Cullinan's contracts are based on cost
plus a margin which improves the ability to pass on costs
sufficiently and which has gradually improved margins compared to
2023. Market conditions continue to be challenging, with relatively
high raw material costs and reduced production levels of about 85%
of average historical levels. It is possible that the market
conditions in 2025 will be characterized by continued over-supply.

"Credit ratios are improving, but are not close to 2022 levels, and
are unlikely to improve materially over 2025-2026.  We think that
it could take time for Cullinan to reduce its debt to EBITDA below
5.0x. In our base case, we forecast that debt to EBITDA will
improve from 2023, which experienced a temporary weakness, when
debt to EBITDA was above 10.0x. We now expect debt to EBITDA at
about 6.0x during 2024 and 2025.

"Maintenance capex is low at about EUR10 million-EUR15 million, and
we expect this will support the delivery of positive discounted
cash flow of about EUR50 million-EUR60 million in 2024. We also do
not anticipate any dividend payments. We assume that the company
could undertake smaller growth investments, such as bolt-on
acquisitions to support the diversification of wood pellet
production in other regions, we anticipate that such a transaction
would be financed by its own cash flows, rather than equity
injections."

Earning expectations is supported by a good contract structure in
2025 and 2026, but U.K. subsidy on biomass beyond 2026 raises
questions on demand and hence also Cullinan's refinancing process.
Electricity in the U.K. is mainly produced by gas (about 25-30%)
and nuclear (about 10-15%), renewable generation represents about
35-40% as additional wind power is added into the generation mix.
Electricity generation from biomass in U.K. represents 7%-10% on
average. The biomass generation is currently supported by the
Renewable Obligation and Contract for Difference subsidy schemes,
both of which come to a close in 2027.

Cullinan has its largest customer in the U.K. (not disclosed),
totaling 40% of volumes. Theses volumes are only contracted until
end of 2026, the contracted volumes are tied to the maturity of the
U.K. subsidy schemes for incineration of biomass. At this stage it
is uncertain if the subsidy schemes will be prolonged or not. S&P
said, "Would the subsidy scheme be cancelled without any support or
mitigants, we think it could have a substantial effect risk for
Graanul as the demand from the U.K. could decrease significantly.
Despite this, it would be difficult for the U.K. energy market to
replace the 4.6GW of capacity stemming from biomass in less than
two years. Additional wind is likely to continue to come on stream,
but no additional base load or plannable production, such as
nuclear, will be added before at least 2030. We therefore believe
it is a reasonable assumption that the U.K. will continue to use
wood pellets for incineration after 2027. However, it is not clear
if the pellets will be utilized all the time, it might be used as a
supportive source to balance the system, for example when it is
less windy or sunny. All those uncertainties could lead to more
volatility in pellet prices over 2025-2026."

Graanul has already secured contracts of about 2.2 million tons of
wood pellets for its customers for 2025 and 2026, which represents
about 85% of its annually produced volumes. The demand in the wood
pellets market is subdued, only limited spot sales are possible
currently. S&P sees a risk that Graanul will need to continue to
scale down production to limit inventory stock ups.

The contractual structure with a high concentration risk on a few
customers, weighs heavily on our business risk assessment.

The CreditWatch negative placement reflects the elevated refinance
risk for the company as all its long-term debt matures in less than
two years.

S&P said, "We could take a negative rating action if Cullinan does
not refinance its two outstanding bonds (EUR633 million in total)
early in 2025. Similarly, we could also take a negative rating
action if the U.K. government were to communicate that the subsidy
on biomass is not extended as this likely would increase the
refinancing risk further in our view.

"We could resolve the CreditWatch placement if the company
refinances its EUR633 million bonds, then it is likely to return to
the current rating. However, any development on the U.K. subsidy
scheme for biomass, and our view of the long-term capital structure
could also affect the rating outcome."


PUMA INTERNATIONAL: S&P Assigns 'BB' LongTerm ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its 'BB' long-term issuer credit rating
to Puma International Financing S.A. and its 'BB' issue rating to
the group's senior unsecured notes.

The stable outlook reflects S&P's expectation that Puma Energy's
gross profit will stabilize at around $1.0 billion, and its
adjusted EBITDA at $400 million-$500 million over 2024-2027, while
the group will generate annual free operating cash flow (FOCF)
after leases of about $100 million, and keep its adjusted debt to
EBITDA well below 4.0x, in line with its financial policy.

Puma Energy provides essential refined oil products to many
developing, and mostly regulated, African and Central American
countries.   It generates about 40% of its gross margin through
retail operations, where it holds a top three position in 17
countries. The group also operates various business-to-business
(B2B) business lines across different industries, including
commercial activities (25% of gross profit), aviation (11%),
refining (9%), and Bitumen (6%). The group generates about three
quarters of its gross margin in regulated or semi-regulated
markets, where the government sets a maximum margin and allows
final prices to adjust reflecting variations in oil prices and
currencies.

While regulation limits the potential upside, it also provides more
stability in gross margin and limits competition among the
operators. Regulation, together with hedging and other price
strategies, allows Puma Energy to protect its gross profit from the
volatility of oil prices and foreign currency (FX) fluctuations.
That said, the volatility of its dollar unit margin remains
significantly higher than that of gross margin for other retail
segments in developed countries. Over the long term, S&P believes
the group will benefit from the long-term sound fundamentals of
rising fuel demand in its countries of operations. These include
solid economic growth, favorable demographics, and still-limited
electrification, which makes oil products an essential source of
energy.

After a phase of disposals and deleveraging, S&P expects Puma
Energy will focus on prudent growth.   Puma Energy's past 15 years
have been characterized by a phase of aggressive debt-funded
acquisitions over 2010-2015, followed by a phase of disposals and
deleveraging, with a refocus on key markets. Since 2020, Puma
Energy has exited or sold, among others, retail operations in
Australia, Paraguay, Angola, Pakistan, and Myanmar, and sold and
leased back 20 terminals in 2022. Proceeds from disposals allowed
it to reduce its gross financial debt to about $1.0 billion in
2023, down from about $3.6 billion in 2017, while focusing on
downstream operations in profitable markets.

The group is now focused on central America (61% of gross profits),
Africa (27%), and Papua New Guinea (9%), where it intends to expand
both organically and with bolt-on acquisitions. S&P expects the
company will grow retail operations through the opening of new fuel
stations and increasing the penetration of non-fuel stores, while
expanding its B2B activities, on the back of raising fuel demand.
At the same time, S&P expects the group will maintain a more
conservative financial policy than in the past, as underlined by
its maximum debt to EBITDA target of 2.5x (in the company's
reported terms).

Negative working capital and limited capital expenditure (capex)
drive positive FOCF, despite weaker EBITDAR coverage.   S&P expects
the group will generate FOCF after leases of about $100 million per
year in 2024-2027. This reflects our expectation of neutral working
capital variations, although we acknowledge the company could be
exposed to significant intra-year fluctuations, and capex at about
1.0% of revenue. Puma Energy operates with a structurally negative
working capital, but the timing and size of oil payables can
require significant temporary outflows. This corresponds to sound
cash conversion, despite the relatively elevated tax rate, cash
interests of about $70 million per year, and lease payments of
about $150 million per year. On the other hand, these elevated
fixed charges translate into relatively weak EBITDAR coverage of
about 2.0x. This level is relatively weaker than other companies
that we assess as having a significant financial risk profile.

Puma Energy has some flexibility for acquisitions under its maximum
financial leverage target.   The company has a clear financial
policy, with 2.5x maximum leverage in its own terms, defined as net
financial debt to EBITDA pre-International Financial Reporting
Standard (IFRS) 16. Puma Energy reported debt to EBITDA of 1.3x as
of December 2023 and 1.5x as of June 2024, leaving some financial
flexibility to pursue strategic acquisitions, which could
temporarily add up to 1.0x of leverage. S&P said, "We understand
that the main shareholder, Trafigura, would provide equity-like
support, in case an acquisition would risk pushing debt to EBITDA
beyond the 2.5x limit. We also understand that the company expects
its leverage to remain well below its limit through-the-cycle."

S&P said, "We note the group's reported leverage differs materially
from the S&P Global Ratings-adjusted ratio. This is because we
compute leverage post IFRS 16, we only net a portion of cash, and
adjust debt for factoring, and EBITDA for some one-off costs. For
this reason, our adjusted leverage was 2.8x as of December 2023,
compared with 1.3x in the company's reporting, while the company's
2.5x limit roughly corresponds to 4.0x under our adjustments. On
the other hand, we do not expect the company to pay out material
dividends over our forecast horizon, also given the limitations
under the terms and conditions of the perpetual shareholder loan."

Puma Energy operates in high-risk countries, but good geographic
diversification offers a hedge.   The company generates more than
three quarters of its gross profits in countries that S&P assesses
as having high or very high country risk. A high or very high
country risk assessment reflects the significant economic,
institutional, financial market, and legal risks arising from doing
business in these countries. For Puma Energy, this translates into
additional operational and financial challenges compared with
companies operating in lower risk countries. These include higher
political risks, including expropriation risk and volatility of
regulatory frameworks, and additional economic and monetary
challenges. All these risks could ultimately translate into
additional losses, increasing the volatility of performance. For
example, in 2021, the group had to exit Myanmar following the civil
war, resulting in significant impairment. That said, the group has
various insurance policies in place and benefits from good
geographic diversification, with operations in 35 countries and no
country accounting for more than 15% of gross profit. This offers a
natural hedge to country specific issues, which are often
idiosyncratic. Moreover, the company operates in a strategic
sector, providing an essential commodity to the economy. S&P
believes this provides the local governments and central banks a
strong incentive to make the business viable in their countries.

The group has significant cash sitting at subsidiaries in local
currencies.   As of Dec. 31, 2023, Puma Energy had total
cash-on-balance sheet of $495 million, of which only $256 million
was held in U.S. dollars and only $215 million was sitting at the
issuer level. Given the significant amount of cash held in
countries and currencies where convertibility and repatriation
could be challenging, and that this is not fully offset by an
equivalent amount of local currency debt, we apply a conservative
cash haircut of $170 million when calculating adjusted leverage.
This includes the cash sitting in Papua New Guinea and our estimate
of cash denominated in other weak currencies, not offset by an
equivalent amount of local currency debt. S&P said, "We will update
the haircut in the future, if the balance of currencies varies
materially. We also note the group suffers from a structural
currency mismatch, generating the great majority of revenue in
local currency, while having about 90% of total debt denominated in
U.S. dollars."

That said, the group generates about 75% of its profits in
regulated markets, where the dollar gross profit is to some extent
protected by the regulators. Puma Energy has a good track record in
managing FX risk and upstreaming cash, using natural and financial
hedges, inter-company loans, and leveraging on the strategic
importance of fuel to be able to pay its own supplies in dollars.
The company also has an undrawn dollar-denominated revolving credit
facility (RCF) that could be used if needed.

S&P said, "Puma Energy has operational and financial links with
Trafigura, but we consider it a stand-alone entity from a rating
perspective.   Leading commodity trader Trafigura first bought a
50% stake in Puma Energy in 1997 and then subsequently increased
its stake on different occasions to reach 97% in 2021. The two
companies share significant operational links. Trafigura provides
Puma Energy with above 80% of its total oil supplies and executes
price hedges on its behalf, although we understand all supply
agreements must be defined on an arm's length basis. We believe
these supply agreements, together with access to its
infrastructure, secure Puma Energy's supplies in volatile market
conditions. In the past, Trafigura also provided significant
financial support to its subsidiary during periods of financial
stress. This included $82 million of commercial support during the
COVID-19 pandemic, the indirect financing of the Angola sale, a
$500 million rights issue in 2021, and a $390 million
payment-in-kind subordinated shareholder loan in 2020. This was
later converted into a $420 million perpetual no-interest
subordinated loan that we treat as equity according to our
criteria.

"That said, we consider Puma Energy to be a nonstrategic subsidiary
of Trafigura. This is because of its limited size compared with
Trafigura's traded volumes, as well as our understanding that
Trafigura does not have a long-term holding period and could
dispose of a minority or majority stake at any time to maximize its
equity value. We usually view investments by global traders as
opportunistic. For this reason, we do not factor any positive or
negative rating impact from Trafigura's ownership, and our
long-term issuer credit rating on Puma Energy is at the same level
as our stand-alone credit profile assessment.

"The stable outlook reflects our expectation that Puma Energy's
gross profit will stabilize at around $1.0 billion, and its
adjusted EBITDA at $400 million-$500 million over 2024-2027, while
the group will generate annual FOCF after leases of about $100
million, and keep its adjusted debt to EBITDA well below 4.0x, in
line with its financial policy."

Downside scenario

S&P could lower the ratings if Puma Energy's operating performance
weakens or if management adopts a more aggressive financial policy,
leading to a deterioration in credit metrics such that:

-- S&P Global Ratings-adjusted debt to EBITDA structurally
approaches 4x;

-- Reported FOCF after leases deteriorates significantly; or

-- Earnings and cash flows suffer from higher volatility than
expected, due to increased political and currency risks.

Upside scenario

S&P could raise the ratings if:

-- The company builds a track record of debt to EBITDA remaining
sustainably below 3.0x, driven by a commitment to a more
conservative financial policy; and

-- FFO to debt strengthens to above 30%, reflecting enhanced
financial flexibility.

S&P said, "Environmental factors are a negative consideration in
our analysis, in line with its peers in the fuel distribution
sector. We see a potential long-term trend of lower fuel volumes
because of improving fuel efficiency of new vehicles and slow
migration toward alternative energy sources. However, for now, Puma
Energy is less exposed to the transition to electric vehicles
compared to its peers operating in developed countries, since
petrol remains the main source of energy across Africa and Central
America.

"Governance factors are also a moderately negative consideration in
our analysis. The group generates more than three quarters of its
gross profits in countries with a high or very high country risk
assessment, exposing its management and governance to additional
challenges and risks, in our view."




===============
S L O V E N I A
===============

AGIS TECHNOLOGIES: Enters Into Receivership
-------------------------------------------
STA reports that the Ptuj District Court placed car parts
manufacturer Agis Technologies into receivership on Monday,
November 4, 2024 following the company's request for receivership
on October 30, 2024.

According to STA, creditors have until February 4, 2025, to file
their claims, as stated on the AJPES legal records agency website.

Agis Technologies is a manufacturer of car parts in Slovenia.




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

ARDAGH METAL: S&P Lowers Sr. Unsecured Notes Rating to 'CCC'
------------------------------------------------------------
S&P Global Ratings lowered its issue rating on the senior unsecured
notes issued by Ardagh Metal Packaging Finance PLC to 'CCC' (from
'CCC+'). S&P also lowered its recovery rating to '5' from '4'. This
reflects its expectations of modest recoveries (10%-30%; rounded
estimate of 25%) in a default scenario. All other ratings remain
unchanged.

Ardagh Metal Packaging S.A. raised two new loans in October 2024.
On Sept. 24, 2024, Ardagh Metal Packaging S.A. entered into an
agreement for a new five-year EUR269 million ($300 million
equivalent) senior secured term loan provided by Apollo. The loan
is secured on a pari passu basis alongside AMP's existing senior
secured green notes maturing in 2027 and 2028.

On Oct. 7, 2024, Ardagh Metal Packaging S.A. entered a new credit
facility with Banco Bradesco S.A. in Brazil (the "Bradesco
Facility") for R$500 million (approximately $90 million). The
facility remains undrawn as of now. Ardagh Metal Packaging S.A.
can--until Sept. 30, 2025--make drawings under this facility, which
becomes due in September 2028. Once drawn, the loan will be
partially secured by equity interests of certain AMP's
subsidiaries.

The new loans support the group's liquidity.  Ardagh Metal
Packaging S.A. raised these two new loans to support its liquidity
and used the proceeds from the Apollo loan to repay drawings under
its asset-backed loan.

S&P said, "Our liquidity assessment for Ardagh remains adequate. We
expect liquidity sources to cover liquidity uses by more than 1.2x
in the 12 months started Sept. 30, 2024. That said, we anticipate
liquidity to come under pressures as we approach August 2026, when
$2.57 billion of notes fall due.

"Both loans rank ahead of the unsecured notes and thereby lower our
estimated recovery prospects for these notes.   We view both new
loans as prior ranking to Ardagh Metal Packaging Finance PLC's
unsecured notes. The latter include the EUR500 million 3% senior
unsecured green notes due September 2029 and the $1.05 billion 4%
senior unsecured green notes due September 2029. As a result, our
estimated rounded recovery prospect on these notes declines from
30% to 25%. This leads to a change in the recovery rating of the
unsecured notes to '5' (from '4) and a change in the issue rating
of the unsecured notes to 'CCC' (from CCC+)."

Ardagh Group S.A., ARD Finance S.A., Ardagh Packaging Holdings
Ltd., Ardagh Packaging Group Ltd., and Ardagh Packaging Finance
PLC

The negative outlooks on Ardagh Group S.A., ARD Finance S.A., and
the rated glass packaging subsidiaries reflect our expectation that
the group could undergo a distressed exchange within the next six
months.

S&P said, "Upon completion of any potential buybacks of the senior
unsecured notes issued by Ardagh at below par, we would move our
long-term issuer credit rating on Ardagh and its subsidiaries to
'SD' (selective default).

"Following the transaction, we will evaluate its benefits for
Ardagh's financial risk profile, credit metrics, and financial
policy. This includes the effect of the transaction on the group's
capital structure after the transaction and its ability to meet
future debt repayments."

Ardagh Metal Packaging Finance PLC

S&P said, "The stable outlook on Ardagh Metal Packaging Finance PLC
reflects our expectation that any selective default at Ardagh due
to distressed debt purchases funded by the exchange loan would not
hinder our rating on Ardagh Metal Packaging Finance PLC to the same
extent as other group entities. That said, we do not view such
contagion risk as immaterial, notably when it comes to the
sensitivity and confidence of capital markets toward AMP.
Therefore, we consider a 'CCC+' long-term issuer credit rating on
Ardagh Metal Packaging Finance PLC as appropriate until all latent
group-related risks are resolved. We expect AMP will continue to
generate positive cash flows in the next 12 months and pay
dividends to Ardagh Group."

S&P could lower its long-term issuer credit rating on Ardagh Group
S.A. if:

-- EBITDA margins or free operating cash flow (FOCF) generation
failed to improve materially;

-- S&P thinks that the group would struggle to refinance its large
debt maturities at an affordable price; and

-- Its financial policy became more aggressive, for example if it
undertook a large debt-funded acquisition or distributed high
dividends.

S&P could lower its long-term issuer credit rating on Ardagh Metal
Packaging Finance PLC if there is an increased risk of Ardagh Group
not being able to refinance its senior secured notes due in 2026 at
an affordable price, which, in turn, heightens negative market
sentiment on capital market for AMP.

S&P could revise its outlook on Ardagh Group S.A. to stable if:

-- S&P does not expect any debt buy-backs;

-- The group refinances its 2026 upcoming notes; and

-- S&P expects a material improvement in adjusted sustainable
FOCF. This will most likely include a recovery in EBITDA margins
closer to historical levels.

S&P could raise its long-term issuer credit rating on Ardagh Metal
Packaging Finance PLC if:

-- Ardagh Group refinances its senior secured notes due in 2026,
removing most of the latent risks from group-related entities for
AMP; and

-- AMP maintains positive cash flows and gradually reduces its
leverage.


CASTELL 2022-1: S&P Raises Class F-Dfrd Notes Rating to 'BB+(sf)'
-----------------------------------------------------------------
S&P Global Ratings raised to 'AA (sf)' from 'A+ (sf)', to 'A+ (sf)'
from 'BBB+ (sf)', to 'BBB (sf)' from 'BB+ (sf)', and to 'BB+ (sf)'
from 'B+ (sf)' its credit ratings on Castell 2022-1 PLC's class
C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes, respectively. At the same
time, S&P affirmed its 'AAA (sf)' rating on the class A Loan and
its 'AAA (sf)' and 'AA+ (sf)' ratings on the class A and B-Dfrd
notes, respectively.

The upgrades of the class C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes
reflect that while arrears performance has deteriorated since its
previous review, credit enhancement for these notes has increased
significantly due to prepayments and the transaction's sequential
amortization. Loan-level arrears stand at 7.7%, up from 4.3% at our
previous review. Arrears of greater than or equal to 90 days
currently stand at 4.8%, up from 1.9% at the previous review. Both
metrics exceed S&P's U.K. prime RMBS index, where total arrears
stand at 0.8% and severe arrears at 0.36%. S&P reflected this in
our originator adjustment.

The one-month annualized constant prepayment rate has averaged
17.5% since S&P's previous review, and, on average, has been
slightly lower than our U.K. prime index over the same period.
Prepayments have increased credit enhancement for the class A to
F-Dfrd notes, offsetting the increased arrears.

The liquidity reserve fund remains at its target as it has since
closing, and all losses have been cleared via excess spread.

Overall, since S&P's previous review, the weighted-average
foreclosure frequency (WAFF) has increased at all rating levels.

The pool's weighted-average indexed current loan-to-value (LTV)
ratio has declined by 4.8 percentage points since S&P's previous
review due to steadily increasing house prices. This has benefited
its WAFF assumptions as the LTV ratio applied is calculated with a
weighting of 80% of the original LTV ratio and 20% of the current
LTV ratio. However, this was offset by increased total loan-level
arrears of 3.4 percentage points with an increase of 2.9 percentage
points for 90+ days arrears.

The pool's weighted-average loss severity (WALS) has decreased at
all rating levels due to steadily increasing house prices. This has
lowered the pool's weighted-average indexed current LTV ratio.

  Table 1

  Portfolio WAFF and WALS
                                                 Base foreclosure
                                                   frequency
                                                   component for
                                                   an archetypical

                                      Credit       U.K. mortgage
  Rating level   WAFF (%)   WALS (%)  coverage (%) loan pool (%)

  AAA            26.87      85.34     22.93         12.00

  AA             19.95      78.89     15.73          8.00

  A              16.33      64.38     10.51          6.00

  BBB            12.65      53.19      6.73          4.00

  BB              8.98      43.55      3.91          2.00

  B               8.06      34.28      2.76          1.50

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

S&P said, "We affirmed our 'AAA (sf)' ratings on the class A notes
and A Loan because our credit and cash flow results indicate that
the available credit enhancement continues to be commensurate with
the assigned ratings.

"The rating on the class B-Dfrd notes is below the rating indicated
by our cash flow analysis. These notes are rated according to the
payment of ultimate interest and principal, and interest can
therefore defer on these notes when they are not the most senior
class of notes outstanding. The presence of interest deferral
mechanisms is, in our view, inconsistent with the definition of a
'AAA' rating. We therefore affirmed our 'AA+ (sf)' rating on this
class of notes.

"The rating on the class C-Dfrd notes is below the rating indicated
by our cash flow analysis. The level of credit enhancement for this
class of notes is significantly lower than that for the class
B-Dfrd notes, which we believe warrants a differential in rating
between the class B-Dfrd and C-Dfrd notes. We therefore raised to
'AA (sf)' from 'A+ (sf)' our rating on this class of notes.

"Our ratings on the class D-Dfrd, E-Dfrd, and F-Dfrd notes are in
line with our sensitivity runs considering higher defaults. The
ratings consider the negative arrears trend since the previous
review and the junior position of these notes in the capital
structure. We raised our ratings to 'A+ (sf)' from 'BBB+ (sf)', to
'BBB (sf)' from 'BB+ (sf)', and to 'BB+ (sf)' from 'B+ (sf)' on the
class D-Dfrd, E-Dfrd, and F-Dfrd notes, respectively."

Macroeconomic forecasts and forward-looking analysis

S&P expects interest rates in U.K. to remain higher for longer than
previously expected.

S&P said, "We consider the borrowers to be prime and as such expect
them to demonstrate some resilience to higher interest rates. At
the same time, 63% of the pool is paying a fixed rate of interest
on average until 2027 and hence are not directly impacted by a
prolonged period of higher interest rates.

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

"We therefore ran eight scenarios with increased defaults and
higher loss severity up to 30%. The results of the sensitivity
analysis indicate a deterioration of no more than two notches on
the notes, which is in line with the credit stability
considerations in our rating definitions."

Sensitivities with extended recovery timing show little
deterioration.

The transaction is backed by a pool of second-lien owner-occupied
mortgage loans secured on properties in England, Scotland, and
Wales.


CHRYSAOR BIDCO: S&P Assigns 'B' ICR, Outlook Stable
---------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to fund
administration services provider
Chrysaor Bidco S.a.r.l. (operating as Alter Domus) and its 'B'
issue and '3' recovery ratings to the group's term loan B (TLB).

The stable outlook reflects S&P's expectation that the increasingly
complex global regulatory and tax landscape, strong underlying
market growth, and market share gains will support Alter Domus'
growth, resulting in leverage of about 5.9x by year-end 2024 and
below 5x by year-end 2025, with funds from operations (FFO) cash
interest coverage to remain above 2x and free operating cash flow
(FOCF) above EUR60 million.

The rating action follows Cinven's acquisition of a majority stake
in fund administration services provider Alter Domus.   To finance
the transaction, Alter Domus's parent company, Chrysaor Bidco,
issued a EUR1.35 billion senior secured TLB, split into euro and
U.S. dollar tranches. Cinven now owns 54% of voting rights, and the
existing shareholders remain invested: the founders of the company
hold 27%, Permira Advisers LLP holds 19%. Cinven also made a
significant equity contribution.

S&P said, "Our financial risk profile assessment incorporates high
debt on a pro forma basis at the end of 2024.  We expect adjusted
debt of approximately EUR1.45 billion at December 2024. In addition
to the EUR1.35 million TLB issuance, we adjust for operating leases
liabilities (EUR85 million). We do not net cash available from our
debt calculations, given the financial sponsor ownership. We also
exclude from our debt calculation the preference shares issued by
Chrysaor Topco S.a.r.l. and subscribed by each shareholder (in
proportion to their voting rights) because we consider these to be
equity-like. The preference shares lack a maturity date, are
subordinated to all other liabilities, and are aligned with the
financial owners' economic incentives.

"As a result, we forecast adjusted debt to EBITDA will be about
5.9x by end-2024 and will decrease to below 5.0x by end-2025.  
This will be driven by the EBITDA increase and excludes any
potential mergers and acquisitions (M&A). The still-resilient FFO
cash interest coverage also supports the rating; we project this
ratio will exceed 2.0x in 2024 on a pro forma basis and will reach
2.9x in 2025. Given the moderately low capital-intensity of the
business and its tight working capital management, we assume strong
pro forma FOCF of EUR63 million in 2024 and FOCF of EUR114 million
in 2025. Strong FOCF supports the group's credit quality.

"The ratings are constrained by Alter Domus' financial-sponsor
ownership.  We assess Cinven and Permira as financial sponsors,
although we understand that they do not act in concert. We
typically expect financial sponsors to tolerate high leverage and
implement aggressive shareholder returns policies, even though in
this case the founders and management still own significant voting
rights (31%). Alter Domus aims to operate with company-reported net
leverage below 5x--it tolerates an increase to 5.75x to accommodate
its M&A policy and aims to reduce leverage to below 5x within the
12-18 months after an acquisition.

"We view Alter Domus' business risk profile as fair.  It is
supported by the company's leading position as a provider of fund
administrative services, its recurring revenue base, and good
geographic and customer diversification."

Alter Domus benefits from excellent revenue visibility.  The
company generates most of its revenue from providing formation,
domiciliation, and ongoing maintenance services for fund entities.
The company's services have high-value-added for its customers
because the complexities of the global regulatory and tax landscape
make certain jurisdictions more attractive than others when forming
a fund. This makes the revenue base largely stable. More than 94%
of revenue is considered to be recurring because the company
provides services throughout the life of each fund--more than 15
years, on average. Alter Domus has very low churn rates of about
2%, a net promoter score of 38 and an average client relationship
lasting 12 years with its top 20 clients. This underpins its strong
reputation, the satisfaction of its clients with the services
provided, as well as some degree of entrenchment within its
clients' operations. The latter implies that should clients wish to
change service provider, they would incur some switching costs.
Alter Domus's ability to develop its own software enhances its
ability to entrench itself within its clients' operations.

Alter Domus operates in an industry with very strong growth
prospects.  The company's addressable end markets are estimated to
amount to EUR8.1 billion as of end-2024. The size of its markets
had a 14% compound annual growth rate (CAGR) over 2017-2022 and an
11% CAGR over 2022-2023. Markets are forecast to grow at a CAGR of
12% over 2023-2028 because of steady growth in assets under
management (AUM) in alternative asset classes, combined with higher
outsourcing penetration and pricing as regulation becomes
increasingly complex. With its geographical overweight toward the
fastest growing markets (Luxemburg and the U.S.), activity
overweight toward the fastest-growing service lines (fund
administration services), and a client base that includes almost
all of the 30 largest fund managers in the world, Alter Domus is
well positioned to grow above market rates in the coming years.

Alter Domus is well diversified in terms of client base and
geographies.  Its top 10 clients represented about 20% of revenue
generation in 2023. However, Alter Domus often manages dozens of
structures for each client, under different contracts. This reduces
its reliance on a single customer. The company has a sufficiently
diversified geographic footprint, generating 41% of revenue in the
U.S., 37% in Luxemburg, 16% in Europe, the Middle East, and Africa
(EMEA), 5% in the Asia-Pacific region, and the remaining 1% through
the data and analytics division, which is not allocated to a
specific geographic location. S&P views as positive the rebalancing
of revenue toward the U.S. in recent years, which was accelerated
by the acquisition of Strata in 2021.

Alter Domus's business model is fairly cash generative.  S&P said,
"Working capital changes are linked to the high revenue growth of
the company and we expect outflows of about EUR25 million a year
from 2025. Capex requirements are moderate at 3%-4% of revenue,
with maintenance capex amounting to about 1% of revenue. We think
Alter Domus will comfortably generate pro forma FOCF of EUR63
million in 2024 and FOCF of EUR114 million in 2025."

Alter Domus operates in a fragmented niche market and is of
moderate size.  S&P said, "Alter Domus' EUR7 billion addressable
market is relatively small compared with those of other business
services companies we rate more highly. We estimate its revenue at
EUR842 million and adjusted EBITDA at EUR245 million in 2024--Alter
Domus is thus moderate in scale compared with competitors such as
Vistra Holdings Ltd. Furthermore, apart from a notable 17% market
share in Luxemburg, Alter Domus does not boast significant market
shares in other geographies, compared with much larger reputable
players such as State Street Corp. or SS&C Technologies Holdings
Inc. This underlines the fragmented and competitive landscape.
These factors, alongside Alter Domus' limited business
diversification and exposure to shifts in the regulatory and tax
landscape, which it relies on to bring value to customers,
constrain its business risk profile, in our view."

S&P said, "We think Alter Domus's profitability will improve from
its relatively weak level in the coming years.  Our adjusted EBITDA
margins for the company have been 20%-25% in recent
years--significantly lower than the roughly 35% achieved by its
industry-leading peers." In addition, the company's contract
structure does not fully protect it against inflation. In 2022, for
instance, adjusted margins dropped by 350 basis points to 22.2%,
compared with 2021. Only 45% of contracts have a variable
remuneration element built in. Although Alter Domus can increase
prices for the remaining 55%, the increase occurs after a lag.
Furthermore, Alter Domus operates in a labor-intensive industry
that requires relatively highly skilled employees. Such employees
are a scarce resource, resulting in high wage inflation to retain
talents.

Alter Domus is exposed to regulatory and reputation risks.  These
are customary constraints faced by all fund administration service
providers. They could result in significant legal liabilities,
although this has not yet been the case for Alter Domus. The risks
underline the need to put adequate practices and controls in place
within the company and act as a barrier to entry.

S&P said, "The stable outlook reflects our expectation that the
increasingly complex global regulatory and tax landscape, strong
underlying market growth and market share gains will support Alter
Domus' growth. We expect revenue to increase by 18% in 2024 and 15%
in 2025 and our adjusted EBITDA margins to significantly expand to
29% in 2024 and 32% in 2025. These developments should enable the
company to support leverage of about 5.9x by year-end 2024, falling
to about 4.6x by year-end 2025 (unless it undertakes a large
debt-funded acquisition). In addition, we anticipate FFO cash
interest coverage to remain above 2x and FOCF above EUR60 million
over the forecast period.

"We could lower the rating on Alter Domus if we observed a material
deterioration in EBITDA margins, resulting from operational
obstacles, delays in the implementation of cost-saving programs,
and higher-than-expected exceptional costs. This would, in turn,
lead to weaker operating cash flow and an inability to
deleverage."

S&P could also lower the rating if:

-- FFO cash interest coverage declined sustainably and materially
below 2.0x;

-- FOCF after lease payments became negative without prospects for
turning positive again;

-- Alter Domus faced liquidity issues and tighter covenant
headroom; or

-- The group undertook an aggressive transaction, such as a large
debt-funded acquisition, or paid cash returns to shareholders,
resulting in substantial and sustained releveraging to above 8x.

S&P said, "We see an upgrade as unlikely in the short term as we
regard the company's financial policy as a deleveraging constraint.
However, we could raise the rating if Alter Domus sustained revenue
and EBITDA growth such that adjusted debt to EBITDA falls and stays
below 5x. Under this scenario, an upgrade would depend on a strong
commitment from Cinven to maintain credit metrics at those levels.

"We could also raise the rating if Alter Domus continues to expand
in scale and scope, thereby developing a record of markedly higher
EBITDA and EBITDA margins of about 35%, as adjusted by S&P Global
Ratings.

"Environmental and social credit factors have no material influence
on our rating analysis of Alter Domus. Despite operating in an
industry where regulatory and reputation risks are material, the
company has not incurred any large legal liabilities.

"Governance is a moderately negative consideration in our credit
rating analysis of Alter Domus, as it is for most rated entities
owned by private-equity sponsors. We believe that the group's
highly leveraged financial risk profile points to corporate
decision-making that prioritizes the interests of the controlling
owners. This also reflects the private-equity sponsors' generally
finite holding periods and focus on maximizing shareholder
returns."


COMET BIDCO: S&P Affirms 'B-' LT ICR & Alters Outlook to Positive
-----------------------------------------------------------------
S&P Global Ratings revised its outlook on Comet Bidco Ltd., parent
of Clarion Events, to positive and affirmed its 'B-' long-term
issuer credit rating, along with its 'B-' issue rating on its
senior secured debt. The '3' recovery rating on the debt facilities
remains unchanged, indicating its expectation of about 65% recovery
in the event of a default.

The positive outlook reflects S&P's expectation that continued
robust organic revenue and EBITDA growth, as well as successful
integration of the recently concluded acquisition, could allow
Clarion Events to reduce adjusted leverage to below 6.0x and FOCF
to debt to above 5% in fiscal 2026.

S&P said, "The outlook revision reflects the positive momentum in
the company's trading and our expectation for financial metrics to
improve in the next 12 months.  The forecast reflects our
expectation that strong performance of trade shows and events in
North America, Europe, and Asia, as well as normalized economic
growth in China, will support the company's financial metrics and
deleveraging. We expect the company's fiscal 2025 revenue to
increase by 5% to £455 million, further growing to £548 million
in fiscal 2026. We expect strong organic growth in North America
and Europe, the Middle East, and Africa (EMEA) on the back of
strong demand for in-person events and rising attendee numbers.
This is proven by Clarion Events' results for the second quarter of
fiscal 2025 during which North America revenue increased by 16.5%
and EMEA revenue increased by 34%. This will be slightly restrained
by weaker performance of shows in China due to economic slowdown.
We forecast fiscal 2025 adjusted EBITDA will slightly decrease to
£130 million from £136 million a year before, owing to the
Chinese market's underperformance, as well as a lack of biennial
events. However, from fiscal 2026 we expect solid organic revenue
growth and additional EBITDA from the recent acquisition of
Infocast (Information Forecast Inc.). We estimate fiscal 2026
EBITDA of around £160 million, leading to S&P Global
Ratings-adjusted leverage below 6.0x and an improved FOCF-to-debt
ratio to above 5%.

"The acquisition of Infocast will initially increase Clarion
Events' leverage, although we believe it will improve its scale and
presence in energy events.  On Oct. 24, 2024, Clarion Events
completed the acquisition of Infocast, the U.S.-based renewable
energy events' organizer. The deal was partially financed through
the upsize of the existing TLB2 senior secured facility by $100
million (£76 million equivalent). We estimate that this
transaction will bring in up to £10 million of additional EBITDA
annually from fiscal 2026 and strengthen Clarion Events' scale and
scope and presence in its energy events portfolio. The debt
financing of the acquisition will lead to a temporary hike in
adjusted leverage of around 7.0x in fiscal 2025 (but we expect
leverage could reduce comfortably below 6.0x in fiscal 2026 if the
company operates in line with our base case and smoothly integrates
Infocast in its operations."

Variability of revenue from biennial events will continue to affect
the company's profitability and cash flow generation, although
remain solid.   Clarion Events' earnings and cash flows still vary
from year to year due to the effect from biennial events, like
Defense and Security Equipment International (DSEI), which takes
place in odd calendar years. However, the group's expansion through
acquisitions, such as Infocast recently, should enable Clarion
Events to generate more stable and solid cash flows. We now
forecast £26 million of FOCF in fiscal 2025 and up to £53 million
in 2026. Also, the asset-light nature of the group's business
supports Clarion Events' profitability and ability to adjust to the
constantly changing business environment. S&P expects the company's
EBITDA margin to remain around 30% in the forecast years.

Despite the strong medium-term outlook, Clarion remains exposed to
economic and geopolitical risks.   Global demand for trade shows
and exhibitions tends to have a broad correlation to macroeconomic
conditions and business confidence. Corporate event organizers can
be significantly affected during economic downturns since most of
such shows take place only once a year, meaning delay or
cancellation of shows could have a material impact. S&P Global
Ratings' economists forecast a cooling labor market in the next 12
months, so corporate event organizers' profitability could be
impacted if customers cut their budgets for nonessential business
travels and advertising. S&P said, "We also note Clarion Events'
exposure to a potential macroeconomic slowdown or escalation of
geopolitical risks in China and Hong Kong. Its Global Sources
division, operating in these regions, will contribute about 25% of
group revenue in fiscal 2025. We consider that Global Sources is
largely addressed to local exhibitors and attendees, it only has
moderate exposure to international trade."

S&P said, "The positive outlook reflects our view that Clarion's
S&P Global Ratings-adjusted leverage could reduce below 6.0x and
FOCF to debt improve sustainably above 5% by the end of fiscal 2026
on the back of continued robust organic revenue and EBITDA growth
and successful integration of the recently concluded acquisition."

Downside scenario

S&P could revise its outlook to stable if deleveraging is slower
than it currently expects, with adjusted leverage staying above
6.0x and FOCF to debt ratio remaining below 5%. This could happen
if we observe:

-- A slowdown in macroeconomic growth leading to cancellation or
postponement of shows or much lower show attendance.

-- A more aggressive financial policy than we currently expect,
for example with significant debt-funded acquisitions or dividend
distributions that would increase leverage.

Upside scenario

S&P could raise the rating if Clarion's credit metrics improve in
line with our current expectations, leading to adjusted leverage
below 6.0x and FOCF to debt sustainably above 5%. An upgrade would
also be subject to the company maintaining its financial policy and
exhibiting limited risks of a material re-leveraging through
mergers and acquisitions or debt-funded dividend distributions.


CREATIVE CEDAR UNLTD: Lender AHG Properties Appoints Receiver
-------------------------------------------------------------
The Currency reports that the lender, AHG Properties, that financed
Oakmount's planned hotel development in Birmingham has appointed a
receiver for the UK property and initiated legal action against
Paddy McKillen Jr in Ireland.

Company records reveal that Dublin-based AHG Properties Untld
appointed receivers Damian Webb and Christopher Lewis from London
to oversee Central Hall, an early 20th-century former Methodist
church and community center in Birmingham. The receivership became
effective on October 3, 2024, according to Creative Cedar Ltd, the
British company that owns the building, the report cites.

      About Creative Cedar Ltd.

Creative Cedar Ltd. operates in the residents property management
sector. It owns Central Hall development hotel in Birmingham.


MORTIMER BTL 2022-1: S&P Raises E-Dfrd Notes Rating to 'BB+(sf)'
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Mortimer BTL 2022-1
PLC's class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)', C-Dfrd notes
to 'AA- (sf)' from 'A+ (sf)', D-Dfrd notes to 'A (sf)' from 'BBB+
(sf)', and E-Dfrd notes to 'BB+ (sf)' from 'BB (sf)'. At the same
time, S&P affirmed its 'AAA (sf)' rating on the class A notes.

S&P said, "Our ratings address the timely receipt of interest and
ultimate repayment of principal for the class A notes, and the
ultimate receipt of interest and repayment of principal for the
other rated notes. Interest on each class, except the class A
notes, is deferrable until they become the most senior outstanding.
Previously deferred interest is due only at maturity.

"The rating actions follow our full analysis of the most recent
information received and reflect the transaction's current
structural features. Our review reflects the application of our
relevant criteria.

"The performance of the loans in the collateral pool since previous
review is stable. As of the August 2024 investor report, total
arrears are 1.99%, which is below our post-2014 buy-to-let (BTL)
total delinquencies index of 2.4% as of second-quarter 2024. No
losses have been recorded since closing. The three-month prepayment
rate as per the August 2024 investor report was 9.16%, below our
post-2014 U.K. BTL prepayment index of 14.9% as of the second
quarter of 2024. Given the good performance, we have reduced and
aligned the originator adjustment with recently rated
transactions."

The loans' amortization decreased the weighted-average current
loan-to-value ratio, slightly lowering the weighted-average
foreclosure frequency (WAFF) and weighted-average loss severity
(WALS) levels for all ratings.

  WAFF and WALS levels

  Rating level WAFF (%) WALS (%)

  AAA             24.40       48.73

  AA              16.27       40.94

  A               12.20       28.41

  BBB              8.13       20.59

  BB               4.07       14.88

  B                3.05        9.62

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

S&P's operational, legal, and counterparty risk analysis for the
transaction remains unchanged since its previous review.

The notes' sequential amortization has slightly increased available
credit enhancement for the class A to D-Dfrd notes. These tranches
also benefit from excess spread as a form of soft credit
enhancement. Meanwhile, the class E-Dfrd notes do not benefit from
any hard credit enhancement and rely only on excess spread as a
form of credit enhancement.

The liquidity reserve fund was fully funded at closing and is
currently at the target level.

S&P said, "Our cash flow model results improved compared with our
previous review, mainly because of build-up in credit enhancement
since our previous review and stable performance. Our upgrades
considered various factors, such as the notes' deleveraging, each
classes' relative position in the waterfall for receiving interest
and principal payments, the availability of the notes' hard and
soft credit enhancement, and our sensitivity analysis, which
includes our higher prepayments sensitivity testing due to the high
concentration of loans reverting in 2026.

"Considering all of these factors, we raised our ratings on the
class B-Dfrd, C-Dfrd, D-Dfrd, and E-Dfrd notes.

"Under our credit and cash flow analysis, the class E-Dfrd notes
can withstand our stresses at a higher rating level than that
currently assigned. However, we limited our upgrade considering the
junior-most position in the capital structure and the notes'
sensitivity to the higher prepayments sensitivity.

"Following our review, we concluded that our rating on the class A
notes remains robust at the current level despite the additional
sensitivities performed. We therefore affirmed our 'AAA (sf)'
rating on the class A notes."

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 the fourth quarter of 2024 to be 1.4%.

"We consider the borrowers in this transaction to be prime and as
such generally more resilient to inflationary pressure than
nonconforming borrowers. All borrowers in the pool are currently
paying a fixed rate of interest so are protected from the current
high interest rate environment.

"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. The class A to D-Dfrd notes remained
robust to these sensitivities but the class E-Dfrd notes were
sensitive in the higher prepayment scenarios."

The transaction is backed by a pool of buy-to-let mortgage loans
secured on properties in the U.K.


STRATTON HAWKSMOOR 2022-1: S&P Lowers Cl. F Notes Rating to CCC+
----------------------------------------------------------------
S&P Global Ratings lowered to 'BBB- (sf)' from 'BBB (sf)', to 'BB
(sf)' from 'BBB- (sf)', and to 'CCC+ (sf)' from 'B- (sf)' its
credit ratings on Stratton Hawksmoor 2022-1 PLC's class D-Dfrd,
E-Dfrd, and F-Dfrd notes, respectively. At the same time, S&P
affirmed its 'AAA (sf)', 'AAA (sf)', 'AA (sf)', 'A (sf)', 'CCC
(sf)', and 'CCC (sf)' ratings on the class A1, A2, B-Dfrd, C-Dfrd,
G-Dfrd, and X1-Dfrd notes, respectively.

The rating actions reflect the transaction's significant
deterioration in performance since closing. Total arrears currently
stand at 28.7%, up from 14.3% at closing. Arrears of greater than
or equal to 90 days currently stand at 21.5%, compared with 9.1% at
closing. Both metrics are above S&P's U.K. nonconforming RMBS index
for pre-2014 originations, where total arrears currently stand at
27.0% and severe arrears stand at 19.9%.

While credit enhancement for the asset-backed notes has increased
slightly, driven by prepayments and the fact that the transaction
is amortizing sequentially, the increase has not been significant
enough to offset the significant increase in arrears for the class
D-Dfrd to F-Dfrd notes.

S&P said, "Since our previous review, the weighted-average
foreclosure frequency (WAFF) has 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 on this transaction from the
originator adjustment that we applied at both closing and in our
previous reviews. The originator adjustment that we assigned at
closing in part reflected our view of a future deterioration in
arrears for the securitized assets. Because the arrears that we
previously projected have materialized, as evident from the
increase in arrears we have observed, we have reduced the
originator adjustment accordingly. The current originator
adjustment that we have assigned continues to reflect our
expectations of future collateral performance, but also reflects
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

                                      Credit       U.K. mortgage
  Rating level   WAFF (%)   WALS (%)  coverage (%) loan pool (%)

  AAA            59.11      28.81      17.03        12.00

  AA             52.18      22.78      11.89         8.00

  A              48.22      14.27       6.88         6.00

  BBB            43.80      10.11       4.43         4.00

  BB             38.77       7.62       2.95      2.00

  B              37.43       5.76       2.16         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 A1, A2, B-Dfrd, and
C-Dfrd notes continues to be commensurate with the assigned
ratings. We therefore affirmed our ratings on these classes of
notes."

The downgrades of the class D-Dfrd, E-Dfrd, and F-Dfrd notes
reflect the deterioration in cash flow results on these notes due
to the increased arrears.

S&P said, "The class F-Dfrd, G-Dfrd, and X1-Dfrd notes continue to
face shortfalls under our standard cash flow analysis at the 'B'
rating level. 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 increased our prepayment
assumptions in our 'low' interest rate scenario based on the
observed prepayment level, stressed actual fees in our cash flow
analysis, and did not apply spread compression.

"In the steady state scenario, where the current stress level shows
little to no increase and collateral performance remains steady,
the class F-Dfrd, G-Dfrd, and X1-Dfrd notes do not pass our 'B'
cash flow stresses. In our previous review, the class F-Dfrd notes
did not face shortfalls at our 'B' rating scenario in the steady
state, while the class G-Dfrd and X1-Dfrd notes did face
shortfalls. This deterioration for the class F-Dfrd notes is driven
by the higher WAFF.

"Therefore, in our view, payment of interest and principal on the
class F-Dfrd, G-Dfrd, and X1-Dfrd notes does depend on favorable
business, financial, and economic conditions. Therefore, a rating
in the 'CCC' category is appropriate for these classes of notes.

"We therefore lowered to 'CCC+ (sf)' from 'B- (sf)' our rating on
the class F-Dfrd notes and affirmed our 'CCC (sf)' ratings on the
class G-Dfrd and X1-Dfrd notes. The ratings we have assigned to
these classes of notes also reflect the class F-Dfrd notes'
seniority in the capital structure and larger credit enhancement.
We therefore believe that a one-notch differential within the 'CCC'
category is warranted between the class F-Dfrd notes, the class
G-Dfrd, and X1-Dfrd notes."

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, 100% of the borrowers are 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 therefore ran eight scenarios with increased defaults and
higher loss severities of up to 30%. The results of the sensitivity
analysis indicate a deterioration that is in line with the credit
stability considerations in our rating definitions.

"While there are failures in the sensitivity to extended recovery
timings, these failures are limited in both size and the number of
failing scenarios. We do not expect the recovery timings to be
elevated for the transaction's life."


UNITED HEALTHCARE: Moody's Cuts Rating on 2036 Secured Bonds to Ba2
-------------------------------------------------------------------
Moody's Ratings has downgraded to Ba2 from Baa3 the underlying
rating of the GBP138.4 million index-linked senior secured bonds
due in 2036 (the Bonds) issued by United Healthcare (Bromley)
Limited (Project Co). The outlook remains negative.

No rating action is taken on the A1 backed senior secured rating,
as the backed rating is derived from the financial guarantee
provided by Assured Guaranty UK Limited (A1 stable).

Project Co is a special purpose company that in 1998 entered into a
60-year project agreement, with a first breakpoint at 2037 (year 35
post construction completion), with the Bromley Hospital NHS Trust,
which was assigned to King's College Hospital NHS Foundation Trust
(the Trust) in 2013, to design, construct and finance an acute
general hospital and a mental health unit in Orpington, Kent, and
provide certain facilities management (FM) and maintenance services
during the term of the Project Agreement (PA).

RATINGS RATIONALE

The rating action reflects Moody's view that the likelihood of
negative liquidity or financial repercussions on Project Co has
further increased as a result of recent developments. These include
the identification of material passive fire protection deficiencies
in the sample intrusive survey commissioned by the Trust earlier
this year, which add to the significant fire compartmentation
deficiencies detected in the surveys carried out in 2022-23 by
specialist providers commissioned by the Hard FM subcontractor.
Whilst Project Co advises that a recent review of the findings of
the Trust-commissioned survey by an independent chartered fire
engineer indicates that some of the identified deficiencies may not
be as significant as reported, in Moody's view, these could
increase the risks of protracted negotiations and uncertainties
around the extent of potential remedial works and associated costs,
which could further weigh on relationships between Project parties
and ultimately affect Project Co's financial profile.

In addition, centre of best practice surveys, including a full-site
intrusive fire survey as well as condition and compliance surveys,
are expected to be carried out, which could result in the
identification of further non-compliances requiring remediation
works and/or Service Failure Points (SFPs) or deductions. However,
Project Co advises that the Project parties' intention is to enter
into a standstill agreement, which would provide Project Co relief
from SPFs or deductions for any survey findings for a period
subject to an agreed programme which considers access and
complexity of works. Moody's also understand that the Trust has
recently brought in independent third-party consultancy P2G LLP to
assist with these matters. In Moody's view, this elevates the risk
of further strain on relationships between Project parties and of
the Trust pursuing adverse contractual actions.

Project Co continues to expect any remediation costs which are not
the responsibility of the Trust to be fully borne by the Hard FM
subcontractor and associated deductions, if any, to be passed down
to the subcontractor. However, in Moody's view, the deterioration
of the financial situation of Vinci Limited, the parent company
guarantor under the Hard FM Agreement, could potentially reduce the
Hard FM subcontractor's ability or willingness to absorb
significant remediation costs or deductions. Should such costs not
be fully borne by the Hard FM subcontractor, these could weigh on
Project Co's liquidity and financial profile.

Not with standing the above, the Ba2 underlying rating continues to
benefit from: (1) the availability-based revenue stream and benign
payment mechanism under the long-term PA with the Trust, and (2)
the credit strength of the Trust supported by a Deed of Safeguard
provided by the Secretary of State. However, the underlying rating
remains constrained by (1) Project Co's high financial and
operational leverage, albeit partly mitigated by protection against
cost volatility through contractual pass-through of costs and
benchmarking / market testing provisions; and (2) the absence of a
traditional maintenance reserve account, although  partially
mitigated through Project Co's full pass through of lifecycle risk
and the use of a dynamic lifecycle reserve account, which is
currently overfunded due to significant amounts corresponding to
deferred lifecycle works having been reserved.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the risks that (1) the Trust might
seek to pursue adverse contractual remedies or impose significant
deductions as a result of the fire compartmentation deficiencies
already identified and/or any potential future findings resulting
from the planned centre of best practice surveys, particularly if
Project parties fail to enter into a standstill agreement providing
protection against such remedies; (2) remediation costs to rectify
deficiencies could weigh on Project Co's liquidity and financial
profile if they were not be fully borne by the Hard FM
subcontractor; (3) P2G's involvement could result in further
relationship strain and in a more adversarial approach; (4) the
level of deductions and SFPs for both Hard and Soft FM, which
remain to be agreed from January 2022 and January 2023,
respectively, might be revised upwards, and the resulting
uncertainty as to whether they could lead to breaches of
contractual thresholds; and (5) Project Co might have to assume
increased risks related to Lifecycle and Hard FM and/or face
increased costs should the Hard FM Services Contract be
terminated.

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

Given the negative outlook, Moody's currently do not envisage any
upward rating pressure. The outlook could be changed to stable if:
(1) the Trust did not seek to pursue adverse contractual actions as
a result of the fire compartmentation deficiencies and/or the
alleged continued breaches of PA obligations by the Hard FM
subcontractor; (2) the fire compartmentation defects were fully
rectified without a negative impact on Project Co's liquidity or
financial profile; (3) the parties entered into a standstill
agreement providing comprehensive protection against Trust
contractual remedies for any centre of best practice survey
findings; (4) the centre of best practice surveys did not identify
significant remediation works; (5) the deduction and SFP levels
which remain to be agreed were not revised significantly upwards;
(6) operating performance improved on a sustained basis; and (7)
relationships between Project parties became more collaborative,
with the ongoing disagreements between the Trust and the Hard FM
subcontractor resolved without termination of the Hard FM Services
Contract and no adverse impact on Project Co's financial metrics.

Conversely, Moody's could downgrade the rating if: (1) the Trust
was to pursue adverse contractual remedies as a result of the fire
compartmentation defects; (2) the likelihood of Project Co having
to absorb any deductions or bear any remediation costs negatively
impacting its liquidity or financial profile increased; (3) the
alleged breaches of PA obligations were to result in Project Co
Events of Default under the PA and/or an increased risk of PA
termination; (4) the parties failed to enter into a standstill
agreement providing comprehensive protection against Trust
contractual remedies for any centre of best practice survey
findings; (5) the centre of best practice surveys identified
further deficiencies requiring significant remediation works; (6)
the deduction and SFP levels which remain to be agreed were revised
significantly upwards; (7) operating performance or relationships
further deteriorated; (8) the Hard FM Services Contract was
terminated, resulting in an increased likelihood of Project Co
having to assume increased risks related to Lifecycle and Hard FM
and/or face increased costs; or (9) the resolution of the current
issues between the Trust and the Hard FM subcontractor continued to
be delayed.

The principal methodology used in this rating was Operational
Privately Financed Public Infrastructure (PFI/PPP/P3) Projects
Methodology published in March 2023.



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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

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