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

                          E U R O P E

          Tuesday, November 19, 2024, Vol. 25, No. 232

                           Headlines



B E L G I U M

APOLLO FINCO: EUR348MM Bank Debt Trades at 15% Discount


F R A N C E

ALTICE FRANCE: $2.50BB Bank Debt Trades at 18% Discount
SOCO 1 SAS: Moody's Affirms 'B2' CFR, Outlook Remains Stable


G E R M A N Y

CBR SERVICE: Moody's Upgrades CFR to B1 & Alters Outlook to Stable


G R E E C E

ATTICA BANK: Moody's Ups LT Deposit Ratings to B1, Outlook Positive


I R E L A N D

ARBOUR CLO VII: S&P Assigns B- (sf) Rating to Class F-R Notes
MADISON PARK XVIII: Fitch Assigns B-sf Final Rating to Cl. F Bonds
PALMER SQUARE 2022-1: Fitch Affirms 'BB+sf' Rating on Two Tranches
RRE LOAN 3: Moody's Assigns Ba3 Rating to EUR18.05MM Cl. D-R Notes
SCULPTOR EUROPEAN VII: Fitch Puts 'B-sf' Final Rating to F-R Notes



L U X E M B O U R G

EOS US FINCO: $534.7MM Bank Debt Trades at 26% Discount
FOUNDEVER GROUP: EUR1BB Bank Debt Trades at 38% Discount
LUNE HOLDINGS: Fitch Cuts LT IDR, Sr. Sec. Rating to 'CCC+'


N O R W A Y

AXACTOR ASA: Moody's Cuts CFR to B3 & Sr. Unsecured Notes to Caa2


S P A I N

SANTANDER CONSUMO 7: Fitch Assigns Bsf Final Rating to Cl. E Notes


S W I T Z E R L A N D

SUNRISE COMMUNICATIONS: Moody's Assigns 'B1' CFR, Outlook Positive


U N I T E D   K I N G D O M

CLARA.NET HOLDINGS: GBP80MM Bank Debt Trades at 25% Discount
CPUK FINANCE: Fitch Affirms 'B' Rating on Second Lien Notes
LIBERTY GLOBAL: Moody's Withdraws 'Ba3' Corporate Family Rating
SW (FINANCE): Moody's Cuts Sr. Secured Ratings to Ba1

                           - - - - -


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B E L G I U M
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APOLLO FINCO: EUR348MM Bank Debt Trades at 15% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Apollo Finco BV is
a borrower were trading in the secondary market around 84.8
cents-on-the-dollar during the week ended Friday, November 15,
2024, according to Bloomberg's Evaluated Pricing service data.

The EUR348 million Term loan facility is scheduled to mature on
October 8, 2028.  

Apollo Finco BV was established in June 2021. It is a unit of
Apollo Bidco. The Company's country of domicile is Belgium.



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F R A N C E
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ALTICE FRANCE: $2.50BB Bank Debt Trades at 18% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 82.1
cents-on-the-dollar during the week ended Friday, November 15,
2024, according to Bloomberg's Evaluated Pricing service data.

The $2.50 billion Term loan facility is scheduled to mature on
August 14, 2026. About $580 million of the loan has been drawn and
outstanding.

Altice France provides wireless telecommunication services. The
Company offers fiber optic network solutions for all type of media.
Altice France serves customers in France.

SOCO 1 SAS: Moody's Affirms 'B2' CFR, Outlook Remains Stable
------------------------------------------------------------
Moody's Ratings affirmed the B2 long term corporate family rating
and B2-PD probability of default rating of Soco 1 SAS (Socotec or
the company). Moody's also affirmed the B2 rating on the EUR226
million senior secured revolving credit facility (RCF) due December
2027 and the EUR850 million senior secured term loan B due June
2028 which will be upsized to EUR955 million following the raising
of the proposed EUR105 million fungible add-on, both issued by
Holding Socotec SAS, a subsidiary of Soco 1 SAS. Concurrently
Moody's assigned a B2 rating to the proposed $502 million senior
secured term loan B due June 2028 to be issued by Holding Socotec
SAS and co-borrowed by Socotec US Holding, Inc. The outlook on both
entities remains stable.

Socotec will use the proceeds from the proposed add-on and new $502
million senior secured term loan B raised under Holding Socotec SAS
(with Socotec US Holding, Inc. acting as co-borrower for the
USD-denominated tranche) to fund near-term acquisitions, for
general corporate purposes, and refinance the existing $300 million
senior secured term loan B due June 2028 ($290 million outstanding
as of September 30, 2024). Moody's took no action on the existing
$300 million senior secured term loan B and expect to withdraw its
rating upon the closing of the refinancing.

RATINGS RATIONALE

"The affirmation of Socotec's B2 CFR reflects the fact that while
the contemplated near-term acquisitions which will be debt-funded
will increase Moody's adjusted gross leverage by an estimated 0.4x
to 6.0x on a pro forma basis for the transactions as of September
30, 2024 (based on IFRS unaudited results), the metric will remain
within the higher end of the 5.0x to 6.0x triggers set for the B2
rating", says Sebastien Cieniewski, Moody's Ratings lead analyst
for Socotec. When taking into consideration the full year impact of
all the acquisitions already closed in the last twelve months (LTM)
to September 30, 2024 the pro forma leverage will be lower at
around 5.8x as of the same date. Moody's project that Socotec will
continue to generate organic revenue and EBITDA growth at around
mid-single digit rates in 2025 and 2026 driven by volume growth and
moderate price increases. Socotec operates within the testing,
inspection, and certification (TIC) market which benefits from
long-term growth prospects due to megatrends, including the
acceleration of infrastructure development and renovation, the
impact of the environmental and energy transition on the built
environment, and electrification. However, Moody's do not consider
that this positive dynamic will result in any meaningful
de-leveraging over the period due to the company's ambition to
further consolidate its market position through debt-funded
acquisitions.

Additionally, the B2 CFR reflects (1) Socotec's leading position in
niche markets (asset integrity in construction and infrastructure
sectors) across 7 platform geographies; (2) its large customer base
with limited concentration and high retention rates; and (3) the
resilient nature of a majority of its activities which are
regulatory-driven or non-discretionary.

Nevertheless the rating remains constrained by (1) Socotec's high
leverage; (2) the geographical concentration of its operations in
Western Europe and in particular in France which accounted for 46%
of group revenues in 2023; (3) the concentration of its end-markets
with Building & Real Estate and Infrastructure & Energy accounting
for around 70% of group revenues in 2023; (4) the competitive
nature of the TIC market, with large global and regional
competitors, partially offset by barriers to entry; and (5) the
limited cash flow generation constrained by dividends and earnouts
payments.

LIQUIDITY

Socotec benefits from a good liquidity position supported by its
cash balance of EUR62 million and full availability under the
EUR226 million RCF as of September 30, 2024. Moody's project only
limited positive free cash flow (FCF) generation at between 2% to
3% of Moody's adjusted gross debt over the next two years. The
projected FCF reflects capital expenditures of around 3% of sales
(or 6% when including lease payments), limited year-on-year working
capital increase, dividend payments of between EUR40 million to
EUR50 million per annum over the period, as well as higher interest
payments due to the large debt add-ons. Despite the larger amount
of outstanding debt and increasing rates as existing hedges
gradually expire, Moody's project that Socotec will maintain an
interest coverage (adjusted EBITA/interest expense) at between 2.0x
to 2.5x. The company has no debt maturities until Holding Socotec
SAS' RCF falls due in December 2027, followed by its senior secured
term loan B in June 2028.

OUTLOOK

The stable outlook reflects Moody's expectation that Socotec will
sustain organic growth at around mid-single digit rates. Moody's
also assume that organic growth will be complemented by M&A
activity of reasonable size and price. The stable outlook also
reflects the fact that a disciplined approach to M&A will not
result in Moody's adjusted gross debt/EBITDA increasing above 6.0x
for a prolonged period of time.

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

Upward rating pressure could develop if the company maintains
mid-single digit organic revenue growth rates with growing margins,
improves its Moody's adjusted leverage to below 5.0x on a
sustainable basis, whilst improving its Moody's adjusted FCF/debt
to well above 5% and maintaining a good liquidity.

The ratings could be downgraded if the company's operating
performance deteriorates reflected among others by a slower organic
growth trending to zero or declining margins, Moody's-adjusted
leverage remains above 6.0x on a sustainable basis, Moody's
adjusted EBITA/interest expense weakens to well below 2.0x,
FCF/debt turns negative, or liquidity concerns arise. Negative
rating pressure could also arise in the event of significant
debt-funded acquisitions, evidence of difficulties in integrating
bolt-on acquisitions, or excessive shareholder distribution.

STRUCTURAL CONSIDERATIONS

The senior secured term loan B (including the proposed EUR105
million fungible add-on and new $502 million tranche) and the
EUR226 million RCF issued by Holding Socotec SAS (with Socotec US
Holding, Inc. acting as co-borrower for the USD-denominated
tranche) rank pari passu and benefit from guarantees from operating
subsidiaries that generate at least 80% of consolidated EBITDA and
from a customary security package, including pledge over shares in
certain subsidiaries, bank accounts and intercompany receivables.
The senior secured term loans and the RCF are rated B2 in line with
the CFR in the absence of any significant liabilities ranking ahead
or behind.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Socotec is a service provider within the TIC market with a strong
positioning in France and presence in other European countries
(notably the UK, Germany and Italy) and the US. Its services aim at
ensuring the integrity and performance of its clients' assets, the
people's safety and the compliance with regulatory standards in
force relating to quality, sanitation, health, safety and the
environment.




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G E R M A N Y
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CBR SERVICE: Moody's Upgrades CFR to B1 & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Ratings has upgraded CBR Service GmbH's (CBR or the
company) corporate family rating to B1 from B2 as well as the
probability of default rating to B1-PD from B2-PD. Concurrently,
Moody's have also upgraded the rating on the EUR470 million backed
senior secured notes due 2030 issued by CT Investment GmbH, a
subsidiary of CBR, to B1 from B2. The outlook on both entities has
been changed to stable from positive.

"The rating action reflects CBR's solid financial performance in
recent years and Moody's expectation that the company will
successfully maintain solid financial metrics", said Fabrizio
Marchesi, a Moody's Ratings Vice President - Senior Analyst and
lead analyst for the company. "CBR's rating also reflects Moody's
expectation that the company will refrain from any releveraging
transactions going forward", added Mr. Marchesi.

RATINGS RATIONALE

CBR has improved its financial metrics in recent years. Revenue
rose by 16% on a cumulative basis in the six years to December
2023, while company adjusted EBITDA of EUR151 million in 2023 was
52% above 2017 levels. As a result, Moody's-adjusted leverage
improved to 3.2x as of December 31, 2023 with Moody's-adjusted
(EBITDA less capex)/interest rising to 4.4x. Although cumulative
Moody's-adjusted free cash flow (FCF) generation has been broadly
break-even over the past five years, this reflects significant
dividend distributions to shareholders.

Moody's expect that CBR will deliver, on average, mid-single digit
top-line growth over the next 12-18 months, thanks to the expansion
of new brands, followed by low-single digit revenue gains
thereafter. Company adjusted EBITDA will remain at least stable
over this period. As a result, Moody's-adjusted leverage will
remain broadly flat at around 3.2x, a level which will allow the
company to generate around EUR70 million of Moody's-adjusted FCF
annually, before dividend payments. Although Moody's expect
dividend payments to continue, Moody's also recognise that these
are ultimately discretionary. The credit metrics are consistent
with a B1 rating.

CBR's rating is also supported by the company's solid margins;
asset-light business model; good logistics processes; strong online
business; and good liquidity.

Concurrently, the company's rating is constrained by the company's
modest scale and high degree of geographic concentration; exposure
to the highly competitive apparel market; limited, albeit slowly
improving, sales channel diversification; the cyclical nature of
the apparel industry; and exposure to changing consumer preferences
in the global fashion industry.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

CBR's rating reflects the impact of social risks including risks
related to responsible sourcing and product and supply
sustainability. The company largely relies on external suppliers
and this creates risks related to standards and practices of these
producers. While CBR has a long standing commitment to
sustainability and social progress, with transparent targets for
ongoing improvement, the increasing awareness and importance of
this topic for consumers and regulators is nevertheless important.

The company's B1 CFR also reflects governance risks related to
financial strategy and risk management as well as board structure
and policies. CBR is controlled by private equity firm Alteri
Investors (Alteri). The company has pursued a financial policy
characterised by a track record of large cash dividends funded by
operating cash flow, which have amounted to over EUR400 million
since 2018. The company's board structure and policies reflect
concentrated control and decision-making related to ownership by
private equity. As with other private companies, CBR has more
limited financial disclosures relative to publicly listed
companies.

LIQUIDITY

Moody's consider CBR's liquidity to be good. Liquidity is supported
by a cash balance of EUR57 million as of June 30, 2024 as well as
access to a EUR50 million undrawn revolving credit facility (RCF).
The RCF is subject to a leverage covenant which is tested if
outstanding borrowings under the RCF are equal to, or greater than,
40% of the overall size of the facility.

STRUCTURAL CONSIDERATIONS

The B1 rating of the EUR470 million senior secured notes due 2030
reflects their status as the largest debt instrument in CBR's
capital structure, ranking behind the EUR50 million super-senior
RCF. The senior secured notes and the RCF benefit from guarantees
from guarantor subsidiaries that represent around over 80% of CBR's
consolidated EBITDA. Both instruments are secured, on a
first-priority basis, by certain share pledges, security
assignments over intercompany receivables, and security over
material bank accounts. However, the notes are contractually
subordinated to the RCF with respect to the collateral enforcement
proceeds.

The probability of default rating of B1-PD reflects the use of a
50% family recovery assumption, which is consistent with a capital
structure including a mix of bond and bank debt.

RATING OUTLOOK

The stable outlook reflects Moody's view that CBR's revenue and
profitability will improve over the next 12-18 months and that CBR
will continue to generate significant positive cash flow before
dividend payments. The stable outlook also incorporates the
assumption that any cash dividends paid to shareholders will be
funded by operating cash flow, with no releveraging transactions.

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

Positive rating action would require CBR to significantly expand
its size and scale as well as significantly improve its
geographical diversification and reduce the concentration of its
distribution channels. This would also need to be accompanied by
good operational execution and improved financial performance, with
both revenue and EBITDA growth, such that Moody's-adjusted leverage
improves to below 2.5x, as well as improved Moody's-adjusted FCF
generation from current levels. Positive rating action would also
require a clearly articulated and formal financial policy which
targets leverage levels that are materially below current levels,
as well as a demonstrated track record of delivery of this policy.

Negative rating pressure could materialise if the company's
operating performance deteriorates as a result of, for instance, a
decline in like-for-like sales or a material decrease in profit
margins or Moody's-adjusted leverage rises towards 4.0x;
Moody's-adjusted (EBITDA– capex) / interest expense falls towards
3.0x, both on a sustainable basis. Negative pressure could also
develop if CBR were to pursue a more aggressive financial policy or
if the company was unable to maintain good liquidity.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Isernhagen, Germany, with revenue of EUR671
million and company-adjusted EBITDA (pre-IFRS16) of EUR151 million
in 2023, CBR is one of the leading German apparel companies.

The company operates under the following independent brands: Street
One (casual, fashionable clothing), Cecil (sporty, less figure
accentuating clothing), Street One Men (casual, fashionable
clothing for men) and since autumn 2024 Street One Studio (urban,
feminine, easy-to-wear style).



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G R E E C E
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ATTICA BANK: Moody's Ups LT Deposit Ratings to B1, Outlook Positive
-------------------------------------------------------------------
Moody's Ratings has upgraded all long-term ratings and assessments
of Attica Bank S.A. (Attica Bank) and Pancreta Bank S.A. (Pancreta
Bank). Attica Bank's following ratings and assessments have been
upgraded: its Baseline Credit Assessment (BCA) and Adjusted BCA to
b2 from caa2, its long-term deposit ratings to B1 from B3 with a
positive outlook, long-term Counterparty Risk Ratings (CRR) to Ba2
from B2, and its long-term Counterparty Risk Assessment (CR
Assessment) to Ba2(cr) from B2(cr). Pancreta Bank's following
ratings and assessments have also been upgraded: its Baseline
Credit Assessment (BCA) and Adjusted BCA to b2 from caa1, its
long-term deposit ratings to B1 from B2 with a positive outlook,
long-term Counterparty Risk Ratings (CRR) to Ba2 from B1, and its
long-term Counterparty Risk Assessment (CR Assessment) to Ba2(cr)
from B1(cr). All ratings and assessments of both banks have been
aligned following their legal merger on September 4, 2024.
Previously, the ratings were on review for upgrade.

Both banks' short-term CRRs and deposit ratings were affirmed at
NP, while the short-term CR Assessments were affirmed at NP(cr).
This rating action concludes the rating review for upgrade
initiated on July 17, 2024 for both banks, following the
announcement on their intended merger and capital increase. All
ratings and assessments of Pancreta Bank will be subsequently
withdrawn, as it has been fully absorbed by Attica Bank and ceased
to exist as a legal entity.

RATINGS RATIONALE

BASELINE CREDIT ASSESSMENT

The upgrade of Attica Bank's BCA by three notches to b2 is mainly
driven by the completion of the legal merger with Pancreta Bank and
its share capital increase of around EUR672 million on November 6,
2024. This capital combined with an additional expected amount of
around EUR63 million to be raised through the exercise of warrants
held by investors, will help restore the bank's solvency and
provide majority stake to the strategic shareholder of the bank
(Thrivest Holdings Ltd). Going forward, Moody's expect the bank to
comfortably meet its capital requirements, which currently stand at
8.70% for its common equity Tier 1 (CET1) ratio and 13.52% for its
capital adequacy (CAD) ratio. Moody's expect that the bank will
operate on an on-going basis with a CET1 ratio ranging at around
13%-15% from 10.4% as of June 2024, supported by the expected
organic capital generation and free from any deferred tax credits
(DTCs).

The bank's BCA upgrade also takes into consideration the imminent
clean-up of its balance sheet through its nonperforming exposures
(NPE) securitisation that will be carried-out through the
state-backed asset protection scheme (Hercules III) by year-end,
resulting in senior notes guaranteed by the government that will be
retained on Attica Bank's balance sheet. Accordingly, Moody's
expect the bank to securitise NPEs with approximate gross book
value of EUR3.7 billion and result in an NPE ratio of below 3% from
a high 57.7% reported in June 2024 as a standalone entity.

In addition, the BCA upgrade reflects Moody's expectation that
Attica Bank's core earnings generation will improve, mainly driven
by loan growth momentum (16% net loans growth during the first six
months of 2024), and potential to extract efficiency gains from the
merger through closing of certain branches and rationalising its
number of employees and cost base. Attica Bank is also likely to
improve its funding and liquidity through a higher share of
customer and public-sector deposits, as it restores its solvency
and continues to offer marginally more attractive deposit rates
than the four systemic banks in the system.

The BCA positioning at b2 also takes into account execution risks
around the technical merger process of the two banks, and
integration challenges that the senior management will face.
Additional potential downside risks involve around the merged
bank's relatively ambitious business and growth plans, as well as
the evolution of its risk appetite going forward.

ADVANCED LOSS GIVEN FAILURE ANALYSIS

Attica Bank's long-term deposit ratings upgrade to B1 from B3
reflects both the bank's BCA upgrade as well as Moody's Advanced
Loss Given Failure (LGF) analysis, positioning  its long-term
deposit ratings one notch higher than its BCA. This is also driven
by the relative uncertainty regarding the evolution of the
newly-merged bank's liability structure. Attica Bank has only a
small amount of outstanding Tier 2 debt instruments, of which
EUR100 million will be shortly repaid, translating into a very
small amount of subordinated buffer to absorb losses in a potential
resolution scenario. Moody's note that the bank has no minimum
requirement for own funds and eligible liabilities (MREL).

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The rating action is also driven by visible improvements in the
corporate governance framework and risk management practices of the
bank, although challenges remain as it completes its merger,
integration and balance sheet restructuring. Looking ahead, Moody's
expect the bank's new board of directors and top management to work
closely to implement its business plan to create the fifth largest
bank in Greece, and to function diligently with good corporate
governance practices under the stewardship of the state-owned
Hellenic Financial Stability Fund (HFSF). Moody's expect some of
the bank's related-party exposures and potential conflict of
interest issues to be gradually addressed.

OUTLOOK

Attica Bank's positive outlook on its long-term deposit ratings
reflects the likelihood that the bank will continue to improve its
underlying financial fundamentals, and to successfully complete its
NPE securitisation, as well as the technical merger and integration
of Pancreta Bank over the next 12-18 months.

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

Attica Bank's ratings could be upgraded following a strengthening
of its solvency position, while the successful integration of
Pancreta  Bank will exert additional upward pressure on its
standalone credit profile. The bank's deposit ratings could also
benefit from the potential issuance of debt instruments that could
provide a loss absorption buffer in a resolution scenario under
Moody's LGF analysis.

Given the positive outlook on the long-term deposit ratings, it is
unlikely that the ratings will be downgraded. The ratings could
come under pressure if Moody's consider that the implementation of
the transformation and merger plan is at risk or if there is
significant delay in its execution, impairing the bank's
performance.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in March 2024.



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I R E L A N D
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ARBOUR CLO VII: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Arbour CLO VII
DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. The issuer had
also issued EUR40.75 million of subordinated notes and class M
notes on the original closing date.

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

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

The portfolio's reinvestment period will end on Nov. 14, 2026.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor     2,837.50

  S&P Global Ratings' weighted-average rating factor
  with defaulted assets                                  2,841.26

  Default rate dispersion                                  585.82

  Weighted-average life (years)                              4.14

  Obligor diversity measure                                153.10

  Industry diversity measure                                21.45

  Regional diversity measure                                 1.25

  Transaction key metrics

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

  'CCC' category rated assets (%)                            3.03

  Actual target 'AAA' weighted-average recovery (%)         35.82

  Actual target weighted-average spread (%)                  3.92

  Actual target weighted-average coupon (%)                  4.30

Rating rationale

Under the transaction documents, the rated notes pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end 2.00 years after closing.

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

S&P said, "In our cash flow analysis, we used the EUR400 million
expected portfolio size, the covenanted weighted-average spread of
3.85%, and the covenanted rating-specific recovery rates for all
rating levels. We applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating category.

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

"Until the end of the reinvestment period on Nov. 14, 2026, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

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

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

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

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

-- The class F-R 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 16.97% (for a portfolio with a weighted-average
life of 4.14 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.14 years, which would result
in a target default rate of 12.83%.

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

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

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

-- Following S&P's analysis of the credit, cash flow,
counterparty, operational, and legal risks, S&P believes the
ratings are commensurate with the available credit enhancement for
the class A-R to F-R notes.

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

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to, the
following: the development, production, marketing, maintenance,
trade, or stock-piling of weapons of mass destruction, including
radiological, nuclear, biological, and chemical weapons, tobacco,
anti-personnel land mines, cluster munitions, pornography,
prostitution, thermal coal mining, and oil sands. Accordingly,
since the exclusion of assets from these industries does not result
in material differences between the transaction and our ESG
benchmark for the sector, no specific adjustments have been made in
our rating analysis to account for any ESG-related risks or
opportunities."

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

  A-R     AAA (sf)     248.00      38.00      3M EURIBOR + 1.18%

  B-R     AA (sf)       44.00      27.00      3M EURIBOR + 2.05%

  C-R     A (sf)        24.00      21.00      3M EURIBOR + 2.35%

  D-R     BBB- (sf)     28.00      14.00      3M EURIBOR + 3.58%

  E-R     BB- (sf)      16.00      10.00      3M EURIBOR + 6.05%

  F-R     B- (sf)       14.00       6.50      3M EURIBOR + 8.26%

  M       NR             0.25        N/A            N/A

  Sub.    NR            40.50        N/A            N/A

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

3M--Three month.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.


MADISON PARK XVIII: Fitch Assigns B-sf Final Rating to Cl. F Bonds
------------------------------------------------------------------
Fitch Ratings has assigned Madison Park Euro Funding XVIII DAC's
final ratings, as detailed below.

   Entity/Debt                Rating           
   -----------                ------           
Madison Park Euro
Funding XVIII DAC

   A XS2907992288         LT AAAsf  New Rating

   B XS2907992445         LT AAsf   New Rating

   C XS2907992874         LT Asf    New Rating

   D XS2907995547         LT BBB-sf New Rating

   E XS2907995893         LT BB-sf  New Rating

   F XS2907996198         LT B-sf   New Rating

   M Subordinated
   Notes XS2907996271     LT NRsf   New Rating

Transaction Summary

Madison Park Euro Funding XVIII DAC is a securitisation of mainly
senior secured loans and secured senior bonds (at least 92.5%) with
a component of senior unsecured, mezzanine, second-lien loans and
high yield bonds. The transaction has a target par of EUR400
million. The portfolio is actively managed by Credit Suisse Asset
Management Limited. The CLO has an approximately 4.7-year
reinvestment period and a seven-year weighted average life (WAL)
test, which can be extended by 1.5 years, 18 months after closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor of the identified
portfolio is 25.3.

High Recovery Expectations (Positive): At least 92.5% 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 of the identified portfolio is 61.2%.

Diversified Portfolio (Positive): The transaction includes two
Fitch matrices, which are effective at closing. These correspond to
a top 10 obligor concentration limit at 21%, two fixed-rate asset
limits of 5% and 12.5%, respectively, and a seven-year WAL. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has an about
4.7-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 can extend the WAL test by 1.5 years to seven years
on the date falling 18 months after the issue date if the aggregate
collateral balance (defaulted obligations at Fitch collateral
value) is greater than or equal to the reinvestment target par
balance, and all the tests are passing.

Cash Flow Modelling (Positive): The Fitch modelled WAL is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include passing both the coverage tests
and the Fitch 'CCC' maximum limit, as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. Fitch believes these conditions would
reduce the effective risk horizon of the portfolio during 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 two notches
for the class B notes, one notch for the class C notes, to below
'B-sf' for the class F notes and have no impact on the class A, D
and E 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 B to F notes have a
two-notch cushion, while the class A 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
four notches for the notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of Fitch's Stress Portfolio
would lead to upgrades of up to three notches for the notes, except
for the 'AAAsf' rated notes, which are at the highest level on
Fitch's scale and cannot be upgraded further.

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

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

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

DATA ADEQUACY

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Madison Park Euro
Funding XVIII DAC.

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

PALMER SQUARE 2022-1: Fitch Affirms 'BB+sf' Rating on Two Tranches
------------------------------------------------------------------
Fitch Ratings has upgraded Palmer Square European Loan Funding
2022-1 DAC's class B notes and affirmed the others.

   Entity/Debt               Rating            Prior
   -----------               ------            -----
Palmer Square European
Loan Funding 2022-1 DAC

   A XS2439765616        LT AAAsf  Affirmed    AAAsf
   B XS2439766184        LT AA+sf  Upgrade     AAsf
   C XS2439766341        LT A+sf   Affirmed    A+sf
   D XS2439766697        LT BBB+sf Affirmed    BBB+sf
   E XS2439766853        LT BB+sf  Affirmed    BB+sf
   F XS2439767075        LT BB+sf  Affirmed    BB+sf

Transaction Summary

Palmer Square European Loan Funding 2022-1 DAC is a cash flow CLO
comprising mostly senior secured obligations. The static
transaction closed in March 2022 and is actively managed by Palmer
Square Europe Capital Management LLC.

KEY RATING DRIVERS

Stable Performance, Amortising Transaction: Since Fitch's last
rating action in January 2024, the portfolio's performance has been
stable. As per the last trustee report dated 2 October 2024, the
transaction is currently breaching its maturity amendment weighted
average life test. The transaction is currently 0.2% below par
(calculated as the current par difference over the original target
par). Exposure to assets with a Fitch-derived rating of 'CCC+' and
below is 4.1%, according to the trustee. There are no defaulted
assets in the portfolio, and since closing the transaction has
amortised roughly EUR123 million of the class A notes. This
supports the rating actions.

Limited Refinancing Risk: The transaction has manageable exposure
to near- and medium-term refinancing risk, in view of the large
default-rate cushions for each class of notes. The CLO has no
portfolio assets maturing in 2024, 0.8% maturing in 2025, and a
total of 2.4% maturing before June 2026, as calculated by Fitch.
The transaction's comfortable break-even default-rate cushions
supports the Stable Outlooks on the class A, C, D and E notes.

Negative Outlook Reflects Limited Cushion: The Negative Outlook on
the class F notes reflects a limited default rate cushion against
credit quality deterioration and the transaction's moderate
exposure to assets in Fitch's Market Loan Concern list (8.6% of the
portfolio balance). In Fitch's opinion, this may lead to further
deterioration of the portfolio with potential credit migration. The
Negative Outlook indicates the potential for a downgrade should
losses occur that erode the default rate cushion based on the
current portfolio.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The weighted average rating
factor (WARF) of the current portfolio is 25.1 as calculated by
Fitch under its latest criteria. For the portfolio including
entities with Negative Outlooks that are notched down one level as
per its criteria, the WARF was 26.2 as of 9 November 2024.

High Recovery Expectations: Senior secured obligations comprise
100% of the portfolio. Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio was 63.9%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 13.9%, and no obligor
represents more than 1.5% of the portfolio balance. The exposure to
the three-largest Fitch-defined industries is 31.9% as calculated
by Fitch.

Static Portfolio: The transaction does not have a reinvestment
period and discretionary purchases are not permitted. Fitch's
analysis is based on the current portfolio and stressed by flooring
the weighted average life at 4 years, and applying a one-notch
reduction to all obligors with a Negative Outlook (floored at CCC),
which is 12.7% of the indicative portfolio. After the adjustment
for Negative Outlooks, the WARF of the portfolio would be 26.2.

Deviation from MIR: The class B notes are one notch below their
model-implied ratings (MIR). The deviation reflect the sensitivity
of the notes' MIR to negative portfolio migration and additional
defaults as a result of refinancing risk. In this sensitivity
analysis, Fitch assumed its top market concern loans (MCLs) and
tier 2 MCLs defaulted, with the standard criteria recovery
assumptions. Fitch also downgraded tier 3 MCLs and issuers with
maturities before June 2026 by two notches with a 'CCC-' floor.

RATING SENSITIVITIES

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

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


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

Upgrades may occur if the portfolio credit quality is stable and
there is deleveraging, leading to higher credit enhancement and
excess spread being available to cover losses in the remaining
portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Palmer Square
European Loan Funding 2022-1 DAC. In cases where Fitch does not
provide ESG relevance scores in connection with the credit rating
of a transaction, programme, instrument or issuer, Fitch will
disclose in the key rating drivers any ESG factor which has a
significant impact on the rating on an individual basis.

RRE LOAN 3: Moody's Assigns Ba3 Rating to EUR18.05MM Cl. D-R Notes
------------------------------------------------------------------
Moody's Ratings announced that it has assigned the following
definitive ratings to Notes issued by RRE 3 Loan Management
Designated Activity Company (the "Issuer"):

EUR259,250,000 Class A-1-R Senior Secured Floating Rate Notes due
2039, Assigned Aaa (sf)

EUR18,050,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2039, Assigned Ba3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

The Issuer will issue the notes in connection with the refinancing
of the following classes of notes (the "Original Notes"), due 2032:
the Class A Notes, Class B Notes, Class C Notes, Class D Notes and
Class E Notes, previously issued on November 8, 2019 (the "Original
Closing Date"). On the refinancing date, the Issuer will use the
proceeds from the issuance of the refinancing notes to redeem in
full the Original Notes. On the Original Closing Date, the Issuer
also issued EUR39,550,000 of Subordinated Notes, which will remain
outstanding.

In addition to EUR259,250,000 Class A-1-R Senior Secured Floating
Rate Notes due 2039 and EUR18,050,000 Class D-R Senior Secured
Deferrable Floating Rate Notes due 2039 rated by us, the Issuer
will issue EUR42,500,000 Class A-2-R Senior Secured Floating Rate
Notes due 2039, EUR34,000,000 Class B-R Senior Secured Deferrable
Floating Rate Notes due 2039, EUR25,500,000 Class C-1-R Senior
Secured Deferrable Floating Rate Notes due 2039, EUR4,250,000 Class
C-2-R Senior Secured Deferrable Floating Rate Notes due 2039 and
EUR1,850,000 of additional Subordinated Notes on the refinancing
date which are not rated by us. The terms and conditions of the
subordinated notes will be amended in accordance with the
refinancing notes' conditions.

As part of this reset, the Issuer will increase the target par
amount by EUR50,000,000 to EUR425,000,000, reset the reinvestment
period to around 4 years and 8 months from the closing date and
extend the Weighted Average Life Test to 9 years. It will also
amend certain concentration limits, definitions and minor features.
In addition, the Issuer will amend the base matrix and modifiers
that Moody's have taken into account for the assignment of the
definitive ratings.

The Issuer is a managed cash flow CLO. At least 95% of the
portfolio must consist of senior secured obligations and up to 5%
of the portfolio may consist of senior unsecured obligations,
unsecured senior bonds, second lien loans, mezzanine obligations
and high yield bonds. The portfolio is expected to be 99% ramped as
of the closing date and to comprise predominantly corporate loans
to obligors domiciled in Western Europe.

Redding Ridge Asset Management (UK) LLP ("Redding Ridge") will
continue to manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 4-year and 8-months reinvestment
period. Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations, credit
improved obligations and, subject to certain restrictions, workout
obligations.

In addition to the two classes of notes rated by us, the Issuer
will also issue EUR1,000.000 of Performance Notes, which are not
rated. The Performance Notes accrue interest in an amount
equivalent to a certain proportion of the subordinated management
fees and its notes' payment is pari passu with the payment of the
subordinated management fee.

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

Methodology underlying the rating action:

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in May 2024.

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

Par Amount: EUR425,000,000

Diversity Score: 50

Weighted Average Rating Factor (WARF): 3246

Weighted Average Spread (WAS): 3.80%

Weighted Average Coupon (WAC): 3.30%

Weighted Average Recovery Rate (WARR): 44.0%

Weighted Average Life (WAL): 8.167 years

Moody's have addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints and eligibility criteria, exposures
to countries with LCC of A1 to A3 cannot exceed 10% and obligors
cannot be domiciled in countries with LCC below A3.

SCULPTOR EUROPEAN VII: Fitch Puts 'B-sf' Final Rating to F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Sculptor European CLO VII DAC Reset
final ratings, as detailed below.

   Entity/Debt                  Rating           
   -----------                  ------           
Sculptor European
CLO VII DAC Reset

   A-R Loan                 LT AAAsf  New Rating
   A-R Notes XS2922070698   LT AAAsf  New Rating
   B-R XS2922080143         LT AAsf   New Rating
   C-R XS2922081380         LT Asf    New Rating
   D-R XS2922083162         LT BBB-sf New Rating

   E-R XS2922083758         LT BB-sf  New Rating

   F-R XS2922084723         LT B-sf   New Rating

   Subordinated Notes
   XS2244913872             LT NRsf  New Rating

   Z XS2250002982           LT NRsf  New Rating

Transaction Summary

Sculptor European CLO VII DAC is a securitisation of mainly senior
secured obligations (at least 92.5%) with a component of corporate
rescue loans, senior unsecured, mezzanine, second-lien loans and
high-yield bonds. Net proceeds from the debt issuance have been
used to redeem the existing notes (except the subordinated notes)
and to fund the existing portfolio with a target par of EUR450
million. The portfolio is actively managed by Sculptor Europe Loan
Management Limited. The CLO has a 4.9-year reinvestment period and
a nine-year weighted average life (WAL).

KEY RATING DRIVERS

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

High Recovery Expectations (Positive): At least 92.5% 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 of the identified portfolio is 62.3%.

Diversified Portfolio (Positive): The transaction includes two
matrices corresponding to a nine-year WAL that are effective at
closing and two forward matrices corresponding to an eight-year WAL
that can be selected by the manager from one year after closing.
Each matrix set corresponds to two different fixed-rate asset
limits at 5% and 10%. All matrices are based on a top 10 obligor
concentration limit at 20.0%.

The transaction also has various portfolio concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 43%, among others. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction will have a
reinvestment period of about 4.9-years and includes reinvestment
criteria similar to those of other European transactions. Fitch's
analysis is based on a stressed case portfolio with the aim of
testing the robustness of the transaction structure against its
covenants and portfolio guidelines.

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

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would lead to downgrades of one notch for
the class C-R, D-R and E-R notes and to below 'B-sf' for the class
F-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 B-R, C-R, D-R, E-R and F-R
notes display a rating cushion of two notches. The class A-R notes
and class A-R loan are at the highest achievable rating and
therefore have no rating cushion.

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

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade
A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would result in an upgrade of no more than three notches
across the structure, apart from the 'AAAsf' notes, which are at
the highest level on Fitch's scale and cannot be upgraded.

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

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

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

DATA ADEQUACY

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Sculptor European
CLO VII DAC Reset.

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



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

EOS US FINCO: $534.7MM Bank Debt Trades at 26% Discount
-------------------------------------------------------
Participations in a syndicated loan under which EOS US Finco LLC is
a borrower were trading in the secondary market around 74
cents-on-the-dollar during the week ended Friday, November 15,
2024, according to Bloomberg's Evaluated Pricing service data.

The $534.7 million Term loan facility is scheduled to mature on
October 9, 2029. The amount is fully drawn and outstanding.

EOS US Finco LLC is a hardware technology company based in the
United States. The Company's country of domicile is Luxembourg.

FOUNDEVER GROUP: EUR1BB Bank Debt Trades at 38% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Foundever Group SA
is a borrower were trading in the secondary market around 61.7
cents-on-the-dollar during the week ended Friday, November 15,
2024, according to Bloomberg's Evaluated Pricing service data.

The EUR1 billion Term loan facility is scheduled to mature on
August 28, 2028. The amount is fully drawn and outstanding.

Foundever Group S.A., domiciled in Luxembourg, is a leading global
provider of CX products and solutions. Foundever generated $3.7
billion revenue for the twelve months ended March 31, 2024. The
company is owned by the Creadev Investment Fund (Creadev), which is
controlled by the Mulliez family of France.

LUNE HOLDINGS: Fitch Cuts LT IDR, Sr. Sec. Rating to 'CCC+'
-----------------------------------------------------------
Fitch Ratings has downgraded Lune Holdings S.a r.l.'s (Kem One)
Long-Term Issuer Default Rating (IDR) and senior secured rating to
'CCC+' from 'B'. The Recovery Rating is 'RR4'.

The downgrade reflects Kem One's weak liquidity and high leverage
alongside repeated production interruptions over the last three
years. The company paid its November coupon on the bond but tight
liquidity adds to uncertainty ahead of the next coupon due in May
2025. As weakness in the European chemical market continues, Fitch
expects Kem One's EBITDA gross leverage to peak at 16.1x in 2024
and decline to 9.1x in 2025.

The rating also reflects Kem One's concentrated business profile as
a regional integrated producer of PVC with significant exposure to
the construction sector and input-price volatility, its
vulnerability to production issues and moderate scale.

Key Rating Drivers

Weak Liquidity: Kem One paid its November coupon on its bonds
maturing in 2028. Its liquidity remains tight with cash of EUR4
million as at 30 September 2024 and limited availability under its
revolving credit facility (RCF) and factoring lines. Despite its
long dated bullet bond maturity it will rely on operating cash flow
and the availability of external funding to service its next
interest payment on the bonds due in May 2025. This adds to
uncertainty over its liquidity management.

Deeply Negative FCF: Fitch forecasts free cash flow (FCF) to remain
deeply negative in 2024 and 2025 due to weak EBITDA generation and
high capex, which Kem One views as strategic and inflexible.

Weak Results Persist: Kem One continued to report weak results in
3Q24 due to demand weakness and production interruptions. Cash flow
from operating activities amounted to negative EUR148 million in
9M24, versus positive EUR38 million in 9M23. Fitch expects Kem
One's EBITDA generation to modestly improve in 2025 and exceed
EUR100 million from 2026, subject to chemicals market recovery.

High Leverage: Fitch forecasts Kem One's EBITDA gross leverage to
steeply rise to 16.1x in 2024 and remain high in 2025, owing to
continued pressure on earnings. Fitch expects leverage to gradually
decline to below 6x in 2026 as earnings benefit from capex and
anticipated improvement of the chemicals market fundamentals.

Soft Chemical Market: European chemical demand is recovering
modestly from 2023's depressed levels but Fitch expects the market
to remain challenging in 2025. High interest rates dampen demand
from the construction sector, while most value chains are grappling
with global overcapacity and downstream customers are refraining
from restocking. Fitch expects PVC volumes to modestly benefit from
the anti-dumping levy by EU Commission on imports from the US and
Egypt. However, weak prospects for European chemical companies are
reflected in its cautious projections of volume recovery in 2025
for Kem One.

Large Capex: Fitch understands from Kem One's management that its
high capex in 2024-2025 is strategic with limited flexibility.
Fitch forecasts negative FCF for 2024-2026. The conversion of the
Fos-sur-Mer cells to a bi-polar membrane technology is expected to
be finalised by end-2024. Similar to the Lavera site conversion in
2017, this should improve energy efficiency and reduce annual
maintenance costs. Lower energy costs and better-quality caustic
soda will further support profitability. Kem One does not plan any
other major investments, which should support a return to positive
FCF from 2027.

Adequate Cost Position: Kem One holds a relatively competitive cost
position among European PVC and caustic soda producers due to
strategies such as integration into salt mining for chlorine and
caustic soda production. It also owns an ethylene import terminal
(thereby reducing dependence on local suppliers) and benefits from
France's ARENH programme, which protects the company from volatile
electricity prices. Completion of investments in energy-efficient
bi-polar membrane electrolysis at the Fos-sur-Mer plant will
further improve Kem One's energy efficiency.

ARENH Supports Margins: The ARENH programme partially insulates Kem
One's electricity costs from volatile spot power prices. This
scheme, which ends in 2025, allows French industrial consumers to
benefit from a low rate of EUR42/MWh for about 66% of their
consumption. As electricity is the second largest variable cost
after ethylene for PVC manufacturers, this helps maintain the
competitiveness of Kem One's production at times of volatile energy
costs.

Derivation Summary

Kem One's EMEA chemical peers are Petkim Petrokimya Holdings A.S.
(CCC+), Nobian Holding 2 B.V. (B/Stable), Root Bidco S.a.r.l.
(B/Negative), and Roehm Holding GmbH (B-/Stable).

Petkim is comparable to Kem One in similar asset concentration and
commodity focus. Kem One has a smaller production scale and weaker
end-market diversification. However, Kem One has a stronger market
position and benefits from a more stable economic environment.

Nobian operates within the same chlor-alkali value chain but is not
integrated into PVC production. Nobian's margins are significantly
higher and the company benefits from strong barriers to entry as it
is the leading European merchant of high-purity salt and supplies
chlorine by pipeline to a captive client base of large chemical
manufacturers. It has lower leverage, better earnings visibility
due to long-term contracts with take-or-pay clauses, backward
integration and a much larger scale.

Root Bidco is a manufacturer of crop protection, bio-nutrition and
bio-control products. It generates higher margins, benefits from a
more diversified portfolio of products and raw materials, and
operates in fast-growing markets serving a resilient agriculture
industry.

Roehm is a partly integrated producer of methyl methacrylates
(MMA). It is larger, more geographically diversified and more
profitable than Kem One. However, it is also exposed to cyclical
end-markets and to volatility in raw material and MMA prices.

Key Assumptions

Fitch's Key Assumptions Within its Rating Case for the Issuer

- An average of 1 million tonnes of PVC and caustic soda sold each
year in 2024-2028

- EBITDA margin to decline to around 3.5% in 2024, improve to
around 7.0% in 2025 and at 13% on average in 2026-2028

- Average capex of EUR150 million each year in 2024 and 2025,
before reducing to around EUR75 million average per annum to 2028

- No dividends or M&As to 2028

Recovery Analysis

The recovery analysis assumes that Kem One would be reorganised as
a going concern (GC) in bankruptcy rather than liquidated.

The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level on which Fitch bases the
enterprise valuation (EV). The GC EBITDA of EUR85 million reflects
prolonged oversupply negatively affecting margins, and corrective
measures, such as cost-cutting efforts or asset rationalisation, to
offset the adverse conditions that trigger a default.

An EV multiple of 4x is applied to the GC EBITDA to calculate a
post-reorganisation EV, in line with that of commodity chemicals
peers with concentrated assets.

Fitch assumes the super senior EUR100 million RCF to be fully drawn
and EUR60 million factoring contract to be substituted by an
equivalent super senior facility. Fitch has included prior-ranking
debt of EUR8 million as super senior.

After deducting 10% for administrative claims, its analysis
resulted in a waterfall-generated recovery computation (WGRC) in
the 'RR4' band, indicating a 'CCC+' rating for the senior secured
notes. The WGRC output percentage on current metrics and
assumptions is 33%.

RATING SENSITIVITIES

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

- Significant improvement in liquidity

- Deleveraging in line with its expectations

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

- Material deterioration in liquidity position

- Failure to service debt obligations, a debt restructuring or a
distressed debt exchange

- Further deterioration of the credit profile due to, among other
things, unprofitable operations or production interruptions

Liquidity and Debt Structure

Tight Liquidity: As of end-October 2024, Kem One's cash balance and
undrawn RCF totalled EUR10 million. Factoring lines available
amounted to EUR13 million. Additionally, Kem One has an undrawn
committed credit line of EUR10 million. Fitch expects liquidity to
remain very weak.

Issuer Profile

Kem One is an integrated producer of PVC, caustic soda and
chloromethanes based in France. It operates two chlor-alkali plants
in the south east of France, several PVC plants, and a salt mine.
Its products are mostly sold in France, Italy, and Germany.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                 Rating           Recovery   Prior
   -----------                 ------           --------   -----
Lune Holdings S.a r.l.   LT IDR CCC+  Downgrade            B

   senior secured        LT     CCC+  Downgrade   RR4      B



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

AXACTOR ASA: Moody's Cuts CFR to B3 & Sr. Unsecured Notes to Caa2
-----------------------------------------------------------------
Moody's Ratings downgraded Axactor ASA's Corporate Family Rating to
B3 from B2 and its senior unsecured ratings to Caa2 from Caa1. The
issuer outlook is negative. Previously, Axactor's ratings were on
review for downgrade.

The rating action concludes the review initiated on May 17, 2024.  


RATINGS RATIONALE

The downgrade reflects Axactor's weakened financial performance in
the currently challenging macroeconomic environment, characterized
by reduced collections and high competition for non-performing
loans (NPLs), and further exacerbated by the company's increased
cost of funding.

Axactor's collections dropped to 90% of the previously forecasted
levels in 3Q 2024 from 98% a year ago, triggering a write-down of
the value of its investments. The company expects a challenging
collection environment to persist into 2025. The drop of
collections to 90% in 3Q 2024 puts the company at the risk of a
covenant breach under the revolving credit facility agreement
(collections covenant set at the level of not lower than 90% for
the last six months).

While Axactor's cost-cutting measures have partly mitigated the
negative impact of the operating environment on its EBITDA, the
company's leverage remained elevated, while its interest coverage
deteriorated and was at the covenant level of 3x as of the end of
3Q 2024. Axactor's cushion against the leverage covenant of 4.0x
improved but remained limited, with its net Debt/EBITDA leverage
ratio of 3.8x at the end of 3Q 2024. The violation of either
covenant would result in the event of default under its bond loan
agreements and could trigger a cross-default with its revolving
credit facility, unless the company obtains an amendment of its
financial covenant thresholds from the bondholders in advance of a
potential breach or requests a waiver following the breach.

While Axactor does not have any upcoming debt maturities, it has a
substantial debt maturity concentration in 2026, with its EUR545
million revolving credit facility due in June 2026 and its EUR300
million bond maturing in September 2026. As of September 30, 2024,
Axactor's EUR545 million revolving credit facility was
approximately 90% drawn, leaving only EUR48 million available.
Axactor's cash balance amounted to approximately EUR25 million at
September 30, 2024; however, Moody's believe that not all of it
will be available for investments, as the company needs to keep
certain amount of cash for operating needs. Axactor's liquidity is
supplemented by its EUR19 million holding of the 2026 bond, which
it can sell in the event of need.

The senior unsecured debt rating of Caa2 of Axactor's bonds
reflects their priorities of claims and asset coverage in the
company's capital structure. The size of the company's senior
secured revolving credit facility relative to the amount of senior
unsecured bonds indicates higher loss given default for senior
unsecured creditors, leading to a two-notch differential with the
CFR.

OUTLOOK

The negative outlook reflects the risk of further deterioration in
the company's fundamentals in the challenging economic environment,
the continued risk of a covenant breach, and refinancing risk
related to the company's 2026 debt maturities.

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

A rating upgrade is unlikely given the negative outlook. The
outlook could return to stable if Moody's conclude that the risk of
default stemming from a potential covenant breach in the coming
quarter and beyond will be successfully addressed by the company,
and if Moody's come to believe that there will be no further
deterioration in the company's financial performance, including
cash collections, leverage, interest coverage and liquidity. For
the outlook to return to stable, the company would also have to
renew its revolving credit facility and refinance its 2026 bond, at
least one year prior to their maturities.

Axactor's ratings will be downgraded if Moody's conclude that there
is a high risk of default associated with a potential covenant
breach. Axactor's ratings could also be downgraded if Moody's
conclude that there is a risk of further deterioration in the
company's leverage, interest coverage and liquidity, and if Moody's
come to believe that its refinancing risk has meaningfully
increased.        

PRINCIPAL METHODOLOGY

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



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

SANTANDER CONSUMO 7: Fitch Assigns Bsf Final Rating to Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Santander Consumo 7, FT final ratings as
listed below.

   Entity/Debt                  Rating             Prior
   -----------                  ------             -----
Santander Consumo 7, FT

   Class A ES0305855001     LT AA+sf  New Rating   AA+(EXP)sf
   Class B ES0305855019     LT A+sf   New Rating   A+(EXP)sf
   Class C ES0305855027     LT BBB+sf New Rating   BBB+(EXP)sf
   Class D ES0305855035     LT BB+sf  New Rating   BB+(EXP)sf
   Class E ES0305855043     LT Bsf    New Rating   B(EXP)sf
   Class F ES0305855050     LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

The transaction is a securitisation of a EUR1,200 million static
portfolio of fully amortising general-purpose consumer loans
originated by Banco Santander, S.A. (A-/Stable/F2) to Spanish
residents. Around 87% of the portfolio balance is linked to
pre-approved loans underwritten to existing Santander customers.

KEY RATING DRIVERS

Asset Assumptions Reflect Pool Profile: Fitch calibrated a base
case lifetime default and recovery rate of 4.0% and 20.0% for the
portfolio, reflecting the historical data provided by Santander,
Spain's economic outlook, pool features and the originator's
underwriting and servicing strategies. For a 'AA+' rating case
commensurate with the class A notes' rating, the lifetime default
and recovery rates are 16.5% and 11.3%, respectively.

Static and Pro-Rata Amortisation: The deal is static and does not
have a revolving period. The class A to E notes will be repaid
pro-rata unless a sequential amortisation event occurs, primarily
linked to performance triggers like cumulative defaults exceeding
certain thresholds. Fitch views these triggers as sufficiently
robust to prevent the pro rata mechanism from continuing upon early
signs of performance deterioration. Fitch believes the tail risk
posed by the pro rata pay-down is mitigated by the mandatory switch
to sequential amortisation when the outstanding collateral balance
(inclusive of defaults) falls below 10% of the initial balance.

Counterparty Arrangements Cap Ratings: The maximum achievable
rating for the transaction is 'AA+sf' in line with Fitch's
Counterparty Criteria. This is due to the minimum eligibility
rating thresholds defined for the transaction account bank (TAB)
and the hedge provider of 'A-' or 'F1', which are insufficient to
support 'AAAsf' ratings.

Liquidity Protection Mitigates Servicing Disruption: Servicing
disruption risk is mitigated by a dedicated cash reserve, which
covers senior costs, net swap payments and interest on the class A
to E notes for more than three months, providing sufficient time to
resume collections by a replacement servicer. No back-up servicer
was appointed at closing, but the management company acts as back
up servicer facilitator.

Interest Rate Hedge: An interest rate swap will hedge the risk
arising from 100% of the portfolio paying a fixed interest rate for
life and the floating-rate notes. The interest rate swap notional
is the outstanding balance of the non-defaulted receivables.

RATING SENSITIVITIES

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

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

- For the class E notes, a combination of reduced excess spread and
the late reception of recovery cash flows, particularly at the tail
of the life of the transaction. This considers the thin layer of
credut enhancement protection from subordination available to the
class E notes, which is only provided by the reserve fund.

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

Sensitivity to Increased Defaults:

Original ratings (class A/B/C/D/E): 'AA+sf' / 'A+sf' / 'BBB+sf'/
'BB+sf'/ 'Bsf'

Increase defaults by 10%: 'AAsf' / 'A+sf' / 'BBB+sf'/ 'BBsf'/
'CCCsf'

Increase defaults by 25%: 'AA-sf' / 'Asf' / 'BBBsf'/ 'BBsf'/
'CCCsf'

Increase defaults by 50%: 'Asf' / 'BBB+sf' / 'BBB-sf'/ 'B+sf'/
'NRsf'

Sensitivity to Reduced Recoveries:

Reduce recoveries by 10%: 'AA+sf' / 'A+sf' / 'BBB+sf'/ 'BB+sf'/
'B-sf'

Reduce recoveries by 25%: 'AA+sf' / 'A+sf' / 'BBB+sf'/ 'BBsf'/
'CCCsf'

Reduce recoveries by 50%: 'AAsf' / 'A+sf' / 'BBBsf'/ 'BBsf'/
'CCCsf'

Sensitivity to Increased Defaults and Reduced Recoveries:

Increase defaults by 10%, reduce recoveries by 10%: 'AAsf' / 'Asf'
/ 'BBB+sf'/ 'BBsf'/ 'CCCsf'

Increase defaults by 25%, reduce recoveries by 25%: 'A+sf' / 'A-sf'
/ 'BBBsf'/ 'BB-sf'/ 'NRsf'

Increase defaults by 50%, reduce recoveries by 50%: 'A-sf' /
'BBBsf' / 'BB+sf'/ 'CCCsf'/ 'NRsf'

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

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

- Increasing CE ratios, as the transaction deleverages to fully
compensate for the credit losses and cash flow stresses
commensurate with higher rating scenarios, may lead to upgrades.

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

Santander Consumo 7, FT

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.



=====================
S W I T Z E R L A N D
=====================

SUNRISE COMMUNICATIONS: Moody's Assigns 'B1' CFR, Outlook Positive
------------------------------------------------------------------
Moody's Ratings has assigned a B1 corporate family rating and a
B1-PD probability of default rating to Sunrise Communications AG
("Sunrise" or "the company"), the new parent and reporting company
of the group. Concurrently, Moody's have withdrawn Sunrise Holdco
IV BV's CFR and PDR of B1 and B1-PD, respectively. In addition,
Moody's have affirmed the B1 instrument ratings on the senior
secured bank credit facilities issued by Sunrise Financing
Partnership and Sunrise HoldCo III BV and the senior secured notes
issued by Sunrise FinCo I BV and UPCB Finance VII Limited. Moody's
have also affirmed the B3 instrument ratings on the senior
unsecured notes issued at Sunrise Holdco IV BV. The outlook on
Sunrise is positive while the outlook on all other entities has
changed to positive from stable.

"The rating action is prompted by the completion of Sunrise
spin-off from its former parent Liberty Global and its upcoming
listing on the Swiss Stock Exchange" says Luigi Bucci, a Moody's
Ratings Vice President – Senior Analyst and lead analyst for
Sunrise.

"Sunrise's new financial policy targets a reported net leverage in
the 3.5x-4.5x range, down from around 6x previously, and
shareholder distributions of up to 70% of its company-adjusted free
cash flow post spin-off. As a result, its credit profile will
improve materially on the back of the debt paydown the company has
been executing" adds Mr Bucci.

RATINGS RATIONALE

Sunrise is targeting a net debt reduction of up to CHF1.5 billion
in connection with the company's listing to reach a reported net
leverage of 4.5x by the end of 2024. The company has already repaid
CHF1.2 billion of debt at the end of October, funded through a
capital contribution from Liberty Global. Additional reduction in
net debt will be driven by a further capital contribution from
Liberty Global of CHF50 million and around CHF200 million of free
cash flow (FCF) generated over the quarter, that Moody's are
assuming to be partially used for debt reduction before the end of
the year.

These actions will support a significant improvement in
Moody's-adjusted debt/EBITDA leverage to around 5x in 2024,
pro-forma for the transitionary service agreement (TSA) with
Liberty Global starting post spin-off, down from 6.5x in 2023.
Further deleveraging will be bolstered by modest organic EBITDA
growth and additional debt repayments over the next two years, with
Moody's-adjusted debt/EBITDA ratio reducing to below 4.75x by 2026.
Moody's also estimate that Moody's-adjusted CFO/debt will be in the
17%-18% range through 2026, up from around 14% in 2023.

Moody's expect revenue growth for 2024 and 2025 to be limited. This
is due to the negative impact of the rebranding from UPC to Sunrise
extending into 2025 as well as the phasing out of the positive
impact from price increases the company implemented in 2023. EBITDA
will likely improve organically over the same period supported by
the easing of inflationary pressures, the reduction in
costs-to-capture and cost management efficiencies. Growth rates for
both EBITDA and revenues are likely to step-up in 2026, as the
negative impact from pricing comparatives and rebranding subside.

Moody's continue to forecast solid cash flow generation, projecting
company-adjusted FCF of around CHF360 million in 2024 and CHF380
million in 2025. Growth in FCF over 2025 will be largely driven by
lower interest expenses post debt repayment, as well as a reduction
in capex and exceptional costs. At the same time, Moody's expect
the introduction of the TSA with Liberty Global to offset the
positive impact of these factors. A further reduction in capex
along with stronger EBITDA growth should drive a further
improvement in the company-adjusted FCF towards CHF390 million in
2026. Under the new financial policy, Moody's forecast Sunrise to
distribute to shareholders CHF240 million in 2025 and over CHF260
million in 2026.

Sunrise's B1 CFR is supported by the company's: (1) position as the
second-largest telecom operator in Switzerland; (2) exposure to the
positive underlying dynamics of the Swiss telecom market, including
customer focus on quality rather than price; (3) more conservative
financial policy post listing; (4) Moody's expectation of organic
EBITDA growth, although modest, through 2026; and (5) good
liquidity supported by a solid FCF before dividends and a
long-dated debt maturity profile

These credit strengths are offset by Sunrise's: (1) still high
Moody's-adjusted leverage of around 5x, although likely to
gradually reduce over time; (2) limited revenue growth prospects;
(3) exposure to the promotional activity in the market and ongoing
shift to secondary brands; (4) competitive pressures in broadband
as Swisscom AG (A1 under review for downgrade) and Matterhorn
Telecom Holding SA (Salt, B2 positive) are expanding their full
fibre footprint; and (5) uncertainties around its future network
strategy.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Sunrise's CIS-3 indicates that ESG considerations currently have a
limited impact on the credit rating, with the potential for a
greater negative impact over time. This assessment reflects social
challenges, including industry-wide exposure to customer data
security and privacy issues. Furthermore, it highlights governance
risks, as the company's reported net leverage remains high at 4.5x
after listing, which is at the upper limit of Sunrise's target
range of 3.5x to 4.5x.

LIQUIDITY

Sunrise has good liquidity, supported by a EUR730 million senior
secured revolving credit facility (RCF), currently undrawn,
together with Moody's expectation of positive FCF — before and
after shareholder distributions — through 2026. The company's RCF
was bifurcated into two different lines in December 2023, with
tranche A (EUR10 million) maturing in 2026 and tranche B (EUR720
million) maturing in 2029. Sunrise's debt maturity profile is long
dated with no significant maturity before 2028.

STRUCTURAL CONSIDERATIONS

Sunrise's B1-PD PDR is at the same level as the CFR, reflecting the
company's expected recovery rate of 50% typically assumed for a
capital structure that consists of a mix of bank and bond debt.

The senior secured debt instruments are rated B1, in line with the
CFR. The senior unsecured notes issued by Sunrise Holdco IV BV,
rated B3, are ranked last in priority of claims. This reflects the
fact that they are structurally subordinated to the senior secured
debt.

RATIONALE FOR POSITIVE OUTLOOK

The positive rating outlook reflects Moody's expectation that
Sunrise's Moody's-adjusted leverage will gradually reduce through
2026 on the back of the debt repayment connected to the company's
listing as well as modest EBITDA growth throughout the period. As a
result, Moody's expect Moody's-adjusted debt/EBITDA to reduce to
below 4.75x by the end of 2026. The positive outlook also reflects
Moody's expectation that cash flow generation will remain solid,
with Moody's-adjusted CFO/debt remaining well above 15% over the
same period.

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

The ratings could be upgraded if the company's: (1) operating
performance improves leading to sustainable revenue and EBITDA
growth; (2) Moody's-adjusted debt/EBITDA falls towards 4.75x on a
sustained basis; and (3) Moody's-adjusted CFO/debt increases above
15%.

The positive outlook indicates that a ratings downgrade is unlikely
over the next 12-18 months. However, the ratings could be
downgraded if the company's: (1) operating performance deteriorates
driven, for instance, by increasing competition; (2) Moody's
adjusted debt/EBITDA increases towards 5.75x on a sustained basis;
and (3) liquidity were to weaken, as demonstrated by
Moody's-adjusted CFO/debt falling below 10%.

LIST OF AFFECTED RATINGS

Issuer: Sunrise Communications AG

Outlook Actions:

Outlook, Assigned Positive

Assignments:

Probability of Default, Assigned B1-PD

LT Corporate Family Ratings, Assigned B1

Issuer: Sunrise Financing Partnership

Outlook Actions:

Outlook, Changed To Positive From Stable

Affirmations:

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
B1

Senior Secured Bank Credit Facility (Local Currency), Affirmed B1

Backed Senior Secured Bank Credit Facility (Local Currency),
Affirmed B1

Issuer: Sunrise FinCo I BV

Outlook Actions:

Outlook, Changed To Positive From Stable

Affirmations:

Senior Secured (Foreign Currency), Affirmed B1

Issuer: Sunrise HoldCo III BV

Outlook Actions:

Outlook, Changed To Positive From Stable

Affirmations:

Senior Secured Bank Credit Facility (Local Currency), Affirmed B1

Issuer: Sunrise Holdco IV BV

Outlook Actions:

Outlook, Changed To Positive From Stable

Affirmations:

Senior Unsecured (Foreign Currency), Affirmed B3

Senior Unsecured (Local Currency), Affirmed B3

Withdrawals:

Probability of Default, Withdrawn , previously rated B1-PD

LT Corporate Family Ratings, Withdrawn , previously rated B1

Issuer: UPCB Finance VII Limited

Outlook Actions:

Outlook, Changed To Positive From Stable

Affirmations:

Senior Secured (Foreign Currency), Affirmed B1

The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.
COMPANY PROFILE

Sunrise Communications AG (Sunrise) is a European integrated
telecommunication operator that operates exclusively in
Switzerland. Over the last twelve months to September 2024, the
company generated revenue of CHF3,029 million and company-adjusted
EBITDAaL of CHF1,039 million.




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

CLARA.NET HOLDINGS: GBP80MM Bank Debt Trades at 25% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Clara.Net Holdings
Ltd is a borrower were trading in the secondary market around 75.2
cents-on-the-dollar during the week ended Friday, November 15,
2024, according to Bloomberg's Evaluated Pricing service data.

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

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

CPUK FINANCE: Fitch Affirms 'B' Rating on Second Lien Notes
-----------------------------------------------------------
Fitch Ratings has assigned CPUK Finance Limited's (CPUK) new class
A8 notes an expected 'BBB(EXP)' rating. The Outlook is Stable.
Fitch has also affirmed the other class A notes at 'BBB' and the
class B notes at 'B', with Stable Outlooks.

The new GBP346 million class A8 notes are expected to refinance
CPUK's existing GBP340 million class A4 notes, pay
transaction-related costs and fund general-corporate purposes.

The assignment of the final rating is contingent on the receipt of
final documentation conforming materially to the information
already received.

   Entity/Debt              Rating                   Prior
   -----------              ------                   -----
CPUK Finance Limited

   CPUK Finance
   Limited/Project
   Revenues - Second
   Lien/2 LT              LT B       Affirmed        B

   CPUK Finance
   Limited/Project
   Revenues - First
   Lien/1 LT              LT BBB     Affirmed        BBB

   CPUK Finance
   Limited/Project
   Revenues - First
   Lien - Expected
   Ratings/1              LT BBB(EXP)Expected Rating

RATING RATIONALE

The ratings reflect CPUK's demonstrated ability to maintain high
and stable occupancy rates, increase prices above inflation, and
ultimately deliver a solid financial performance. At the same time,
the ratings factor in CPUK's exposure to the UK holiday and leisure
industry, which is highly exposed to discretionary spending.

Overall, Fitch expects CPUK's proactive and experienced management
to continue leveraging the company's good-quality estate and
deliver steady financial performance over the medium term, despite
pressures on real disposable income in the UK.

The Stable Outlook reflects its expectation that CPUK will be able
to continue to pass on cost increases onto prices to a large extent
and maintain high occupancy rates.

KEY RATING DRIVERS

Industry Profile - 'Weaker'

Operating Environment Drives Assessment

The UK holiday park sector faces both price and volume risks, which
makes the projection of long-term cash flows challenging. It is
highly exposed to discretionary spending, to changing consumer
behaviour and to some extent, commodity and food prices. Events and
weather risks are also significant, with Center Parcs having been
affected by fire, minor flooding and the pandemic. Fitch views the
operating environment as a key driver of the industry profile,
resulting in its overall 'Weaker' assessment. The scarcity of
suitable, large sites near major conurbations provides barriers to
entry.

Sub-KRDs: Operating Environment: 'Weaker'; Barriers to Entry:
''Midrange'; Sustainability: 'Midrange'

Company Profile - 'Stronger'

Strong Performing Market Leader

CPUK has no direct competitors and the uniqueness of its offer
differentiates it from camping and caravan options or overseas
weekend breaks. Growth has been driven by villa price increases and
CPUK's large repeat customer base helps revenue stability. CPUK
also benefits from a high level of advanced bookings. An increasing
portion of food and beverage revenue is derived from concession
agreements, but these are fully turnover-linked, giving some
visibility of underlying performance.

The CPUK brand is fairly strong and the company benefits from other
brands operated on a concession basis at its sites. The company is
well into its current eight-year lodge refurbishment programme and
makes further capex projections that should maintain the estate and
offering's quality.

Sub-KRDS: Financial Performance: 'Stronger'; Company Operations:
'Stronger'; Transparency: 'Stronger'; Dependence on Operator:
'Midrange'; Asset Quality: 'Stronger'

Debt Structure - Class A 'Stronger'; Class B 'Weaker'

Cash Sweep Drives Amortisation

The class A notes have an interest-only period and also benefit
from the payment deferability of the class B notes. The notes are
all fixed-rate. Fitch views the covenant package as slightly weaker
than other typical whole business securitisation (WBS) deals, with
covenants based on free cash flow (FCF) debt service coverage
ratios (DSCR), essentially interest coverage ratios. However, this
is compensated by a cash sweep feature at the expected maturity
date of the class A notes.

As the A4 notes are repaid, the condition to issue further class A
notes is to maintain a net debt/EBITDA of 5.75x on the class A,
versus 5.0x previously. While this weakens the structural
protections in case of underperformance, it does not materially
affect Fitch's expectations of CPUK's leverage metrics remaining at
about or below 5.0x.

The transaction benefits from a comprehensive WBS security package.
Security is granted by a fully fixed and qualifying floating
security under an issuer-borrower loan structure. While the class A
notes are outstanding, only the class A noteholders can direct the
trustee to enforce any security. The class B noteholders benefit
from a topco share pledge, which is structurally subordinated to
the borrower and allows them to sell the shares in a class B
default event (eg. non-payment, failure to refinance or class B FCF
DSCR under 1.0x).

Sub-KRDs: Debt Profile: Class A - 'Stronger', Class B - 'Weaker';
Security Package: Class A - 'Stronger', Class B - 'Weaker';
Structural Features: Class A - 'Stronger', Class B - 'Weaker'

Financial Profile

Financial Summary

Under the Fitch rating case, CPUK's net debt/EBITDA stands at 4.7x
and 7.8x in the financial year ending April 2025 for the class A
and B notes, respectively. The transaction then progressively
deleverages to well below 5.0x and 8.0x, on the back of solid
operational performance, which Fitch expects to continue despite
higher inflation and pressure on discretionary spending. The
projected deleveraging profile under the FRC envisages the class A
notes' full repayment in FY34 and class B notes' full repayment by
FY41.

PEER GROUP

Operationally, the most suitable WBS comparisons are WBS pubs, as
they share exposure to discretionary consumer spending. CPUK has
proven less cyclical than leased pubs with strong performance
during previous major economic downturns. The Covid-19 pandemic has
also demonstrated CPUK's greater control over its costs.

Due to the similarity in debt structure, the transaction can also
be compared with Arqiva Financing plc. Arqiva's WBS notes are also
rated 'BBB' and envisage full repayment via cash sweep in 2032,
comparable to CPUK's expected full class A repayment. Industry risk
for Arqiva is assessed as 'Stronger' as it benefits from long-term
contractual revenue with strong counterparties, versus the 'Weaker'
assessment for CPUK. However, Arqiva's prepayment timing is partly
restricted by the expiry of these long-term contracts.

Roadster Finance DAC (Tank & Rast (T&R)) is rated 'BBB' with a net
debt/EBITDA peak of 5.1x in 2025 but reducing to 4.8x in 2027,
which then is comparable to CPUK's class A leverage. T&R is not
operationally similar to CPUK, but its financial structure of soft
maturity with a cash sweep is comparable.

RATING SENSITIVITIES

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

Class A notes:

- Deterioration of net debt/EBITDA to above 5.0x by FY25

- Substantial repayment of class A notes no earlier than 10 years
under the FRC

Class B notes:

- Deterioration of net debt/EBITDA to above 8.0x by FY25

- Substantial repayment of class B notes no earlier than 17 years
under the FRC

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

Class A notes:

- A significant improvement in performance above the FRC, with net
debt/EBITDA below 4.0x in FY25 (although CPUK has historically
tapped and re-leveraged the structure several times already) and a
full repayment of the class A notes within eight years under the
FRC

Class B notes:

- An upgrade is precluded under the WBS criteria, due to current
tap language requiring the class B notes rating post-tap to be the
lower of the rating at close and the then rating pre-tap (ie
potentially 'B' or lower). This means an upgrade could result in
unwanted rating volatility if the transaction taps the class B
notes. Even without this provision, given the sensitivity of the
class B notes to variations in performance due to their
deferability, they are unlikely to be upgraded above the 'B'
category

TRANSACTION SUMMARY

The transaction is secured by CP's holiday villages: Sherwood
Forest in Nottinghamshire, Longleat Forest in Wiltshire, Elveden
Forest in Suffolk, Whinfell Forest in Cumbria and Woburn Forest in
Bedfordshire. Each site has an average of 867 villas and is set in
a forest environment with extensive central leisure facilities.

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.

LIBERTY GLOBAL: Moody's Withdraws 'Ba3' Corporate Family Rating
---------------------------------------------------------------
Moody's Ratings has withdrawn Liberty Global plc's Ba3 corporate
family rating and Ba3-PD probability of default rating. The outlook
prior to the withdrawal was negative.

RATINGS RATIONALE

Moody's have decided to withdraw the rating(s) following a review
of the issuer's request to withdraw its rating(s).

Liberty Global plc (Liberty Global) is an international
telecommunications company, with operations in a number of European
countries. In 2023, Liberty Global reported revenue and
company-adjusted EBITDA of $7.5 billion and $2.4 billion,
respectively.

SW (FINANCE): Moody's Cuts Sr. Secured Ratings to Ba1
-----------------------------------------------------
Moody's Ratings has downgraded to Ba1 from Baa3 the backed and
underlying senior secured ratings of SW (Finance) I PLC, the
guaranteed finance subsidiary of Southern Water Services Limited
(Southern Water). The ratings remain on review for downgrade.

Concurrently, Moody's assigned a Ba1 corporate family rating and
Ba1-PD probability of default rating to Southern Water. These new
ratings have also been placed on review for downgrade.

The A1 backed senior secured ratings of those bonds that are
subject to a financial guarantee by Assured Guaranty UK Limited (A1
stable) of timely payments of scheduled interest and principal will
continue to reflect the insurance financial strength rating of the
guarantor and are unaffected by this action.                

RATINGS RATIONALE

Today's rating action reflects a deterioration in the sector's
business risk profile and associated tightening of Moody's ratio
guidance for a given rating level. It also reflects a history of
material operational and financial underperformance by Southern
Water and the risk that this will extend well into the next
regulatory period, running from April 1, 2025 to March 31, 2030 and
known as AMP8. This may act as a deterrent to raise the required
GBP4 billion new debt and at least GBP650 million new equity
capital as per the company's representation to Ofwat's draft
determination.

In the face of continuing public scrutiny and heightened political
and regulatory focus, there has been a material and sustained
weakening of credit quality for nearly all companies. Across the
sector, past decisions, including to prioritise affordability and
shareholder distributions, have contributed to underinvestment and
exacerbated the sector's exposure to changing weather patterns,
population growth and shifting expectations. Regulatory targets
have become more demanding and penalties for those that fall short
have continued to grow. With widespread investigations, fines for
UK water companies breaching environmental legislation are likely
to increase further. In addition, a perception that the water
sector is "broken" has prompted a government-initiated strategic
review that aims to improve the regulatory environment and create a
stable backdrop to attract investment. However, until completed and
any potentially credit positive recommendations are successfully
implemented, this review also brings increased near-term
uncertainty.

Taking account of the above, Moody's have changed Moody's
assessment of stability and predictability of the regulatory
environment for the UK water sector under Moody's rating
methodology to A from Aa.

Moody's have also changed Moody's overall credit impact score from
environmental, social and governance (ESG) risks for Southern Water
to CIS-5 from CIS-4, meaning that the rating is materially lower
because of the presence of very high environmental (E-5, associated
with pollution incidents) as well as high social (S-4 due to
heightened public and political attention on operational and
financial performance) and governance (G-4, reflecting a complex
group structure and derivative exposure that adversely affects
senior creditors) risks. Moody's expect these risks will continue
to weigh on the company's credit quality given its weak performance
on measures of pollution and stiff penalties for failure to meet
regulatory targets and the sizeable fines for breaching
environmental legislation.

Regulatory penalties are contributing to increasing cash flow
volatility and weaker financial metrics, particularly for companies
with a poor performance track record, such as Southern Water.
Current gearing levels of Moody's-adjusted net debt to regulatory
capital value (RCV) at 70.1% at March 2024 and good liquidity
provide some flexibility and support the Ba1 ratings. However,
unless the final determination improves materially from the draft,
there is a high risk that the company will continue to overspend on
its cost allowances as well as incur meaningful penalties during
the next regulatory period, which would increase gearing over time
unless offset by further new equity.

Since September 2021, Southern Water's controlling shareholder has
contributed GBP905 million of equity to the operating company and
GBP718 million to its holding companies. In its response to the
draft determination, Southern Water also indicated an additional
equity injection of GBP650 million by FYE March 2027, albeit
subject to a recalibration of the risk profile envisaged by the
performance commitments, appropriate funding of base and
enhancement and an allowed return that appropriately reflects
market conditions. Moody's estimate that a higher amount may be
necessary to maintain gearing around 70%.

The continuing review for downgrade reflects Moody's expectation
that Ofwat's draft determination would, if not materially changed
at the final determination stage, or through a subsequent appeal to
the Competition and Markets Authority, result in severe performance
penalties and total expenditure allowances below the level needed
to fund Southern Water's investment programme. Together with an
allowed return that falls significantly short of Southern Water's
actual cost of capital, such underperformance may challenge the
company's ability to raise equity finance to maintain leverage at
levels consistent with regulatory expectations.

Moody's senior secured debt rating is one of the ratings that Ofwat
monitors for Southern Water's compliance with a licence requirement
to maintain an investment grade rating from at least two credit
rating agencies (unless Ofwat permits a company to have only one
investment-grade credit rating). Being in breach of this
requirement could trigger enforcement action by Ofwat, which
Moody's would expect to include a remedial plan. In addition, under
Southern Water's finance documentation, if its senior secured debt
rating was below investment-grade by any two credit rating
agencies, this would – unless waived – trigger an event of
default. Such technical default would not be considered a default
under Moody's definitions, but a subsequent payment acceleration
and resulting non-payment would constitute a Moody's default.

Moody's expect to conclude the review once the final outcome of
Ofwat's regulatory review is known and Moody's have further clarity
on continuing equity support. However, the risk of creditor action
following rating downgrades and an associated event of default
under the finance documentation could extend the review.

Southern Water's ratings remain supported by the company's position
as a monopoly provider of essential water and sewerage services and
certain protections within its financing structure, including
separate liquidity reserves as well as creditor oversight during a
trigger event. The company remains in trigger under its finance
documentation because of financial ratio breaches as well as
minimum rating requirements. Southern Water obtained a waiver from
its lenders to permit continued access to financial indebtedness,
and to finance the business in a credit rating trigger event or a
financial ratio trigger event to March 2035. However, this waiver
does not affect the distribution block effected by these trigger
events. The company is also in a distribution block under the
minimum rating requirement of its licence.

The rating of the senior secured debt in line with the newly
assigned CFR considers the impact of Southern Water's inflation
swaps, with a reported credit value-adjusted net mark-to-market
(MTM) value of around GBP1.6 billion as of March 2024 (equivalent
to 23% of RCV), on the recoveries of senior creditors in a default
scenario. In such a scenario, and if senior creditors demand
payment acceleration, any derivative termination payment would rank
ahead of principal on senior debt under the post-enforcement
payment waterfall. However, Moody's also reflect the material
uncertainty of the treatment of these liabilities in any potential
future special administration or creditor-led restructuring
scenario, which could apply at the point of default.

LIQUIDITY

Southern Water has good liquidity.  As of March 2024, the company
had cash in hand of GBP513.5 million, including GBP100 million of
cash on deposit, while its finance subsidiary, SW (Finance) I PLC
held another GBP117 million of cash in designated debt service
reserve accounts. Southern Water also has access to GBP350 million
revolving credit facilities, which will mature in October 2027.

In May 2024, Southern Water issued GBP150 million by way of a tap
to existing bonds, and in October 2024, issued GBP300 million of
new bonds for cash proceeds of GBP272.5 million, further extending
its liquidity runway.

The company has limited cash requirements in financial year 2025,
but these increase in financial year 2026 when a swap accretion
payment of around GBP500 million will be due in March 2026. With
the recent bond issuance, Moody's estimate that the company has
increased its liquidity buffer, and current funds will last to
February 2026, but will not be able to fully mitigate the expected
outflow in March 2026.

Liquidity is further supported by GBP190 million of unused
super-senior standstill liquidity facilities, with a GBP27.5
million standby drawing included in the above cash position. These
are 364-day facilities but would be available to the company to
service debt in the event of a standstill being declared following
a breach of covenants.

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

An upgrade is not currently anticipated, and would require
sustained improvement in operational performance as well as
financial metrics that provides sufficient flexibility to deal with
short term shocks. This could include gearing, measured as net debt
to RCV, around 70% as guided to by Ofwat as well as an AICR above
1.2x, albeit achieved through operational improvement or a better
risk-return profile under the final determination, rather than via
financial engineering. Based on the draft determination, Moody's
expect that the company's AICR would remain below 1.0x throughout
the AMP8 period. The ratings could be confirmed if Ofwat's final
determination significantly reduces the scope for financial
penalties and cost underperformance, or if shareholders provide
sufficient equity commitments to mitigate these risks over the AMP8
period.

The ratings could be downgraded further if Southern Water appeared
unable to attract the necessary debt and equity capital in order to
deliver its business plan at a cost consistent with regulatory
allowances, including if funding difficulties at Southern Water's
parent companies reduced the likelihood of further shareholder
support or the company failed to maintain a sustained
forward-looking liquidity runway of at least 12 months. Further
downward pressure could also arise if it appeared likely that
Southern Water will face significant additional environmental fines
or operational challenges, absent further balance sheet
strengthening measures.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Regulated Water
Utilities published in August 2023.

Southern Water is the seventh largest of the water and sewerage
companies in England and Wales, with an RCV of GBP6.8 billion as of
March 2024. The company provides essential services to 2.7 million
water customers and 4.7 million wastewater customers in the
southeast of England across Sussex, Kent, Hampshire and the Isle of
Wight.



                           *********


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