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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 26, 2024, Vol. 25, No. 237

                           Headlines



G E R M A N Y

CECONOMY AG: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
SC GERMANY 2024-2: Fitch Assigns BB+sf Final Rating to Cl. E Notes
STANDARD PROFIL: S&P Places 'CCC+' ICR on CreditWatch Negative
STEPSTONE GROUP: Fitch Assigns 'B+(EXP)' LT IDR, Outlook Stable
TUI CRUISES: Moody's Raises CFR to Ba3 & Alters Outlook to Stable



I R E L A N D

AVOCA STATIC I: Fitch Assigns 'BB+sf' Final Rating to Cl. E-R Notes
CONTEGO CLO XI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
CVC CORDATUS X: Moody's Affirms B2 Rating on EUR12MM Class F Notes
HARVEST CLO XXXIII: Fitch Assigns B-sf Final Rating to Cl. F Notes
JUBILEE CLO 2018-XX: Moody's Affirms B2 Rating on EUR10.8MM F Notes

JUBILEE CLO 2024-XXIX: S&P Assigns B- (sf) Rating to Cl. F Notes


I T A L Y

INTER MEDIA: Fitch Affirms 'B+' Rating on Sec Notes, Outlook Stable


N E T H E R L A N D S

GLOBAL UNIVERSITY: Moody's Hikes CFR to B1, Outlook Remains Stable


N O R W A Y

TGS ASA: Moody's Rates New $550MM Senior Secured Notes 'Ba3'


P O L A N D

MBANK SA: Fitch Rates Planned AT1 Notes Issue 'B+'


R U S S I A

ARAGVI HOLDING: Fitch Assigns 'B+' Final Rating to $550MM Eurobond
KAFOLAT INSURANCE: Fitch Alters Outlook on 'B+' IFS Rating to Neg.
UZBEKNEFTEGAZ: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


S P A I N

LUGO FUNDING: S&P Assigns BB- (sf) Rating to Class F-Dfrd Notes


S W I T Z E R L A N D

ARCHROMA HOLDINGS: S&P Affirms 'B' LT ICR, Outlook Negative


T U R K E Y

ANADOLUBANK AS: Fitch Affirms 'B' Long-Term IDRs, Outlook Positive


U N I T E D   K I N G D O M

DECHRA TOPCO: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable
DUNALASTAIR HOTEL: Grant Thornton Named as Joint Administrators
DUNALASTAIR SUITES: Grant Thornton Named as Joint Administrators
EAGLE MIDCO: Secured Term Loan Add-on No Impact on Moody's 'B3' CFR
EG GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Stable

HHGL LIMITED: Teneo Financial Named as Joint Administrators
LUCKY 13: Menzies LLP Named as Joint Administrators
METRO BANK: Fitch Hikes LongTerm IDR to 'B+', Outlook Positive
WOTE LIMITED: Turpin Barker Named as Administrators

                           - - - - -


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G E R M A N Y
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CECONOMY AG: Fitch Affirms 'BB' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Ceconomy AG's Long-Term Issuer Default
Rating (IDR) at 'BB' with Stable Outlook.

The affirmation reflects continued satisfactory trading performance
in FY24 (financial year end September), with sequential profit
recovery over FY23-FY24 after a very weak FY22. The Stable Outlook
reflects its expectation that, after its leverage peaked in FY22 at
a level that was inconsistent with the rating, the restoration of
profitability and the return to positive cash flow generation in
FY23 are sustainable and should support gradual deleveraging to
EBITDAR net leverage of close to 4.0x in FY24-FY25.

The rating also reflects Ceconomy's large-scale, well-diversified
product offering, omnichannel capabilities, and its pan-European
footprint. Rating constraints are low operating margins in a
competitive market, a history of volatile free cash flow (FCF) and
tight EBITDAR fixed charge cover.

Key Rating Drivers

Recovery from Low Profitability: Ceconomy operates in the largely
commoditised mass market of appliances and consumer-electronics
retailing, which is exposed to intense competition, limited
customer loyalty and high online market penetration.

After falling to below 2% in FY22, its EBITDA margin remains weak
but should continue its recovery towards 2.5% by FY26. Fitch
forecasts EBITDA to rise towards EUR600 million by FY27 from EUR364
million in FY23. This will be aided by cost-efficiency measures, a
shift of the product mix to private label and increasing
contribution of the services and solutions business and media
services. Fitch also expects demand drivers to improve in its core
markets in FY25, due to consumer confidence recovery and
replacement-cycle dynamics.

Leading European Consumer-Electronics Retailer: Ceconomy is the
largest consumer-electronics retailer in Europe, but Fitch places
its business profile at between the 'BBB' and 'BB' categories due
to a fiercely competitive and volatile market. It benefits from a
strong brand name, sizeable operations with a pan-European
footprint, and a well-diversified product offering with adequate
omnichannel capabilities.

Online sales, which accounted for 22% of total sales in FY23 and
are gradually growing, help Ceconomy defend its market share
against intense online competition. Overall, the company has
successfully gained market share in FY24. However, trading is
mostly driven by its core market of Germany, where demand remains
subdued.

Diversification Offsets Macroeconomic Challenges: Ceconomy's
geographic diversification offset weak sales during FY23-FY24 in
Germany, where consumers were tightening spending on major
non-discretionary items, with the strength of the Turkish, Dutch
and Spanish markets. For FY24 Fitch estimates that spending on
electronics and appliances has remained stagnant in Europe, but a
resumption of replacement cycles for small appliances and phones
plus innovation in personal computers and other items should now
start to lift demand.

Working Capital Stabilising: Following a partial normalisation of
trade working capital (TWC) in FY23 that reversed some of the heavy
outflows of close to EUR800 million in FY21-FY22, Fitch expects
further inflows in FY24 before they turn neutral in FY25-FY27.
Store-related investments remain focused on renovation and are
limited to the opening of small formats and only few new large
flagships. Ceconomy is investing in the redesign of its logistics
model. Fitch expects these higher-than-historical cash requirements
for capex to be covered by internal cash flow.

FCF Recovery: Barring a resumption of dividend payments - which
management has ruled out until it has delivered on its strategic
plan in FY26 - Fitch expects Ceconomy to generate consistently
neutral to mildly positive FCF. Its view of sustained positive FCF
is an important rating consideration, given the importance of
well-managed TWC against the company's investment needs and
structurally low EBITDA margins.

Execution Risks: In its biggest markets, Ceconomy is shifting from
a reliance on third-party distributors and stocking products in the
warehouses of each of its stores to one large nationwide hub,
complemented by smaller regional ones. Fitch sees some execution
risks due to the magnitude of the transformation but, if
successful, it will lead to more agile management of inventories.
This will enable Ceconomy to operate with lower stocks and, once
the automation of logistics operations is also completely
implemented, to lower operating costs.

Leverage Recovery Since FY23: The weak FY22 performance, combined
with two years of inflated WC, led to a jump in EBITDAR net
leverage to 4.8x, before it fell in FY23 to 4.5x, which was close
to the 4.0x negative sensitivity. Fitch sees scope for further
improvements in FY24, potentially reaching 4.0x in FY25. These
levels place Ceconomy's financial structure score in the mid-to-low
end of the 'BB' rating category.

Tight Fixed-Charge Coverage: Fitch sees weak EBITDAR fixed-charge
coverage remaining below 2.0x, which corresponds to a low 'B'
level. This is balanced by its actively managed leased store
network, mitigating the impact of inflation indexation, and leading
to broadly flat lease payments and modest cash debt service.
However, tightening fixed-charge coverage ratios would signal less
effective property management and could put ratings under
pressure.

Adequately Managed Property Portfolio: Fitch recognises Ceconomy's
active management of its operating leases, which provides financial
flexibility, given the short-term nature of leases as well as the
inclusion of early termination clauses, usually linked to
store-based profitability metrics. Fitch uses a lower estimated 7x
lease multiple (than the standard 8x) when computing Ceconomy's
lease-adjusted debt metrics to reflect that a proportion of its
leases are turnover-based.

Derivation Summary

Ceconomy's 'BB'/Stable combines the 'BBB' traits of its sizeable
operations, market position and product offering, with 'B' levels
of operating profitability and credit metrics. Fitch also regards
as a rating constraint the highly commoditised consumer electronics
markets in which Ceconomy operates, with exposure to demand
volatility and growing competing online penetration. Fitch
consequently views Ceconomy's credit profile as being in line with
that of the consumer electronics retail sub-sector.

Ceconomy's closest Fitch-rated peer is FNAC Darty SA (BB+/Stable).
FNAC is almost three times smaller by revenue but has slightly
stronger profitability due to its greater focus on premium
segments, editorial products and subscription services, and a
demonstrated ability to pass on price increases and protect
margins. FNAC's EBITDA margin at around 4% is double that of
Ceconomy's currently, which explains the one-notch rating
differential, although Fitch expects the margin to gradually
improve towards 3%.

Compared with Kingfisher plc (BBB/Stable), the largest DIY group in
UK and Poland, Ceconomy has similarly strong positions in its
respective markets, combined with scale and good diversification.
Ceconomy's financial policy of a maximum 2.5x net debt (including
leases)/ EBITDAR and well-managed leased property portfolio are
positive for its credit profile, although this is offset by
considerably lower profitability, weaker coverage metrics and
around 2 turns higher leverage versus Kingfisher's. This is
reflected in the three-notch rating differential.

Similarly-rated Pepco Group N.V (BB/Stable), a European value
retailer with leading positions in CEE markets, is smaller in scale
but has higher EBITDA margin (13%) than Ceconomy. Pepco has
slightly better coverage metrics and similar leverage to
Ceconomy's.

Relative to Spanish department store El Corte Ingles S.A. (ECI,
BBB-/Stable), Ceconomy is larger, more geographically diversified
(ECI generates 95% of sales in Spain) and better positioned in its
online service offering. ECI, however, has a more premium service
offering, with prime-city store locations and customer loyalty, as
well as higher own-brand sales, which translate into higher EBITDA
margin (6.6%) than Ceconomy. The two-notch rating differential is
further explained by lower leverage and stronger coverage metrics
for ECI.

Compared with another direct peer in the consumer-electronics
space, UK retailer Currys plc, Ceconomy is around 2x larger in
absolute sales, reflecting operations across multiple European
countries. Its gross profit and EBITDA margins are similar to
Currys' at around 18% and 2%-3%, respectively.

Key Assumptions

- Low single-digit revenue growth over FY25-FY27 from
company-reported EUR22.4 billion in FY24

- Fitch-defined EBITDA margin to improve to 2.3% in FY25 (1.7% in
FY23) and gradually expanding to 3% in FY27

- Leases at 2.4%-2.5% of sales to FY27

- TWC inflow of around EUR116 million in FY24 followed by a
normalisation with a marginally positive cash impact over
FY25-FY27

- Capex at around EUR275 million a year, corresponding to around
1.2% of sales to FY27

- No dividend payments over FY24-FY25. Dividend payments of EUR50
million in FY26 and EUR75 million in FY27

RATING SENSITIVITIES

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

- Decline in profitability and like-for-like sales, for example,
due to increased competition or a poor business mix, with EBITDA
margin remaining below 2%

- EBITDAR fixed-charge coverage below 1.6x

- EBITDAR net leverage consistently above 4.0x

- Mostly negative FCF

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

- Improved profitability and like-for-like sales, for example, due
to a strengthened competitive position or an improved business mix,
with Fitch-defined EBITDA margin sustained above 2.5%

- EBITDAR net leverage consistently below 3.5x

- EBITDAR fixed-charge coverage above 1.8x

- Neutral to marginally positive FCF generation and improved cash
flow conversion leading to lower year-on-year trade WC volatility

Liquidity and Debt Structure

Fitch estimates Ceconomy's readily available cash balance at around
EUR1 billion at FYE24, which is adequate for its limited debt
service requirements in the absence of material contractual debt
maturities until FY26-FY27. Fitch projects low single-digit FCF
margins, which should help keep the cash balance broadly stable,
unless distributed to shareholders.

Ceconomy has access to an undrawn committed revolving credit
facility (RCF) of EUR1.06 billion due in 2026, as well as a EUR500
million commercial paper programme to support short-term financing
needs (EUR115million utilised as of June 2024), although Fitch does
not include the latter in its liquidity calculation. In July 2024,
Ceconomy demonstrated its access to capital markets by issuing
EUR500 million notes (6.25%, due 2029) to refinance its EUR500
million notes maturing in FY26, a portion of which (EUR144 million)
remains due in 2026 after the tender.

Fitch does not restrict the cash balance for WC purposes, as Fitch
views its cash position in the fourth quarter of its financial year
as a fair representation of the average annual level, despite large
WC swings during the year, particularly around the first and third
quarters. Its assessment considers that the favourable WC swing
between the fourth and first quarters tends to be larger than the
cash-absorbing WC swing between the second and third quarters.

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
   -----------              ------        --------   -----
Ceconomy AG           LT IDR BB  Affirmed            BB

   senior unsecured   LT     BB  Affirmed   RR4      BB

SC GERMANY 2024-2: Fitch Assigns BB+sf Final Rating to Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has assigned SC Germany S.A., Compartment Consumer
2024-2's (SCGC 2024-2) class A to F notes final ratings.

The class F notes' final rating is one notch above the expected
rating due to higher available excess spread.

   Entity/Debt            Rating             Prior
   -----------            ------             -----
SC Germany S.A.,
Compartment
Consumer 2024-2

   A XS2903302201     LT AAAsf  New Rating   AAA(EXP)sf
   B XS2903303191     LT AA-sf  New Rating   AA-(EXP)sf
   C XS2903303860     LT Asf    New Rating   A(EXP)sf
   D XS2903303944     LT BBBsf  New Rating   BBB(EXP)sf
   E XS2903304165     LT BB+sf  New Rating   BB+(EXP)sf
   F XS2903304322     LT BBBsf  New Rating   BBB-(EXP)sf

Transaction Summary

The transaction is a securitisation of unsecured consumer loans
originated to private borrowers by Santander Consumer Bank AG (SCB;
A-/Stable/F2). It features a six-month revolving period and a
combination of sequential and pro rata amortisation.

KEY RATING DRIVERS

Default Expectations Reflect Deteriorating Performance: SCB's book
has reported higher default rates since 2022. This deterioration in
performance is also visible in recent predecessor transactions.
Inflation has compromised affordability in Germany and SCB has
implemented measures to curb the increase in defaults. Fitch's
default rate assumption of 6.5% (5.25% for SC Germany S.A.,
Compartment Consumer 2023-1; SCGC 2023-1) reflects these higher
levels, combined with its view of slightly improving borrower
affordability due to rising wages and falling inflation.

Due to the cyclically higher base case default rate, Fitch used a
lower 'AAA' default multiple (4.0x vs 4.5x), leading to a smaller
relative change in the 'AAA' default assumption. Fitch also
slightly lowered the base case recovery rate assumption to 15%
(17.5% for SCGC 2023-1), driven by the lower recoveries in recent
bank book data as well as the existing transactions.

Improved Excess Spread: SCGC 2024-2's weighted average (WA) pool
yield of around 9.0% is higher than 7.5% for SCGC 2023-1. The
increase is in line with the broader consumer lending market. SCGC
2024-2's aggregate senior costs, net swap and interest payments are
lower than those of SCGC 2023-1. The improved cost/income dynamics
result in higher available excess spread, which is beneficial for
the transaction. Structural features like replacement servicer fee
reserve also support excess spread.

Pro-Rata Length Key to Repayment: In Fitch's cash-flow modelling,
the full repayment of senior notes is dependent on the length of
the pro rata attribution of principal funds. Fitch finds the
three-month rolling average dynamic net loss ratio to be the most
effective trigger to stop the pro rata period in the event of
performance deterioration.

Counterparty Risks Addressed: The transaction has a funded
liquidity reserve to bridge payment interruption and reserves for
commingling and set-off risk. The commingling and set-off reserves
will be funded if the seller is downgraded below a rating threshold
of 'BBB'. All reserves are adequate to cover their exposures, in
its view, and in line with its criteria. Rating triggers and
remedial actions for the account bank and swap counterparty are
adequately defined and in line with its criteria.

RATING SENSITIVITIES

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

Asset performance deterioration beyond its current expectations in
the form of higher defaults and larger losses due to adverse
changes to macroeconomic conditions, especially rising unemployment
in light of the structural challenges facing the German economy
could result in downgrades. Additionally, prolonged pro rata
amortisation due to defaults being more back loaded than assumed
might impact the senior notes' ratings.

Expected impact on the notes' ratings of increased defaults (class
A/B/C/D/E/F):

Increase default rate by 10%: 'AA+sf'; 'A+sf'; 'A-sf'; 'BBBsf';
'BB+sf'; 'BBBsf'

Increase default rate by 25%: 'AA-sf'; 'Asf'; 'BBB+sf'; 'BBB-sf';
'BBsf'; 'BBB-sf'

Increase default rate by 50%: 'Asf'; 'BBB+sf'; 'BBBsf'; 'BBsf';
'B+sf'; 'BBsf'

Expected impact on the notes' ratings of reduced recoveries (class
A/B/C/D/E/F):

Reduce recovery rates by 10%: 'AA+sf'; 'AA-sf'; 'Asf'; 'BBBsf';
'BB+sf'; 'BBBsf'

Reduce recovery rates by 25%: 'AA+sf'; 'AA-sf'; 'Asf'; 'BBBsf';
'BB+sf'; 'BBBsf'

Reduce recovery rates by 50%: 'AA+sf'; 'A+sf'; 'A-sf'; 'BBB-sf';
'BB+sf'; 'BBBsf'

Expected impact on the notes' ratings of increased defaults and
reduced recoveries (class A/B/C/D/E/F):

Increase default rates by 10% and reduce recovery rates by 10%:
'AA+sf'; 'A+sf'; 'A-sf'; 'BBB-sf'; 'BB+sf'; 'BBBsf'

Increase default rates by 25% and reduce recovery rates by 25%:
'AA-sf'; 'Asf'; 'BBB+sf'; 'BB+sf'; 'BBsf'; 'BB+sf'

Increase default rates by 50% and reduce recovery rates by 50%:
'Asf'; 'BBB+sf'; 'BBB-sf'; 'BBsf'; 'B-sf'; 'BBsf'

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

Better than expected transaction performance, due to improving
borrower affordability with rising wages and falling inflation,
resulting in lower defaults and losses than expected will result in
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

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

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

ESG Considerations

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

STANDARD PROFIL: S&P Places 'CCC+' ICR on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings placed its 'CCC+' ratings on Standard Profil
Automotive and its debt on CreditWatch with negative implications.

The CreditWatch indicates that S&P could lower its ratings by up to
two notches if the company's liquidity position does not improve
before the end of this year.

Standard Profil's liquidity position is deteriorating amid weak
automotive market conditions.  The group's EUR30 million
super-senior RCF expires on April 30, 2025, when about EUR26.9
million of drawings is due, and we estimate other short-term bank
loan maturities of EUR16.9 million on June 30, 2024. S&P said,
"With cash on hand of about EUR33.5 million on the same date, and
operating performance likely to remain challenged by weakening auto
market conditions, we think Standard Profil's liquidity cushion is
eroding. This could complicate the repayment of drawings on the
super-senior RCF. We will update our forecast after the company
reports its third-quarter results in December to incorporate its
latest cash balance and any potential tailwinds from working
capital inflows and compensation from automakers that could partly
offset currently weaker light vehicle production levels. We will
also consider any potential announcement on the company's strategy
to repay or refinance its super-senior RCF and other short-term
debt maturities. We will also evaluate the likelihood of any
potential additional support from Standard Profil's main
shareholder Actera Group, which injected EUR10 million of equity in
2023."

S&P said, "In addition to current liquidity pressures, we also
believe the risk of debt restructuring has increased.  Standard
Profil's senior secured notes due in April 2026 are currently
trading at a distressed level of about EUR0.68 to EUR1. We believe
this indicates difficult refinancing conditions and could lead the
group to consider proposing a distressed exchange to its
bondholders if market conditions remain unfavorable and its planned
refinancing is further delayed. We note that the company has
recently hired financial advisory firm Teneo, which specializes in
special situations including restructuring and insolvency. We will
continue to monitor actively any potential new announcement from
the company on the strategy for its capital structure over the next
few weeks.

"Difficult auto market conditions are likely to further impair
Standard Profil's operating performance.  In our current
preliminary base case, we now anticipate the group's revenue will
fall by about 7% this year as a result of weaker light vehicle
production of certain key customers, such as Volkswagen and Ford,
and generally lower sales of battery electric vehicles globally. At
the same time, we project an S&P Global Ratings-adjusted EBITDA
margin of 15%-16%, which we believe to be insufficient for the
group to generate meaningful positive free operating cash flow
(FOCF). We now project negative FOCF of about EUR2 million this
year, constrained by capital expenditure of about EUR40 million (or
about 9% of sales) and still-high cash interest expenses of about
EUR30 million. We will update our assumptions for 2024 and 2025
after the company releases its third-quarter financial report."

CreditWatch

S&P said, "The CreditWatch placement with negative implications
indicates that we could lower our ratings on Standard Profil by up
to two notches before year-end 2024 if the company's liquidity
position fails to improve.

"We could lower the ratings by two notches if we consider it likely
that the company will default on its RCF due in April 2025.

"We could lower the ratings by one notch if we believe the company
is unlikely to default on the super-senior RCF, but we view the
probability of a distressed exchange for the senior secured notes
in 2025 as high.

"We expect to resolve the CreditWatch shortly after the company
reports its third-quarter results in December and we obtain more
visibility on its refinancing strategy."


STEPSTONE GROUP: Fitch Assigns 'B+(EXP)' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned The Stepstone Group Holding GmbH
(Stepstone) an expected Long-Term Issuer Default Rating (IDR) of
'B+(EXP)' with a Stable Outlook. Fitch has also assigned The
Stepstone Group MidCo 2 GmbH's proposed EUR1,925 million term loan
B (TLB) an expected senior secured debt rating of 'BB-(EXP)' with a
Recovery Rating of 'RR3'.

Stepstone will be held, operated and financed as an independent
company under the majority ownership of affiliates of KKR & Co.
(KKR) and CPP Investments, as part of the strategic decision to
separate Axel Springer SE's media business from its classifieds
business. The debt proceeds will be mostly used to repay existing
debt of Axel Springer.

The assignment of final ratings is contingent on the completion of
the transaction, the issue of the senior secured debt, and the
receipt of final documents conforming to information already
received.

The IDR reflects increased leverage post the separation of Axel
Springer, inherent business cyclicality, and high initial leverage.
Rating strengths are a solid business profile and high EBITDA
margins owing to a flexible cost structure, which in turn has
supported continued cash flow generation. The Stable Outlook
reflects its expectation that Stepstone has sufficient operational
and financial flexibility to navigate a weak operating environment
in 2025, leading to a decline in Fitch-defined EBITDA leverage to
5.5x by end- 2026. Fitch also expects the group to adhere to a
conservative financial policy.

Key Rating Drivers

High Leverage: Fitch projects Fitch-defined leverage to rise to
6.3x at end-2024, which is inconsistent with the rating. This is
due to expected weak EBITDA resulting from reduced demand for
staffing and hence job listings. Despite its high initial leverage,
the group has the ability to rapidly deleverage, due to an
asset-light business model and healthy cash flow generation. Fitch
expects leverage to fall to 6.0x at end-2025 and 5.5x at end-2026.
Fitch expects cash flow from operations (CFO) less capex/total debt
to average 4% in 2024-2026 and trending higher thereafter, which
will be more aligned with the rating.

Solid EBITDA Margin: Stepstone's EBITDA margin has shown a strong
upward trend, rising to 33% in 2023 from 30% in 2022. This was
achieved by major cost-control measures and some price increases.
Despite challenging economic conditions, the group's ability to
manage costs effectively has allowed it to improve its EBITDA
margins. The group has experienced some challenges in 2H24, but
overall cost-saving measures should largely offset revenue
reductions, allowing EBITDA margins to remain robust.

Exposure to Cyclicality: Stepstone is exposed to economic cycles
due to its dependence on job and hiring trends that correlate with
the overall economy. Under Fitch's Global Economic Outlook, Fitch
expects labour markets to remain subdued in advanced economies.
Employment growth is slowing, job vacancies are falling and surveys
show firms becoming less concerned about labour shortages. Fitch
expects economic disruptions to continue to affect Stepstone
through 2025. Fitch expects revenues and EBITDA to decline 10% in
2024 and flatten out in 2025.

While its base case projects some normalisation of hiring volumes
in 2026, a prolongation of the current cycle cannot be ruled out
and poses a downside risk for the rating.

Robust Market Position: Stepstone is the leader in its core market,
Germany, with an estimated 39% market share and a robust presence
across EMEA and North America. Competition in the online
recruitment space is intense and dynamic, driven by the rapid
adoption of digital technologies and the evolving needs of both job
seekers and employers. Key competitors include established job
portals, professional networking sites, and emerging platforms
leveraging artificial intelligence and machine learning to enhance
the recruitment process.

Consistently Positive FCF: Fitch expects Stepstone to generate high
FCF margins on an average well above 5% over the next four years,
due to low capex requirements and favourable working-capital
dynamics. FCF generation is a key supporting factor for the rating.
Fitch believes the group will maintain financial discipline and
seek to deleverage over the next three years. Its forecast assumes
no major M&As in the near term and Fitch would treat any large M&A
as event risk.

Limited-to-Moderate Execution Risks: Stepstone's strategy involves
increasing penetration in the US market, although it has the
potential to leverage its AppCast platform. However, Fitch sees
some execution risks in the highly competitive U.S. recruitment
market, with online marketplace operators having faced significant
challenges in the past. On the other hand, execution risks are
lower in the core German market, where Stepstone has a strong
market position.

Derivation Summary

Among Stepstone's key competitors is Indeed, a global leader in
online recruitment with extensive reach and robust search
algorithms. Similarly, LinkedIn, with its unique blend of
professional networking and job listings, is larger or more
geographically diversified than Stepstone; however, Stepstone
benefits from its aggregation offering that Linkedin does not
provide. Moreover, Stepstone has maintained a strong market share
in Germany as well as in its other main geographies.

Stepstone's closest Fitch-rated peer in EMEA is Speedster Bidco
GmbH (AutoScout24; B/Stable). AutoScout24 is one of the leading
European digital automotive classifieds platforms that offers
listing platforms for used and new cards, motorcycles and
commercial vehicles to dealers and private sellers. AutoScout24
operates in a potentially less cyclical end-market than Stepstone
and generates much higher EBITDA margins. However, it has higher
leverage and weaker cash flow generation potential because of
significant interest costs.

ZipRecruiter, Inc (B+/Negative) operates a similar business model
to Stepstone but has smaller scale, less diversification, a weaker
market position, and lower EBITDA margins though the company
maintains leverage at much lower levels than Stepstone in
normalised years.

Fitch also compares Stepstone with other recruitment firms such as
Auxey Midco Limited (AMS; B/Stable). AMS operates in the HR
outsourcing sector but is limited by scale and market position,
which is reflected in its tighter thresholds and lower rating than
Stepstone.

Key Assumptions

- Low double-digit revenue decline in 2024 followed by flat
revenues in 2025 and mid-single digit growth in 2026 as job markets
stabilise

- Fitch-defined EBITDA margins at 33%-37% in 2024-2027

- Working-capital inflows/outflows of EUR10 million-EUR20 million
per year

- Capex at 6%-7% of revenue to 2027

- No dividend payments for 2024-2027

- Small bolt-on acquisitions

- No dividends or large M&As

- Fitch treats a planned Holdco PIK to be raised at Traviata B.V.
level as non-debt of Stepstone due to its subordination features,
interest payment structure and longer-dated maturity

Recovery Assumptions

Fitch assumes Stepstone would be considered a going-concern (GC) in
bankruptcy and that it would be reorganised rather than liquidated.
This is underscored by the group's immaterial tangible asset base,
online platform, and existing user base of job seekers and
employers. These features make Stepstone, in the event of financial
distress, a natural target for other recruitment platforms looking
to expand market share and recruitment agencies capable of
benefitting from synergies out of its integration.

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

In its bespoke GC recovery analysis, Fitch estimates
post-restructuring GC EBITDA available to creditors of around
EUR250 million, reflecting limited growth, a cyclical downturn and
higher competitive intensity leading to lower margins. At the GC
EBITDA, Fitch expects the group to generate neutral to mildly
positive FCF and its capital structure to be unsustainable. Hence,
Fitch sees a restructuring of its financial liabilities to restore
the sustainability of interest expense as inevitable.

Fitch has used a distressed enterprise multiple of 6.0x.

These assumptions lead to an instrument rating of 'BB-(EXP)', one
notch above the IDR, resulting in a recovery rate of 61% for the
senior secured debt, within the 'RR3' range. The capital structure
includes senior secured debt of EUR 1,925 million including an
equally ranking revolving credit facility (RCF) of EUR300 million,
assumed fully drawn in a default.

RATING SENSITIVITIES

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

Pressure on EBITDA margins due to resumption of costs to boost
growth or pricing pressure in a competitive environment that keep
Fitch-defined EBITDA leverage above 5.5x

Volatile FCF generation

EBITDA interest cover below 3.0x on a sustained basis

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

Fitch-defined EBITDA leverage below 4.5x through the cycle on a
sustained basis

FCF margin consistently above 10%

Greater commitment to a financial policy that aligns with
creditors' interests (such as clearly articulated shareholder
remuneration and/or M&A policies that favour lower leverage)

Liquidity and Debt Structure

Comfortable Liquidity: Fitch expects the business to be cash-flow
generative with positive FCF margins above 4% in 2024-2026, based
on its conservative forecasts. Post-separation, Stepstone will have
no short-term debt maturities and have its new term loan with a
seven-year tenor. It will also have access to a EUR300 million RCF
with a 6.5-year tenor. Fitch expects these resources to be enough
to fund seasonal working-capital and capex requirements.

Issuer Profile

Stepstone operates online recruitment platforms and provides
job-search related services including placement of job
advertisements, programmatic recruitment as well as employer
branding services.

Date of Relevant Committee

14 November 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt                Rating                   Recovery   
   -----------                ------                   --------   
The Stepstone Group
Holding GmbH            LT IDR B+(EXP)  Expected Rating

The Stepstone Group
MidCo 2 GmbH

   senior secured       LT     BB-(EXP) Expected Rating   RR3

TUI CRUISES: Moody's Raises CFR to Ba3 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings has upgraded TUI Cruises GmbH's long term corporate
family rating to Ba3 from B1 and probability of default rating to
Ba3-PD from B1-PD. Concurrently, Moody's have upgraded the
company's senior unsecured notes ratings to B2 from B3 and assigned
a B2 instrument rating to the proposed EUR375 million senior
unsecured notes maturing in 2030. The outlook was changed to stable
from positive.

The proceeds from the proposed EUR375 million senior unsecured
notes are, together with cash on balance sheet, expected to
refinance a portion of the outstanding EUR474 million senior
unsecured notes maturing in 2026 and pay transaction related costs
and fees.

RATINGS RATIONALE      

The rating upgrade reflects TUI Cruises' ongoing strong financial
performance which is fostered by a favorable market environment
with advance customer bookings providing good visibility into the
next 12-18 months. The occupancy rates of its Mein Schiff (MS)
brand is expected to remain around 100% and towards 80% for the
Hapag-Lloyd Cruises (HPC) brand, catering for an unchanged high
profitability as measured by Moody's EBITA-margin well above 25%.

Moody's expect earnings to further grow in 2025 and beyond on the
back of the strong booking trends and increased capacity from two
new vessels which are expected to start operating from early 2025
and summer 2026. Despite the ongoing market-wide increase in cruise
fleets, Moody's expect demand to exceed capacity as consumers
prefer experiences over goods as well as favorable demographics in
the company's core markets. TUI Cruises is set to benefit from its
strong brand recognition in the German-speaking cruise market, a
good value proposition versus land-based vacations, as well as a
young and attractive fleet. The booking levels for winter 2024/25
and summer 2025 already indicate high capacity utilization with
unchanged pricing power.

TUI Cruises' ongoing fleet expansion and expected shareholder
distributions result in limited deleveraging and negative free flow
generation until at least 2026. Moody's do not forecast further
fleet expansion currently. The significant upfront investments
support the company's growth going forward albeit there is a risk
of overcapacity and pricing pressure in the market once the global
cruise trend begins to mature or is hampered by a cyclical
downturn.

Moody's forecast Moody's adjusted Debt/EBITDA gradually moving
below 4.0x and Moody's adjusted EBITA/Interest expense well above
5.0x in the next 12-18 months, despite ongoing debt-funded fleet
investment and expect Moody's adjusted FCF/debt of around -5% per
and swift turn to positive thereafter considering the phase-out of
capital expenditure to expand the fleet. This will enable TUI
Cruises to repay the annual debt installments and accelerate
deleveraging.

To maintain an adequate liquidity, strong profitability and cash
conversion are required given sizeable short term debt obligations.
TUI Cruises' profitable business model (with a Moody's adjusted
profitability around 25.5%) and good operating cash flow conversion
with Moody's Retained Cash flow/ Net debt hovering around 15% over
the next 12 to 18 months will help maintain adequate liquidity,
although the company may have to temporary draw on its revolving
credit facilities during the low season.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects TUI Cruises solid positioning within
the Ba3 rating category and Moody's expectation that booking trends
and capacity increase will enable TUI Cruises to reduce Moody's
adjusted leverage to well below 4.0x in 2025. The stable outlook
also assumes that the company will generate sufficient cash flow to
meet its contracted debt repayment obligations over the next 12-18
months while maintaining an adequate liquidity.

LIQUIDITY

TUI Cruises' liquidity is adequate, supported by around EUR70
million of cash on balance sheet pro forma for the proposed
transaction, and around EUR500 million capacity under its revolving
credit facilities (RCFs). The company's RCFs mature in December
2025 (with a one-year extension option at TUI Cruises' discretion).
Headroom under the financial covenants is adequate and is expected
to remain so even after Q1 2025, once the original covenant will be
tested again. Moody's expect the company to address its maturities
well in advance of their due dates. The proposed EUR375 million
senior unsecured notes will improve TUI Cruises' maturity profile
further as it addresses a large portion of the EUR474 million
unsecured notes maturing in 2026.

STRUCTURAL CONSIDERATIONS

TUI Cruises' senior unsecured notes – consisting of EUR350
million maturing 2029, the proposed EUR375 million maturing in 2030
and EUR99 million maturing in 2026 - are rated B2, two notches
below the CFR. The difference to the CFR reflects the deeply
subordinated nature of these instruments, with around EUR2.2
billion of debt ranking contractually ahead of the senior unsecured
notes. The unsecured notes rank junior to the EUR2.1 billion of ECA
financing, which has a first-lien security over a large portion of
the fleet and EUR600 million of bank debt, which has a second-lien
security over certain vessels. Moody's used a family recovery rate
of 50% because of the mix of bank and bond debt in the capital
structure and the presence of a comprehensive financial covenant
package.

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

A further ratings upgrade would require an increased scale and a
higher degree of diversification, as well as Moody's adjusted
Debt/EBITDA maintained below 3.5x, EBITA/interest expense remaining
well above 4x, RCF/net debt trends trending towards 20%, while
maintaining an good liquidity profile.

Conversely negative ratings pressure could develop if Moody's
adjusted Debt/EBITDA does not improve sustainably below 4.0x,
EBITA/interest expense falls below 3.0x, RCF/net debt deteriorates
towards 10%/not trending towards 15% or the company's liquidity
profile deteriorates. Evidence of a weaker commitment to its
balanced financial policy could also put downward pressure on the
ratings.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TUI Cruises GmbH (TUI Cruises) is a cruising company that operates
a fleet of 12 cruise vessels across two brands: Mein Schiff, a
premium/upper contemporary brand, and Hapag Lloyd Cruises, a luxury
and expedition brand. TUI Cruises sources its passengers from
Germany (80%-90% across its two brands), Austria and Switzerland,
and offers German-speaking crew on board. TUI Cruises is a joint
venture between TUI AG (B1 positive) and Royal Caribbean Cruises
Ltd. (Royal Caribbean, Ba1 positive).



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

AVOCA STATIC I: Fitch Assigns 'BB+sf' Final Rating to Cl. E-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Avoca Static CLO I DAC reset notes final
ratings, as detailed below.

   Entity/Debt                  Rating               Prior
   -----------                  ------               -----
Avoca Static CLO I DAC

   A XS2677667037           LT PIFsf  Paid In Full   AAAsf
   B XS2677667201           LT PIFsf  Paid In Full   AAsf
   C XS2677667466           LT PIFsf  Paid In Full   Asf
   Class A-R XS2935873880   LT AAAsf  New Rating     AAA(EXP)sf
   Class B-R XS2935873377   LT AAsf   New Rating     AA(EXP)sf
   Class C-R XS2935873450   LT Asf    New Rating     A(EXP)sf
   Class D-R XS2935874003   LT BBB+sf New Rating     BBB+(EXP)sf
   Class E-R XS2935873708   LT BB+sf  New Rating     BB+(EXP)sf
   D XS2677667623           LT PIFsf  Paid In Full   BBBsf
   E XS2677667979           LT PIFsf  Paid In Full   BB-sf

Transaction Summary

Avoca Static CLO I DAC is an arbitrage cash flow collateralised
loan obligation (CLO) that is serviced by KKR Credit Advisors
(Ireland) Unlimited Company. Net proceeds from the notes issuance
have been used to purchase a static pool of primarily secured
senior loans and bonds, with a target par of EUR275.2million.

KEY RATING DRIVERS

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

High Recovery Expectations (Positive): Senior secured obligations
and first-lien loans make up nearly 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
weighted average recovery rate (WARR) of the current portfolio is
61.8%.

Diversified Portfolio Composition (Positive): The largest three
industries comprise 37.5% of the portfolio balance, the top 10
obligors represent 14.8% of the portfolio balance and the largest
obligor represents 1.6% of the portfolio.

Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are only permitted if
there is no event of default and the aggregate principal balance of
all obligations sold during preceding 12-month period is no greater
than 30% of aggregate collateral balance. Credit-risk obligations,
defaulted obligations or loss-mitigation loans may be sold at any
time provided that no event of default has occurred.

Allowance for Maturity Extensions (Neutral): The manager may vote
in favour of a maturity amendment on collateral obligations, as
long as the obligations do not become long-dated, the maturity
amendment's weighted average life (WAL) test is satisfied and the
aggregate principal balance of all collateral obligations subject
to maturity amendment since the reset issue date does not exceed
10% of the target par amount.

Fitch's analysis is based on the current portfolio, which Fitch
stressed by downgrading the ratings of all obligors on a Negative
Outlook (floored at CCC-) by one notch. This results in a WARF of
the portfolio of 27. Obligors on Negative Outlook represent 11% of
portfolio assets.

Deviation from Model-Implied Rating (MIR): The class B-R and C-R
notes are rated one notch below their model-implied ratings (MIR)
to reflect insufficient break-even default-rate cushion for
obligors with Negative Outlook at the MIRs.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the current portfolio would lead to a downgrade of up to three
notches for the rated notes.

Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better WARF of the current portfolio than the
Fitch-stressed portfolio and the deviation from the MIRs, the class
B-R and C-R notes each show a rating cushion of one notch.

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

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Avoca Static CLO I
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.

CONTEGO CLO XI: Fitch Assigns 'B-sf' Final Rating to Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Contego CLO XI DAC reset notes final
ratings, as detailed below.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
Contego CLO XI DAC

   A XS2619353332       LT PIFsf  Paid In Full   AAAsf
   A-R XS2929408743     LT AAAsf  New Rating     AAA(EXP)sf
   B-1 XS2619353506     LT PIFsf  Paid In Full   AAsf
   B-1-R XS2929409048   LT AAsf   New Rating     AA(EXP)sf
   B-2 XS2619353688     LT PIFsf  Paid In Full   AAsf
   B-2-R XS2929409394   LT AAsf   New Rating     AA(EXP)sf
   C XS2619353928       LT PIFsf  Paid In Full   Asf
   C-R XS2929409634     LT Asf    New Rating     A(EXP)sf
   D XS2619354140       LT PIFsf  Paid In Full   BBB-sf
   D-R XS2929409717     LT BBB-sf New Rating     BBB-(EXP)sf
   E XS2619354496       LT PIFsf  Paid In Full   BB-sf
   E-R XS2929409808     LT BB-sf  New Rating     BB-(EXP)sf
   F XS2619354579       LT PIFsf  Paid In Full   B-sf
   F-R XS2929410137     LT B-sf   New Rating     B-(EXP)sf

Transaction Summary

Contego CLO XI DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to refinance all the existing notes and to fund a
portfolio with a target par of EUR500 million. The portfolio is
actively managed by Five Arrows Managers LLP. The collateralised
loan obligation (CLO) has a 4.5-year reinvestment period and a
7.5-year weighted average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 25.4.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 61.2%.

Diversified Portfolio (Positive): The transaction has one set of
two closing matrices only, based on a concentration limit for the
10 largest obligors of 20% and fixed-rate asset limits of 5% and
10%. The transaction also includes various concentration limits,
including a maximum exposure to the three-largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which can be one year after
closing at the earliest. The WAL extension is at the option of the
manager but subject to conditions including the collateral quality
tests, portfolio profile tests and coverage tests being satisfied
and the collateral principal amount being above the reinvestment
target par, with defaulted assets at their collateral value.

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

Cash Flow Modelling (Positive): The WAL used for the Fitch-stressed
portfolio and matrices analysis is 12 months less than the WAL
covenant, to account for structural and reinvestment conditions
post-reinvestment period, including the over-collateralisation test
and Fitch 'CCC' limitation test post reinvestment, among others.
This ultimately reduces the maximum possible risk horizon of the
portfolio when combined with loan pre-payment expectations.

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 a downgrade of one notch for
the class C-R to E-R notes, to below 'B-sf' or below for the class
F-R notes and would have no impact on the class A-R and B-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, D-R and E-R notes
display a rating cushion of two notches, and the class C-R and F-R
notes a cushion of one notch. The class A-R notes have no rating
cushion.

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

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

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

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

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

CVC CORDATUS X: Moody's Affirms B2 Rating on EUR12MM Class F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by CVC Cordatus Loan Fund X Designated Activity Company:

EUR45,600,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Feb 4, 2022 Upgraded to
Aa1 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Feb 4, 2022 Upgraded to Aa1
(sf)

EUR22,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa2 (sf); previously on Feb 4, 2022
Affirmed A2 (sf)

EUR21,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A3 (sf); previously on Feb 4, 2022
Affirmed Baa2 (sf)

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

EUR206,000,000 (Current outstanding amount EUR152,318,325) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Feb 4, 2022 Affirmed Aaa (sf)

EUR30,000,000 (Current outstanding amount EUR22,182,280) Class A-2
Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Feb 4, 2022 Affirmed Aaa (sf)

EUR23,200,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Feb 4, 2022
Affirmed Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B2 (sf); previously on Feb 4, 2022
Affirmed B2 (sf)

CVC Cordatus Loan Fund X Designated Activity Company, issued in
January 2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by CVC Credit Partners European CLO Management
LLP. The transaction's reinvestment period ended in January 2022.

RATINGS RATIONALE

The rating upgrades on the Class B-1, B-2, C and D notes are
primarily a result of the deleveraging of the senior notes
following amortisation of the underlying portfolio in the last 12
months.

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

The Class A-1 and A-2 notes have paid down by approximately EUR57.6
million (24.8%) in the last 12 months. According to the trustee
report dated October 2024 [1] the Class A/B, Class C, Class D and
Class E OC ratios are reported at 140.77%, 129.41%, 120.21% and
111.69% compared to October 2023 [2] levels of 137.15%, 127.08%,
118.82% and 111.06%, respectively. Moody's note that the October
2024 principal payments are not reflected in the reported OC
ratios.

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

Key model inputs:

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

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

Performing par and principal proceeds balance: EUR337.6m

Defaulted Securities: EUR775k

Diversity Score: 48

Weighted Average Rating Factor (WARF): 3031

Weighted Average Life (WAL): 3.57 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.81%

Weighted Average Coupon (WAC): 3.89%

Weighted Average Recovery Rate (WARR): 43.22%

Par haircut in OC tests and interest diversion test: none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

-- Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation risk
on those assets. Moody's assume that, at transaction maturity, the
liquidation value of such an asset will depend on the nature of the
asset as well as the extent to which the asset's maturity lags that
of the liabilities. Liquidation values higher than Moody's
expectations would have a positive impact on the notes' ratings.

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


HARVEST CLO XXXIII: Fitch Assigns B-sf Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Harvest CLO XXXIII DAC's notes final
ratings, as detailed below.

   Entity/Debt               Rating             Prior
   -----------               ------             -----
Harvest CLO XXXIII DAC

   A-1 XS2903416803      LT AAAsf  New Rating   AAA(EXP)sf

   A-2 XS2903417280      LT AAAsf  New Rating   AAA(EXP)sf

   B XS2903417017        LT AAsf   New Rating   AA(EXP)sf

   C XS2903417363        LT Asf    New Rating   A(EXP)sf

   D XS2903417876        LT BBB-sf New Rating   BBB-(EXP)sf

   E XS2903417793        LT BB-sf  New Rating   BB-(EXP)sf

   F XS2903418171        LT B-sf   New Rating   B-(EXP)sf

   Subordinated Notes
   XS2903419146          LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Harvest CLO XXXIII DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien last-out loans and
high-yield bonds. Note proceeds have been used to fund a portfolio
with a target par of EUR400 million. The portfolio is actively
managed by Investcorp Credit Management EU Limited. The CLO has an
about 4.5-year reinvestment period expiring in July 2029 and a
seven-year weighted average life (WAL). The WAL test can step up to
seven years one year 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 24.7.

High Recovery Expectations (Positive): At least 96% 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 60.4%.

Diversified Portfolio (Positive): The transaction includes two
matrices covenanted by a top 10 obligor concentration limit at 20%
and fixed-rate asset limits of 5% and 10%, and a weighted average
coupon at 4%. The transaction includes various concentration
limits, including the maximum exposure to the three largest
Fitch-defined industries in the portfolio at 40% and the top 10
obligor concentration limit at 20%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

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

The transaction could extend the WAL test by one year at the
step-up date one year from closing if the aggregate collateral
balance (defaulted obligations at the lower of Fitch and another
rating agency-calculated collateral value) is at least at the
reinvestment target par amount and if the transaction is passing
the collateral quality tests (including the WAL), the coverage
tests and the portfolio profile tests.

Cash Flow Modelling (Positive): The WAL used for the transaction's
stress portfolio and matrices analysis is 12 months less than the
WAL covenant, to account for structural and reinvestment conditions
after the reinvestment period, including the overcollateralisation
tests and Fitch's 'CCC' limitation passing after reinvestment,
among other things. In Fitch's opinion, 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 two notches
for the class B notes, one notch for the class C to E notes, to
below 'B-sf' for the class F notes and have no impact on the class
A-1and A-2 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, the
class B and C notes have a one-notch cushion, the class D to F
notes a two-notch cushion and there is no rating cushion for the
class A-1 and A-2 notes.

Should the cushion between the identified portfolio and the stress
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 stressed
portfolio would lead to downgrades of up to four notches for the
class A-1 to D notes, and to below 'B-sf' for the class E and F
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 four notches, except for the
'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.

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, meaning the notes are able to
withstand larger than expected losses for the transaction's
remaining life. 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 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 Harvest CLO XXXIII
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.

JUBILEE CLO 2018-XX: Moody's Affirms B2 Rating on EUR10.8MM F Notes
-------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Jubilee CLO 2018-XX DAC:

EUR16,200,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Oct 3, 2022 Upgraded to
Aa1 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Oct 3, 2022 Upgraded to Aa1
(sf)

EUR25,000,000 Class B-3 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Oct 3, 2022 Upgraded to
Aa1 (sf)

EUR12,800,000 Class C-1 Deferrable Mezzanine Floating Rate Notes
due 2031, Upgraded to Aa2 (sf); previously on Oct 3, 2022 Affirmed
A2 (sf)

EUR15,000,000 Class C-2 Deferrable Mezzanine Floating Rate Notes
due 2031, Upgraded to Aa2 (sf); previously on Oct 3, 2022 Affirmed
A2 (sf)

EUR20,000,000 Class D Deferrable Mezzanine Floating Rate Notes due
2031, Upgraded to A3 (sf); previously on Oct 3, 2022 Affirmed Baa2
(sf)

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

EUR236,000,000 (Current outstanding amount EUR171,835,459) Class A
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Oct 3, 2022 Affirmed Aaa (sf)

EUR26,300,000 Class E Deferrable Junior Floating Rate Notes due
2031, Affirmed Ba2 (sf); previously on Oct 3, 2022 Affirmed Ba2
(sf)

EUR10,800,000 Class F Deferrable Junior Floating Rate Notes due
2031, Affirmed B2 (sf); previously on Oct 3, 2022 Affirmed B2 (sf)

Jubilee CLO 2018-XX DAC, issued in July 2018, is a collateralised
loan obligation (CLO) backed by a portfolio of mostly high-yield
senior secured European loans. The portfolio is managed by Alcentra
Limited. The transaction's reinvestment period ended in July 2022.

RATINGS RATIONALE

The rating upgrades on the Class B-1, Class B-2, Class B-3, Class
C-1, Class C-2 and Class D notes are primarily a result of  the
significant deleveraging of the Class A notes following
amortisation of the underlying portfolio since the payment date in
October 2023.

The Class A notes have paid down by approximately EUR64.2 million
(27.2% of initial balance) in the last 12 months. As a result of
the deleveraging, over-collateralisation (OC) has increased across
the capital structure. According to the trustee report dated
October 2024 [1] the Class A/B, Class C, Class D Class E and Class
F OC ratios are reported at 148.2%, 132.2%, 122.6%, 112.0% and
108.2% compared to October 2023 [2] levels of 139.2%, 126.9%,
119.4%, 110.7% and 107.5%, respectively. Moody's note that the
October 2024 principal payments are not reflected in the reported
OC ratios.

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

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

Key model inputs:

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

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

Performing par and principal proceeds balance: EUR336.8 million

Defaulted Securities: EUR789,000

Diversity Score: 46

Weighted Average Rating Factor (WARF): 3298

Weighted Average Life (WAL): 3.0 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.7%

Weighted Average Coupon (WAC): 4.1%

Weighted Average Recovery Rate (WARR): 44.4%

Par haircut in OC tests and interest diversion test: None

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

JUBILEE CLO 2024-XXIX: S&P Assigns B- (sf) Rating to Cl. F Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Jubilee CLO 2024-XXIX
DAC's class A Loan and class A, B-1, B-2, C, D, E, and F notes. At
closing, the issuer also issued unrated subordinated notes.

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

This transaction has a 1.5 year non-call period and the portfolio's
reinvestment period will end in July 2029.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings weighted-average rating factor     2,775.18

  Default rate dispersion                                 602.68

  Weighted-average life (years)                             4.88

  Obligor diversity measure                               122.06

  Industry diversity measure                               22.82

  Regional diversity measure                                1.15

  Transaction key metrics

  Total par amount (mil. EUR)                             400.00

  Defaulted assets (mil. EUR)                                  0

  Number of performing obligors                              150

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

  'CCC' category rated assets (%)                           1.00

  'AAA' target portfolio weighted-average recovery (%)     36.43

  Target weighted-average spread (net of floors, %)         4.09

  Target weighted-average coupon (%)                        4.40

Rating rationale

Early initial payment date

In accordance with the transaction terms, the issuer has the option
to designate an early initial payment date on April 15, 2025 (4.8
months after the closing date) instead of the initial payment date
on July 15, 2025 (7.8 months after closing).

This is provided that the following conditions are satisfied:

-- the effective date has occurred;

-- the issuer must provide at least 15 business days' notice if it
exercises the early initial payment date option; and

-- the investment manager reasonably determines that there are
sufficient interest proceeds available to meet all the issuer's
payment obligations on the July 15, 2025 payment date in accordance
with the interest priority of payments.

Considering that an early initial payment date is optional and not
a mandatory requirement, S&P has considered this scenario as part
of the sensitivity analysis under its cash flow analysis.

Discount rate applied to interest smoothing amounts

The issuer can apply a discount rate to the aggregate amount of
interest proceeds generated from semi-annual and annual payment
obligations held in the interest smoothing account. As a result,
the issuer's smoothing account will hold a reduced amount of
semi-annual and annual interest proceeds for distribution across
subsequent payment dates. The issuer will make up for the reduced
amounts via the interest earned on the interest smoothing account,
provided that the investment manager ensures the total amount
distributed is at least equal to the amount if such a discount rate
had not been applied.

S&P said, "The application of this discount rate would lead to
fewer proceeds generating interest on the issuer's smoothing
account, which our cash flow analysis typically gives credit to, in
accordance with our framework. To address this, we have modeled no
interest accrued on any of the issuer's accounts in our cash flow
analysis.

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

"In our cash flow analysis, we modelled the EUR400 million par
amount, the target weighted-average spread of 4.09%, the target
weighted-average coupon of 4.40%, and the target weighted-average
recovery rates at 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.

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

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

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

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to F 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 capped our assigned ratings on these notes. The
class A Loan and class A notes can withstand stresses commensurate
with the assigned ratings.

"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 Loan and
class A to E notes based on four hypothetical scenarios.

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to the following industries (non-exhaustive list): controversial
weapons, cluster weapons, firearms, tobacco, biological weapons,
anti-personnel land mines, cluster munitions, payday lending,
pornography, prostitution, thermal coal mining, oil sands,
extraction of fossil fuels, and gambling. Accordingly, since the
exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities."

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

  A       AAA (sf)    212.00    39.50   Three/six-month EURIBOR
                                        plus 1.30%

  A Loan  AAA (sf)     30.00    39.50   Three/six-month EURIBOR
                                        plus 1.30%

  B-1     AA (sf)      36.00    26.75   Three/six-month EURIBOR
                                        plus 1.90%

  B-2     AA (sf)      15.00    26.75   4.80%

  C       A (sf)       25.00    20.50   Three/six-month EURIBOR
                                        plus 2.20%

  D       BBB- (sf)    26.00    14.00   Three/six-month EURIBOR
                                        plus 3.20%

  E       BB- (sf)     18.00     9.50   Three/six-month EURIBOR  
                                        plus 6.25%

  F       B- (sf)      12.00     6.50   Three/six-month EURIBOR
                                        plus 8.65%

  Sub. Notes  NR       30.80      N/A                N/A

*S&P's ratings on the class A Loan and class A, B-1, and B-2 notes
address timely interest and ultimate principal payments. Its
ratings on the class C, D, E, and F notes address ultimate interest
and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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




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

INTER MEDIA: Fitch Affirms 'B+' Rating on Sec Notes, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Inter Media and Communication S.p.A.'s
senior secured fixed-rate notes at 'B+'. The Outlook is Stable.

RATING RATIONALE

The rating reflects the consolidated credit profile of Inter Milan,
predominantly constituting F.C. Internazionale Milano S.p.A.
(TeamCo) and Inter Media, and the structural protections of Inter
Media's financing structure.

Inter Milan's consolidated credit profile reflects the stability of
Serie A within the European football leagues and the franchise
strength internationally, with reliance on good sporting
performance and a volatile projected leverage profile.

The notes benefit from preferential recourse to pledged media and
commercial revenues, partially insulating investors from many
operational risks on a consolidated basis.

KEY RATING DRIVERS

Prestigious League; Revenue Risk - League Business Model:
'Midrange': Serie A is the fourth-most valuable football league in
Europe by annual revenue and benefits from access to the lucrative
UEFA Champions League (UCL) competition for the top four clubs.
Domestic broadcasting rights for Serie A have been renewed for
2024-2028, and the distribution mechanics of it allow a largely
stable base revenue stream for teams regardless of league
position.

Domestic and European leagues' competitiveness is supported by UEFA
Financial Sustainability regulations, which monitor clubs'
financial performance and penalise those that fail to comply, with
Inter Milan among them. Fitch views this increasing oversight as
credit-positive for both Inter Media and the whole sector.

Iconic European Football Team; Revenue Risk - Franchise Strength:
'Stronger': Inter Milan has a 115-year history and historically the
highest attendance in the Italian football league. It also has a
record of strong performance having won 20 leagues, three UEFA cups
and three UCL trophies. The club is also the only team in Italy
that has never been relegated from Serie A.

The club has an affluent fan base, as Milan is a large metropolitan
area and the business capital of Italy, which is largely
economically supportive of its two main clubs, Inter Milan and AC
Milan. Revenue diversity has improved over the last year, with the
renewal of some key sponsorship contracts and the fully recovery of
match-day revenues. However, despite the good recent record,
uncertain performance in European competitions can lead to revenue
volatility.

Historic but Dated Stadium; Infrastructure Development & Renewal:
'Midrange': Inter Milan plays at San Siro, a renowned stadium in
Milan of around 76,000 seats that belongs to the city. The stadium
is one of the largest in Europe and the largest in Italy, and is
also home to AC Milan. Although the stadium is old, it is deemed a
UEFA category-four stadium, the highest possible, despite lacking
both modern facilities and the large number of executive suites of
modern European stadiums.

Concentrated Refinancing; Debt Structure: 'Weaker': The notes are
senior at Inter Media, fixed-rate and only partially amortising
with 94% due at maturity in February 2027, leading to significant
refinancing risk. Fitch views refinancing risk as broadly linked to
the consolidated group's performance. Its analysis is therefore
based on a consolidated approach to Inter Media and TeamCo,
although structural features of the notes offer some protection to
investors.

The cash flow waterfall at Inter Media gives investors a senior
claim on pledged revenues that ensures payments are made to
investors, and reserve accounts are funded before any distributions
are made to TeamCo. Investors also benefit from a pledge of shares
of Inter Media, and the security assignments of direct and indirect
media and sponsorship contracts.

Parent & Subsidiary Linkage Assessment: Inter Milan controls Inter
Media, which contributes about 30% of TeamCo's revenues
(unadjusted). Ringfencing provisions at Inter Media restrict
TeamCo's access to Inter Media cash flows under certain conditions,
although these restrictions offer limited protection to
bondholders, given the bullet maturity of the debt. Under its
Parent & Subsidiary Linkage Criteria, Fitch therefore assesses
Inter Milan's access to and control of Inter Media as 'open', with
'porous' legal ringfencing leading to the single-notch rating
uplift from the consolidated credit profile.

Financial Profile

Fitch's financial forecast highlights Inter Media's recently
improved financial profile driven by good on-pitch performance over
the last two years. Under the Fitch rating case (FRC), Fitch
forecasts net leverage to have a volatile profile reliant on
sporting performance in the next three years, stabilising at 7.5x
in FY28 and 7.0x in FY29 (financial year ending June). The average
over FY25 to FY29 is 7.0x.

PEER GROUP

Inter Milan has no directly comparable public peers in EMEA.

RATING SENSITIVITIES

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

- Deterioration in Fitch-adjusted net debt/EBITDA to materially
above 7.5x on a sustained basis as a result of structurally lower
revenues, increased costs or overspending in player trading.

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

- Fitch-adjusted net debt/EBITDA sustained below 6.5x as a result
of high revenue, improved diversification of revenue streams and
prudent cost management, provided visibility also improves over
wages/revenue and player trading in the medium term.

ESG Considerations

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

   Entity/Debt                   Rating           Prior
   -----------                   ------           -----
Inter Media and
Communication S.p.A.

   Inter Media and
   Communication S.p.A./
   Project Revenues –
   Senior Secured Debt/1 LT   LT B+  Affirmed     B+



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

GLOBAL UNIVERSITY: Moody's Hikes CFR to B1, Outlook Remains Stable
------------------------------------------------------------------
Moody's Ratings has upgraded Global University Systems Holding
B.V.'s (GUS) long term corporate family rating to B1 from B2 and
the probability of default rating to B1-PD from B2-PD.
Concurrently, Moody's have upgraded to B1 from B2 the instrument
ratings of the EUR1 billion backed senior secured term loan B due
2027 and the GBP120 million backed senior secured revolving credit
facility (RCF) due 2026, both borrowed by Markermeer Finance B.V.
The outlook on all entities remains stable.

"The upgrade to B1 reflects GUS' very strong operating performance
over the past two years, fuelled by the successful ramp-up of its
institutions in Canada, which has resulted in much improved credit
metrics commensurate with a B1 rating", says Timo Fittig, Assistant
Vice President-Analyst at Moody's Ratings and lead analyst for
GUS.

RATINGS RATIONALE

The upgrade of GUS' ratings to B1 reflects the company's strong
track record of organic growth over the past several years,
reaching revenue of over GBP1 billion for the first time in
financial year 2024, ended May 31, 2024. The company has achieved
more than 20% annual revenue growth in the last three financial
years, largely through organic growth initiatives. This includes
several new institutions established in Canada over the past few
years. The region has rapidly grown and accounted for around 40% of
GUS' revenue in financial year 2024. In April 2024, GUS has opened
another new institution, the University of Niagara Falls, which
should provide for further growth in financial year 2025.

The strong operating performance has translated into much improved
credit metrics at the end of financial year 2024. This includes the
company's Moody's-adjusted Debt/EBITDA ratio, which has decreased
to 4.5x at year-end May 2024, down from 6.6x in the prior year and
nearly 8.0x in May 2022. The surge in EBITDA to GBP287 million
(Moody's-adjusted) in financial year 2024, up from GBP203 million
in the year before, has also translated into good free cash flow
generation. For financial year 2024, the company's Moody's-adjusted
free cash flow reached just under GBP60 million or 4.6% of
Moody's-adjusted debt.

The rating action is also a reflection of GUS' increasingly
balanced financial policy. The company has focused on reducing
financial leverage through organic revenue growth and has not
completed any larger debt-funded acquisitions over the past four
years. While Moody's understand that the company is always looking
for attractive M&A opportunities, Moody's do not expect the company
to return to the very high leverage levels seen in the past.

Following a period of rapid growth, Moody's expect GUS' revenue to
grow at a more moderate pace of around 5% per year in financial
years 2025 and 2026. As capacities at the new institutions in
Canada get gradually filled, Moody's expect growth rates to
normalise, although the company continues to extend capacities
where it sees opportunities. In addition, the company faces some
regulatory challenges in the region, as the government of Canada
has started to limit visas granted to foreign students in certain
regions. Although these restrictions should not result in
decreasing student numbers for GUS, it will likely slow future
growth in the region.

The B1 CFR further reflects (1) GUS' position as one of the largest
global providers of private higher education with a strong base in
the UK and Canada; (2) the good revenue visibility from committed
student enrolments and strong underlying market dynamics; (3) the
relatively high barriers to entry through regulation, access to
real estate and brand reputation; and (4) the company's very good
liquidity.

Conversely, the CFR is constrained by (1) GUS' exposure to the very
competitive and fragmented higher education market and the
associated regulatory risks; (2) the company's debt-funded growth
strategy which in the past has led to very high levels of financial
leverage; and (3) the governance risk related to the concentration
of power around the founder and chairman.

ESG CONSIDERATIONS

GUS' ratings factor in certain governance considerations such as
its ownership structure with the founder and chairman having
significant control, creating a degree of key man risk. Further, it
considers the group's financial policy which was more balanced
recently and focused on organic growth projects rather than
debt-funded M&A.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that GUS will
continue to achieve consistent organic revenue and EBITDA growth
through a combination of tuition fee increases and higher student
numbers. The outlook also assumes that the company will continue to
follow a balanced financial policy and any acquisitions would not
lead to material re-leveraging from current levels.

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

Upward pressure on the rating could occur if GUS continues to
achieve good student enrolment growth across regions, successfully
negotiating regulatory challenges and translating into higher
revenues, Moody's-adjusted Debt/EBITDA sustainably declines below
3.5x, Moody's-adjusted Free Cash Flow/Debt consistently exceeds
10%, and liquidity remains very good.

Downward pressure on the rating could develop if GUS'
Moody's-adjusted Debt/EBITDA increases towards 5.0x,
Moody's-adjusted EBITA/Interest decreases below 2.5x,
Moody's-adjusted Free Cash Flow/Debt sustainably decreases below
5%, or liquidity weakens.

LIQUIDITY PROFILE

Moody's consider GUS' liquidity to be very good. As of May 31,
2024, the group had GBP521 million of cash on balance sheet and
GBP75 million available under its GBP120 million RCF due July 2026.
According to management, around 35% of the group's cash is
typically held at operating subsidiaries, with the rest being held
centrally as part of group treasury.

The RCF is subject to a springing net senior secured leverage
covenant set at 6.15x, which is tested when the facility is drawn
down by more than 35%. At the end of May 2024, GUS had ample
headroom under the covenant, and Moody's expect this to continue to
be the case in future.

STRUCTURAL CONSIDERATIONS

The B1 ratings on the EUR1 billion backed senior secured term loan
B due 2027 and the GBP120 million backed senior secured RCF rank
pari passu and are aligned with the CFR because they represent the
major debt instruments in the capital structure. The facilities are
guaranteed by subsidiaries representing at least 80% of
consolidated EBITDA, and security includes debentures from UK
subsidiaries.

PRINCIPAL METHODOLOGY

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

CORPORATE PROFILE

GUS is a private higher education provider offering accredited
academic under- and postgraduate degrees, vocational and
professional qualifications and language courses both on campus and
online. The group also provides marketing, recruitment, retention
and online services to third-party higher education institutions.

GUS was founded in 2003 and is controlled by its founder. The group
is headquartered in the Netherlands and has presence in twelve
different countries around the world with over 120,000 active
students across 30 institutions. During the financial year ended
May 31, 2024, GUS generated GBP1 billion of revenue and a
company-adjusted EBITDA of GBP286 million.



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

TGS ASA: Moody's Rates New $550MM Senior Secured Notes 'Ba3'
------------------------------------------------------------
Moody's Ratings has assigned a Ba3 rating to the proposed issuance
of the USD550 million senior secured notes (Bond) by TGS ASA with a
5 years maturity and expected to be issued by the end of November
2024. The Ba3 long term corporate family rating and the Ba3-PD
probability of default rating of TGS ASA (the company) are
unaffected. The outlook remains unchanged at stable.

The Bond proceeds will be used to refinance the group's existing
USD450 million backed senior secured notes (Nordic bond) issued by
Petroleum Geo-Services AS maturing in 2027, to cover the
transaction costs including the call premium, with the remaining
proceeds to reduce the revolving credit facility drawings.

RATINGS RATIONALE

The Ba3 rating of the proposed Bond is in line with the rating of
the existing USD450 million 13.5% Nordic bond and the group CFR.
Additionally, together with the proposed transaction, the company
is planning to repay in full the existing revolving credit facility
drawings (USD129 million as of September 30, 2024) and the export
credit facility fully secured on the vessels. A new USD45 million 3
years super senior term loan A (TLA) and a new USD150 million super
senior secured revolving credit facility (RCF) will also be put in
place.

Moody's expect the refinancing to reduce the company's interest
expenses. Moody's previously forecasted gross debt reduction
profile, however, would change; the benefits of a reduction in 2024
of about USD70 million are offset by a higher balance of almost
USD100 million at the end of 2026. Moody's now expect the company
to achieve the lower end of its net debt target already by the end
of 2026. Overall, Moody's positively view the company taking the
steps to simplify the capital structure and aligning security and
guarantors across all debt instruments.

The Ba3 CFR rating of TGS ASA continue to reflect the company's (1)
ownership of the largest global seismic multi-client library  with
data from all active basins in both the western and eastern
hemispheres; (2) unique position as the only seismic data and
imaging processor with full data collection capabilities through
proprietary vessels, streamers and ocean bottom node (vertically
integrated), as well as an extensive multi-client data library, to
deliver turnkey projects to its clients; (3) meaningful cost
synergies likely to be realized from the integration with PGS ASA,
estimated by management up to USD130 million with an upfront cash
cost of USD25 million, in addition to the limited complexity of the
integration with PGS which is rather complementary; and, (4)
historical track record of operating with a conservative financial
policy, and Moody's expectation that net debt will be kept at the
lower end of the publicly announced $250-350million range.

On the other hand, TGS ASA's rating takes into account (1) the
uncertainty around the sustainability of the seismic market
recovery and overall market size in the coming years; (2) the
potential for TGS to outsource the manufacturing of Ocean Bottom
Nodes (OBN), which is currently mostly performed in-house using
proprietary technology; (3) a highly competitive and fragmented
mid-to-deepwater data acquisition OBN market (TGS hold about 30-40%
market share) that has seen some recent pricing softness due to new
entrants; and, (4) a potentially constrained Moody's adjusted free
cash flow generation because of expected sizeable discretionary
investments in the multi-client library as well as investments in
seismic equipment required to maintain the company's leadership
position.

LIQUIDITY

The company's liquidity is good. Liquidity is supported by a
positive Moody's adjusted free cash flow and a new USD150 million
super senior secured RCF due in 2029, which Moody's expect to
remain largely undrawn.

STRUCTURAL CONSIDERATIONS

The Ba3 rating on the USD550 million Bond is in line with the CFR.
It follows Moody's standard LGD assessment where the recovery rate
is assumed at 50% for a capital structure with both bonds and bank
debt.

Moody's note, however, the USD150 million RCF and the USD45 million
TLA  rank ahead in terms of payment to the Bond because of their
super senior feature.

The TLA would start amortizing 12 months after closing with equal
quarterly repayments.

The RCF and TLA both benefit from a financial maintenance covenant
requiring net leverage to be no higher than 3.0x and tested
quarterly; the cash netting would be capped at USD75 million when
the RCF outstanding balance is not zero. Moody's expect the company
to maintain ample room under the covenant.

RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects Moody's expectations that the
seismic data market will continue to improve in 2025 and that
investments from oil producer in upstream exploration will start
growing again within the next 2-3 years.

Moody's also expect TGS ASA to pause its M&A activity in the next
18-24 months as it focus on the integration of PGS ASA and TGS to
attain to the lower end of its stated net debt target of USD250-350
million.

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

The ratings could be upgraded over time if TGS ASA revenue stream
become less reliant from oil & gas activities and the company
revisits its financial policy with a lower level of debt. An
upgrade would also require the company to maintain a good liquidity
profile.

Ratings downgrade could occur if Moody's adjusted debt to EBITDA
increases above 1.5x or Moody's adjusted EBIT margin decline below
15% on a sustainable basis. Negative pressure on the rating could
also develop if Moody's assess that TGS's financial policy or M&A
activity has become more aggressive, or Moody's adjusted Free Cash
Flow becomes negative.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Oilfield
Services published in January 2023.

COMPANY PROFILE

TGS ASA provides advanced data and intelligence to companies active
in the energy sector. The company is a technologically leading
oilfield services company specializing in reservoir and geophysical
services, including seismic data acquisition, processing and
interpretation, and field evaluation. It employs around 1,700
employees, with headquarters in Oslo and Houston and offices among
others in UK, Egypt, Brazil, Kuala Lumpur, and Perth. TGS ASA is
publicly listed on the Oslo Stock Exchange.

The group, on a pro-forma basis, posted IFRS revenue of USD1.45
billion and IFRS adjusted EBITDA of about USD691 million for full
year ending December 2023.



===========
P O L A N D
===========

MBANK SA: Fitch Rates Planned AT1 Notes Issue 'B+'
---------------------------------------------------
Fitch Ratings has assigned mBank S.A.'s (BBB-/Stable/bbb-) planned
issue of additional Tier 1 (AT1) instruments a final long-term
rating of 'B+'.

Key Rating Drivers

mBank's AT1 notes are rated four notches below its 'bbb-' Viability
Rating (VR), comprising two notches for loss severity, due to deep
subordination, and two notches for incremental non-performance risk
relative to the anchor VR given their fully discretionary,
non-cumulative coupons. The notching is in line with Fitch's
baseline notching for AT1 instruments.

Fitch has not applied additional notching for non-performance risk
as the bank operates with comfortable headroom above its mandatory
coupon-omission trigger, which Fitch expects to continue. At
end-September 2024, the buffer above the maximum distributable
amount restriction point was 431bp of risk-weighted assets (PLN4.2
billion).

The bank closed the book-building process on 15 November 2024 and
plans to finalise the issuance of PLN1.5 billion debt on 6 December
2024. The interest rate for the first five years will be 10.63%.

For more information about mBank's other ratings see 'Fitch Affirms
mBank S.A. at 'BBB-'; Outlook Stable' published on 28 June 2024.

Rating Sensitivities

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

The notes would likely be downgraded if mBank's VR was downgraded.
The notes' rating could also be downgraded if non-performance risk
increases relative to the risk captured in mBank's VR, for instance
if capital buffers above coupon omission triggers become thin.

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

The notes would likely be upgraded if mBank's VR was upgraded.

Date of Relevant Committee

25 October 2024

ESG Considerations

mBank has an ESG Relevance Score of '4' for Management Strategy due
to a high government intervention risk in the Polish banking
sector, which affects mBank's operating environment, its business
profile and ability to define and execute on its strategy. This has
a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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

   Entity/Debt           Rating           Prior
   -----------           ------           -----
mBank S.A.

   Subordinated       LT B+  New Rating   B+(EXP)



===========
R U S S I A
===========

ARAGVI HOLDING: Fitch Assigns 'B+' Final Rating to $550MM Eurobond
------------------------------------------------------------------
Fitch Ratings has assigned Aragvi Holding International Limited's
(Trans-Oil, B+/Stable) non-callable five-year USD550 million senior
secured eurobond a final rating of 'B+' with a Recovery Rating of
'RR4'.

The eurobond is issued by the group's subsidiary, Aragvi Finance
International DAC, to primarily refinance its 8.45% USD500 million
eurobond maturing in 2026 through a tender offer. The rating is in
line with Trans-Oil's Issuer Default Rating (IDR), reflecting
average recovery prospects in a default. The final rating is in
line with the expected rating that Fitch assigned on 29 October
2024.

The IDR reflect the company's dominant and well-protected market
position in agricultural exports and sunflower seed crushing in
Moldova and maintaining a superior EBITDA margin compared with
larger peers'. The Stable Outlook captures its expectation of
consistently positive free cash flow (FCF) for the financial year
ending June 2024 and the company's adherence to a conservative
financial policy since FY22.

Key Rating Drivers

Eurobond Rating Aligned with IDR: The rating on the new eurobond is
in line with Trans-Oil's IDR, as it ranks equally with all of
Trans-Oil's other secured debt. The new eurobond rating is capped
by the Moldovan jurisdiction (Group D country) in accordance with
Fitch's Country Specific Treatment of Recovery Ratings Criteria.
The new issue is being used to refinance a key 2026 maturity in
advance via a tender offer by 2 December 2024. This makes the
transaction leverage-neutral.

For further key rating drivers, see 'Fitch Upgrades Trans-Oil to
'B+'; Outlook Stable' dated 15 February 2024.

Derivation Summary

Trans-Oil is considerably smaller in size and has a weaker ranking
on a global scale than international agricultural commodity traders
and processors, such as Cargill Incorporated (A/Stable), Archer
Daniels Midland Company (A/Stable) and Bunge Global SA
(BBB+/Stable).

Trans- Oil has a two-notch rating differential with Tereos SCA
(BB/Positive), reflecting the latter's stronger business profile,
which is supported by its larger scale, stronger geographic
diversification and a more flexible cost structure. This is partly
offset by a weaker financial structure.

Trans-Oil compares well with Ukrainian sunflower seed crusher and
grain trader, Kernel Holding S.A. (CCC-), due to similar operations
and vertically integrated models with substantial logistics and
infrastructure assets. However, Kernel's larger scale and
integration into crop growing limits its sourcing and procurement
risks. It also has a wider and diversified customer base.

In contrast, Trans-Oil benefits from lower competition risk, due to
its stronger market position and the absence of competition from
global commodity traders and processors in Moldova. Kernel's IDR
also reflects heightened operational and financial risks since
Russia's military invasion of Ukraine.

Key Assumptions

- Agricultural commodity prices for the origination segment to
decline on average by 15% over FY24-FY27, against FY23, and in the
crushing segment to gradually decline from FY25 toward the
five-year average by FY27

- Sales volume improving in FY24 after a poor harvest in Moldova in
FY23, with a steady reduction of origination volume from Ukraine
from FY25

- Preserving the profit margin in the origination and crushing
segments, supporting the group's 8%-9% EBITDA margin

- Slightly decreasing interest expense on floating-rate trade
finance facilities, driven by lower interest rates in FY24-FY27

- Moderating working-capital outflow, resulting in a positive FCF
margin in the low single digits

- Annual capex of USD25 million in FY24-FY26

- No dividends

Recovery Analysis

KEY RECOVERY RATING ASSUMPTIONS

The senior secured eurobond rating is in line with Trans-Oil's IDR,
reflecting average recovery prospects given default. The eurobond
is secured by pledges over a majority of assets of key Moldovan
entities, excluding commodities.

Its recovery approach assumes the company will be liquidated,
instead of restructured, in financial distress. Fitch believes
increase in liquid assets, such as readily marketable inventories
(RMI) from Trans-Oil's increased scale, would encourage creditors
secured by these assets to pursue a liquidation. Under such an
outcome, Fitch expects bondholders to receive better recoveries
than for a going concern, given pledges over the company's other
assets.

Fitch has applied customary advance rates to Trans-Oil's main
assets, including an 80% advance rate for trade receivables, 30%
for non-RMI and 30% for property plant and equipment. Fitch
considers pre-export finance and working capital facilities as
ranking ahead of the Eurobond but adjust their value by the RMI,
which Fitch estimates on enforcement will be used to repay these
outstanding credit lines first, as such creditors have direct
recourse to these assets.

Its assumptions result in a ranked recovery in the 'RR4' band for
the senior secured eurobond, indicating a 'B+' rating. The
waterfall analysis percentage on metrics and assumptions was 64%.
However, the new eurobond rating is capped by the Moldovan
jurisdiction (Group D country) in accordance with Fitch's Country
Specific Treatment of Recovery Ratings Criteria. Therefore, the
waterfall analysis percentage remains capped at 50%.

RATING SENSITIVITIES

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

Local-Currency IDR

- Increased scale toward USD250 million and further diversification
leading to a resilient EBITDA margin and a positive FCF margin on a
sustained basis

- Maintaining a conservative capital structure, with RMI-adjusted
EBITDA net leverage at or below 2.5x and strengthening of
risk-management practices

- Maintenance of strong internal liquidity, with sufficient
availability of trade-financing lines to secure trading and
processing volumes and to cope with price volatility

- Stable geopolitical environment in Trans-Oil's core countries of
operation

Foreign-Currency IDR:

- Upgrade of the Local-Currency IDR

- Strengthening of the hard-currency debt service ratio to above
1.5x over more than 18 months or increasing EBITDA generated from
higher-rated countries, in particular Serbia (BB+/Positive) and
Romania (BBB-/Stable), sufficient to fully cover annual
hard-currency interest expense over the next three years. This
would lead to a change in the applicable Country Ceiling

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

- Weakening of operations, with consolidated EBITDA declining to
below USD150 million

- RMI-adjusted EBITDA net leverage above 3.0x and RMI-adjusted
EBITDA interest cover below 1.5x

- More aggressive risk management or financial policy, as reflected
by increased profit volatility and higher-than-expected investments
in working capital, capex, M&As or dividend payments

- Weakening of liquidity position or risk of insufficient
availability of trade-finance lines to fund trading and processing
operations, with its internal liquidity score falling to below
1.0x

- A deteriorating operating environment in Moldova

- Absence of visibility of refinancing options for the eurobond
within the next 12 to 18 months

Liquidity and Debt Structure

Trans-Oil had Fitch-adjusted available cash of USD104 million,
Fitch-estimated RMI of USD265 million and accounts receivables of
USD254 million at FYE24, sufficient to cover current liabilities of
USD410 million. Fitch expects Trans-Oil to maintain adequate
internal liquidity over the next two years.

Trans-Oil has extended its USD150 million pre-export financing
facility to June 2025. Refinancing risk remains high, given the
region's geopolitical instability and weakened access to capital
for local companies. However, Fitch recognises that Trans-Oil's
conservative financial profile and reinforced scale and
diversification allow an early refinance of its USD500 million bond
maturing in April 2026.

Issuer Profile

Trans-Oil is a vertically integrated agro-industrial business based
in Moldova. It is focused on origination and wholesale trade of
grain and sunflower seeds, storage and trans-shipment operations
and the production of vegetable oils, including bottled and in
bulk.

Summary of Financial Adjustments

Fitch applied RMI adjustments to evaluate Trans-Oil's leverage and
interest coverage ratios and liquidity. Certain commodities traded
by Trans-Oil fulfil Fitch's eligibility criteria for RMI
adjustments, as around 85% of its international oilseeds and grain
sales volume was based on forward contracts as of FYE24. The
differential between RMI-adjusted and RMI-unadjusted EBITDA net
leverage is around 1.0x.

For the purpose of RMI calculations, Fitch discounted eligible
reported inventory by 40% to reflect basis and counterparty risks.
In its calculation of leverage and interest cover metrics, Fitch
excluded debt associated with financing RMI and reclassified
related interest costs as cost of goods sold.

Date of Relevant Committee

14 February 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

Fitch does not provide ESG relevance scores for Aragvi Finance
International 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.

   Entity/Debt            Rating          Recovery   Prior
   -----------            ------          --------   -----
Aragvi Finance
International DAC

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

KAFOLAT INSURANCE: Fitch Alters Outlook on 'B+' IFS Rating to Neg.
------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Uzbekistan-based Kafolat
Insurance Company JSC's (Kafolat) Insurer Financial Strength (IFS)
Rating to Negative from Stable and affirmed the rating at 'B+'.

The Negative Outlook reflects Kafolat's weakened capital position
and higher business risk profile, driven by significantly increased
exposure to the inward international reinsurance business. The
rating also reflects Kafolat's volatile profitability and asset and
investment risks largely influenced by the credit quality of
domestic assets.

Key Rating Drivers

Weakened Capital Position: Rapid business growth and limited
internal capital generation have pressured Kafolat's capital
adequacy, leading to its capital position, as measured by Fitch's
Prism model, to fall below 'Somewhat Weak' at end-2023 from
'Adequate' at end-2022. This was despite a very high UZS 115
billion profit for 2023. Kafolat was close to breaching regulatory
solvency margin requirements in 1Q24, but a UZS45 billion capital
injection by shareholders provided an extra buffer.

Fitch expects Kafolat's capital position to remain pressured by its
ambitious business growth strategy. Additionally, the unseasoned
nature of its inward international reinsurance risk profile exposes
the company to substantial financial volatility, and its capital
position might not be sufficient to absorb this in the event of
this business turning non-profitable. Instances where this could
happen include actual losses significantly exceeding expected
levels, a sudden and severe economic downturn, or an unexpected
large-scale catastrophic event.

Rapid Growth of Inwards Reinsurance: Kafolat is rapidly expanding
its international inward reinsurance business through international
brokers focusing on US property insurance risks, in particular
non-proportional reinsurance. Premiums from inward reinsurance grew
by 142% in 2023, accounting for 77% of total non-life premiums.
Fitch believes that risks from the inward reinsurance business are
largely untested and weight negatively on the company's credit
profile. Although geographically diversified, the high exposure
could introduce greater volatility to the financial performance in
the future.

Volatile Profitability: Kafolat's return on equity was 76% in 2023,
which is extremely high compared with -3% in 2022 and a 2% average
between 2022 and 2019. These fluctuations stem from the volatility
in areas such as the life account profitability, and the non-life
underwriting, with the loss ratio ranging between 13% and 37% in
2019-2023, and significant acquisition and administrative expenses
consuming a larger part of earned premiums.

2023 results were also supported by disposal of equity investments.
Fitch also views the company's performance as largely driven by
unseasoned business growth, which exposes the company to
substantial risks of financial performance fluctuations.

Investment Risk Commensurate with Rating: Kafolat's investment risk
improved in 2023 following the sale of the majority of its equity
investments. At end-2023, the company's investment portfolio mainly
comprised fixed-income instruments in the form of bank deposits,
which accounted for 97% and were mainly placed with state-owned
local banks with the maturity between one and three years. However,
Fitch believes the company may re-invest funds in equity
investments and bonds in future and these investments will likely
be of low credit quality, as the domestic market provides a limited
range of financial instruments.

Natural Catastrophe Risk Not Modelled: Kafolat is exposed to
catastrophic risks, primarily through its inward property
reinsurance business. However, similar to its local peers, the
company does not conduct any internal assessments of the possible
maximum exposure on its business portfolio and does not appear to
have sufficient reinsurance cover for catastrophic risks. This lack
of modelling weighs negatively on the rating.

RATING SENSITIVITIES

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

- Failure to improve the capital position, as measured by
maintaining a Prism score of at least 'Somewhat Weak';

- A breach of regulatory solvency requirements without timely
recovery;

- Deterioration in its assessment of the company's business risk
profile.

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

- The Outlook could be revised if Kafolat's capital position
improves, as measured by a Prism score returning to 'Adequate'.

- Significant strengthening of Kafolat's company profile with a
Prism score of at least 'Adequate' and a record of positive
financial performance.

ESG Considerations

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

   Entity/Debt              Rating          Prior
   -----------              ------          -----
Kafolat Insurance
Company JSC           LT IFS B+  Affirmed   B+

UZBEKNEFTEGAZ: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed JSC Uzbekneftegaz's (UNG) Long-Term
Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook. Fitch
has also affirmed UNG's senior unsecured rating of 'BB-'. The
Recovery Rating is 'RR4'.

UNG's rating is equalised with that of its parent Uzbekistan
(BB-/Stable) as the company is a fully state-owned integrated
natural gas and liquid hydrocarbons producer with strong links to
the government.

UNG's Standalone Credit Profile (SCP) remains at 'b'. Natural gas
price increases in Uzbekistan in 2023 and 2024 have had a positive
impact on UNG's financial profile and further price liberalisation,
coupled with an improvement in UNG's liquidity position, may have a
positive impact on UNG's SCP.

Key Rating Drivers

'Very Strong' Oversight: Fitch assesses decision-making and
oversight factor as 'Very Strong' under Fitch's Government-Related
Entities (GRE) Rating Criteria. The state's ownership and control
of UNG, as its sole shareholder, underscores the government's
commitment to the company's stability and operational efficiency.
Natural gas prices remain regulated and are the main driving force
behind UNG's profitability, underscoring the influence the
government has over UNG.

'Very Strong' Precedents of Support: Fitch views precedents of
support as 'Very Strong' with significant state guarantees covering
54% of its consolidated debt as of end-June 2024. Although this
ratio is expected to decrease, the government's backing is also
evident in liberalised oil product prices, selected tax incentives,
and reduced dividend requirements, ensuring UNG's effective debt
servicing and operational sustainability.

'Strong' Incentives to Support: Fitch assesses preservation of
government policy role as 'Strong'. UNG's provision of critical
energy supplies to domestic sectors, the country's reliance on gas
for power, heating, and automotive fuel, and UNG's status as one of
the largest employers in Uzbekistan reinforce its importance.
Contagion risk is 'Strong', reflecting UNG's significant borrowing
activities, albeit with a smaller debt load than the state's.

Rating Equalised: UNG's 'b' SCP and its GRE support score of 40,
out of a maximum 60, result in rating equalisation with the
sovereign's.

Price Liberalisation Supports Revenue: Uzbekistan continues to
progress with the liberalisation of natural gas prices. Natural gas
tariffs increased in 2023 and 2024 to USD48/per thousand cubic
metres (mcm) (USD1.36/mcf) from USD28/mcm (USD0.8/mcf) and further
hikes are planned until full natural gas liberalisation in 2028.
While Fitch conservatively assumes slower price increases versus
management forecasts, Fitch believes the liberalisation will have a
significant positive impact on UNG's profitability.

Natural Gas Output Decline Arrested: UNG's natural gas production
declined to 29.2bcm in 2023 from 33.9bcm in 2021. UNG has multiple
production fields in several regions of Uzbekistan, although 10% of
the fields account for 70% of its output. Key assets are depleted,
which contributed to the production decline. Fitch understands from
management that the production decline has been arrested in 2024
and the company is planning a modest annual increase in gas
output.

Legacy Guarantees Removed: UNG had UZS13 trillion of guarantees at
end-2022, mainly issued to its former subsidiary JSC Uztransgaz
(Uztransgaz) for its gas purchases. UNG, together with the
government, Uztransgas and UZ-Kor Gas Chemical introduced a scheme
in 2023 and 2024 that effectively transformed the guarantee into
UNG's 46.8% stake in Uztransgaz. Removal of the risk of cash
outflows related to the guarantee is positive for UNG's SCP.
However, Fitch understands from management the government is
prepared to support Uztransgas.

GTL Utilisation to Increase: Low utilisation of UNG's
gas-to-liquids (GTL) plant has been weighing on the company's
performance. The plant has a nameplate production capacity of 3.6
bcm for diesel, naphtha, kerosene and LPG. UNG plans to reach full
capacity utilisation in 2026. Fitch views the plans as positive for
UNG's credit profile.

Medium Scale: UNG's consolidated hydrocarbon output was 520,000
barrels of oil equivalent per day in 2023. However, its per-barrel
profitability is fairly weak in view of regulated domestic gas
prices. Raw natural gas accounted for almost all of UNG's
production. Its PRMS 1P reserve life was 13 years at end-2023,
which Fitch views as adequate. UNG's low regulated realised natural
gas prices were counterbalanced by its downstream integration and
low upstream costs.

Derivation Summary

UNG's closest peers are State Oil Company of the Azerbaijan
Republic (SOCAR, BBB-/Stable, SCP: bb-) and JSC National Company
KazMunayGas (NC KMG, BBB/Stable, SCP: bb)

UNG's 'b' SCP highlights its weaker profitability than SOCAR's,
coupled with higher leverage and consistently tight liquidity. NC
KMG and UNG have a comparable scale of operations, but NC KMG's
credit metrics and liquidity profile are stronger than UNG's. The
ratings for NC KMG, SOCAR, and UNG are equalised with their
respective sovereign' (Kazakhstan, Azerbaijan, and Uzbekistan).

Key Assumptions

- Upstream volumes broadly stable in 2024-2028

- Annual increase in domestic realised gas prices with a 50%
discount to tariff increases expected by the company

- Brent oil price of USD80/bbl in 2024, USD70/bbl in 2025,
USD65/bbl in 2026-2027 and USD60/bbl in 2028

- Annual capex averaging UZS10.3 trillion in 2024-2028

- Annual dividend at 25% of net income, gradually increasing to
UZS3 trillion by 2026 and to UZS6 trillion in 2028 from UZS2
billion in 2024

RATING SENSITIVITIES

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

- A sovereign downgrade

- EBITDA net leverage consistently above 4.5x, for example, as a
result of further delays to UNG's downstream projects, could be
negative for the SCP but not necessarily for the IDR

- Material deterioration in liquidity

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

- A sovereign upgrade

- EBITDA net leverage sustained below 3.5x due to a record of
liberalisation of natural gas prices in Uzbekistan, if accompanied
by improved liquidity, could be positive for the SCP but not
necessarily for the IDR

Uzbekistan (see Fitch Affirms Uzbekistan at 'BB-'; Outlook Stable
dated 23 August 2024)

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

- External Finances: A marked worsening of external finances, for
example, via a large and sustained drop in remittances, or a
widening in the trade deficit, leading to a significant decline in
FX reserves.

- Public Finances: A marked rise in the government debt-to-GDP
ratio or an erosion of sovereign fiscal buffers, for example, due
to an extended period of low growth, loose fiscal stance, sharp
currency depreciation, or crystallisation of contingent
liabilities.

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

- Macro: Consistent implementation of structural reforms that
promote macroeconomic stability, sustain strong GDP growth
prospects and support better fiscal outturns.

- Public Finances: Confidence in a durable fiscal consolidation
that enhances medium-term public debt sustainability.

- Structural: A marked and sustained improvement in governance
standards.

Liquidity and Debt Structure

UNG's liquidity is weak, with a liquidity score of below 1x in 2024
and 2025. As of end-June 2024 UNG had UZS636 billion available cash
against UZS9,621 billion short-term maturities and Fitch projected
negative FCF of UZS100 billion in the next 12 months. UNG raised an
additional UZS3,739 billion from new loans in 2H24.This is
counterbalanced by the company's strong relationships with local,
some international and Chinese banks, as well as proven state
support. Management has obtained a waiver for potential liquidity
covenant breaches to 2025.

Issuer Profile

UNG is Uzbekistan's national oil and gas company. It produces
natural gas, condensate, oil, oil products and petrochemicals. UNG
sells all of its gas domestically.

Summary of Financial Adjustments

Fitch reclassified UZS11.4 trillion liability related to the sales
of certain GTL assets to AirProducts Netherlands Gases B.V. from
other financial liabilities as debt.

Public Ratings with Credit Linkage to other ratings

UNG's IDR is equalised with Uzbekistan's rating.

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

UNG has an ESG Relevance Score of '4' for Financial Transparency
due to the below-average quality of financial disclosure, as well
as poor timeliness and transparency. This has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

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

   Entity/Debt              Rating         Recovery   Prior
   -----------              ------         --------   -----
JSC Uzbekneftegaz     LT IDR BB-  Affirmed            BB-

   senior unsecured   LT     BB-  Affirmed   RR4      BB-



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

LUGO FUNDING: S&P Assigns BB- (sf) Rating to Class F-Dfrd Notes
---------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Lugo Funding
DAC's class A, B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes. At
closing, Lugo Funding also issued unrated class Z and Y notes.

S&P said, "Our ratings address the timely payment of interest and
the ultimate payment of principal on the class A notes. Our ratings
on the class B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and F-Dfrd notes
address the ultimate payment of interest and principal on these
notes, and timely payment of interest when they become the most
senior class of notes outstanding." Unpaid interest will not accrue
additional interest and will be due at the notes' legal final
maturity.

Credit enhancement for the rated notes comprises collateralization
and the reserve fund. The reserve fund was fully funded at closing
and provides mainly liquidity support for the payment of senior
fees and interest due on the class A notes. Any excess of the cash
reserve over its required amount provides credit support.

Lugo Funding is a static RMBS transaction. The pool of
EUR651,789,337 comprises 7,736 loan parts originated by Catalunya
Banc, S.A., Caixa d'Estalvis de Catalunya, Caixa d'Estalvis de
Tarragona, and Caixa d'Estalvis de Manresa. The assets are
primarily first-ranking loans secured against properties in Spain.
The portfolio is concentrated in Catalonia, where 71.29% of the
portfolio's property valuations are located. The portfolio also
contains 80% restructured loans and 71% that have been restructured
before 2020, which did not attract our reperforming adjustment. At
the same time, 19.11% of the portfolio is currently at least one
month in arrears.

The class A to F-Dfrd and Z notes' issuance proceeds are used to
purchase the "participaciones hipotecarias" (PHs) and "certificados
de participacion hipotecarias" (CPHs) from the seller. S&P
considers the issuer to be a bankruptcy remote entity, and S&P has
received legal opinions that indicate the sale of the assets would
survive the seller's insolvency.

Banco Bilbao Vizcaya Argentaria, S.A. (BBVA) is limited to a master
servicer role without prejudice to those non-delegable duties as
issuer of the PHs and CTHs, while Pepper Spanish Servicing S.L.U.
(Pepper) is the servicer. Pepper conducts all servicing activities
including primary and special servicing: arrears management,
restructuring, recoveries, and real estate owned (REO) management.

The application of our structured finance sovereign risk criteria
does not constrain the ratings.

Lugo Funding is a static RMBS transaction that securitizes a
portfolio of primarily first-ranking loans secured against
properties in Spain.

  Ratings

  Class     Rating*     Amount (EUR)

  A         AAA (sf)    520,725,000

  B-Dfrd    AA (sf)     23,253,000

  C-Dfrd    A (sf)      24,235,000

  D-Dfrd    BBB+ (sf)   13,100,000

  E-Dfrd    BBB (sf)     6,550,000

  F-Dfrd    BB- (sf)     6,550,000

  Z         NR          72,303,000

  Y         NR           2,000,000

*S&P's ratings address timely receipt of interest and ultimate
repayment of principal on the class A notes and the ultimate
payment of interest and principal on the other rated notes. Its
ratings also address timely payment of interest due when the
deferrable notes become the most senior outstanding class. Any
deferred and unpaid interest is due by the legal final maturity.
NR--Not rated.
Dfrd--Deferrable.




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

ARCHROMA HOLDINGS: S&P Affirms 'B' LT ICR, Outlook Negative
-----------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Archroma Holdings S.a.r.l. and its 'B+' issue rating on the
senior secured term loans issued by Archroma Finance S.a.r.l.

The negative outlook indicates that S&P could lower the ratings
within 12 months if Archroma does not generate healthy FOCF or
improve its FFO cash interest coverage to above 2x.

Much higher-than-expected exceptional costs relating to the
accelerated integration of acquired Huntsman TE resulted in severe
cash burn and continually constrained credit metrics in fiscal
2024, indicating exhausted rating headroom.   This was despite the
on-track recovery in Archroma's operating performance after it
bottomed out in fiscal 2023 given severe destocking, with volumes
up by more than 10% in fiscal 2024. Higher operating leverage and
initial synergy savings from the integration of Huntsman TE
(acquired early 2023) have led to consistent earnings growth since
the last quarter of fiscal 2023. Accordingly, EBITDA before
exceptional items rebounded to $217 million in fiscal 2024 from $88
million in fiscal 2023, in line with the company's budget and our
previous base.

S&P said, "However, Archroma's decision to accelerate the
integration of Huntsman TE led to about $86 million exceptional
costs in fiscal 2024 (which we do not add back in S&P Global
Ratings adjusted EBITDA), $50 million higher than in company's
budget. This, together with much higher interest payments of about
$117 million under the current capital structure after the Huntsman
TE acquisition, resulted in negative FOCF of about $75 million in
fiscal 2024. In addition, we reflected about $36 million unexpected
one-off payments--mainly related to pension transfer in
Switzerland--below FOCF. Despite the rise in S&P Global
Ratings-adjusted EBITDA to about $132 million in fiscal 2024 (after
exceptional items before one-off pension cashout) from $88 million
in fiscal 2023, FFO interest coverage weakened temporally to nearly
1.0x (about 1.7x excluding exceptionals), far below the 2x we view
as commensurate with the 'B' long-term issuer credit rating. Our
adjusted debt to EBITDA improved, but still at an elevated
14.5x-15.0x (including third-party owned preferred equity
certificates [PECs]) or 8.5x-9.0x (excluding PECs). We view the
rating headroom as exhausted, which is reflected in the negative
outlook."

The realization of implemented cost synergies and the simultaneous
normalization of exceptional costs to a much lower level will
contribute to a considerable EBITDA increase and a return to
clearly positive FOCF in fiscal 2025.   Moreover, S&P Global
Ratings-adjusted credit metrics will be bolstered by continual
volume growth and margin expansion amid improving market demand and
higher operating leverage. S&P said, "We forecast S&P Global
Ratings-adjusted EBITDA to increase to $220 million-$230 million
and FFO interest coverage up to about 2.0x in fiscal 2025, with
FOCF strengthening to above $20 million. We expect the positive
market momentum to continue into 2025 with textile effects
benefiting from gradually improving consumer confidence following
interest rate cuts, market share gains from shifted strategy toward
more sustainable system-based solutions, and rising demand for
eco-friendly products in packaging technology. Moreover, we expect
Archroma's heavy investment in integration and efficiency in the
past two years to pay off and contribute to recurring synergy
savings. These will include higher capacity utilization,
procurement savings, and cost cuts related to selling, general, and
administrative expenses, with further one-off expenses related to
this to be much lower. We understand that realized run-rate synergy
already reached more than 90% of the $120 million target as of the
end of fiscal 2024. The company expects exceptional costs to reduce
to about $44 million in fiscal 2025, part of which will be
compensated by $20 million of land-sale income from further
footprint optimization measures."

Adequate liquidity with no pressure from the maturity profile
supports the 'B' rating.  S&P said, "We understand that Archroma
will continue to focus on unwinding inventory and improve its
working capital efficiency in fiscal 2025. Last year, the company
successfully extended its term loans to June 2027 and upsized its
revolving credit facility (RCF) to $225 million while extending the
maturity to March 2027. We also factor into our rating the
assumptions that management will remain focused on delivering
integration and rationalization synergies and increasing earnings
and cash flow in the next one to two years."

The negative outlook reflects that S&P could lower the rating if
Archroma does not generate healthy FOCF or improve its FFO cash
interest coverage ratio to above 2x within the next 12 months.

Downside scenario

S&P could lower the ratings if the company fails to increase sales
volumes and its EBITDA margin. This might be due to
weaker-than-expected recovery in the operating performance or a
significant setback in the integration of Huntsman TE, leading to
FOCF remaining constrained, FFO cash interest coverage staying
below 2x, and S&P Global Ratings-adjusted gross debt to EBITDA
(without all PECs) at above 5x without the prospect of a swift
improvement.

Upside scenario

S&P could revise the outlook to stable if Archroma successfully
improves its FOCF generation to above $50 million and strengthens
its FFO cash interest coverage ratio to comfortably above 2x,
implying S&P Global Ratings-adjusted EBITDA (after exceptional
costs) of above $250 million. This could result from the successful
realization of synergies, no further high exceptional costs,
combined with the EBITDA margin becoming sustainably higher as
demand recovers and plant utilization improves.




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

ANADOLUBANK AS: Fitch Affirms 'B' Long-Term IDRs, Outlook Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Anadolubank A.S.'s Long-Term
Foreign-Currency (LTFC) and Local-Currency (LTLC) Issuer Default
Ratings (IDRs) at 'B'. The Outlooks are Positive. Fitch has also
affirmed the bank's Viability Rating (VR) at 'b'.

Fitch has upgraded Anadolubank's National Rating to 'A-(tur)' from
'BBB(tur)', reflecting a strengthening in its creditworthiness
relative to other Turkish issuers in LC, following sustained strong
earnings performance and adequate capitalisation buffers amid an
improving operating environment. The Positive Outlook reflects that
on the bank's LTLC IDR.

Key Rating Drivers

VR Drives Ratings: Anadolubank's IDRs are driven by its standalone
creditworthiness, as reflected in its VR. The VR reflects the
bank's limited franchise in the competitive Turkish market,
resilient profitability, adequate capitalisation and limited
refinancing risks. The bank's 'B' Short-Term IDRs are the only
possible option mapping to LT IDRs in the 'B' rating category.

Improving but Challenging Operating Environment: Anadolubank's
operations are concentrated in the improving but challenging
Turkish operating environment. The normalisation of monetary policy
has reduced near-term macro-financial stability risks and external
financing pressures but banks remain exposed to high inflation,
potential further lira depreciation, slowing economic growth, and
multiple macroprudential regulations, despite simplification
efforts.

Small Domestic Franchise: Anadolubank has a small market share,
with 0.3% of sector assets at end-2Q24 (unconsolidated basis),
resulting in limited pricing power. Its self-funded Dutch
subsidiary, Anadolubank N.V., (end-2Q24: 32% of consolidated
assets) brings some diversification to operations.

Short-Term Lira Lending Focus: New loan origination has remained
focused on short-term LC lending to lower-risk corporates. FC
lending, largely originated by the Dutch subsidiary (mainly to
Turkish financial institutions and corporates), comprises 41% of
loans.

Asset-Quality Risks: The improved impaired loans (Stage 3) ratio
(end-1H24: 1.6%; end-2023: 1.7%; sector: 1.5%) reflects limited
non-performing loan inflows, strong collections and loan growth
(23%, sector: 19%).

Specific reserve coverage was 75% (sector: 79%). Its focus on
short-term LC non-retail loans (end-1H24: about 60% of gross
loans), low Stage 2 loan ratio (end-1H24: 0.75%) mitigate
asset-quality risks, but loan growth is high. Credit risks remain
amid sensitivity to slowing economic growth, high lira interest
rates, high FC lending, high inflation and concentration risks.
Fitch expects the impaired loans ratio to worsen to around 3% at
end-2025.

Above Sector-Average Profitability: The operating
profit/risk-weighted assets (RWAs) ratio increased to 8.0% in 1H24
from 7.3% in 2023, mainly supported by improved margins on the back
of removal of interest caps and loan growth in the high
interest-rate environment. Fitch expects profitability to weaken in
2025, given slower GDP growth and moderate increase in loan
impairment charges, and its operating profit/RWAs ratio to decrease
to around 4% in 2025.

Adequate Capitalisation: The bank's common equity Tier 1 (CET1)
ratio, including forbearance, declined to 15.5% at end-1H24
(includes 130bp forbearance impact) from 17.4% at end-2023, mainly
due to tightened forbearance on FC RWAs. Pre-impairment operating
profit (14.5% of average gross loans, annualised), and full
provision coverage of impaired loans provides an additional buffer.
Capitalisation remains sensitive to macro risks, lira depreciation
(due to high FC RWAs), asset-quality risks and growth.

Limited Refinancing Risk: Anadolubank is largely funded by
short-term fairly granular customer deposits (end-1H24: 85% of
total non-equity funding). Related party deposits from the parent
constituted a high 16% of total deposits. The share of FC deposits
is high (60%). About 35% of customer deposits, largely in euros,
were sourced through Anadolubank N.V., with longer maturities than
the deposits placed at Anadolubank in Turkiye. Anadolubank has
limited FC wholesale funding (4% of total non-equity funding),
largely sourced through Anadolubank N.V. FC liquidity could come
under pressure from sector-wide deposit instability.

Rating Sensitivities

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

The bank's IDRs are sensitive to a downgrade of its VR.

The bank's VR is sensitive to a weakening in the operating
environment, although this is not its base case. The VR is also
sensitive to an erosion of its capital buffers most likely due to
asset quality weakening or pressure on profitability, and FC
liquidity positions.

The Short-Term IDRs are sensitive to changes in the bank's
Long-Term IDRs.

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

An upgrade of the bank's rating would require an upward revision of
its assessment of the operating environment for Turkish banks,
while Anadolubank maintained overall stable risk and financial
profiles.

The Short-Term IDRs are sensitive to changes in the bank's
Long-Term IDRs.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The National Rating at 'A-(tur)' reflects its view of Anadolu's
creditworthiness in LC relative to other Turkish issuers.

Anadolubank's Government Support Rating (GSR) of 'No Support' (ns)
reflects its view that state support cannot be relied upon, in case
of need, given the bank's limited systemic importance.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The National Rating is sensitive to a change in the bank's
creditworthiness in LC relative to that of other Turkish issuers.

An upgrade of the 'ns' GSR is unlikely given Anadolubank's limited
systemic importance and franchise.

VR ADJUSTMENTS

The 'b+' operating environment score for Turkish banks is lower
than the category implied score of 'bb' due to the following
adjustment reasons: macro-economic stability (negative). The
adjustment reflects heightened market volatility, high
dollarisation and high risk of FX movements in Turkiye.

ESG Considerations

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

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

   Entity/Debt             Rating           Recovery   Prior
   -----------             ------           --------   -----
Anadolubank A.S.   LT IDR             B      Affirmed   B
                   ST IDR             B      Affirmed   B
                   LC LT IDR          B      Affirmed   B
                   LC ST IDR          B      Affirmed   B
                   Natl LT            A-(tur)Upgrade    BBB(tur)
                   Viability          b      Affirmed   b
                   Government Support ns     Affirmed   ns



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

DECHRA TOPCO: Fitch Assigns 'B+(EXP)' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned Dechra Topco Limited (Dechra) a
first-time expected Long-Term Issuer Default Rating (IDR) of
'B+(EXP)'. The Outlook is Stable. Fitch has also assigned a
'BB-(EXP)' with a Recovery Rating of 'RR3' to the senior secured
debt to be issued by Dechra Finance US LLC and Dechra
Pharmaceuticals Holdings Limited.

The 'B+' IDR reflects Dechra's robust business profile, featuring a
diversified portfolio in high-growth market of specialty
therapeutic pharmaceuticals for companion animals. This is
supported by its manufacturing scale, global footprint, and
development capabilities. Sustained positive free cash flow (FCF)
generation is driven by high single-digit organic sales growth and
strong profit margins, in combination with contained working
capital and capex intensity. These strengths are balanced by its
modest size versus global pharmaceuticals, its niche position, and
high initial leverage.

The Stable Outlook reflects its expectation of Dechra deleveraging
to below 5.5x from FY26 (year-end to June), which would be in line
with a 'B+(EXP)' IDR.

The assignment of final ratings is contingent on the receipt of
final documents materially conforming to the draft terms of the
financing. Furthermore, the assigned IDR at the level of Dechra
Topco Limited, at which level the group reports its consolidated
annual accounts, is above the restricted group as defined in the
draft documentation, and assumes absence of any additional debt.

Key Rating Drivers

Robust Business Model: Fitch views Dechra's business model as
robust, given its well-diversified product portfolio across
therapeutic areas and species, balanced geographic footprint in the
US and Europe, strong brand loyalty and vet relationships, as well
as entrenched market positions in the niche areas of companion
animal healthcare. This is reflected in Dechra's ability to deliver
healthy organic sales growth and solid operating margins throughout
the cycle.

Constrained by Scale: Globally Dechra ranks among niche scale
pharmaceutical companies with revenue expected to remain below GBP1
billion before FY28, which will constrain the rating to the 'B'
category.

Deleveraging Capacity: Following the EQT takeover in January 2024
and refinancing, Fitch forecasts EBITDA gross leverage at 6.3x in
FY25. Fitch expects deleveraging to 5.5x in FY26 and at below 5.0x
thereafter, supported by EBITDA growth in the existing companion
animal small molecule drug portfolio, alongside a pipeline that
will deliver extra EBITDA in the next two years. Fitch views the
related execution risk as moderate.

The deleveraging pace will also depend on M&A activity with bolt-on
acquisitions remaining an important part of the group's growth
strategy. This projected deleveraging in FY26 is critical to the
rating. Inability to deleverage or absence of deleveraging
prospects will put Dechra's ratings under pressure.

Invetx and Akston Contribution Excluded: Its rating case does not
factor in potential contribution from Dechra's next-gen innovation
platform. This includes contributions from the recently
equity-funded acquisitions of Invetx and Akston, but which are
likely to materialise beyond its rating horizon. Fitch believes the
platform, if successful, could be transformational for Dechra's
business profile, potentially positioning the group as an
innovative mid-sized global animal pharmaceutical manufacturer.

Solid FCF Generation: Fitch expects sustained positive and growing
FCF margins at mid to high-single digits from FY26, aided by strong
sales growth, particularly in North America, and enhanced cost
efficiency. Following the Invetx acquisition, Fitch expects modest
capex over the rating horizon at 2.5%-3% of revenue. Fitch also
factors in an annual bolt-on M&As of GBP50 million from FY26, as
Fitch believes the cash is likely to be reinvested in the business
rather than accumulated on the balance sheet.

Fitch views Dechra's underlying FCF generation as healthy and
consistent with the rating. Strong FCF margins and growing FCF
scale are key to the 'B+' IDR. Failure to demonstrate this would
signal operational challenges and will likely lead to a rating
downgrade.

Supportive Market Fundamentals: Dechra benefits from long-term
demand for animal health products and market consolidation. The
market has seen mid-to-high single-digit growth due to rising
consumer spending on companion animals, greater animal health
awareness shifting focus from cure to prevention, and advanced
farming methods requiring innovative therapies. Companion animal
pharma companies are also better protected from competition with
generic pharma peers likely to experience smaller market share loss
and slower price erosion on patent expiry than in the human pharma
market.

Derivation Summary

Fitch rates Dechra according to its Global Ratings Navigator for
Pharmaceutical Companies.

Compared with global pharma peers with large diversified
franchises, Dechra's operations are backed by a diversified and
resilient product base but are constrained by its niche business
scale. Dechra is able to generate consistently positive cash flow,
similar to larger peers, but it has higher initial EBITDA leverage
above 6.0x in FY25.

Dechra is rated in line with its closest peer Financière Top
Mendel SAS (Ceva Sante; B+/Stable). Although Dechra has smaller
scale and higher initial leverage than Ceva Sante, it focuses in
the companion animal segment of animal health, which has
structurally higher growth than the farm animal market where Ceva
Sante primarily operates. Dechra is rated lower than Elanco Animal
Health Incorporated (BB-/Positive), which reflects its much smaller
scale, lower diversification, and higher leverage.

Pharmaceutical companies in the 'B' rating category in its
portfolio are normally small, generic business with concentrated
product portfolios and levered balance sheets. Compared with
asset-light business like CHEPLAPHARM Arzneimittel GmbH (B+/Stable)
and Pharmanovia Bidco Limited (B+/Stable), Dechra's lower margins
and higher leverage are balanced by greater geographic reach,
slower price erosion on patent expiry, and higher growth prospects
that could support deleveraging.

Key Assumptions

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

- Organic sales growth of 6.9% in FY25 followed by annual organic
growth of 8%-9% in FY26-FY28

- Organic EBITDA margins at 24.2% in FY25, gradually improving to
26% by FY28

- Capex at 3.8% of sales in FY25, gradually reducing to 2.5% in
FY28

- M&As of GBP50 million a year in FY26-FY28

- No dividend payouts in FY25-FY28

Recovery Analysis

The recovery analysis assumes that Dechra would be restructured as
a going concern (GC) rather than liquidated in a default given its
brand, quality of product portfolio and established global market
position.

Fitch estimates Dechra would have post-reorganisation GC EBITDA of
around GBP175 million, with potential distress most likely
resulting from product contamination or similar compliance issues,
or disruptions at wholesalers due to distributor concentration.

A distressed enterprise value (EV)/EBITDA multiple of 6.5x has been
applied to calculate a GC EV. This multiple reflects the group's
strong organic growth potential, high underlying profitability and
protected niche market positions with some in-house innovation
capabilities.

After deducting 10% for administrative claims, its principal
waterfall analysis generated a ranked recovery in the 'RR3' band
for the senior secured capital structure, comprising its term loan
B (TLB) of GBP1.3 billion and a GBP215 million senior revolving
credit facility (RCF), which Fitch assumes will be fully drawn
prior to distress in accordance with its methodology.

Its waterfall analysis generates ranked recovery for the senior
secured debt in the 'RR3' band, indicating a 'BB-' instrument
rating for the secured debt, one notch above the IDR. This results
in a waterfall-generated recovery computation output percentage of
68%.

RATING SENSITIVITIES

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

- EBITDA leverage consistently above 5.5x

- EBITDA margin consistently below 24%

- FCF margins trending toward neutral

- EBITDA interest coverage consistently below 2.5x

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

- An upgrade is not envisaged unless the group's business matures
and its innovation strategy is successfully implemented, leading to
better diversification and larger scale with EBITDA above GBP500
million

- EBITDA leverage consistently below 4.5x

- FCF margins consistently at mid-to-high single digits

- EBITDA margin consistently above 26%

- EBITDA interest coverage consistently above 3.5x

Liquidity and Debt Structure

At FYE24, Dechra had GBP132 million of available cash (Fitch
restricts GBP10 million for daily operations and intra-year working
capital requirements). Following the planned refinancing, the group
will not have major debt maturities until end-2031, which together
with limited working capital requirements and low maintenance
capex, support a comfortable liquidity position.

The proposed refinance would further improve the group's
liquidity's headroom by increasing the amount of the RCF to GBP215
million.

Issuer Profile

Dechra is a UK-based manufacturer and distributor of animal
healthcare pharmaceutical products mostly in Europe and North
America.

Date of Relevant Committee

05 November 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

Dechra has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to regulatory
interventions and end-consumer preferences away from the use of
antibiotics for animals, which has a negative impact on the credit
profile, and is relevant to the rating in conjunction with other
factors.

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

   Entity/Debt                 Rating                    Recovery  

   -----------                 ------                    --------  

Dechra Finance US LLC

   senior secured        LT     BB-(EXP)Expected Rating    RR3

Dechra Topco Limited     LT IDR B+(EXP) Expected Rating

Dechra Pharmaceuticals
Holdings Limited

   senior secured        LT     BB-(EXP)Expected Rating    RR3

DUNALASTAIR HOTEL: Grant Thornton Named as Joint Administrators
---------------------------------------------------------------
Dunalastair Hotel Limited was placed into administration
proceedings in the High Court Of Justice, Insolvency & Companies
List, No 001135 of 2024, and Stuart Preston and Julie Tait of Grant
Thornton UK LLP, were appointed as joint administrators on Nov. 12,
2024.  

Dunalastair Hotel operates in the hotel business industry.

Its registered office is at c/o Grant Thornton UK LLP, 11th Floor,
Landmark St Peter's Square, 1 Oxford St, Manchester, M1 4PB.  Its
principal trading address is at 1 The Square, Kinloch Rannoch,
Pitlochry, PH16 5PW.

The joint administrators can be reached at:

              Stuart Preston
              Grant Thornton UK LLP
              Level 8, 110 Queen Street
              Glasgow, G1 3BX
              Tel No: 0141 223 0000

              -- and --

              Julie Tait
              Grant Thornton UK LLP
              7 Castle Street
              Edinburgh, EH2 3AH
              Tel No: 0131 229 9181

For further information, contact:

              CMU Support
              Grant Thornton UK LLP
              Level 8, 110 Queen Street
              Glasgow, G1 3BX
              Tel No: 0161 953 6906
              Email: cmusupport@uk.gt.com


DUNALASTAIR SUITES: Grant Thornton Named as Joint Administrators
----------------------------------------------------------------
Dunalastair Hotel Suites Limited was placed into administration
proceedings in the High Court Of Justice, Insolvency & Companies
List, Court Number: No 001136 of 2024, and Stuart Preston and Julie
Tait of Grant Thornton UK LLP, were appointed as joint
administrators on Nov. 12, 2024.  

Dunalastair Hotel operates in the hotel business industry.

Its registered office is at c/o Grant Thornton UK LLP, 11th Floor,
Landmark St Peter's Square, 1 Oxford St, Manchester, M1 4PB.  Its
principal trading address is at 1 The Square, Kinloch Rannoch,
Pitlochry, PH16 5PW.

The joint administrators can be reached at:

              Stuart Preston
              Grant Thornton UK LLP
              Level 8, 110 Queen Street
              Glasgow, G1 3BX
              Tel No: 0141 223 0000

              -- and --

              Julie Tait
              Grant Thornton UK LLP
              7 Castle Street
              Edinburgh, EH2 3AH
              Tel No: 0131 229 9181

For further information, contact:

              CMU Support
              Grant Thornton UK LLP
              Level 8, 110 Queen Street
              Glasgow, G1 3BX
              Tel No: 0161 953 6906
              Email: cmusupport@uk.gt.com


EAGLE MIDCO: Secured Term Loan Add-on No Impact on Moody's 'B3' CFR
-------------------------------------------------------------------
Moody's Ratings says that Eagle MidCo Limited's (Busy Bees or the
company) B3 long term corporate family rating, B3-PD probability of
default rating and the B3 ratings of the guaranteed senior secured
first-lien term loans B (TLB) (split into EUR812.1 million and
GBP365.9 million tranches) and GBP100 million guaranteed senior
secured revolving credit facility (RCF), all issued by Eagle Bidco
Limited are unaffected by the GBP100 million equivalent fungible
add-on to the existing euro term loan. The outlook is stable.

On November 18, 2024, Busy Bees announced a GBP100 million
equivalent add-on to its existing guaranteed senior secured
first-lien term loan B, euro tranche. The proceeds will be used to
fund acquisitions, repay RCF drawings and pay associated
transaction fees and expenses. The company has a planned
acquisition in North America. The acquisition has an expected
EBITDA contribution of around GBP6 million, will strengthen the
company's global presence and is in line with its growth focus in
North America. Moody's adjusted gross debt/EBITDA for the last
twelve months to September 30, 2024 pro forma for the add-on and
anticipated acquisition increases by 0.1x to around 6.5x. Moody's
adjusted leverage ratio has been positively impacted by the company
capitalising the loan of Eagle MidCo from Eagle Holdco Limited.
This shareholder loan was previously included in Moody's adjusted
debt and the capitalisation of it has around a 0.5x positive impact
on leverage.

RATINGS RATIONALE

Busy Bees' B3 CFR is supported by its: (1) stable demand for its
services, which are perceived as essential supporting stable demand
and pricing power; (2) leading market positions; (3) loyal and
affluent customer base; and (4) increased geographic
diversification limits risks pertaining to changes in regulations
and to cost inflation.

The rating is constrained by the company's: (1) high leverage and
weak coverage ratios; (2) buy-and-build strategy through
debt-funded acquisitions hampers deleveraging; (3) high operating
leverage and exposure to rising labour costs; and (4) high interest
costs which limit cash generation.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will maintain good operating performance, and refrain from large
debt-funded acquisitions and shareholder distributions.

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

Upward ratings pressure could develop if (1) revenue and EBITDA
margins improve on a sustained basis; (2) Moody's adjusted leverage
reduces sustainably toward 6x; and (3) free cash flow (FCF) remains
positive, with adequate liquidity.

Conversely, downward ratings pressure could develop if: (1) Moody's
adjusted leverage remains above 7.5x for a prolonged period; (2)
FCF turns negative; or (3) liquidity weakens significantly.

PRINCIPAL METHODOLOGY

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

PROFILE

Founded in 1983 and headquartered in the UK, Busy Bees is a leading
day nursery and early years education provider for infants and
children under the age of five. The company generated GBP1.1
billion of revenue and GBP280 million of company-adjusted post-IFRS
16 EBITDA for the last twelve months (LTM) to September 30, 2024,
based on preliminary results. The company benefits from good
geographic diversification with operations in Europe (UK, Ireland,
Italy), Asia (Singapore, Malaysia, Vietnam), North America (Canada,
US), and Australia/New Zealand (ANZ). As of 2023, the group
operated a network of 995 nurseries offering over 101,000 places.
Ontario Teachers' Pension Plan Board (OTTP, Aa1 positive) owns 54%,
Temasek Holdings (Private) Limited (Aaa stable) owns 21% and
management holds the remaining 25% of shares in the company.

EG GROUP: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has affirmed EG Group Limited's Long-Term Issuer
Default Rating (IDR) at 'B' with Stable Outlook.

The affirmation reflects EG Group's still high EBITDAR leverage of
around 6.5x in 2024 and weak but mildly improving fixed charge
coverage metrics. This is balanced by the company's 'BB' category
business profile with good diversification across geographies and
contribution from the fuel and non-fuel segments.

EG Group is applying disposal proceeds towards debt reduction
which, together with expected improvements in profitability,
supports the sustainability of deleveraging over 2024-2027, after a
decisive deleveraging was enacted in 2023. Fitch, however, expects
only a moderate improvement in coverage metrics following debt
reduction, an expected decrease in base rates and the recently
launched euro term loan repricing.

The Stable Outlook is supported by EG Group's satisfactory
available liquidity and flexibility in growth capex. The company
aims to remain neutral in free cash flow (FCF) while investing to
increase availability of services and consumer spending
opportunities at its petrol filling station (PFS) sites.

Key Rating Drivers

Disposals Completed: EG Group has completed a series of divestments
in the last 18 months for a total of around USD3.0 billion, which
have been applied towards debt reduction. It sold most of its UK&I
business for USD2.5 billion in October 2023, followed by 218 UK KFC
franchise restaurants for USD182 million in April 2024. Its
remaining UK forecourt business was sold in October 2024 for USD342
million. EG Group also continues its strategy of disposal of
non-core US assets, with 58 sites sold in 1H24 and completion
expected by end-2024.

Leverage Reduction: Fitch expects EG Group's gross adjusted EBITDAR
leverage to be at 6.2x at end-2025, a material reduction from
2022's 7.3x. This has largely been driven by debt reduction funded
by asset disposals, but also combines its expectation of annual
organic EBITDA growth of 4%. This should lead to leverage metrics
being in line with its 'B' IDR.

Improving profitability: Fitch expects EBITDAR to grow to around
USD1.5 billion in 2025 from USD1.3 billion in 2024 (pro-forma for
disposals). EG Group is focused on improving its non-fuel margins
through pricing and the revamp of its grocery & merchandise
offering, notably in the US. In Europe, Fitch expects expansion of
foodservice offering and gradual conversion of PFSs to
company-owned, company-operated to support higher margins,
alongside increasing the number of foodservice outlets. Fitch also
expects it to continue focusing on overheads to improve margins.

Moving Towards Leverage Target: Fitch expects EG Group to focus on
further reducing leverage towards its medium-term net debt/EBITDA
(pre IFRS16) target of 4.5x, supported by management's commitment
to debt reduction and flexibility in materially lower maintenance
capex versus the total capex budget. Fitch expects it to reinstate
its growth capex once it achieves its leverage target. Pro-forma
for the announced disposals and annualisation of cost-efficiency
initiatives, last 12-month net leverage, as defined by the company,
reached 4.8x.

Weak Coverage Metrics: Fitch forecasts weak EBITDAR fixed-charge
coverage metrics of 1.5x on average over the rating horizon. This
is due to EG Group's exposure to high interest rates on its debt
after its 2023 refinancing, with the majority of debt now due in
2028. The additional USD1.5 billion sale and leaseback (S&L)
transaction of 2023 has increased the rental bill and has only
reduced adjusted debt by around USD175 million, as Fitch
capitalises the additional rental cost at 8x. However, this
transaction has contributed to reducing overall debt.

Negative FCF to 2026: Fitch forecasts that FCF generation will be
negative and weaker than in previous years, as EG Group repays the
bulk of the agreed 2020 tax deferrals to 2027. Excluding these
payments Fitch expects overall positive FCF of USD50 million-USD100
million a year. Lower earnings following disposals and additional
rental costs after the S&L are offset by lower interest expense and
capex. Fitch forecasts capex of USD300 million-USD400 million,
which is USD100 million-USD200 million lower than historically. It
can also reduce growth capex further to achieve neutral FCF under
its financial policy.

Diversified, Large-Scale Operator: EG Group's rating remains
supported by its scale and diversification. Fitch assesses its
scale at a high 'bb', trending towards the 'bbb' rating category,
even after the UK&I business disposal. The company is a leading
PFS, convenience retail and foodservice operator that remains well-
diversified across its markets in the US (51% of pro-forma gross
profit), Europe (38%) and Australia (11%). Its product and service
diversification is solid, with non-fuel activities contributing
around half of gross profit.

Sound Maturity Profile: EG Group completed its refinancing in
November 2023 with around USD5.4 billion of debt extended to 2028.
The refinancing was aided by the material debt-reduction of USD3.8
billion since end-2022 with the full proceeds of completed
disposals and its USD1.5 billion S&L. This has substantially
extended the next material maturity to 2027, when USD683 million of
second-lien debt is due.

Derivation Summary

Most of EG Group's business is broadly comparable with that of
peers in Fitch's food/non-food retail portfolio, although its
company-owned and -operated business model should provide more
flexibility and profitability.

EG Group can be compared with UK motorway services group Moto
Ventures Limited and, to a lesser extent, with emerging-market
vertically integrated oil product storage/distributor/petrol fuel
station operators such as Puma Energy Holdings Pte. Ltd (BB/Stable)
and Vivo Energy Ltd. (BBB-/Stable).

EG Group is larger and more geographically diversified, with
exposure to 9 markets, including the US, Australia and western
Europe countries, versus Moto's concentration in the UK, although
the latter is strategically positioned in more protected motorway
locations. Moto benefits from a robust business model with a
long-dated infrastructure asset base and the less discretionary
nature of motorway customers, enabling it to generate higher
EBITDAR margin than EG Group. Both companies invest to increase
their exposure to higher-margin convenience and foodservice
operations.

Puma's and Vivo's ratings are restricted by their concentration in
emerging markets, which limits the quality of cash flow available
to service debt at the holding company level. EG Group has higher
profitability than Vivo and Puma, due to its materially higher
share of revenue from non-fuel activities.

Key Assumptions

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

- Annual fuel volumes for remaining business of around 15.4 billion
litres in 2024, with low single-digit declines thereafter

- Slightly increasing fuel gross margin in 2025 and 2026 per year,
bringing margin back to around 2022 levels

- Grocery and merchandise sales to grow 4% on average in 2025-2027,
with gross profit margins of 31%

- Foodservice sales to decline 25% in 2025, due to the impact of
disposals, with gross profit margins of 60%. Sales growth of 5% per
year in 2026-2027 with slight improvement in gross profit margins

- EBITDAR of around USD1.4 billion in 2024, USD1.5 billion in 2025
and above USD1.6 billion in 2027

- Net working-capital (NWC) inflow in 2024, reflecting one-off
improving terms and initiatives, followed by neutral NWC
thereafter

- Unwinding of USD368 million of deferred tax leading to
corresponding cash outflow over 2024-2027

- Total annual capex of USD300 million-USD400 million in 2024-2027

- Mild reduction in annual interest charges due to declining base
rates and its assumption that the initiative to reprice the euro
term loan B (TLB) is likely to be at least partly successful

- No further M&A in the next four years. If further acquisitions
materialise, Fitch will assess their impact based on their scale,
funding, multiples paid and earnings accretion, including
synergies

- No dividends for the next four years

Recovery Analysis

Under its bespoke recovery analysis, higher recoveries would be
realised by preserving the business model as a going-concern (GC),
reflecting EG Group's structurally cash-generative business. The
value from EG Group's site ownership is backed by reasonable
assets, but the real value to creditors comes from such assets
being operational rather than liquidated.

Fitch assumes EG Group's GC EBITDA at USD800 million (previously
USD850 million before disposals), reflecting its view of a
sustainable post-reorganisation EBITDA level on which Fitch bases
the enterprise valuation (EV).

Fitch believes that a 5.5x multiple reflects a conservative view of
the weighted-average value of EG Group's portfolio in distress.
Under its criteria, Fitch assumes EG Group's revolving credit
facility (RCF) and letter of credit facilities to be fully drawn or
claimed. Fitch deducts 10% from EV for administrative claims.

Its waterfall analysis generates a ranked recovery for the senior
secured facilities in the 'RR3' band, indicating a 'B+' instrument
rating, one notch up from the IDR. The waterfall analysis output
percentage on current metrics and assumptions is 62%. It
incorporates debt as of September 2024 of USD3.16 billion TLBs,
USD1.6 billion of senior secured notes, USD500 million of
floating-rate notes, a USD63 million-equivalent remaining bridge
loan, its RCF and letters of credit facility, all ranking equally
among themselves.

Taking into account further planned debt reduction in 2024
following recent divestitures would increase recoveries of the
senior secured instruments to 67%, which remains within the current
'RR3' band.

EG Group's USD683 million second-lien debt instrument attracts 0%
recovery and remains in the 'RR6' band. It has an instrument rating
at 'CCC+', two notches below the IDR.

RATING SENSITIVITIES

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

- Deteriorating performance of the business, either due to
recession, competition or lack of cost control, leading to
materially weaker EBITDA

- EBITDAR leverage remaining above 7.0x on a sustained basis

- EBITDAR/interest plus rents consistently below 1.5x

- Increasingly negative FCF as a result of trading underperformance
leading to shrinking liquidity headroom

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

- Sustained revenue and EBITDA expansion along with improving
operating margins

- Increased commitment to a financial policy, with EBITDAR leverage
comfortably below 6.0x on a sustained basis

- EBITDAR/interest plus rents approaching 2.0x on a sustained
basis

Liquidity and Debt Structure

Fitch expects Fitch-calculated available liquidity of around USD470
million at end-2024 after restricting USD120 million of cash for
intra-year working capital purposes and including around USD380
million in an available, undrawn RCF.

The nearest maturities are limited to around USD59 million
outstanding debt due in March 2026, while second-lien debt of
USD683 million will be up for refinancing ahead of its maturity in
April 2027. The RCF matures in August 2027, while all other debt
matures in 2028.

Issuer Profile

EG Group is a leading global petrol filling station, convenience
store and foodservice operator in 9 developed markets.

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
   -----------              ------          --------   -----
EG Global
Finance plc

   senior secured     LT     B+   Affirmed    RR3      B+

EG Finco Limited

   senior secured     LT     B+   Affirmed    RR3      B+

EG America LLC

   senior secured     LT     B+   Affirmed    RR3      B+

EG Group Limited      LT IDR B    Affirmed             B

   Senior Secured
   2nd Lien           LT     CCC+ Affirmed    RR6      CCC+

   senior secured     LT     B+   Affirmed    RR3      B+

EG Dutch Finco B.V.

   senior secured     LT     B+   Affirmed    RR3      B+

HHGL LIMITED: Teneo Financial Named as Joint Administrators
-----------------------------------------------------------
HHGL Limited was placed into administration proceedings in the High
Court of Justice Business and Property Courts in Leeds, Insolvency
and Companies List (ChD), Court Number: CR-2024-LDS-001140, and
Gavin George Scott Park, Adele Macleod and Gavin Maher of Teneo
Financial Advisory Limited, were appointed as joint administrators
on Nov. 13, 2024.  

HHGL Limited, trading as Homebase, specializes in home and garden
improvement related products.

Its registered office is at Witan Gate House, 500-600 Witan Gate,
Milton Keynes, MK9 1BA; and various principal trading address.

The joint administrators can be reached at:

             Gavin George Scott Park
             Adele Macleod
             Gavin Maher
             Teneo Financial Advisory Limited
             The Colmore Building
             20 Colmore Circus Queensway
             Birmingham, B4 6AT

Further Details Contact:

             The Joint Administrators
             Email: Homebase@teneo.com
             Tel No: 0121 619 0120

Alternative contact: Alia Khan

LUCKY 13: Menzies LLP Named as Joint Administrators
---------------------------------------------------
Lucky 13 Holdings Ltd was placed into administration proceedings in
the High Court of Justice, Court Number: CR-2024-006854, and James
Douglas Ernle Money and Steven Edward Butt of Menzies LLP, were
appointed as joint administrators on Nov. 13, 2024.  

Lucky 13 specializes in television programming and broadcasting
activities.

Its registered office is at Lynton House, 7-12 Tavistock Square,
London, WC1H 9LT.

The joint administrators can be reached at:

             James Douglas Ernle Money
             Steven Edward Butt
             Menzies LLP
             Lynton House,
             7-12 Tavistock Square
             London, WC1H 9LT

Further Details Contact:

             The Joint Administrators
             Email: Chellens@menzies.co.uk
             Tel No: 03309 129561

Alternative contact: Catherine Hellens

METRO BANK: Fitch Hikes LongTerm IDR to 'B+', Outlook Positive
--------------------------------------------------------------
Fitch Ratings has upgraded Metro Bank Holdings Plc's (MBH)
Long-Term Issuer Default Rating (IDR) to 'B+' from 'B' and Metro
Bank PLC's (Metro Bank) Long-Term IDR to 'BB-' from 'B+'. The
Outlooks on the Long-Term IDRs are Positive. Fitch has also
upgraded Metro Bank's and MBH's Viability Ratings (VRs) to 'b+'
from 'b'.

The upgrades reflect MBH's strategic progress in repositioning the
business model since raising new capital last year. The upgrade
also reflects reasonable prospects for MBH to return to operating
profitability over the next two years. This would support capital
buffers over minimum requirements, although the buffers remain
modest.

The Positive Outlooks reflect the potential for further upgrades if
MBH successfully executes its strategy, primarily in relation to
business growth in higher-yielding lending segments and improving
cost efficiency and funding costs. It also reflects the potential
for capital buffers to improve through improving capital generation
and balance sheet optimisation.

Key Rating Drivers

Business Restructuring Underway: MBH and Metro Bank's VRs are one
notch below their implied VRs because Fitch's assessment of their
business profile has a high influence on the VRs. This reflects its
view that the business profile will take some time to strengthen
following the recapitalisation in late 2023. The ratings also
reflect its expectations of weak structural profitability, albeit
with improved prospects, restored but modest capital buffers and a
higher appetite for risk as part of the restructuring.

The Positive Outlooks reflect opportunities for improvements to the
business profile and structural profitability, given the strategy
to reallocate capital into higher-yielding assets, whilst
restructuring costs are likely to weigh on short-term
profitability.

Business Transformation: MBH has made reasonable progress against
the announced business transformation since the start of the year,
although Fitch expects execution risk to remain high over the
medium term. MBH reduced its employees by over a fifth in 1H24 and
aims to significantly improve cost efficiency further through
simplification, automation and digitalisation. MBH aims to allocate
capital to higher-yielding assets to improve returns. However, only
modest capital buffers mean any planned growth will need to be
selective and controlled.

Higher Risk to Support Margins: MBH aims to grow higher-risk and
higher-yielding loans, including specialist mortgage and commercial
lending, following the disposal of a low-risk GBP2.5 billion
mortgage portfolio (end-1H24: 21% of loans). MBH aims for
commercial loans to make up the majority of the loan book over the
long term, with existing prime residential mortgages running off
and being replaced by specialist mortgages. The ambitious
transformation plans give rise to execution risk, in Fitch's view,
and operational risks from a materially reduced workforce and focus
on automation and digitalisation.

Asset Quality to Weaken: Fitch expects MBH's asset quality to
weaken following the sale of low-risk mortgages portfolio and as
higher-risk lending grows. Fitch forecasts the four-year average
impaired loans ratio to increase towards 4% by end-2026 from below
3% at end-2023, and the bank to incur higher loan impairment
charges. The impaired loans ratio rose to 3.8% at end-1H24
(pre-mortgage sale; end-2023: 3.1%), primarily due to deterioration
in its legacy mortgage portfolio reflecting higher interest rates.
Unsecured consumer lending is closed to new business. Non-loan
assets are of high quality.

Execution Key to Profitability: MBH continued to be loss making in
1H24 on an operating profit/risk-weighted assets (RWAs) basis
(minus 1%; 2023: minus 0.6%) reflecting pressure on income and a
high cost base. Fitch forecasts profitability to remain weak in the
short term given restructuring charges and high funding costs, but
for the bank to be profitable in 2025. MBH's profitability could
meaningfully improve in 2026 with cost-saving measures and as
low-yielding treasury assets mature, but also due to business
growth in higher-yielding loans, although this is subject to
material execution risk.

Modest Capital Buffers: MBH's pro-forma common Tier 1 (CET1) ratio
of 12.9% at end-1H24 was marginally supported by the mortgage
portfolio sale as reduced RWAs more than offset the recognised
loss. Fitch expects capital buffers over regulatory requirements
(including buffers) to remain thin as Fitch expects asset growth to
put pressure on capital generation, particularly given weak
structural profitability. Material transformation costs or rapid
loan growth could challenge MBH's ability to maintain capital
ratios above requirements and therefore additional
capital-management actions may be required to keep capitalisation
above minimum requirements.

Eased Liquidity Risks: The sale of MBH's mortgage portfolio reduced
its funding needs, supported its liquidity, and helped repay most
of its term funding scheme with additional incentives for SMEs
early. MBH is looking to optimise funding costs following a deposit
campaign and the issuance of minimum requirement for own funds and
eligible liabilities (MREL) at higher cost in 4Q23-1Q24. MBH's
liquidity buffer was significant and included GBP4.1 billion of
cash at end-1H24. The loans/deposit ratio (end-1H24: 75%) will
remain low given reduced loans, but increase over the medium term
with loan growth.

The Short-Term IDRs of 'B' are the only option corresponding to the
Long-Term IDRs.

Opco's Long-Term IDR Uplift: Metro Bank's Long-Term IDR is one
notch above MBH's as Metro Bank's senior creditors benefit from the
protection provided by MREL-eligible instruments that are raised by
MBH and downstreamed to Metro Bank in a subordinated manner.

Fitch-calculated common equity double leverage at MBH was close to
120% at end-2023, but Fitch believes this was due to impairment of
its investment in the subsidiary and fair value accounting of
internal MREL. Fitch expects double leverage will not significantly
exceed 120% and that MBH will continue to have access to liquidity
from the bank as needed, which mitigates potential cash-flow
mismatches.

Rating Sensitivities

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

The ratings are primarily sensitive to MBH's business profile. The
ratings would come under pressure if strategic execution does not
lead to a sustainable improvement in the bank's structural earnings
and profitability, or if capital buffers above regulatory minimum
requirements are challenged.

A significant loosening in risk appetite accompanied by rapid
growth and impairment charges beyond its current expectations that
eroded capital buffers would also be negative for the ratings.

Metro Bank's Long-Term IDR would be downgraded to the same level as
the bank's VR if Fitch believes that the bank's external senior
creditors would no longer benefit from resolution funds, which
could be the case if MBH is not able to sustainably meet its MREL
requirements.

Fitch could downgrade MBH's IDRs and VR by one notch if Fitch
expected double leverage at the holding company to increase
materially over 120% for a sustained period, without appropriate
risk mitigation.

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

As indicated by the Positive Outlook on the Long-Term IDR, the
ratings would likely be upgraded on evidence of successful
execution of the restructuring and business growth strategy ,which
led to a sustainable improvement in the bank's structural operating
profitability (towards about 1% of RWAs) and maintenance of
adequate capital and MREL buffers over regulatory minimum
requirements. This would also require risk appetite to be
reasonable and commensurate with capitalisation.

Any relaxed capital requirements following MBH's reduced balance
sheet size could bring significant relief and support its
assessment of capitalisation and leverage and its business growth
plans.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The senior unsecured bond's long-term rating is in line with MBH's
Long-Term IDR, and its Recovery Rating of 'RR4' reflects its
expectations of average recoveries.

The subordinated Tier 2 bond is rated two notches below MBH's VR,
in line with the baseline notching in its Bank Rating Criteria, and
its Recovery Rating of 'RR6' reflects poor recovery prospects in
case of non-viability.

The senior unsecured and Tier 2 subordinated bonds both qualify as
minimum requirement for own funds and eligible liabilities (MREL).

MBH's Government Support Rating (GSR) of 'no support' reflects
Fitch's view that senior creditors cannot rely on extraordinary
support from the UK authorities in the event that it becomes
non-viable. This is due to UK legislation and regulations that
provide a framework requiring senior creditors to participate in
losses after a failure, and to the bank's low systemic importance.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

MBH's senior unsecured debt rating is mainly sensitive to changes
in its Long-Term IDR. The debt rating could also be notched below
the Long-Term IDR if its loss-severity expectations increase.

MBH's Tier 2 debt rating is mainly sensitive to changes in the
bank's VR.

An upgrade of MBH's GSR would be contingent on a positive change in
the sovereign's propensity to support banks, which Fitch believes
is highly unlikely in light of the prevailing resolution regime.

VR ADJUSTMENTS

Metro Bank's and MBH's VRs are below their implied VRs due to the
following adjustment reason: business profile (negative).

The business profile score of 'b' is below the 'bbb' implied
category score due to the following adjustment reasons: business
model (negative), strategy and execution (negative).

The asset quality score of 'bbb-' is below the 'a' implied category
score due to the following adjustment reason: underwriting
standards and growth (negative).

The capitalisation & leverage score of 'b+' is below the 'a'
implied category score due to the following adjustment reason:
internal capital generation and growth (negative).

The funding & liquidity score of 'b' is below the 'a' implied
category score due to the following adjustment reasons: non-deposit
funding (negative).

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
   -----------                      ------        --------   -----
Metro Bank
Holdings Plc      LT IDR             B+  Upgrade             B
                  ST IDR             B   Affirmed            B
                  Viability          b+  Upgrade             b
                  Government Support ns  Affirmed            ns

   senior
   unsecured      LT                 B+  Upgrade     RR4     B

   subordinated   LT                 B-  Upgrade     RR6     CCC+

Metro Bank PLC    LT IDR             BB- Upgrade             B+
                  ST IDR             B   Affirmed            B
                  Viability          b+  Upgrade             b
                  Government Support ns  Affirmed            ns

WOTE LIMITED: Turpin Barker Named as Administrators
---------------------------------------------------
Wote Limited was placed into administration proceedings in the High
Court of Justice, Business and Property Courts of England and
Wales, Court Number: CR-2024-006829, and Martin C Armstrong and
Andrew Richard Bailey of Turpin Barker Armstrong, were appointed as
administrators on Nov. 12, 2024.  

Wote Limited specializes in motion picture production activities.

Its registered office and principal trading address is at 99 Kenton
Road, Harrow, England, HA3 0AN.

The administrators can be reached at:

             Martin C Armstrong
             Andrew Richard Bailey
             Turpin Barker Armstrong
             Allen House, 1 Westmead Road
             Sutton, Surrey
             SM1 4LA

Further Details Contact:

             Lindsey Moore
             Email: lindsey.moore@turpinba.co.uk


                           *********


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

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Editors.

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

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