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

                          E U R O P E

          Thursday, December 5, 2024, Vol. 25, No. 244

                           Headlines



B U L G A R I A

BULGARIAN ENERGY: Moody's Affirms Ba1 CFR, Alters Outlook to Stable


F I N L A N D

CITYCON OYJ: Moody's Puts 'Ba1' CFR on Review for Downgrade


F R A N C E

ALTICE FRANCE: S&P Corrects Unsecured Debt Rating by Lowering to C
APAVE SA: Moody's Assigns First Time 'B1' Corporate Family Rating
IM GROUP SAS: Moody's Lowers CFR & Senior Secured Notes to Caa1


I R E L A N D

AVOCA CLO XVIII: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
AVOCA CLO XVIII: S&P Assigns Prelim B-(sf) Rating to Cl. F-R Notes
BBAM EUROPEAN V: Fitch Assigns 'B-sf' Final Rating to Class F Notes
BBAM EUROPEAN V: S&P Assigns B- (sf) Rating to Class F Notes
TRINITAS EURO 1: Moody's Ups Rating on EUR9.5MM Cl. F Notes to B1



I T A L Y

FLOS B&B: Fitch Assigns 'B(EXP)' Rating to EUR470MM Sr. Sec. Notes
ITALMATCH CHEMICALS: Moody's Affirms B3 CFR, Alters Outlook to Pos.


S P A I N

SANTANDER CONSUMER: Moody's Affirms Ba1(hyb) Preferred Stock Rating


U N I T E D   K I N G D O M

CASPER & COLE: Quantuma Advisory Named as Administrators
DMA MEDIA: Begbies Traynor Named as Administrators
GALAXY BIDCO: S&P Rates New GBP350MM Senior Secured Notes 'B'
HAMPSHIRE COMMUNITY: Begbies Traynor Named Administrators
NORD ANGLIA: S&P Affirms 'B' Long-Term ICR on Ownership Changes

STRATTON MORTGAGE 2024-1: Fitch Cuts Rating on Cl. X1 Notes to CCsf
VEDANTA RESOURCES: Moody's Ups CFR to B2 & Sr. Unsec. Bonds to B3

                           - - - - -


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B U L G A R I A
===============

BULGARIAN ENERGY: Moody's Affirms Ba1 CFR, Alters Outlook to Stable
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Moody's Ratings has changed Bulgarian Energy Holding EAD (BEH)'s
outlook to stable from positive. Concurrently, Moody's have
affirmed the long-term corporate family rating of Ba1, the
probability of default rating of Ba1-PD, the Ba2 ratings of the
senior unsecured eurobonds and the ba3 Baseline Credit Assessment
(BCA).

RATINGS RATIONALE                

The change in outlook to stable reflects the uncertainties stemming
from the planned addition of two new nuclear power plant (NPP)
units at the existing Kozloduy site. The construction of new NPP
units would raise significantly the risk profile of BEH given the
execution risks associated with such a large and complex project.
Nuclear power plants under construction in Europe have been
experiencing substantial delays and cost overruns. In addition, the
project's total expected investment of more than USD14 billion has
the potential to significantly weigh on the company's financial
metrics, depending on the final financing structure and potential
support from the Government of Bulgaria (Baa1 stable).

In November 2024, BEH's subsidiary Nuclear Power Plant Kozloduy
(NPPK) signed an agreement with a consortium comprising WEC US
Holdings Ltd. and South-Korean Hyundia Engineering & Construction
Co. Ltd. to build two new units at the existing NPPK site,
increasing its current 2,000 megawatts (MW) nuclear generation
capacity by an additional 2,200 MW.[1] The USD350 million
engineering and design contract aims to prepare the final
investment decision, expected to be made in the second half of
2025, while more specific details on the financing structure are
also expected at that time.

So far, the Export-Import Bank of the United States has signed a
letter of intention to provide financing of up to USD8 billion. The
Export-Import Bank of Korea also intends to provide a similar
amount. Moody's also expect that the Bulgarian government could
provide additional support in form of equity, state loans or
guarantees, due to the economic importance of the project and the
very large investment compared to the size of the company.
Construction is currently set to begin in 2026, which would in turn
cause a significant rise in BEH's capital expenditures. Capital
outflows would remain elevated until 2034 and 2036 respectively,
the planned commercial operation dates for the two new units.

The rating affirmation reflects BEH's current financial flexibility
and low leverage, expressed as funds from operations (FFO) to net
debt of around 248.1% as of year-end 2023. BEH's rating is further
supported by (1) the group's low-carbon power generation mix with
around 75% of output stemming from nuclear and hydropower plants;
and (2) its ownership of strategic parts of the domestic energy
infrastructure, such as the gas and electricity transmission grids,
which are regulated and contribute on average around 35% of annual
EBITDA.

The rating remains constrained by (1) limited earnings visibility
as a result of evolving energy markets and short regulatory
periods; (2) sizeable cash extractions by the government to fund
domestic energy cost subsidies via the Electricity System Security
Fund (SESF) and an extraordinarily high dividend in 2023; and (3)
political uncertainties around the execution of Bulgaria's energy
policy, e.g. as demonstrated by the delays in the liberalization of
domestic electricity and gas markets, currently scheduled for July
2025. The implementation of the full market liberalization by end
of 2025 is a requirement under Bulgaria's National Recovery and
Resilience Plan (NRRP), in order for the country to receive certain
grants from the European Commission. A fully liberalized market
would (1) enable BEH to sell its generated electricity at market
prices rather than lower regulated prices; and (2) reduce the
state's price interventions, which would in turn be a positive
development for Bulgaria's market framework.

BEH falls under Moody's Government-Related Issuers methodology due
to its 100% ownership by the Government of Bulgaria. Accordingly,
and based on Moody's view of high default dependence and high
support in case of financial distress, BEH's Ba1 CFR incorporates
two notches of uplift from its BCA of ba3. The high support was
evidenced in 2022 by the government granting a state loan to BEH's
subsidiary Bulgargaz, the monopoly gas supplier in Bulgaria, for a
total amount of BGN800 million to secure the company's liquidity
after the cessation of Russian gas supply. Furthermore, Moody's
expect that the government will provide some support in relation to
the financing of the new nuclear power plant project if it goes
ahead.

LIQUIDITY

BEH's liquidity is underpinned by its sizeable position of cash and
cash equivalents of BGN3,890 million at year-end 2023, of which
BGN3,097 million are unrestricted. The next material debt
maturities are the EUR600 million eurobond in June 2025 and the
BGN800 million government loan provided to Bulgargaz, due in August
2025. Although cash holdings are sufficient to cover those
repayments, Moody's expect the company to refinance the eurobond in
the first quarter of 2025. Additional external financing will be
required, if capital expenditures for the nuclear power plant
project start to accelerate from 2026.

Generally, Moody's assess BEH's stand-alone liquidity management as
weak. This is because BEH relies almost exclusively on its cash and
cash equivalents and internally generated cash flows for its
liquidity management, which is centralized at the parent company
level. As liquidity back-up lines only exist in the form of small
overdraft facilities on subsidiary level, the company is exposed to
market disruption risk.

STRUCTURAL CONSIDERATIONS

The Ba2 rating of the senior unsecured eurobonds is one notch below
the Ba1 CFR and reflects a degree of structural subordination of
noteholders to the significant amount of debt at BEH's
subsidiaries.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that BEH will
maintain FFO/net debt above 25% at least over the next 24 months.

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

Upward pressure on the BCA is currently unlikely due to the
uncertainties related to the new nuclear power plant project.
Nevertheless, an upgrade of the company's BCA would likely result
in a rating upgrade. The ratings could be further upgraded if the
rating of the Government of Bulgaria was upgraded.

Downward pressure on the BCA could occur if BEH's FFO/net debt were
to decline persistently below 25% as a result of, but not limited
to, (1) high capital expenditures; (2) cash distributions above
expectations, either via dividends or extraordinary payments to the
SESF; or (3) adverse regulatory changes. The ratings could be
downgraded if BEH were to go ahead with the construction of new
nuclear plants and that the risks associated with such project were
not sufficiently mitigated by support provided by the Bulgarian
government. Downward pressure on the ratings could also develop if
Moody's were to reassess Moody's estimate of high support from the
Bulgarian government.

The methodologies used in these ratings were Unregulated Utilities
and Unregulated Power Companies published in December 2023.

Headquartered in Sofia, Bulgarian Energy Holding EAD is the holding
company of the largest utility group in Bulgaria. The group owns
more than 50% of the country's generation capacity, owns and
operates the electricity and gas transmissions networks and is sole
importer and main supplier of gas in the country. Bulgarian Energy
Holding EAD is 100% owned by the Government of Bulgaria. In 2023,
Bulgarian Energy Holding EAD reported consolidated total revenues
of BGN11,523 million (EUR5,891 million) and EBITDA of BGN2,229
million (EUR1,139 million).



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F I N L A N D
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CITYCON OYJ: Moody's Puts 'Ba1' CFR on Review for Downgrade
-----------------------------------------------------------
Moody's Ratings has placed on review for downgrade the Ba1
long-term corporate family rating, Ba3 junior subordinated rating
of Citycon OYJ ("Citycon") and concurrently the backed senior
unsecured MTN program rating rated (P)Ba1 and the Ba1 rated backed
senior unsecured bonds of Citycon Treasury B.V., one of the largest
retail property companies in the Nordics. Previously the outlook
was negative.

"The rating review is prompted by Citycon's management changes and
a profit revision, against the backdrop of weak credit metrics for
the Ba1 rating category following Moody's October 2024 rating
action" says Maria Gillholm, Moody's Ratings lead Analyst for
Citycon. "The review will focus on the company's corporate
governance and financial policy, considering a revised dividend
policy, disposal progress and debt reduction plans and its impact
on preserving credit metrics for the current rating category", adds
Mrs. Gillholm.

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

Citycon's rating faces constraints from structural risks like a
saturated market and intense competition, a high debt-to-gross
assets ratio of approximately 61%, and a net debt to EBITDA ratio
of around 13.5x and an interest coverage of 1.9x LTM September,
which could weaken further in the context of refinancing of debt
maturities. An acceleration of cash preservation measures, such as
asset disposal and dividend reduction are needed to restore credit
metrics with a level consistent with a Ba1 rating. Moody's also see
uncertain degree of access to equity since Moody's estimate that G
City Ltd. is higher levered, although there have been no signs of
this yet as the owner participated in equity issues.

The Ba1 CFR rating is continued to be supported by the company's
operational performance of its retail real estate assets, with a
focus on necessity-driven retail services, constituting about 45%
of rental income. The company benefits from its retail properties
being located in growing suburban areas with good public transport
access, and its portfolio's geographic spread across highly rated
Nordic countries. Its strong market position in the Nordic shopping
center sector, a largely unencumbered asset base, diverse funding
sources, and solid retail occupancy rate of around 95% as of
September 2024 also bolster the rating.

The review for downgrade will focus on the following points.

During the review process, Moody's will focus on (i) Citycon's
financial policy addressed by new management reflected in capital
structure targets and financial metrics trends, (ii) execution
progress of disposals, to at achieve least further 300 million
worth of assets and debt reduction plans; (iii) liquidity
management for the upcoming remaining NOK bond maturity of EUR196
million in Q3 (iv) Citycon's corporate governance following recent
management changes and relationship with its parent.

Moody's expects to conclude the rating review within the next three
months.

The ratings are unlikely to be upgraded given their initiated
review for downgrade.

The ratings could be downgraded if Moody's negatively concluded on
the above mentioned factors that prompted the review. In terms of
financial policy a downgrade could be prompted by, an increasing
evidence that:

-- Moody's-adjusted leverage will be sustained above 55%,

-- net debt/EBITDA remains above 12x or Moody's-adjusted fixed
charge coverage remains below 2.25x

-- evidence of increasing risk of cash and/or asset leakage or
debt-funded capital distribution from Citycon to its parent G City
Ltd.

-- failure to maintain good liquidity

-- weakening of Citycon's operating performance

-- weakening assessment of Citycon's corporate governance

LIQUIDITY

Citycon's liquidity is adequate. The liquidity is supported by
committed and available credit lines of about EUR400 million, cash
of EUR99 million, and expected cash flow of EUR154 million which
cover uses over the next six quarters. The company is required to
address upcoming debt maturities of around EUR262 million over the
next 18 months.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Corporate governance concerns have increased as a result of
company's turn over in senior management during last year and the
recent profit revision.

The principal methodology used in these ratings was REITs and Other
Commercial Real Estate Firms published in February 2024.



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F R A N C E
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ALTICE FRANCE: S&P Corrects Unsecured Debt Rating by Lowering to C
------------------------------------------------------------------
S&P Global Ratings has corrected its rating on France-based Altice
France Holding S.A.'s unsecured debt by lowering it to 'C' from
'CCC-'.

Due to an analytical error, S&P Global Ratings incorrectly lowered
its rating on Altice France Holding's unsecured debt to 'CCC-' from
'CCC' on March 28, 2024.

The 'C' issue rating on these instruments is based on an unchanged
recovery rating of '6' (recovery expectations: 0%-10%; rounded
estimate: 0%).

S&P said, "We derive the 'C' issue rating on the senior unsecured
debt from the credit quality of Altice France Holding S.A., which
we view as weaker than that of the operating company and senior
secured borrower, Altice France S.A. (CCC+/Developing/--). This is
because both entities are separate issuers, and we believe an
exchange of Altice France Holding's senior unsecured debt that we
view as distressed and tantamount to a default is more likely than
for Altice France's senior secured debt."


APAVE SA: Moody's Assigns First Time 'B1' Corporate Family Rating
-----------------------------------------------------------------
Moody's Ratings has assigned a first-time B1 long-term corporate
family rating and a B1-PD probability of default rating to Apave SA
("Apave" or "the company"), a company operating within the testing,
inspection, and certification (TIC) industry.  

Concurrently, Moody's have assigned a B1 instrument rating to the
proposed EUR450 million senior secured term loan B (TLB) due 2031
and to the EUR160 million senior secured revolving credit facility
(RCF) due 2031, to be borrowed by Apave. The outlook is stable.  
         
On October, 14, 2024, Apave entered into a definitive agreement to
acquire IRISNDT Inspection & Engineering Inc. ("IRISNDT"), a
value-add service provider of non-destructive testing (NDT), asset
integrity engineering and software, inspection and maintenance
services in the US.

Proceeds from the proposed EUR450 million TLB, together with EUR66
million of available cash, will be used to finance the acquisition
consideration, refinance existing debt and to pay transaction fees
and expenses.

"The B1 rating balances the company's leading position in the
markets where it operates and its moderate initial leverage, with
its lower profitability than peers and lack of track record
generating free cash flow" says Pilar Anduiza, a Moody's Ratings
AVP-Analyst and lead analyst for Apave.

RATINGS RATIONALE      

The B1 rating reflects the company's (1) leading position within
certain segments of the testing, inspection and certification
industry (infrastructure and construction, industrial goods,
transportation, and fossil and renewable energies) in France, Spain
and in the US (following the acquisition of IRISNDT), (2) the
positive industry dynamics in the TIC market, with proven
resilience through the cycle; (3) the long-standing customer
relationships with limited concentration; (4) the high barriers to
entry given the number of accreditations required; (5) the good
track record of execution of the strategy which combined organic
and inorganic growth; and (6) the relatively low leverage for the
rating category and prudent financial policy when compared with
peers.

However, the rating also reflects (1) the high competition in the
markets where it operates; (2) its lower profitability compared to
rated peers, although Moody's expect it to improve in the coming
years driven by price increases and cost efficiencies; (3) the
potential for debt funded acquisitions owing to its M&A strategy,
which could lead to integration and execution risk; and (4) limited
free cash flow generation capacity historically, owing to modest
margins and high capex.

Pro forma for the acquisition of IRISNDT, the company will improve
its diversification, decreasing the share of inspections to 59% of
revenues, from 67% in 2023. The company will also expand into North
America (15% of 2023 pro forma revenues) and decrease its exposure
to France to 60% from 73%, where the company is the second largest
provider with a 17% market share.

Moody's forecast organic revenue growth in the mid-single digit
range and Moody's-adjusted EBITDA margin to improve above 13% in
2026 from 12.9% in 2024, pro forma for acquisitions on the back of
margin-enhancing initiatives as part of the five years "Boost"
strategic plan launched in 2021.

The rating also considers the company's moderate Moody's adjusted
gross leverage at transaction's closing (3.4x), which is
significantly lower than for some of the single-B rated peers.
Moody's forecast leverage to be broadly stable over the next two to
three years, as Moody's expect the company to continue to expand
via bolt-on acquisitions given the fragmented nature of the market
and its acquisitive track record.

The company has maximum net leverage tolerance of 2.5x, which is
broadly equivalent to a Moody's-adjusted gross leverage of around
3.5x.

Since the launch of the "Boost" plan, the company has undertaken a
number of initiatives to improve its margins and free cash flow
generation. While some of these measures had a positive impact on
margins over the past few years, others will need some time to
fully crystalize. Moody's expect FCF to improve from historical
negative levels, to around EUR35-55 million in 2025 and 2026.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Governance risks as per Moody's ESG framework were considered key
rating drivers of this first-time rating assignment. The assigned
CIS-4 indicates that the rating is lower than it would have been if
ESG risk exposures did not exist and is mainly driven by governance
considerations, such as its controlled ownership, as the company is
owned by Gapave (62%), a French association of individuals
initially created to coordinate regional associations which had
founded regional companies to prevent industrial risks, and PAI
Partners (36%). While the company's leverage is low relative to
other peers in the single-B category, the score reflects that FCF
generation is limited even with a modest leverage level, and that
the company has a track record of implementing an ambitious
inorganic growth strategy.

LIQUIDITY

Apave's liquidity is good. At transaction closing, the company will
have a cash balance of EUR74 million and full availability under
its EUR160 million RCF due in 2031. The RCF is subject to a
springing financial covenant of net debt/EBITDA of 6.5x, tested
when drawings exceed 40% of the total.

Moody's base case assumes the company will generate positive
Moody's-adjusted FCF in 2024 for an amount of EUR4 million (from
EUR14 million negative in 2023) and around EUR35-55 million in 2025
and 2026.

The company has no significant debt maturities until 2031 when the
RCF and the TLB mature.

STRUCTURAL CONSIDERATIONS

The B1-PD probability of default rating is in line with the B1 long
term corporate family rating (CFR), reflecting the 50% family
recovery rate that is consistent with all covenant-lite TLB capital
structures. The EUR450 million TLB and the EUR160 million RCF are
rated B1, in line with the company's CFR, as the two instruments
rank pari passu and share the security and guarantor package.

COVENANTS

Notable terms of the TLB documentation include the below. The
following are proposed terms, and the final terms may be materially
different.

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include
wholly-owned subsidiaries representing 5% or more of consolidated
EBITDA incorporated in Australia, Canada, France, the UK and the
US. Security will be granted over key shares, receivables and
material bank accounts.

Incremental facilities are permitted up to 100% of EBITDA and
unlimited pari passu debt is permitted up to a cons. senior secured
net leverage ratio (SSNLR) of 3.5x.

Any restricted payment is permitted up to a SSNLR of 3.0x (with
step-downs if funded from the available amount). Junior debt
payments are permitted up to a SSNLR of 3.5x or if funded from the
available amount. Permitted investments are allowed if (i) SSNLR is
3.5x or lower; (ii) SSNLR is not made worse; (iii) the fixed charge
coverage ratio (FCCR) is greater than 2.0x; (iv) the FCCR is not
made worse; or (v) if funded from the available amount. Asset sale
proceeds of up to 25% of EBITDA increase RP capacity if SSNLR is
less than 3.5x. Asset sale proceeds are never required to be
applied in full.

Adjustments to consolidated EBITDA include uncapped cost savings
and synergies with no deadline for realisation.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Apave will
experience sustained organic growth at mid-single-digit rates over
the next three years which will be complemented by moderately-sized
bolt-on acquisitions. The outlook assumes that the company will not
pursue any large scale debt funded M&A.

While the outlook is stable, the rating is strongly positioned in
the category owing to its lower leverage when compared with peers.

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

Upward rating pressure could develop if (1) Apave continues to
exhibit solid organic growth while improving its Moody's-adjusted
EBITA Margin towards 10%; (2) its Moody's-adjusted debt/EBITDA
remains below 3.5x on a sustained basis; and (3) its
Moody's-adjusted free cash flow/debt increases towards high-single
digit.

Downward rating pressure could develop if (1) the company's
operating performance deteriorates leading to a decrease in
profitability; (2) its Moody's adjusted leverage increases above
4.5x on a sustained basis, (3) its Moody's-adjusted free cash flow
remains negative on a sustained basis, or (4) liquidity weakens.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Apave SA (Apave or the company) is a company operating in the TIC
industry, with operations in more than 55 countries. Pro forma for
the acquisition of IRISNDT, the company will have around 16,000
employees with 60% of its revenue generated in France.

The company is controlled by Gapave (62%), a French association
created in 1954 to coordinate regional associations; PAI Partners,
which acquired a 36% stake in 2021; and the employees with the
remaining 2%.

In 2023, Apave reported revenue and EBITDA (pre IFRS) of EUR1,202
million and EUR114 million, respectively.

IM GROUP SAS: Moody's Lowers CFR & Senior Secured Notes to Caa1
---------------------------------------------------------------
Moody's Ratings has downgraded the corporate family rating of IM
Group SAS (IM or the company), the owner of French luxury apparel
brand Isabel Marant, to Caa1 from B3, and the company's probability
of default rating to Caa1-PD from B2-PD. Concurrently, the
instrument rating on the EUR265 million senior secured notes due
2028 has also been downgraded to Caa1 from B3. The outlook remains
stable.

"The rating action reflects the weakness in IM's financial
performance through September 2024 and Moody's expectation that the
company's credit metrics will remain consistent with a Caa1 rating
for the next 12-18 months", said Fabrizio Marchesi, a Moody's
Ratings Vice President and lead analyst for the company. "The
rating action also reflects Moody's expectation that company will
maintain adequate liquidity over the next 12-18 months, and the
fact that IM still has some time to improve its financial
performance prior to addressing its March 2028 debt maturity",
added Mr. Marchesi.

RATINGS RATIONALE

IM's financial performance over the course of 2024 has been weak,
following a difficult 2023. Year-to-date trading to September 30,
2024 remained under pressure with revenue falling 17% below 2023
levels and company adjusted EBITDA falling 34% compared to the
prior year. This follows a difficult 2023 in which the company
recorded 8% and 25% year-on-year declines in revenue and
company-adjusted EBITDA. As of September 30, 2024, Moody's-adjusted
leverage increased to 9.7x while Moody's-adjusted (EBITDA less
capex)/interest fell to 0.3x.

Moody's expect that the company's top-line and profitability will
remain under pressure over the rest of 2024, before improving
moderately in 2025. This is primarily due to challenges in the
wholesale business line, which Moody's think will persist at least
until the second half of 2025, and thus offset any ongoing
improvements in the retail division. Moody's forecast is that
revenue will decline towards EUR205 million in 2024 with
company-adjusted EBITDA declining to around EUR50 million prior to
an improvement towards EUR210-215 million and EUR55 million in
2025, respectively, on the back of ongoing retail gains in
combination with a stabilisation in wholesale from July 2025
onwards.

Moody's thus expect that IM's credit metrics will remain weak in
the final months of 2024, with Moody's-adjusted leverage reaching
9.9x and Moody's-adjusted (EBITDA less capex)/interest falling to
0.5x by December 2024. While Moody's base case is for
Moody's-adjusted leverage to improve to 8.6x by December 2025,
Moody's consider that, unless management can materially outperform
Moody's forecasts, the company's credit metrics will remain
depressed. This could hinder a successful refinancing of the
company's debt in advance of its scheduled maturity in March of
2028.

IM's Caa1 CFR also reflects the company's exposure to high fashion
risk in the fast-moving and competitive luxury fashion segment; its
limited scale and relatively narrow brand focus; key-person risk
stemming from a high reliance on the company's founder and main
designer, Isabel Marant; and weak consumer sentiment and
challenging macroeconomic growth prospects.

More positively, the CFR incorporates the company's balanced
distribution channels and geographical diversification; its
asset-light business model owing to significant wholesale
operations; and a relatively good level of profitability compared
to apparel peers.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

IM is controlled by private-equity firm Montefiore Investment SAS
since 2016, which owns 50.6% of the company. The remaining 49% is
owned by the company's founders and managers, including founder and
main designer Isabel Marant, who is also the Chairman of the Board
and CEO, with a 38.9% stake.

The company has historically demonstrated an aggressive financial
policy as evidenced by its tolerance for leverage and an EUR80
million cash distribution made to shareholders in 2023, part of
which was financed with debt. IM's board structure and policies
reflect concentrated control and decision making, while financial
disclosure is more limited relative to publicly-listed companies.
These considerations are reflected in IM's G-4 Issuer Profile Score
(IPS), which reflects overall exposure to governance risk, as well
as the company's Credit Impact Score (CIS) of CIS-4.

LIQUIDITY

IM still has adequate liquidity for the time being. As of September
30, 2024, cash on balance sheet stood at EUR30 million. That said,
given increasingly depressed levels of profitability, Moody's
expect that the company will gradually erode this cash on balance.
Moody's forecast Moody's-adjusted FCF to remain weak at negative
EUR10-15 million in 2024 and negative EUR5-10 million in 2025, at
which point Moody's expect cash on balance to range between
EUR15-20 million. Although management has recently raised a EUR15
million super-senior revolving credit facility in July 2024,
Moody's believe that this liquidity may not be available to the
company as it is subject to a maintenance covenant test which
Moody's estimate will not be satisfied.

STRUCTURAL CONSIDERATIONS

The Caa1 rating on the EUR265 million senior secured notes due
March 1, 2028 reflects the absence of upstream guarantees and share
pledges from material subsidiaries of the company. The Caa1 rating
also takes into account the presence of a super-senior RCF in the
structure and trade payable claims at the level of operating
subsidiaries.

IM's Caa1-PD probability of default rating is in line with the CFR
and reflects the use of a 50% family recovery rate, consistent with
a capital structure that includes bonds and bank debt.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that IM's financial
performance will stabilise over the course of the first half of
2025 and slowly improve from the second half of 2025 onwards. It
also reflects Moody's expectation that the company will maintain
adequate liquidity, despite Moody's forecast for negative FCF over
the next 12-18 months.

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

Positive rating pressure would require a sustained improvement in
operating performance, characterised by solid top-line growth and
improved EBITDA, such that Moody's-adjusted leverage is maintained
at a level which permits the company to generate significantly
positive Moody's-adjusted FCF/debt on a sustained basis. The
company would also have to maintain adequate liquidity and ensure
that there are no issues with successfully addressing its debt
maturities.

Downward rating pressure could occur if IM does not improve its
financial metrics or it becomes clear that the company will not be
able to refinance its debt maturities on a timely basis or if
liquidity is no longer adequate.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Paris, France, IM is a holding company, owner of
Isabel Marant, a French affordable luxury apparel company, which
designs and distributes ready-to-wear products (dresses, shirts,
etc) and accessories (bags, shoes, belts and jewellery). Founded by
Isabel Marant in 1994, the company offers its products through two
main lines: Isabel Marant (60% of revenue in 2023) and Isabel
Marant Etoile (40%). IM is part of the Federation Française de la
Mode and has been taking part in shows during the Paris Fashion
Week since 1994. In the 12 months that ended September 30, 2024,
the company reported EUR213 million of revenue and EUR51 million of
company adjusted EBITDA.



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

AVOCA CLO XVIII: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XVIII DAC expected ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

   Entity/Debt        Rating           
   -----------        ------           
Avoca CLO XVIII
- RESET

   A-1            LT AAA(EXP)sf  Expected Rating
   A-2            LT AAA(EXP)sf  Expected Rating
   B              LT AA(EXP)sf   Expected Rating
   C              LT A(EXP)sf    Expected Rating
   D              LT BBB-(EXP)sf Expected Rating
   E              LT BB-(EXP)sf  Expected Rating
   F              LT B-(EXP)sf   Expected Rating
   Sub Notes      LT NR(EXP)sf   Expected Rating
   X              LT AAA(EXP)sf  Expected Rating

Transaction Summary

Avoca CLO XVIII DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to redeem the existing notes except the subordinated
notes and to fund the portfolio with a target par of EUR500
million.

The portfolio is actively managed by KKR Credit Advisors (Ireland).
The CLO will have a 4.5-year reinvestment period and an 8.5 year
weighted average life test (WAL) at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors in the 'B'/'B-' category. The
Fitch-calculated weighted average rating factor of the identified
portfolio is 25.0.

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-calculated
weighted average recovery rate of the identified portfolio is
63.0%.

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

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

Cash Flow Modelling (Neutral): The WAL used for the transaction
stress portfolio and matrices analysis is 12 months less than the
WAL covenant at issue date, to account for post-reinvestment period
structural and reinvestment conditions, including the coverage
tests and Fitch 'CCC' limitation passing. 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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would have no
impact on the class A-R debt and lead to downgrades of one notch
for the class B-R to E-R notes and to below 'B-sf' for the class
F-R notes. Downgrades may also occur if the build-up of the notes'
credit enhancement following amortisation does not compensate for a
larger loss expectation than initially assumed due to unexpectedly
high levels of defaults and portfolio deterioration.

Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio, the class B-R, D-R and E-R
display a cushion of two notches, the class C-RR notes of one
notch, and F-R notes of three notches.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the stressed
portfolio would lead to downgrades of four notches for the class
A-2-R, B-R and C-R debt, three notches for the class A-1-R and D-R
notes and to below 'B-sf' for the class E-RR and F-RR notes

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

A reduction of the RDR at all rating levels in the stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels would result in upgrades of up to three
notches for all notes, 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 the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread available to
cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Avoca CLO XVI DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis. For more information on Fitch's ESG Relevance
Scores, visit the Fitch Ratings ESG Relevance Scores page.

ESG Considerations

Fitch does not provide ESG relevance scores for Avoca CLO XVIII -
RESET.

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

AVOCA CLO XVIII: S&P Assigns Prelim B-(sf) Rating to Cl. F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to Avoca
CLO XVIII DAC's class X, A-1-R, A-2-R, B-R, C-R, D-R, E-R, and F-R
notes. The issuer also has unrated subordinated notes outstanding
from the original transaction.

This transaction is a reset of the already existing transaction. At
closing, the existing classes of notes will be fully redeemed with
the proceeds from the issuance of the replacement notes on the
reset date.

The preliminary ratings assigned to Avoca CLO XVIII's reset notes
reflect our assessment of:

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

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

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

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,759.65

  Default rate dispersion                                 534.54

  Weighted-average life (years)                             4.04

  Weighted-average life (years) extended
  to cover the length of the reinvestment period            4.50

  Obligor diversity measure                               179.94

  Industry diversity measure                               20.95

  Regional diversity measure                                1.34

  Transaction key metrics

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

  'CCC' category rated assets (%)                           1.01

  Target 'AAA' weighted-average recovery (%)               37.60

  Target weighted-average spread (net of floors; %)         3.79

  Target weighted-average coupon (%)                        3.77

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

Rationale

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payments. The portfolio's
reinvestment period will end approximately 4.5 years after
closing.

S&P said, "At closing, we expect the portfolio to be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR500 million target par
amount, the target weighted-average spread (3.79%), the target
weighted-average coupon (3.77%), and the target weighted-average
recovery rates calculated in line with our CLO criteria for all
classes of notes. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

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

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

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

"We expect the transaction's legal structure and framework to be
bankruptcy remote, in line with our legal criteria."

The CLO will be managed by KKR Credit Advisors (Ireland) Unlimited
Co., and the maximum potential rating on the liabilities is 'AAA'
under our operational risk criteria.

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

"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our preliminary ratings
are commensurate with the available credit enhancement for all the
rated classes of notes.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-1-R to E-R notes based on
four hypothetical scenarios.

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

Environmental, social and governance

S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. The transaction documents prohibit assets from being
related to the following industries: anti-personnel mines, cluster
weapons, depleted uranium, nuclear weapons, white phosphorus,
biological or chemical weapons; civilian firearms; tobacco; thermal
coal or coal extraction; payday lending; thermal coal production,
speculative extraction of oil and gas, oil sands and associated
pipelines industry; endangered or protected wildlife; marijuana;
pornography or prostitution; opioid; and illegal drugs or
narcotics. 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

         Prelim. Prelim. amount  Indicative            Credit  
  Class  rating*  (mil. EUR)    interest rate§   enhancement (%)

  X      AAA (sf)     5.00 Three/six-month EURIBOR     N/A
                              plus 0.98%

  A-1-R  AAA (sf)   304.00 Three/six-month EURIBOR     39.20
                              plus 1.28%

  A-2-R  AAA (sf)    13.50 Three/six-month EURIBOR     36.50
                              plus 1.65%

  B-R    AA (sf)     47.50 Three/six-month EURIBOR     27.00
                              plus 1.95%

  C-R    A (sf)      30.00 Three/six-month EURIBOR     21.00
                              plus 2.25%

  D-R    BBB- (sf)   35.00 Three/six-month EURIBOR     14.00
                              plus 3.20%

  E-R    BB- (sf)    22.50 Three/six-month EURIBOR      9.50
                              plus 5.90%

  F-R    B- (sf)     15.00 Three/six-month EURIBOR      6.50
                              plus 8.42%
  
  Sub notes   NR     45.65 N/A                           N/A

*The preliminary ratings assigned to the class X A-1-R, A-2-R, and
B-R notes address timely interest and ultimate principal payments.
The preliminary ratings assigned to the class C-R, D-R, E-R, and
F-R notes address ultimate interest and principal payments.
§Solely for modeling purposes as the actual spreads may vary at
pricing. 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.


BBAM EUROPEAN V: Fitch Assigns 'B-sf' Final Rating to Class F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned BBAM European CLO V DAC final ratings,
as detailed below.

   Entity/Debt                Rating           
   -----------                ------           
BBAM European
CLO V DAC

   A-Loans                LT AAAsf  New Rating

   A-Notes XS2912340549   LT AAAsf  New Rating

   B-1 XS2912340465       LT AAsf   New Rating

   B-2 XS2912341190       LT AAsf   New Rating

   C XS2912340978         LT Asf    New Rating

   D XS2912340895         LT BBB-sf New Rating

   E XS2912341356         LT BB-sf  New Rating

   F XS2912341273         LT B-sf   New Rating

   Subordinated Notes
   XS2912341943           LT NRsf   New Rating

   X XS2912340622         LT AAAsf  New Rating

Transaction Summary

BBAM European CLO V DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds were used to fund a portfolio with a target par of EUR400
million. The portfolio is actively managed by RBC Global Asset
Management (UK) Limited. The CLO has a 4.6-year reinvestment period
and an 8.5-year weighted average life test (WAL), with an option to
extend the WAL by one year after closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch considers the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
24.4.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.0%.

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

Portfolio Management (Neutral): The transaction has four matrices;
two effective at closing with fixed-rate limits of 10% and 1.5%,
and two one year post-closing (or two years if the WAL steps up one
year post closing) with fixed-rate limits of 1.5% and 10%. All four
matrices are based on a top 10 obligor concentration limit of 20%.
The closing matrices correspond to an 8.5-year WAL test while the
forward matrices correspond to a 7.5 year WAL test.

The switch to the forward matrices is subject to the aggregate
collateral balance (defaults at Fitch collateral value) is at least
at the target par. The transaction has reinvestment criteria
governing the reinvestment similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash-flow Modelling (Positive): The WAL used for the transaction's
stress portfolio analysis is 12 months less than the WAL covenant
at the issue date (subject to a floor of six years), to account for
the strict reinvestment conditions envisaged by the transaction
after its reinvestment period. These include, among others, passing
the coverage tests and the Fitch 'CCC' bucket limitation test post
reinvestment, as well as a WAL covenant that progressively steps
down over time, both before and after the end of the reinvestment
period. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during the stress period.

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B to F notes have a rating
cushion of two notches. The class A notes have no rating cushion.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
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 the Fitch-stressed
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 on 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

BBAM European CLO V DAC

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.

BBAM EUROPEAN V: S&P Assigns B- (sf) Rating to Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to BBAM European CLO
V DAC's class A-loan and class X, A, B-1, B-2, C, D, E, and F
notes. The issuer also issued unrated subordinated notes.

The ratings assigned to BBAM European CLO V DAC's loan and notes
reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P weighted-average rating factor                  2,708.05

  Default rate dispersion                               507.55

  Weighted-average life (years)                           4.91

  Obligor diversity measure                             144.07

  Industry diversity measure                             21.29

  Regional diversity measure                              1.17

  Transaction key metrics

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

  'CCC' category rated assets (%)                         0.75

  Target 'AAA' weighted-average recovery (%)             37.13

  Target weighted-average spread (net of floors; %)       3.93

  Target weighted-average coupon (%)                      4.98

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

Rationale

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

S&P said, "In our cash flow analysis, we used the EUR400 million
target par amount, the target weighted-average spread (3.93%), the
covenanted weighted-average coupon (4.50%), and the target
weighted-average recovery rates calculated in line with our CLO
criteria for all classes of loan and notes. We applied various cash
flow stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

"Until the end of the reinvestment period on July 26, 2029, the
collateral manager may substitute assets in the portfolio as long
as our CDO Monitor test is maintained or improved in relation to
the initial ratings on the loan and notes." This test looks at the
total amount of losses that the transaction can sustain--as
established by the initial cash flows for each rating--and compares
that with the current portfolio's default potential plus par losses
to date. As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, if the initial ratings are
maintained.

Under S&P's structured finance sovereign risk criteria, it
considers the transaction's exposure to country risk sufficiently
mitigated at the assigned ratings.

The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our counterparty criteria. The transaction's legal structure
and framework is bankruptcy remote, in line with our legal
criteria.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, the ratings are
commensurate with the available credit enhancement for the class
A-loan and class A notes. 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 assigned. However, as the CLO will be in its
reinvestment phase starting from closing--during which the
transaction's credit risk profile could deteriorate--we have capped
our ratings on the notes.

"Given our analysis of the credit, cash flow, counterparty,
operational, and legal risks, our ratings are commensurate with the
available credit enhancement for all the rated classes of debt.

"In addition to our standard analysis, to indicate how rising
pressures among speculative-grade corporates could affect our
ratings on European CLO transactions, we also included the
sensitivity of the ratings on the class A-loan and class X 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 transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. The transaction documents prohibit assets from being
related to the following industries: anti-personnel mines, cluster
munitions, depleted uranium, nuclear weapons, white phosphorus,
biological or chemical weapons; civilian firearms; tobacco; thermal
coal or coal extraction; payday lending; thermal coal production,
oil sands endangered or protected wildlife; illegal drugs or
narcotics; pornography or prostitution. 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."

BBAM European CLO V is a European cash flow CLO securitization of a
revolving pool, comprising mainly euro-denominated leveraged loans
and bonds. It is managed by RBC Global Asset Management (UK) Ltd.

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

  X       AAA (sf)       2.00    3M EURIBOR plus 0.75%     N/A

  A-loan  AAA (sf)      97.10    3M EURIBOR plus 1.30%    38.00

  A       AAA (sf)     150.90    3M EURIBOR plus 1.30%    38.00

  B-1     AA (sf)       36.50    3M EURIBOR plus 2.00%    27.00

  B-2     AA (sf)        7.50    5.00%                    27.00

  C       A (sf)        24.00    3M EURIBOR plus 2.25%    21.00

  D       BBB- (sf)     28.00  3M EURIBOR plus 3.15%    14.00

  E       BB- (sf)      18.00    3M EURIBOR plus 6.00%     9.50

  F       B- (sf)       12.00    3M EURIBOR plus 8.20%     6.50

  Sub.    NR            35.00    N/A                        N/A

*The ratings assigned to the class A-loan and class X, A, B-1, and
B-2 notes address timely interest and ultimate principal payments.
The ratings assigned to the class C, D, E, and F notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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


TRINITAS EURO 1: Moody's Ups Rating on EUR9.5MM Cl. F Notes to B1
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Trinitas EURO CLO 1 Designated Activity Company:

EUR35,000,000 Class B Senior Secured Floating Rate Notes due 2032,
Upgraded to Aaa (sf); previously on Apr 2, 2024 Upgraded to Aa1
(sf)

EUR21,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa1 (sf); previously on Apr 2, 2024
Upgraded to A1 (sf)

EUR24,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa1 (sf); previously on Apr 2, 2024
Upgraded to Baa2 (sf)

EUR9,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Upgraded to B1 (sf); previously on Apr 2, 2024 Affirmed
B2 (sf)

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

EUR217,000,000 (Current outstanding amount EUR143,009,523) Class A
Senior Secured Floating Rate Notes due 2032, Affirmed Aaa (sf);
previously on Apr 2, 2024 Affirmed Aaa (sf)

EUR17,500,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Apr 2, 2024
Affirmed Ba2 (sf)

Trinitas EURO CLO 1 Designated Activity Company, issued in November
2019, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by WhiteStar Asset Management LLC. The
transaction's reinvestment period ended in April 2024.

RATINGS RATIONALE

The rating upgrades on the Class B, Class C, Class D and Class F
notes are primarily a result of the significant deleveraging of the
Class A notes following amortisation of the underlying portfolio
since the last rating action in April 2024.

The affirmations on the ratings on the Class A and Class E 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 notes have paid down by approximately EUR74 million
(34.1% of its initial balance) since the last rating action in
April 2024 and since closing. 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 148.50%, 134.50%, 121.18%, 113.17% and 109.25% compared
to February 2024 [2] levels of 138.91%, 128.22%, 117.66%, 111.13%
and 107.87%, 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 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: EUR275.9 million

Diversity Score: 53

Weighted Average Rating Factor (WARF): 2941

Weighted Average Life (WAL): 3.8 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.89%

Weighted Average Coupon (WAC): 4.99%

Weighted Average Recovery Rate (WARR): 44.4%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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



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

FLOS B&B: Fitch Assigns 'B(EXP)' Rating to EUR470MM Sr. Sec. Notes
------------------------------------------------------------------
Fitch Ratings has assigned Flos B&B Italia S.p.A.'s (Flos) planned
five-year EUR470 million senior secured notes an expected rating of
'B(EXP)' with a Recovery Rating of 'RR4'. The notes will be used
primarily to refinance the company's EUR470 million senior secured
notes maturing in 2026. The assignment of final ratings is
contingent on the successful placement of the notes and redemption
of its 2026 notes, as well as final documents conforming to
information already received.

Flos's 'B' Long-Term Issuer Default Rating (IDR), reflects tight
leverage headroom and weak interest coverage, balanced by the good
quality of its portfolio of high-end lighting and furniture
offering.

The Stable Outlook reflects its expectations of EBITDA leverage
falling to below 6x from 2025 from an estimated 6.1x at end-2024,
due to projected EBITDA growth to above EUR160 million. It also
reflects its expectation of positive and growing free cash flow
(FCF), which will support adequate liquidity in the medium term.

Key Rating Drivers

Notes Rating Aligned with IDR: The rating on the proposed notes is
in line with Flos's IDR, as it will rank equally with all of Flos's
other secured debt and behind its EUR145 million revolving credit
facilities (RCF). The proposed notes' provisions substantially
mirror those of the existing notes, indicating that they belong to
the same debt class. The proposed issue addresses the maturity of
the 2026 notes, which Flos plans to refinance in advance via a
tender offer, subject to acceptance from bondholders of early
redemption. This makes the transaction leverage-neutral.

For further drivers, see Fitch Affirms Flos B&B Italia at 'B';
Outlook Stable dated 18 November 2024.

Derivation Summary

Flos's luxury peers are Capri Holdings Limited (BBB-/Rating Watch
Negative (RWN)), the owner of Versace, Jimmy Choo, Michael Kors
(USA), Inc., and Tapestry Inc., the owner of Coach, Kate Spade and
Stuart Weitzman. Compared with Flos, Fitch observes higher fashion
risk and higher exposure to retail distribution in Capri and
Tapestry. However, the comparability is limited as Flos is smaller
and has material differences in its capital structure.

Within Fitch's LBO portfolio of branded consumer goods, Flos shares
similarities with shoe producers Birkenstock Holding plc
(BB/Positive) and Golden Goose S.p.A (B+/Stable). The latter has a
smaller business scale and faces higher fashion and retail risks
than Flos, but these are balanced by its materially higher margins.
Birkenstock's rating reflects its larger scale, stronger brand
recognition, better margins and lower leverage than Flos's,
especially after its recent IPO and partial debt prepayment.

Afflelou S.A.S. (B/Stable), a franchisor in the optical and hearing
aid product markets, also has strong brand recognition and customer
loyalty, but with a wider exposure to retail distribution than
Flos. Affelou's retail risks are mitigated by its healthcare
characteristics and constructive reimbursement policies for optical
and hearing aid products in its core French market.

Key Assumptions

- Total revenue to decline 3% in 2024, before growing 3% in 2025
and 4.5%-6% in 2026 and 2027. Revenue growth to be driven by
organic growth and bolt-on M&As

- EBITDA margins of 20%-21% for 2024-2027

- Minor working capital-related cash swings during 2024-2027

- Capex on average at 4.5%-5% of sales for the next four years

- Deferred M&A considerations of about EUR20 million in 2024 and
EUR18 million in 2025, with scope for bolt-on acquisitions of about
EUR50 million a year in 2026 and 2027

Recovery Analysis

The recovery analysis assumes that Flos would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated, given its immaterial asset base and the inherent
value within its distinctive portfolio of brands. Additional value
lies in its retail network and wholesale and contract client
portfolio. Fitch has assumed a 10% administrative claim.

Fitch assesses GC EBITDA at about EUR95 million, following slower
revenue growth due to weak expansion under certain distribution
channels and as weaker pricing leads to lower margins. At the GC
EBITDA, Fitch estimates Flos would face an unsustainable capital
structure, making refinancing extremely difficult, and thus,
necessitating some form of debt restructuring.

Fitch used a 6.0x multiple, which is at the high end of its
distressed multiples for high-yield and leveraged finance credits.
Its choice of multiple is justified by the premium valuations in
the sector involving strong design and luxury brands. The security
package includes share pledges in the main operating subsidiaries.
No security is provided over the IP rights, access to which is,
however, protected by negative pledges and limitation-of-lien
provisions.

Fitch assumes the upsized RCF of EUR145 million (previously EUR140
million) to be fully drawn on default. The RCF ranks super senior,
ahead of the senior secured notes. Fitch expects Flos's factoring
facilities of around EUR6 million to remain available during
bankruptcy, given its industry and client base.

Fitch estimates that recoveries for the senior secured debt class,
including the new EUR470 million senior secured notes, would remain
in 'RR4', albeit with a slightly lower waterfall-generated output
percentage of 40%, versus 41% for the existing senior secured debt
given the currently slightly lower amount of the committed RCF.
Therefore, on completion Fitch expects to assign a final 'B' rating
with 'RR4' to the new senior secured notes.

RATING SENSITIVITIES

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

- EBITDA leverage higher than 6.0x through the cycle, as a
consequence of debt-funded acquisitions or higher drawdowns under
the RCF

- EBITDA interest coverage deteriorating towards 2x

- Free cash flow (FCF) margin lower than 2%

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

- EBITDA leverage below 5.0x on a sustained basis, including as a
result of a lower leverage target

- EBITDA interest coverage higher than 3.0x on a sustained basis

- FCF margin at 5% or higher as a result of successful pass-through
of input cost increases and strong retention of pricing power

Liquidity and Debt Structure

Fitch assesses Flos's liquidity as satisfactory. Fitch expects
available cash at end-2024 to be about EUR70 million, which on top
of the undrawn EUR145 million RCF and projected positive FCF for
2025 should be sufficient for near-term liquidity needs. Following
the planned refinancing of the 2026 notes, Flos's debt maturity
profile will be extended with the next material EUR425 million
senior secured notes due in May 2028.

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   
   -----------            ------                 --------   
Flos B&B Italia
S.p.A.

   senior secured     LT B(EXP)  Expected Rating   RR4

ITALMATCH CHEMICALS: Moody's Affirms B3 CFR, Alters Outlook to Pos.
-------------------------------------------------------------------
Moody's Ratings has affirmed the B3 corporate family rating of
Italmatch Chemicals S.p.A. (Italmatch or the company) and the B3-PD
probability of default rating, as well as the B3 instrument ratings
on all the currently outstanding backed senior secured floating
rate global notes and backed senior secured global notes. The
outlook has changed to positive from stable.

RATINGS RATIONALE

The rating action reflects the company's solid point-in-time credit
metrics, including Moody's-adjusted debt/EBITDA of around 5.5x (or
5x excluding unrealised foreign-exchange losses on intragroup
loans) for the last 12 months ended September 2024, and Moody's
expectation for Italmatch to maintain strong credit metrics for its
B3 rating over the next 12-18 months. In addition, the company
benefits from its good liquidity profile, with EUR129 million of
cash on balance and access to its EUR107 million undrawn super
senior revolving credit facility (RCF).

Moody's forecast Italmatch's interest coverage, defined as adjusted
EBITDA interest coverage (excluding potential unrealised
foreign-exchange gains or losses on intragroup loans), to be close
to 2x in 2024. The company's current interest costs are relatively
elevated due to a refinancing in early 2023 under less favourable
market conditions. However, the company has redemption and call
options for its bonds (subject to call premiums and specific time
periods) to lower its interest costs in the following 12-18 months
in a context of more favourable market conditions.

In recent years, the company adjusted its commercial strategy and
product portfolio with an increasing share of speciality chemicals
and functional solutions. As a result, the contribution margin per
ton exceeds EUR1,000 since 2022, a significant increase from the
less than EUR750 per ton reported prior to 2022.

Moody's believe that the company shifted to a somewhat more
conservative financial strategy since the capital increase by
Dussur in 2023. The company targets a net leverage of 4x-5x (based
on the company's definition). Nonetheless, there is event risk tied
to its majority private equity ownership, which could influence
financial and strategic decisions. In addition, the company
considers growth projects in Saudi Arabia evidenced as the company
signed several Memoranda of Understandings.

RATING OUTLOOK

The positive outlook highlights the potential that a continued
solid operating performance could result in an upgrade.

LIQUIDITY

Italmatch's liquidity is good. As of end September 2024, the
company had around EUR129 million of cash on balance and access to
a EUR107 million RCF. In addition, the company has access to a
factoring program. In combination with forecasted funds from
operations, these funds are sufficient to cover capital
expenditure, working capital swings and day-to-day cash. The
company has no significant near term debt maturity as the EUR690
million backed senior secured fixed and floating rate notes mature
in 2028.

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

Moody's could upgrade Italmatch's rating, if the company's
Moody's-adjusted total debt/EBITDA remains below 5.5x and
EBITDA/interest expense would be comfortably above 2.5x on a
sustained basis. An upgrade would also require the company to
generate positive free cash flow and to maintain an adequate
liquidity profile. In addition, the company needs to demonstrate a
continued track record of EBITDA generation (including
non-recurring items) at current levels and a disciplined approach
regarding growth opportunities.

Moody's could downgrade Italmatch's rating if the company
experiences a material increase in competition that weakens its
contribution margin per ton or EBITDA to levels seen in 2021 or
before, is unable to generate sustained positive free cash flow, or
its liquidity profile deteriorates. A downgrade also would be
likely if Moody's-adjusted total debt/EBITDA increases above 7.0x
or EBITDA/interest expense is below 1.5x on a sustainable basis.

The principal methodology used in these ratings was Chemicals
published in October 2023.

COMPANY PROFILE

Headquartered in Genova, Italy, Italmatch Chemicals S.p.A. is a
global specialty chemicals manufacturer focused on phosphorus
derivatives, polymers and esters. Italmatch's revenue amounted to
around EUR680 million in the 12 months that ended September 2024.
The company is owned by Bain Capital (majority shareholder), Saudi
Arabian Industrial Investments Company (Dussur) and management.



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

SANTANDER CONSUMER: Moody's Affirms Ba1(hyb) Preferred Stock Rating
-------------------------------------------------------------------
Moody's Ratings has affirmed Santander Consumer Finance S.A.'s
(SCF) deposit ratings at A2/Prime-1, its senior unsecured debt
ratings at A2 and the Commercial Paper ratings at A2/Prime-1.
Moody's have also affirmed (1) the bank's Baseline Credit
Assessment (BCA) and Adjusted BCA at baa2 and baa1 respectively;
(2) the senior unsecured MTN programme rating at (P)A2; (3) the
junior senior unsecured rating at Baa1; (4) the subordinated debt
rating and subordinated MTN programme rating at Baa2 and (P)Baa2
respectively; and (5) its preferred stock non-cumulative rating at
Ba1(hyb). SCF's Counterparty Risk Ratings (CRR) and Counterparty
Risk Assessment (CR Assessment) have been affirmed at A2/Prime-1
and A3(cr)/Prime-2(cr) respectively. The outlook on the long-term
deposit and senior unsecured debt ratings remains positive.

RATINGS RATIONALE

-- RATIONALE FOR AFFIRMING THE BCA AND ADJUSTED BCA

The affirmation of SCF's baa2 BCA reflects the bank's sound credit
risk profile, underpinned by its long-established leading position
in the auto and consumer finance business in several European
countries. SCF displays low asset risk relative to its business
profile and good profitability, which Moody's expect to remain
solid over the next 12-18 months despite some recent deterioration
caused by an increase in problem loan entries and in the cost of
credit. The BCA affirmation also reflects the bank's business model
concentration on consumer finance, although related risks are
mitigated by the bank's broad product offering and a good level of
geographical diversification. SCF's funding profile is
characterized by a high reliance on market funding with its funding
risk partially offset by liquidity support provided by its parent
Banco Santander, S.A. (Spain) (Banco Santander).

The affirmation of SCF's Adjusted BCA at baa1 incorporates Moody's
updated assumption of a very high probability of affiliate support
from its parent Banco Santander, from a high probability of support
previously. Moody's have increased Moody's expectation that SCF
would receive extraordinary support from Banco Santander in case of
need in light of the close links established through the provision
of liquidity support and the purchase of all the loss-absorbing
instruments issued by SCF, given that both entities belong to the
same resolution group, and Moody's assessment that SCF's funding
and liquidity has become more structurally reliant on its parent.
The updated support assumption translates into an unchanged one
notch of uplift from the bank's BCA.

-- RATIONALE FOR AFFIRMING SCF's SENIOR UNSECURED DEBT AND DEPOSIT
RATINGS

The affirmation of SCF's long-term senior unsecured debt and
deposit ratings at A2 reflects: (1) the affirmation of the bank's
BCA and Adjusted BCA; (2) the outcome of Moody's Advanced Loss
Given Failure (LGF) analysis which leads to two notches of uplift
for both instruments; and (3) Moody's assessment of a low
probability of government support given the bank's non-systemic
nature in the Spanish market.

Because SCF belongs to Banco Santander's resolution group, Moody's
apply the Advanced LGF analysis of its parent company, which
translates into a very low loss given failure for SCF's deposits
and senior unsecured debt. Although Banco Santander's LGF analysis
provides three notches of uplift above the Adjusted BCA of baa1 for
the bank's long-term deposit and senior unsecured debt ratings,
these ratings are capped at A2, two notches above Spain's sovereign
rating of Baa1, as per Moody's Banks rating methodology.

-- RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook on the long-term deposit and senior unsecured
debt ratings is driven by the positive outlook of Spain's sovereign
rating, and it also assumes that Banco Santander's liability
structure will remain broadly unchanged.

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

An upgrade of the baa2 BCA would require an improvement in the
bank's financial indicators, principally stronger solvency levels
and a lower reliance on market funding. An upgrade of the BCA would
result in the convergence of Moody's assessment of the bank's
standalone creditworthiness with that of its parent Banco
Santander, therefore not affecting its Adjusted BCA of baa1.

Similar to those of its parent, the bank's long-term deposit and
senior debt ratings could be upgraded if Spain's sovereign rating
is upgraded.

SCF's ratings could be downgraded if the bank's asset quality or
profitability deteriorates beyond Moody's current expectations, or
by Moody's assessment of a lower probability of parental support or
a weakening of Banco Santander's creditworthiness. A downgrade of
Spain's government rating could also lead to a downgrade of SCF's
deposit and senior unsecured debt ratings.

PRINCIPAL METHODOLOGY

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



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

CASPER & COLE: Quantuma Advisory Named as Administrators
--------------------------------------------------------
Casper & Cole Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts in England &
Wales, Court Number: CR-2024-006508, and Andrew Andronikou and
Brian Burke of Quantuma Advisory Limited, were appointed as
administrators on Nov. 22, 2024.  

Previously know as Project Opus Limited, Casper & Cole Limited,
trading as Temper Restaurant, was founded by Neil Rankin, a pioneer
of modern barbecue cooking, and Sam Lee, entrepreneur.

Its registered office is at 4th Floor, 95 Chancery Lane, London,
WC2A 1DT and it is in the process of being changed to 3rd Floor, 37
Frederick Place, Brighton, BN1 4EA.  Its principal trading address
is at 4th Floor, 95 Chancery Lane, London, WC2A 1DT.

The administrators can be reached at:

           Andrew Andronikou
           Brian Burke
           Quantuma Advisory Limited
           3rd Floor, 37 Frederick Place
           Brighton, Sussex
           BN1 4EA

For further details, contact:
            
            Joel Daly
            Email: joel.daly@quantuma.com
            Tel No: 01273 322413

DMA MEDIA: Begbies Traynor Named as Administrators
--------------------------------------------------
DMA Media Limited was placed into administration proceedings in the
High Court of Justice Business and Property Courts of England and
Wales, Insolvency & Companies List (ChD), Court Number:
CR-2024-006914, and Julie Anne Palmer and Andrew Hook of Begbies
Traynor (Central) LLP, were appointed as administrators on Nov. 22,
2024.  

DMA Media specializes in media production activities.

Its registered office is at 10-11 Percy Street, Percy Street,
London, W1T 1DN.  

The administrators can be reached at:

            Julie Anne Palmer
            Andrew Hook
            Begbies Traynor (Central) LLP
            Units 1-3 Hilltop Business Park
            Devizes Road, Salisbury
            Wiltshire, SP3 4UF

Any person who requires further information may contact:

            Anne-Marie Harding
            Begbies Traynor (Central) LLP
            Email: Anne-Marie.Harding@btguk.com
            Tel No: 01908 489 409

GALAXY BIDCO: S&P Rates New GBP350MM Senior Secured Notes 'B'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to the proposed
GBP350 million senior secured notes, due in 2029, to be issued by
Galaxy Bidco Ltd. S&P assigned its '3' recovery rating to the debt,
indicating its expectation of meaningful recovery prospects
(50%-70%; rounded estimate: 50%) for debtholders in the event of a
payment default.

S&P said, "On Nov. 25, 2024, we affirmed our 'B' long-term issuer
credit ratings on Galaxy Finco Ltd. (Domestic & General) and its
financing subsidiary Galaxy Bidco Ltd. We also assigned our 'B'
issue rating and '3' recovery rating to the proposed GBP450 million
equivalent senior secured euro-denominated term loan."

The recovery rating considers that the proposed senior secured
notes will rank at the same seniority as the other senior secured
debt, which includes a GBP165 million revolving credit facility
(RCF) and a GBP450 million equivalent euro-denominated term loan.

Domestic & General (D&G) intends to use the proceeds to refinance
its existing debt. See more details about the transaction in S&P's
base-case assumptions in the recently published research update
("Galaxy Finco Ltd. (Domestic & General) 'B' Rating Affirmed On
Refinancing; Outlook Stable; New Debt Rated 'B'", published on Nov.
25, 2024.)

Issue Ratings--Recovery Analysis

Key analytical factors

-- The issue rating on Galaxy Bidco's proposed senior secured debt
(expected to be split into a GBP450 million equivalent
euro-denominated term loan and a GBP350 million
sterling-denominated note) is 'B' and the recovery rating is '3'.
The '3' recovery rating reflects S&P's expectation of meaningful
recovery (50%-70%; rounded estimate: 50%) in the event of a payment
default.

-- S&P thinks the security package provided to senior secured
debtholders is weak because it comprises mainly of share pledges
and intercompany loans. The documentations also include a guarantor
coverage test where guarantors would represent at least 80% of the
consolidated EBITDA.

-- In S&P's hypothetical default scenario, it assumes a
combination of an economic downturn, a reduction in consumer
spending on new products, a negative change in the regulatory
environment, and increased competition.

-- S&P values D&G as a going concern, underpinned by its strong
market position and well-regarded brand in the U.K.

Simulated default assumptions

-- Year of default: 2027
-- Jurisdiction: U.K.

Simplified waterfall

-- Emergence EBITDA: GBP99 million

-- Minimum capital expenditure: 2% of sales

-- Cyclicality adjustment: 5%, in line with standard sector
assumption for business services sector

-- EBITDA multiple: 5.5x

-- Gross enterprise value at emergence: GBP547 million

-- Net enterprise value after administrative expenses (5%): GBP520
million

-- Senior secured debt claims: GBP974 million*

-- Recovery expectation: 50%-70% (rounded estimate: 50%)

*RCF assumed to be 85% drawn. All debt amounts include six months'
prepetition interest.


HAMPSHIRE COMMUNITY: Begbies Traynor Named Administrators
---------------------------------------------------------
Hampshire Community Bnk Ltd. was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Insolvency and Companies List (ChD),
Court Number: CR-2024-007101, and Andrew Hook and Julie Anne Palmer
of Begbies Traynor (Central) LLP, were appointed as administrators
on Nov. 26, 2024.  

Hampshire Community Bnk is a financial services, banking, and
finance company.

Its registered office is at 167-169 Great Portland Street, 5th
Floor, London, W1W 5PF.

The administrators can be reached at:

             Andrew Hook
             Julie Anne Palmer
             Begbies Traynor (Central) LLP
             Units 1-3 Hilltop Business Park
             Devizes Road, Salisbury
             Wiltshire, SP3 4UF

Further Details Contact:

             Ryan Cullinane
             Begbies Traynor (Central) LLP
             Email: ryan.cullinane@btguk.com
             Tel No: 01722 435190

NORD ANGLIA: S&P Affirms 'B' Long-Term ICR on Ownership Changes
---------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer credit rating on
Nord Anglia Education (Bach Finance Ltd.) at 'B' and the issue
rating on the first-lien senior secured debt (including the
proposed $500 million TLB add-on) at 'B', with a recovery rating of
'3'.

S&P said, "The stable outlook reflects our expectation that Nord
Anglia will continue to grow organically and via conservatively
funded bolt-on acquisitions, delivering earnings growth such that
leverage falls to about 8.0x (6.5x excluding PIK instruments) and
adjusted FOCF to debt rises to approximately 5% by fiscal 2026. The
outlook also reflects our view that the group will adhere to a more
prudent financial policy with no major debt-financed or
transformative acquisitions or shareholder distributions that could
jeopardize the improvement in the credit metrics from the highly
leveraged level we estimate for the next 12-18 months.

"We raised our assessment of Nord Anglia's business risk to
satisfactory reflecting its significant footprint expansion and
stronger earnings resilience since the acquisition by the current
shareholders. The group has heavily invested in their growth
strategy doubling its adjusted EBITDA from close to $400 million in
fiscal 2019 to close to a forecast $800 million in our base case
for fiscal 2025. We acknowledge the revenue visibility given the
nature of the demand and tuition funding in the sector and the
group's geographical diversification mitigating exposure to
potential regulatory risk in any one country. The high quality of
education and the schools' strong partnerships with top
universities support the strong brand reputation. The group has
consistently reported EBITDA margins of 30%-35%, even during the
COVID-19 pandemic, when their strong technology platform enabled
the move to online education in a swift and proactive manner.
Overall, we think that the business has demonstrated a continual
improvement in strength and resilience since 2017, and, therefore,
we now assess the business risk profile as satisfactory, from fair
previously."

The group has reported strong preliminary results for fiscal 2024,
with revenue increasing by 22% and resilient S&P Global
Ratings-adjusted EBITDA margins of about 34%. The group has
performed broadly in line with our expectations, while benefitting
from the strong contribution from the recent acquisitions and by
successfully navigating the inflationary environment and the
macroeconomic instability thanks to its position in the market and
its pricing power. Therefore, S&P expects revenues of $2 billion
and adjusted EBITDA of close to $700 million in fiscal 2024. Solid
EBITDA generation has translated into strong FOCF after leases,
which we expect to be above $100 million despite the increase in
interest expenses because of the high interest rate environment and
the additional debt issued during fiscal 2024 to finance its growth
ambitions.

S&P said, "We anticipate organic growth in fiscal 2025 and 2026 and
stable EBITDA margins of about 35% absorbing the effect of
potential bolt-on acquisitions. We expect that Nord Anglia will
benefit from robust organic growth and the full-year benefit from
integration of recent acquisitions and will continue leveraging its
largely stable operational cost base in 2025 and 2026. This should
result in annual revenue growth of about 10% in 2025 and 2026 as
the group continues to increase fees in the different geographies
and improves its capacity utilisation. This should translate to
robust FOCF after leases of above $100 million in fiscal 2025 and
over $200 million in fiscal 2026. We expect that the group will use
these cash flows as well as part of the ample cash balances of $853
million reported as of Aug. 31, 2024 to fund bolt-on acquisitions
that we factored in our analysis in line with the historical
pattern and the group's growth strategy."

The group's shareholders have announced the signing of definitive
share purchase agreements in Nord Anglia Education. Through this
agreement, existing shareholders EQT and CPPIB will continue their
commitment to the group and will bring additional investors in
equity capital and subordinated PIK notes, having valued the group
at $14.5 billion. S&P said, "We understand that as part of the
transaction, no change of control will be triggered, and only the
existing preference shares that we treat as debt will be repaid out
of all instruments comprising our adjusted debt. In addition, the
group will raise a $500 million add-on to their existing
dollar-denominated TLB with an extended maturity of 2032 and issue
new subordinated PIK notes, which we will likely also treat as
debt."

S&P said, "We forecast S&P Global Ratings-adjusted leverage to
remain elevated at about 9.0x in fiscal 2025 and fall to about 8.0x
in 2026. Total debt will stand at about $7 billion by the end of
fiscal 2025 comprising $3.5 billion of financial debt (including
the recent add-on), a $1.3 billion PIK notes, and approximately
$2.1 billion of leases. We expect the group to start deleveraging
gradually and organically to about 8.0x in 2026 (6.5x excluding PIK
instruments) as it benefits from organic EBITDA growth and
potential contribution from small bolt-on acquisitions. At this
stage, we do not anticipate any major debt-funded transactions as
the group has turned its focus on developing the current school
portfolio. We note that we do not net cash in our adjusted debt and
leverage calculations as EQT and CPPIB will retain control of the
group and its financial policy following the announced change in
the shareholder consortium. However, we understand that ample
liquidity and robust cash generation provide the group with
significant financial flexibility to undertake further bolt-on
acquisitions or growth initiatives without resorting to major
additional debt funding.

"The stable outlook reflects our expectation that Nord Anglia will
increase organically and via conservatively funded bolt-on
acquisitions, delivering annual revenue growth of about 10% in 2025
and 2026 with stable above average S&P Global Ratings-adjusted
EBITDA margins of approximately 35%. We expect leverage in 2025 to
remain high at about 9.0x (7.5x excluding PIK instruments) but to
accelerate deleveraging to 8.0x (6.5x excluding PIK instruments) by
2026 with FOCF to debt of about 5%. The stable outlook is also
supported by materially positive FOCF after lease payments, despite
high cash interest payments.

"The outlook also reflects our view that the group's financial
sponsors-led consortium will adhere to a more prudent financial
policy with no major debt-financed or transformative acquisitions
or shareholder distributions that could jeopardize the improvement
in the credit metrics from the highly leveraged level we estimate
for the next 12-18 months. The stable outlook also assumes no major
adverse changes in regulations in the key geographies where the
group operates.

"We could lower our rating on Nord Anglia if the financial sponsors
were to pursue a more aggressive financial policy than expected,
undertaking significant debt-funded merger and acquisition (M&A)
activity or shareholder payments that could weaken the credit
metrics.

"We could lower the ratings if the group were to materially
underperform our base-case expectations such that its FOCF after
lease payments fell toward zero or turned negative; its leverage
stayed elevated exceeding the current level for a prolonged time;
or if profitability were to weaken on the back of persistently high
exceptionals, or unexpectedly low capacity utilization or drastic
regulations-driven decline in the earnings base.

"We could raise our ratings on Nord Anglia if the group's operating
performance exceeded our base case, such that adjusted debt to
EBITDA fell to below 7.5x, consistently strong cash flow generation
led to FOCF to debt of about 5%, and the group demonstrated its
commitment to a financial policy commensurate with these ratios."


STRATTON MORTGAGE 2024-1: Fitch Cuts Rating on Cl. X1 Notes to CCsf
-------------------------------------------------------------------
Fitch Ratings has downgraded Stratton Mortgage Funding 2024-1 Plc's
class X1 notes and affirmed the others. The Outlooks on the class D
and E notes have been revised to Negative from Stable.

   Entity/Debt           Rating            Prior
   -----------           ------            -----
Stratton Mortgage
Funding 2024-1 Plc

   A XS2728570248    LT AAAsf  Affirmed    AAAsf
   B XS2728570321    LT AA-sf  Affirmed    AA-sf
   C XS2728570594    LT A-sf   Affirmed    A-sf
   Class A Loan      LT AAAsf  Affirmed    AAAsf
   D XS2728574232    LT BBB-sf Affirmed    BBB-sf
   E XS2728574406    LT BB-sf  Affirmed    BB-sf
   F XS2728574588    LT CCCsf  Affirmed    CCCsf
   X1 XS2728574828   LT CCsf   Downgrade   CCCsf
   X2 XS2728575049   LT CCsf   Affirmed    CCsf

Transaction Summary

The transaction is a securitisation of loans that were originated
by multiple lenders and previously securitised in the Stratton
Mortgage Funding 2021-2 transaction.

KEY RATING DRIVERS

Asset Performance Deterioration: The transaction's one-month plus
and three-month plus arrears have increased over the last nine
months since closing and were 23.7% and 18.1% at the September 2024
interest payment date. They were 19.7% and 12.2% nine months ago,
based on the December 2023 pool tape at closing. The increase in
arrears has resulted in the application of a higher weighted
average (WA) foreclosure frequency (FF) in its analysis. Although
the total number of loans in arrears has fallen from nine months
ago, suggesting stabilisation of arrears build-up, the risk roll to
late-stage arrears remains a key rating driver.

Ratings Lower than MIRs: Roll risk to late stage arrears could
result in higher WAFF in future reviews. The notes' model-implied
ratings (MIR) may also be sensitive to lower recovery rates than
those calculated by Fitch's ResiGlobal model: UK. Fitch has
observed lower recovery rates than expected in the non-conforming
sector since 2023.

Fitch performed forward-looking analysis by running scenarios
assuming increased losses at all rating levels, to account for
asset performance deterioration beyond that envisaged by its
standard criteria assumptions. This included decreasing the WA
recovery rate (RR) by 15%. Consequently, the ratings on the class
B, C and D notes are two notches lower than their MIRs.

Negative Outlook: The analysis resulted in model output that is
lower than the assigned rating for the class D and E notes. Given
its asset performance expectations and that observed loss severity
is higher than its expected case, Fitch believes that the MIRs in
future model updates could be lower than the assigned rating. This
is reflected in the revision of the Outlooks on the class D and E
notes to Negative.

RFs Below Target: The transaction benefits from a general reserve
fund (GRF), which provides liquidity to the class A to F notes. As
of the September 2024 payment date, the GRF was at 45% of the
target amount. This shortfall is due to its depletion on the first
interest payment date caused by insufficient revenue, and has not
yet been fully replenished.

The GRF is available unconditionally to the class A notes to cover
interest shortfalls and amounts debited to the class A principal
deficiency ledger (PDL). It also covers class B interest shortfalls
if class B is the most senior class outstanding or the class B PDL
is less than 25%. The class C-F notes can access the GRF for
interest shortfalls if there is no debit balance on their PDL or
they are the most senior class outstanding. There is currently no
PDL on the collateralised notes, but the class Z PDL stands at
almost 10% of its balance after two interest payment dates.

Excess Spread Notes: The class X1 and X2 notes have been deferring
interest since closing due to insufficient revenue generated from
the asset pool to cover the interest rate on the notes. No
principal or interest payments will be made to the excess spread
notes from the step-up date. Fitch believes the likelihood of
default is probable for the class X1 notes, with the notes
reflecting a credit risk more commensurate with a 'CCsf' rating, as
reflected in their downgrade.

RATING SENSITIVITIES

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

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

Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action, depending on the extent of the decline in
recoveries. Fitch found that a 15% WAFF increase and a 15% WARR
decrease would result in downgrades of one notch for the class A
and B notes, two notches for the class C notes and three notches
for the class D notes. The class E notes would be downgraded to the
distressed rating category, while the class F notes would remain at
distressed ratings.

Around 31% of the mortgage borrowers in the pool have paid a
relatively high standard variable rate over the last decade despite
low interest rates in this period. Some borrowers in the UK, most
likely including some in this pool, have joined a pressure group
(UK Mortgage Prisoners) to achieve a lower interest rate, a change
of lender/product offering or compensation. Fitch understands that
to date, they have been largely unsuccessful in court actions but
continue to lobby for government action or legal redress. Fitch
notes that widespread remedial actions, set-offs, or further
relevant legislative or regulatory changes are difficult to
quantify at this stage, and each could lead to future negative
rating action.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement levels and
potentially upgrades. Fitch tested an additional rating sensitivity
scenario by applying a decrease in the FF and an increase in the RR
of 15% each. The results indicate upgrades of up to one-notch for
the class F notes, up to three notches for the class B notes, up to
four notches for the class C notes and up to five notches for the
class D and E notes.

The sensitivity has no impact on class A, X1 and X2 notes ratings.

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

Stratton Mortgage Funding 2024-1 Plc has an ESG Relevance Score of
'4' for Customer Welfare - Fair Messaging, Privacy & Data Security
due to the high proportion of interest-only loans in legacy OO
mortgages, which has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.

Stratton Mortgage Funding 2024-1 Plc has an ESG Relevance Score of
'4' for Human Rights, Community Relations, Access & Affordability
due to a large proportion of the pool containing OO loans advanced
with limited affordability checks, which 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.

VEDANTA RESOURCES: Moody's Ups CFR to B2 & Sr. Unsec. Bonds to B3
-----------------------------------------------------------------
Moody's Ratings has upgraded Vedanta Resources Limited's (VRL)
corporate family rating to B2 from B3. Concurrently, Moody's have
upgraded to B3 from Caa1 the rating on the senior unsecured bonds
issued by VRL and VRL's wholly-owned subsidiary Vedanta Resources
Finance II Plc, which are guaranteed by VRL.

Moody's have maintained the stable outlook on the entities.

"The rating upgrade follows VRL's successful liabilities management
exercises, with the company raising $800 million in its second bond
issuance since September 2024," says Nidhi Dhruv, a Moody's Ratings
Vice President and Senior Credit Officer.

"The bond issuances in quick succession solidify Vedanta's access
to capital markets as well as growing investor confidence in the
company," adds Dhruv, who is also Moody's lead analyst for VRL.

RATINGS RATIONALE

On November 26, 2024, VRL announced that it raised $300 million in
10.25% senior unsecured notes due in June 2028 and $500 million in
11.25% senior unsecured notes due in December 2031.

The proceeds from the notes will be applied toward the partial
repayment, at par, of the company's remaining $1.2 billion December
2028 notes. After this repayment, only $400 million of the higher
interest (13.875%) notes, which were issued following Vedanta's
distressed exchange, will remain. Given the company's preceding
bond transactions, Moody's do not rule out a tap issuance to take
out the remaining December 2028 notes.

Moody's do not consider the latest issuance as a distressed
exchange because (1) it does not serve as a means to avoid default,
given the bond is due almost three years from now; and (2) it does
not result in an economic loss for investors because the bonds are
offered to be repurchased at their full value.

VRL's next bond maturity is a $600 million bond due in April 2026.
A springing covenant as part of its debt restructuring in January
2024 requires VRL to refinance this maturity by December 2025,
failing which the amended bonds that were restructured would mature
in April 2026. Moody's expect VRL to address the April 2026 bond
maturity in a timely manner, especially given its recent track
record of tapping USD bond markets.

VRL's recent liabilities management initiatives – which encompass
debt reduction and refinancing using proceeds from newly issued
bonds, dividends received from subsidiaries and proceeds from the
sale of stakes in subsidiaries – have led to significant debt
reduction and extension of debt maturity profile at the holding
company. Debt at VRL's holding company level reduced to $4.8
billion as of September 2024 from $9.1 billion as of March 2022.

The company's B2 CFR reflects its large-scale and diversified
low-cost operations; exposure to a wide range of commodities such
as zinc, aluminum, iron ore, oil and gas, steel and power; strong
position in key markets, enabling it to command a pricing premium;
and history of relative margin stability through commodity cycles.
These strengths are counterbalanced by its complex organizational
structure, with the company owning less than 100% of its key
operating subsidiaries, and its historically weak financial
management and liquidity.

Moody's forecasts for VRL are based on Moody's price sensitivities
for metals ($0.90-$1.10 per pound (lb) for aluminum, $0.95-$1.25/lb
for zinc and $18-$22 per ounce for silver). As for oil and gas,
Moody's forecasts are based on a crude oil assumption of $55-$75
per barrel. These price sensitivities will translate into
consolidated adjusted EBITDA of $5.3 billion-$5.4 billion and cash
flow from operations of $2.8 billion-$3.0 billion for FY2024-25 and
FY2025-26. Meanwhile, the company's annual capital expenditure of
$2.5 billion will likely require it to raise some additional
borrowings, especially since Moody's expect the holding company to
receive $1.3 billion-$1.6 billion in annual cash dividends from its
operating subsidiaries.

VRL's senior unsecured bonds are rated B3, one notch lower than the
B2 CFR, reflecting Moody's view that bondholders are in a weaker
position relative to the operating subsidiaries' creditors. The
one-notch differential reflects the legal and structural
subordination of the holding company's bondholders to those of the
rest of the group. Moody's estimate the operating company's claims
are around 75% of total consolidated claims as of March 2024, with
the remaining claims distributed across VRL and its intermediate
holding companies that have a direct shareholding in VDL.

OUTLOOK

The rating outlook is stable, reflecting Moody's expectation that
VRL will address its debt maturities, in particular its next bond
maturity in April 2026, in a timely manner, especially given its
recent track record of tapping the USD bond markets.

LIQUIDITY

VRL is a pure holding company with operations held at various
subsidiaries and step-down subsidiaries. Its cash sources comprise
dividends from its subsidiaries and management fees from
subsidiaries for the use of the Vedanta brand. Following the $800
million notes issuance, VRL's cash sources should be largely
sufficient to cover its interest and debt servicing needs through
March 2026.

VRL has demonstrated a track record of upstreaming dividends from
its operating subsidiaries. Even so, liquidity at its operating
subsidiaries has, over the past few years, thinned substantially.
As of September 2024, its operating subsidiaries held $2.6 billion
in cash, down from $4.2 billion at March 2022.

Liquidity at VRL's subsidiaries will remain weak, requiring them to
continue borrowing to fund their capital expenditure and dividend
payments, as well as retain their reliance on short-term working
capital facilities to manage temporary swings in their working
capital.

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

Moody's could upgrade VRL's ratings if its financial metrics remain
strong, including (1) leverage staying below 4.5x; and (2)
EBIT/interest coverage above 2.0x on a sustained basis. A reduction
in gross debt, especially at the holding company, and a continued
proactive approach to refinancing and liquidity management, will be
key for an upgrade to B1.

While unlikely over the next 12-18 months, downward ratings
pressure could emerge if commodity prices soften substantially and
reduce VRL's EBITDA and free cash flow generation, resulting in a
sustained weakening of its credit metrics, with its adjusted
debt/EBITDA above 5.0x or EBIT/interest coverage below 1.25x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Mining
published in October 2021.

COMPANY PROFILE

Vedanta Resources Limited (VRL) is headquartered in London and is a
diversified resources company with interests mainly in India. Its
main operations are held by Vedanta Limited (VDL), a 56.4%-owned
subsidiary. Through VRL's various operating subsidiaries, the group
produces oil and gas, zinc, lead, silver, aluminum, iron ore, steel
and power. In September 2023, VDL announced its demerger into six
separate listed entities, subject to the relevant approvals. Its
shareholders will receive one share in each of the six companies
upon completion of the demerger, while VDL and the six companies
will have the same shareholding; i.e. VRL will hold a 56.4% stake
in VDL and the six new companies.

VRL delisted from the London Stock Exchange in October 2018 and is
now wholly owned by Volcan Investments Ltd. VRL's founder and
chairman Anil Agarwal and his family are Volcan's key shareholders.
For the 12 months ended September 2024, VRL generated revenues of
$17.2 billion and an adjusted EBITDA of $5.2 billion.


                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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