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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

          Wednesday, December 18, 2024, Vol. 25, No. 253

                           Headlines



D E N M A R K

WINTERFELL FINANCING: S&P Lowers LT ICR to 'B-', Outlook Stable


F R A N C E

ALTICE FRANCE: XAI Octagon Marks $1.7MM Loan at 25% Off


G E O R G I A

GEORGIAN RAILWAY: Fitch Affirms 'BB-' IDR, Alters Outlook to Stable
TBC BANK: Fitch Affirms 'BB' LongTerm IDR, Alters Outlook to Neg.


G E R M A N Y

CHEPLAPHARM ARZNEIMITTEL: S&P Lowers ICR to 'B', Outlook Stable
ENVALIOR: S&P Affirms 'B-' Long-Term ICR on Improving Earnings


I R E L A N D

BAIN CAPITAL 2024-3: S&P Assigns B- (sf) Rating to Class F Notes
INDIGO CREDIT II: S&P Assigns B- (sf) Rating to Class F Notes
INVESCO EURO I: Moody's Affirms B1 Rating on EUR12MM Class F Notes
JAZZ PHARMACEUTICALS: S&P Upgrades ICR to 'BB', Outlook Stable
PROVIDUS CLO I: S&P Affirms 'BB (sf)' Rating on Class E Notes

ROCKFORD TOWER 2019-1: S&P Assigns B- (sf) Rating to F-2-R Notes


K A Z A K H S T A N

MERZ LEASING: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable


L U X E M B O U R G

ROOT BIDCO: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable


N E T H E R L A N D S

ENSTALL GROUP: Moody's Affirms B3 CFR, Alters Outlook to Negative


N O R W A Y

HURTIGRUTEN NEWCO: Moody's Cuts CFR to Ca, Alters Outlook to Neg.


P O L A N D

KRUK SA: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable


R U S S I A

UZBEK GEOLOGICAL: S&P Assigns 'B' Long-Term ICR, Outlook Stable


S W E D E N

SBB - SAMHALLSBYGGNADSBOLAGET: Fitch Keeps 'CCC+' IDR on Watch Neg.


T U R K E Y

DENIZ FINANSAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
ZORLU YENILENEBILIR: Fitch Hikes LongTerm IDR to B+, Outlook Stable


U N I T E D   K I N G D O M

CD&R FIREFLY: GBP310M Sr Sec. Notes Tap No Impact on Moody's B2 CFR
CHERITON GARDENS: Quantuma Advisory Named as Administrators
MARSH GARAGES: Westcotts Business Named as Administrators
PMF 2024-2: Moody's Assigns Ba1 Rating to GBP12.5MM E Notes
SOUTH WEST: Westcotts Business Named as Administrators

VICTORIA PLC: Fitch Lowers LongTerm IDR to 'B', Outlook Negative

                           - - - - -


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D E N M A R K
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WINTERFELL FINANCING: S&P Lowers LT ICR to 'B-', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit and issue
ratings on Denmark-based building materials distributor Winterfell
Financing S.a.r.l. (Stark Group) and its debt to 'B-' from 'B'.
The stable outlook reflects our expectation that Stark Group's
business performance will gradually improve from the end of 2025,
alongside market recovery, and liquidity will remain adequate.

S&P said, "We expect Stark Group's leverage will remain elevated,
at above 6.5x in fiscal 2025. Stark Group reported
weaker-than-anticipated results in fiscal 2024, driven mainly by a
continued market downturn and still-high restructuring costs. S&P
Global Ratings-adjusted EBITDA dropped to about EUR326 million from
EUR391 million year over year, driven mainly by softer volumes due
to continued market downturn and still high restructuring costs.
This translated into S&P Global Ratings-adjusted debt to EBITDA of
around 9.7x in fiscal 2024, a significant increase compared with
our previous expectation of adjusted debt to EBITDA of around
8.2x-8.5x.

"Although we anticipate that Stark Group's company's adjusted
EBITDA will increase to around EUR350 million-EUR380 million in
fiscal 2025, benefiting from the synergies from Saint-Gobain
Building Distribution Ltd. in the U.K. (SGBD U.K.), we expect that
leverage will remain elevated at about 7.9x-8.2x in fiscal 2025. We
do not net cash balances from our adjusted debt calculation. This
is because of the company' private-equity ownership and potential
aggressive financial strategy of using debt and debt-like
instruments to maximize shareholder returns.

"We anticipate negative free operating cash flow (FOCF) after lease
payments in fiscal years 2025 and 2026. Our revised EBITDA
assumptions point to negative FOCF after lease payments of about
EUR90 million-EUR120 million in fiscal 2025 and about EUR35
million-EUR50 million in fiscal 2026. Our base case also assumes
approximately EUR180 million of annual lease payments and working
capital inflow of about EUR35 million-EUR50 million in fiscal 2025.
We continue to view Stark Group's substantial real estate
portfolio, valued at more than EUR1.2 billion, to provide financial
flexibility, as it could be a source of cash if needed. We
understand that the group expects proceeds of approximately EUR100
million from its ongoing divestment program in fiscal 2025.

"We continue to see Stark Group's liquidity as adequate. We expect
Stark Group to maintain an adequate liquidity buffer over the next
12 months, mostly supported by its cash on balance sheet of about
EUR152 million as of July 31, 2024, and inflow from working capital
of about EUR50 million, supported by trade working capital
optimization strategies. Nevertheless, we note that availability
under the existing revolving credit facility (RCF) is currently
constrained by tight covenant headroom. Specifically, the company
has a springing covenant tested when drawings on the RCF exceed
40%, which stipulates a maximum total consolidated senior secured
net leverage ratio of 9.0x. This ratio stood at 7.9x for the final
quarter of fiscal 2024, based on run-rate adjusted last-12-month
EBITDA (pre IFRS-16) of EUR195 million, and estimated at 8.9x for
the first quarter of fiscal 2025, based on run-rate adjusted
last-12-month EBITDA (pre IFRS-16) of EUR182 million. While we
project that leverage will improve in 2025-2026, any delay in the
business recovery and consequent deleveraging trend would constrain
the availability of RCF. We also note that Stark Group has no
immediate refinance risk as its RCFs are due 2027 and its term loan
B is due in 2028.

"Stark Group has sizable operating leverage in anticipation of
business recovery. In our view, Stark Group, like other building
material distributors, maintained a sizable operating network,
aiming to preserve its physical presence on the underlying markets.
While we view this in the context of the company's anticipated
market recovery in the next couple of years, at the same time it is
putting pressure on the company ability to maintain positive FOCF.
We will monitor how the company manages its capital structure and
working capital in order to finance the business recovery.

"The stable outlook reflects our expectation that Stark Group's
overall performance will gradually improve over the next couple of
years, alongside anticipated progressive market recovery. We also
anticipate that liquidity will remain adequate, despite negative
FOCF after lease payments. We assume that the company will manage
its working capital in a conservative manner during the market
recovery, to protect its liquidity."

S&P could lower the rating if:

-- Leverage remained elevated for a long period or further
increased, such that we viewed the company's capital structure as
no longer sustainable. This could occur in the absence of a
sufficient business recovery.

-- Liquidity weakened significantly, for example due to
persistently negative FOCF after lease payments.

-- Financial policy, especially for acquisitions and shareholders
distributions, were not supportive of the current rating level.
However, S&P understand sthat Stark Group is currently focusing on
deleveraging and does not anticipate new transformative
acquisitions or shareholder remuneration over the near term.

S&P could raise the rating if the business recovery is quicker than
it currently assumes, translating into adjusted debt to EBITDA
improving to below 6.5x on a sustainable basis and significant
positive FOCF after lease payments.




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F R A N C E
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ALTICE FRANCE: XAI Octagon Marks $1.7MM Loan at 25% Off
-------------------------------------------------------
XAI Octagon Floating Rate & Alternative Income Trust has marked its
$1,711,712 loan extended to Altice France S.A., Term B-14
Refinancing to market at $1,278,786 or 75% of the outstanding
amount, according to a disclosure contained in XAI Octagon's
Amended Form N-CSR for the six-month period ended September 30,
2024, filed with the U.S. Securities and Exchange Commission.

XAI Octagon is a participant in a Senior Secured First Lien Term
Loan to Altice France S.A., Term B-14 Refinancing (3 M SOFR+
5.50%). The loan matures on August 15, 2028.

XAI Octagon Floating Rate & Alternative Income Trust is a
diversified, closed-end management investment company registered
under the Investment Company Act of 1940, as amended. The Trust
commenced operations on September 27, 2017.

XAI Octagon is led by Theodore J. Brombach, President and Chief
Executive Officer, and Derek J. Mullins, Treasurer and Chief
Financial Officer. The Fund can be reach through:

      Theodore J. Brombach
      Octagon Floating Rate & Alternative Income Trust
      321 North Clark Street, Suite 2430
      Chicago, IL 60654
      Tel. No.: (312) 374-6930

           - and -

      Benjamin D. McCulloch, Esq.
      XA Investments LLC
      321 North Clark Street, Suite 2430
      Chicago, IL 60654
      Tel. No.: (312) 374-6930

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



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G E O R G I A
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GEORGIAN RAILWAY: Fitch Affirms 'BB-' IDR, Alters Outlook to Stable
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Fitch Ratings has revised the Outlook on JSC Georgian Railway's
(GR) Long-Term Foreign- and Local-Currency Issuer Default Ratings
(IDR) to Stable from Positive and affirmed the IDRs at 'BB-'.

The revision of the Outlook reflects Fitch's view that GR will be
unable to sustainably improve its financial metrics under the
agency's rating case scenario, and that the company's Standalone
Credit Profile (SCP) will remain at 'b+'.

The affirmation reflects Fitch's unchanged strong expectation of
extraordinary support from Georgia (BB/Negative). Combined with
GR's SCP of 'b+', this leads to a single-notch differential between
GR's IDRs and Georgia's sovereign IDRs.

KEY RATING DRIVERS

Support Score Assessment 'Strong expectations'

Fitch has 'Strong expectations' that the Georgian government would
provide extraordinary support from to GR in case of need,
reflecting a support score of 25 (out of a maximum 60) under
Fitch's Government-Related Entities (GRE) Criteria. This reflects a
combination of responsibility to support and incentive to support
factors assessment as below.

Responsibility to Support

Decision Making and Oversight 'Strong'

This assessment is based on GR's status as an integrated railway
transportation monopoly with 100% state ownership. It reflects
Fitch's view that the state exercises strategic control and
oversight over GR's activities. This includes approval of the
railway company's budgets and major investments and transactions.
GR's supervisory board is nominated and controlled by the
government, while goods and services are tendered in accordance
with public procurement law. However, despite GR's natural monopoly
position, it still has some independence from the state at the
operational level, including deregulated tariff setting.

Precedents of Support 'N/A'

Regulatory influence is moderately supportive of GR's financial
viability. As the company has received irregular mostly non-cash or
indirect state support, Fitch does not factor this into the
'Responsibility to Support' assessment. Historically, GR's
long-term development has been supported via state policy
incentives and asset allocations. In addition, strategic
infrastructure, such as railroads and power transmission lines, is
exempt from property tax in Georgia.

Incentives to Support

Preservation of Government Policy Role 'Strong'

As the monopolistic railway operator, GR is a vital economic agent
that supports national economic activity via cargo transit. Fitch
considers that a default of GR would hamper the company's capital
modernisation programme, which would negatively affect Georgia's
economic development in the longer term. Although a default may
lead to some service disruptions, the company's hard assets would
likely remain operational. Consequently, a default would not
necessarily lead to significant political and social repercussions
for Georgia's government.

Contagion Risk 'Strong'

Fitch considers a potential default of GR on external obligations
would be potentially harmful to Georgia, as it could lead to
reputational risk for the state. Both GR and the state tap
international capital markets for debt funding, as well as loans
and financial aid from IFIs to finance reforms and infrastructure
modernisation as Georgia's current account is structurally
negative.

GR is among the top national corporate issuers in the Eurobond
market, so its defaults could significantly impair the borrowing
capacity of the government and other GREs due to reliance on
external debt, including borrowing from the IMF. This would
increase the cost of external funds for future debt financing of
other GREs or the state itself.

Standalone Credit Profile

GR's 'b+' SCP reflects the combination of a 'Weaker' risk profile
and 'a' financial profile. The SCP assessment also factors in peer
comparison, including the company's relatively robust leverage
metrics compared with peers.

Risk Profile: 'Weaker'

Fitch assesses GR's risk profile at 'Weaker', reflecting the
following combination of assessments:

Revenue Risk: 'Weaker'

This reflects a 'Weaker' assessment of demand characteristics and a
'Midrange' assessment of pricing. The company remains the lead for
cargo transit in Georgia, which leads to operating revenue being
highly dependent on external economic and political conjuncture.
The government has provided GR with exceptional pricing power
compared with its international peers. Tariffs in freight and
passenger segments are fully deregulated.

Expenditure Risk: 'Midrange'

This assessment reflects GR's fairly well-defined costs with
predictable changes. GR's cost structure is stable and is dominated
by staff costs, which made up about half of opex in 2023, followed
by logistics services (19%) and electricity, fuel and materials
(13%). Despite planned downsizing and reductions in headcount,
staff costs will remain the largest spending item, accounting for
about half of opex over the scenario horizon.

Liabilities and Liquidity Risk: 'Weaker'

GR's debt is all US dollar-denominated and as of end-2023 mostly
comprised its USD500 million 4% Eurobonds due in 2028. This expose
the company to refinancing and FX risks, although the latter is
naturally hedged by GR's revenue structure, more than 90% of which
is in US dollars and Swiss francs. Potential liquidity support from
the government is limited, since historically GR has received
mainly indirect and non-cash support. The company does not have a
strong record of tapping local capital market and its ability to
raise liquidity from the local banks is limited by the 'BB'
counterparty risk.

Financial Profile 'a'

According to the Fitch rating case, the financial metrics suggest
GR's financial profile will remain at the upper end of the 'a'
category. Preliminary data shows a moderate improvement in GR's
EBITDA to about GEL230 million in 2024 from GEL168 million in 2023.
This will lead to an improvement in the primary leverage metric
(Fitch's net adjusted debt-to-EBITDA) to 5.5x in 2024 from 6.5x in
2023. However, this is a deterioration compared with forecast
leverage of 4x in 2024 in its previous base case scenario.

Under the revised rating case scenario, Fitch expects the leverage
to average 5x during five-year scenario horizon, despite expecting
deleveraging in 2028 when part of the outstanding debt will be
repaid. Fitch does not expect sustainable improvement of leverage
below 4x, which is a threshold for the potential upward
reassessment of the company's financial profile and SCP.

Derivation Summary

GR's financial profile remains commensurate with its SCP of 'b+'
under Fitch's Public Policy Revenue-Supported Entities Criteria.
The ratings also factor in Fitch's 'Strong expectations' of
extraordinary support from the state in case of need as the agency
considers GR a GRE linked to the Georgian sovereign under its GRE
Rating Criteria. The combination of Fitch's assessment of the
probability of extraordinary support from the sovereign to the
company and its SCP leads to a one-notch uplift from the company's
SCP to the 'BB-' IDR.

Peer railway companies, Kazakhstan Temir Zholy, German Deutsche
Bahn AG, and Polish PKP Intercity S.A., are also rated one notch
below their respective sovereign ratings. However, based on the
support factor assessment, those peers have a stronger assessment
of extraordinary support from the respective government, which
leads to top down notching expression for their ratings, compared
with the bottom up approach applied for the GR.

Short-Term Ratings

GR's short-term rating is 'B', which is the only possible option
according to Fitch's short-term rating correspondence table.

Debt Ratings

Senior debt instrument ratings are aligned with GR's Long-Term
IDRs.

Issuer Profile

GR is Georgia's 100% state-owned national integrated railway
transportation company, with its core business in freight transit
operations.

Key Assumptions

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of revenue, cost and financial risk
stresses. It is based on 2019-2023 historical figures and 2024-2028
scenario assumptions:

Its key assumptions for the ratings case are:

- Operating revenue growth on average 5.7%, including an 9.4%
increase in 2024 compared to five-year historical average of 4.8%

- Opex growth on average 2.6%, including an -0.5% decline in 2024
compared with the five-year historical average of 10.8%

- Net capex on average at GEL151 million for infrastructure
maintenance and development of rolling stock

- No equity injections

- Cost of existing debt at 4.0%.

Rating Sensitivities

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

- Inability to maintain financial performance in line with Fitch's
scenario that could justify a downward reassessment of GR's SCP,
which could be evidenced by net adjusted debt/EBITDA sustained
above 8x according to Fitch's rating case

- A downgrade of Georgia's sovereign ratings by two or more notches
or dilution of linkage with the sovereign, resulting in a support
score of less than 20 and leading to the ratings being further
notched down from the sovereign's IDRs

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

- Improvement of the company's financial profile resulting in a
revision of the SCP to the 'bb' category. This may result from net
adjusted debt/EBITDA maintaining below 4x on a sustained basis
according to Fitch's rating case coupled with robust liquidity
metrics

- An upward reassessment of the GRE support score, which may result
from stronger regular support from the government, leading to a
reassessment of the 'Precedents of Support' risk attribute

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.

Public Ratings with Credit Linkage to other ratings

GR's ratings are linked to the Georgian Sovereign IDRs.

   Entity/Debt                  Rating          Prior
   -----------                  ------          -----
JSC Georgian Railway   LT IDR    BB- Affirmed   BB-
                       ST IDR    B   Affirmed   B
                       LC LT IDR BB- Affirmed   BB-
                       LC ST IDR B   Affirmed   B

   senior unsecured    LT        BB- Affirmed   BB-

TBC BANK: Fitch Affirms 'BB' LongTerm IDR, Alters Outlook to Neg.
-----------------------------------------------------------------
Fitch Ratings has revised the Outlooks on the Long-Term Issuer
Default Ratings (IDRs) of TBC BANK JSC, JSC Bank of Georgia (BOG),
JSC ProCredit Bank (Georgia) (PCBG) and JSC Halyk Bank Georgia
(HBG) to Negative from Stable. Fitch has also revised the Outlooks
on the Long-Term IDRs of JSC Liberty Bank, JSC Basisbank (Basis)
and JSC Credo Bank to Stable from Positive. The Long-Term IDRs have
been affirmed at 'BB+' for PCBG and HBG, 'BB' for TBC and BOG, 'B+'
for Liberty and Basis, and 'B' for Credo. Fitch has also affirmed
all Viability Ratings (VRs).

The rating actions follow the revision of the Outlook on Georgia's
Long-Term IDRs to Negative from Stable (see 'Fitch Revises
Georgia's Outlook to Negative; Affirms at 'BB'' dated 6 December
2024). The revision of the sovereign Outlook was driven by sharply
increased political risks following the disputed parliamentary
elections. Fitch believes a protracted political crisis could
undermine the institutional framework and affect investor and
domestic confidence, exerting pressure on external liquidity and
the exchange rate.

Fitch has also revised the outlook on the operating environment
score for Georgian banks of 'bb-' to stable from positive. This
reflects its view that the elevated political and governance risks,
which could impact banks' liquidity and local-currency stability,
are reasonably balanced by the banking sector's resilience to
current political risks, with many credit metrics exceeding
historical averages, particularly, in terms of asset-quality and
capitalisation.

Although these risks have yet to materialise, the banks could be
vulnerable in a stress scenario given high loan dollarisation
levels (sector-average at end-3Q24: of 44% of loans, albeit lower
for Liberty at 23% and Credo at 10%), and considerable reliance on
external borrowings (sector-average at end-2023: 15%-20% of
liabilities, albeit higher for Credo at around 50%).

Key Rating Drivers

IDRs, Shareholder Support Ratings (SSRs)

The revision of the Outlooks to Negative from Stable on TBC, BOG,
PCBG and HBG has been driven by the corresponding action on
Georgia's sovereign rating.

TBC's and BOG's IDRs are driven by their respective standalone
profiles and are at the same level as Georgia's sovereign IDRs. The
banks' ratings are constrained by the sovereign ratings, as Fitch
views their credit profiles as highly correlated with the
sovereign's, given their dominant domestic market shares (39% of
sector assets each at end-3Q24).

PCBG's and HBG's IDRs are driven by shareholder support from
ProCredit Holding AG (PCH; BBB/Stable) and JSC Halyk Bank of
Kazakhstan (HBK; BBB-/Stable), respectively, as reflected in their
SSRs of 'bb+'. Fitch caps PCBG's and HBG's ratings at one notch
above the Georgian sovereign rating to reflect country risks and
potential regulatory interventions in the banking sector in case of
stress.

The revision of the Outlooks to Stable from Positive on Liberty,
Basis and Credo is primarily driven by the corresponding revision
of the outlook on the banks' operating environment score. Liberty's
and Basis's Long-Term IDRs of 'B+' and Credo's of 'B' are driven by
their respective standalone profiles. The Stable Outlooks reflect
that Fitch does not expect to downgrade any of these banks in case
of a sovereign downgrade, given the banks' lower ratings.

VRs

The affirmation of the VRs at 'bb' for TBC and BOG, 'bb-' for PCBG,
'b+' for Liberty, Basis and HBG, and 'b' for Credo reflects its
view that the increased political tensions in Georgia, marked by
large-scale protests throughout 2024, have not materially affected
customer confidence or the performance of the banking system to
date. Fitch believes the public protests have largely been
conducted in an orderly manner after working hours, without causing
significant public disorder or adverse effects on banking
activities.

Fitch understands the banks' deposit balances and liquidity
cushions as of the first week of December are generally flat
relative to the pre-election period at end-3Q24, with the sector
preserving reasonable access to both domestic and external funding
sources.

The banks' key credit metrics remain above their historical average
levels, supported by the robust economy (Fitch expects GDP growth
of 8.7% in 2024 and 5.3% in 2025). The sector-average common equity
Tier 1 capital ratio was 17.4% at end-3Q24 (albeit somewhat lower
for Credo at 13.6% and Liberty at 14.4%), supported by robust
profitability (the sector-average return of equity was a high 24%
in 9M24, annualised). The sector impaired loans ratio was a low 3%
at end-3Q24 (albeit higher for HBG at 12%).

Rating Sensitivities

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

TBC's and BOG's IDRs and VRs, and PCBG's and HBG's IDRs and SSRs
would be downgraded if Georgia's sovereign ratings were downgraded.
PCBG's and HBG's IDRs and SSRs could be also be downgraded if Fitch
views that the likelihood of institutional support has reduced.

The VR-driven IDRs of TBC, BOG, Liberty, Basis and Credo, and the
VRs of PCBG and HBG, could be downgraded if the banks'
capitalisation materially weakens from significant asset-quality
deterioration triggering loss-making performance for several
consecutive quarterly reporting periods, for example, due to a
large local-currency devaluation. A depletion of liquidity buffers
at any of the banks, in case of a sharp deterioration of customer
and investor confidence, could also lead to downgrades of the VRs.

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

A revision of the Outlooks to Stable on the IDRs of TBC, BOG, PCBG
and HBG would require a revision of Georgia's sovereign Outlook to
Stable. For TBC and BOG, this would also require maintaining their
key credit metrics at healthy levels.

Any positive rating action on the VR-driven IDRs of Liberty, Basis
and Credo, and the VRs of PCBG and HBG, is currently unlikely and
would primarily require a revision of Georgia's sovereign Outlook
to Stable and an improvement in operating environment for domestic
banks.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

TBC's and BoG's additional Tier 1 (AT1) notes are rated 'B-', four
notches below their 'bb' VRs. This comprises two notches for the
notes' high loss severity due to their deep subordination, and two
notches for additional non-performance risk relative to the VRs,
given the fully discretionary coupon omission.

PCBG's ex-government support (xgs) ratings exclude assumptions of
extraordinary government support. The Long-Term Foreign- and
Local-Currency IDRs (xgs) of 'BB-(xgs)' are driven by the VR of
'bb-' and underpinned by potential shareholder support. The
Short-Term Foreign- and Local-Currency IDRs (xgs) of 'B(xgs)' are
mapped to the bank's Long-Term Foreign- and Local-Currency IDRs
(xgs), respectively.

The GSRs of 'no support' for TBC, BOG, Liberty, Basis and Credo
reflect Fitch's view that resolution legislation in Georgia,
combined with constraints on the ability of the authorities to
provide support (especially in foreign currency), means that
government support, although still possible, cannot be relied
upon.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

TBC's and BOG's AT1 notes' ratings are sensitive to changes in the
banks' VRs.

PCBG's Long-Term Foreign- and Local-Currency IDRs (xgs) are
sensitive to changes in the bank's VR and changes of the parent's
Long-Term IDRs (xgs). The Short- Term Foreign- and Local-Currency
IDRs (xgs) are sensitive to changes in PCBG's Long-Term Foreign-
and Local-Currency IDRs (xgs), respectively.

Upside for the GSRs is currently limited and would require a
substantial improvement of sovereign financial flexibility as well
as an extended record of timely and sufficient capital support
being provided to local banks.

VR ADJUSTMENTS

Basis's asset quality score of 'b+' is below the implied category
score of 'bb' due to the following adjustment reason:
concentrations (negative).

Credo's asset quality score of 'b+' has been assigned below the
implied score of 'bb' due to the following adjustment: impaired
loan formation (negative).

BOG's earnings & profitability score of 'bb+' has been assigned
below the implied score of 'bbb' due to the following adjustment
reason(s): revenue diversification (negative).

Liberty's earnings and profitability score of 'b+' is below the
implied score of 'bb' due to following adjustment reason: earnings
stability (negative).

HBG's and Credo's earnings and profitability scores of 'b+' has
been assigned below the implied scores of 'bb' due to the following
adjustment: revenue diversification (negative).

PCBG's capital and leverage score of 'bb-' is below the 'bbb'
category implied score due to the following adjustment reason: size
of capital base (negative).

Liberty's capitalisation and leverage score of 'b+' is below the
implied score of 'bb' due to following adjustment reason:
regulatory capitalisation (negative).

Credo's capitalisation and leverage score of 'b' has been assigned
below the implied score of 'bb' due to the following adjustment:
business model and risk profile (negative).

Basis's funding and liquidity score of 'b+' is below the implied
category score of 'bb' due to the following adjustment reason:
liquidity coverage (negative).

Public Ratings with Credit Linkage to other ratings

PCBG's IDRs are driven by potential support from PCH.

HBG's IDR are driven by potential support from HBK.

ESG Considerations

Credo has an ESG Relevance Score of '3' for Exposure to Social
Impacts (a deviation from the sector guidance of '2' for comparable
banks), given the bank's focus on microfinance lending, although
this only has a minimal credit impact on the entity and minimal
relevance for the ratings.

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

   Entity/Debt                      Rating           Prior
   -----------                      ------           -----
SC Liberty Bank   LT IDR             B+   Affirmed   B+
                  ST IDR             B    Affirmed   B
                  Viability          b+   Affirmed   b+
                  Government Support ns   Affirmed   ns

TBC BANK JSC      LT IDR             BB   Affirmed   BB
                  ST IDR             B    Affirmed   B
                  Viability          bb   Affirmed   bb
                  Government Support ns   Affirmed   ns

   Subordinated   LT                 B-   Affirmed   B-

JSC ProCredit
Bank (Georgia)    LT IDR             BB+  Affirmed   BB+
                  ST IDR             B    Affirmed   B
                  LC LT IDR          BB+  Affirmed   BB+
                  LC ST IDR          B    Affirmed   B
                  Viability          bb-  Affirmed   bb-
                  LT IDR (xgs)  BB-(xgs)  Affirmed   BB-(xgs)
                  Shareholder Support bb+ Affirmed   bb+
                  ST IDR (xgs)     B(xgs) Affirmed   B(xgs)
                  LC LT IDR (xgs) BB-(xgs)Affirmed   BB-(xgs)
                  LC ST IDR (xgs)  B(xgs) Affirmed   B(xgs)

JSC Halyk
Bank Georgia      LT IDR             BB+  Affirmed   BB+    
                  ST IDR             B    Affirmed   B
                  Viability          b+   Affirmed   b+
                  Shareholder Support bb+ Affirmed   bb+

JSC Basisbank     LT IDR             B+   Affirmed   B+
                  ST IDR             B    Affirmed   B
                  Viability          b+   Affirmed   b+
                  Government Support ns   Affirmed   ns

JSC Bank of
Georgia           LT IDR             BB   Affirmed   BB
                  ST IDR             B    Affirmed   B
                  LC LT IDR          BB   Affirmed   BB
                  LC ST IDR          B    Affirmed   B
                  Viability          bb   Affirmed   bb
                  Government Support ns   Affirmed   ns

   Subordinated   LT                 B-   Affirmed   B-

JSC Credo Bank    LT IDR             B    Affirmed   B
                  ST IDR             B    Affirmed   B
                  Viability          b    Affirmed   b
                  Government Support ns   Affirmed   ns



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

CHEPLAPHARM ARZNEIMITTEL: S&P Lowers ICR to 'B', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
off-patent branded pharmaceutical company Cheplapharm Arzneimittel
GmbH and the issue rating on its senior debt instruments to 'B'
from 'B+', with the '3' (50% prospects) recovery rating unchanged.

The stable outlook indicates that S&P anticipates Cheplapharm's
operating performance to remain resilient despite more pressure on
margin evolution in 2025, which should gradually improve as the
company addresses current issues which will take time to resolve,
leading to S&P Global Ratings-adjusted debt to EBITDA of about 7.0x
and consistently positive FOCF of EUR200 million-EUR250 million in
the next 12-18 months.

A string of operational issues led to Cheplapharm reporting
weaker-than-expected credit metrics. Cheplapharm's profitability is
trending lower than our previous base-case projections because of
the effects of product availability issues that started in the
third quarter of 2023, these supply issues stemmed from third-party
contract manufacturing organizations (CMOs)'s inability to deliver
certain products due to capacity constraints. These effects were
exacerbated in the second quarter with a wider product scope and
higher effects, not only from a supply perspective but also cost
increases from its CMOs. Currently, and as of the third quarter of
2024, the company has determined that the issues are not only
related to product supply, but also delayed savings on some assets
acquired in 2023 (notably Zyprexa); in addition to market shifts
for some products affected by regulatory changes in some
geographies, such as Pulmicort in the U.S. with a decline in
pricing. While the company addressed the supply-related issues
early, the time lag of three to four months on average for each
product supply resolution, and the latest developments have
worsened the effect on its profitability--which is now forecast as
an S&P Global Ratings-adjusted EBITDA margin approaching 46% in
2024, from about 51.6% previously expected, leading to an elevated
S&P Global Ratings' leverage of approximately 6.4x in 2024. In
S&P's debt calculation, it treats the previously issued convertible
instrument--the equity private placement--as debt under its
methodology, and a minor amount of leases in its computation,
however we deduct the company's own cash considering the
family-owned financial policy.

Cheplapharm will initiate a transformational program in 2025 to
address long-term issues and implement long-standing measures to
protect its profitability. S&P said, "While these issues are now
expected to last beyond 2024, we view 2025 as a pivotal year for
Cheplapharm's transformation and recovery. In 2025, profitability
will continue to decrease from margin pressures stemming from
operational headwinds related to supply and transformational plans,
but also from the lack of the positive technical transfer effects
of the Transition Service Agreement (TSA) linked to acquisitions.
As part of its measures to address current issues, acquisitions
will only be pursued extremely selectively financed by own cash
only, which restrictively narrows potential acquisitions. The
company will also focus its efforts on stabilizing the embedded
erosion in its product portfolio and improve its operational
processes across its divisions. The appointment of Sebastian Braun
(owner of Cheplapharm) as co-CEO provides a strong signal of this
new strategy that the company is preparing to launch in 2025.
Therefore, we expect our S&P Global Ratings-adjusted EBITDA margin
to be about 43.5%-44% in 2025, which would lead to a temporary
increase in our S&P Global Ratings-adjusted debt to 7.0x-7.5x. We
think that this new transformational plan will set the foundation
for Cheplapharm's long-term strategy to address the portfolio
erosion and asset replenishment strategy around acquisition.
However, we expect that the effects from the plan's implementation
will necessitate a time frame beyond our current rating outlook,
which translates in adjusted leverage remaining above 5.0x for a
sustained period."

S&P said, "We expect Cheplapharm will significantly cut back on
debt-financed acquisitions and prioritize its operational plans to
mitigate the effect on cash flow generation. Cheplapharm has
limited its acquisitions in 2024, totaling EUR394 million with two
products from Roche, Roaccutane (acne) and Tarceva (lung and
pancreatic cancer) completed in the first half of 2024; and Gemzar
(various types of cancer) from Eli Lily completed in December,
mainly financed by own cash. The company also drew EUR365 million
from its EUR695 million revolving credit facility (RCF), which we
expect the company will reimburse gradually over the next 12-18
months. We think that there will not be significant asset
acquisition in 2025, this will allow the company to preserve cash
to self-fund its transformational program and normalize its
operations. In our view, any debt-financed acquisition or increase
in debt will set back its deleveraging path and might put pressure
on the current 'B' rating. The company's growth model has, however,
always been based on acquisitions and the announced moderation
could weigh on the mid-term topline growth. We view the company's
lack of refinancing deadlines before 2027 as positive, and it
benefits from a long-term rollover hedging on 80% of its debt.

"We forecast Cheplapharm that will generate about EUR200
million-EUR250 million FOCF in 2025, increasing its ability to
self-fund operations. Cheplapharm operates with an asset-light
business model, with no in-house research and development costs,
and a selective asset acquisition strategy for the right price.
Therefore, FOCF generation will remain solid in 2024 with about
EUR350 million-EUR400 million, we include approximately EUR14
million-EUR15 million of capital expenditure (capex) in 2024 in our
base case, decreasing to EUR12 million-EUR13 million in 2025, for
its expansion projects. We also expect limited working capital
outflow in 2025, considering a lower share of acquisitions lowering
inventory build ups for technical transfers. However, we think that
the company's ability to sustain a positive FOCF despite current
issues demonstrates its ability to manage its day-to-day operations
without relying on debt funding, which should enable Cheplapharm to
finance its transformational plan and rebound gradually over the
next 12-18 months.

"The stable outlook reflects our forecast that Cheplapharm's
operating performance will remain resilient despite more pressure
on margin evolution in 2025, marking the beginning of its
transformational plan. There will be a transitional period in which
our S&P Global Ratings-adjusted EBITDA margin will be about 44% and
S&P Global Ratings-adjusted leverage will be about 7.0x-7.5x in
2025.

"Our forecast considers that the company will temporarily
prioritize its operational transformational plans over acquisitions
until issues are resolved and the margin improves. However, we
anticipate that Cheplapharm will continue to generate significant
annual FOCF of at least EUR200 million-EUR250 million over the next
12-18 months.

"We could lower the rating if we observe a material deterioration
in Cheplapharm's operating performance, with the company's
trajectory of deleveraging following the peak in leverage that we
forecast for year-end 2025. This would include annual FOCF of below
EUR200 million and funds from operations (FFO) cash interest
coverage declining to below 2.0x. This would most likely occur if
there were prolonged supply issues and an inability to successfully
integrate recently acquired assets.

"We could consider an upgrade if the company's transformational
program is successful, and it is able to seamlessly integrate newly
acquired products and to improve its scale and product diversity.
This would most likely occur if the company continued to apply a
disciplined acquisition strategy. Under this scenario, we would
expect Cheplapharm to restore past profitability and cash flow
conversion, in line with historical trends, while improving its
debt to EBITDA below 5.0x."

S&P's upside scenario comprises the following triggers:

-- An S&P Global Ratings-adjusted EBITDA margin comfortably in the
50%-55% range;

-- FOCF sustainably exceeding EUR250 million; and

-- An adjusted debt-to-EBITDA ratio below 5.0x.


ENVALIOR: S&P Affirms 'B-' Long-Term ICR on Improving Earnings
--------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Envalior's holding company, Envalior Finance GmbH. At the same
time, S&P affirmed its 'B' issue rating on its senior secured
loans.

The stable outlook indicates that S&P expects integration synergies
and modest volume growth to underpin a gradual recovery in
Envalior's EBITDA over the next 12 months. As a result, adjusted
debt to EBITDA should improve to 9.5x-10.5x (about 9.5x excluding
PECs) in 2025.

Envalior posted lower-than-expected EBITDA recovery in 2024 and
leverage remains elevated. The company bottomed out from
exceptionally low performance in 2023 when its operations were
sharply depressed by low demand, destocking, and high energy
prices, accompanied by temporary arbitrage imports from Asia. In
the first nine months of 2024, sales volumes increased by roughly
8%, especially in specialty materials (13%) and intermediates
(15%). However, volume growth and price in performance materials
(volume up 3% and sales down 7.6%) fell short of S&P's expectation
due to subdued demand in key automotive markets and normalization
in margins. Moreover, capacity utilization at the company's Antwerp
plant was still not sufficient to turn EBITDA positive in the
intermediates segment. Imports of polyamide (PA6) base resins
increased temporarily in second quarter-2024 due to a raw material
(sulphur) shortage in Europe, which was resolved in the third
quarter.

S&P said, "We understand that the purchase price under Envalior's
agreement with its main long-term supplier has remained in line
with the market price so far in 2024, and the margin has improved
from the squeezed level last year. However, the offtake volume from
the supplier has not reduced enough to boost Envalior's own
production as we expected, leading to still negative EBITDA in the
intermediates business. We now forecast S&P Global Ratings-adjusted
EBITDA will reach about EUR310 million in 2024, below our previous
forecast of EUR350 million-EUR400 million. As a result, we
anticipate that leverage will improve, but remain elevated in 2024
with S&P Global Ratings-adjusted debt to EBITDA of nearly 13x
(about 12x excluding PECs). We note that the quality of Envalior's
earnings has improved, with the company's one-off adjustments
falling to a total of about EUR40 million in 2024 based on our
estimate from about EUR130 million in 2023, which we do not add
back into our adjusted EBITDA calculation.

"We expect continual deleveraging in 2025-2026 based on a moderate
increase in EBITDA, mainly stemming from integration synergies and,
to a lesser extent, from gradually improving market demand. The
integration has been on track and Envalior has re-confirmed a total
of more than EUR200 million synergies, of which 80% are cost
synergies. The company expects to see a generally evenly spread
realization of the synergies over 2024-2026, or EUR60
million-EUR70million in addition per year, forming the main driver
for EBITDA increases in our forecast for 2025-2026. We expect
Envalior's sales growth to remain broadly in line with global GDP
growth in 2025, driven by about 3% volume growth, while price and
input costs remain roughly stable. We expect the automotive end
market (where Envalior generates about 48% of gross margin) to be
flat or slightly up, in line with auto production growth, and a
better growth momentum in electrical and electronics (E&E; 17% of
group gross margin). We note that about 19% of group sales are
generated in China, so Envalior should also benefit from the
country's slower, but gradual economic recovery. We forecast EUR380
million-EUR420 million S&P Global Ratings-adjusted EBITDA in 2025
and further up to EUR475 million-EUR525 million in 2026, with debt
to EBITDA improving to 9.5x-10.5x (about 9.5x excluding PECs) in
2025 and further down to 8.0x-8.5x (below 8x excluding PECs) in
2026. Funds from operations (FFO) interest coverage will strengthen
to 1.3x-1.5x in 2025 and 1.8x-2.0x in 2026."

Solid liquidity buffer, long-dated maturity, and improving FOCF
support the rating. Envalior exhibited solid liquidity in September
2024 with EUR280 million cash on the balance sheet and EUR298
million available under its revolving credit facility (RCF) due in
October 2029, which the company does not expect to change during
the fourth quarter-2024. The term loans are due in March 2030.
Although we expect unadjusted FOCF to be negative EUR55
million-EUR65 million in 2024, given lower-than-expected EBITDA and
high interest costs, we forecast it to turn comfortably positive in
2025, supported by higher EBITDA, well controlled capital
expenditure (capex) at about EUR80 million, and a maintained focus
on cost efficiency and working capital management.

The still loss-making intermediates business highlighted that
Envalior's polymerization plant in Antwerp is running below
capacity and is vulnerable to low demand and high energy prices in
Europe. Demand remains relatively slow and energy prices are still
relatively high in Europe, which makes Envalior's PA6 base resin
business vulnerable to competition from imports from low-cost
regions like China. Imports might occasionally increase when an
arbitrage window opens, as S&P saw in 2023 and 2024. In addition,
the long-term agreement with the main caprolactam supplier will
continue to weigh on capacity utilization and margins, compared
with Envalior's own production. That said, the effect is much
smaller than it was in 2023, during the energy price spike.
Volatility in earnings and margins will remain, given the
commodity-style nature of the intermediates products. That said,
the majority of PA6 base resins serve a captive use and are
backward integrated.

S&P still expects the company's business to benefit from favorable
growth prospects driven by wider secular trends, including electric
vehicle (EV) penetration, despite the temporary slowdown. Envalior
has a strong presence in applications linked to e-mobility and
light-weighting in auto, proliferation, and miniaturization of
connected devices in E&E. It has the potential to grow faster than
GDP because of wider secular trends. For example, EVs use more
polymers per vehicle, so we expect an increase in demand for the
polymers used for EVs and the infrastructure surrounding EVs, such
as charging points. As demonstrated by the good growth momentum in
2024, E&E expansion could be spurred by 5G networks and
digitalization, as well as by increased use of plastics instead of
metals because of demand for light weighting and products that have
a lower carbon dioxide footprint.

S&P said, "The stable outlook indicates that we expect a gradual
recovery in EBITDA over the next 12 months driven by integration
synergies and modest volume growth. As a result, adjusted debt to
EBITDA should improve to 9.5x-10.5x (9x-10x excluding PECs) and FFO
interest coverage to 1.3x-1.5x in 2025. We also expect the company
to maintain a comfortable liquidity buffer with a long-dated
maturity profile, and FOCF to turn positive in 2025."

S&P could lower the rating if:

-- FOCF remains negative without any prospects for a swift
recovery, and this leads to a considerable weakening in liquidity;
and

-- FFO interest coverage fails to improve to above 1.2x in the
next 12 months.

S&P could raise the rating if:

-- Leverage improves rapidly so that adjusted debt to EBITDA is
below 8x (below 7.5x excluding PECs);

-- FFO interest coverage strengthens to above 2x; and

-- The company maintains positive FOCF.




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

BAIN CAPITAL 2024-3: S&P Assigns B- (sf) Rating to Class F Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Bain Capital Euro
CLO 2024-3 DAC's class X to F European cash flow CLO notes. At
closing, the issuer also issued unrated class M and subordinated
notes.

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

The portfolio's reinvestment period will end 4.6 years after
closing, while the non-call period will end 1.5 years after
closing.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,755.20
  Default rate dispersion                                 509.49
  Weighted-average life (years)                             4.85
  Obligor diversity measure                               157.79
  Industry diversity measure                               22.59
  Regional diversity measure                                1.14

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          0.50
  Actual 'AAA' weighted-average recovery (%)              36.73
  Actual weighted-average coupon (%)                       6.76
  Actual weighted-average spread (net of floors; %)        3.95

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is 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 EUR400 million target par
amount, the covenanted weighted-average spread (3.85%), the
covenanted weighted-average coupon (5.00%), the covenanted
portfolio weighted-average recovery rates for 'AAA' rated notes and
target weighted-average recovery rates for all other rated 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 18, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the 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, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.

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

" transaction's legal structure and framework is bankruptcy remote.
The issuer is a special-purpose entity that meets our criteria for
bankruptcy remoteness.

"Our credit and cash flow analysis show that the class B-1 to E
notes benefit from cushions between the break-even default rate
(BDR) and the scenario default rates that we would typically
consider to be in line with higher ratings than those assigned.
However, as the CLO is still in its reinvestment phase, during
which the transaction's credit risk profile could deteriorate, we
have capped our ratings on the notes. The class X, A-1, A-2, and F
notes can withstand stresses commensurate with the assigned
ratings.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class X
to F 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 have also included the
sensitivity of the ratings on the 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 regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its benchmark for the sector.

For this transaction, the documents prohibit assets from being
related to certain obligors, including but not limited to the
following: one whose revenues are more than 1% derived from sale or
extraction of thermal coal or coal based power generation; one
whose revenues are more than 10% derived from sale or manufacturing
of civilian weapons or firearms, non-sustainable palm oil
production, tar sands transportation, trade in endangered or
protected wildlife, the speculative extraction of oil and gas from
tar sands, and arctic drilling. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and S&P's ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities.

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

  X       AAA (sf)      3.00      N/A     Three/six-month EURIBOR
                                          plus 0.98%

  A-1     AAA (sf)    248.00     38.00    Three/six-month EURIBOR
                                          plus  1.30%

  A-2     AAA (sf)      8.00     36.00    Three/six-month EURIBOR
                                          plus 1.80%

  B-1     AA (sf)      26.80     26.80    Three/six-month EURIBOR
                                          plus 2.10%

  B-2     AA (sf)      10.00     26.80    5.10%

  C       A (sf)       23.20     21.00    Three/six-month EURIBOR
                                          plus 2.55%

  D       BBB- (sf)    28.00     14.00    Three/six-month EURIBOR
                                          plus 3.85%

  E       BB- (sf)     18.00      9.50    Three/six-month EURIBOR
                                          plus 6.45%

  F       B- (sf)      12.00      6.50    Three/six-month EURIBOR
                                          plus 8.37%

  M       NR            0.10       N/A    Variable
   
  Sub     NR           26.55       N/A    N/A

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

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


INDIGO CREDIT II: S&P Assigns B- (sf) Rating to Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Indigo Credit
Management II DAC's class X to F notes. At closing, the issuer also
issued unrated subordinated notes.

The portfolio's reinvestment period will end approximately two
years after closing, while the non-call period will end one year
after closing.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,466.35
  Default rate dispersion                                 573.20
  Weighted-average life including reinvestment (years)      4.88
  Obligor diversity measure                                95.83
  Industry diversity measure                               22.82
  Regional diversity measure                                1.27

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  'AAA' weighted-average recovery (%)                      37.76
  Actual weighted-average coupon (%)                        4.70
  Actual weighted-average spread (net of floors; %)         3.88

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

Rating 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 covenanted weighted-average spread (3.88%),
and the covenanted weighted-average coupon (3.75%) as indicated by
the collateral manager. We have assumed the actual weighted-average
recovery rates at all rating levels. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

"Until the end of the reinvestment period on Jan. 15, 2027, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and 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
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings.

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class X
to F 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 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 exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, but not limited to the following:
controversial weapons, pornography or prostitution, payday lending,
predatory lending, and production of tobacco or tobacco products.
Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, we have not made any specific
adjustments in our rating analysis to account for any ESG-related
risks or opportunities."

  Ratings

                     Balance
  Class  Rating*   (mil. EUR)   Sub (%)   Interest rate§

  X      AAA (sf)     3.00       N/A      Three/six-month EURIBOR

                                          plus 0.75%

  A      AAA (sf)   248.00     38.00      Three/six-month EURIBOR
                                          plus 1.20%

  B      AA (sf)     42.00     27.50      Three/six-month EURIBOR
                                          plus 2.10%

  C      A (sf)      26.00     21.00      Three/six-month EURIBOR

                                          plus 2.65%

  D      BBB- (sf)   28.00     14.00      Three/six-month EURIBOR
                                          plus 3.50%

  E      BB- (sf)    18.00      9.50      Three/six-month EURIBOR
                                          plus 6.10%

  F      B- (sf)     11.00      6.75      Three/six-month EURIBOR
                                          plus 7.97%

  Sub. Notes  NR     29.80       N/A      N/A

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

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


INVESCO EURO I: Moody's Affirms B1 Rating on EUR12MM Class F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Invesco Euro CLO I Designated Activity Company:

  EUR41,200,000 Class B-R Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Mar 4, 2021 Assigned Aa1
(sf)

EUR26,400,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Mar 4, 2021
Assigned A1 (sf)

EUR25,600,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Baa1 (sf); previously on Mar 4, 2021
Assigned Baa2 (sf)

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

EUR214,400,000 Class A-1-R Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on Mar 4, 2021 Assigned Aaa
(sf)

EUR30,000,000 Class A-2-R Senior Secured Fixed Rate Notes due
2031, Affirmed Aaa (sf); previously on Mar 4, 2021 Assigned Aaa
(sf)

EUR22,400,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Mar 4, 2021
Affirmed Ba2 (sf)

EUR12,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed B1 (sf); previously on Mar 4, 2021
Upgraded to B1 (sf)

Invesco Euro CLO I Designated Activity Company, issued in December
2018 and refinanced in March 2021, is a collateralised loan
obligation (CLO) backed by a portfolio of mostly high-yield senior
secured European loans. The portfolio is managed by Invesco
European RR L.P. The transaction's reinvestment period ended in
January 2023.

RATINGS RATIONALE

The rating ugrades on the Class B-R, Class C-R and Class D-R notes
are primarily a result of the expected deleveraging of the Class
A-1-R and Class A-2-R notes (together the "Class A Notes") on the
next payment date in January 2025 following amortisation of the
underlying portfolio. As of November 2024, the issuer held a
significant amount of principal proceeds. As the CLO ability to
reinvest such principal proceeds is constrained by the reinvestment
criteria, Moody's expect that the majority of such proceeds will
instead be used in repayment of the senior Notes. The repayment of
a portion Class A Notes principal will have a positive effect of
the transactions over-collateralisation ratios.

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

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

Performing par and principal proceeds balance: EUR397,186,719

Defaulted Securities: EUR1,131,171

Diversity Score: 43

Weighted Average Rating Factor (WARF): 3233

Weighted Average Life (WAL): 3.65 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.09%

Weighted Average Coupon (WAC): 4.33%

Weighted Average Recovery Rate (WARR): 43.53%

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 incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

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

JAZZ PHARMACEUTICALS: S&P Upgrades ICR to 'BB', Outlook Stable
--------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on
Ireland–based Jazz Pharmaceuticals PLC to 'BB' from 'BB-' and its
issue-level rating on the company's senior secured debt to 'BB'
from 'BB-'.

S&P said, "The stable outlook reflects our expectation that Jazz
will continue to increase its revenue, generate strong free cash
flow, and typically maintain S&P Global Ratings-adjusted net debt
to EBITDA of below 4x despite its stated appetite for M&A. We
estimate the company has at least $3 billion of capacity for
incremental debt at the 'BB' rating, excluding the effects of any
acquired EBITDA."

The upgrade reflects Jazz's continued strong operating performance
and rapidly growing capacity for incremental debt. The company
continues to demonstrate solid execution with its products,
including recording its highest quarterly sales ever in September
2024. In addition, Jazz has continued to rapidly deleverage,
reducing its debt to EBITDA to 2.1x for the 12 months ended Sept.
30, 2024, from 4.8x as of the end of 2021 following its $7.2
billion acquisition of GW Pharma. The company has completed fewer
acquisitions than we expected and instead opted for more
partnerships in recent years, which enabled it to build its cash
balance. Although S&P believes Jazz is still actively pursuing
large acquisitions, it notes that it has over $3 billion of
incremental debt capacity at the current rating and do not expect
it will sustain leverage of more than 4x for a prolonged period.

Jazz has continued to strengthen its product portfolio and faces
few patent cliffs over the next five years. The recent approval of
Ziihera for the treatment of second-line biliary tract cancer has
provided the company with positive momentum; however, the receipt
of additional approvals in larger indications, including
gastroesophageal adenocarcinomas and breast cancer, and first-line
settings will determine whether the drug can achieve the $2 billion
of peak-sales potential management has cited. S&P said, "We also
expect Jazz will benefit from the recent positive read-outs
involving the use of Zepzelca, in combination with Roche’s
Tecentriq, for first-line maintenance of SCLC over the next several
years. We expect the FDA will set the Prescription Drug User Fee
Act (PDUFA) date for this indication in the next two quarters."
These developments in the company's oncology franchise complement
the continued expansion in the demand for its leading products
Xywav (sleep disorders) and Epidiolex (epileptic disorders), which
have both experienced 15% year-over-year increases in their sales
through the first three quarters of 2024.

Additionally, Jazz has only three products--Zepzelca, Vyxeos, and
Sativex--that it will lose exclusivity with prior to 2033. These
three products accounted for about 12% of the company's
year-to-date revenue and S&P expects their contribution will peak
at about 15% of its revenue prior to the loss of exclusivity. The
improved diversity of Jazz's business and the long period of patent
protection for its existing products reduce the potential for a
drastic drop in its EBITDA.

Recent court rulings related to Jazz’s sleep franchise improve
our expectation for sustainable increases in its revenue. The
company has experienced mixed results with its lawsuits against the
FDA and Avadel Pharmaceuticals PLC (not rated) related to its Xywav
product (sodium oxybate; approved for narcolepsy and idiopathic
hypersomnia [IH]). While Avadel’s Lumryz product maintains its
orphan drug exclusivity (ODE) and marketing authorization in
narcolepsy, along with Jazz’s Xywav, it must pay Jazz some
royalties. Additionally, Avadel has been prevented from marketing
Lumryz for IH, which we view as a potentially significant source of
growth for Xywav. We expect the company will maintain its market
share over two-thirds in the branded market for narcolepsy, due to
the combination of Xywav's safety profile and Jazz's incumbent
advantage, and expect it will benefit from a nearly 100% share of
sodium oxybate sales for IH until its ODE period expires (unless
Avadel’s appeal is successful).

S&P said, "Our ratings are constrained by our expectation for
significant acquisition spending and the uncertainty regarding the
company's ongoing litigation. Although Jazz announced in July 2024
that it will no longer report metrics related to its "Vision 2025"
long-term growth plan (which included a revenue target of $5
billion for 2025), we expect it will continue to seek leveraging
acquisitions while generally maintaining leverage of below 4x. The
company’s product pipeline is primarily focused on label
expansions of its currently marketed drugs and it has suffered
setbacks on multiple drug candidates over the last 12 months.

"Although the company faces several legal challenges, we think
it’s unlikely these cases will undermine the 'BB' rating. In
addition to Avadel’s appeal of the IH indication for Lumryz,
there are ongoing challenges facing Epidiolex’s patents and an
upcoming trial regarding allegations of anticompetitive practices
in Jazz's pricing and marketing of Xyrem. Under our base-case
forecast, we assume the company prevails against these challenges.
In addition, we believe litigation is common in the pharmaceuticals
industry and note that such cases infrequently reach the level of
materiality to influence our ratings. Moreover, given the company's
substantial financial cushion at the current rating, we currently
believe it’s unlikely that legal setbacks would lead us to
reevaluate the appropriateness of our rating and outlook.

"The stable outlook reflects our expectation that Jazz will
continue to increase its revenue, generate strong free cash flow,
and generally maintain S&P Global Ratings-adjusted net debt to
EBITDA of below 4x. While the company's leverage is currently low
for the rating and our base case assumes its leverage remains below
3x through 2025, our rating is limited by management’s stated
appetite for acquisitions to support its pipeline and longer-term
expansion.

"We could lower our rating on Jazz if we expect its S&P Global
Ratings-adjusted debt to EBITDA will rise above 4x repeatedly or
remain at that level for more than 12-18 months. This could occur
if the company undertakes larger-than-expected debt-funded
acquisitions, its sales of oxybate or Epidiolex decline
significantly, or it experiences a substantial adverse legal
ruling.

"We do not expect to raise our rating on Jazz over the next 12
months because we anticipate it will complete material acquisitions
to supplement its development pipeline that will increase its
leverage above 3x. Before raising our rating, we would need the
company to make a firm public commitment to sustain leverage of
below 3x and demonstrate a robust product pipeline that reduces its
need for inorganic growth."


PROVIDUS CLO I: S&P Affirms 'BB (sf)' Rating on Class E Notes
-------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Providus CLO I
DAC's class B-1, B-2, and B-3 notes to 'AA+ (sf)' from 'AA (sf)',
class C-1 and C-2 notes to 'AA (sf)' from 'A (sf)', and class D
notes to 'A (sf)' from 'BBB (sf)'. S&P also affirmed its 'AAA (sf)'
rating on the class A notes, its 'BB (sf)' rating on the class E
notes, and our 'B- (sf)' rating on the class F notes.

The rating actions follow the application of S&P's relevant
criteria and our credit and cash flow analysis of the transaction
based on the September 2024 trustee report.

Since the end of the reinvestment period in May 2022, the class A
notes have amortized to 81% of their initial size. As a result, the
credit enhancement has increased for the class A to E notes.

According to the September 2024 trustee report, all of the notes
are paying current interest, and all the coverage tests are
passing.

  Table 1

  Assets key metrics*

  Portfolio weighted-average rating            B
  'CCC' assets (%)                          3.10
  Weighted-average life (years)             2.95
  Obligor diversity measure                84.30
  Industry diversity measure               15.40
  Regional diversity measure                1.30
  Total collateral amount (mil. EUR)§     307.93
  Defaulted assets (mil. EUR)                  0
  Number of performing obligors              115
  'AAA' SDR (%)                            55.12
  'AAA' WARR (%)                           36.60

*Based on the portfolio composition as reported by the trustee in
September 2024 and S&P Global Ratings' data as of November 2024.
§Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--Scenario default rate.
WARR--Weighted-average recovery rate.

  Table 2

  Liabilities key metrics

          Current   Current credit enhancement
          amount    (based on the September     Credit enhancement
  Class  (mil. EUR)  2024 trustee report) (%)   at closing (%)

  A        164.26            46.70                  42.0
  B-1       18.50             30.0                 27.40
  B-2       15.00             30.0                 27.40
  B-3       17.75             30.0                 27.40
  C-1       12.25            22.80                  21.0
  C-2       10.00            22.80                  21.0
  D         19.00            16.60                 15.60
  E         18.75            10.50                 10.20
  F          9.50             7.40                  7.50

Credit enhancement = [performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)] / [performing balance +
cash balance + recovery on defaulted obligations (if any)].

S&P said, "Our standard cash flow analysis indicates that the
available credit enhancement levels for the class B-1 to F notes
are commensurate with higher ratings than those assigned. For these
classes, we considered that the manager may still reinvest
unscheduled redemption proceeds and sale proceeds from
credit-impaired and credit-improved assets. Such reinvestments, as
opposed to repayment of the liabilities, may therefore prolong the
note repayment profile for the most senior class.

"We have also considered the level of cushion between our
break-even default rate and scenario default rate for these notes
at their passing rating levels, as well as current macroeconomic
conditions, the classes' relative seniority, and their credit
enhancement levels. We therefore limited our upgrades on the class
B-1, B-2, B-3, C-1, C-2, and D notes below our standard analysis
passing levels, and affirmed our ratings on the class E and F
notes.

"Our credit and cash flow analysis indicates that credit
enhancement for the class A notes remains commensurate with a 'AAA
(sf)' rating. We therefore affirmed our rating on the notes."

Credit enhancement for the class F notes remains commensurate with
a 'B- (sf)' rating. S&P therefore affirmed its rating.

Counterparty, operational, and legal risks are adequately mitigated
in line with S&P's criteria.

Following the application of S&P's structured finance sovereign
risk criteria, it considers the transaction's exposure to country
risk to be limited at the assigned ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in its criteria.

Providus CLO I is a cash flow CLO transaction securitizing a
portfolio of primarily senior secured euro-denominated leveraged
loans and bonds issued by European borrowers. The transaction is
managed by Permira Credit Group Holdings Ltd. Its reinvestment
period ended in May 2022.


ROCKFORD TOWER 2019-1: S&P Assigns B- (sf) Rating to F-2-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Rockford Tower
Europe CLO 2019-1 DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R,
F-1-R, and F-2-R notes. At closing, the issuer already has
subordinated notes outstanding from existing transaction.

This transaction is a reset of the already existing transaction,
which S&P did not rate.

The ratings reflect S&P's assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,707.60
  Default rate dispersion                                 725.55
  Weighted-average life (years)                             4.17
  Weighted-average life (years,
  including reinvestment period)                            4.60
  Obligor diversity measure                               120.99
  Industry diversity measure                               24.41
  Regional diversity measure                                1.27

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           2.24
  Actual 'AAA' weighted-average recovery (%)               37.07
  Actual weighted-average spread (%)                        4.01
  Actual weighted-average coupon (%)                        3.62

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 4.6 years after
closing.

The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and senior
secured bonds. Therefore, S&P has conducted our 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, and the portfolio's covenanted weighted-average
spread (3.90%), covenanted weighted-average coupon (3.20%),
covenanted weighted-average recovery rates at the 'AAA' rating
level, and actual weighted-average recovery rates at other rating
levels. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Until the end of the reinvestment period on July 20, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

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

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

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the ratings are
commensurate with the available credit enhancement for the class
A-R, E-R, and F-1-R notes. Our credit and cash flow analysis
indicates that the available credit enhancement for the class
B-1-R, B-2-R, C-R, D-R, and F-2-R notes could withstand stresses
commensurate with higher ratings than those we have 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 assigned to the notes.

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

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-R to F-1-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-2-R notes."

The transaction securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and is managed by Rockford Tower Capital
Management LLC.

Environmental, social, and governance

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

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

  A-R      AAA (sf)     248.00 3mE + 1.34%      38.00

  B-1-R    AA (sf)       34.00 3mE + 2.10%      27.00

  B-2-R    AA (sf)       10.00 5.00%            27.00

  C-R      A (sf)        20.00 3mE + 2.65%      22.00

  D-R      BBB- (sf)     28.00 3mE + 3.65%      15.00

  E-R      BB- (sf)      22.00 3mE + 6.35%       9.50

  F-1-R    B+ (sf)        6.00 3mE + 7.61%       8.00

  F-2-R    B- (sf)        5.00 3mE + 8.58%       6.75

  Sub notes   NR        38.725 N/A                N/A

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




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

MERZ LEASING: Fitch Assigns 'B-' LongTerm IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned Merz Leasing Ltd (ML) a Long-Term Issuer
Default Rating (IDR) of 'B-', Short-Term IDR of 'B' and National
Long-Term Rating of 'BB-(kaz)'. The Outlooks on the Long-Term IDR
and National Long-Term Rating are Stable.

Key Rating Drivers

Recently Established Niche Franchise: ML is a small,
privately-owned leasing company operating mainly in Kazakhstan,
primarily focused on leasing of agricultural equipment. The
company's Long-Term IDR is based on its assessment of its
Standalone Credit Profile (SCP), which reflects its solid financial
metrics including adequate asset quality, sound profitability and
low leverage. Fitch views these as rating strengths. The Long-Term
IDR is constrained by ML's concentrated business model, small and
recently established franchise and limited funding
diversification.

Regulated Leasing Company: ML is registered and based in the Kazakh
Astana International Financial Centre and is regulated by the
Astana Financial Services Authority. It is subject to a range of
prudential requirements, including concerning capital adequacy,
liquidity coverage, concentration and market risks.

Strong Asset Quality; Unseasoned Portfolio: Since its establishment
in late 2020, ML's asset quality has been strong, underpinned by
broader state support for the agricultural sector, but also
benefiting from prudent underwriting policies. In Fitch's view, ML
is exposed to significant delinquency risk, typical for
agricultural lease portfolios, despite currently reporting very low
impairment levels. This risk is partly offset by a high proportion
of government-subsidised leases, increasing lessees' credit
discipline, but also by prudent down payments (around 20%-40%).

Profitable Business Model: ML's performance has been strong since
2021, supported by its wide net interest margin, adequate cost of
funding and low credit losses. Its profitability ratio, defined as
pre-tax income/average assets, averaged around 9.3% in 2021-2023,
reaching an annualised 11.7% in 1H24.

Strong Leverage; Small Capital Base: At end-1H24, ML's capital was
modest in absolute terms, equivalent to around USD20 million. Its
leverage ratio, defined as gross debt/tangible equity, was strong
at 0.7x at end-1H24, but Fitch expects ML's leverage to increase in
the medium term, reflecting its ambitious growth plans. ML has not
distributed any dividends since its inception and in its view,
shareholders are committed to maintaining leverage below the levels
covenanted in its loan agreements with banks, in particular a
covenanted liabilities-to-equity ratio of 3x or less (0.9x at
end-1H24).

Concentrated Funding Profile: ML is predominately funded by local
banks (57% of total borrowing as of end-9M24) and through
government funding (25%). Other funding sources include foreign
banks (13%) and trade credit lines from suppliers' and dealers'
(4%). Around 17% of total funding is in foreign currency, most of
which is unhedged, exposing the company to significant
foreign-currency risk. ML's liquidity is acceptable for the rating,
benefiting from a well-matched balance sheet and an adequate
unrestricted cash balance of KZT1.1 billion at end-1H24 (equivalent
of 16% of total funding).

RATING SENSITIVITIES

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

- Material asset quality deterioration, in particular if eroding
ML's capitalisation (and eroding the buffer above statutory capital
adequacy requirements) and ultimately compromising the viability of
ML's business model.

- A sustained increase in ML's leverage ratio (gross debt/tangible
equity) to above 5.0x.

- Any indication of refinancing challenges or weakened liquidity or
an uncured breach of funding covenants.

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

- A longer record of profitable operations and reduced exposure to
market risk, particularly foreign-exchange risk.

- Increased scale, leading to a strengthened franchise, improved
business and funding diversification, in conjunction with
maintaining adequate financial performance and adequate leverage.

Date of Relevant Committee

27-Nov-2024

ESG Considerations

ML has an ESG Relevance Score of '4' for Exposure to Social Impacts
due to its sizable exposure to the agricultural sector, which has a
negative impact on the credit profile, and is relevant to the
rating[s] in conjunction with other factors.

ML has an ESG Relevance Score of '4' for Governance Structure due
to a significant dependence in decision-making on the sole
shareholder, which has a negative impact on the credit profile, and
is relevant to the rating[s] in conjunction with other factors.

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

   Entity/Debt                Rating           
   -----------                ------           
Merz Leasing Ltd     LT IDR    B-       New Rating
                     ST IDR    B        New Rating
                     LC LT IDR B-       New Rating
                     Natl LT   BB-(kaz) New Rating



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

ROOT BIDCO: Fitch Lowers LongTerm IDR to 'B-', Outlook Stable
-------------------------------------------------------------
Fitch Ratings has downgraded Root Bidco S.a.r.l.'s (Rovensa)
Long-Term Issuer Default Rating (IDR) to 'B-' from 'B'. The Outlook
is Stable. Fitch has also downgraded Rovensa's senior secured debt
instrument rating to 'B-' from 'B'. The Recovery Rating is 'RR4'.

The downgrade reflects Rovensa's high debt burden, with EBITDA
gross leverage expected to remain above 6.5x over the next two
years and limited scope to reduce net debt amid high mandatory
expenditure, including cash interest, tax, maintenance capex and
some working capital. Rovensa's biosolutions business unit (around
80% of EBITDA) has sound growth prospects, with many agricultural
markets moving to more sustainable farming methods to improve the
quality of produce and yield. The group now has to deliver earnings
growth to achieve more sustainable financial metrics.

Key Rating Drivers

High Leverage, But Moderating: Fitch calculates end-2024 EBITDA of
EUR123 million (after treating leases as operating expense)
compared with gross debt of EUR1.2 billion, translating to EBITDA
gross leverage of 9.9x. Based on 7-8% revenue growth (blended rate
across Rovensa Next and Ascenza) and synergies from closer
integration of past acquisitions, Fitch estimates June 2025 (FY25)
EBITDA at EUR155 million and FY26 EBITDA at EUR174 million,
indicating EBITDA gross leverage of 6.8x at end-FY26 or net
leverage of 6.5x.

Little Absolute Debt Reduction: Despite a forecast improvement in
earnings, the step up of cash interest linked to higher base rates,
cash taxes and moderate capex of around EUR30 million absorb most
of the generated cash flow. After working capital and some
non-operational expenses amid restructuring efforts, Fitch expects
free cash flow (FCF) to be broadly neutral. As a result, Fitch does
not anticipate meaningful cash build up on the balance sheet ahead
of the refinancing.

Cost Optimisation in Focus: Rovensa is targeting around EUR36.5
million savings across selling, general and administrative expenses
to be achieved by June 2025. These include headcount reductions,
support functions, external services, travel expenses and marketing
efficiencies. The group has also closed three manufacturing sites.
Together EUR8.5 million was realised in FY24. In the rating case
Fitch has assumed that the group will be able to achieve EUR20
million of run-rate savings by June 2026, while assuming EUR5
million per year of non-operational, implementation costs.

Strong Growth in Biologicals: Food retail chains in developed
markets are increasingly setting maximum residue levels linked to
fertiliser and crop protection that are lower than legislated
standards. As a result, food production using integrated farming
methods is expanding, leading to more use of biological nutrients
and crop protection alongside traditional, chemical products and
digital solutions to facilitate more targeted application of
nutrients and crop protection. Fitch expects the biologicals market
to grow around 10% per year globally over the medium-term.

Meaningful Future Potential: There has been increasing adoption of
biologicals in Brazil, particularly for integrated pest control. In
the US, Mexico, Argentina and Europe, more farmers are adopting
biostimulants and biofertilisers in their protocols. Large markets
such as India and Africa remain largely undeveloped. Subsidy
schemes or agreed crop prices with pre-funding of input materials
would be required to change the landscape. India clearly wants to
reduce the use of nitrogen fertilisers to reduce greenhouse gas
emissions.

Broad Stakeholder Engagement Key: Regulatory approval processes can
be lengthy, particularly in Europe where for crop protection the
same regulation applies for chemicals and biological products.
Integrating new products into farming practices in a local context
for specific crops requires experience and training, including
field trials. As part of that process it is important to provide
the right type of data and technical expertise to distributors and
farmers that need to be convinced of the efficacy, affordability,
consistency and other product features.

Slow Recovery in Conventional: Global crop protection industry
volumes seem to have stabilised, with channel inventories now
closer to normal levels. However, the pricing environment remains
competitive, particularly in Latin America. Prices for various crop
commodities have continued to decline (whereas fruit and vegetables
targeted by Rovensa demonstrate comparatively lower price
volatility), reducing farmer income and hampering demand for input
materials. Changing weather conditions impact the growing season,
irrigation and pest control requirements from year to year.

Derivation Summary

Fitch compares Rovensa with private equity-owned specialty chemical
producers Nouryon Holding B.V. (Nouryon, B+/Stable) and Italmatch
Chemicals S.p.A. (B/Stable).

Rovensa's bio-solutions business provides robust medium-term growth
prospects and the group has strong EBITDA margins (in weak market
conditions like 2023/24 high-teens; otherwise at or above 20%).
Those characteristics also apply to Nouryon, a company that is much
larger with EBITDA above USD1 billion, much wider product
diversification across non-industrial sectors and more balanced
geographic diversification across Europe, Americas and
Asia-Pacific. Rovensa's major earnings are from Europe, Brazil and
Mexico. Nouryon also has lower EBITDA gross leverage at around 5.5x
compared to Rovensa with above 7.5x expected for FY25.

Italmatch has similar scale to Rovensa. Its product focus is on
specialty chemicals including performance additives, lubricants and
flame retardants for a range of end-markets with EBITDA margins in
the mid-teens. The business risk profile is incrementally weaker
than Rovensa, but leverage is more moderate in a range of 6.0-6.5x
for 2024 and 2025.

Key Assumptions

- Revenue growth of 7-8% over FY25 and FY26 reflecting robust
growth in the bio-solutions market and slow recovery in more
traditional crop protection

- Average EBITDA margin between 20%-21% over FY25 and FY26,
including the benefit of the cost optimisation programme

- No acquisitions over the medium term

- Capex of EUR29 million in FY25 and EUR31 million in FY26

- Non-operational expenditure of EUR5 million for FY25 and FY26 to
facilitate implementation of the cost optimisation programme

- No dividends

Recovery Analysis

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

Fitch uses a GC EBITDA of EUR120 million, which assumes a slowdown
in demand growth and increasing competition that is mitigated by
cost efficiencies.

An enterprise value (EV) multiple of 5.5x EBITDA is applied to the
GC EBITDA to calculate a post re-organisation EV.

Rovensa's EUR165 million revolving credit facility (RCF) and EUR55
million local opco facilities in LatAm are assumed to be fully
drawn. The EUR1,027.5 million of Term Loan B (TLB) tranches rank
equally with the RCF and other liquidity lines.

Fitch assumes that Rovensa's factoring programme would be replaced
by a super-senior facility.

After deducting 10% for administrative claims, its analysis
generated a waterfall-generated recovery computation (WGRC) in the
'RR4' band, indicating a 'B-' TLB rating. The WGRC output
percentage on current metrics and assumptions is 43%.

RATING SENSITIVITIES

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

- Slower than expected market recovery leading to EBITDA gross
leverage remaining above 7.5x by end-FY26

- Negative free cash flow leading to reducing liquidity buffer over
the next 12-18 months

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

- Earnings growth leading to EBITDA gross leverage below 6.5x on a
sustained basis

- FCF margin above 2.5%

Liquidity and Debt Structure

As of end-September 2024, the group had EUR75 million of cash and
cash equivalents and EUR89.7 million available under its syndicated
committed revolving credit facility (maturity in March 2027). In
addition, the group has EUR22 million undrawn opco facilities in
LatAm with availability of more than one year. Fitch expects the
business to be broadly FCF neutral over the financial years to June
2025 and June 2026. As a result, the group is funded until
end-2026.

Issuer Profile

Rovensa develops, manufactures and markets bio-solutions and crop
protection for responsible and sustainable agriculture management
for higher-value crops. Rovensa Next is a leading business for
bio-nutrition, bio-control and products that enhance efficacy and
consistency of applied bio-solutions and crop protection.

Summary of Financial Adjustments

- Depreciation of right-of-use assets of EUR10.4 million and
lease-related interest expense of EUR2.3 million reclassified as
cash operating costs. Lease liabilities of EUR24.5 million removed
from financial debt.

- Use of EUR83.7 million factoring added to financial debt. A
working capital inflow of EUR37.2 million was added to the cash
flow statement, reflecting the year-on-year change of the factoring
balance. Factoring interest of EUR6.9 million reclassified as
interest paid.

- Shareholder loans excluded from financial debt.

- Non-recurring expenses of EUR20.7 million moved out of operating
cash flow and into investing activity. Capitalised internal R&D
costs of about EUR7 million deducted from EBITDA.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt              Rating        Recovery   Prior
   -----------              ------        --------   -----
Root Bidco S.a.r.l.   LT IDR B- Downgrade            B

   senior secured     LT     B- Downgrade   RR4      B



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

ENSTALL GROUP: Moody's Affirms B3 CFR, Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Ratings affirmed Enstall Group B.V.'s ("Enstall" or "the
company") B3 corporate family rating and B3-PD probability of
default rating. Concurrently, Moody's affirmed the B3 instrument
ratings of the existing $375 million backed senior secured first
lien term loan due 2028 and the $100 million backed senior secured
revolving credit facility (RCF) due 2026. The backed senior secured
first lien term loan and the RCF are both issued by Enstall and
co-borrowed by Enstall Finance, LLC. The outlook was changed to
negative from stable.

RATINGS RATIONALE

The outlook change to negative reflects the prolonged softness in
Enstall's end markets, which Moody's forecast to continue longer
than Moody's previous expectations; weak credit metrics outside the
guidance for a B3 rating also in 2025 as well as weak liquidity.
The rating action further takes into account the credit positive
nature of Schletter's acquisition expected to close by year end
2024, which is deleveraging, supports liquidity and signals
shareholder and creditor support for Enstall. However this is
insufficient to counterbalance the negative industry trends. The
rating action is also based on Moody's expectation that Enstall
will have access to additional RCF capacity in the near term.

Enstall's operating performance year-to-date September 2024 was
weak. The company reported 46% revenue decline to EUR342 million
and 66% company-adjusted EBITDA decline to EUR66 million in the
first nine months of 2024 compared to the same period in 2023. This
resulted in Moody's-adjusted gross leverage at 11x as of September
2024 versus 4.5x as of December 2023. Enstall's results were mainly
burdened by softness in the solar industry with significantly lower
installation volumes in 2024 as well as some distributor
destocking. Both interest rates remaining higher for longer and
energy prices staying at lower levels than record highs after the
Russian invasion of Ukraine make solar projects less profitable.
Regulatory uncertainty further weakened demand and shows the
inherent high volatility in the industry with low predictability of
near-term demand. These factors led to weakening liquidity for
Enstall with restricted access to RCF and weak FCF generation
burdened by around EUR100 million interest rate bill post EUR535
million dividend recapitalization in July 2023 and around EUR20
million mandatory annual term loan B (TLB) prepayments.

The solar market is only gradually recovering from the March 2024
trough with the pace of recovery below Moody's previous
expectations. Furthermore, there is higher regulatory uncertainty
in Enstall's main solar end markets. In the Netherlands net
metering laws for solar were abolished in the summer of 2024,
Germany is preparing for new snap elections in February 2025, while
the new administration in the US injects greater policy uncertainty
and the risk of higher inflation and slower interest rate cuts.
Moody's expect these factors to increase the overall uncertainty in
the industry and dampen demand, while customers are getting
accustomed to the new environment. Hence, Moody's expect only
gradual recovery with faster pace towards the second half of 2025
and metrics outside Moody's guidance for the B3 CFR in 2025 as
well.

On the other hand, Enstall agreed to acquire the German peer
Schletter on July 31, 2024 with expected closing by year end 2024.
The acquisition will significantly increase the company's scale,
improve its geographical diversification and expand its product
offering. The deal will be financed by Enstall shares offered to
Schletter shareholders and the drawing of EUR187 million under the
delayed draw term loan (DDTL), EUR50 million of which will support
liquidity, which shows creditor support. Furthermore, the
transaction will reduce leverage, as Schletter's current
shareholders will become minority shareholders by receiving
Enstall's shares. The transaction is credit positive for Enstall,
but insufficient to counterbalance the weak operating performance,
as Schletter is suffering from the same industry dynamics.

The B3 CFR also reflects the positive mid-term trends in Enstall's
end markets, as electricity generation and the share of solar in
the mix is expected to increase; the largely underpenetrated
markets for residential solar installations; Enstall's leadership
market positions and high margins with relatively low pricing
pressure, whose resilience supported the company in the downturn
and the company's asset-light business model supporting FCF
generation. The B3 CFR is also constrained by the company's short
track record at current scale; fast growth with transformative
acquisitions and potential for further debt-funded M&A; focused
product offering and some degree of concentration and complexity in
its go-to-market channels.

LIQUIDITY

Enstall's liquidity is weak. It is supported by the company's EUR46
million cash as of September 2024 as well as EUR50 million and $100
million RCFs maturing in August 2026. Enstall has currently drawn
the full amount available without triggering the springing covenant
on the RCFs (35% or around EUR50 million). There is no headroom to
the springing covenant as of September 2024 (8.8x versus 5.5x
covenant). Moody's expect covenant net leverage to be above
springing covenant test level in the near term.

Moody's expect negative FCF generation in the next 12-18 months on
the back of slower operating performance and burdened by the EUR100
million interest payments and EUR20 million mandatory TLB
pre-payments p.a. That said, the company has some capacity for cash
inflow from releases of working capital. Moody's expect Enstall to
draw EUR187 million under the DDTL for the Schletter acquisition,
EUR50 million of which will support liquidity. Moody's base case
expectation is that Enstall will have access to additional RCF
capacity in the near term.

ESG CONSIDERATIONS

Governance considerations have been a primary driver of this rating
action reflecting both Enstall's highly leveraged capital structure
post a dividend recapitalization in 2023 and Enstall's aggressive
liquidity management with limited RCF availability in a
fundamentally volatile industry.

RATIONALE FOR NEGATIVE OUTLOOK

Moody's expect that Enstall's Moody's-adjusted gross leverage will
remain above 7.0x in 2025 with negative free cash flow generation
also including mandatory debt pre-payments. This will be driven by
the prolonged softness in Enstall's end-markets with Moody's
expectation of only a gradual recovery towards the end of 2025.

Moody's also expect gradually improving liquidity profile and both
shareholder and creditor support if needed during the transitionary
period in Enstall's end markets. Continued limited access to the
RCF in the near term will put significant pressure on the B3 CFR.

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

Positive pressure on the ratings could arise from continued growth
resulting in Moody's-adjusted debt/EBITDA declining sustainably
towards 5.0x as well as Moody's-adjusted EBITA/Interest Expense
increasing above 2.0x also taking into account the company's
acquisition strategy. An upgrade would reflect continued high EBITA
margins and meaningful free cash flow generation throughout the
solar industry demand cycles as well as an adequate liquidity
profile.

The ratings could come under downward pressure as the result of
materially deteriorating underlying performance leading to topline
or margin pressure or an aggressive debt-funded acquisitions. This
would result in leverage remaining above 7.0x or Moody's-adjusted
EBITA/Interest Expense remaining significantly below 1.5x. Negative
free cash flow or weakening liquidity or other signs of
unsustainable capital structure could also pressure the rating. An
inability to continue to integrate acquisitions well could also
weigh on the rating.

STRUCTURAL CONSIDERATIONS

The $375 million backed senior secured first lien term loan and
$100 million RCF ratings are aligned with the CFR at B3. The
guarantor coverage and security package are relatively
comprehensive, but Moody's also note the asset-light nature of the
business. Enstall's capital structure also includes EUR600 million
TLB maturing in 2028, EUR50 million RCF as well as EUR200 million
DDTL (all unrated).

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

Headquartered in Amsterdam, Netherlands, Enstall designs, develops
and distributes solar mounting solutions predominantly for the
Dutch and US residential end markets, but also increasingly for the
commercial & industrial (C&I) market. The company is owned by funds
advised by private equity company Rivean Capital (formerly known as
Gilde Buy Out Partners) and Blackstone, both holding an equal stake
alongside management (16%). For the last twelve months ended
September 2024, Enstall reported revenues of EUR480 million and an
EBITDA of EUR103 million (as per covenant calculation, adjusted by
Enstall for extraordinary items).

Pro forma for the Schletter acquisition, the company's scale will
increase to around EUR700 million, Enstall will enter the ground
mount solar market and expand its presence in Germany. Avenue
Capital Group and Robus Capital Management will become minority
shareholders in the new group.



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

HURTIGRUTEN NEWCO: Moody's Cuts CFR to Ca, Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Ratings has downgraded Hurtigruten NewCo AS (Hurtigruten or
the company) long term corporate family rating to Ca from Caa2 and
its probability of default rating to Ca-PD from Caa2-PD. At the
same time, Moody's downgraded to C from Ca the rating of the backed
senior unsecured term loan (holdco facility) due February 2029
borrowed by the company. Moody's also downgraded to C from Caa1 the
guaranteed senior secured term loan B due September 2027 and to
Caa1 from B1 the guaranteed super senior secured term loan A due
June 2027, both borrowed by the company's immediate subsidiary
Hurtigruten Group AS. Finally, Moody's downgraded to Caa2 from B3
the rating of the backed senior secured notes due February 2025
issued by Hurtigruten's indirect subsidiary Explorer II AS.

The outlook for all entities was changed to negative from stable.

RATINGS RATIONALE      

Moody's downgraded the ratings after the company announced plans
for a recapitalisation likely to cause significant losses for its
creditors. Moody's expect the planned recapitalisation to conclude
in early 2025. Should it proceed, Moody's will consider it a
distressed exchange, equating to a default by Moody's definition.

As part of the recapitalisation, the company plans to separate the
Norwegian cruise business (HRN) from the expeditions business (HX).
The recapitalisation will see approximately EUR1 billion of debt
written off and around EUR550 million of debt either refinanced or
converted into new financial instruments. As a result, Hurtigruten
aims to reduce its total debt from about EUR1.8 billion to roughly
EUR800 million. The restructuring will distribute this remaining
debt across HRN and HX and inject approximately EUR110 million and
approximately EUR140 million of new funds into the two entities.
This sum includes EUR50 million of interim financing already
secured by Hurtigruten, ensuring sufficient liquidity for the
company as it undertakes the restructuring process scheduled for
January 2025.

STRUCTURAL CONSIDERATIONS

Moody's rate Hurtigruten's:

-- EUR292 million outstanding super senior facility due June 30,
2027 borrowed by Hurtigruten Group AS. The Caa1 rating on this
facility is three notches above Hurtigruten's Ca CFR. This reflects
the facility's super senior position in the capital structure and
priority claim over significant collateral value, leading to a low
loan-to-value (LTV). This facility will be upsized to EUR315
million and refinanced at face value in the HRN business.

-- EUR255 million outstanding senior secured notes due 2025 issued
by Hurtigruten's indirect subsidiary Explorer II AS. The Caa2
instrument rating is two notches above the Ca CFR. This reflects
security over vessels bearing a high collateral value relative to
the amount outstanding. The senior secured notes also benefit from
a guarantee provided by Hurtigruten Group AS. After the planned
recapitalisation, the company will amend and restate the notes at
full face value into the newly separated expeditions business, HX.

-- EUR345 million senior secured facility due September 30, 2027
at Hurtigruten Group AS's level. The C rating on this facility
reflects the second ranking over the same collateral as provided to
the super senior facility, leading to a higher LTV than for the
senior secured notes. This facility will be converted into 2.5%
equity in HRN with an additional 2.5% equity in HRN offered as an
Early Bird Fee, and Moody's expect zero recoveries post
recapitalisation.

-- EUR667.58 million holdco facility due February 2029 at
Hurtigruten NewCo AS level. The C rating on this facility is one
notch below Hurtigruten's Ca CFR. This reflect the subordinated
ranking of the facility and the limited collateral coverage. This
facility will be liquidated post recapitalisation and Moody's
expect zero recoveries.

OUTLOOK

The negative outlook reflects the likelihood of the upcoming
distressed exchange, equating to a default by Moody's definition.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Hurtigruten's Credit Impact Score (CIS) is 5. The CIS mainly
highlights governance issues, as Hurtigruten has adopted aggressive
financial policies, showing a tolerance for high leverage and tight
liquidity, which worsen with ongoing underperformance. Compared to
other cruise companies, Hurtigruten's exposure to environmental and
social risks has a relatively minor impact on its credit quality
and aligns with the industry standard.

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

Moody's might upgrade the ratings if the entities, following the
planned recapitalisation, emerge with a sustainable capital
structure and adequate liquidity, in Moody's view.

Conversely, Moody's might downgrade the ratings if Hurtigruten's
liquidity position or operating performance worsens, its ability to
service its debt further declines, or if Moody's foresee greater
losses for debtholders than currently expected.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Hurtigruten is a Norwegian cruise ship operator that offers cruises
along the Norwegian coast, expedition cruises and land-based Arctic
experience tourism in Svalbard.



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

KRUK SA: Moody's Affirms 'Ba1' CFR, Outlook Remains Stable
----------------------------------------------------------
Moody's Ratings has affirmed KRUK S.A.'s (KRUK) Ba1 corporate
family rating and its Ba2 senior unsecured debt rating. The issuer
outlook remains stable.

RATINGS RATIONALE

The affirmation of the Ba1 CFR reflects several factors, notably a
re-assessment of the applicable operating environment within which
KRUK operates as a dedicated debt purchaser and debt collector, as
well as the company's strong performance against the backdrop of
the highly cyclical and challenging operating environment.

Similar to other debt purchasing and debt collection companies
KRUK's CFR is constrained by the operating environment score, which
Moody's have lowered for all rated debt purchasing companies to B1.
KRUK's applicable operating environment score was Ba3 previously.
The change reflects Moody's view that the sector is highly
cyclical, sensitive to the availability of nonperforming loans, and
affected by changes in collection patterns through economic cycles.
During periods of the credit cycle with high interest rates, access
to capital and cost of capital can represent material challenges as
the debt purchasing business is capital and technology intensive,
while low availability of nonperforming loan supply results in
highly competitive pricing, thus significantly affecting the
profitability of debt purchasers.

At the same time, the affirmation of the Ba1 CFR acknowledges
KRUK's strong and consistent profitability as compared to most of
its rated peers and its prudent financial policy as demonstrated by
moderate leverage and a sizeable equity cushion. KRUK benefits from
its strong market positions in Poland and Romania, both markets
with currently favourable market dynamics for debt purchasing
companies. Additionally, KRUK operates in Spain and Italy, markets
that are larger but also face more intense competition.

Moody's have introduced a one-notch positive adjustment to KRUK's
financial profile recognizing the company's track record of prudent
liquidity management. KRUK's financial policy focuses on stability
and growth, avoiding excessive leverage and aggressive dividend
payouts. A key differentiator is KRUK's public commitment to
repaying debt from cash flow generated by existing assets, without
relying on debt rollover, and refinancing maturities well in
advance. This prudent strategy, coupled with moderate dividend
payouts, highlights KRUK's dedication to financial stability,
adequate liquidity, and resilience, reducing refinancing risk
during unfavorable market phases.

The Ba2 rating of KRUK's senior unsecured notes reflects their
priorities of claims and asset coverage in the company's current
liability structure.

OUTLOOK                  

The outlook on KRUK is stable, reflecting Moody's expectation that
KRUK will maintain its solid financial performance, particularly
that the company's profitability and leverage metrics will remain
sound despite intense competition in the debt purchasing sector.

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

KRUK's CFR could be upgraded if the company sustains its
exceptionally strong profitability and prudent financial policy,
manages further growth while avoiding a substantial increase in
leverage, and improves and diversifies its funding profile.

An upgrade of KRUK's CFR would likely result in an upgrade of the
Ba2 senior unsecured rating or in case of changes in the liability
structure that would decrease the amount of debt considered senior
to the notes or increase the amount of debt considered junior to
the notes.

KRUK's CFR could be downgraded if the company's profitability and
leverage metrics significantly deteriorate. Furthermore, a
downgrade could be triggered by adverse changes to KRUK's prudent
financial policy. An additional downgrade trigger may arise from
rapid, predominantly debt-financed growth, as such expansion is
associated with a heightened risk of mispricing and resource
overextension.

A downgrade of KRUK's CFR would likely result in a downgrade of the
Ba2 senior unsecured rating.

PRINCIPAL METHODOLOGY

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



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

UZBEK GEOLOGICAL: S&P Assigns 'B' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Uzbek Geological Exploration JSC (UzGeoExploration).

The stable outlook reflects S&P's view that UzGeoExploration will
continue to enjoy solid contract backlog from the government and
state-owned mining enterprises and generate positive free operating
cash flow (FOCF) in 2024-2025.

S&P said, "Our assessment reflects UzGeoExploration's tiny size,
small scope, and diversity of operations, as well as customer
concentrations and below-average profitability.   The company
performs geological exploration and analysis for the Ministry of
Geology and Mining Industry (accounting for about 25% of revenue),
Navoi Mining and Metallurgical Complex (Navoi MMC; about 54% of
revenue), Almalyk Mining and Metallurgical Complex (Almalyk MMC;
about 16%) and other external clients in Uzbekistan. With $80
million of revenue in 2023, it is the by far the smallest rated
company in its sector, less than 10% the size of peers operating in
the geoseismic industry (Viridien and TGS ASA). The company's
expertise is limited to Uzbekistan, where it has a virtual
monopoly, but it lacks the international expertise and
technological advantages of larger international players.
UzGeoExploration's profitability is below the peer group average,
with adjusted EBITDA margins of just 15% (versus 27% for TGS),
because of non-commercial pricing for some of its contracts. As
such, UzGeoExploration's state contracts (25% of total revenues)
are priced with an implied margin of just 10%.

"Zero debt but limited free operating cash flow generation.   We
understand that UzGeoExploration currently has no financial debt,
and therefore nil leverage, which positively differentiates the
company from its peers. The company does not currently plan any
borrowings, but we understand that it occasionally uses short-term
facilities to cover its cash gaps during the year.

"That said, our overall view on UzGeoExploration's financial
profile is constrained by its cash flow generation, reflecting low
profitability, together with the relative capital intensity of the
business (relating to the need to import high-cost drilling
equipment). Accordingly, we view its capacity to generate free cash
flow as limited, at $4.0 million-$5.0 million (less than 40% of
adjusted EBITDA) per year in 2024-2025, under our base case.

"Liquidity is sufficient to support the company's operations,
albeit headroom is limited.   We view UzGeoExploration's liquidity
as less than adequate. This reflects the company's limited cash
generation, and lack of long-term contractually committed credit
lines. Furthermore, seasonal working capital needs are only
partially covered by customer prepayments, leading to intra-year
working capital volatility. Absent committed liquidity sources, the
company's liquidity position depends on the timely receipt of
payments from its customers, in our view."

Close ties with the domestic government support UzGeoExploration's
business.   Unlike its international peers, which are exposed to
volatility in the mining industry, UzGeoExploration has good
revenue visibility given its state-driven order backlog lasting
several years, and close-to-full capacity utilization. The company
operates under a mid-term program for geological exploration in the
country, run by the Ministry of Geology and Mining Industry. Risk
of the program scaling down is limited, given the country's
ambition to develop its mining resources, as metals exporters such
as Navoi MMC and Almalyk MMC are key contributors to the country's
state budget.

S&P thinks there is a moderate likelihood that the government will
provide timely and sufficient extraordinary financial support to
the company.   This view is based on:

-- A strong link with the government of Uzbekistan, given the
government is the largest customer (either directly or through
other GREs) and 100% owner. UzGeoExploration is integrated into the
framework of the Ministry of Geology and Mining Industry, which
undertakes major corporate decisions; and

-- Limited role within the wider Uzbek economy, which largely
reflects its small scale and potential replaceability by
international peers, and our view that a potential default of the
company would not affect any sector of the economy. Moreover, S&P
thinks there is low reputational risk for other state-owned
corporate borrowers in Uzbekistan or the sovereign itself, should
the company fall into financial distress.

S&P said, "We expect the government of Uzbekistan to retain its
control over the company even after the potential IPO. The
combination of the 'BB-' long-term local currency sovereign credit
rating on Uzbekistan, our 'b' stand-alone credit profile assessment
for UzGeoExploration, and our moderate assessment of potential
extraordinary support for the company does not lead us to apply any
uplift to the final rating on UzGeoExploration.

"The stable outlook reflects our view that UzGeoExploration will
continue to enjoy a stable contract backlog from the government and
state-owned mining enterprises for the rest of 2024 and in 2025.
The stable outlook also assumes that the company's free operating
cash flow will remain positive over the same period, while
liquidity sources cover uses by at least 1.0x at any point in
time."

Upside scenario

S&P views an upgrade as unlikely in the next 12 months, as it would
require a meaningful increase in scale and diversity, which is not
currently targeted by the management.

Downside scenario

S&P said, "We could lower the rating if the company's liquidity
deteriorated due to negative free operating cash flow or
higher-than-expected working capital outflows.

"We do not assume any debt in our base-case scenario. Any debt
increase would need to be backed by EBITDA and operating cash flow
growth, while not increasing pressure on liquidity, to support the
current rating. We view our adjusted debt to EBITDA of about 1x
commensurate with the current rating."




===========
S W E D E N
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SBB - SAMHALLSBYGGNADSBOLAGET: Fitch Keeps 'CCC+' IDR on Watch Neg.
-------------------------------------------------------------------
Fitch Ratings is maintaining SBB - Samhallsbyggnadsbolaget i Norden
AB's (SBB) Long-Term Issuer Default Rating (IDR) and its senior
unsecured debt rating, both 'CCC+', on Rating Watch Negative (RWN).


SBB's voluntary cash tender offer for its unsecured bonds maturing
in 2025, and voluntary exchange offer for various unsecured bonds
maturing between 2026 to 2029 at par, with unchanged coupons and
maturity dates, to a new intermediate holding company (SBB Holding)
is not considered as a distressed debt exchange (DDE), according to
Fitch's criteria.

Depending on which bondholders tender and exchange their bonds to
SBB Holding (i) the IDR of SBB is likely to be downgraded to
reflect its new subordination to group assets; and (ii) final
calculations of Fitch's recovery ratings of debt issued by SBB
Holding may change. Inheriting much of the group's assets and debt,
SBB Holding's IDR is unlikely to be lower than SBB's 'CCC+'.

Key Rating Drivers

Not a DDE: The announced bond tender and exchange is not considered
as a DDE by Fitch as the changes in terms and conditions of SBB's
bonds do not constitute a material reduction in the original terms.
Exchanged bonds will have a claim on the same assets (including
through SBB's guarantee), there is no reduction in principal, debt
maturities are not extended and interest coupons remain the same
(with some exceptions). Furthermore, the offers are not made to
avoid a default as SBB has liquidity to cover its 2025 bond
maturities.

Similar Senior Unsecured Terms: Senior unsecured 2025-maturing
bondholders are offered to tender their bonds for cash while 2026
to 2029 noteholders exchange their bonds at par and receive
instruments with a similar maturity date (one month earlier). The
new bonds will have the same coupons as existing instruments
(except floating-rate notes denominated in Swedish krona or
Norwegian krone and 2040 securities) and rank equally among
themselves. Bonds issued by both SBB and by SBB Treasury Oyj are
covered by the offer announced.

2025 Bonds Offered Cash: Bonds maturing in 2025 are not part of the
exchange offer and are instead tendered for cash (including payment
of accrued interest) at a price to be determined through a Dutch
auction. The tender will bring forward SBB's near-term debt
maturities. Fitch estimates that SBB had about SEK7 billion in
available liquidity pro forma for Sveafastigheter net proceeds and
an SEK2.5 billion asset-based lending facility signed in 4Q24. This
compares to SEK6.5 billion of 4Q24 and 2025 bond maturities.

Assets Held in New Subsidiary: The new subsidiary of SBB, SBB
Holding, holds most of the group's assets including the Nordiqus
joint venture equity stake owned with Brookfield. In total, assets
representing 91.8% of SBB's consolidated assets have been
transferred to this intermediate holding company. Its new bonds
will also be guaranteed by SBB. Any bondholders who remain in SBB
or in SBB Treasury Oyj will be structurally subordinated to
creditors in SBB Holding following the transaction.

Hybrids Offered Higher Ranking: SBB's euro-denominated hybrid
holders are offered to exchange their instruments for new
securities in SBB Holding, which will rank equally with new senior
unsecured debt but with an October 2029 maturity date. There is no
immediate impact on liquidity on SBB from the hybrid exchange offer
as SBB will not pay any accrued interest on the exchanged hybrids.
SBB's SEK1.5 billion hybrid is not included in the offer.

Hybrids Lose Equity Credit: SBB's exchange offer shows that SBB no
longer considers hybrids as a long-term part of its capital
structure. Fitch therefore no longer applies equity credit to the
hybrid bonds issued by SBB due to lack of permanence in accordance
with Fitch's "Corporates Hybrids Treatment and Notching Criteria".

Leverage Impact Discount Dependent: The final impact on SBB's
leverage from the loss of equity credit will depend on the share of
hybrids which accept the offer and the discount accepted to
quantify their new nominal value. At full acceptance, and a
discount of 50% or more, this would lead to no or a positive impact
on SBB's leverage, while a lower discount would increase SBB's
Fitch-calculated leverage.

Lower Unsecured Recoveries: The Recovery Ratings on new senior
unsecured instruments will be negatively affected by equal-ranking
debt instruments issued for exchanged hybrids. Fitch estimates
recoveries to be lower but remain within 'RR4'. The size of the
impact will depend on the share of hybrids exchanged and the
discount crystallised.

Change To Incurrence Covenants: The interest cover covenant of the
new instruments issued by SBB Holding will be on an incurrence
basis (tested upon debt incurrence and restricted payments to SBB)
rather than on a maintenance basis currently in SBB's existing
notes. The financial covenants will be calculated differently. The
new instruments will not have any cross-default provision for forms
of default at the parent company, and guarantor, SBB.

EofD Claim Continues: SBB continues to face the risk of an events
of default (EofD) if the UK high courts rule in favour of the
formal claim by a sole bondholder of an interest coverage covenant
breach tested in 2022. However, a final decision may not be reached
until end-1H25. In the last weeks, SBB has received letters from
more bondholders expressing intention to accelerate, which it
considers to be ineffective. Fitch understands that if
EofD-claiming bondholders migrate, they will not hold SBB bonds
when they appear in court in January 2025.

Derivation Summary

Fitch views SBB's Nordic property portfolio as stable, supported by
the education and community service properties' stable tenant base
with long-term indexed leases. This is tempered by the regional
location of some assets within SBB's portfolio.

Within the community service portfolio, Assura plc (A-/Negative)
builds and owns modern general practitioners' facilities in the UK,
with approved rents indirectly paid by the state National Health
Service and a similar 11.2 years weighted average unexpired lease
term (WAULT). Its portfolio is much smaller than SBB's at GBP2.7
billion (EUR3.2 billion). Reflecting Assura's community service
activities, its net initial yield as of September 2023 was 5.0%
versus SBB's 5.3% for its Nordic community service assets at
end-2023. Assura has a 99% occupancy rate and specific-use assets.
Assura's downgrade rating sensitivity to 'BBB+' includes net
debt/EBITDA greater than 9x.

The smaller, but community service-akin Civitas Social Housing
Limited (A-/Stable) and Triple Point Social Housing REIT plc
(A-/Negative) have the same 'BBB+' leverage downgrade rating
sensitivity as Assura for their long WAULT, low vacancy rate, and
special needs accommodation that also has a government rental
income covenant (housing benefit).

Under Fitch's EMEA Real Estate Navigator, many of SBB's
portfolio-focused factors are investment-grade.

Key Assumptions

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

- Moderate rental growth of 3.5% per year, driven by CPI-indexation
and rental uplifts

- Stable net rental income margins

- No dividends from SBB's JVs

- Cash shareholder loan interest from Nordiqus included

- Completion of existing development projects and modest spend
thereafter. Total capex to average around SEK350 million annually

- Hybrid interest deferred

- Interest derivatives retained by SBB following the
Sveafastigheter IPO

Recovery Analysis

Its recovery analysis assumes that SBB would be liquidated rather
than restructured as a going-concern (GC) in a default. These
calculations do not include the likely results from the announced
tender and exchange offer.

SBB's recoveries are based on the end-3Q24 independent valuation of
the investment property portfolio. Fitch has used the 3Q24
non-pledged property values of around SEK21.5 billion as
unencumbered investment property assets. This already deducts
pledged properties transferred to Sveafastigheter post end-3Q24.
Fitch applies a standard 20% discount to these values. Fitch has
adjusted SBB's unsecured and hybrid debt for bonds exchanged for
newly issued bonds in Sveafastigheter.

Fitch assumes no cash is available for recoveries, even though this
cash is now being used to prepay the 2025 debt maturities. This
analysis also attributes zero value to various investments in
equity stakes, including the SEK9.1 billion Nordiqus equity, SEK4.7
billion Sveafastigheter equity and SEK5.3 billion Nordiqus vendor
loan.

After deducting a standard 10% for administrative claims, the total
amount of unencumbered investment property assets Fitch assumes
available to unsecured creditors is around SEK15.5 billion. The
outstanding unsecured debt includes the benefit of the July 2024
settled bond exchange.

Fitch's principal waterfall analysis generates a ranked recovery
for senior unsecured debt of 'RR4' (a waterfall-generated recovery
computation output percentage of 42% based on current metrics and
assumptions). The 'RR4' indicates a 'CCC+' unsecured debt
instrument rating.

Given the structural subordination of SBB's hybrids, Fitch
estimates a ranked recovery of 'RR6' with 0% expected recoveries.
As loss-absorption has been triggered (coupons deferred) the
instrument rating is 'C', four notches below SBB's IDR.

RATING SENSITIVITIES

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

- Completion of the exchange and significant transfer of bonds will
lead to a downgrade of SBB but not necessarily the transferred and
exchanged bonds of SBB Holding.

- Lack of progress in refinancing secured bank funding.

- Actions pointing to a widespread potential renegotiation of SBB's
debt's terms and conditions, including a material reduction in
lenders' terms sought to avoid a default.

- Further shrinking of SBB's directly held unencumbered investment
property portfolio relative to its unsecured debt would lead to a
change in its Recovery Rating and further downgrade of its senior
unsecured rating.

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

- Evidence that refinancing risk has eased, including improved
capital markets receptivity to SBB.

- Proceeds from successful disposals used to prepay the sizeable
2025 and 2026 debt maturities, and increasing liquidity.

- A material reduction in leverage.

Liquidity and Debt Structure

SBB's available cash at end-3Q24 was SEK1.5 billion (end-2023:
SEK4.1 billion), of which SEK342 million was attributed to
Sveafastigheter. This is further supported by about SEK3.1 billion
Sveafastigheter IPO net proceeds and a SEK2.5 billion asset-backed
facility signed during 4Q24. Together these sources cover SBB's
2025 unsecured debt maturities. Additionally, SBB has SEK1 billion
of receipts from signed disposals.

Assuming its remaining senior secured debt (mainly bank debt) is
rolled over, SBB's unsecured maturities in 4Q24 and 2025 total
SEK6.5 billion. This includes its net SEK5 billion January 2025
bonds. Thereafter, the next debt material maturity is its EUR498
million/SEK5.7 billion Eurobond in September 2026.

SBB's 3Q24 average cost of debt was 2.3%, excluding hybrids
(averaging 3.3%), higher-coupon Morgan Stanley preference shares
(13%) in SBB Residential Property AB and the debt raised in the
non-consolidated Castlelake-funded SBB Infrastructure AB and SBB
Social Facilities (375bp-500bp plus STIBOR/EURIBOR). Derivatives,
together with fixed-rate debt, afford SBB interest rate coverage of
all debt, for an average 3.3 years, pre-the Sveafastigheter IPO.

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

SBB has an ESG Relevance Score of '4' for Governance Structure to
reflect previous key person risk (the previous CEO) and continuing
different voting rights among shareholders affording greater voting
rights to the key person. SBB has an ESG Relevance Score '4' for
Financial Transparency, reflecting an ongoing investigation by the
Swedish authorities into the application of accounting standards
and disclosures. Both these considerations have a negative impact
on the credit profile, and are relevant to the ratings in
conjunction with other factors. These factors are, however,
improving under the new SBB management.

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

   Entity/Debt         Rating                     Recovery   Prior
   -----------         ------                     --------   -----
SBB –
Samhallsbyggnadsbolaget
i Norden AB      LT IDR CCC+ Rating Watch Maintained         CCC+
                 ST IDR C    Rating Watch Maintained         C

   senior
   unsecured     LT     CCC+ Rating Watch Maintained   RR4   CCC+

   subordinated  LT     C    Affirmed                  RR6   C

   senior
   unsecured     ST     C    Rating Watch Maintained         C

SBB Treasury
Oyj

   senior
   unsecured     LT     CCC+ Rating Watch Maintained   RR4   CCC+



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

DENIZ FINANSAL: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed four Turkish non-bank financial
institutions' (NBFI) Long-Term Foreign-and Local Currency (LTLC)
Issuer Default Ratings (IDRs) at 'BB-'. Their National Ratings have
been affirmed at 'AA(tur)' with Stable Outlook. The affected
entities are Deniz Finansal Kiralama A.S. (Deniz Leasing),
Alternatif Finansal Kiralama A.S. (Alternatif Leasing), QNB
Finansal Kiralama A.S. (QNB Leasing) and QNB Faktoring A.S. (QNB
Faktoring).

All Outlooks are Stable, mirroring those on the companies'
respective parents, Denizbank A.S. (BB-/Stable), Alternatifbank
A.S. (BB-/Stable) and QNB Bank Anonim Sirketi (BB-/Stable).

Key Rating Drivers

Support-Driven Ratings: The NBFIs' Long-Term IDRs are equalised
with those of their respective parents, reflecting Fitch's view
that they are core and highly integrated subsidiaries.

Fitch is not able to assess the subsidiaries' intrinsic strength as
all four companies are highly integrated within their respective
parents and their franchises rely heavily on their parents. The
ratings are underpinned by potential shareholder support, but
capped at 'BB-' by their respective parents' Long-Term
Foreign-Currency IDRs.

Highly Integrated Subsidiaries: The ratings of the NBFI
subsidiaries reflect their close integration within and ultimate
full or majority ownership by their respective parent banks, as
well as the reputational risk of default for their broader groups.
The subsidiaries offer leasing and factoring services in the
domestic Turkish market.

High Support Propensity: The cost of support for the relevant
parent banks would be limited as the subsidiaries are small
compared with their parents and their total assets usually do not
exceed 3% of group assets. This, together with other support
factors listed above, means Fitch believes the parents' propensity
to support remains very high. However, the ability to support is
limited by the respective parents' creditworthiness, as reflected
in their ratings.

National Ratings Stable: All four companies' National Ratings and
their Outlooks are equalised with their respective parents'. Their
affirmation of the National Ratings reflects its view that their
creditworthiness in local currency relative to that of other
Turkish issuers remains unchanged.

RATING SENSITIVITIES

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

The subsidiaries' Long-Term Foreign- and Local-Currency IDRs are
sensitive to a downgrade of their respective parent's IDRs or a
deterioration in the operating environment, which for example could
be triggered by a sovereign downgrade.

A downgrade in the parents' National Ratings would also be likely
mirrored in the respective subsidiaries' ratings.

The ratings could be notched down from their respective parents'
ratings on a material deterioration in the parents' propensity or
ability to support, or if the subsidiaries become materially larger
relative to the respective banks' ability to provide support.

The ratings could also be notched down from their respective
parents' if the subsidiaries' strategic importance is materially
reduced through, for example, a substantial decline in business
referrals, weaker operational and management integration, reduced
ownership, or a prolonged period of under-performance.

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

An upgrade of the respective parents' ratings or a revision of the
Outlooks to Positive would be reflected in the subsidiaries'
ratings and Outlooks.

Public Ratings with Credit Linkage to other ratings

All four companies' ratings are linked the ratings of their
respective parents.

ESG Considerations

All four companies have an ESG Relevance Score of '4' for
Management Strategy in line with their respective parents'
Management and Strategy ESG Relevance Score. This reflects the high
regulatory burden on most Turkish banks. Management's ability to
determine strategy is constrained by regulations and creates an
additional operational burden for the respective parent banks. The
alignment reflects Fitch's view of high integration of the entities
within their respective parent banks'. This has an impact on their
credit profiles and is relevant to their ratings in conjunction
with the other factors.

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

   Entity/Debt             Rating           Recovery   Prior
   -----------             ------           --------   -----
QNB Finansal
Kiralama A.S.   LT IDR              BB-    Affirmed   BB-
                ST IDR              B      Affirmed   B
                LC LT IDR           BB-    Affirmed   BB-
                LC ST IDR           B      Affirmed   B
                Natl LT             AA(tur)Affirmed   AA(tur)
                Shareholder Support bb-    Affirmed   bb-

Alternatif
Finansal
Kiralama A.S.   LT IDR              BB-    Affirmed   BB-
                ST IDR              B      Affirmed   B
                LC LT IDR           BB-    Affirmed   BB-
                LC ST IDR           B      Affirmed   B
                Natl LT           AA(tur)  Affirmed   AA(tur)
                Shareholder Support bb-    Affirmed   bb-

QNB Faktoring
A.S.            LT IDR              BB-    Affirmed   BB-
                ST IDR              B      Affirmed   B
                LC LT IDR           BB-    Affirmed   BB-
                LC ST IDR           B      Affirmed   B
                Natl LT             AA(tur)Affirmed   AA(tur)
                Shareholder Support bb-    Affirmed   bb-

Deniz Finansal
Kiralama A.S.   LT IDR              BB-    Affirmed   BB-
                ST IDR              B      Affirmed   B
                LC LT IDR           BB-    Affirmed   BB-
                LC ST IDR           B      Affirmed   B
                Natl LT             AA(tur)Affirmed   AA(tur)
                Shareholder Support bb-    Affirmed   bb-

ZORLU YENILENEBILIR: Fitch Hikes LongTerm IDR to B+, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has upgraded Zorlu Yenilenebilir Enerji Anonim
Sirketi's (Zorlu RES) Long-Term Issuer Default Rating (LT IDR) to
'B+' from 'B-' and removed it from Rating Watch Positive. The
Outlook is Stable. Fitch has concurrently withdrawn the company's
rating.

The upgrade follows the issuance of USD1 billion senior secured
notes due 2030 by its direct parent Zorlu Enerji Elektrik Uretim
A.S. (Zorlu; B+/Stable). The new issuance has largely been used to
repay all debt at the Opco level, including the repayment of Zorlu
RES's 2026 notes and the rest of the debt at Zorlu RES's
subsidiaries, including Zorlu Doğal. Zorlu RES is a guarantor of
Zorlu's notes.

Fitch has withdrawn Zorlu RES's rating for commercial reasons. The
agency will therefore no longer provide rating or analytical
coverage on the company.

Key Rating Drivers

Rating Construction: Following the completion of the transaction,
Fitch has changed its rating approach and follow the stronger
parent path under its Parent and Subsidiary Linkage Rating Criteria
as Fitch views Zorlu's (the parent) Standalone Credit Profile as
stronger than that of Zorlu RES. Under the criteria, Fitch assesses
the legal and operational incentives as 'high' and the strategic
incentives as 'medium'. As such, Zorlu RES's ratings are now
equalised with those of its parent.

Debt Repaid from Bond Proceeds: Zorlu used part of the proceeds to
repay Zorlu RES's 2026 notes (USD263 million as of 30 September
2024) and all debt at Zorlu Doğal (USD467 million as of 30
September 2024). Zorlu RES is now debt free and is a guarantor of
Zorlu's notes.

For any future debt, Zorlu RES needs to comply with an additional
debt incurrence cap in Zorlu bond documentation, which includes
specific net debt/EBITDA ratios for the restricted group (3.75x in
year 1, 3.5x in year 2, 3.25x in year 3, and 3.0x thereafter). In
addition, Zorlu's notes have a cross-default clause to Zorlu RES as
a restricted subsidiary. Fitch projects Zorlu RES will raise USD46
million debt in 2025 to finance its geothermal power plant (GPP)
project (Alkan).

Increasing Merchant Exposure: Fitch expects US dollar feed-in
tariffs (FiT)-linked revenue for Zorlu RES to drop to 62% of total
revenue in 2024-2025 and 54% by 2027 from 74% in 2023. This is due
to the expiration of FiT for GPP capacities of 80MW, 45MW, and
165MW at the end of 2023, 2025, and 2027, respectively. The
increasing exposure to merchant prices, coupled with an FX
mismatch, will increase the company's business risk.

Limited Growth Capex Plan: The company's capex plan for 2024-2027
is around USD91 million, mainly focused on its electrical
submersible pump project, hybrid power plants (Hybrid SPP
Kızıldere III Unit 1, Hybrid SPP Kızıldere II Unit 1) and Alkan
GPP project. However, Zorlu RES has other projects on hold that
will only start after meeting certain operational and financial
criteria. Fitch takes a conservative view and increase capex by
around USD10 million per year in 2026 and 2027.

Positive Cash Flow Generation: Fitch expects Zorlu RES's
consolidated EBITDA to increase gradually from TRY5.2 billion
(USD154 million) in 2024 to TRY7.6 billion (USD169 million) in
2027. Around 75% of revenue is generated from the subsidiary Zorlu
Dogal, while Zorlu Jeotermal and Zorlu Rotor contribute equally to
the remaining part. Given limited growth capex and its assumption
of 50% dividend payout ratio over the plan, Fitch forecasts
positive free cash flow (FCF) of TRY2.9 billion (USD66 million) on
average over 2024-2027.

Derivation Summary

Fitch assesses the renewable energy producer Aydem Yenilenebilir
Enerji Anonim Sirketi (Aydem; B/Positive) as Zorlu RES's closest
peer. The companies have the same operating and regulatory
environment and have similar scale. In addition, both benefit from
FiT under the renewable energy support mechanism, which contributes
to their revenue visibility and mitigates FX risks.

However, FiT will gradually expire and lead to higher merchant
exposure at both companies. Zorlu RES's GPPs provide more stable
generation volumes than Aydem's hydro plants, but this is balanced
by the latter's greater geographical diversification across
Turkiye. The rating differential reflects Aydem's lower forecast
leverage.

Zorlu RES's business profile is also comparable with that of
Uzbekistan-based hydro power generator Uzbekhydroenergo JSC
(BB-/Stable; Standalone Credit Profile: b+), which operates under
an evolving regulatory regime with a limited record in Uzbekistan.

Key Assumptions

Fitch's Key Assumptions within its Rating Case for the Issuer:

- GDP growth in Turkiye of 3.5% in 2024, 3% in 2025 and 3.2% in
2026

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

- Electricity generation volumes 3% to 5% below management
forecasts over 2024-2026

- US dollar-denominated tariffs approved by the regulator and
merchant prices in the range of USD74/MWh-77/MWh between 2024 and
2026

- Capex of USD43 million in 2024, USD47 million in 2025 and USD10
million in 2026 for the consolidated profile

- 50% dividend payout ratio over 2024-2027

- 11% interest rate on new debt

RATING SENSITIVITIES

Not applicable as the rating has been withdrawn.

Liquidity and Debt Structure

At end-2023, Zorlu RES had TRY1.6 billion of available cash on a
consolidated basis. Fitch expects the company to generate positive
FCF of TRY1.9 billion (USD47 million) on average over 2024-2025.

The company repaid the first tranche of its outstanding bond (USD38
million; equivalent to TRY1.6 billion) in June 2024 from internal
cash and a shareholder loan of USD15 million. Following Zorlu's
issuance of a USD1 billion bond, the parent company repaid the
remaining bond amount of USD267 million and the full outstanding
debt of USD467 million at Zorlu Dogal. This makes Zorlu RES a
debt-free entity and will improve its liquidity position.

This is partly offset by the fact that Zorlu RES's FX exposure will
gradually increase as the share of US dollar-linked revenue falls
over the forecast horizon. This could limit the company's financial
flexibility and increase its exposure to the volatile US
dollar/Turkish lira exchange rate.

Issuer Profile

Zorlu RES is a small renewable energy producer founded in 2020 with
geothermal, hydro and wind power plants across Turkey. The company
at end-2023 had an installed capacity of 563 MW.

Public Ratings with Credit Linkage to other ratings

The rating is equalised with that of Zorlu Enerji Elektrik Uretim
A.S. based on PSL criteria.

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           Prior
   -----------                ------           -----
Zorlu Yenilenebilir
Enerji Anonim Sirketi   LT IDR B+  Upgrade     B-
                        LT IDR WD  Withdrawn



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

CD&R FIREFLY: GBP310M Sr Sec. Notes Tap No Impact on Moody's B2 CFR
-------------------------------------------------------------------
Moody's Ratings says that the B2 long term corporate family rating
and B2-PD probability of default rating of UK fuel forecourt
operator CD&R Firefly 4 Limited (MFG or the company) remain
unaffected. The backed senior secured notes and backed senior
secured bank credit facility ratings of CD&R Firefly Bidco Plc also
remain unaffected. This follows the company's announced GBP310
million equivalent tap of its 8.625% backed senior secured notes
(SSN) due 2029. The outlook for both entities is stable.

On December 12, MFG announced that it had privately placed a GBP310
million equivalent add-on to its 8.625% SSN due 2029 to fund a
shareholder distribution and for incremental cash on balance sheet.
The transaction is credit negative, increasing its Moody's-adjusted
gross debt/ EBITDA by 0.5x to around 6.0x for the last twelve
months (LTM) to September 30, 2024 pro forma for the Market Holdco
3 Limited (Morrisons, B2 stable) transaction completed in April
this year. Interest coverage, as measured by Moody's adjusted
EBITDA-capex/ interest expense is expected to decrease to around
1.2x from 1.4x for the pro forma LTM to September 30, 2024. Despite
the negative impact of the transaction on credit metrics, the
ratings are unaffected as there is adequate headroom within the B2
CFR. This is supported by the recent trading performance and
successful integration of the Morrisons' sites to date, with
synergies ahead of plan.

MFG's Moody's-adjusted pro forma EBITDA for the LTM to September
30, 2024 was GBP649 million, ahead of Moody's previous expectation
of around GBP606 million, largely driven by the fuel business'
strong performance. Year-to-date fuel volumes increased by 4% (for
the legacy MFG portfolio) and with fuel margins of 11.4 pence per
litre (ppl), both of which are above Moody's and management's
previous expectations. The integration of the Morrisons' sites is
also on track and as of November 2024 all of the sites have
transitioned into the MFG franchisee model. The company has also
identified an additional GBP7 million of synergies, which now stand
at GBP47 million, and has already signed and contracted around half
of these. Factoring in the planned tap Moody's expect metrics to
remain within the thresholds set for the B2 CFR, with leverage at
around 5.7x and EBITDA- capex/ interest expense at around 1.4x in
2025. The company's liquidity is good and is further supported by a
planned increase in its revolving credit facility by GBP60 million
to GBP721 million.

RATINGS RATIONALE      

MFG's B2 CFR is supported by: (1) strong market position as the
largest fuel forecourt operator in the UK by number of sites and
volumes, with a high-quality forecourt network; (2) stable cash
flow; (3) growing convenience retail and food-to-go markets
providing significant rollout opportunities across its estate; (4)
experienced, founder-led management team with strong track record
and; (5) well-invested, predominantly freehold sites maintained by
Morrisons acquisition, with around 86% of properties owned. The B2
rating is also underpinned by MFG's company-owned
franchise-operated (COFO) business model, with limited fixed costs
and relatively predictable income streams. All of the Morrisons'
sites have now been converted to the COFO model.

Constraints to the rating include the company's: (1) exposure to
the inherently low and the risk of fluctuating profit margin
associated with fuel retail operations, though strongly rising over
the past few years; (2) limited contributions, albeit growing, from
non-fuel offering reflected by the COFO model; (3) historical
aggressive financial policy and potential to re-leverage the
capital structure and; (4) the execution risk around the recent
acquisition, although integration to date is going to plan so risk
alleviated to an extent. The rating also factors the company's high
investment requirements to manage the transition to alternative
fuel and the negative impact on cash flow.

RATINGS OUTLOOK

The stable outlook reflects Moody's expectation that the company's
credit metrics will stay within the range required for the rating
category over the next 12-18 months. The outlook also reflects
Moody's expectation that the Morrisons acquisition will be
successfully integrated.

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

The ratings could experience upward pressure if Moody's adjusted
gross leverage was expected to (1) sustainably reduce below 5.25x
or (2) Moody's adjusted EBITDA–capex / interest expense was to
exceed 1.75x. An upgrade would also require expectations of broadly
stable fuel volumes and margins, as well as successful integration
of the Morrisons acquisition.

On the other hand, negative pressure could arise if: (1) Moody's
adjusted gross leverage increases above 6.25x over the next 12-18
months; (2) Moody's adjusted EBITDA–Capex / interest expense
decreases below 1.25x; (3) free cash flow was to turn negative for
an extended period or; (4) a case of weaker than expected liquidity
transpired.

COMPANY PROFILE

Headquartered in St Albans, England, MFG is the largest independent
forecourt operator in the UK with 1,210 stations, operating under
multiple fuel brands. The company mainly operates petrol filling
stations and offers convenience retail stores and
food-to-go-services. MFG's EBITDA company adjusted and proforma for
the Morrisons' acquisition is GBP694 million, including GBP47
million synergies. The company has been majority owned by funds
managed by private equity firm Clayton Dubilier & Rice, LLC (CD&R)
since 2015.

CHERITON GARDENS: Quantuma Advisory Named as Administrators
-----------------------------------------------------------
Cheriton Gardens Developments 1 Limited was placed into
administration proceedings in the Business and Property Courts of
England and Wales, Insolvency & Companies List (ChD), Court Number:
CR-2024-007331, and Simon Campbell and Andrew Watling of Quantuma
Advisory Limited, were appointed as administrators on Dec. 2, 2024.


Cheriton Gardens specializes in the buying and selling of real
estate.

Its registered office is at 124 City Road, London, EC1V 2NX (in the
process of being changed to Office D Beresford House, Town Quay,
Southampton SO14 2AQ). Its principal trading address is at 22 & 24
Cheriton Gardens, Folkestone, Kent, CT20 2AS.

The administrators can be reached at:

               Simon Campbell
               Andrew Watling
               Quantuma Advisory Limited
               Office D, Beresford House
               Town Quay, Southampton
               SO14 2AQ

For further details contact:

               Abigail Bundy
               Email: Abigail.Bundy@quantuma.com
               Tel No: 02380 821 867


MARSH GARAGES: Westcotts Business Named as Administrators
---------------------------------------------------------
Marsh Garages Limited was placed into administration proceedings in
the High Courts of Justice, Business and Property Courts of England
and Wales, Insolvency and Companies List (ChD), Court Number:
CR-2024-007051, and Jon Mitchell of Westcotts Business Recovery
LLP, was appointed as administrator on Dec. 2, 2024.  

Marsh Garages Limited, trading as Marsh Exeter (Yamaha;) Marsh
Garages, specializes in maintenance and repair of motor vehicles.

Its registered office is at Unit 5 Merriott House, Hennock Road,
Marsh Barton, Exeter, EX2 8NJ. Its principal trading address is at
Hennock Rd East, Marsh Barton, Exeter, EX2 8NP.

The administrator can be reached at:

              Jon Mitchell
              Westcotts Business Recovery LLP
              26-28 Southernhay East, Exeter
              Devon, EX1 1NS

Further Details Contact:

                Jon Mitchell
                Email: insolvency@westcotts.uk

Alternative contact: Kerry Austin

PMF 2024-2: Moody's Assigns Ba1 Rating to GBP12.5MM E Notes
-----------------------------------------------------------
Moody's Ratings has assigned definitive ratings to Notes issued
issued by PMF 2024-2 PLC:

GBP1,113.1M Class A Mortgage Backed Floating Rate Notes due
January 2060, Definitive Rating Assigned Aaa (sf)

GBP56.3M Class B Mortgage Backed Floating Rate Notes due January
2060, Definitive Rating Assigned Aa3 (sf)

GBP37.5M Class C Mortgage Backed Floating Rate Notes due January
2060, Definitive Rating Assigned A2 (sf)

GBP31.3M Class D Mortgage Backed Floating Rate Notes due January
2060, Definitive Rating Assigned Baa2 (sf)

GBP12.5M Class E Mortgage Backed Floating Rate Notes due January
2060, Definitive Rating Assigned Ba1 (sf)

GBP12.5M Class X Mortgage Backed Floating Rate Notes due January
2060, Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

The Notes are backed by a static pool of first ranking UK
buy-to-let ("BTL") mortgage loans originated by Charter Court
Financial Services Ltd (not rated). This represents the seventh
issuance out of the Precise Mortgage Funding transactions and the
13th transaction in total.

The portfolio of assets amount to approximately GBP1.25 billion as
of October 31, 2024 pool cutoff date. All loans in the pool reset
in 2027, though product switches are allowed up to 50% of the
closing balance, prior to the first optional redemption date. This
will likely dilute the concentration around loan maturity, with
eligibility criteria included stating loans must have a minimum net
interest margin post swap of 2.05%, protecting the pool from
deteriorating loan yields.

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

The transaction benefits from various credit strengths such as a
portfolio without adverse credit and a non-amortising general
reserve sized at 1.25% of Classes A to E Notes balance at closing
minus the liquidity reserve fund. The amortising Liquidity Reserve
Fund is funded to 1.25% of the balance of Class A and B Notes at
closing. The reserve fund provides credit enhancement and liquidity
support for Classes A and B and will stop amortising if: (1) the
Notes are not called on the optional redemption date, or (2) the
cumulative default rate on the portfolio is greater than 5% of the
aggregate balance on the closing date.

Moody's note that the transaction features some credit weaknesses
such as operational risk as Charter Court Financial Services Ltd is
not rated and acts as originator and servicer. However, the
servicer is owned by OneSavings Bank plc (A2(cr)) and various
mitigants have been included in the transaction structure such as
the appointment of a back-up servicer facilitator, an independent
cash manager, liquidity provided by the general reserve fund and
estimation language in case no servicer report is available.

Moody's determined the portfolio lifetime expected loss of 1.4% and
MILAN Stressed Loss of 8.5% related to borrower receivables. The
expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and
MILAN Stressed Loss are parameters used by us to calibrate its
lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.

Portfolio expected loss of 1.4%: This is in line with the UK BTL
RMBS sector and is based on Moody's assessment of the lifetime loss
expectation for the pool taking into account: (i) the collateral
performance of Charter Court Financial Services Ltd originated
loans to date, as provided by the originator and observed in
previously securitised portfolios; (ii) the current macroeconomic
environment in the UK, and the impact of future interest rate rises
on the performance of the mortgage loans; and (iii) benchmarking
with similar UK transactions.

MILAN Stressed Loss of 8.5%: This is lower than the UK BTL RMBS
sector average and follows Moody's assessment of the loan-by-loan
information taking into account the following key drivers: (i)
Charter Court Financial Services Ltd originated loans to date, as
described above; (ii) the weighted average current loan-to-value of
73.6% in line with the sector average; (iii) the share of
self-employed borrowers of 49.9%, and legal entities of 29.6%; (iv)
19.8% of the loans in the pool backed by multifamily properties;
and (v) benchmarking with similar UK BTL transactions.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in October 2024.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage. Please see Residential Mortgage-Backed Securitizations
methodology for further information on Moody's analysis at the
initial rating assignment and the on-going surveillance in RMBS.

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

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

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

SOUTH WEST: Westcotts Business Named as Administrators
------------------------------------------------------
South West Motorcycles Limited, trading as Triumph Plymouth, 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-2024-007050,
and Jon Mitchell of Westcotts Business Recovery LLP, was appointed
as administrator on Dec. 2, 2024.  

Its registered office is at Unit 5 Merriott House, Hennock Road,
Marsh Barton, Exeter, EX2 8NJ. Its principal trading address is at
Langage Business Park, Eagle Rd, Plympton, Plymouth PL7 5JY.

The administrator can be reached at:

              Jon Mitchell
              Westcotts Business Recovery LLP
              26-28 Southernhay East, Exeter
              Devon, EX1 1NS

Further Details Contact:

              Jon Mitchell
              Email: insolvency@westcotts.uk

Alternative contact: Kerry Austin

VICTORIA PLC: Fitch Lowers LongTerm IDR to 'B', Outlook Negative
----------------------------------------------------------------
Fitch Ratings has downgraded Victoria PLC's Long-Term Issuer
Default Rating (IDR) to 'B' from 'B+' and its senior secured notes
to 'B+' from 'BB'. The Outlook on the IDR is Negative. The Recovery
Rating on the notes is 'RR3'.

The downgrade reflects a significant deterioration of Victoria's
EBITDA relative to its expectations, resulting in credit metrics
falling outside their prior negative sensitivities for FY25
(financial year ending March) and FY26. The underperformance is due
primarily to lower volumes in the soft flooring segment as well as
a combination of lower volumes and pricing pressure in ceramic
tiles. While Fitch forecasts a modest recovery, growth will likely
be in the low single digits for 2HFY25, leading to an overall
decline in revenue for FY25.

The Negative Outlook reflects its expectation of negative free cash
flow (FCF) for FY25-FY28, which coupled with high leverage and low
interest coverage, is likely to increase refinancing risk in FY26.

Key Rating Drivers

High Leverage: Fitch forecasts Victoria's EBITDA leverage at 9.1x
at FY25, before falling to 6.4x in FY26, versus 4.8x and 3.9x
previously. The latest leverage forecast remains outside its
previous rating sensitivities for a sustained period. Although
Victoria has already taken steps and has further plans to
moderately reduce its leverage through the sale of assets in FY25,
Fitch believes EBITDA leverage will only reduce below 5.0x, which
is mid-point of the 'B' category, in FY28.

The higher leverage is due primarily to weaker EBITDA as inflation
erodes consumer purchasing power, resulting in persistent pricing
pressure in the high-margin ceramic tile segment and subdued demand
for soft flooring.

EBITDA Generation Constrained: Fitch forecasts Victoria's EBITDA
margin at 6.6%-8.9% for FY25-FY26, down from previous estimates of
11.7%-13%. This, combined with moderate revenue growth, results in
materially lower EBITDA generation for FY25-FY28. Further, changes
to the product mix in the soft flooring segment have led to lower
revenue and profitability than previously expected. Fitch now
anticipates a structural shift in Victoria's margin profile, due
mainly to pricing pressures arising from new entrants in the
ceramic tiles segment. Fitch therefore forecasts EBITDA margins to
improve to around 10% only from FY28 onwards.

Negative FCF: Fitch forecasts negative FCF for FY25-FY28, due to
lower EBITDA generation and expected higher interest costs
post-refinancing. Despite anticipated working-capital improvements,
limited acquisitions, and no dividends for FY25-FY28, Fitch
believes that structural changes to the EBITDA margin profile will
outweigh these factors. Fitch expects capex to remain at 5% of
revenue to FY28. Fitch expects Victoria to successfully refinance
its upcoming maturities in FY26, which Fitch will monitor closely.

Improved Financial Reporting: The latest audit filings in
Victoria's FY24 annual report showed that auditors successfully
reconciled the bank statements and high-value dealer transactions
of a subsidiary, Hanover Flooring Limited (HFL), which were
previously flagged in the FY23 annual report. Fitch believes
Victoria's management and corporate governance practices will
remain in line with other listed companies'.

Successful Integration of Acquisitions: Victoria's revenue saw CAGR
of about 50% for FY22-FY23, mostly driven by acquisitions. Fitch
expects Victoria to complete the integration of its acquisitions by
FY25 and does not forecast any material exceptional or one-off
restructuring costs for FY26-FY28. Its base case factors in only
limited acquisitions in the next three to four years.

Low Customer Concentration, Strong Brand: Victoria's diversified
customer base, largely consisting of small independent retailers
and limited third-party distributor exposure, results in low
customer concentration, with the top 10 customers representing less
than 20% of sales in FY24. It has built strong brand loyalty,
fostering long-term customer relationships. Operational integration
and manufacturing flexibility allow Victoria to swiftly customise
products, thereby reducing the need for high stock levels for
retailers and optimising working capital.

Derivation Summary

Victoria is substantially smaller than Mohawk Industries Inc.
(BBB+/Stable), the world's leading flooring manufacturer, with less
geographic diversification and higher leverage metrics. Fitch views
Victoria's business profile as consistent with the 'BB' category,
with notable strength from diversification relative to its size.
Its profitability has benefited from the higher-margin ceramic
business acquired over the past five years, although this was
challenged by weaker demand and pricing pressures in FY24-FY25.

However, Victoria has limited end-market diversification, with
greater exposure to the residential market than global
manufacturers such as Mohawk or other large building products
companies, like Compagnie de Saint-Gobain, which also operate in
commercial markets. This is common among small-to-medium-sized
suppliers such as Hestiafloor 2 (Gerflor; B/Positive) or Tarkett
Participation (Tarkett; B+/Stable), which are significantly exposed
to the commercial sector.

Gerflor is similar in scale but has higher margins than Victoria,
while Tarkett is slightly larger but has similar margins.
Victoria's forecast EBITDA leverage is at 6.4x in FY26, which is
higher than Gerflor's 5.3x and in line with PCF GmbH's 6.0x
(CCC+).

Key Assumptions

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

- Revenue to decline 3% in FY25 and then grow at 6% in FY26 and
9%-10% in FY27-FY28

- EBITDA margin to decline to 6.6% in FY25 before rebounding to
9%-10.5% in FY26-FY28

- No major restructuring costs from FY26

- Refinancing to be completed in FY26

- Capex at 5% of revenue in FY25-FY28

- Cumulative M&As of GBP20 million in FY24-FY27

- No dividends and no preferential share redemption through FY28

Recovery Analysis

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

- Fitch assumes a 10% administrative claim

- Senior secured notes rank next in the waterfall after the
revolving credit facility (RCF)

- Fitch has revised the GC EBITDA estimate to GBP120 million from
GBP130 million, as Fitch believes that there are structural changes
in Victoria's overall margin profile. The European ceramic tiles
segment has recently faced pricing pressure, due to both new
entrants and increased imports from low-cost countries. Fitch
believes this has resulted in dilution in the margin profile of the
ceramic tile segment in the short-to-medium term. The GC EBITDA
reflects the most recent acquisitions and Fitch's view of
sustainable, post-reorganisation EBITDA, on which the valuation of
Victoria is based

- Fitch uses an enterprise value multiple of 5.5x to calculate a
post-reorganisation valuation. This reflects Victoria's leading
position in its niche markets (such as soft flooring and ceramic
tiles), long-term relationship with blue-chip clients and its loyal
customer base

- The waterfall analysis output for the senior secured debt (EUR739
million senior secured notes) generated a ranked recovery in the
'RR3' band (down from RR2 previously), indicating an instrument
rating of 'B+'. The waterfall analysis output percentage on current
metrics and assumptions is 62% (previously 75%)

RATING SENSITIVITIES

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

- EBITDA leverage above 6.5x

- Negative FCF margins

- EBITDA interest coverage below 2.5x

- A delay in refinancing process leading to reduced overall
financial flexibility

- Inability to effectively integrate acquisitions

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

- EBITDA leverage below 5.5x

- Neutral FCF margins

Liquidity and Debt Structure

At end-September 2024, Victoria's liquidity was supported by
approximately GBP82 million of readily available cash (net of
Fitch-restricted cash for working-capital adjustments) and GBP135
million of an undrawn RCF (overall limit GBP150 million). Fitch
forecasts cumulative negative FCF of GBP69 million in FY25-FY26,
but deems the existing liquidity as sufficient before its
refinancing is due.

At FYE24, Victoria's debt profile comprised EUR489 million senior
secured notes due in August 2026 and EUR250 million notes due in
March 2028, a factoring facility of GBP38 million and other
unsecured loans amounting to GBP56 million. The RCF matures in
January 2026. Victoria has initiated the refinancing process, which
Fitch assumes under its rating case to be completed in FY26.

Issuer Profile

Victoria is an AIM-listed UK-based company that designs,
manufactures and distributes flooring products including carpet,
ceramic tiles, underlay, luxury vinyl tiles, artificial grass and
flooring accessories.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt            Rating        Recovery   Prior
   -----------            ------        --------   -----
Victoria PLC        LT IDR B  Downgrade            B+

   senior secured   LT     B+ Downgrade   RR3      BB


                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


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