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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

          Friday, December 20, 2024, Vol. 25, No. 255

                           Headlines



G E R M A N Y

HELLA GMBH: Moody's Assigns Ba1 CFR, Cuts Sr. Unsecured Debt to Ba1


I R E L A N D

BARINGS EURO 2024-1: Fitch Assigns 'Bsf' Final Rating to F Notes
BLACK DIAMOND 2017-2: S&P Affirms 'B- (sf)' Rating on Cl. F Notes
CAIRN CLO XIX: Fitch Assigns 'B-(EXP)' Final Rating to Cl. F Notes
DRYDEN 91 2021: S&P Assigns B- (sf) Rating to Class F-R Notes
HENLEY CLO XII: S&P Assigns B- (sf) Rating to Class F Notes

SOUND POINT 12: S&P Assigns B- (sf) Rating to Class F Notes
TAURUS 2020-1: Fitch Lowers Rating on Class D Notes to 'Bsf'
VICTORY STREET I: S&P Assigns B- (sf) Rating to Class F Notes


I T A L Y

FABBRICA ITALIANA: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.


N E T H E R L A N D S

MAGOI BV: DBRS Confirms B(high) Rating on Class F Notes
OCI NV: Fitch Lowers LongTerm IDR to 'BB', Keeps Rating Watch Neg.


P O R T U G A L

ARES LUSITANI: DBRS Confirms BB Rating on Class D Notes


R U S S I A

SQB INSURANCE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable


S P A I N

BBVA LEASING 3: DBRS Hikes Credit Rating on B Notes to B(sf)
[*] Fitch Affirms 'CCCsf' Rating on Five FTA UCI Spanish RMBS


S W E D E N

NP3 FASTIGHETER: Nordic Credit Withdraws 'BB' LT Issuer Rating
STENDORREN FASTIGHETER: Nordic Credit Ups LT Issuer Rating to 'BB'


U N I T E D   K I N G D O M

BARTOLINE LIMITED: Alvarez & Marsal Named as Joint Administrators
FABRIX: IQ Student Buys Site out of Receivership
FLAMINGO GROUP: Moody's Ups CFR & Senior Secured Term Loan to B3
FROST CMBS 2021-1: DBRS Confirms BB(high) Rating on Class E Notes
MERCER AGENCIES: Keenan Corporate Named as Joint Administrators

THAMES WATER: S&P Assigns 'CC' ICR on Pending Restructuring
XPRESS MONEY: Dec. 27 Proof of Claim Submission Deadline Set


X X X X X X X X

[*] BOOK REVIEW: PANIC ON WALL STREET
[*] Kroll Comments on Latest Company Insolvency Figures

                           - - - - -


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

HELLA GMBH: Moody's Assigns Ba1 CFR, Cuts Sr. Unsecured Debt to Ba1
-------------------------------------------------------------------
Moody's Ratings has downgraded the senior unsecured ratings of
German auto parts supplier HELLA GmbH & Co. KGaA ("HELLA" or
"group") to Ba1 from Baa3. Concurrently, Moody's have withdrawn
HELLA's Baa3 long-term issuer rating and assigned a Ba1 long-term
corporate family rating and a Ba1-PD probability of default rating
to the group. Moody's downgraded the group's short-term issuer
rating to Not Prime (NP) from Prime-3 (P-3). Previously, HELLA's
ratings were placed on review for downgrade. The outlook is
stable.

The rating action concludes the review on HELLA's rating that
Moody's initiated on October 17, 2024.

RATINGS RATIONALE

The downgrade of HELLA's ratings to Ba1 reflects the weakened
credit profile of its majority owner FORVIA SE (FORVIA), whose CFR
was downgraded to Ba3 with a stable outlook from Ba2 on 17 October.
With the action, Moody's reposition HELLA's rating two notches
above that of FORVIA, in line with Moody's previous differentiation
between both companies' ratings since FORVIA's acquisition of a
81.6% stake in HELLA in 2022.

Moody's continued to consider the two notches difference between
HELLA's and FORVIA's ratings as appropriate, reflecting HELLA's
much stronger credit metrics versus those of FORVIA and the
requirement of HELLA to continue to act also in the interest of
significant minority shareholders. Moody's also expect no changes
in the financial policies of HELLA and FORVIA and the current
shareholder structure of HELLA to remain unchanged in the
foreseeable future.

The downgrade concludes Moody's review of HELLA's ratings, during
which Moody's also reassessed other relevant factors of HELLA's
credit profile and the position of its rating vis-à-vis that of
FORVIA, including its financial performance in an environment of
declining volumes, volatile demand and increased restructuring
efforts.

Factors that continue to support HELLA's Ba1 CFR include the
group's stand-alone credit profile, that remains of solid
investment-grade quality; the absence of a domination agreement and
existence of significant minority shareholders that make a deeper
integration of HELLA into the operations of FORVIA difficult;
HELLA's leading position in the lighting technology and original
equipment electronics markets; large and more stable aftermarket
activities than the original equipment business; conservative
financial policy, including limited shareholder distributions and a
large cash balance; and stand-alone credit metrics at
investment-grade levels, including a Moody's adjusted gross
debt/EBITDA ratio of 2.2x for the last 12 months (LTM) ended
September 2024 (compared with FORVIA's consolidated 6.5x leverage
as of LTM June 2024).

Factors constraining the rating include HELLA's dependency on the
automotive end market, which is highly cyclical; significant
research and development (R&D) costs of around 11% of revenue;
expected limited profitability improvements over the next 12-18
months, due to increased restructuring costs; and execution risks
associated with an extensive competitiveness program initiated in
2024. The current industry conditions are characterized by a
weakening volume trend and rising pricing pressure for automotive
suppliers.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects the stable outlook of FORVIA and
Moody's expectation of a continuation of HELLA's existing ownership
structure, dividend policy, and credit metrics around the current
levels, including, for instance, a Moody's adjusted leverage ratio
of below 3.5x. The stable outlook also assumes that HELLA will
maintain a strong liquidity profile, that Moody's currently
consider as excellent.

ESG CONSIDERATIONS

As to governance considerations, the downgrade incorporates the
sustained high financial leverage of FORVIA, who failed to
materially reduce the ratio as Moody's had anticipated since its
acquisition of a majority stake in HELLA in 2022.

STRUCTURAL CONSIDERATIONS

HELLA has an investment-grade-like, senior unsecured funding
structure. The group's EUR500 million senior unsecured notes due
January 2027 are rated Ba1, in line with the CFR. Moody's have not
applied a notching of the group's unsecured debt rating in the
context of significant non-debt financial obligations at the level
of operating entities pertaining to pensions, trade payables and
operating leases. Moody's may reconsider this approach should the
ratings of HELLA be further downgraded, which does not appear
likely in the short term, given the group's stable outlook.

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

Given HELLA's ownership structure with a 81.59% stake-holding of
FORVIA, a change in its credit rating is strongly linked to a
possible change in the credit risk of FORVIA. Under the current
ownership structure, Moody's regard a two notches higher long-term
rating for the credit quality of HELLA to be the limit, despite its
stronger credit profile on a stand-alone basis.

An upgrade of HELLA's ratings is, therefore, largely dependent on
an upgrade of FORVIA.

A rating downgrade could result from a downgrade of FORVIA, or
FORVIA acquiring incremental shares in HELLA, allowing it to
initiate a squeeze out process, or a change in HELLA's financial
policy, including a more aggressive dividend payout policy.

Downward pressure on the rating would further build, if HELLA's
profitability in terms of Moody's adjusted EBIT margin fell
sustainably below 3%, its Moody's adjusted leverage exceeded 3.5x,
or Moody's adjusted FCF turned negative.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Suppliers published in December 2024.

COMPANY PROFILE

Headquartered in Lippstadt, Germany, HELLA GmbH & Co. KGaA (HELLA)
is one of the leading automotive lighting and electronics
components suppliers with a strong position in the European
aftermarket. The group's Lighting and Electronics segments supply
components to the automotive industry for the production of cars
and light vehicles, and generated around 87% of group revenue in
2023. The remaining 13% comes from HELLA's Lifecycle Solutions
segment. The segment includes aftermarket activities for spare
parts sold to dealers and independent workers, and provides sales
and service support to customers. It also includes original
equipment for special vehicles and non-automotive industries such
as the agriculture, mining and marine sectors. The Lighting
business manufactures headlamps, small lamps, interior lamps, rear
combination lamps and lighting electronics. The Electronics
business produces body electronics, energy management, driver
assistance, electric power steering, sensors and actuators.



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I R E L A N D
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BARINGS EURO 2024-1: Fitch Assigns 'Bsf' Final Rating to F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Barings Euro Middle Market CLO 2024-1
DAC notes final ratings, as detailed below.

   Entity/Debt                   Rating             Prior
   -----------                   ------             -----
Barings Euro Middle
Market CLO 2024-1 DAC


   A Notes XS2940528362      LT AAAsf  New Rating   AAA(EXP)sf
   A-1 Loan                  LT AAAsf  New Rating   AAA(EXP)sf

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

   B XS2940528529            LT AAsf   New Rating   AA(EXP)sf

   C XS2940528875            LT Asf    New Rating   A(EXP)sf

   D XS2940529097            LT BBBsf  New Rating   BBB(EXP)sf

   E XS2940529253            LT BBsf   New Rating   BB(EXP)sf

   F XS2940529410            LT Bsf    New Rating   B(EXP)sf

   Subordinated Notes
   XS2940529683              LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Barings Euro Middle Market CLO 2024-1 DAC is a is a static
middle-market (MM) collateralised loan obligation (CLO) that is
managed by Barings (U.K.) Limited. Net proceeds from the issuance
of the secured and subordinated notes are being used to finance a
portfolio of approximately EUR380 million of primarily senior
direct lending loans originated by Barings. The portfolio also
includes a residual 13% share of broadly syndicated loans (BSL).

KEY RATING DRIVERS

'B' Portfolio Credit Quality (Neutral): Fitch has assigned credit
opinions to all MM loan issuers. The average credit quality of
obligors is 'B'/'B-'. The Fitch weighted average rating factor
(WARF) of the current portfolio is 28.7. This is higher than the
average WARF of 25.1 for broadly syndicated loan (BSL) CLO
portfolios at end-November 2024.

High Recovery Expectations (Positive): The portfolio comprises
senior secured obligations. Fitch views the recovery prospects for
these assets as more favourable than for senior unsecured assets.
Fitch assesses the weighted average recovery rate of the current
portfolio at 60%.

Diversified Portfolio Composition (Positive): The largest three
industries represent 39.8% of the portfolio balance, the top 10
obligors represent 21.4% of the portfolio balance and the largest
obligor represents 2.1% of the portfolio. This is comparable with
BSL CLOs', despite the smaller number of obligors in the
portfolio.

Static Portfolio (Positive): The transaction does not have a
reinvestment period and discretionary sales are only permitted if
there is no event of default and are subject to a limit.
Credit-risk obligations and defaulted obligations may be sold at
any time provided that no event of default has occurred.

Maturity Extensions (Neutral): Most loans are not syndicated and
Barings is the only lender. While the European direct lending
market has grown in recent years, liquidity is still limited,
increasing the likelihood that borrowers will refinance or extend
their loans with Barings. The transaction has an initial weighted
average life (WAL) of 4.6 years and a legal final maturity of 12.3
years from closing, giving sufficient flexibility to manage
extensions.

The manager may vote in favour of a maturity amendment on
collateral obligations, if the obligations do not become
long-dated, the maturity amendment's 6.5-year WAL test is
satisfied. If the WAL test is not satisfied any amendment is
subject to a cumulative limit of 5%. Assets for which the maturity
is extended to within two years of the maturity of the notes are
accounted at Fitch collateral value in the coverage tests. In
Fitch's view, these provisions provide flexibility for the manager
and the underlying corporate borrowers, while providing an
incentive to avoid extension when possible.

Permitted Deferrable Obligation (Neutral): About 55% of the
portfolio consists of MM loans for which the terms allow the
borrower to defer part of the loan margin in excess of a minimum of
4%. In addition, less than 5% of the portfolio allows borrowers to
defer the full coupon. The deferred interest component is
capitalised. Fitch tested the transaction cash flows by applying a
haircut to the portfolio's weighted average spread, based on the
minimum applicable spread, for 36 months and found that the ratings
remain resilient and maintain a positive break-even default rate
cushion.

Deviation from Model-Implied Rating (MIR): The final ratings are
between one and two notches below their model-implied ratings
(MIR), allowing some cushion against performance deterioration,
given this is the first transaction of its type in EMEA.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would lead to a downgrade of up to four notches for class A to E
notes and to below 'B-sf' for the class F notes.

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

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

A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of four notches for the class C to F notes and two notches
for the class B notes.

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

CRITERIA VARIATION

According to Fitch's CLO and Corporate CDO Rating Criteria, the
analysis of static transactions is based on the current portfolio
stressed by downgrading the ratings of all obligors with a Negative
Outlook (floored at CCC-) by one notch. Considering that credit
opinions are not assigned an Outlook, Fitch based the analysis on
the current portfolio and assigned the ratings to the notes on the
basis of the large breakeven default rate cushions against any
material deterioration of the portfolio.

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

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

DATA ADEQUACY

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Barings Euro Middle
Market CLO 2024-1 DAC.

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

BLACK DIAMOND 2017-2: S&P Affirms 'B- (sf)' Rating on Cl. F Notes
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Black Diamond CLO
2017-2 DAC's class B notes to 'AAA (sf)' from 'AA+ (sf)', class C
notes to 'AA+ (sf)' from 'A+ (sf)', class D notes to 'A+ (sf)' from
'BBB+ (sf)', and class E notes to 'BB+ (sf)' from 'BB (sf)'. At the
same time, S&P affirmed its 'AAA (sf)' ratings on the class A-1,
A-2, A-3, and A-4 notes, and its 'B- (sf)' rating on the class F
notes.

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

S&P's ratings address timely payment of interest and ultimate
payment of principal on the class A-1, A-2, A-3, A-4, and B notes,
and ultimate payment of interest and principal on the class C to F
notes.

Since S&P reviewed the transaction in July 2023):

-- The portfolio's weighted-average rating is unchanged at 'B'.

-- The portfolio has become less diversified (the number of
performing obligors has decreased to 81 from 128).

-- The portfolio's weighted-average life has decreased to 3.30
years from 3.56 years.

-- The percentage of 'CCC' rated assets has increased to 15.03%
from 7.19%.

-- The scenario default rates have increased for all rating
scenarios, mainly due to the portfolio's reduced obligor and
industry diversification.

  Portfolio benchmarks
                                         Current     Previous

  SPWARF                                 3,097.80    2,916.31
  Default rate dispersion (%)              784.78      619.20
  Weighted-average life (years)              3.30        3.56
  Obligor diversity measure                 55.64       91.44
  Industry diversity measure                16.71       22.04
  Regional diversity measure                 1.61        1.67

  SPWARF--S&P Global Ratings' weighted-average rating factor.

On the cash flow side:

-- The transaction's reinvestment period ended in January 2022.
Since then, the class A-1 and A-3 notes have deleveraged by
EUR138.05 million. The class A-2 and A-4 notes have deleveraged by
$56.8 million.

-- Credit enhancement has increased due to deleveraging. No class
of notes is deferring interest.

-- All coverage tests are passing as of the October 2024 trustee
report.

  Transaction key metrics
                                          Current     Previous

  Total collateral amount (mil. EUR)*      201.59       357.23
  Defaulted assets (mil. EUR)                0.19         4.78
  Number of performing obligors                81          128
  Portfolio weighted-average rating             B            B
  'CCC' assets (%)                          15.03         7.19
  'AAA' SDR (%)                             61.29        57.30
  'AAA' WARR (%)                            37.62        38.59
  US$ denominated assets (%)                 8.86        14.33

*Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--scenario default rate.
WARR--Weighted-average recovery rate.

  Credit enhancement

  Class        Current     Current (%)   Previous (%)
             amount (EUR) (based on the
                           October 2024
                          trustee report)

  A-1         28,024,870 76.83  44.44
  A-2         10,052,098 76.83  44.44
  A-3          5,920,747 76.83  44.44
  A-4          2,702,177 76.83  44.44
  B           56,000,000 49.05  28.76
  C           30,900,000 33.73  20.11
  D           23,000,000 22.32  13.67
  E           18,000,000 13.39   8.63
  F           12,100,000 7.38   5.25
  M-1 Sub     21,500,000 N/A    N/A
  M-2 Sub     21,495,583 N/A    N/A

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)].
N/A--Not applicable.

S&P said, "In our view, the portfolio is now less diversified
across obligors, industries, and asset characteristics. The
aggregate exposure to the top 10 obligors is now 27.95%. The CLO
has a smoothing account that helps to mitigate any frequency timing
mismatch risks.

"Considering the continued deleveraging of the senior notes--which
has increased available credit enhancement--we raised our ratings
on the class B, C, D, and E notes, as the available credit
enhancement is now commensurate with higher levels of stress.

"At the same time, we affirmed our ratings on the class A-1, A-2,
A-3, A-4, and F notes.

"The class F notes' current break-even default rate cushion is
negative at the current rating level. Nevertheless, based on the
portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, we believe this class is able to sustain a
steady-state scenario in accordance with our 'CCC' criteria."

S&P's analysis further considers several factors, including:

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

-- S&P's model-generated break-even default rate, which is at the
'B-' rating level at 19.80% (for a portfolio with a
weighted-average life of 3.30 years) versus 10.23% if it was to
consider a long-term sustainable default rate of 3.1% for 3.30
years.

-- Whether the tranche is vulnerable to non-payment in the near
future.

-- If there is a one-in-two chance of this note defaulting.

-- If S&P envisions this tranche defaulting in the next 12-18
months.

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

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

Following the application of its structured finance sovereign risk
criteria, S&P 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.

Black Diamond CLO 2017-2 is a multi-currency cash flow CLO
transaction that securitizes loans granted to primarily
speculative-grade corporate firms. The transaction is managed by
Black Diamond CLO 2017-2 Advisor, LLC.


CAIRN CLO XIX: Fitch Assigns 'B-(EXP)' Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Cairn CLO XIX Designated Activity
Company expected ratings.

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

   Entity/Debt                  Rating           
   -----------                  ------           
CAIRN CLO XIX DESIGNATED
ACTIVITY COMPANY

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

Transaction Summary

Cairn CLO XIX DAC is a securitisation of mainly senior secured
loans (at least 90%) with a component of senior unsecured,
mezzanine, and second-lien loans. Note proceeds will be used to
fund a portfolio with a target par of EUR450 million. The portfolio
will be actively managed by Cairn Loan Investments II LLP. The CLO
will have an approximately 5.2-year reinvestment period and a
9.2-year weighted average life test (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
23.9.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.8%.

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

Portfolio Management (Neutral): The transaction has an
approximately 5.2-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines.

Cash Flow Modelling (Positive): The WAL used for the transaction's
matrix and stress portfolio analysis is 12 months less than the WAL
covenant at the issue date. This reduction to the risk horizon
accounts for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These include, amongst
others, passing both the coverage tests and the Fitch 'CCC' bucket
limitation test post reinvestment as well as a WAL covenant that
progressively steps down over time, both before and after the end
of the reinvestment period. This ultimately reduces the maximum
possible risk horizon of the portfolio when combined with loan
pre-payment expectations.

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B, C, D, E and F notes each
display a rating cushion of two notches.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to two notches for the class
B, C and D notes, and up to three notches for the class E and F
notes. The class A notes are already rated 'AAAsf' and cannot be
upgraded.

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

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

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

DATA ADEQUACY

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for CAIRN CLO XIX
DESIGNATED ACTIVITY COMPANY.

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

DRYDEN 91 2021: S&P Assigns B- (sf) Rating to Class F-R Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Dryden 91 Euro
CLO 2021 DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R
notes. There are also unrated subordinated notes outstanding from
the original transaction.

The transaction is a reset of the already existing transaction,
which S&P Global Ratings did not rate and originally closed in May
2022.

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 approximately five
years after closing, while the non-call period will end two years
after closing.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings weighted-average rating factor     2,704.04
  Weighted-average life (years)                             4.67
  Weighted-average life (years) extended
  to match reinvestment period                              5.09
  Obligor diversity measure                               105.54
  Industry diversity measure                               20.43
  Regional diversity measure                                1.17
  Weighted-average rating                                      B
  'CCC' category rated assets (%)                           0.53
  Target 'AAA' weighted-average recovery rate (%)          37.52
  Target weighted-average spread (net of floors; %)         4.12
  Target weighted-average coupon (%)                        3.54

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

The issuer may purchase loss mitigation obligations using either
interest proceeds or principal proceeds. The use of interest
proceeds to purchase loss mitigation obligations is subject to all
the interest coverage tests passing by at least 25% following the
purchase, the manager determining there are sufficient interest
proceeds to pay interest on all the rated notes on the upcoming
payment date, including senior expenses, and the par value tests
passing.

The use of principal proceeds to purchase loss mitigation
obligations is subject to the following conditions:

The aggregate collateral balance remaining above reinvestment
target par or, if not, the amount of principal proceeds used cannot
not exceed the outstanding balance of the related asset.

The class E-R notes par value test passing during the reinvestment
period and the class F-R notes par value test passing after the
reinvestment period. As a result, S&P has assumed no credit given
to the reinvestment overcollateralization test in its cash flow
modeling.

The obligation meeting the restructured obligation criteria.

The obligation ranking pari passu or senior to the obligation
already held by the issuer.

Its maturity falling before the rated notes' maturity date.

It not being purchased at a premium.

S&P said, "In our cash flow analysis, we modeled the EUR500 million
target par amount, the portfolio weighted-average spread of 4.12%,
and the portfolio weighted-average coupon of 3.54% for all rated
notes. We have assumed weighted-average recovery rates in line with
those of the target portfolio presented to us. 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 shows that the class B-1-R to
F-R notes benefit from break-even default rate and scenario default
rate cushions 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 A-R notes can withstand stresses commensurate with the
assigned rating.

"Until the end of the reinvestment period on Jan. 18, 2030, the
collateral manager can 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
default potential of the current portfolio 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 is bankruptcy remote, in line
with our legal criteria.

"The CLO is managed by PGIM Loan Originator Manager Ltd. Under our
operational risk criteria, the maximum potential rating on the
liabilities is 'AAA'.

"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 each class
of notes.

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit or restrict assets from
being related to the following industries: production of
controversial weapons; trade of illegal drugs or narcotics;
production of civilian firearms; predatory lending; extraction of
thermal coal and fossil fuels from unconventional sources;
production of or trade in pornography, adult entertainment, or
prostitution; production of tobacco or tobacco products, trade or
production in non-sustainable palm oil; speculative transactions of
soft commodities; opioid marketing and distribution; and the sale
or promotion of marijuana. Accordingly, since the exclusion of
assets related to these activities does not result in material
differences between the transaction and our ESG benchmark for the
sector, no specific adjustments have been made in our rating
analysis to account for any ESG-related risks or opportunities."

Dryden 91 Euro CLO 2021 is a European cash flow CLO securitization
of a revolving pool, comprising mainly euro-denominated leveraged
loans and bonds.

  Ratings list

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

  A-R     AAA (sf)    310.00    3M EURIBOR + 1.32%    38.00

  B-1-R   AA (sf)      24.50    3M EURIBOR + 2.20%    27.10

  B-2-R   AA (sf)      30.00    5.00%                 27.10

  C-R     A (sf)       29.25    3M EURIBOR + 2.75%    21.25

  D-R     BBB- (sf)    35.00    3M EURIBOR + 3.95%    14.25

  E-R     BB- (sf)     22.75    3M EURIBOR + 6.50%     9.70

  F-R     B- (sf)      16.00    3M EURIBOR + 8.92%     6.50

  Sub. Notes  NR       45.90    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, and F-R notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

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


HENLEY CLO XII: S&P Assigns B- (sf) Rating to Class F Notes
-----------------------------------------------------------
S&P Global Ratings assigned credit ratings to Henley CLO XII DAC's
class A-1 to F European cash flow CLO notes. The issuer also issued
unrated subordinated notes.

Under the transaction documents, the rated notes 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 approximately 4.6
years after closing, while the non-call period will end
approximately 1.6 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 is in line with our
counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor   2,981.44
  Default rate dispersion                                395.82
  Weighted-average life (years)                            4.80
  Obligor diversity measure                              122.50
  Industry diversity measure                              19.70
  Regional diversity measure                               1.14

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          0.49
  Actual 'AAA' weighted-average recovery (%)              35.95
  Actual weighted-average spread (net of floors; %)        4.04
  Actual weighted-average coupon (%)                       6.14

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. We understand that 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 (3.90%), the
covenanted weighted-average coupon (5.50%), and the actual
portfolio weighted-average recovery (WAR) rates for all rated
notes, except the class A-1 and A-2 notes, where we used the
covenanted WAR rate of 35.30% provided by the manager. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Until the end of the reinvestment period on July 15, 2029, the
collateral manager may substitute assets in the portfolio 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.

"The 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, C, D, and
E notes benefit from break-even default rate and scenario default
rate cushions 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 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
A-1 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 A-1 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 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: trade of illegal drugs or narcotics, including
recreational marijuana; one whose revenues are more than 5% derived
from tobacco and tobacco-related products; from sale or
manufacturing of civilian firearms; from pornography, prostitution;
from the extraction of thermal coal, oil sands, fossil fuels from
unconventional source one whose revenues are more than 1% derived
from sale or extraction of thermal coal, coal based power
generation, or oil sands; one whose any revenue is from illegal
deforestation; mining of or trade in uranium or asbestos fibers; a
fur trade, exotic wild animal trade and overfishing in breach of
regulatory quotas or in restricted areas engaged in material
ongoing violations of "The Ten Principles of the UN Global
Compact". 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 its rating analysis to account for
any ESG-related risks or opportunities.

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

  A-1    AAA (sf)    248.00    38.00    Three/six-month EURIBOR
                                        plus 1.28%
  
  A-2    AAA (sf)      5.00    36.75    Three/six-month EURIBOR
                                        plus 1.70%  

  B      AA (sf)      36.00    27.75    Three/six-month EURIBOR
                                        plus 2.00%
  
  C      A (sf)       27.00    21.00    Three/six-month EURIBOR
                                        plus 2.20%

  D      BBB- (sf)    28.00    14.00    Three/six-month EURIBOR
                                        plus 3.10%

  E      BB- (sf)     18.00     9.50    Three/six-month EURIBOR
                                        plus 5.90%

  F      B- (sf)      12.00     6.50    Three/six-month EURIBOR
                                        plus 8.60%

  Sub. Notes  NR      35.50      N/A    N/A

*The ratings assigned to the class A-1, A-2, and B 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.


SOUND POINT 12: S&P Assigns B- (sf) Rating to Class F Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Sound Point Euro
CLO 12 Funding DAC's class A to F European cash flow CLO notes. At
closing, the issuer also issued unrated subordinated notes.

Under the transaction documents, the rated notes 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 approximately 5.09
years after closing, while the non-call period will end two 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    2,872.72
  Default rate dispersion                                 440.87
  Weighted-average life (years)                             4.84
  Weighted-average life (years) extended
  to cover the length of the reinvestment period            5.09
  Obligor diversity measure                               119.82
  Industry diversity measure                               21.20
  Regional diversity measure                                1.23

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.50
  Target 'AAA' weighted-average recovery (%)               36.77
  Target weighted-average spread (net of floors; %)         4.02

Rating rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The target 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 (3.95%), the
covenanted weighted-average coupon (4.50%), and the target
portfolio weighted-average recovery rates for all 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 Jan. 20, 2030, 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.

"The 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 shows that the class B-1, B-2 C,
D, E, and F notes benefit from break-even default rate and scenario
default rate cushions 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 A notes can withstand stresses commensurate
with the assigned rating.

"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 A
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 A to E notes based on four
hypothetical scenarios.

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average."

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

  A       AAA (sf)    248.00    38.00    Three/six-month EURIBOR
                                         plus 1.28%

  B-1     AA (sf)      33.50    26.50    Three/six-month EURIBOR
                                         plus 1.90%

  B-2     AA (sf)      12.50    26.50    4.95%

  C       A (sf)       23.40    20.65    Three/six-month EURIBOR
                                         plus 2.20%

  D       BBB- (sf)    28.60    13.50    Three/six-month EURIBOR
                                         plus 3.15%

  E       BB- (sf)     17.00     9.25    Three/six-month EURIBOR
                                         plus 5.75%

  F       B- (sf)      10.00     6.75    Three/six-month EURIBOR
                                         plus 8.38%

  Sub     NR           30.10      N/A    N/A

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

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


TAURUS 2020-1: Fitch Lowers Rating on Class D Notes to 'Bsf'
------------------------------------------------------------
Fitch Ratings has downgraded Taurus 2020-1 NL DAC's notes as
detailed below:

   Entity/Debt             Rating           Prior
   -----------             ------           -----
Taurus 2020-1 NL DAC

   A XS2128007163      LT A+sf  Downgrade   AA-sf
   B XS2128007593      LT BBBsf Downgrade   BBB+sf
   C XS2128007759      LT BBsf  Downgrade   BB+sf
   D XS2128007916      LT Bsf   Downgrade   B+sf
   E XS2128008211      LT CCCsf Affirmed    CCCsf

Transaction Summary

Taurus 2020-1 NL DAC finances 100% of a commercial mortgage term
loan originally sized at EUR 653.3 million advanced by Bank of
America Merrill Lynch International DAC (the originator) to
entities related to Blackstone Real Estate Partners. Together with
a senior capex loan and a mezzanine loan, the senior term loan is
secured on a portfolio of office and industrial properties in the
Netherlands. The originator retains 5% of the issuer's liabilities
in the form of an issuer loan pari passu with the notes.

The loan, previously due in February 2025, was recently
restructured following negotiations between the borrower and the
servicer. The amendments included a one-year extension and a 50bp
increase in interest. As part of this restructuring, the loan will
be deemed to be in breach of the cash trap trigger, which results
in 100% escrowing of surplus rental income and disposal proceeds,
in both cases after meeting interest and release pricing owed to
both the senior and mezzanine loans as applicable.

The loan balance currently stands at EUR 395.3 million, including
both the senior loan and the drawn amount of capex loan (of which
EUR 6.4 million has been escrowed pending allocation for capex). A
further EUR 11.1 million has to date been escrowed out of surplus
cash flow. However, as trapped cash can be drawn to cover landlord
expenses, such as leasing commissions, capital expenditures and
irrecoverable expenses, it may have been spent by loan maturity in
Feb. 20, 2026.

As of November 2024, 71 properties had been sold (two additional
properties were disposed in December 2024), resulting in 45% of the
senior loan balance being repaid. Of the remaining portfolio of 34
properties, 32 are offices, with 47.5% of market value focused in
the Amsterdam area.

Fitch was informed that neither the borrower nor its affiliates
have any financial interest in the mezzanine loan.

KEY RATING DRIVERS

Restructuring Terms Credit Negative: The one-year loan extension
postpones commencement (had the loan defaulted) of i) cash sweep,
ii) subordination of mezzanine debt service, iii) allocation of
trapped cash towards note debt service and iv) a switch to
sequential principal pay. It also adds 50bps to the issuer cost of
funds accruing ahead of note principal throughout the ensuing
recovery period.

These factors explain the downgrades, with ratings no higher than
the 'Asf' category commensurate with a sub-5 year tail period.
Besides the difficulty refinancing, restructuring on these terms
signals weakness in the issuer's bargaining position.

RATING SENSITIVITIES

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

- Contraction in demand, which leads to lower rents or higher
vacancy in the portfolio.

- The change in model output that would apply with rental value
decline assumptions 15pp higher produces the following ratings:

'BBBsf' / 'BBB-sf'/ 'BB-sf' / 'B-sf' / 'CCCsf'.

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

- Improvement in portfolio performance led by rent increases and
decline in vacancy

- The change in model output that would apply with cap rate
assumptions 1pp lower produces the following ratings:

'A+sf' / 'A+sf' / 'BBBsf' / 'BBsf' / 'CCCsf'.

SUMMARY OF FINANCIAL ADJUSTMENTS

Key property assumptions (weighted by net estimated rental value;
ERV)

Fitch Estimated rental value: EUR 41.6 million

Capitalised irrecoverable amount: EUR 3.3 million

'Bsf' weighted average (WA) WA cap rate: 7.3%

'Bsf' WA structural vacancy: 20.4%

'Bsf' WA rental value decline: 9.6%

'BBsf' WA cap rate: 7.5%

'BBsf' WA structural vacancy: 23.1%

'BBsf' WA rental value decline: 12.9%

'BBBsf' WA cap rate: 7.7%

'BBBsf' WA structural vacancy: 26.0%

'BBBsf' WA rental value decline: 16.3%

'Asf' WA cap rate: 8.0%

'Asf' WA structural vacancy: 28.9%

'Asf' WA rental value decline: 19.7%

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

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

DATA ADEQUACY

Taurus 2020-1 NL DAC

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

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.

VICTORY STREET I: S&P Assigns B- (sf) Rating to Class F Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Victory Street
CLO I DAC's class A, A-R, B, C, D, E, and F notes. The issuer also
issued unrated subordinated notes.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor   2,688.60
  Default rate dispersion                                533.63
  Weighted-average life (years)                            5.12
  Obligor diversity measure                              117.40
  Industry diversity measure                              20.37
  Regional diversity measure                               1.15

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          0.00
  Target 'AAA' weighted-average recovery (%)              37.40
  Target weighted-average spread (net of floor, %)         3.95

Rating rationale

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

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 EUR300 million
target par amount, the portfolio's covenanted weighted-average
spread (3.90%), covenanted weighted-average coupon (4.00%),
covenanted weighted-average recovery rates at the 'AAA' level, and
targeted weighted-average recovery rates at all 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.

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

"Until the end of the reinvestment period on June 17, 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.

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

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

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

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

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class A 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:
manufacture or, marketing of controversial weapons; tobacco
production; any borrower which derives more than 10 per cent of its
revenue from the mining of thermal coal; any borrower which is an
oil and gas producer which derives less than 40 per cent of its
revenue from natural gas or renewables. Accordingly, since the
exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, we have not made any specific adjustments in our
rating analysis to account for any ESG-related risks or
opportunities."

Victory Street CLO I securitizes a portfolio of primarily senior
secured leveraged loans and bonds, and is managed by CIC Private
Debt SAS.

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

   A       AAA (sf)     126.00      3mE + 1.33%      38.00

   A-R     AAA (sf)      60.00      3mE + 1.33%      38.00

   B       AA (sf)       33.00      3mE + 2.10%      27.00

   C       A (sf)        18.00      3mE + 2.75%      21.00

   D       BBB- (sf)     21.00      3mE + 3.45%      14.00

   E       BB- (sf)      12.00      3mE + 6.20%      10.00

   F       B- (sf)        9.00      3mE + 8.39%       7.00

   Sub notes   NR        25.89      N/A                N/A

*The ratings assigned to the class A, A-R, and B 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 6mE when a frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month Euro Interbank Offered Rate
6mE--Six-month Euro Interbank Offered Rate.




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

FABBRICA ITALIANA: Moody's Affirms 'B3' CFR, Alters Outlook to Pos.
-------------------------------------------------------------------
Moody's Ratings affirmed the B3 long term corporate family rating
and the B3-PD probability of default rating of Fabbrica Italiana
Sintetici S.p.A. (FIS). Concurrently, Moody's affirmed the B3
rating of the EUR350 million Sustainability-Linked Senior Secured
Notes due August 2027. Moody's also changed the outlook to positive
from stable.

The rating action reflects:

-- Increasing exposure to anti-diabetics drugs provides revenue
growth, although offset by a growing reliance on this therapeutic
class

-- New molecules and positive benefits from restructuring support
EBITDA generation that aids deleveraging towards 5.0x in 2024 and
below 5.0x in 2025

-- Strengthening liquidity management including receipt of
customer advances to partially fund working capital and capital
investments as well as improved stock management

RATINGS RATIONALE

FIS's B3 CFR takes into account prospects of continued revenue
growth sustained by long-standing customer relationships and
growing exposure to anti-diabetics drugs as well as expected net
benefits from restructuring and strengthened liquidity. The
implementation of restructuring and working capital optimization
programmes have already resulted in some positive impact on FIS'
financial strengths.

At the same time, the small scale; high product, customer,
geographic and supplier concentration; high working capital in
absolute and relative terms and when compared to peers, and
reliance on factoring, all constrain the rating.

LIQUIDITY

The liquidity of FIS is adequate. As of September 30, 2024, FIS had
cash and cash equivalents of around EUR99 million (of which EUR47.6
million related to advanced customer payments) and full access to
its undrawn EUR80 million revolving credit facility. FIS also
intends to wind down its reverse factoring programme by year-end
2024 and increase the utilization of its other factoring programme
(which Moody's add to debt) to around EUR70 million. The EUR350
million senior secured notes mature in August 2027.

OUTLOOK

The outlook is positive. The positive outlook reflects ongoing
deleveraging with Moody's-adjusted debt/EBITDA at 5.1x as of
September 30, 2024 (5.4x in 2023). Moody's expect further
deleveraging towards 4.5x and below over the course of 2025.

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

Moody's could upgrade the rating if FIS had (i) Debt to EBITDA
sustained below 4.5x; (ii) EBITDA margin sustainably in the
high-teens (%); evidence of ability to pass on higher input costs
to customers to protect margins; and (iii) a stronger liquidity
profile with sustained positive FCF and EBITDA/interest expense
maintained above 2.0x.

Moody's could downgrade the ratings with (i) Debt to EBITDA
sustained above 6.0x; (ii) EBITDA margin in the low teens (%) on a
sustained basis; or (iii) weakening of liquidity, such as
persistent negative free cash flow or EBITDA/interest expense below
2.0x.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Fabbrica Italiana Sintetici S.p.A. (FIS), based in Montecchio
Maggiore/Italy, is a contract development and manufacturing company
(CDMO) that specializes in the production and development of small
molecule active pharmaceutical ingredients (API). FIS' businesses
are organised in four divisions: Custom (2023 share of net sales:
73%); Generic (22%); R&D Services (2%); and Animal Health (3%). In
2023, FIS generated turnover from sales and services of around
EUR744 million and EBITDA before (after) underlying charges of
EUR108.7 million (EUR64.4 million).

Bain Capital in December 2023 acquired a majority stake in FIS with
the founding Ferrari family retaining a minority stake and holding
a EUR250 million vendor loan as part of the transaction.



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

MAGOI BV: DBRS Confirms B(high) Rating on Class F Notes
-------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the bonds issued
by Magoi B.V. (the Issuer) as follows:

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (high) (sf)
-- Class D Notes confirmed at A (low) (sf)
-- Class E Notes confirmed at BBB (sf)
-- Class F Notes confirmed at B (high) (sf)

The credit rating on the Class A Notes addresses the timely payment
of interest and the ultimate repayment of principal on or before
the legal final maturity date in July 2039. The credit ratings on
the Class B, Class C, Class D, Class E, and Class F Notes address
the ultimate payment of scheduled interest while the class is
subordinate and the timely payment of scheduled interest as the
most senior class as well as the ultimate repayment of principal by
the legal final maturity date.

CREDIT RATING RATIONALE

The credit rating actions follow an annual review of the
transaction and are based on the following analytical
considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the October 2024 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and

-- Current available credit enhancement to the notes to cover the
expected losses at their respective credit rating levels.

The transaction is an asset-backed security (ABS) transaction
comprising a portfolio of fixed-rate unsecured amortizing personal
loans granted to individuals domiciled in the Netherlands for
general consumption. The loan portfolio is serviced by InterBank
N.V., which is owned by Credit Agricole Consumer Finance Nederland
B.V. (CACF NL). Vesting Finance Servicing B.V. was sub-contracted
as sub servicer effective 21st September 2024. The transaction
included an eight-month revolving period, which ended with the
August 2020 payment date.

PORTFOLIO PERFORMANCE

As of October 2024, loans two to three months in arrears
represented 0.3% of the outstanding portfolio balance, unchanged
since last annual review. The 90+-days delinquency ratio decreased
to 0.02% from 0.04% during this period, and the cumulative default
ratio was 0.72%, up from 0.67%.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS has maintained its base-case PD and LGD
assumptions at 4.0% and 77.0%, respectively.

CREDIT ENHANCEMENT

The credit enhancement to the rated notes is provided by the
subordination of the junior notes. As of the October 2024 payment
date, credit enhancement to the Class A, Class B, Class C, Class D,
Class E, and Class F Notes was 21.9%, 15.3%, 11.2%, 8.8%, 6.5%, and
4.2%, respectively, unchanged since closing because of the pro rata
amortization of the notes.

The transaction includes a liquidity reserve fund of EUR 0.7
million available to the Issuer during the amortization period in
restricted scenarios where the interest and principal collections
are not sufficient to cover the shortfalls in senior expenses, swap
payments, and interest on the Class A and Class B Notes. During the
accelerated redemption period, the liquidity reserve amount is not
available to the Issuer and is instead returned directly to the
liquidity provider.

The transaction also includes a commingling reserve fund of EUR 2.4
million, which may be used each month as part of the available
funds up to the collection amounts not received by the Issuer.

Credit Agricole Corporate and Investment Bank (CA-CIB) acts as the
account bank for the transaction. Based on Morningstar DBRS's
private credit rating on CA-CIB, the downgrade provisions outlined
in the transaction documents, and other mitigating factors inherent
in the transaction structure, Morningstar DBRS considers the risk
arising from the exposure to the account bank to be consistent with
the credit rating assigned to the Class A Notes, as described in
Morningstar' DBRSs "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology.

CACF NL acts as the swap counterparty for the transaction and
CA-CIB acts as the standby swap counterparty. Morningstar DBRS's
private credit rating on CA-CIB is consistent with the First Rating
Threshold as described in Morningstar DBRS's "Legal and Derivative
Criteria for European Structured Finance Transactions"
methodology.

Notes: All figures are in euros unless otherwise noted.

OCI NV: Fitch Lowers LongTerm IDR to 'BB', Keeps Rating Watch Neg.
------------------------------------------------------------------
Fitch Ratings has downgraded OCI N.V.'s Long-Term Issuer Default
Rating (IDR) and senior unsecured rating to 'BB' from 'BBB-'. The
ratings remain on Rating Watch Negative (RWN). The Recovery Rating
is 'RR4'. This follows recently closed transactions and the
announced agreements to sell its methanol business.

The downgrade reflects that OCI's recently closed sale transactions
of Fertiglobe plc and Iowa Fertilizer Company LLC (88% of group's
2022 EBITDA) and US clean ammonia project have greatly reduced its
scale and the strength of its business profile. The RWN reflects
its view that the company's business profile will further weaken
once the announced sale of its methanol business is completed,
despite the repayment of most of its debt.

Fitch will resolve the RWN once the remaining sale transaction is
completed, which may take more than six months. Upon closure of all
disposals the company's business profile will be limited to its
European nitrogen business with weak competitive position. While
OCI has been repaying most of its debt with sale proceeds, its
medium-term credit and business profiles are uncertain and will be
shaped by the evolution of its future strategy and financial
policy.

Key Rating Drivers

Most Businesses to Be Disposed: OCI has completed the sales of Iowa
Fertilizer Company LLC (IFCO) to Koch Ag & Energy for USD3.6
billion and of its majority stake in Fertiglobe plc (BBB/Stable) to
Abu Dhabi National Oil Company for USD3.62 billion and disposed of
its US clean ammonia project to Woodside Energy for USD2.35
billion. The company has also agreed to sell its global methanol
business to Methanex Corp. (BB+/Stable) for USD2.05 billion
expected to be completed in 1H25.

Net Cash Position: OCI has repaid most of its debt, with the
primary remaining debt a USD600 million bond maturing in 2033. The
company is in a net cash position and Fitch expects OCI maintains
this position until all remaining transactions are finalised.
However, the financial policy and future business strategy
following the completion of all disposals remain uncertain.

Use of Net Proceeds Uncertain: Following the disposals, OCI repaid
debt and announced extraordinary dividends of USD4.32 billion to
shareholders. Fitch understands part of the disposal proceeds after
debt repayment, capex and transaction costs may be used for
re-investment. However, the company's future use of net proceeds
remains uncertain. While acquisitions to enhance the business
profile could be potentially positive for its credit profile,
provided they are credit accretive, further dividend payments
cannot be ruled out.

Capex Primarily for Clean Ammonia: OCI needs to complete the
construction of the clean ammonia project before the asset handover
and the settlement of the deferred consideration. As of
end-September 2024, the remaining expenditure was USD750 million,
with the total investment estimated at USD1.55 billion. Fitch
expects the capex requirements can be comfortably covered by sale
proceeds, along with cash flows from businesses in the process of
disposal.

Much Smaller Scale: As of end-2024 OCI comprises methanol business,
which sale is planned to be closed in 1H25, and European nitrogen
business. EBITDA of these businesses in 2018-2023 fluctuated from a
negative USD39 million in 2023 to USD750 million in 2021. Methanol
prices increased considerably in December 2024 supporting the
segment's profitability. However, nitrogen margins remain weak.

European Nitrogen Weak: OCI's business profile will be reduced to
European nitrogen business following all the disposals. Its
profitability is currently low due to persistently high natural gas
prices. Title transfer facility natural gas prices are trading at
about 40% over the year-to-date average due to geopolitical risks,
a seasonal increase in prices and halted supply of Russian gas for
Austrian domestic consumption. Although Fitch anticipates European
natural gas prices will average USD11/mcf in 2025, European
nitrogen operations are expected to remain less competitive
compared to other regions.

However, OCI's European nitrogen facility's gas usage efficiencies,
flexibility to import ammonia through OCI's terminal in Rotterdam,
and its diversified downstream portfolio may help weather the
periods of high gas costs.

Derivation Summary

OCI's business profile is in transition, following the ongoing
disposals of most of its assets.

In comparison to peers Methanex Corp. (BB+/Stable) and Consolidated
Energy Limited (CEL, BB-/Stable), OCI's scale and market position
have been notably reduced. Methanex has enhanced its scale and
diversification through the acquisition of OCI's methanol assets,
while CEL continues to leverage its North American natural gas
advantage. OCI's European nitrogen operations face structural
challenges due to high natural gas prices, contrasting with
Methanex's and CEL's more favourable cost structures.

CEL's recent acquisitions, including a majority stake in Oman
Methanol Company, reflect its growth-oriented strategy amid a
volatile commodity price environment. While Methanex and CEL have
clear paths to deleverage and capitalise on their expansions, OCI's
credit profile is contingent on the completion of its disposals and
the strategic use of the net proceeds in the medium term, which
remain uncertain.

Key Assumptions

- The assumptions are based on completed disposals. OCI's business
is reduced to European nitrogen and methanol subsectors.

- EBITDA margin increasing to 20% by 2028.

- Capex of USD700 million in 2024.

- Large special dividend of USD4.32 billion paid in 2024 and in
2025; no dividends thereafter.

RATING SENSITIVITIES

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

- Completion of the disposal of the methanol business.

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

The ratings are on RWN, so Fitch does not expect positive rating
action. However, if OCI does not dispose of the methanol business
and provides clarity on the group's use of net asset sales
proceeds, future group strategy and financial policy, the RWN may
be removed and ratings affirmed with a Stable Outlook.

Liquidity and Debt Structure

OCI maintains large cash balances. The main upcoming debt maturity
consists of USD600 million bond due 2033. Proceeds of the asset
sales will ensure strong liquidity for OCI, but this will
ultimately depend on the company's strategy.

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
   -----------          ------         --------   -----
OCI N.V.          LT IDR BB  Downgrade            BBB-

   senior
   unsecured      LT     BB  Downgrade   RR4      BBB-



===============
P O R T U G A L
===============

ARES LUSITANI: DBRS Confirms BB Rating on Class D Notes
-------------------------------------------------------
DBRS Ratings GmbH confirmed the following credit ratings on the
notes (collectively, the rated notes) issued by Ares Lusitani -
STC, S.A. (Pelican Finance No. 2) (the Issuer):

-- Class A Notes at AA (high) (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at BBB (high) (sf)
-- Class D Notes at BB (sf)

The credit rating on the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the legal final maturity date in January 2035. The credit ratings
on the Class B, Class C, and Class D Notes address the ultimate
payment of interest while junior to other outstanding classes of
notes but the timely payment of scheduled interest when they are
the senior-most tranche, as well as the ultimate repayment of
principal by the legal final maturity date.

CREDIT RATING RATIONALE

The confirmations follow an annual review of the transaction and
are based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of October 2024 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables; and

-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective credit rating
levels.

The transaction is a static securitization of Portuguese consumer
and auto loan receivables originated and serviced by Caixa
Economica Montepio Geral and Montepio Credito - Instituicao
Financeira de Credito, S.A. The transaction closed in December 2021
with an initial portfolio balance of EUR 356.8 million and has been
repaying principal on the rated notes on a pro rata basis since.

PORTFOLIO PERFORMANCE

As of the October 2024 payment date, loans that were 0 to 30, 30 to
60, and 60 to 90 days delinquent represented 3.0%, 0.5%, and 0.2%
of the outstanding collateral balance, respectively. Gross
cumulative defaults, defined as loans more than 90 days in arrears,
amounted to 1.9% of the original collateral balance, of which 31.3%
has been recovered to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted a loan-by-loan analysis of the remaining
pool of receivables and marginally updated its base case PD and LGD
assumptions to 5.6% and 41.9%, respectively.

CREDIT ENHANCEMENT

Credit enhancement to the rated notes is provided by the
subordination of the respective junior obligations and, partially,
the cash reserve, as amortized amounts are released as principal
available funds to amortize the notes. As of the October 2024
payment date, credit enhancement to the Class A, Class B, Class C,
and Class D Notes was 19.7%, 13.8%, 8.9%, and 3.5%, respectively,
down from 20.0%, 14.2%, 9.3% and 3.9%, one year ago. The credit
enhancement decreased due to the cash reserve no longer releasing
principal to the structure as the reserve is currently at its
floor, while principal collections are used to repay the partially
uncollateralized Class E Notes. However, any amount outstanding on
the cash reserve at the time of when the rated notes are fully
repaid, or at final maturity, will be released back into the
principal available funds.

The amortizing cash reserve, fully funded at closing to EUR 3.43
million, has a target balance equal to 1.0% of the outstanding
balance of the rated notes, subject to a floor of EUR 1.78 million.
The reserve provides liquidity support to the transaction as it is
available to cover senior expenses and interest payments on the
Class A Notes. As of the October 2024 payment date, the reserve was
equal to its floor level of EUR 1.78 million.

Citibank N.A., London Branch (Citibank London) acts as the account
bank for the transaction. Based on Morningstar DBRS' private credit
rating on Citibank London, the downgrade provisions outlined in the
transaction documents, and other mitigating factors inherent in the
transaction structure, Morningstar DBRS considers the risk arising
from the exposure to the account bank to be consistent with the
credit ratings on the rated notes, as described in Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology.

Credit Agricole Corporate and Investment Bank (CACIB) acts as the
cap counterparty for the transaction. Morningstar DBRS' private
credit rating on CACIB is consistent with the first rating
threshold as described in Morningstar DBRS' "Legal and Derivative
Criteria for European Structured Finance Transactions"
methodology.

Notes: All figures are in euros unless otherwise noted.



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

SQB INSURANCE: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Uzbekistan-based Joint Stock Company
Insurance Company SQB Insurance's (SQB Insurance) Insurer Financial
Strength (IFS) Rating and Long-Term Issuer Default Rating (IDR) of
'BB-'. The Outlooks are Stable.

The ratings benefit from ownership by Uzbek Industrial and
Construction Bank Joint-Stock Commercial Bank (UICB, Long-Term IDR:
BB-/Stable). SQB Insurance's standalone credit quality reflects the
insurer's small operating scale with a focus on financial risks
insurance and reliance on the group, a weak capital position, its
good financial performance and investment risk that is consistent
with the rating.

Key Rating Drivers

Ownership Is Credit Positive: The Long- Term IDR and IFS Rating of
SQB Insurance are aligned with its sole shareholder UICB's
Long-Term IDR of 'BB-'. This reflects Fitch's view of the
importance of SQB Insurance to UICB and its strong integration of
operations within the group and management oversight. This supports
its expectation that UICB will continue to develop the insurance
business and provide support to SQB Insurance. It results in a
two-notch uplift to SQB Insurance's standalone credit quality of
'b' to arrive at the 'BB-' IFS Rating.

Limited Operating Scale: Its assessment of the business profile
captures the company's small scale with a 2% market share in 2023
and limited growth record, plus moderate competitive position and
diversification. It also reflects its high business risk with a
focus on the insurance of financial risks and growing share of
inward reinsurance business. Nearly 60% of SQB Insurance's premiums
in 2023 and in 2022 was derived from the group. This ratio
decreased to 36% in 9M24, and the company aims to diversify its
distribution channels. However, Fitch still view its reliance on
the group as significant.

Weak Capital Position: Fitch assesses SQB Insurance's capital
position as weak. Its capital position, as measured by Fitch's
Prism Global model, scored below 'Somewhat Weak' at end-2023 and
end-2022, with high asset risk contributing most to the insurer's
target capital. Its regulatory solvency margin improved to 189% at
end-9M24 from 159% at end-2023 and 132% at end-2022, supported by
good internal capital generation. However, this metric is expected
to come under pressure from October 2025 due to the tightening
capital requirements for insurance companies in Uzbekistan

Good Investment-Driven Performance: SQB Insurance demonstrates good
financial performance, driven by a strong investment result, while
underwriting results have been historically poor. The return on
average equity (ROE) was 27% in 2023 and 21% on average in
2020-2023. The Fitch-calculated combined ratio based on earned
premiums was 119% in 2023 (120% on average in 2020-2023), but its
strong investment result, which amounted to UZS33,175 million in
2023, offset an UZS12,961 million underwriting loss, and brought
the company's performance into positive territory.

Investment Risks Commensurate with Rating: The company's
investments are predominantly short-and long-term deposits, which
amounted to 97% of total investment portfolio at end-2023 and are
placed with a number of state- owned and large private banks rated
in the 'B' and 'BB' rating categories.

RATING SENSITIVITIES

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

- A downgrade of UICB's Long-Term IDR

- An adverse change in the propensity of UICB to support SQB
Insurance

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

- An upgrade of UICB's Long-Term IDR

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
   -----------              ------           -----
Joint Stock Company
Insurance Company
SQB Insurance         LT IDR BB-  Affirmed   BB-
                      LT IFS BB-  Affirmed   BB-



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

BBVA LEASING 3: DBRS Hikes Credit Rating on B Notes to B(sf)
------------------------------------------------------------
DBRS Ratings GmbH upgraded its credit ratings on the notes issued
by BBVA Leasing 3, F.T. (the Issuer) as follows:

-- Series A Notes to AA (high) (sf) from AA (sf)
-- Series B Notes to B (sf) from CCC (sf)

The credit rating on the Series A Notes addresses the timely
payment of interest and the ultimate repayment of principal on or
before the legal final maturity date in November 2043. The credit
rating on the Series B Notes addresses the ultimate payment of
interest and the ultimate repayment of principal on or before the
legal final maturity date.

The upgrades follow the annual review of the transaction and are
based on the following analytical considerations:

-- Portfolio performance, in terms of delinquencies, and defaults,
as of the November 2024 payment date;

-- Updated portfolio default rate (PD), loss given default (LGD),
and expected loss assumptions on the outstanding collateral pool;
and

-- The credit enhancement available to the rated notes to cover
the expected losses at their respective credit rating levels.

The Issuer is a static securitization of equipment and real
estate-related leases originated and serviced by Banco Bilbao
Vizcaya Argentaria, S.A. (BBVA). The transaction closed in November
2023 with an initial collateral balance of EUR 2.4 billion.

PORTFOLIO PERFORMANCE

As of the November 2024 payment date, leases 0 to 30 days in
arrears amounted to 0.3% of the outstanding portfolio balance,
leases 30 to 60 days in arrears amounted to 0.1%, while leases 60
to 90 days in arrears also amounted to 0.1%. Leases more than 90
days in arrears amounted to 0.1%. Cumulative defaults, defined as
loans six or more months in arrears, amounted to 0.13% of the
initial collateral balance.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted a loan-by-loan analysis on the remaining
pool of receivables and updated its base case cumulative PD
assumption to 8.0% from 7.5% and maintained its base case LGD
assumption at 73.5%.

CREDIT ENHANCEMENT

The Series A Notes benefit from subordination of the junior Series
B Notes as well as the EUR 120 million reserve fund, which is
available to cover senior expenses as well as interest and
principal payments on the Series A Notes until paid in full, and
interest on the Series B Notes. As of the November 2024 payment
date, credit enhancement to the Series A Notes was 30.1%, up from
19.0% at the initial rating date. The credit enhancement to the
Series B Notes is provided solely by the reserve fund (following
the full repayment of the Series A Notes) and increased to 7.9%
from 5.0% at the initial rating date.

The reserve fund amortizes with a target balance equal to the lower
of EUR 120 million and 10.0% of the outstanding balance of the
Series A and Series B Notes, subject to a floor of EUR 60 million.
The reserve fund will not amortize if certain performance triggers
are breached, including the condition that two years have elapsed
since closing. As of the November 2024 payment date, the reserve
was at its target balance of EUR 120 million.

BBVA acts as the account bank for the transaction. The account bank
downgrade language references for BBVA a Long Term Critical
Obligations Rating (COR) of A (high) (which is one notch below the
Morningstar DBRS COR of AA (low)); based on the downgrade
provisions outlined in the transaction documents and other
mitigating factors inherent in the transaction's structure,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be consistent with the credit ratings assigned
to the notes, as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.

BBVA also acts as the swap counterparty for the transaction.
Morningstar DBRS' Long Term COR of AA (low) on BBVA is above the
first rating threshold as described in Morningstar DBRS' "Legal and
Derivative Criteria for European Structured Finance Transactions"
methodology.

Notes: All figures are in euros unless otherwise noted.

[*] Fitch Affirms 'CCCsf' Rating on Five FTA UCI Spanish RMBS
-------------------------------------------------------------
Fitch Ratings has upgraded four tranches of four FTA UCI Spanish
RMBS transactions. Fitch has also removed all tranches from Under
Criteria Observation (UCO).

   Entity/Debt                 Rating           Prior
   -----------                 ------           -----
FTA, UCI 17

   Class A2 ES0337985016   LT AA+sf  Upgrade    Asf
   Class B ES0337985024    LT B-sf   Affirmed   B-sf
   Class C ES0337985032    LT CCCsf  Affirmed   CCCsf
   Class D ES0337985040    LT CCsf   Affirmed   CCsf

FTA, UCI 14

   Class A ES0338341003    LT AAAsf  Affirmed   AAAsf
   Class B ES0338341011    LT A+sf   Upgrade    BBB+sf
   Class C ES0338341029    LT CCCsf  Affirmed   CCCsf

FTA, UCI 15

   Series A ES0380957003   LT AAAsf  Affirmed   AAAsf
   Series B ES0380957011   LT Asf    Upgrade    BBB+sf
   Series C ES0380957029   LT CCCsf  Affirmed   CCCsf
   Series D ES0380957037   LT CCCsf  Affirmed   CCCsf

FTA, UCI 16

   A2 ES0338186010         LT AAAsf  Upgrade    AA-sf
   B ES0338186028          LT BB+sf  Affirmed   BB+sf
   C ES0338186036          LT CCCsf  Affirmed   CCCsf
   D ES0338186044          LT CCsf   Affirmed   CCsf
   E ES0338186051          LT CCsf   Affirmed   CCsf

Transaction Summary

The transactions comprise Spanish residential mortgages originated
and serviced by Union de Creditos Inmobiliarios S.A. E.F.C.
(BBB/Stable/F2) a specialist lender fully owned by BNP Paribas SA
(A+/Stable/F1) and Banco Santander, S.A. (A-/Stable/F2).

KEY RATING DRIVERS

European RMBS Rating Criteria Updated: The rating actions reflect
the update of Fitch's European RMBS Rating Criteria on 30 October
2024. The update adopted a non-indexed current loan-to-value (LTV)
approach to derive the base foreclosure frequency (FF) on
portfolios, instead of the original LTV approach applied before.
The updated criteria also contain a loan level recovery rate cap of
85%, lower than 100% before.

When calibrating the portfolio FF, Fitch has applied a 1.5x
transaction adjustment (TA) to UCI 14 and 15, 2.0x to UCI 16 and
2.75x to UCI 17. The TA reflects the observed portfolio performance
that materially differs from the criteria-derived
transaction-specific WAFF for these portfolios, increasing their
WAFF.

Volatile Asset Performance Outlook: The transactions are exposed to
asset performance volatility following increasing arrears. Loans in
arrears over 90 days were between 7.0% and 8.5% of the current
portfolio balance as of September 2024. This is lower than a year
ago when they were between 8.0% and 10.0%, but materially above the
average for Fitch-rated Spanish RMBS deals of 1.1%.

The higher arrears are mainly due to the increase in debt repayment
costs as the portfolios are predominantly linked to floating-rate
loans. Fitch has taken the higher arrears into account by
constraining the ratings of UCI 14 and UCI 15's class B notes at
one notch below their model implied ratings. The Outlooks on these
notes are Positive as continuing declines in arrears coupled with
increasing credit enhancement (CE) will likely lead to upgrades.

No Credit Given to Unsecured Loans: The transactions have a
significant proportion of unsecured loans, representing between
3.0% and 7.0% of the current portfolio balance including defaults,
that were granted alongside the mortgage at loan origination. Fitch
has not given credit to the proceeds from unsecured loans due to
the inherent risk of complementary loans and insufficient
performance data, resulting in negative CE ratios for the junior
tranches in its rating analysis. The class C notes and below in all
transactions are reliant on receipts from the unsecured loans to
achieve repayment in full by final maturity.

Amortisation Likely to Remain Sequential: The transactions are
currently amortising sequentially and are prevented from paying
principal on a pro-rata basis due to three months plus arrears
being above the documented threshold of 2%. Fitch believes that a
sufficient reduction in arrears to return to pro-rata amortisation
is very unlikely and has consequently assumed continued sequential
amortisation for the life of the notes in its analysis. The rating
actions, particularly the upgrade of UCI 16's class A notes,
reflect the positive CE trend from sequential amortisation.

These transactions have a high ESG Relevance Score for Transaction
Parties & Operational Risk due to the large share of restructured
loans that currently form the portfolios, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

RATING SENSITIVITIES

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

- For the class A notes of UCI 14, 15 and 16, a downgrade of
Spain's Long-Term Issuer Default Rating (IDR) that could decrease
the maximum achievable rating for Spanish structured finance
transactions. This is because these notes are rated at the maximum
achievable rating, six notches above the sovereign IDR.

- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by adverse
changes to macroeconomic conditions, interest rates or borrower
behaviour. For instance, an increase of defaults (+15%) and
decrease of the recoveries (-15%) could trigger downgrades up to
three notches.

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

- UCI 14, 15 and 16 class A notes are at the highest level on
Fitch's scale and cannot be upgraded.

- Stable to improved asset performance driven by stable
delinquencies and defaults would lead to increasing CE and
potentially upgrades. For instance, a decrease of defaults (-15%)
and an increase of the recoveries (+15%) could trigger upgrades of
up to four notches.

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

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

DATA ADEQUACY

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

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

ESG Considerations

The transactions have an ESG Relevance Score of '4' for Transaction
Parties & Operational Risk due to the large share of restructured
loans that currently form the portfolios, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

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



===========
S W E D E N
===========

NP3 FASTIGHETER: Nordic Credit Withdraws 'BB' LT Issuer Rating
--------------------------------------------------------------
Nordic Credit Rating said that it had withdrawn its 'BB' long-term
and 'N4' short-term issuer ratings on Sweden-based property manager
NP3 Fastigheter AB (publ) at the issuer's request. At the point of
the withdrawal, the ratings were affirmed and the outlook was
stable.

Rating rationale

The affirmation reflected NP3's leveraged balance sheet, modest
size, and focus on properties outside city centre locations. The
rating was constrained by below-average liquidity in NP3's main
markets and a financial risk appetite that, in our view, was
greater than reflected by the company's financial ratios.
Specifically, the rating agency viewed NP3's rapid growth and
single-year debt maturity concentrations as credit weaknesses.

These weaknesses were offset by NP3's highly cash flow generative
property portfolio and strong position in its main markets.
However, we took a positive view of the company's long lease terms,
combined with its highly diverse revenue streams (the 10 largest
tenants accounted for only 11% of rental income).

Stable outlook

The rating agency says, "At the point of withdrawal, the outlook
was stable, reflecting our expectation that NP3's net interest
coverage would remain well above 2.2x while the company targeted
continued growth through acquisitions. We expect the company to
maintain its focus on highly cash flow generative commercial
properties in northern and central Sweden, which should support its
cash flow metrics. We anticipate financial leverage will decline
below historical levels and believe that the company will maintain
net loan to value at around 56%, despite its growth focus."

Rating list      Withdrawal To From

Long-term
issuer credit rating: NR BB BB

Outlook:          - Stable Stable

Short-term
issuer credit rating: NR N4 N4


STENDORREN FASTIGHETER: Nordic Credit Ups LT Issuer Rating to 'BB'
------------------------------------------------------------------
Nordic Credit Rating said that it had raised its long-term issuer
rating on Sweden-based property manager Stendorren Fastigheter AB
(publ) to 'BB' from 'BB-'. The outlook is stable. At the same time,
the 'N4' short-term issuer rating was affirmed.

Rating rationale

The rating action reflects an improved financial risk profile,
following successful deleveraging, proactive hedging, and a
stronger balance sheet following an equity injection earlier this
year. The rating agency expects that net interest coverage will
strengthen to above 2x on a lasting basis and that net loan to
value (LTV) will remain around 55% over its forecast period through
2026, despite continued growth through acquisitions and development
projects. The stronger financial risk profile also reflects the
company's proactive refinancing approach and adequate liquidity
position.

Stendorren has attracted negative media attention about chemical
contamination at its largest property, located in Upplands-Bro. We
expect the issue to be resolved with minimal financial impact on
the company.

The long-term rating reflects Stendorren's diverse tenant base and
improved occupancy rates and operating margins. The company's
properties are mostly located in attractive logistics hubs, which
supports their long-term appeal. The rating agency says, "We take a
positive view of the company's extensive interest rate hedging,
with about 64% of interest-bearing liabilities hedged, mainly using
interest rate caps. It also reflects the owners' growth ambitions
and Stendorren's significant project pipeline, which point to
continued high project development risk over the next few years."

Stable outlook

The rating agency says, "The stable outlook reflects our view that
Stendörren's net interest coverage will improve to above 2x, as
the company grows through acquisitions and project development. The
company strengthened its balance sheet through an equity injection
of about SEK 500m earlier in the year and we believe it will
maintain its current LTV at around 55% through our forecast period.
We expect the company to remain proactive in managing its debt
maturities. We also expect that the chemical contamination at the
Upplands-Bro site will be resolved with limited financial impact."

"We believe a higher rating is unlikely at this time. We could,
however, raise it to reflect a proven commitment to a more moderate
financial risk profile combined with an improved operating
environment and greater diversity.

"We could lower the rating to reflect net LTV above 60%,
diminishing covenant headroom, or deteriorating liquidity."

Rating list         To From

Long-term
issuer credit rating: BB BB-

Outlook:        Stable Positive

Short-term
issuer credit rating: N4 N4




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

BARTOLINE LIMITED: Alvarez & Marsal Named as Joint Administrators
-----------------------------------------------------------------
Bartoline Limited was placed into administration proceedings in the
High Court of Justice, Business and Property Courts in Leeds
Insolvency and Companies List (ChD), No CR-2024-LDS-001194, and
Jonathan Marston and Joanna Bull of Alvarez & Marsal Europe LLP,
were appointed as joint administrators on Dec. 3, 2024.  

Bartoline Limited is a manufacturer of inorganic basic chemicals.

Its registered office and principal trading address is at Barmston
Close, Beverley, East Yorkshire, HU17 0LW.

The joint administrators can be reached at:

              Jonathan Marston
              Joanna Bull
              Alvarez & Marsal Europe LLP
              Suite 3 Regency House
              91 Western Road, Brighton
              BN1 2NW
              Telephone: +44 (0) 20 7715 5223

For further information, contact:

               Calvyn Smyth
               Alvarez & Marsal Europe LLP
               Email: INS_BARTOL@alvarezandmarsal.com
               Tel No: +44 (0) 20 7715 5223

FABRIX: IQ Student Buys Site out of Receivership
------------------------------------------------
Mike Phillips of Bisnow reports that IQ Student bought a central
London site out of receivership. The site was   was bought at a
discount relative to the debt secured against it.

Previously, developer Fabrix had planned to build the "Roots in the
Sky" project on the site, a high-end office featuring a rooftop
canopy with 125 trees, 10,000 plants, and 1,000 tonnes of soil,
Bisnow reports. However, the redevelopment of London's Blackfriars
Crown Court was placed into receivership over a loan from the
Reuben brothers' Motcomb Estates. Georgina Eason and Michael
Sanders of MHA were appointed as receivers.


FLAMINGO GROUP: Moody's Ups CFR & Senior Secured Term Loan to B3
----------------------------------------------------------------
Moody's Ratings has upgraded the long-term corporate family rating
and probability of default rating of Flamingo Group International
Limited (Flamingo or the company) to B3 and B3-PD respectively,
from Caa1 and Caa1-PD. Concurrently, Moody's have also upgraded the
instrument ratings on Flamingo's backed Senior Secured Term Loan B1
(TLB) due 2028, and the backed Senior Secured Revolving Credit
Facility (RCF) due 2027, to B3 from Caa1. The outlook remains
stable.

RATINGS RATIONALE

The upgrade of Flamingo's rating follows a period of stronger
operational performance, positive free cash flow generation, and an
improved liquidity position. It also reflects Moody's expectation
of continued improvement in Flamingo's credit metrics over the next
12-18 months.

Driven by significant recovery in pricing in the Flamingo Flowers
business, improved sales mix due to a greater share of
"packed-at-source" bouquets, and some favourable foreign exchange
(FX) movements, Flamingo saw nearly 20% growth in its
company-reported EBITDA over the first nine months of 2024. This
improvement in operating performance was achieved despite lower
yields and volumes in the company's farms caused by weather
conditions impacting on all business units, which had around a GBP4
million adverse impact on EBITDA over the period. The business has
also been impacted by the Red Sea crisis, which has prevented
Kenyan goods being sea-freighted and had GBP2 million adverse
impact on EBITDA over the period. In the twelve-month period ended
September 2024 (LTM September 2024), company-reported EBITDA stood
at GBP67 million, compared to GBP57 million at the end of 2023.

Flamingo's free cash flow (per Moody's definition) generation also
saw significant improvement from a GBP6 million outflow in fiscal
2023 to GBP10 million inflow in LTM September 2024, driven by the
increased EBITDA levels and a working capital release of GBP8
million, despite an outflow of GBP7.5 million related to Amend &
Extend transaction fees incurred early in the year.

As a result of improved earnings, Flamingo's Moody's-adjusted
debt/EBITDA improved to 3.7x in LTM September 2024, compared to
4.5x at the end of 2023 (pro-forma for the A&E that concluded in
January 2024). Moody's expect, however, that Moody's-adjusted
leverage will increase towards 4.0x at the end of fiscal 2024 due
to an increase in restructuring and other exceptional items (which
Moody's include in Moody's definition of Moody's-adjusted EBITDA)
by the end of the year.

In Moody's base case Moody's expect positive earnings trajectory to
continue in the next 12-18 months. Moody's forecast
company-reported EBITDA to increase above GBP70 million in fiscal
2025, driven by new contract wins with Coop, Waitrose, and Tesco
Plc (Baa3 stable), the impact of the company's overhead reduction
programs, stronger farm yields in company-owned farms and
potentially some reversal of the adverse weather impacts.
Consequently, Moody's expect Moody's adjusted debt/EBITDA to
continue decreasing below 4.0x, and interest coverage to improve
towards 2.0x. Additionally, Moody's expect Moody's-adjusted Free
Cash Flow to continue to be in the range of GBP8-10 million, as the
improvement in company-reported EBITDA and lower exceptional costs
offset working capital outflows. However, continued adverse weather
conditions, volatility in FX rates, or changes in freight costs may
put pressure on earnings and pose risks to the company's
deleveraging trajectory.

Flamingo's B3 CFR also reflects its strong market position within
certain segments of the business, although in narrow product
categories; long-standing relationships with retailers; and ability
to complement its own production with third-party sourcing,
although at the expense of profitability margins.

The CFR is constrained by limited product and customer
diversification; the political and social risks arising from its
operations in Ethiopia (Caa3 stable) and, to a lesser extent, in
Kenya (Caa1 negative); its exposure to demand volatility stemming
from customer preferences, pressure on disposable income and
retailer promotional activity; potential margin volatility arising
from pricing pressures in the UK retail market and its ability to
pass through cost increases; vulnerability to liquidity pressures
arising from working capital swings, although liquidity is
currently adequate.

LIQUIDITY

Flamingo's liquidity is adequate. The company held GBP25 million in
cash at the end of September 2024, had access to an undrawn EUR15
million RCF, and a number of uncommitted supply chain facilities.
Additionally, Moody's expect the company to generate GBP8-10
million of free cash flow over the next 12-18 months, although that
may be used to pay down outstanding amounts on the supply chain
facilities. The company is prone to significant seasonality in cash
flows, especially during the first quarter when working capital
outflows coincide with the first semi-annual interest payment on
the TLB.

ESG CONSIDERATIONS

Governance was a key rating driver of the actions, as strategic
actions undertaken by the company played an important role in the
improvement in Flamingo's operating performance, credit metrics,
and liquidity profile.

Flamingo's CIS-4 indicates the credit rating is lower than it would
have been if ESG risk exposures did not exist. The score reflects
the company's concentrated ownership, a history of internal
controls weaknesses (which the company has been addressing over the
last year) and accounting misstatements on the financial
information provided to its lenders in 2021 and 2022, and
aggressive financial policy. Environmental risks such as physical
climate risk due to its reliance on agriculture produce and
concentration of sourcing from Kenya and Ethiopia could weaken
credit quality.

OUTLOOK

The stable outlook reflects Moody's expectation that Flamingo will
continue to increase its EBITDA over the next 12-18 months, leading
to deleveraging and improving interest coverage. Additionally, it
reflects Moody's expectation that the company will continue to
maintain adequate liquidity.

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

Moody's could upgrade Flamingo's rating if it: (i) improves its
operating performance, such that its Moody's-adjusted debt/EBITDA
is sustained below 3.5x, (ii) sustains Free Cash flow (FCF)/Debt
above 5%, (iii) sustains EBITA/Interest coverage above 2.0x, and
(iv) continues to build on its currently adequate liquidity.

Moody's could downgrade Flamingo's rating if its current trajectory
of improving earnings is reversed, such that: (i) Moody's adjusted
Debt/EBITDA rises above 4.5x on a sustained basis (ii) FCF turns
negative, (iii) EBITA/Interest coverage approaches 1.0x, (iv)
liquidity deteriorates from current levels.

STRUCTURAL CONSIDERATIONS

Flamingo's B3-PD probability of default rating is aligned with its
CFR, reflecting Moody's assumption of a 50% family recovery rate,
customary for capital structures including bank debt and a single
maintenance covenant.

The B3 rating on the 2028 backed senior secured term loan B1
reflects its pari passu ranking with the EUR15 million RCF.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

COMPANY PROFILE

Flamingo Group International Limited is a business combination
between Flamingo Horticulture Ltd (Flamingo UK), a leading supplier
of cut flowers and premium vegetables to the UK premium and value
retailers, and Afriflora, the world leader in sweetheart roses
(according to third-party due diligence) supplying to major
European retailers such as Lidl, Aldi and Edeka. The company runs
farming operations primarily in Kenya and Ethiopia. In 2023 the
combined entity generated revenues of GBP601 million and
company-adjusted EBITDA of GBP57 million. Flamingo is owned by
private equity funds managed and advised by Sun Capital Partners,
Inc. and its affiliates.

FROST CMBS 2021-1: DBRS Confirms BB(high) Rating on Class E Notes
-----------------------------------------------------------------
DBRS Ratings Limited confirmed its credit ratings on the following
classes of notes issued by Frost CMBS 2021-1 DAC (the Issuer) due
in November 2033:

-- Class A (GBP) notes at AAA (sf)
-- Class B (GBP) notes at AAA (sf)
-- Class C (GBP) notes at AA (sf)
-- Class D (GBP) notes at A (low) (sf)
-- Class E (GBP) notes at BBB (sf)
-- Class F (GBP) notes at BBB (low) (sf)
-- Class A (EUR) notes at AAA (sf)
-- Class B (EUR) notes at AA (sf)
-- Class C (EUR) notes at A (low) (sf)
-- Class D (EUR) notes at BBB (low) (sf)
-- Class E (EUR) notes at BB (high) (sf)

The trends on all ratings are Stable.

The credit rating confirmations follow the underlying loan's stable
performance, which has been in line with the terms of the
facilities agreement and above its cash trap covenants that are
based on debt yield (DY) and loan-to-value ratio (LTV).

CREDIT RATING RATIONALE

The transaction is a securitization of two commercial real estate
facilities advanced by Goldman Sachs Bank Europe SE (Goldman Sachs)
to entities owned and managed by NewCold European Holding B.V.,
which is ultimately owned by NewCold Holdings LLC, a
temperature-controlled logistics company based in the Netherlands.
One facility is denominated in British pounds sterling and is
secured by a single cold-storage property in Wakefield, UK. The
other is denominated in euros and is secured against a cold-storage
asset in Rheine, Germany, and an asset in Argentan, France.
Together, the GBP facility of GBP 112.4 million and the EUR
facility of EUR 92.0 million formed the loan under the facilities
agreement at issuance. The purpose of the loan was to refinance
existing indebtedness or, in respect of the Argentan property, to
finance the purchase; to pay related financing costs; and for the
NewCold Group's general corporate purposes.

The facilities are cross-defaulting and cross-collateralized. They
started amortizing from the second year in accordance with the
facilities agreement and, as of August 2024, the outstanding
principal balances were GBP 109.5 million and EUR 89.7 million for
the GBP and the EUR facilities, respectively. The loan is expected
to keep amortizing by 0.50% on each Interest Payment Date (IPD)
going forward as long as the DY remains below 10.31%.

The facilities bear interest equal to the sterling overnight index
average (Sonia) plus a margin of 3.25% in respect of the GBP
facility and three-month Euribor plus a margin of 2.8% in respect
of the EUR facility. The interest rate risk was initially fully
hedged with a prepaid cap with a strike rate of 2.0% provided by
Goldman Sachs, which was co-terminus with the initial loan maturity
of November 2024. The first extension option of the loan was
recently exercised, extending the loan maturity to November 2025.
To exercise such extension the borrowers are required to meet
several conditions, including extending the hedging agreements up
to the new maturity date in accordance with the facilities
agreement. Morningstar DBRS infers the borrowers made compliant
hedging arrangements as the first extension option was exercised.

The financial cash trap covenants are set at an LTV of 68.77% and a
DY of 8.74% for the initial loan term, while the default covenants
are such that the LTV must always be less than or equal to 76.27%
and the DY on each loan IPD must be higher than 7.71%.

The reported DY at the August 2024 IPD was 9.66% (up from 9.12% as
of August 2023 IPD) based on an adjusted net operating income (NOI)
of EUR 22.6 million, which is 8.0% higher than the adjusted NOI
reported as of the August 2023 IPD (EUR 21.0 million). The increase
in DY was driven by the increase in NOI as well as the deleveraging
of the facilities over the past four quarters. The outstanding
balances of the GBP and EUR facilities both declined by 1.75% of
their respective initial commitment amounts between the August 2023
and August 2024 IPDs. The LTV stands at 63.51% as of August 2024,
based on the loan balance as of August 2024 and appraised values of
the assets as of December 2022.

CBRE Limited (CBRE) most recently revalued the portfolio as of July
2024, although the most recent servicer report dated August 2024
does not reflect this valuation. The value of the Wakefield asset
went up by 9.5% to GBP 185.7 million from the previous valuation of
GBP 169.6 million dated December 2022. The value of the Rheine
asset, inclusive of the extension that is expected to deliver
34,000 additional pallets in 2025, declined by 11.3% to EUR 98.8
million from EUR 111.4 million, and the value of the Argentan asset
increased by 13.3% to EUR 39.6 million from EUR 34.9 million. The
decline in the value of the Rheine asset is primarily driven by a
long-term decline in EBITDA at the facility. According to
information provided in the appraisal report, the downward trend in
the Rheine asset's EBITDA was due to several factors such as
production shortages of some of the facility's key tenants (which
affected storage volumes and thereby revenue) and the closing of
the meat center in 2023. Management forecasts revenue in 2024 to be
slightly lower than 2023, but broadly stable, and intends to grow
revenue back to historic levels through increases in rates on
existing customer contracts and by recycling less profitable
contracts in place of new ones that provide higher stock turns and,
in turn, revenue. The opening of the extension at the facility is
also expected to contribute to higher activity at the asset as a
whole.

The initial loan maturity date was in November 2024 with two
one-year extension options available thereafter. If fully extended,
the transaction is expected to repay in full by November 2026. If
the loan is not repaid by then, the transaction will have a
seven-year tail period to allow the special servicer to work out
the loan by November 2033 at the latest, which is the legal final
maturity date.

Morningstar DBRS maintained its initial underwriting assumptions of
a cap rate at 7.5% for both facilities and net cash flow (NCF) of
GBP 10.7 million for the GBP facility and EUR 8.5 million for the
EUR facility. Adjusted NOI for the GBP facility increased by 4.8%
to GBP 11.8 million as of August 2024 from GBP 11.3 million as of
August 2023 despite a decline in occupancy to 83% from 86% over the
same time frame. According to the servicer report, occupancy can
fluctuate depending on customer production rates and it is possible
for revenue to remain strong independent of occupancy as a result
of agreed minimum revenue and high handling income. Meanwhile,
adjusted NOI for the EUR facility increased by 11.0% to EUR 8.9
million as of August 2024 from EUR 8.0 million as of August 2023
and occupancy remained stable (73.0% as of August 2024 versus 72.0%
as of August 2023). Morningstar DBRS' current haircut to the NCF
for the GBP facility and the EUR facility is -9.5% and -4.2%,
respectively. Morningstar DBRS' haircut to the most recent
appraised property values stand at -23% and -18% for the GBP and
EUR facilities, respectively.

To maintain compliance with applicable regulatory requirements,
Goldman Sachs Bank USA retained an ongoing material economic
interest of no less than 5% of the securitization via an Issuer
loan, which Goldman Sachs Bank USA advanced on the closing date (30
November 2021).

The Issuer also established two separate reserves, one for the GBP
notes (the Issuer GBP liquidity reserve) and one for the EUR notes
(the Issuer EUR liquidity reserve). The liquidity reserve in
respect of both the GBP and EUR notes covers the interest payments
on Class A to Class D. The Class GBP E, Class EUR E, and Class GBP
F notes are subjected to an available funds cap where the shortfall
is attributable to an increase in the weighted-average margin on
the notes. Based on a cap strike rate of 2%, Morningstar DBRS
estimates that the liquidity reserve will cover 10 months of
interest payments in respect of the covered GBP notes and 16 months
of interest payments in respect of the covered EUR notes, assuming
the Issuer does not receive any revenue. After the expected note
maturity date in November 2026, the interest rates on the notes
will be capped at 4.0% plus their respective margins. Based on a
Sonia and a Euribor cap of 4.0%, Morningstar DBRS estimates that
the liquidity reserve will cover seven months of interest payments
in respect of the covered GBP notes and 11 months of interest
payments in respect of the covered EUR notes, assuming the Issuer
does not receive any revenue.

Notes: All figures are in British pound sterling unless otherwise
noted.

MERCER AGENCIES: Keenan Corporate Named as Joint Administrators
---------------------------------------------------------------
Mercer Agencies Ltd was placed into administration proceedings in
the High Court of Justice in Northern Ireland Chancery Division
(Company Insolvency), No 29118 of 2024, and Scott Murray and Ian
Davison of Keenan Corporate Finance Ltd, were appointed as joint
administrators on Nov. 29, 2024.

Mercer Agencies specializes in the wholesale of household goods
(other than musical instruments).

Its registered office is at Moira Industrial Estate, Old Kilmore
Road, Moira, BT67 0LZ.

The joint administrators can be reached at:

              Scott Murray
              Ian Davison
              Keenan Corporate Finance Ltd
              10th Floor Victoria House
              15-17 Gloucester Street
              Belfast, BT1 4LS

Contact Information:
             
             Email: mmclean@keenancf.com
             Telephone Number: 028 9023 3023


THAMES WATER: S&P Assigns 'CC' ICR on Pending Restructuring
-----------------------------------------------------------
S&P Global Ratings assigns 'CC' long-term issuer credit ratings to
Thames Water Utilities Finance PLC (TWUF) and Thames Water
Utilities Ltd. (TWUL); at the same time, S&P affirmed its 'CC'
rating on the class A debt and its 'C' rating on the class B debt,
with recovery ratings of '3' (65% recovery) and '6' (0% recovery),
respectively.

The negative outlooks reflect that, if a proposed transaction that
S&P characterizes as distressed debt restructuring were to occur,
it would lower the ratings to 'D' (default).

S&P understands the lenders of TWUF's Canadian dollar (C$) 250
million debt due on Dec. 12, 2024, received full repayment of
principal and interest.

According to TWUL's interim results published Dec. 10, 2024,
creditors representing more than 75% of the class A debt have
entered into a transaction support agreement that allows the
company to issue super senior debt and extend the maturity of its
outstanding class A and class B debt.

Additionally, proposals to amend the security trust and
intercreditor deed (STID) were passed on Nov. 19, 2024, prompting a
release of the debt service reserve and operation and maintenance
(O&M) reserve to the company's operating account for liquidity
enhancement.

S&P said, "We no longer consider our methodology for structurally
enhanced debt applicable for rating the debt of TWUL and TWUF.  
According to the interim results published on Dec. 10, 2024, TWUL's
creditors representing more than 75% of the class A debt have
entered into a transaction support agreement that allows the
company to issue super senior debt and extend the maturity of the
outstanding class A and class B debt. In addition, on Nov. 18,
2024, the STID proposals were passed, resulting in the release of
the debt service and O&M reserves into the company's operating
accounts for liquidity enhancement. These changes remove the
structural enhancements of the debt that, according to our
criteria, were designed to reduce the likelihood that TWUL and TWUF
may default. We therefore no longer believe debt issued by TWUL and
TWUF are in scope of our methodology "Rating Structurally Enhanced
Debt Issued By Regulated Utilities And Transportation
Infrastructure Businesses" published on Feb. 24, 2016.

"We view the proposed liquidity extension transaction to be a
distressed debt restructuring.   The proposed transaction includes
changes that would mean investors receive less value than promised
from the original class A and class B notes, without adequate
compensation.

"The negative outlooks indicate that, if the proposed transaction
that we characterize as distressed debt restructuring were to
occur, we would lower the issuer credit ratings on TWUL and TWUF to
'D'."

S&P could lower the issuer credit ratings if TWUL:

-- Misses any principal or interest payments; or

-- Implements the proposed distressed debt restructuring.

S&P could revise the outlook to stable or raise the ratings if TWUL
meaningfully improves its liquidity position without weakening
terms for current lenders.


XPRESS MONEY: Dec. 27 Proof of Claim Submission Deadline Set
------------------------------------------------------------
The joint Special Administrator of Xpress Money Services Limited
(In Special Administration), David Hudson, intends to declare a
first and final dividend to the Company's unsecured creditors
within the period of two months from the last date for proving.

All creditors of the Company are required, on or before December
27, 2024, which is the last date for proving, to prove their debt
by sending to the Joint Special Administrator of the Company, a
written statement of the amount they claim to be due from the
Company and to provide such further details or produce such
documentary or other evidence as may appear to the Joint Special
Administrators to be necessary. A distribution may be made without
regard to the claim of any person in respect of a debt not proved,
A creditor who has not proved his debt before the fast date for
proving is not entitled to disturb, by reason that he has not
participated in the dividend, the distribution of that dividend or
any other dividend declared before his debt is proved.

David Hudson and Philip David Reynolds of FRP Advisory Trading
Limited were appointed Joint Special Administrators on February 11,
2022.

For further details, contact the Joint Special Administrators. They
can be reached at:

FRP Advisory Trading Limited
2nd Floor
10 Cannon Street
London, EC4N GEU
Email: xpressenquiries@frpadvisory.com

Alternative contact: Ashly Sunny




===============
X X X X X X X X
===============

[*] BOOK REVIEW: PANIC ON WALL STREET
-------------------------------------
A History of America's Financial Disasters

Author:      Robert Sobel
Publisher:   Beard Books
Softcover:   469 Pages
List Price:  $34.95
Review by:   Gail Owens Hoelscher
http://www.beardbooks.com/beardbooks/panic_on_wall_street.html    

"Mere anarchy is loosed upon the world, the blood-dimmed tide is
loosed, and everywhere the ceremony of innocence is drowned; the
best lack all conviction, while the worst are full of passionate
intensity."

What a terrific quote to find at the beginning of a book on a
financial catastrophe! First published in 1968. Panic on Wall
Street covers 12 of the most painful episodes in American financial
history between 1768 and 1962. Author Robert Sobel chose these
particular cases, among a dozen or so others, to demonstrate the
complexity and array of settings that have led to financial panics,
and to show that we can only make; the vaguest generalizations"
about financial panic as a phenomenon.  In his view, these 12 all
had a great impact on Americans of the time, "they were dramatic,
and drama is present in most important events in history." They had
been neglected by other financial historians. They are:

       William Duer Panic, 1792
       Crisis of Jacksonian Fiannces, 1837
       Western Blizzard, 1857
       Post-Civil War Panic, 1865-69
       Crisis of the Gilded Age, 1873
       Grant's Last Panic, 1884
       Grover Cleveland and the Ordeal of 183-95
       Northern Pacific Corner, 1901
       The Knickerbocker Trust Panic, 1907
       Europe Goes to War, 1914
       Great Crash, 1929
       Kennedy Slide, 1962

Sobel tells us there is no universally accepted definition if
financial panic. He quotes William Graham Sumner, who died long
before the Great Crash of 1929, describing a panic as "a wave of
emotion, apprehension, alarm. It is more or less irrational. It is
superinduced upon a crisis, which is real and inevitable, but it
exaggerates, conjures up possibilities, take away courage and
energy."

Sobel could find no "law of panics" which might allow us to predict
them, but notes their common characteristics. Most occur during
periods of optimism ("irrational exuberance?"). Most arise as
"moments of truth," after periods of self-deception, when players
not only suddenly recognize the magnitude of their problems, but
are also stunned at their inability to solve them. He also notes
that strong financial leaders may prove a mitigating factor, citing
Vanderbilt and J.P. Morgan.

Sobel concludes by saying that although financial panics have
proven as devastating in some ways as war, and while much research
has been carried out on war and its causes, little research has
been done on financial panics. Panics on Wall Street stands as a
solid foundation for later research on the topic.


[*] Kroll Comments on Latest Company Insolvency Figures
-------------------------------------------------------
Kroll has published the latest November insolvency statistics.
Highlights include:

* Administrations decreased to 103 in November (from 105 in
October 2024). LTM trend has levelled out.

* On a pro-rata basis, 2024 administrations are tracking 4.4%
higher compared to 2023.

* Manufacturing (167) and Construction (130) have displayed the
highest number of administrations in 2024.

* Media & Tech administrations continue to increase while Leisure
& hospitality has seen an uptick in November.

Reflecting on Company Administrations which Kroll tracks and which
generally reflect larger businesses, Benjamin Wiles, UK Head of
Restructuring at Kroll, said: "In terms of company administrations,
while our data shows we expect to see a small increase compared to
last year, what the figures don't reflect is a bigger pick up in
restructuring activity. There of course are many companies
experiencing distress, where an insolvency is the only way to save
the business. However, I'd say the majority of companies we have
advised have come away with a solvent solution. Whether that's
refinancing, restructuring debt or capital injections.

"Following the Budget, there is understandable interest in sectors
like hospitality, leisure and care homes. The new measures won't
take effect until the Spring, so it's unlikely we will see an
immediate uptick in insolvencies post-Christmas, however, these
businesses are beginning to plan now in anticipation."

                    About Kroll

As the leading independent provider of risk and financial advisory
solutions, Kroll leverages unique insights, data, and technology
to
help clients stay ahead of complex demands. Kroll's team of more
than 6,500 professionals worldwide continues the firm's nearly
100-year history of trusted expertise spanning risk, governance,
transactions, and valuation. Kroll's advanced solutions and
intelligence provide clients the foresight they need to create an
enduring competitive advantage. Learn more at Kroll.com



                           *********


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.


                * * * End of Transmission * * *