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

                          E U R O P E

          Tuesday, December 24, 2024, Vol. 25, No. 257

                           Headlines



F R A N C E

ALTICE FRANCE: $2.15BB Bank Debt Trades at 18% Discount
POSEIDON BIDCO: EUR1.10BB Bank Debt Trades at 35% Discount


G E R M A N Y

FRESSNAPF HOLDING: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable
THYSSENKRUPP AG: S&P Affirms 'BB' Rating, Outlook Stable


I R E L A N D

AVOCA CLO XVI: S&P Assigns B- (sf) Rating to Class F-R-R Notes
BASTILLE EURO 2020-3: S&P Assigns B- (sf) Rating to Cl. E-R Notes
CARLYLE EURO 2024-2: S&P Assigns B- (sf) Rating to Class E Notes
DRYDEN 91: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
HENLEY CLO XII: Fitch Assigns 'B-sf' Final Rating to Class F Notes

JUBILEE CLO 2018-XX: S&P Assigns B- (sf) Rating to Class F-R Notes
SOUND POINT 12: Fitch Assigns 'B-sf' Final Rating to Class F Notes
VICTORY STREET I: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes


I T A L Y

ARCAPLANET: S&P Raises ICR to 'B+' on Deleveraging, Outlook Stable
RENO DE MEDICI: S&P Downgrades Rating to 'B-', Outlook Stable


L U X E M B O U R G

ALTISOURCE SARL: $412MM Bank Debt Trades at 53% Discount
CONSTELLATION OIL: S&P Rates $650MM Senior Secured Notes 'B+'


S P A I N

GRIFOLS, SA: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
MADRID RMBS III: Moody's Ups Rating on EUR55.5MM B Notes to Ba2
SANTANDER CONSUMER: Moody's Affirms Ba2(hyb) Preferred Stock Rating


S W I T Z E R L A N D

SELECTA GROUP: Moody's Affirms 'Caa1' CFR, Alters Outlook to Neg.


T U R K E Y

ORDU YARDIMLASMA: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable


U N I T E D   K I N G D O M

IHS HOLDING: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
PEOPLECERT WISDOM: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
RENALYTIX PLC: Shareholders OK Directors' Remuneration
SHERWOOD PARENTCO: Moody's Affirms 'B2' CFR, Outlook Now Stable
TALKTALK TELECOM: S&P Upgrades LT ICR to 'CCC+', Outlook Stable

ZEPHYR MIDCO 2: S&P Affirms 'B-' Long-Term ICR, Outlook Positive

                           - - - - -


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F R A N C E
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ALTICE FRANCE: $2.15BB Bank Debt Trades at 18% Discount
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Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 82.4
cents-on-the-dollar during the week ended Friday, December 20,
2024, according to Bloomberg's Evaluated Pricing service data.

The $2.15 billion Term loan facility is scheduled to mature on
February 2, 2026. About $546 million of the loan has been drawn and
outstanding.

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

POSEIDON BIDCO: EUR1.10BB Bank Debt Trades at 35% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Poseidon Bidco SASU
is a borrower were trading in the secondary market around 64.7
cents-on-the-dollar during the week ended Friday, December 20,
2024, according to Bloomberg's Evaluated Pricing service data.

The EUR1.10 billion Term loan facility is scheduled to mature on
March 1, 2030. The amount is fully drawn and outstanding.

Poseidon Bidco provides financial transaction services. The
Company's country of domicile is France.



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G E R M A N Y
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FRESSNAPF HOLDING: S&P Assigns 'BB-' Long-Term ICR, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to Fressnapf Holding SE, Europe's leading pet care retailer,
and its 'BB-' issue rating, with a '3' recovery rating, to the
company's EUR800 million senior unsecured notes. The '3' recovery
rating on the notes indicates its expectation of meaningful
recovery (50%-70%; rounded estimate: 60%) in the event of payment
default.

S&P said, "The stable outlook reflects our expectation that the
Arcaplanet acquisition will reinforce Fressnapf's leading position
in Europe while the cost base restructuring will temporarily weigh
on its margin. We forecast S&P Global Ratings-adjusted debt to
EBITDA should improve to 3x-4x over 2025-2026 from about 4.1x in
2024.

"The final issuer credit and issue ratings on the notes are BB- in
line with the preliminary ratings we assigned Oct. 21, 2024.   The
final amount of the issued senior unsecured notes is in line with
the EUR800 million originally proposed. The margin on the EUR800
million fixed rates notes due 2031 is 5.25%. There are no material
changes to the final debt documentation since our original review,
or to our forecasts."

The 'BB-' rating follows Fressnapf's issuance of EUR800 million of
notes to finance the acquisition of Agrifarma S.p.A. (Arcaplanet)
and repay outstanding financial debt at Allegro.   As announced in
June 2024, Fressnapf intends to acquire the remaining 67% stake in
Arcaplanet from its previous majority owner Cinven and its
management. The transaction has concluded on Dec. 2, 2024, with the
new capital structure comprising EUR800 million of senior unsecured
notes due 2031 issued at Fressnapf Holding SE and the existing
EUR550 million senior secured notes due 2028 outstanding at
Arcaplanet (rated 'B'). It also includes a EUR300 million senior
unsecured RCF due 2029 that is undrawn at closing issued at
Fressnapf to support the group's liquidity. S&P understands that
the profit and loss transfer agreement between Fressnapf and its
parent Allegro Invest ceases to exist on Dec. 31, 2024, and that
the entire financial debt at Allegro Invest has been repaid. It is
also confirmed that Agrifarma has fully repaid and cancelled its
EUR80 million RCF and stores and operating assets of Fressnapf
Luxembourg have been acquired. At year-end 2024, S&P expects pro
forma leverage of about 4.1x.

The acquisition of Arcaplanet will reinforce Fressnapf's leading
position in the continental European pet care retail market, with
pro forma revenue of more than EUR3.4 billion for 2023.   The
combined group is well diversified, operating through its brands
Fressnapf, Maxi Zoo, Zoo City, and Arcaplanet in 13 European
countries (excluding Luxembourg), and retains a leading market
position in the niche pet retail markets in Germany (37% of revenue
in the 12 months to June 30, 2024), Italy (20% of revenue), France
(15% of revenue), and Austria (8% of revenue), while scale is a
constraining factor for Fressnapf's business profile. In Germany,
the group mainly operates through franchise stores, for which it
acts as a wholesale supplier and receives service fees from its
franchisees, while it mostly operates its own stores outside
Germany. Fressnapf leases its retail network, which allowed a
relatively rapid store expansion in recent years. S&P said, "More
than 500 new stores were opened after 2020 and we expect a further
acceleration in the next three years, with more than 150 new store
openings per year. The group aims to attract and retain customers
through its extensive pet food offering, accounting for 75% of its
revenue, as it leverages its skilled staff to provide advice in
store. We believe this represents a key competitive advantage
compared with more generic pet supermarkets. Fressnapf aims to
shift customers to its exclusive brand portfolio, which accounted
for 50% of its total sales in 2023. The portfolio is tilted toward
the premium category and competes with branded products, at a lower
price point. The launch of its Friend's loyalty program in 2022,
which supports customer retention for its food and non-food
products by granting discounts and improves direct marketing.
Overall, we believe the group's focus on food offerings and its
own-brand portfolio is a key barrier to entry in its existing
markets since it increases brand loyalty. On the flip side, as
consumers are reluctant to switch frequently between pet food
brands, we acknowledge that a new store typically is profitable
after the first year, but reaches full revenue potential only after
four to five years from its opening."

S&P said, "Supportive underlying market trends and new store
rollouts support our expectation of about 10% revenue growth per
year until 2026.   The steady growth of the European pet care
market over the past five years has been driven by a shift toward
higher value products, thanks primarily to secular changes in
customers' attitudes toward their pets and an increasing
willingness to improve their living conditions. These
premiumization trends are well embedded in the group's exclusive
brand range that will more than offset a modest decline in overall
pet population, leading to like-for-like revenue growth of more
than 2% in its brick-and-mortar business. In addition, we expect
new stores, stores opened within the last four years, and the
extent and rollout of online offerings across core markets to
contribute most of the total revenue growth, expected at about 10%
per year until 2026. We expect adjacent revenue streams of
grooming, veterinarian services, and sales of internally
manufactured products to have no meaningful impact on revenue
development.

"Fressnapf's integrated business model and brand awareness drive
its solid EBITDA margins, which we expect to be 16%-18% over
2025-2026.   Fressnapf derives about 75% of its earnings from food
products, which makes it akin to a specialized food retailer, with
limited seasonality in earnings. In contrast to traditional food
retailers, its profitability is much higher and it compares well
with other rated specialized food retailers, such as Picard Groupe
(15.9% in 2023), Euro Ethnic Food (estimated at 22.8%), and pet
retailers in the U.S., such as PetSmart LLC (estimated at 19.4% in
2023) and Petco Health & Wellness (12.1% in 2023). Profitability is
supported by the high contribution of exclusive brands to revenue
and gross margins. In our view, the exclusive brand positioning
drives customer loyalty, while enabling cost control. Moreover, we
assess demand for specialized and premium brands to be largely
inelastic, since pricing is coupled with good quality. We expect
S&P Global Ratings-adjusted EBITDA margins to improve to about
16.8% in 2026 from 16.1% in 2024, but expect that the group will
incur costs to streamline the Fressnapf operations (mainly in 2025)
that will temporarily constrain its margin at about 15.4%. We note
that Arcaplanet's profitability is significantly higher than
Fressnapf's, achieving a 22.5% S&P Global Ratings-adjusted EBITDA
margin in 2023 compared with 13.8% at Fressnapf. We believe that
this is mainly related to a more efficient fixed-cost structure and
the profitable omnichannel business, which are both pillars of the
management's current strategy at Fressnapf."

In the near term, one-off expenses to achieve cost savings will
reduce profitability.   Fressnapf is looking to improve its cost
structure through a reduction in overhead costs and investment in
warehouse capacity, with three warehouses to open over 2025-2026 to
support its online business and lower logistics expenses. S&P said,
"We expect that those cost savings will contribute at least 100
basis points to S&P Global Ratings-adjusted EBITDA margin by 2026,
despite meaningful one-off costs of more than EUR90 million in
aggregate between 2024 and 2026, of which most should be incurred
in 2025. With the increased scale following the acquisition and
growth from recently opened stores, the group has the potential for
lower procurement costs and an improved product mix, while we
believe this will be partially offset by pricing initiatives
(online and loyalty program) to attract customers. Since Arcaplanet
will be managed separately for now, we see limited personnel cost
savings but rather benefits from combined procurement."

S&P said, "We see execution risks for Fressnapf's management
initiatives to lift margins.   The pet food market in 2024 has
softened, which we believe is due to a normalization effect after
years of growth. While we expect the slowdown to be temporary, the
ambitious store opening plans, which are focused on markets outside
Germany, might take longer to ramp up compared with previous
cohorts that benefitted from the higher demand during the pandemic.
While we expect the group will expand its store network, Fressnapf
has yet to undergo the transformation into an omnichannel retailer,
extend and rollout online capabilities in existing and further
markets, and enable click and collect for its customers. We see
these as a necessity to compete with pure players in e-commerce
like Amazon and attract new customers to drive footfall and convert
them to exclusive brand products. The continued collaboration with
Cinven should help to transform the group from a family owned
business and cost structure, leveraging the successful
transformation of Arcaplanet, instore efficiency, and omnichannel.
While we see limited integration risk in relation to the Arcaplanet
acquisition as the business is expected to be operated on a
stand-alone basis, this could still demand management's attention
at a time when the group is focused on the execution of cost
reduction initiatives at Fressnapf, store expansion, and
enhancement of online capabilities."

The rating is supported by a conservative financial policy.   This
translates into S&P Global Ratings-adjusted debt to EBITDA at about
4x over 2024-2025 and close to 3x in 2026. The rating is
constrained by the group's limited free operating cash flow (FOCF)
after leases over 2024-2025. S&P said, "We expect reported FOCF
after leases to remain positive in 2024 and 2025, despite the
group's major expansion capital expenditures (capex) for three
warehouses that we expect will be operational in 2025 or 2026 and
net store openings of more than 150 per year, which, coupled with
maintenance investments, will come in at EUR211 million in 2024 (6%
of sales) and EUR184 million in 2025 (5% of sales). We expect capex
to decline to about 4% thereafter. The group's financial policy
aims to strongly deleverage the capital structure from the current
level of about 4x as adjusted by S&P Global-Ratings and it is
supported by a shareholder agreement entailing no dividend payments
for the next four years. We expect the group can deleverage rapidly
in 2026, close to 3x as it benefits from the ramp-up of new store
openings, realization of cost savings, and a material reduction of
one-off costs. While some of the cost savings are set to be
delivered on time, the group is involved in several strategic
initiatives that we believe could pose a risk to the rapid S&P
Global Ratings-adjusted EBITDA expansion to EUR758 million in 2026
reflecting growth of 40% compared with EUR541 million in pro forma
2023."

Inability to deliver Fressnapf's strategic plan could impair the
group's equity value, raising concern over the way Cinven could
monetize its minority stake in Fressnapf.   S&P said, "While the
financial policy in itself is supportive for a family owned
business, and the sponsor Cinven is only a minority shareholder, we
deem that financial sponsors in general have finite holding
periods. We see a risk that a potential change to the shareholder
structure or shareholder remuneration after the four-year dividend
holiday period could affect leverage. Given the investments
required to support the expansion and cost restructuring plan in
the next two years, we believe the group has limited flexibility to
absorb underperformance versus our current base case because
leverage is close to 4x over 2024-2025, before improving to about
3x in 2026. We understand that the Fressnapf group will incur most
upfront costs, which we expect to weigh on Fressnapf's cash flow
generation and its cash position in the next 12-24 months. We
understand that the Fressnapf group will incur the majority of
upfront costs, and upstreaming of cash from the more profitable and
cash generative Arcaplanet group is bound by the restrictions of
its senior secured notes."

S&P said, "The stable outlook reflects our expectation that
Fressnapf's acquisition of Arcaplanet will reinforce its leading
position in the European pet care retail market, which we expect
will return to growth from 2025, supporting Fressnapf's store
expansion in selected countries. At the same time, Fressnapf is
restructuring its cost base, which will temporarily weigh on its
margin profile and, combined with heightened capex, lead to FOCF
after leases of EUR50 million-EUR75 million in 2024-2025. As a
result of these initiatives, we expect that S&P Global
Ratings-adjusted EBITDA margins will improve to more than 16.5%
from 2026 from 16.1% in 2024 and S&P Global Ratings-adjusted debt
to EBITDA should improve to the 3x-4x range over 2025-2026 from
about 4.1x in 2024.

"We could lower the rating if the group faces problems in ramping
up new stores or cannot defend its current market position,
resulting in a contraction in its S&P Global Ratings-adjusted
EBITDA margins. This could result from strategic missteps in its
growth initiatives, weaker industry dynamics than expected, or
inability to improve Fressnapf's cost structure.

"Under this scenario we would likely see a contraction of reported
FOCF after leases compared with our current expectations, with S&P
Global Ratings-adjusted leverage significantly exceeding 4.0x, or
funds from operations (FFO) to debt remaining significantly below
20%."

Rating pressures could also arise if the company pursues a more
aggressive financial policy through mergers and acquisitions,
unexpected shareholder renumeration, or a debt-financed purchase of
minority interests.

S&P said, "We could raise the rating if we have evidence that the
group successfully rolls out new stores as planned, grows its
customer base through its omnichannel approach, and is delivering
the planned cost savings at Fressnapf, resulting in structurally
higher S&P Global Ratings-adjusted EBITDA margins of more than 18%.
Under this scenario we would observe solid FOCF after leases
supporting leverage well below 4x and FFO to debt over 20%, in line
with the shareholders' ambition to deleverage the capital structure
over time. We would also require a clearer view on a potential exit
of its minority shareholder."


THYSSENKRUPP AG: S&P Affirms 'BB' Rating, Outlook Stable
--------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term and 'B' short-term
rating on Germany-based Thyssenkrupp AG (tk).

The stable outlook reflects S&P's view that the group will improve
its operating performance, largely maintain its S&P Global
Ratings-adjusted indebtedness despite its heavy investment program,
and therefore maintain FFO to debt of more than 30% over the next
12-18 months.

Weak profitability is set to recover, supported by gradual economic
improvement in Europe and through its ongoing performance
strengthening measures, with the adjusted EBITDA margin approaching
5%, and improving over the next 12-18 months.   In fiscal 2024, tk
reported a revenue decrease of 6.6% year on year to EUR35 billion.
Weaker end-markets dynamics resulted in softer operating
performance with lower volumes and pricing, affecting especially
its Materials Services and Steel Europe divisions. Additional
one-off costs relating to its performance program also affect the
result. S&P said, "Overall, the group's S&P Global Ratings-adjusted
EBITDA fell to EUR0.9 billion (from EUR1.6 billion in fiscal 2023)
and S&P Global Ratings-adjusted EBITDA margin declined to 2.6%
(4.2%) falling short of our expectation of 4.0%-4.5%. For 2025, we
forecast S&P Global Ratings-adjusted EBITDA margins to recover to
4.0%-4.5%, with EBITDA of EUR1.5 billion-EUR1.6 billion, and about
5% in fiscal 2026 (EUR1.8 billion), bringing FFO to debt to above
80% in both years. Besides the more positive economic conditions,
we expect measures from ongoing restructuring and performance
initiatives to become more visible as benefits from its high
expansion investments (leaving out investments in green steel)
where capex spent continues exceed depreciation (leaving out
impairments) by more than EUR400 million per year." A failure of
recovery in profitability would stress the ratings because it would
question the group's competitiveness and debt might increase due to
lower cash generation.

Thyssenkrupp's shape and scope remains uncertain.   The group
continues to streamline and optimize its industrial portfolio,
including to find new owners or co-investors for its steel business
(30% of 2024 revenue) and marine systems division (6%), as well as
its springs and stabilizers activity (in auto). Most impactful
would be a potential formation of a 50-50 joint venture (JV) with
EP Corporate Group for its steel division, which would likely lead
to a deconsolidation of the steel operations. S&P said, "We are not
including this into our rating assessment currently, given that
financial details including the capital structure, timing and
likelihood of execution are unknown. Nevertheless, we assume that
the steel JV would require some prefunding for its heavy capex plan
and potential initiate additional restructuring measures to
right-size the production capacity, and we estimate that about half
of pension obligations would also leave the group's balance sheet.
Therefore, there might be a negative impact on indebtedness and
credit metrics for the remaining group. However, exposure to the
commodity-driven, high-capex and volatile steel operations would
decrease, which could offset the effect on the rating. We expect
more clarity on the future of tk's shape and scope over the course
of fiscal 2025, when we expect a decision on any JV."

Indebtedness will only slightly change despite heavily negative
FOCF, thanks to government grants.   Thyssenkrupp's ability to
generate FOCF is heavily constrained in fiscal 2025 by the heavy
investment program of well above the previous year's capex level of
EUR1.6 billion, where capex spent for its steel operations account
for more than 50% of the total. In our FOCF calculation, we do not
net the grants for the green steel transformation. However, these
funds, beside improving profitability, will be one cornerstone in
keeping indebtedness little changed over the next 12-18 months,
leaving out potential actuarial changes in calculating its pension
deficit. Also, the group will receive about EUR0.4 billion cash
proceeds from the disposal of its Indian steel operations in fiscal
2025. The company's FOCF also depends highly on tk's ability to
manage its working capital since its operations have high working
capital requirements in periods of strong revenue growth, leading
to high working capital cash outflows when steel prices increase
and inflows when prices moderate.

A strong balance sheet and strong liquidity continues to support
the rating.    With a reported net cash position of EUR4.4 billion
(including a cash balance reaching EUR5.9 billion) at fiscal
year-end 2024, Thyssenkrupp has ample liquidity to fund its
transformation and heavy investment program as well repaying its
last bond outstanding of EUR0.6 billion in February 2025, leaving
remaining financial debt of about EUR0.2 billion. Adding pensions
(EUR5.0 billion), lease liabilities (EUR0.7 billion), trade
receivables (EUR0.4 billion), assumed restricted cash (EUR0.2
billion), and asset retirement obligations (EUR0.2 billion), S&P
Global Ratings-adjusted debt totaled about EUR1.45 billion at
fiscal year-end 2024, translating into leverage of S&P Global
Ratings-adjusted FFO to debt about 40%. With improving
profitability, S&P expects credit metrics to strengthen with FFO to
debt rising to more than 60% in fiscal 2025 which it sees as
supporting the rating.

The stable outlook reflects S&P's view that tk will notably improve
its operating performance and maintain FFO to debt of more than 30%
over the next 12-18 months, including solid cash flow and leaving
adjusted debt little changed despite a heavy investment program.

S&P could lower the ratings if the group fails to:

-- Improve its cost structure and competitiveness, demonstrated by
EBITDA margin gradually about 5% over the next 12-18 months;

-- Post FFO to debt of less than 30% during a cyclical downturn;
and

-- Generate roughly neutral free operating cash flow including
government grants related to the heavy capex for its steel
operations, enabling the group to leave S&P Global Ratings-adjusted
debt quantum little changed.

S&P could raise its ratings if the group:

-- Provides clarity on its future, especially regarding its steel
operation;

-- Posts FFO to debt of more than 45% during a cyclical downturn;

-- Further strengthens its profitability, with improving EBITDA
margins reaching more than 7% sustainably; and

-- Demonstrates reduced cash flow volatility and a track record of
reducing adjusted debt with cash flow over the cycle.




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I R E L A N D
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AVOCA CLO XVI: S&P Assigns B- (sf) Rating to Class F-R-R Notes
--------------------------------------------------------------
S&P Global Ratings assigned its ratings to Avoca CLO XVI DAC's
class X-R, A-1-R-R, A-2-R-R, B-1-R-R, B-2-R-R, C-R-R, D-R-R, E-R-R,
and F-R-R notes. The issuer has also issued unrated subordinated
notes.

This transaction is a reset of the already existing transaction,
which S&P Global Ratings did not rate. The existing classes of
notes were fully redeemed with the proceeds from the issuance of
the replacement notes on the reset date.

The ratings assigned to Avoca CLO XVI's reset notes reflect S&P's
assessment of:

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

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

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

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

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

  Portfolio benchmarks

  S&P weighted-average rating factor                 2,782.70
  Default rate dispersion                              498.28
  Weighted-average life (years)                          4.14
  Weighted-average life (years) extended
  to cover the length of the reinvestment period         4.57
  Obligor diversity measure                            171.59
  Industry diversity measure                            20.82
  Regional diversity measure                             1.32

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                          B
  'CCC' category rated assets (%)                        1.22
  Target 'AAA' weighted-average recovery (%)            37.17
  Target weighted-average spread (net of floors; %)      3.78
  Target weighted-average coupon (%)                     4.15

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 4.57 years after
closing.

S&P said, "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 EUR450 million target par
amount, the covenanted weighted-average spread (3.70%), the
covenanted weighted-average coupon (4.50%), and the target
weighted-average recovery rates calculated in line with our CLO
criteria for all classes of notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

"Under our structured finance sovereign risk criteria, 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 counterparty criteria.

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

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

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe the ratings
are commensurate with the available credit enhancement for the
class X-R to F-R-R notes. Our credit and cash flow analysis
indicates that the available credit enhancement for the class
B-1-R-R to E-R-R notes could withstand stresses commensurate with
higher ratings than those assigned. However, as the CLO will be in
its reinvestment phase starting from closing--during which the
transaction's credit risk profile could deteriorate--we have capped
our ratings on the notes.

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

Environmental, social, and governance

S&P said, "We regard the transaction's exposure to environmental,
social, and governance (ESG) credit factors as broadly in line with
our benchmark for the sector. Primarily due to the diversity of the
assets within CLOs, the exposure to environmental and social credit
factors is viewed as below average, while governance credit factors
are average. The transaction documents prohibit assets from being
related to the following industries: anti-personnel mines, cluster
weapons, depleted uranium, nuclear weapons, white phosphorus,
biological or chemical weapons; civilian firearms; tobacco; thermal
coal or coal extraction; payday lending; thermal coal production,
speculative extraction of oil and gas, oil sands and associated
pipelines industry; endangered or protected wildlife; marijuana;
pornography or prostitution; opioid; and illegal drugs or
narcotics. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

Avoca CLO XVI is a broadly syndicated CLO that is managed by KKR
Credit Advisors (Ireland) Unlimited Co.

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

  X-R       AAA (sf)     4.50   Three/six-month EURIBOR    N/A
                                plus 0.98%

  A-1-R-R   AAA (sf)   273.60   Three/six-month EURIBOR    39.20
                                plus 1.28%

  A-2-R-R   AAA (sf)    10.00   Three/six-month EURIBOR    36.98
                                plus 1.65%

  B-1-R-R   AA (sf)     34.40   Three/six-month EURIBOR    27.11
                                plus 1.95%

  B-2-R-R   AA (sf)     10.00   4.85%                      27.11

  C-R-R     A (sf)      26.50   Three/six-month EURIBOR    21.22
                                plus 2.25%

  D-R-R     BBB- (sf)   32.00   Three/six-month EURIBOR    14.11
                                plus 3.20%

  E-R-R     BB- (sf)    20.50   Three/six-month EURIBOR     9.56
                                plus 5.90%   

  F-R-R     B- (sf)     13.50   Three/six-month EURIBOR     6.56
                                plus 8.42%

  Sub notes   NR        46.00   N/A                          N/A

*The ratings assigned to the class X-R, A-1-R-R, A-2-R-R, B-1-R-R,
and B-2-R-R notes address timely interest and ultimate principal
payments. The ratings assigned to the class C-R-R, D-R-R, E-R-R,
and F-R-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.

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


BASTILLE EURO 2020-3: S&P Assigns B- (sf) Rating to Cl. E-R Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Bastille Euro CLO
2020-3 DAC's class X, A-1-R, A-2A-R, A-2B-R, B-R, C-R, D-R, and E-R
notes. The unrated subordinated notes are still outstanding since
the original issuance.

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

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 issuer'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     2,842.76
  Default rate dispersion                                 516.63
  Weighted-average life (years)                             3.86
  Weighted-average life (years) extended
  to match reinvestment period                              5.07
  Obligor diversity measure                               116.60
  Industry diversity measure                               20.11
  Regional diversity measure                                1.28
  Weighted-average rating                                      B
  'CCC' category rated assets (%)                           3.99
  Actual 'AAA' weighted-average recovery rate              36.32
  Actual weighted-average spread (net of floors; %)         3.89
  Actual weighted-average coupon (%)                        4.34

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

Rationale

S&P said, "The target portfolio is well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans. 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 modelled the EUR300 million target
par amount, the covenanted weighted-average spread of 3.85%, and
the covenanted weighted-average coupon of 4.25%. We have assumed
actual weighted-average recovery rates at all rating levels, in
line with the recovery rates of the actual 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.

"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.

"The CLO is managed by Carlyle CLO Management Europe LLC. Under our
operational risk criteria, the maximum potential rating on the
liabilities is 'AAA'.

"Until the end of the reinvestment period on Jan. 15, 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.

"Our credit and cash flow analysis show that the class A-2A-R,
A-2B-R, and B-R notes benefit from break-even default rate (BDR)
and scenario default rate cushions that we would typically consider
to be in line with higher ratings than those assigned. However, as
the CLO will be in its reinvestment phase starting from closing,
during which the transaction's credit risk profile could
deteriorate, we have capped our ratings on the notes."

The class X, A-1-R, C-R, and D-R notes can withstand stresses
commensurate with the assigned ratings.

For the class E-R notes, S&P's credit and cash flow analysis
indicate that the available credit enhancement could withstand
stresses commensurate with a lower rating.

However, S&P has applied its 'CCC' rating criteria, resulting in a
'B- (sf)' rating on this class of notes.

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

-- The class E-R notes' available credit enhancement, which is in
the same range as that of other CLOs we have rated and that have
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated BDR at the 'B-' rating level of 26.99%
(for a portfolio with a weighted-average life of 5.07 years),
versus if it was to consider a long-term sustainable default rate
of 3.1% for 5.07 years, which would result in a target default rate
of 15.72%.

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

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

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

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

S&P said, "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 X
to D-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 E-R notes."

Environmental, social, and governance

S&P regard the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its benchmark for the sector.

For this transaction, the documents prohibit assets from being
related to certain activities, including but not limited to, the
following: endangered wildlife, prostitution related activities,
trade of illegal drugs or narcotics, including recreational
cannabis; one whose revenues are more than 25% from predatory
lending, civilian firearms; one whose revenues are more than 10%
derived from oil sands, controversial weapons; one whose revenues
are more than 5% derived from tobacco-related products; one whose
any revenue is from activities in violation of "The Ten Principles
of the UN Global Compact".

Since the exclusion of assets related to these activities 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 list
                      Amount     Credit
  Class   Rating*   (mil. EUR)   enhancement (%)  Interest rate§

  X       AAA (sf)       3.00       N/A     3M EURIBOR + 0.98%

  A-1-R   AAA (sf)     186.00     38.00     3M EURIBOR + 1.32%

  A-2A-R  AA (sf)       19.00     28.33     3M EURIBOR + 2.15%

  A-2B-R  AA (sf)       10.00     28.33     4.70%

  B-R     A (sf)        20.25     21.58     3M EURIBOR + 2.75%

  C-R   BBB- (sf)     21.25     14.50     3M EURIBOR + 3.70%

  D-R     BB- (sf)      13.50     10.00   3M EURIBOR + 6.00%

  E-R     B- (sf)        9.75      6.75     3M EURIBOR + 8.59%

  Sub. Notes   NR       37.10       N/A     N/A

*S&P's ratings on the class X, A-1-R, A-2A-R, and A-2B-R notes
address timely payment of interest and ultimate payment of
principal, while our ratings on the class B-R to E-R notes address
the ultimate payment of interest and principal.
§ 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.


CARLYLE EURO 2024-2: S&P Assigns B- (sf) Rating to Class E Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to the class A-1A, A-1B,
A-2A, A-2B, B, C-1, C-2, D, and E notes issued by Carlyle Euro CLO
2024-2 DAC. The issuer also issued unrated subordinated notes.

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

The portfolio's reinvestment period will end approximately 4.6
years after closing and the non-call period will end 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 are in line with
our counterparty rating framework.

  Portfolio benchmarks
  S&P Global Ratings' weighted-average rating factor     2,786.85
  Default rate dispersion                                  449.06
  Weighted-average life (years)                              4.59
  Obligor diversity measure                                126.20
  Industry diversity measure                                22.25
  Regional diversity measure                                 1.29

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            0.00
  Actual 'AAA' weighted-average recovery (%)                36.81
  Actual weighted-average coupon (%)                         3.58
  Actual weighted-average spread (%)                         4.02

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (4.02%), the
covenanted weighted-average coupon (3.80%), and the actual
weighted-average recovery rate at each rating level calculated in
line with our CLO criteria. 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 show that the class A-2A, A-2B,
B, C-1, C-2, and D 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 these classes of notes. The class A-1A and A-1B
notes can withstand stresses commensurate with the assigned
ratings.

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

The ratings uplift for the class E notes reflects several key
factors, including:

-- The class E notes' available credit enhancement, which is in
the same range as that of other CLOs we have rated and that have
recently been issued in Europe.

-- The portfolio's average credit quality, which is similar to
other recent CLOs.

-- S&P's model generated break-even default rate at the 'B-'
rating level of 25.23% (for a portfolio with a weighted-average
life of 4.59 years), versus if it was to consider a long-term
sustainable default rate of 3.1% for 4.59 years, which would result
in a target default rate of 14.23%.

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

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

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

S&P said, "Until the end of the reinvestment period on July 19,
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 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, if the initial ratings are
maintained.

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

"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.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned ratings
are commensurate with the available credit enhancement for the
class A-1A to E 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-1A to D
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 E 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 the following industries: manufacture, storage, or
marketing of controversial weapons, nuclear weapons, pornography or
prostitution, illegal drugs, endangered wildlife, palm oil,
narcotics or opioid manufacturing; one whose revenues are more than
25% derived from soft commodities, predatory lending, controversial
practices in land use; one whose revenues are more than 5% derived
from tobacco and tobacco-related products, transportation of tar
sands, sale or extraction of oil sands. Accordingly, since the
exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, no specific adjustments have been made in our
rating analysis to account for any ESG-related risks or
opportunities.

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and is managed by Carlyle CLO Partners
Manager LLC, a Delaware limited liability company. It is an
affiliate of The Carlyle Group L.P.

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

  A-1A     AAA (sf)     236.00    Three-month EURIBOR     41.00
                                  plus 1.28%

  A-1B     AAA (sf)      18.00    Three-month EURIBOR     36.50
                                  plus 1.56%

  A-2A     AA (sf)       30.00    Three-month EURIBOR     27.00
                                  plus 2.10%

  A-2B     AA (sf)        8.00    4.80%                   27.00

  B        A (sf)        24.00    Three-month EURIBOR     21.00
                                  plus 2.525%

  C-1      BBB (sf)      25.00    Three-month EURIBOR     14.75
                                  plus 3.55%

  C-2      BBB- (sf)      3.00    Three-month EURIBOR     14.00
                                  plus 4.40%

  D        BB- (sf)      17.20    Three-month EURIBOR      9.70
                                  plus 6.12%

  E        B- (sf)       12.80    Three-month EURIBOR      6.50
                                  plus 8.45%

  Sub      NR            37.90    N/A                       N/A

The ratings assigned to the class A-1A, A-1B, A-2A, and A-2B notes
address timely interest and ultimate principal payments. The
ratings assigned to the class B, C-1, C-2, D, and E 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.


DRYDEN 91: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
---------------------------------------------------------------
Fitch Ratings has assigned Dryden 91 Euro CLO 2021 DAC reset notes
final ratings, as detailed below.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
Dryden 91 Euro
CLO 2021 DAC

   A XS2461259371       LT PIFsf  Paid In Full   AAAsf
   A-R XS2952527740     LT AAAsf  New Rating
   B-1 XS2461259298     LT PIFsf  Paid In Full   AAsf
   B-1-R XS2952528128   LT AAsf   New Rating
   B-2 XS2461259025     LT PIFsf  Paid In Full   AAsf
   B-2-R XS2952528474   LT AAsf   New Rating
   C XS2461259611       LT PIFsf  Paid In Full   Asf
   C-R XS2952528714     LT Asf    New Rating
   D XS2461259454       LT PIFsf  Paid In Full   BBB-sf
   D-R XS2952528987     LT BBB-sf New Rating
   E XS2461259538       LT PIFsf  Paid In Full   BB-sf
   E-R XS2952529100     LT BB-sf  New Rating
   F XS2461259967       LT PIFsf  Paid In Full   B-sf
   F-R XS2952529365     LT B-sf   New Rating

Transaction Summary

Dryden 91 Euro CLO 2021 DAC is a securitisation of mainly (at least
90%) senior secured obligations with a component of senior
unsecured, mezzanine, second lien loans and high-yield bonds. Note
proceeds have been used to purchase a portfolio with a target par
of EUR500 million. The portfolio is actively managed by PGIM Loan
Originator Manager Limited and the CLO has 5.1-year reinvestment
period and a nine-year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.6.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.6%.

Diversified Asset Portfolio (Positive): It has various
concentration limits, including 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 four matrices.
Two are effective at closing, corresponding to a nine-year WAL and
two are effective one year after closing, corresponding to a
seven-year WAL with a target par condition at EUR500 million. Each
matrix set corresponds to two different fixed-rate asset limits at
10% and 20%. All matrices are based on a top-10 obligor
concentration limit at 25%.

The transaction's reinvestment period of around 5.1 years and
reinvestment criteria are 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
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period, including passing the coverage tests, the
Fitch WARF test and the Fitch 'CCC' bucket limitation test after
reinvestment, as well as a WAL covenant that progressively steps
down, before and after the end of the reinvestment period. Fitch
believes these conditions would reduce the effective risk horizon
of the portfolio during stress periods.

RATING SENSITIVITIES

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

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

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

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

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Dryden 91 Euro CLO
2021 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.

HENLEY CLO XII: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Henley CLO XII DAC final ratings, as
detailed below.

   Entity/Debt            Rating           
   -----------            ------           
Henley CLO XII DAC

   Class A -1         LT AAAsf  New Rating
   Class A -2         LT AAAsf  New Rating
   Class B            LT AAsf   New Rating
   Class C            LT Asf    New Rating
   Class D            LT BBB-sf New Rating
   Class E            LT BB-sf  New Rating
   Class F            LT B-sf   New Rating
   Sub notes          LT NRsf   New Rating

Transaction Summary

Henley CLO XII DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans, first-lien, last-out loans and
high-yield bonds. Net proceeds from the issuance of the notes have
been used to fund a portfolio with a target par of EUR400 million.
The portfolio is actively managed by Napier Park Global Capital Ltd
(NPGC). The transaction has a 4.6-year reinvestment period and an
8.1-year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 26.2.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 60.9%.

Diversified Portfolio (Positive): The transaction includes six
matrices, two of which are effective at closing. These correspond
to a top-10 obligor concentration limit at 18%, two fixed-rate
asset limits of 5% and 10%, and an 8.1-year WAL. The other four
correspond to the same top-10 obligor and fixed-rate asset limits.
Two of them have a 7.6-year WAL and the other two have a 7.1-year
WAL.

These first set of forward matrices can be selected by the manager
from six months after closing if WAL step-up does not happen or
from 12 months after closing if WAL step-up occurs, provided that
the aggregate collateral balance (including defaulted obligations
at Fitch-calculated collateral value) is above the reinvestment
target par. The transaction has a maximum exposure to the three
largest Fitch-defined industries at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by six months, on the step-up determination date, which can occur
on or after roughly seven months after closing. The WAL extension
is subject to conditions including satisfying the
collateral-quality tests, portfolio profile tests, coverage tests
and the aggregate collateral balance (including defaulted
obligations at Fitch-calculated collateral value) being at least
equal to the reinvestment target par balance.

Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period, which is governed by reinvestment criteria
that are 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 Fitch modelled in the
transaction's Fitch-stressed portfolio and matrices analysis is 12
months less than the WAL covenant. This is to account for the
strict reinvestment conditions envisaged by the transaction after
its reinvestment period. These include passing both the coverage
tests and the Fitch 'CCC' maximum limit, as well as a WAL covenant
that progressively steps down over time, both before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to a downgrade of one notch for the class B to
E notes and no impact on all the other notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class C notes
display a rating cushion of one notch, the class B, D and E notes
have a cushion of two notches while the class F notes have a
cushion of three notches rating. The class A-1 and A-2 notes are
already at the highest achievable rating.

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
and a 25% decrease of the RRR across all ratings of the Fitch
stressed portfolio would lead to a downgrade of up to four notches
for the class C notes, of three notches for the class A-1 to B
notes, of two notches for the class E notes, and to below 'B-sf'
for the class F notes.

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 result in
an upgrade of no more than five notches across the structure, apart
from the 'AAAsf' notes.

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

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

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

DATA ADEQUACY

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 Henley CLO XII
DAC.

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

JUBILEE CLO 2018-XX: S&P Assigns B- (sf) Rating to Class F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Jubilee CLO
2018-XX DAC's class A-1-R, A-2-R, B-1-R, B-2-R, C-R, D-R, E-R, and
F-R notes. There are also unrated subordinated notes from the
original transaction and the issuer has also issued an additional
EUR7.55 million of subordinated notes and 2.4 million of the class
Z notes.

This transaction is a reset of the already existing transaction
which S&P did not rate. The existing classes of notes were fully
redeemed with the proceeds from the issuance of the replacement
notes on the reset date.

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

-- The diversified collateral pool, which consists primarily of
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   2,781.31
  Default rate dispersion                                684.41
  Weighted-average life (years)                            4.04
  Weighted-average life extended to cover
  the length of the    reinvestment period (years)         4.99
  Obligor diversity measure                              115.91
  Industry diversity measure                              23.10
  Regional diversity measure                               1.22

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                            B
  'CCC' category rated assets (%)                          1.92
  Target 'AAA' weighted-average recovery (%)              36.71
  Target weighted-average spread (%)                       4.00
  Target weighted-average coupon (%)                       3.15

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 five 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 EUR400 million
target par amount, the covenanted weighted-average spread (3.90%),
the covenanted weighted-average coupon (4.00%), and the target
weighted-average recovery rates calculated in line with our CLO
criteria for all classes of notes. We applied various cash flow
stress scenarios, using four different default patterns, in
conjunction with different interest rate stress scenarios for each
liability rating category.

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

"Until the end of the reinvestment period on Dec. 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 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.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B-1-R to E-R notes could withstand
stresses commensurate with higher rating levels than those we have
assigned. However, as the CLO will be in its reinvestment phase
starting from closing, during which the transaction's credit risk
profile could deteriorate, we have capped our ratings assigned to
the notes.

"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 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-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 (and or for some of these
activities there are revenue limits or can't be the primary
business activity) assets from being related to certain activities,
including, but not limited to, the following: coal, speculative
extraction of oil and gas, controversial weapons, non-sustainable
palm oil production, tobacco, hazardous chemicals. Accordingly,
since the exclusion of assets from these industries does not result
in material differences between the transaction and our ESG
benchmark for the sector, no specific adjustments have been made in
our rating analysis to account for any ESG-related risks or
opportunities."

Jubilee CLO 2018-XX is a cash flow CLO securitizing a portfolio of
primarily European senior-secured leveraged loans and bonds. The
transaction is managed by Alcentra Ltd.

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

  A-1-R   AAA (sf)     243.40     3mE + 1.28       39.15

  A-2-R   AAA (sf)       9.60     3mE + 1.60       36.75

  B-1-R   AA (sf)       30.00     3mE + 2.00       27.00

  B-2-R   AA (sf)        9.00     4.90             27.00

  C-R     A (sf)        24.00     3mE + 2.50       21.00

  D-R     BBB- (sf)     28.00     3mE + 3.50       14.00

  E-R     BB- (sf)      18.00     3mE + 6.08        9.50

  F-R     B- (sf)       11.20     3mE + 8.34        6.70

  Z       NR             2.40     N/A                N/A

  Subordinated  NR      45.15     N/A            N/A

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

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


SOUND POINT 12: Fitch Assigns 'B-sf' Final Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Sound Point Euro CLO 12 Funding DAC
final ratings, as detailed below.

   Entity/Debt              Rating             Prior
   -----------              ------             -----
Sound Point Euro
CLO 12 Funding DAC

   A XS2930105791       LT AAAsf  New Rating   AAA(EXP)sf

   B-1 XS2930105957     LT AAsf   New Rating   AA(EXP)sf

   B-2 XS2930106179     LT AAsf   New Rating   AA(EXP)sf

   C XS2930106336       LT Asf    New Rating   A(EXP)sf

   D XS2930106500       LT BBB-sf New Rating   BBB-(EXP)sf

   E XS2930106765       LT BB-sf  New Rating   BB-(EXP)sf

   F XS2930106922       LT B-sf   New Rating   B-(EXP)sf

   Subordinated Notes
   XS2930107144         LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Sound Point Euro CLO 12 Funding DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds have been used to fund a portfolio with a
target par of EUR400 million that is actively managed by Sound
Point CLO C-MOA, LLC. The collateralised loan obligation (CLO) has
a 5.1-year reinvestment period and an eight-year weighted average
life test (WAL) at closing, which can be extended by one year if
the WAL test step-up condition is met one year after the closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor of the identified portfolio is 25.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.9%.

Diversified Portfolio (Positive): The transaction includes six
Fitch matrices. Four are effective at closing, with two
corresponding to an eight-year WAL and another two are
corresponding to a nine-year WAL. For each WAL there can be two
different fixed-rate asset limits of 7.5% and 12.5%. The remaining
two matrices are effective two years after closing, corresponding
to a seven-year WAL with a collateral principal amount at least
equal to reinvestment target par balance and EUR398 million,
respectively. All matrices are based on a top-10 obligor
concentration limit at 20%.

The transaction has a maximum exposure to the three-largest
Fitch-defined industries in the portfolio at 40%, among others.
These covenants ensure the asset portfolio will not be exposed to
excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on or after the step-up date, which is one year after
closing. The WAL extension is subject to conditions including the
satisfaction of collateral quality tests and the adjusted
collateral principal balance being at least at the reinvestment
target par.

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

Cash Flow Modelling (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant at issue date, to account for structural and
reinvestment conditions post-reinvestment period, including the
coverage tests and Fitch 'CCC' limitation passing post
reinvestment. 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) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would have no impact on the class A and F notes, would
lead to a downgrade of one notch for the class D and E notes, and
of two notches for the class B and C notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Owing to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class C notes
display a rating cushion of one notch, the class B, D and E notes
have a cushion of two notches, and the class F notes have a cushion
of three notches. The class A notes display no rating cushion.

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

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

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

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
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 Sound Point Euro
CLO 12 Funding 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.

VICTORY STREET I: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned Victory Street CLO I DAC final ratings,
as detailed below.

   Entity/Debt              Rating           
   -----------              ------           
Victory Street
CLO I DAC

   A XS2924802700       LT AAAsf  New Rating

   A-R (Delayed Draw)   LT AAAsf  New Rating

   B XS2924802965       LT AAsf   New Rating

   C XS2924803187       LT Asf    New Rating

   D XS2924803344       LT BBB-sf New Rating

   E XS2924803690       LT BB-sf  New Rating

   F XS2924803856       LT B-sf   New Rating

   Subordinated Notes
   XS2924804078         LT NRsf   New Rating

Transaction Summary

The Victory Street CLO I DAC is a securitisation of mainly (at
least 90%) senior secured obligations with a component of senior
unsecured, mezzanine, second lien loans and high-yield bonds.
Proceeds were used to purchase a portfolio with a target par of
EUR300 million. The portfolio is actively managed by CIC Private
Debt SAS (CIC) and the collateralised loan obligation (CLO) has a
reinvestment period of about 4.5 years and an 8.5-year weighted
average life (WAL) test.

KEY RATING DRIVERS

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

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.5%.

Diversified Portfolio (Positive): The transaction includes two
matrices at closing and two forward matrices that are effective one
year after closing, each set with fixed-rate limits of 0% and 5%.
The manager can switch to the forward matrices if the portfolio
balance (with defaults at the Fitch collateral value) is greater
than, or equal to, target par.

It also has a top-10 obligor limit at 20% and various other
concentration limits, including 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 4.5-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines. T

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

RATING SENSITIVITIES

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

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

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of defaults and portfolio deterioration.
Due to the identified portfolio's better metrics than the
Fitch-stressed portfolio, the rated notes display a rating cushion
to a downgrade of up to two notches.

Should the cushion between the identified and the Fitch-stressed
portfolios erode due to manager trading post-reinvestment period or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would result in downgrades of up to four
notches for the class A to D notes and to below 'B-sf' for the
class E and F notes.

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

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

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

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
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 Victory Street CLO
I DAC.

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



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

ARCAPLANET: S&P Raises ICR to 'B+' on Deleveraging, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Italy-based pet care retailer Arcaplanet (Agrifarma SpA) and its
issue rating on its senior secured notes to 'B+' from 'B'. The
recovery rating remains at '3' but recovery prospects were raised
to 65% from 55%.

On Dec. 2, 2024, Germany-based pet care retailer Fressnapf Holding
SE (BB- (prelim)/Stable/--) acquired Arcaplanet (Agrifarma SpA).
S&P thinks Arcaplanet's creditworthiness will benefit from a more
conservative financial policy under its new shareholder,
underpinning further deleveraging under its forecasts.

S&P said, "We consider Arcaplanet to be a strategically important
investment for the Fressnapf group and we expect it to provide
long-term committed extraordinary support, if needed.

"The stable outlook reflects our expectations that Arcaplanet will
pursue revenue and EBITDA growth such that adjusted debt to EBITDA
will remain at about 4.0x and free operating cash flows (FOCF)
after leases will remain substantially positive over the next 12-18
months. We also expect the company to maintain a conservative
financial policy consistent with that of Fressnapf, with the aim to
further deleverage and no dividend payments."

Germany-based pet care retailer Fressnapf Holding SE acquisition of
Arcaplanet supports a more favorable financial policy underpinning
Arcaplanet's 'B+' rating. Arcaplanet's previous financial sponsor
majority owner Cinven currently retains a minority presence within
the overall Fressnapf group with a 15.7% minority share, while the
remaining 84.3% is held by Fressnapf's founder Torsten Toeller.
Fressnapf's financial policy aims to strongly deleverage the
capital structure from the current level of about 4.0x as adjusted
by S&P Global Ratings and it is supported by a shareholder
agreement entailing no dividend payments for the next four years,
including dividends from the subsidiary Arcaplanet to its new
parent. S&P said, "We consider the financial policy of the new
owner to be supportive of the solid deleveraging that we expect in
our three-year forecast, sustaining a long-term improvement in
Arcaplanet's financial risk. Arcaplanet's current operating
performance and solid FOCF generation in 2024 has supported debt
repayment of its outstanding credit lines for about EUR40 million
and resulting in a strong deleveraging. We forecast S&P Global
Ratings-adjusted debt to EBITDA of about 4.0x in 2024 and 2025,
down from 5.0x in 2023 and from about 6.5x at the time of the
company's buyout from private equity sponsor Cinven."

Arcaplanet's new store openings, its positive like-for-like growth,
and improved product mix supports revenue growth over 2024-2025 .
In the first nine months of 2024, Arcaplanet reported revenue from
the sale of product and services of about EUR500 million, up by
about 6% compared to the same period in 2023. This was driven by
the openings of about 31 stores, but also by a like-for-like growth
of about 2% during the same period. S&P said, "Although the
macroeconomic environment remains challenging for the group, with
Italy's real GDP and private consumption expected to grow minimally
over the next two years, we expect full-year total revenue to reach
about EUR720 million in 2024 and EUR770 million in 2025, up from
EUR705 million in 2023. This is because we expect the company to
continue with its new store openings to the tune of about 40 stores
per year, while product mix should also continue to support
like-for-like growth, as increasingly more pet owners switch to
higher-quality pet food." Arcaplanet's offering is well positioned
to benefit from these trends thanks to its high share of
proprietary brands focused on premium offerings, generating about
half of revenues from the sale of products and services.

Arcaplanet's cost containment measures and vertical integration
supports S&P Global Ratings-adjusted EBITDA margin expanding close
to 24%-25% in 2024-2025. Since the completion of the dry food
factory in 2023, the profitability of the company is also improving
as Arcaplanet now produces almost all of its dry food volumes
in-house, while diversifying its revenue stream by offering excess
capacity in the factory to third parties. Combined with cost
discipline measures the company has implemented over the past two
years, we expect S&P Global Ratings-adjusted EBITDA to reach about
EUR180 million in 2024 and EUR190 million in 2025, from EUR158
million in 2023, with an adjusted EBITDA margin of about 24%-25%.
The strong profitability, the reduction of capital expenditures
(capex), and the improvement in the working capital position
resulting from the vertical integration strategy have fueled
Arcaplanet's FOCF after leases generation, which we now expect at
about EUR40 million for 2024 and 2025, up from EUR3 million in
2023.

S&P said, "We assess Arcaplanet to be strategically important to
the Fressnapf group. This is because Arcaplanet will remain a
separate subsidiary of Fressnapf, running its business under its
'Arcaplanet' banner, and we do not expect any change in its
strategic direction or key management. Arcaplanet will only account
for about 20% of Fressnapf's consolidated revenue and about 30% of
EBITDA and, although it is a strategically important investment,
Fressnapf could continue to operate on a stand-alone basis. We note
that Arcaplanet will benefit from a EUR80 million committed credit
line provided by its new parent and replacing the previously
externally sourced revolving credit facility (RCF), although we do
not expect the company to recourse to the credit line under our
current forecast, as internally generated cash flows should provide
enough liquidity to cover Arcaplanet's needs. We also think that
Fressnapf will benefit from upstream best practices from its
Italian subsidiary on a number of strategic initiatives that should
help the group to improve its overall profitability namely in
relation to instore efficiency and effective omnichannel presence.
As such, we expect the group to maintain a long-term commitment and
provide extraordinary support to Arcaplanet if needed.

"The stable outlook reflects our expectations that Arcaplanet will
deliver a strong operating performance, translating into solid
credit metrics. This implies adjusted debt to EBITDA at about 4.0x
and positive annual FOCF after leases of about EUR40 million over
the next 24 months.

"The stable outlook also reflects our expectations that Arcaplanet
will remain an important constituent of Fressnapf's growth
strategy, while maintaining conservative credit metrics under the
group's financial policy.

"We could lower our rating over the next 12 months if Arcaplanet's
operating performance weakens, such that its adjusted
debt-to-EBITDA ratio deteriorates to above 5.0x or if FOCF after
lease payments shrink significantly.

"We could also lower the rating if we consider the company's group
status to Fressnapf to have weakened or if the group pursues a more
aggressive financial policy, resulting in substantial cash leakage
from Arcaplanet to Fressnapf, deteriorating the company's
stand-alone credit profile.

"Finally, we could also take a negative rating on Arcaplanet in
case of a severe deterioration of Fressnapf's creditworthiness.

"We could raise our rating if Arcaplanet outperforms our current
base-case scenario, leading to higher EBITDA and cash flow
generation, such that adjusted debt to EBITDA reduces comfortably
below 4.0x and FOCF after leases improves materially above our
current forecast."

A positive rating action could also stem from an upgrade on
Fressnapf.


RENO DE MEDICI: S&P Downgrades Rating to 'B-', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its rating on Italy-cased Reno de Medici
SpA to 'B-' from 'B' and its rating on the EUR600 million senior
secured floating-rate notes due 2029 to 'B-' (from 'B'). The
recovery rating on the notes remains unchanged at '4'.

S&P said, "The stable outlook reflects our expectation that market
conditions and credit metrics will improve in 2025, and the lack of
material debt maturities in the next 24 months. We anticipate
adjusted debt to EBITDA of 7.5x-8.0x for 2025 (compared with 13.6x
expected for 2024) and funds from operations (FFO) to debt of about
5% (compared with negative in 2024).

"We lowered our adjusted EBITDA forecasts for 2024 and 2025.  This
reflects RDM's weaker-than-expected pricing conditions and a slower
recovery in demand, given expected volume growth of only 4%-5% (in
2024). In 2024, the company also faced rising recycled paper costs
and lower average selling prices, following price decreases
implemented in the second half of 2023. Although revenues and
EBITDA will benefit of the full-year consolidation of Fiskeby
International Holding AB (acquired in July 2023), we forecast an
almost 40% decline in adjusted EBITDA, from EUR88 million in 2023
to EUR54 million in 2024. Our adjusted EBITDA excludes the
operating loss from the RDM's operations in the mill in Blendecques
in 2024 as they are classified as discontinued operations.

"Our base case assumes strong volume growth in 2025 (about 12%-13%)
and price increases of 2%-3%. We expect this and cost savings
(approximately EUR20 million) to support a recovery in adjusted
EBITDA to about EUR100 million.

"We anticipate negative FFO for 2024.  In 2024, adjusted EBITDA
(EUR54 million) will not cover RDM's interests of about EUR60
million and tax payments for about EUR11 million. In 2025, we
forecast FFO to return to positive at EUR35 million to EUR40
million, supported by EBITDA growth and slightly lower cash
interests and taxes.

"We forecast negative S&P Global Ratings-adjusted free operating
cash flow (FOCF) for 2024 and 2025.  We forecast negative FOCF of
EUR110 million for 2024 due to weak EBITDA and sizable capital
expenditure (capex) and working capital needs. In 2024, we expect
capex of EUR55 million (of which EUR30 million-EUR35 million
relates to expansion capex, mainly relating to power plants and
digitalization projects) and an S&P Global Ratings-adjusted working
capital outflow of EUR30 million. The latter excludes movements
under factoring facilities. The rise in working capital needs
mainly reflects additional inventories to support the restart of
the Villa Santa Lucia mill. Our base case also assumes EUR5 million
in restructuring payments for the shutdown of Blendecques.

"In 2025, we expect FOCF will improve but remain negative at about
negative EUR20 million. FOCF reflects adjusted EBITDA of
approximately EUR100 million, interest payments of about EUR55
million, capex of approximately EUR30 million-EUR35 million (mostly
for maintenance activities), EUR15 million payments for the closure
of Blendecques, EUR8 million cash taxes, and EUR5 million working
capital needs.

"The rating assumes improving market conditions and credit metrics
for 2025.  We expect demand and pricing conditions to recover in
2025, partly supported by the recovery in order intakes seen in the
fourth quarter of 2024. That said, we acknowledge that market
visibility is limited and that weaker-than-expected market
conditions could lead us to revise our rating in 2025.

"The stable outlook indicates our expectation that market
conditions and credit metrics will improve in 2025, and the lack of
material debt maturities in the next 24 months. For 2025, we
anticipate adjusted debt to EBITDA of 7.5x-8.0x (about 13.6x in
2024) and FFO to debt of approximately 5% (negative in 2024)."

S&P could consider taking a negative rating action on RDM if:

-- Liquidity deteriorated such that we think a liquidity shortfall
is likely; or

-- Cash generation and credit metrics, including interest coverage
and adjusted debt to EBITDA, failed to recover causing S&P to view
the capital structure as unsustainable.

S&P views a positive rating action in the next 12 months as
unlikely. That said, we could consider a positive rating action
if:

-- RDM generated positive and material FOCF on a sustained basis;
Adjusted debt to EBITDA improved and remained sustainably below
7.0x; and

-- EBITDA interest coverage improved and stayed above 1.5x on a
sustained basis.




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

ALTISOURCE SARL: $412MM Bank Debt Trades at 53% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Altisource Sarl is
a borrower were trading in the secondary market around 46.7
cents-on-the-dollar during the week ended Friday, December 20,
2024, according to Bloomberg's Evaluated Pricing service data.

The $412 million Payment in kind Term loan facility is scheduled to
mature on April 2, 2025. About $230.6 million of the loan has been
drawn and outstanding.

Altisource Solutions S.a.r.l. specializes in developing and
providing services and technology solutions for real estate,
mortgage, and asset recovery and customer relationship management.
The Company's country of domicile is Luxembourg.

CONSTELLATION OIL: S&P Rates $650MM Senior Secured Notes 'B+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'B+' issue-level rating to
Constellation Oil Services Holding S.A.'s (Constellation's) $650
million senior secured notes. S&P also assigned the '2' (rounded
estimate: 85%) recovery rating to the notes. The issue rating is
one notch above the issuer credit rating on Constellation
(B/Stable/--), given the collateral package and its expectation of
substantial recovery.

The notes were initially issued by NewCo Holding USD 20 S.à.r.l.
and remained on an escrow account until Constellation completed the
recapitalization process. The recapitalization totaled $1.3 billion
and comprised the issuance of the notes, $75 million of new equity,
and conversion of debt into equity. Following such events, on Dec.
12, 2024, NewCo was merged into Constellation in accordance with
the terms of the notes. After the merger, the notes are now
guaranteed jointly and severally by all of Constellation's
subsidiaries and with a first-priority lien on substantially all of
the material assets of the issuer and guarantors.

The final coupon of the notes of 9.375% is lower than our initial
expectations of approximately 11%. The lower interest burden will
support our expectation of increasing cash flow in the coming
years, while its fleet is fully contracted at higher average
prices. S&P now expects funds from operations to debt of
approximately 12.5% in 2025, versus 10.4% in its previous
forecast.




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

GRIFOLS, SA: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings has affirmed Grifols, S.A.'s Long-Term Issuer Default
Rating (IDR) at 'B+' with a Stable Outlook. Fitch has also assigned
Grifols' EUR1.3 billion senior secured private notes a 'BB-' rating
with a Recovery Rating of 'RR3'.

Fitch views the EUR1.3 billion issuance and revolving credit
facility (RCF) extension as the final steps to address Grifols'
2025 maturities, having significantly strengthened liquidity. Along
with the anticipated operational recovery, these improvements
underpin the Stable Outlook.

Grifols' ratings are constrained by currently high leverage and
temporarily subdued free cash flow (FCF). Fitch anticipates a
gradual increase in EBITDA over the next four years, driven by
sales growth, lower plasma collection costs and Biotest.

Combined with a steady financial policy and robust execution
leading to the delivery of higher EBITDA and FCF in line with
Fitch's projections would build medium-term positive momentum
towards an upgrade, as leverage metrics would approach its positive
sensitivities.

Key Rating Drivers

Issuance, RCF Extension Improves Liquidity: Grifols' EUR1.3 billion
senior secured private issuance proceeds will be used to repay the
drawn portion of its RCF (EUR887 million as of September 2024) and
the outstanding EUR343 million from the senior secured notes due
February 2025. After this transaction, Grifols has refinanced its
major 2025 maturities, while also extending its RCF by 18 months,
increasing liquidity and alleviating refinancing risks as its next
major maturities are in November 2027.

Grifols previously repaid around EUR1 billion of its term loan B US
dollar and euro tranches after the disposal of the majority of its
stake in SRAAS, in accordance with the requirements of the senior
secured financing documentation.

Operational Recovery to Continue: Grifols' operating performance
continued its positive momentum in 9M24, with revenues growing by
9% and continuous EBITDA margin improvement from its 2022-low of
15.9%, which was caused by the pandemic supply chain disruption.
Fitch projects Fitch-defined EBITDA margins to improve to 21.5% in
2024, driven by the lower cost of plasma collected and the
operational improvement plan. Fitch expects margins to gradually
expand towards 24.5% by 2027.

Further Leverage Reduction Expected: Fitch anticipates Grifols'
EBITDA leverage to be slightly above 6x in 2024, a significant
reduction from 8.8x in 2023, driven by EBITDA growth and debt
reduction. Fitch considers this level comfortable for the 'B+'
rating. Further deleveraging will depend on the pace and magnitude
of EBITDA expansion, as a result of both higher sales and better
margins. Fitch assumes in its rating case that EBITDA leverage will
improve to below 5.5x in 2025 and to below 5.0x in 2026, which
would be in line with its positive rating sensitivities.

Extraordinary Capex Impacts FCF: Fitch forecasts negative FCF
generation in 2024, due to the extraordinary capex requirements
related to the construction of new plasma collection centres in the
US from Grifols' partnership with Immunotek, in addition to working
capital outflows and higher interest rates of the latest private
placements. Fitch expects FCF generation to become positive from
2025 onwards, assuming a reduction in extraordinary capex, and
gradually increasing working capital outflows as the company
continues to expand its operations.

Leading Company in Attractive Niche: Grifols has a meaningful
position in the plasma-derivatives market, which Fitch expects to
grow at high single digits. It is a medium-sized manufacturer with
a concentrated product portfolio, but it is more exposed to cost
and price pressure than innovative pharmaceuticals, where
manufacturing becomes a competitive differentiator as
plasma-derived proteins cannot be patented. Fitch believes that as
one of the larger sector constituents, Grifols is well-placed to
defend its competitive market position through its vertical
integration securing plasma supply and running cost-efficient
operations.

ESG - Governance Structure: Fitch notes that the company has
recently taken steps to strengthen corporate governance, but
Grifols' concentrated ownership and the family's historical
involvement in management of the company weigh on its assessment of
governance, with complex business transactions with entities
related to the family. In its view, the concentrated family
ownership has favoured long-term growth at the expense of high
indebtedness for a listed company. Fitch expects governance to
continue improving to a level commensurate with a higher rating.

Derivation Summary

Fitch rates Grifols using the framework of its Ratings Navigator
for generic companies. Grifols stands out within the
non-investment-grade space as an issuer with a compelling business
model in terms of global market position in its core products, size
and strong underlying FCF generation. This is counterbalanced by
heavy reliance on the performance on four main plasma-derived
medicinal products that are responsible for well over 50% of its
sales. Financial risk profile is its main rating constraint, with
EBITDA leverage projected to remain above 5.0x (net 4.5x) until
2026.

Fitch compares Grifols with pharmaceutical peers such as Grunenthal
Pharma GmbH & Co. Kommanditgesellschaft (BB/Stable), Teva
Pharmaceutical Industries Limited (BB/Positive), and CHEPLAPHARM
Arzneimittel GmbH (B+/Stable). Grifols is larger than Grunenthal
and Cheplapharm, with size constraining Cheplapharm's ratings.
However, both peers have significantly higher margins than Grifols
and significantly less EBITDA leverage, which underpins
Grunenthal's two-notch higher rating despite its smaller scale.

Other life science peers such as Avantor, Inc. (BB+/Stable) are
similar in terms of scale to Grifols but with significantly lower
leverage and higher cash flow levels, which is reflected in its
higher rating.

Key Assumptions

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

- 7.5% revenue growth in 2024, followed by mid-single digit revenue
growth over 2025-2027.

- Fitch-defined EBITDA margin improvement to 21.5% in 2024, 23% in
2025 and towards 24.5% by 2027.

- Working capital outflow of EUR200 million in 2024, followed by
yearly outflows around EUR250 million-EUR275 million during
2025-2027.

- Annual capex of about EUR750 million in 2024, significantly
increased by investments related to Immunotek's plasma collection
centres. Fitch expects one-off investments to continue in 2025 at
significantly smaller amounts, leading to annual capex of
EUR450-500 million during 2025-2027.

- No major acquisitions before 2027 as the company continues
deleveraging.

- No cash dividend paid in 2024-2026, followed by a 30% dividend
pay-out in 2027.

Recovery Analysis

KEY RECOVERY RATING ASSUMPTIONS

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

Fitch estimates a GC EBITDA of EUR900 million, to which Fitch
applies an enterprise valuation (EV) multiple of 6.0x to calculate
a post-reorganisation EV. Fitch has assumed a 10% administrative
claim deduction.

Fitch assumes that Grifols' factoring liabilities of EUR391 million
(as of December 2023) will remain in place at and post-distress and
will not to be replaced by an alternative financing line. Fitch
also assumes that the RCF would be fully drawn at the time of
distress.

Based on its principal waterfall analysis, Fitch treats EUR1
billion of debt - consisting of around EUR790 million of debt held
by the sovereign wealth fund of Singapore and other current debt as
super senior ahead of senior secured debt.

Recoveries for the senior secured debt, after assigning EV
available to super senior-ranking debt holders, are estimated at
55%, which results in a Recovery Rating 'RR3', leading to a 'BB-'
rating for the senior secured debt, one notch above the IDR. Its
calculation includes the latest EUR1.3 billion senior secured
private placement, as well as the company's RCF, assuming the
facility will be fully drawn prior to stress. The current
refinancing transaction included an extension of USD863 million of
the RCF to May 2027, however, it will keep USD415 million of the
original facility until its maturity in November 2025. Therefore,
Fitch is including USD1.27 billion in its calculation. Recoveries
for the senior unsecured notes are estimated at 0%, in the 'RR6'
band, leading to a 'B-' instrument rating, two notches below the
IDR.

RATING SENSITIVITIES

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

- Total debt/EBITDA above 7.0x (6.5x net) on a sustained basis

- Delays in new product launches or weakened cost management
leading to inability to improve EBITDA margins (Fitch-defined,
excluding IFRS 16) to above 20%

- FCF margin below 1% on a sustained basis

- EBITDA/interest paid below 2.5x on a sustained basis

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

- Supportive financial policy and improving corporate governance
that lead to total debt/EBITDA below 5.0x (4.5x net) on a sustained
basis

- (Cash from operations less capex)/total debt with equity credit
above 5% on a sustained basis

- Continued operational improvement, as reflected in better Biotest
performance, continued reduction in collection cost per litre,
leading to EBITDA margins (Fitch-defined, excluding IFRS 16) above
24% on a sustained basis

- FCF margin towards mid-single digits on a sustained basis

- EBITDA/interest paid persistently above 3.5x on a sustained
basis

Liquidity and Debt Structure

Its assessment of Grifols' liquidity has improved after the RCF
extension and clean-up, as well as the refinancing of its remaining
2025 maturities with the EUR1.3 billion private placement. As of
September 2024, Grifols had EUR544 million of cash Fitch deems as
available for debt repayment (Fitch restricts EUR100 million).
While Grifols does not have availability under its current RCF, the
extension of the facility increases the availability to EUR822
million, further underpinning its liquidity assessment. However,
Grifols' liquidity is limited by its expectation of negative FCF
generation in 2024 due to increased capex requirements, though
Fitch expects a positive FCF from 2025 onwards.

Grifols' major outstanding maturities are in 2027, with EUR2.2
billion outstanding of the TLB and EUR740 million outstanding of
the senior secured debt maturing in November that year.

Issuer Profile

Grifols is a vertically-integrated global manufacturer of plasma
derivatives, which treat diseases using components/proteins derived
from human plasma. Grifols sources most human plasma from its own
collection centres.

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

Grifols has an ESG Relevance Score of '5' for Governance Structure
due to its concentrated ownership and the family's previous
involvement in the management of the company, with legacy complex
business transactions with entities related to the family. This has
a negative impact on the credit profile and is highly relevant to
the rating.

Grifols has an ESG Relevance Score of '4' for Management Strategy,
as reflected in the weak execution of its stated strategy, which
has led to unadjusted margins consistently below the company's
targets, and high leverage. This has a negative impact on the
credit profile, is relevant to the rating in conjunction with other
factors.

Grifols has an ESG Relevance score of '4' for Group Structure due
to the complex group structure with material related-party
transactions with entities where the family is participant, and
which has resulted in cash outflows. This has a negative impact on
the credit profile and is relevant to the rating in conjunction
with other factors.

Grifols has an ESG Relevance Score of '4' for Financial
Transparency due to the company's recent substandard disclosure of
some specific transactions, such as contracted payouts for its
Immunotek partnership. The company published its 2023 audited
financial statements with an unqualified opinion one week after its
expected date. This has a negative impact on the credit profile and
is relevant to the rating in conjunction with other factors.

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

   Entity/Debt              Rating          Recovery   Prior
   -----------              ------          --------   -----
Grifols, S.A.         LT IDR B+  Affirmed              B+

   senior secured     LT     BB- New Rating   RR3

   senior unsecured   LT     B-  Affirmed     RR6      B-

   senior secured     LT     BB- Affirmed     RR3      BB-

Grifols Worldwide
Operations USA, Inc

   senior secured     LT     BB- Affirmed     RR3      BB-

Grifols Worldwide
Operations Limited

   senior secured     LT     BB- Affirmed     RR3      BB-

MADRID RMBS III: Moody's Ups Rating on EUR55.5MM B Notes to Ba2
---------------------------------------------------------------
Moody's Ratings has upgraded the rating of Class B notes in MADRID
RMBS III, FTA. The rating action reflects better than expected
collateral performance and the increased level of credit
enhancement for the affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

EUR497M Class A3 Notes, Affirmed Aa1 (sf); previously on Oct 26,
2023 Upgraded to Aa1 (sf)

EUR55.5M Class B Notes, Upgraded to Ba2 (sf); previously on Oct
26, 2023 Affirmed B2 (sf)

EUR90M Class C Notes, Affirmed Caa1 (sf); previously on Oct 26,
2023 Affirmed Caa1 (sf)

EUR72M Class D Notes, Affirmed C (sf); previously on Sep 11, 2009
Downgraded to C (sf)

EUR52.5M Class E Notes, Affirmed C (sf); previously on Sep 11,
2009 Downgraded to C (sf)

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

Increase in Available Credit Enhancement

The credit enhancement for the Class B notes affected by the rating
action increased to 36.4% from 28.0% from the last rating action.

All interest payments for Classes B to D are deferred after
breaching the cumulative defaults triggers more than ten years ago.
The interest payments of the Class B notes will remain deferred to
a position ranking junior in the priority of payments until the
Class A3 notes have been repaid in full. Following the higher
amounts of recoveries received in recent payment dates, the unpaid
interest amount of Class B has been cured, Class C also started to
receive interest at the last payment date but will still take some
time to cure. None of the classes benefit from accrued interest on
unpaid interest. The reserve fund is fully depleted, and unpaid
interest on Class C (EUR7.7 million) and Class D (EUR12.9 million)
rank senior to the replenishment of this reserve fund. If excess
spread and recoveries are not enough to cover principal deficiency
in a specific payment date, the payment of interest on Class B will
not be made at that time and will be postponed. Moody's have
factored this risk in Moody's analysis.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed Moody's lifetime
loss expectation for the portfolio reflecting the collateral
performance to date.

The performance of the transaction has continued to improve since
last year. Total delinquencies have decreased in the past year,
with 90 days plus arrears currently standing at 0.69% of current
pool balance. Cumulative defaults currently stand at 24.16% of
original pool balance.

Moody's decreased the expected loss assumption to 4.7% as a
percentage of current pool balance from 5.82% due to the improved
performance. The revised expected loss assumption corresponds to
12.80% as a percentage of original pool balance, down from 13.04%.

Moody's have also assessed loan-by-loan information as a part of
Moody's detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's have decreased the MILAN Stressed Loss
assumption to 13.6% from 16.2%.

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

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) an increase in available
credit enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.

SANTANDER CONSUMER: Moody's Affirms Ba2(hyb) Preferred Stock Rating
-------------------------------------------------------------------
Moody's Ratings has affirmed Santander Consumer Bank AS' (SCB)
long- and short-term deposit and issuer ratings at A2 and P-1
respectively. At the same time, Moody's affirmed the Baseline
Credit Assessment (BCA) at baa3, the Adjusted BCA at baa2, the
senior unsecured rating at A2, the senior unsecured medium-term
note (MTN) program rating at (P)A2, the junior senior unsecured MTN
program ratings at (P)Baa1, the subordinate ratings at Baa2, the
subordinate MTN program ratings at (P)Baa2, the non-cumulative
preferred stock rating at Ba2(hyb), and the long- and short-term
Counterparty Risk Ratings (CRR) and Counterparty Risk Assessments
(CR Assessment) at A2/P-1 and A2(cr)/P-1(cr), respectively.

The outlooks on the long-term deposit, issuer and senior unsecured
debt ratings were changed to positive from stable.

RATINGS RATIONALE

The positive outlook is driven by Moody's assumption of increased
probability of support from its parent, Santander Consumer Finance
S.A. (SCF; A2, positive), in case of need, because of the
increasing strategic integration and the close financial links
between the entities. This action follows a change to Moody's
assumption of SCF's probability of support from Banco Santander
S.A. (Spain) (Banco Santander; A2, positive) to very high from
high, announced on November 27, 2024.

The affirmation of SCB's baa3 BCA reflects its established position
as one of the Nordic region's leading auto and consumer finance
lenders, along with its strong capitalization and robust
profitability, which Moody's expect to persist and remain above
0.8% over the next 12-18 months as interest rates decline. This is
balanced against moderate asset risks from auto finance lending,
while also recognizing strong long-term loan loss performance,
demonstrated by only a mild increase in SCB's non-performing loans
ratio to 3.1% in September 2024 from 2.6% in December 2022, despite
the impact of elevated interest rates.

The BCA also reflects the bank's high reliance on potentially more
confidence-sensitive wholesale funding. While Moody's expect the
bank's reliance on wholesale funding to moderate as it continues to
grow its deposit franchise, its deposit book is comprised of more
price-sensitive term and savings deposits. Additionally, the bank's
largely monoline business model of providing automotive finance
poses concentration risks, similar to other specialized lenders.

The affirmation of SCB's Adjusted BCA at baa2 reflects Moody's
updated assumption of a very high probability of affiliate support
from its parent, SCF, and ultimately from Banco Santander, up from
a previously high probability. Moody's increased Moody's
expectation of affiliate support due to the growing strategic
integration between SCB and SCF and the close links established
through the provision of liquidity support and the purchase by SCF
of a portion of SCB's debt, including all loss-absorbing
instruments issued by SCB. The unchanged one-notch affiliate
support uplift reflects the lower end of the range as indicated by
Moody's joint default analysis approach; the positive outlook
reflects Moody's expectation that the probability of support is
increasing.
Moody’s unchanged assumption of a very low loss-given-failure for
junior depositors and senior debt holders continue to result in a
three-notch uplift for the long-term deposit, issuer and senior
unsecured ratings. Moody's unchanged assumption of a low
probability of support from the Government of Norway (Aaa, stable)
continues to not result in any further uplift to the ratings.

OUTLOOK

The positive outlook on the long-term deposit, issuer, and senior
unsecured ratings reflects Moody's expectation that the strategic
integration and financial links between SCB, its parent SCF, and
the ultimate parent Banco Santander will continue to strengthen
over the next 12-18 months.

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

The bank's ratings could be upgraded if its BCA improves, which
could be achieved by significantly reducing its reliance on
confidence-sensitive market funding and improving the quality of
its deposits. Additionally, the ratings could be upgraded through
further strengthening of the strategic and financial integration
between SCB and its parent, SCF.

SCB's junior senior unsecured MTN program ratings could be further
upgraded if the bank issues larger volumes of junior liabilities,
including senior non-preferred (SNP) debt, resulting in a lower
loss given failure.

A downgrade of SCB's ratings is unlikely given the positive
outlook. However, the outlooks on SCB's long-term deposit, issuer,
and senior unsecured ratings could be changed to stable if the
affiliate support assumptions are reduced due to a decreased
commitment by the parent bank to its subsidiary, or if there is a
substantial decline in its capitalization, profitability, or a
significant deterioration in its asset quality.

Additionally, a material reduction in the volume of junior
liabilities, leading to higher expected loss given failure, could
result in a downgrade of the bank's long-term deposit, long-term
issuer and senior unsecured debt ratings.

PRINCIPAL METHODOLOGY

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



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

SELECTA GROUP: Moody's Affirms 'Caa1' CFR, Alters Outlook to Neg.
-----------------------------------------------------------------
Moody's Ratings has affirmed the Caa1 long term corporate family
rating and the Caa1-PD probability of default rating of Selecta
Group B.V. (Selecta), a leading pan European operator of vending
machines and food tech. At the same time Moody's affirmed the Caa1
ratings of the backed senior secured first lien notes due April
2026, the Caa3 ratings of the backed senior secured second lien
notes due July 2026, and the B1 rating of the EUR150 million backed
super senior secured revolving credit facility (SSRCF) due January
2026. The outlook was changed to negative from positive.

RATINGS RATIONALE

The change in outlook to negative from positive reflects the
company's weakened operating performance in recent quarters. In the
third quarter of 2024, Selecta reported a decrease in net sales,
reaching EUR275.4 million, marking a 5.8% drop compared to the
previous year. This decline was primarily due to a reduction in
like-for-like volume and the strategic intentional churn (SIC)
aimed at reducing unprofitable contracts.  Like-for-like volume was
pressured by reduced consumer spending across many of Selecta's
markets coupled with certain weather and regulatory (the
Netherlands) events affecting some of their business. Despite these
challenges, Selecta achieved a slight increase in sales per machine
per day, up by 3.0% to EUR12.6, setting a new record high in the
public sector machine density (SMD). Still, the company's
profitability faced significant pressure and adjusted EBITDA as
calculated by Selecta fell by 30.8% to EUR43.3 million, with the
margin contracting by 5.7 percentage points to 15.7%.  The margin
reduction was in part due to the reduced turnover from the SIC.

The ratings affirmation reflects Moody's expectations that (1) the
company will stabilise its operating performance in 2025 following
a weak Q3 24, leading to improved credit metrics; and (2) it will
address its refinancing needs in an orderly fashion ahead of their
maturity dates in January, April and July 2026.

The company's Moody's-adjusted debt/EBITDA stood at 7.5x for the
twelve months ended September 2024 and Moody's expect this ratio to
reduce slightly in 2025 after spiking for full year 2024 to over
8.0x as Selecta adjusts its costs in line with the reduced
installed base as a result of strategic intentional churn (SIC).
Moody's-adjusted EBITA / Interest expense was 0.6x for the twelve
months ended September 2024 and Moody's anticipate a slight
improvement in this ratio in 2025, following a dip towards 0.5x for
full year 2024. The company continues to consume cash which Moody's
expect to reduce gradually over 2025 and 2026.

ESG

ESG considerations were a driver of this rating action. Selecta's
tolerance of material leverage, low interest coverage, negative
free cash flow and relatively short "runway" to debt maturities
point to aggressive financial policies, which Moody's took into
account in Moody's assessment of governance risks.

LIQUIDITY

Selecta's near term liquidity consists of EUR76.7 million as of
September 30, 2024, comprising approximately EUR40 million of cash
in addition to approximately EUR42.8 million of drawing capacity
under the EUR150 million SSRCF. Importantly, the company faces a
maturity wall in 2026 when its revolving credit facility, along
with both bonds, mature.

RATING OUTLOOK

The negative outlook reflects the increased risks of associated
with Selecta addressing its upcoming maturities in an orderly
fashion, which could lead to a distressed exchange transaction.
This would constitute an event of default under Moody's
definition.

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

The negative outlook indicates that a ratings upgrade is unlikely
in the next 12-18 months. However, an upgrade would require Selecta
to (1) improve cash flow generation such as that FCF generation is
sustainably positive; and, (2) improve its interest coverage with
EBITA/interest expenses maintained above 1x; and (3) Moody's
adjusted debt/EBITDA decreases sustainably below 6x.

A rating downgrade could occur if (1) the company does not address
its refinance needs in an orderly fashion or if liquidity
deteriorates further; or (2) Selecta fails to improve profitability
and grow its EBITDA in 2025 relative to 2023 and 2024.  Any
refinancing transaction that results in a loss to creditors
relative to the original obligation would also lead to a rating
downgrade.

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

PROFILE

Selecta, Europe's top vending machine operator by revenue, serves
16 countries with a wide range of snack and beverage options for
both private and public sector clients. It manages the entire
vending service process, from securing contracts and machine
placement to stocking and maintenance. Additionally, Selecta sells
machines, parts, and products, and has expanded into food and
non-traditional vending areas. The company is owned by KKR.



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

ORDU YARDIMLASMA: Fitch Hikes LongTerm IDR to 'BB-', Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has upgraded Ordu Yardimlasma Kurumu's (OYAK)
Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) to
'BB-' from 'B+'. Fitch has also assigned OYAK a Long-Term
Local-Currency (LTLC) IDR at 'BB-'. The Outlooks are Stable.

The upgrade reflects an improved market environment in Turkiye,
where OYAK's investments are located and generate the majority of
its cash flows. It also follows the upgrade of Turkiye's LTFC IDR
on 6 September 2024 (see "Fitch Upgrades Turkiye to 'BB-'; Outlook
Stable").

The ratings reflect OYAK's well-defined financial and investment
policy, strong control over asset dividends and solid loan-to-value
(LTV) ratios, all of which are its key rating strengths. These are
offset by its portfolio exposure to a single volatile market
(Turkiye) and currently weak investment holding company cash cover.
This, together with OYAK's reliance on income from few assets,
leads to high fluctuations in its income, which in turn is a rating
constraint.

Key Rating Drivers

Shift in Dividends Contribution Mix: Fitch expects Oyak Otomotiv
Enerji, which primarily consists of the automotive and logistics
businesses, to become the largest contributor to OYAK's overall
dividend received through 2027, averaging at 60% of total
dividends. This is neutral to the rating as OYAK has always had a
high reliance on a small part of their portfolio for the majority
of their dividends received.

Historically, Erdemir was the largest dividend contributor, at an
average of around 50% of OYAK's total dividend income for
2020-2022. After withholding dividends in 2023 due to an earthquake
in Turkiye and large capex, Erdemir resumed its dividend payout in
2024, albeit on a smaller scale in line with its dividend policy,
with total dividends reaching around USD27 million at end-June
2024. Fitch does not expect it to be as significant a contributor
to OYAK's dividends as before.

Cement Stake Sale Concluded: During the year, OYAK successfully
concluded its stake sale in its cement operations, which Fitch
views as rating-neutral. The sale proceeds remain undeployed while
it considers several investment opportunities with potential for
revenue and sectoral diversification.

Growing Housing Projects: OYAK owns a large land bank in Turkiye
and has periodically sold housing units, depending on economic
conditions. Currently, OYAK has three major housing projects in
Oyakkent, Ayazaga, and Mordogan, with over 1,500 units planned for
sale in the next three years. Sales in 2024 have been solid and
Fitch expects this to continue into 2025. Fitch assumes
significantly more conservative income from the housing projects,
which are likely to grow in importance for OYAK. A sharp increase
in portfolio and cash flow concertation may become a rating
constraint.

Weak Portfolio Credit Characteristics: Fitch assesses OYAK's
portfolio credit characteristics, according to its rating criteria
for investment holding companies, at 'b+', which constrain its
IDRs. This reflects both the weak weighted average credit quality
of its portfolio and limitations in its investments' financial
transparency as some assets are held privately. The assets in
OYAK's portfolio include real estate, mining, building materials
and auto, which are highly exposed to Turkiye, with domestic sales
accounting for the majority of their revenue.

Solid LTV, Weak Cash Cover: OYAK's Fitch-calculated gross LTV is
22%, which Fitch expects to remain stable in the short-to-medium
term. Although the LTV is strong, debt/recurring cash received
(expected around 3.5x) is adequate, and cash cover (expected around
2x) is weak for the ratings. When calculating OYAK's ratios, Fitch
includes debt at SPVs, such as ATAER, BIREN and other SPVs, despite
the absence of parent-company guarantees and cross defaults.

Conservative Financial Policy: OYAK's record of abiding by its
well-defined internal financial policy compares well with that of
higher-rated peers. Historically, OYAK has successfully focused on
investing in manufacturing, infrastructure, energy and heavy
industries, rather than sectors that directly serve end-customers.
However, it has recently expanded further into the food sector and
real estate to diversify returns and reduce dependence on Erdemir.

Member Payments Considered Quasi-Dividends: Fitch views payments to
pension members as quasi-dividends that are ultimately subordinated
to OYAK's senior unsecured debt obligations. This is driven by its
belief that the fund has deferral mechanisms in place for liquidity
crises and that any cash withdrawal requests should first be passed
by OYAK's general assembly. Fitch therefore does not consider these
payments as part of OYAK's funds from operations or include them in
Fitch's credit ratios for the company.

Derivation Summary

Fitch sees some similarities between the asset portfolios of OYAK
and other holding companies, including CDP RETI SpA (BBB/Positive)
and Criteria Caixa, S.A., Unipersonal (BBB+/Stable). They consist
of investments in various sectors including steel, auto, cement,
energy, real estate, food and agriculture.

OYAK has a well-defined financial and investment policy, strong
control over asset dividends and LTV ratios that are better than
peers', which is a key rating strength. These are offset by weaker
portfolio characteristics than CDP RETI's and Criteria Caixa's and
its exposure to a single volatile market (Turkiye). Further, OYAK
has historically relied on a single asset, Erdemir, for dividend
income. This, together with its geographical concentration, results
in greater volatility in dividends, and is a rating constraint, in
addition to its weak cash cover.

Key Assumptions

- Dividends to increase on average at 15% per year for 2024-2027

- Cash income from housing projects for 2024-2027 to become a
material part of OYAK's total recurring cash received

- Standalone and SPV debt to continue to grow around 10% per year
in 2024-2027

- No acquisitions or disposals for 2024-2027

RATING SENSITIVITIES

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

LTFC and LTLC IDRS

- Fitch-adjusted investment holding company cash cover at below
3.0x

- Weakening in the credit quality of its portfolio leading to a
Fitch-adjusted LTV at above 45% for an extended period

- Decreased diversification of cash flow leading to increasing
dependence on a single asset

LTFC IDR

- A downgrade of Turkiye's Country Ceiling would be negative for
the LTFC IDR

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

LTLC IDR

- An improvement in Turkiye's economic environment and general
market conditions

- Improvement in the portfolio's weighted average credit quality by
equity value

LTFC IDR

- An upgrade of LTLC IDR and an upgrade of Turkiye's Country
Ceiling

Liquidity and Debt Structure

As of 30 June 2024, OYAK reported having TRY24.3 billion of cash
and cash equivalents, of which TRY14 billion was unrestricted. The
total cash balance comprised time deposits (maturity of 90 days or
more) amounting to TRY13.3 billion and financial assets of TRY10.7
billion. This compared with TRY24.7 billion of debt on its
standalone balance sheet. In addition, OYAK had an available
uncommitted unused bank line totaling TRY26.9 billion. It has
access to local banking lines, which are available even during
downturns.

It had restricted cash of TRY10.3 billion at subsidiary AnkerBank,
which provides loans to OYAK's companies.

Issuer Profile

OYAK is a second-tier pension fund for the military personnel in
Turkey. It holds investments in more than 130 companies across 20
countries in various sectors.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt              Rating            Prior
   -----------              ------            -----
Ordu Yardimlasma
Kurumu (Oyak)      LT IDR    BB- Upgrade      B+
                   LC LT IDR BB- New Rating



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

IHS HOLDING: Moody's Affirms 'B3' CFR & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Ratings has affirmed IHS Holding Limited's (IHS) corporate
family rating of B3. At the same time, the probability of default
rating of B3-PD and the B3 rating of the $940 million backed senior
unsecured notes issued by IHS Netherlands Holdco B.V. due in 2027
(of which $286 million remain outstanding) were also affirmed. The
outlook for both entities was revised to positive from stable.

RATINGS RATIONALE

The rating action reflects Moody's view that IHS continues to be
exposed to the weak operating environment in Nigeria and in
particular to currency convertibility risk, which can reduce the
company's liquidity. At the same time, the August 2024 extension of
contracts with its main customer, the Nigerian subsidiary of MTN
Group Limited (MTN), as well as other local subsidiaries of MTN to
2032 and beyond, affirms the strong relationship with MTN as its
main customer. This extension provides increased revenue visibility
while maintaining protections against local currency depreciation.

The positive outlook is aligned with the positive outlook of the
Government of Nigeria and reflects Moody's expectation that Moody's
would likely upgrade IHS' ratings if the rating of the Government
of Nigeria is upgraded. Because IHS' rating is now again
constrained by the rating of the Government of Nigeria, Moody's
have changed the credit impact score (CIS) to CIS-2 from CIS-3 to
reflect that ESG factors have no impact on the rating and that the
rating has the ability to absorb a degree of credit quality
deterioration.

For the nine months ending September 2024, IHS earned 64% of its
EBITDA from Nigeria. The company services its dollar bonds through
cash upstreamed to the group by its international operations,
mainly Nigeria. While the company's liquidity position remains good
as of September 30, 2024, it will weaken over time if IHS is unable
to upstream excess cash generated in Nigeria. During the nine
months to September 2024, IHS upstreamed $118 million of cash from
Nigeria and as of November 12, 2024 this had further increased to
$155 million, up from $65 million in the full year of 2023, in
addition to upstreams from other operating companies. Liquidity is
also supported by a cash balance of around $314 million dollar
equivalent of dollars and currencies other than naira, the
significant majority of which Moody's expect were held outside of
Nigeria as of September 2024 as well as $300 million of
availability under a revolving credit facility at the IHS group
level. Moody's expect this will provide the company with adequate
liquidity for at least the next 18 months, even in case IHS is
unable to upstream any cash from Nigeria over this timeframe.

IHS remains well protected against the weakening of the naira
against the dollar because its customer contracts contain automatic
price escalators. Following the contract renegotiation and
extension with MTN, the dollar indexation element has reduced, but
Moody's expect that this should not materially increase IHS'
exposure to the naira against what it had been previously. This is
because of the introduction of power price escalators that Moody's
expect should also be effective at mitigating naira depreciation.
Power escalators are linked to the local price of diesel in naira,
which closely tracks the global price of diesel in dollars and
therefore naturally incorporates an adjustment to naira
depreciation.

The company's rating remains supported by 1) IHS' position as the
third largest independent multinational mobile tower operator
globally by number of towers, with a leading position in
sub-Saharan Africa and some diversification into global emerging
markets in Latin America; 2) sustained growth of mobile
communication across its markets, driving increasing mobile network
infrastructure needs; 3) high visibility of future revenues
underpinned by long-term contracted revenue totaling $12.3 billion;
4) good protection against local currency depreciation based on
dollar-, euro- or power-linked contracts (59% of revenue for the
three months ended September 2024) or local currency inflation
escalators; 5) adequate credit metrics and prudent financial
policies.

The rating also reflects 1) the company's exposure to the economic,
political, legal, fiscal and regulatory environment of Nigeria
(Caa1 positive) because it generated 64% of EBITDA for the nine
months ending September 2024 from the country; 2) limited US dollar
availability in Nigeria, which can limit IHS' ability to convert
and repatriate earnings outside of the country to service its US
dollar debt obligations; 3) high customer concentration, in
particular to MTN (Ba2 stable) whose Nigerian subsidiary alone
accounted for 46% of consolidated revenue for the nine months
ending September 2024. Overall revenue from MTN accounted for 62%
of IHS' revenue during the three months that ended September 2024.

POSITIVE OUTLOOK

The positive outlook is in line with the positive outlook on the
long term issuer rating of Nigeria reflecting IHS' close credit
links to the Government of Nigeria and the country's political,
legal, fiscal and regulatory environment. The positive outlook also
reflects Moody's expectation that IHS' credit metrics will
gradually improve over the next 12-18 months, supported by gradual
recovery in EBITDA and the company's plans to reduce debt through
asset sales.

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

IHS' ratings could be upgraded if the rating of the Government of
Nigeria is upgraded. IHS' ratings will continue to be capped at 1
notch above the rating of the Government of Nigeria or the local
currency ceiling, whichever is lower. An upgrade would also require
no material deterioration in the company's operating and financial
performance, market positions and liquidity. Moody's would also
consider an upgrade if revenue and cash flow generation is more
significantly diversified outside of Nigeria.

A downgrade of the Nigerian sovereign rating would likely lead to a
downgrade of IHS' ratings, however Moody's will monitor the
company's progress in diversifying revenue and cash flow generation
outside of Nigeria. A lowering of the local currency ceiling below
B3 or a material weakening of the company's liquidity or its
ability to upstream excess cash from Nigeria could lead to a change
in outlook or a downgrade. A material deterioration of credit
metrics from current levels could also lead to a downgrade.

The principal methodology used in these ratings was Communications
Infrastructure published in February 2022.

PEOPLECERT WISDOM: Fitch Affirms 'B+' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed PeopleCert Wisdom Limited's (PeopleCert)
Long-Term Issuer Default Rating (IDR) at 'B+' with a Stable
Outlook. Fitch has also affirmed the senior secured notes (SSN)
issued by PeopleCert Wisdom Issuer plc at 'BB-', with a Recovery
Rating of 'RR3'.

The affirmation reflects PeopleCert's stable revenues and high
margins through the cycle. The company's gross leverage remains
fairly moderate for the 'B+' rating, and net leverage continues to
decrease. Fitch expects its free cash flow (FCF) conversion to
remain strong over the next four years, supported by high EBITDA
margins and contained capex and working-capital needs.

The rating is constrained by its relatively small scale, and
potential revenue volatility due to not yet fully implemented
subscription revenue model and declines in the global English
language certification industry. Fitch expects credit metrics to
remain within the sensitivities of a 'B+' rating.

Key Rating Drivers

Reducing Net Leverage: PeopleCert's gross leverage fell sharply in
2022 following the acquisition of Axelos Ltd. (AXELOS). This
deleveraging was due to the swift integration of AXELOS and a
substantial increase in profitability from vertical integration,
which allowed PeopleCert to save significantly on royalty expenses.
However, a worsened revenue mix and timing differences in revenue
recognition led to an increase in gross leverage in 2023, though it
remained within its sensitivities for a 'B+' rating for
PeopleCert's sector and scale.

Nonetheless, net leverage continued to reduce significantly,
supported by strong cash generation and a defined but limited
dividend policy.

Plateauing Revenues: Following the acquisition of AXELOS, which
resulted in roughly a 50% revenue rise, PeopleCert's turnover has
stabilised at around the EUR120 million mark. This is attributable
to slower-than-expected corporate-led qualification spending and
language certifications growth. PeopleCert is completing its
transformation by shifting to an IP monetisation model, reducing
its reliance on exam revenues, which fell to 58% of total revenues
in 3Q24 from 68% in 2022. While Fitch expects revenues to resume
growth from 2025, Fitch cautiously assumes growth of 1.5% p.a. to
2027.

Lower but Stable Profitability: Since 2023, with PeopleCert's
costs, including cost of sales, distribution, and administrative
expenses, have exceeded expectations. Further, mismatches between
cost and revenue recognition in 2022 resulted in a temporarily
higher EBITDA margin. While the company remains proactive in
cutting indirect costs, Fitch estimates Fitch-calculated EBITDA
margins at 55% for 2024. Fitch anticipates a moderate annual
increase thereafter, driven by the transition towards a
membership-based model for professional qualifications and staff
nearshoring opportunities in Greece.

Strong FCF: Fitch expects PeopleCert's FCF margin at around 20%
over the next three years. This strong cash generation is driven by
high EBITDA margins embedded in the IP-driven business model. Fitch
assumes an annual outflow of around GBP4 million from working
capital and capex at 8% of revenue. Fitch also assumes annual
dividends to increase to an average of about EUR10 million. Capex,
which mainly includes IT equipment and the purchase of new IP
rights, is partly discretionary, allowing some investments to be
postponed.

Manageable Refinancing: PeopleCert's senior secured notes mature in
2026. The company has confirmed it plans to address the refinancing
in 2025. With gross leverage under control and fairly low net
leverage, Fitch sees multiple refinancing options available. These
may include, in addition to accessing broadly syndicated debt
capital markets, options such as bank debt, local bond issuance in
Greece, and private debt-led structures.

Stability in Financial Policy: PeopleCert is controlled by its
founders and is exposed to key-man risk. Growth equity investor FTV
Capital also holds a minority stake and is represented on the
board. Fitch expects the owners to reduce leverage to increase
their equity value in the medium term, potentially monetising it
through an IPO. Fitch also sees FTV Capital as broadly aligned with
the majority owners and likely to remain invested after the
refinancing. However, Fitch expects cash dividends to be paid
annually and, potentially, to increase if revenue and profitability
improve.

Stability in Qualifications Markets: Fitch sees underlying
long-term growth in the broader education and qualifications
markets. Trends in digital transformation are also likely to
support investments in technology and process-management-related
qualifications. Fitch expects temporary reductions in corporate
budgets through 2025, as well as a lower immigration-led language
qualification expense. However, PeopleCert benefits from wide
geographic diversification and growing demand for qualifications in
developing markets.

Derivation Summary

PeopleCert has a proportionally lower net leverage and clearer
deleveraging prospects than average 'B' rated peers. PeopleCert's
high profitability versus peers' stems from owning IP rights for
certain certifications and expanding into the profitable
language-testing market. It compares favourably with Fitch-rated
LBOs and speculative-grade peers in business services and
education.

Education peers like Global University Systems Holding B.V. (GUSH,
B/Stable) have larger scale but higher leverage and lower EBITDA
margins. Comparability exists with IP and content-based platforms
such as Mediawan Holdings SAS (B/Stable) and Asmodee Group AB
(B+(EXP)/RWP), which have higher leverage but also greater scale
and diversification.

PeopleCert also shares similarities with LBO peers in ERP services
such as Teamsystem S.p.A. (B/Stable) and Unit4 Group Holding B.V.
(B/Stable). These ERP providers' diversified customer bases
generate lower business risk due to their subscription models,
though both Teamsystem and Unit 4 have higher leverage.
PeopleCert's IP-driven product offering could evolve towards a more
emphasised subscription model, increasing its already highly
recurring revenue base.

Key Assumptions

- Revenue to decline 0.6% in 2024 as a result of weaker demand and
business rebranding followed by low single-digit growth for
2025-2027

- EBITDA margin to improve towards 58% by 2027

- Working capital outflows at 3% of revenues p.a. to 2027

- Dividends of GBP10 million p.a. to 2027

Recovery Analysis

The recovery analysis assumes that PeopleCert would remain a going
concern (GC) in distress, rather than be liquidated in a default.
Most of its value is derived from its portfolio of certification
brands, IP rights, and goodwill from relationships with clients and
training organisations. Although its IP rights portfolio is not
part of the secured collateral, negative-pledge clauses are present
in the SSN documentation.

Its analysis assumes an unchanged GC EBITDA of around GBP40
million, following corrective measures taken. Fitch expects the
company to still generate positive FCF. However, the financial
structure could become unsustainable due to increased leverage,
making refinancing challenging.

Financial distress may arise from increased competition in the
qualifications industry, either from established peers or new
entrants as well as from material disruptions in the languages
certification segment. This could include a decline in the
international prestige and applicability of qualifications such as
ITIL or PRINCE2, which may reduce its pricing power. This would in
turn erode both revenue and margins, affecting leverage.
Post-restructuring, PeopleCert may be acquired by a larger company
to integrate its IP portfolio and clients into an existing
platform.

Its recovery calculations include PeopleCert's fixed-rate SSNd for
the sterling-equivalent amount of EUR300 million. The capital
structure also includes a committed revolving credit facility (RCF)
of EUR20 million, plus an additional amount of EUR40 million
available for specific business needs. According to its criteria,
Fitch considers the fully committed amount as fully drawn, and half
of the additional commitment to be drawn.

Fitch applies an enterprise value multiple of 5.5x (from 5.0x) to
the post-restructuring GC EBITDA. The increase in EV reflects the
value of IP and a solid cashflow profile. It is 0.5x better than
the median for media companies, such as Subcalidora, and aligns
with Global University System's and InfoproDigital's. Its waterfall
analysis generated a ranked recovery in the 'RR3' band, after
deducting 10% for administrative claims. This indicates a
'BB-'/'RR3'/64% instrument rating for the SSNs.

RATING SENSITIVITIES

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

- Fitch-defined EBITDA gross leverage above 4.5x on a sustained
basis, driven by a lower number of exams taken and weak pricing
affecting profitability

- EBITDA interest coverage below 2.5x on a sustained basis

- Reduction in FCF margin to below 10%

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

- Fitch-defined EBITDA stabilising at over GBP100 million through
the cycle following organic growth or acquisitions

- Fitch-defined EBITDA gross leverage below 3.5x on a sustained
basis

- EBITDA interest coverage above 3.5x on a sustained basis

- Improvements in the business model including acquisition of new
IP rights or evolution towards a subscription revenue base

Liquidity and Debt Structure

PeopleCert had cash balance of GBP89.6 million at end-3Q24.
Liquidity is further supported by an EUR60 million RCF. Liquidity
is expected to remain comfortable with positive FCF at around 20%
of revenue to 2026. A continued increase in cash on its balance
sheet can help refinance its 2026 SSN maturity.

Issuer Profile

PeopleCert Holdings UK is an examination and awards body for
professional and language certifications, it is also the manager
and developer of IP on business certifications frameworks,
including ITIL and PRINCE2 products

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
   -----------            ------        --------   -----
PeopleCert Wisdom
Issuer plc

   senior secured   LT     BB- Affirmed   RR3      BB-

PeopleCert Wisdom
Limited             LT IDR B+  Affirmed            B+

RENALYTIX PLC: Shareholders OK Directors' Remuneration
------------------------------------------------------
Renalytix plc announced that all resolutions were duly passed at
the Annual General Meeting held on December 19, 2024.

     Results of the AGM:

Ordinary resolutions

     1. Receive and adopt the UK 2024 Annual Report
     2. Approve Directors' Remuneration Report
     3. Ratify the selection of CohnReznick
     4. Reappoint PKF Littlejohn LLP as Auditors
     5. Authorize Board to determine auditors' remuneration
     6. Authorize the issue of shares under the 2020 Equity
Incentive Plan with Non-Employee Sub-Plan
     7. Authorize the Issue of Equity

     Special resolutions

     8. Authorise Issue of Equity without Pre-emptive Rights
     9. Authorise Market Purchase of Ordinary Shares

A full-text copy with further information on the Company's report
for its Annual General Meeting filed on Form 8-K with the
Securities and Exchange Commission is available at:

                  https://tinyurl.com/6j5rnwcj

                        About Renalytix

Headquartered in United Kingdom, Renalytix (LSE: RENX) (NASDAQ:
RNLX) -- www.renalytix.com -- is an artificial intelligence enabled
in-vitro diagnostics and laboratory services company that is the
global founder and leader in the field of bioprognosis for kidney
health. In late 2023, the Company's kidneyintelX.dkd test was
recognized as the first and only FDA-authorized prognostic test to
enable early-stage CKD (stages 1-3b) risk assessment for
progressive decline in kidney function in T2D patients. By
understanding how disease will progress, patients and clinicians
can take action earlier to improve outcomes and reduce overall
health system costs.

New York, New York-based CohnReznick LLP, the Company's auditor
since June 2024, issued a "going concern" qualification in its
report dated September 30, 2024, citing that the Company has
suffered recurring losses from operations and has a net capital
deficiency that raise substantial doubt about its ability to
continue as a going concern.

SHERWOOD PARENTCO: Moody's Affirms 'B2' CFR, Outlook Now Stable
---------------------------------------------------------------
Moody's Ratings has affirmed Sherwood Parentco Limited's (Sherwood)
B2 corporate family rating and Sherwood Financing plc's B2 senior
secured debt ratings. The issuer outlooks changed to stable from
negative for both entities.

The rating action follows Sherwood's early refinancing and
extension of its bonds and revolving credit facility (RCF) through
2029.

RATINGS RATIONALE

By affirming Sherwood's B2 CFR Moody's have taken into account the
strengthening of the company's liquidity and funding profile,
following the successful refinancing and maturity extension of the
vast majority of the company's notes and its RCF to 2029. At the
same time, the CFR reflects the constraints to Sherwood's credit
profile from modest cash flows, elevated leverage, and a
significant tangible equity deficit. Moody's estimate proforma
interest coverage of approximately 2.9x based on its last
twelve-month EBITDA and higher coupons following the bond
exchange.

Sherwood achieved a pick-up rate in excess of 90% of its bond
exchange offer which exceeded its minimum acceptance target as well
as Moody's expectations. The refinancing transactions enabled
Sherwood to reduce the company's overall utilized RCF amount. As a
result, Sherwood has abundant availability under its RCF and
medium-term debt maturities, with no material near-term obligations
due.

The affirmation of Sherwood Financing plc's B2 senior secured debt
ratings acknowledges their prioritized claims within Sherwood's
liability structure.

OUTLOOK

The stable outlook indicates Moody's expectation that Sherwood will
keep advancing its shift towards an integrated fund management
business model and increase its reliance on capital-light revenues.
This strategy supports gradual deleveraging, strengthening cash
flow generation, and will help to maintain future utilization of
the RCF at moderate levels.

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

Sherwood's CFR could be upgraded if there is a sustained
improvement in its profitability and interest coverage levels,
alongside the expansion of its integrated fund management business.
This will be dependent on the company achieving a Debt/EBITDA
leverage ratio of roughly 3.5x on a gross debt basis.

An upgrade in Sherwood Financing plc's senior secured debt ratings
could follow an upgrade of the CFR and no material alteration in
its liability structure that will materially increase the amount of
debt ranked senior to the notes.

Conversely, Sherwood's CFR might be downgraded if the company
exhibits continued high earnings volatility coupled with a slower
capital deployment in its discretionary funds, delaying expected
deleveraging and improvement in its cash flow generation.

Sherwood Financing plc's senior secured ratings could be downgraded
if the firm significantly increases its volume of debt that is
considered senior to the notes or if Sherwood's CFR is downgraded.

PRINCIPAL METHODOLOGY

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

TALKTALK TELECOM: S&P Upgrades LT ICR to 'CCC+', Outlook Stable
---------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
U.K.-based TalkTalk Telecom Group Ltd. to 'CCC+' from 'D'
(default).

S&P said, "We also assigned our 'B-' issue rating and '2' recovery
rating to TalkTalk's GBP562 million senior secured first-lien
notes; and our 'CCC-' issue rating and '6' recovery rating to the
GBP332 million second-lien notes.

The stable outlook reflects S&P's view that TalkTalk's financial
performance will stabilize in fiscal 2026 (year ended Feb. 28) on
cost savings, ethernet growth, and improving average revenue per
user (ARPU), and despite continued customer attrition in the
consumer segment, resulting in breakeven free operating cash flow
(FOCF) after leases from fiscal 2027 and sufficient liquidity to
cover cash interest payments, working capital, and capital
expenditure (capex) needs.

Rating Action Rationale

TalkTalk has completed a debt restructuring that improved its
maturity profile and liquidity position.  The company has completed
a debt restructuring and exchanged its GBP330 million senior
secured revolving credit facility (RCF), its GBP685 million senior
secured notes, and new funding by shareholders into new first- and
second-lien instruments that extended their maturities. The new
capital structure includes:

-- First-lien senior secured debt totaling GBP650 million,
including GBP562 million notes and an GBP88 million term loan,
maturing in September 2027, carrying cash interest of Sterling
Overnight Index Average (SONIA) plus 4%, with the option for SONIA
plus 4% payment-in-kind (PIK) and 0.5% cash for the first two
coupons.

-- Second-lien debt totaling GBP384 million, including GBP332
million notes and a GBP52 million term loan, maturing in March
2028, carrying SONIA plus 7.5% pay-if-you-can (PIYC) interest.
-- A GBP181 million second-lien new money facility maturing in
March 2028, carrying SONIA plus 7.5% PIYC interest. This instrument
ranks pari passu with the other second-lien debt.

The transaction also included shareholders transferring the
Virtual1 business and Shell and OVO branded customer bases to
TalkTalk Telecom Group Ltd. to enhance the restricted group's
collateral. The maturity of the GBP450 million PIK facility issued
by TalkTalk FinCo Ltd. above the restricted group was extended to
April 2028.

S&P said, "We continue to view TalkTalk's capital structure as
unsustainable due to a very high debt burden.  We forecast adjusted
leverage in fiscal 2025 to peak at 11x and remain very high above
9x in fiscal 2026. With the restructuring, TalkTalk's debt will
increase to GBP2.8 billion (GBP1.9 billion excluding lease
liabilities) in fiscal 2025, from GBP2.4 billion (GBP1.5 billion
excluding lease liabilities) in fiscal 2024. This is mainly due to
GBP235 million injected by TalkTalk's shareholders, most of which
was converted into second-lien debt as part of the transaction. We
expect debt will keep increasing to above GBP3.1 billion (GBP2.2
billion excluding lease liabilities) by fiscal 2027 because we
expect the second-lien debt will accrue PIK interest of SONIA plus
7.5%, while the GBP450 million PIK facility issued by TalkTalk
FinCo will also accrue PIK interest.

"We see execution risk related to the company's business plan.
TalkTalk completed the separation of the consumer and wholesale
business in March 2024, and has started to execute its new business
plan, which involves a cost-cutting program and return to cash
generation. The company expects to reduce operating and exceptional
costs by GBP120 million in total, of which it expects to achieve
GBP72 million by fiscal year-end 2026. TalkTalk is focusing on
streamlining operations after the business split, cutting legacy
costs from internal systems, reducing the workforce, and reducing
subscriber acquisition costs by focusing on higher-value customers
and increasing the share of alternative network wholesale
providers, which provide cheaper connectivity than Openreach. We
see execution risks to the company's business plan, including its
ability to (1) successfully and timely execute on the cost-saving
program, (2) increase prices and ARPU in the competitive U.K.
broadband market, (3) mitigate customer losses, and (4) effectively
manage supplier costs given the company's limited network
ownership, and still-high exposure to wholesale network provider
Openreach. We expect TalkTalk to achieve revenue growth of about 2%
per year from ethernet growth and increased fiber uptake driving
higher ARPU. This will be partially offset by customer losses,
particularly in the consumer business, which we expect will
continue throughout our forecast at an average rate of 4% per year
in fiscal years 2025 and 2026 (excluding the effect of the Shell
customer base). TalkTalk's overall customer base has been declining
for several years, to 3.4 million in first-half fiscal 2025 from
3.9 million in 2023. We expect S&P Global Ratings-adjusted EBITDA
will gradually recover to 20% by fiscal year-end 2026 from 15% in
fiscal 2024, supported by planned cost savings and reduced one-off
costs.

"TalkTalk's liquidity position has improved, but we expect limited
headroom over the next 12 -24 months.  Following the restructuring,
we estimate TalkTalk will have sufficient liquidity in the next
year, but it will be constrained by still-negative free cash flow
after leases in fiscal 2026 and vulnerable to operating
underperformance or adverse working capital fluctuations. In fiscal
2026, TalkTalk will benefit from low cash-interest payments, thanks
to the option to PIK most of the first two coupons on the GBP650
million first-lien debt, which we expect it will use. Thereafter,
liquidity will likely remain tight as cash interest increases to
GBP60 million in fiscal 2027 from GBP10 million in fiscal 2026, but
we expect this will be offset by improved cash generation thanks to
cost savings. We also expect that in fiscal years 2026 and 2027,
the company will benefit from the option to accrue the PIYC
interest on the second-lien debt in any interest period where cash
levels are forecast to be below GBP50 million. TalkTalk's liquidity
position will benefit as the company achieves the planned cost
savings and reduces capex. We expect capex will decline toward
GBP75 million in fiscal 2026 from GBP126 million in fiscal 2024 due
to the completion of large one-off projects that we do not expect
to recur."

Outlook

The stable outlook reflects that we expect TalkTalk's financial
performance will stabilize in fiscal 2026 on cost savings, ethernet
growth, and improving ARPU, and despite continued customer
attrition. S&P expects FOCF after leases will be break-even from
fiscal 2027 and assume liquidity will remain sufficient to cover
cash interest payments, working capital, and capex needs.

Downside scenario

S&P could lower its rating on TalkTalk if we believed that a
default was increasingly likely in the next 12 months due to
operating underperformance leading to a liquidity shortfall, or if
there was an increasing chance of another debt restructuring.

Upside scenario

S&P said, "We are unlikely to raise our rating on TalkTalk in the
next year due its very high debt burden and substantial PIK
interest that we expect to accrue. Beyond then, we could raise the
rating if the company's capital structure became more sustainable,
supported by lower debt levels and substantially stronger operating
performance with sustainable revenue and earnings growth, and
positive cash flow after lease payments."

Environmental, Social, And Governance

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of TalkTalk. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, which is the case for most
rated entities owned by private-equity sponsors. Our assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns. The company is working on
strengthening its control functions and financial systems following
auditors' findings highlighted in its fiscal 2024 annual report,
and we do not expect any meaningful impact or financial
restatements following the auditor changing to RSM."


ZEPHYR MIDCO 2: S&P Affirms 'B-' Long-Term ICR, Outlook Positive
----------------------------------------------------------------
S&P Global Ratings affirmed its long-term issuer rating on Zephyr
Midco 2 Ltd. (ZPG) at 'B-'. S&P  also affirmed its 'B-' issue-level
rating on its senior secured debt.

The positive outlook indicates that S&P could raise its ratings on
ZPG in the next 6-12 months if the group performs in line with its
expectations and remains focused on deleveraging, leading to
stronger FOCF and interest coverage.

S&P said, "The rating affirmation reflects that we expect continued
revenue and earnings growth and deleveraging.  While we now
anticipate the company will reach a position suitable for a higher
rating later than previously expected, the overall outlook remains
positive. We expect the company to sustain positive FOCF, with FOCF
to debt reaching approximately 4% in 2024 and exceeding 5% in
2025-2026."

The U.K. real estate market is experiencing a slow pace of growth
in 2024 across both rental and sales segments, driven by high
interest rates and a supply-demand imbalance. This is partially
offset by the company's price increases, marketing investments, and
a stable client base, so S&P expects ZPG's real estate division
(Houseful) to contribute up to 3% revenue growth in 2024, mainly
thanks to approximately 10% of expected growth in the data and risk
segment.

At the same time, strong revenue growth in ZPG's comparison
division (RVU) of around 26%-28% will compensate for Houseful's
underperformance in 2024. RVU's growth stems from strong activity
in the annual and temporary insurance markets, robust customer
switching activity, and tight consumer budgets, which are driving
strong traffic to the division. Overall, S&P forecasts 16% total
revenue growth in 2024, lower than its last year's projection.

From 2025 onward, we expect total revenue growth to stabilize at
7%–8%, reflecting a cooling insurance market, moderate
contraction of growth in energy switching and gradual recovery in
real estate.

S&P said, "We expect EBITDA margin to expand toward 30% in 2025.
In 2024, we expect ZPG's EBITDA margin will remain stable at around
25%, similar to 2023, due to significant marketing investments and
exceptional costs related to past acquisitions and restructurings.
From 2025 onward, we project margin to improve, stabilizing at
28%–30%, supported by sustained organic growth, a drop in
exceptional costs, and a strong focus on cost management.

"ZPG will continue generating positive FOCF in 2024-2025, with
support from recent debt repricing transactions.  We forecast the
company to generate positive FOCF of up to GBP40 million in 2024
and GBP55 million in 2025, which could allow it to improve FOCF to
debt to over 5% by 2025. This stems from our expectation that the
group will operate on a much leaner cost base, mainly due to lower
exceptional costs and optimal returns on marketing spend."

Additionally, the company will benefit from recent repricing of its
debt, which will reduce interest costs by up to GBP11 million in
2025. The company completed two repricing transactions in 2024, one
in May and another in October. The lower cost of debt will improve
EBITDA interest coverage to 1.5x in 2024 and approximately 2.0x in
2025, in line with S&P's current base case.

S&P said, "The positive outlook indicates that we could raise our
rating on ZPG in the next 6-12 months if the group performs in line
with our base case, leading to deleveraging and stronger FOCF and
EBITDA interest cover.

"We could raise our ratings on ZPG after gaining greater clarity
regarding performance in fourth-quarter 2024 and guidance for 2025.
Specifically, we could raise our ratings if recovery in the
property division and consumer energy switching activity supports
ZPG's earnings and cash flow growth, leading to FOCF to debt
approaching 5% and EBITDA cash interest coverage comfortably above
1.5x on a sustained basis.

"We could revise our outlook to stable if ZPG revenue growth slows
and EBITDA margins weaken, or if it undertakes debt-funded
acquisitions or shareholder distributions, leading to sustained
high leverage, FOCF to debt remaining under 5%, and interest cover
dropped below 1.5x."




                           *********


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

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