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

                          E U R O P E

          Friday, December 27, 2024, Vol. 25, No. 260

                           Headlines



A U S T R I A

FWU LIFE INSURANCE: Fitch Alters 'BB' Rating Watch to Evolving


B E L G I U M

ONTEX GROUP: S&P Ups Sr. Unsec. Notes Rating to 'B+', Outlook Pos.


F R A N C E

BETCLIC EVEREST: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable


I R E L A N D

AVOCA CLO XVI: Fitch Assigns 'B-sf' Final Rating to Cl. F-RR Notes
BASTILLE EURO 2020-3: Fitch Assigns 'B-sf' Rating to Cl. E-R Notes
CARLYLE EURO 2024-2: Fitch Assigns B-sf Final Rating to Cl. E Notes
JUBILEE CLO 2018-XX: Fitch Assigns 'B-sf' Final Rating to F-R Notes
MARGAY CLO I: S&P Assigns B- (sf) Rating to Class F-R Notes

NORTH WESTERLY IX: S&P Assigns B- (sf) Rating to Class F Notes
PALMER SQUARE 2023-1: S&P Assigns B-(sf) Rating to Class F-R Notes
TIKEHAU CLO VIII: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F-R Notes
TIKEHAU CLO VIII: S&P Assigns B- (sf) Rating to Class F-R Notes


L U X E M B O U R G

KLEOPATRA HOLDINGS: S&P Lowers LT ICR to 'CCC+', Outlook Negative


N E T H E R L A N D S

BALKANS REAL: Fitch Affirms 'BB(EXP)' LongTerm IDR, Outlook Stable


U K R A I N E

DTEK RENEWABLES: S&P Raises Sr. Unsec. Green Bonds Rating to 'CCC+'


U N I T E D   K I N G D O M

ARCTIC FISH: RSM UK Named as Joint Administrators
GOLDSBOROUGH & CO: DFW Associates Named as Administrators
INEOS ENTERPRISES: S&P Affirms 'BB' ICR on Composites Disposal
MAX YOUR PAY: Begbies Traynor Named as Administrators
PELTA MEDICAL: Kroll Advisory Named as Joint Administrators

ROBERTS AUTOMOTIVE: Leonard Curtis Named as Joint Administrators
RONNAN CORPORATION: SPK Financial Named as Joint Administrators
TALKTALK TELECOM: Fitch Hikes LongTerm IDR to 'CCC'


X X X X X X X X

[*] BOOK REVIEW: Taking Charge

                           - - - - -


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

FWU LIFE INSURANCE: Fitch Alters 'BB' Rating Watch to Evolving
--------------------------------------------------------------
Fitch Ratings has revised the Rating Watch on FWU Life Insurance
Austria AG's (FWU Austria) Insurer Financial Strength (IFS) 'BB'
Rating to Evolving from Negative.

The rating action reflects Fitch's expectation that FWU Austria may
be sold to a new owner of a stronger credit quality in the near
term. It also reflects the insurer's ability to resume underwriting
new business and operational independence from its parent FWU AG,
which entered insolvency proceedings in July 2024. Additional
negative credit implications arising from the insolvency
proceedings at FWU AG and sister company FWU Life Insurance Lux
S.A. have not materialised, in Fitch's view.

The rating continues to reflect FWU Austria's weak company profile
and financial performance.

Key Rating Drivers

Potential Sale Credit-Positive: FWU Austria's credit quality would
benefit from a sale to a new, stronger owner as in the form of
better financial and operational support from the new parent.
However, should the company continue to operate as a standalone
entity, this may lead to downside risks arising from increased
expenses and reputational risk linked to the FWU brand. In Fitch's
view, FWU Austria's current ownership structure brings uncertainty,
which may be detrimental to the company's ability to succeed as a
standalone insurer in its domestic market.

New Business Sales Resumed: FWU Austria resumed writing new
business in November 2024 after having suspended it in agreement
with the Austrian insurance regulator FMA in July 2024. Fitch
expects FWU Austria to progressively recover new business sales in
the next few months, although this may be hampered by reputational
risk related to the FWU brand.

Weak Company Profile: Fitch's assessment of FWU Austria's company
profile is driven by its small and declining operating scale. The
equity base is also very small, leaving the company exposed to the
rise of unexpected costs or negative events. FWU Austria's company
profile has deteriorated, in its view, since it suspended selling
new business in July 2024. Also, lapse rates have increased since
the insolvency proceedings started at FWU AG, further reducing the
asset base, as a result of the reputational risk associated with
the FWU brand.

Deteriorated Earnings: Fitch assesses FWU Austria's financial
performance as weak. FWU Austria suffered in 2H24 from increased
expenses as a result of its separation from FWU AG. It was also
attributable to the decommissioning of services previously provided
by FWU AG and the setup of a new operational infrastructure. This
has negatively affected its profitability. Fitch expects net losses
for 2024 and 2025.

RATING SENSITIVITIES

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

- Weaker credit profile due to, for example, unexpected expenses
arising from the separation from FWU AG or increased lapse rate
leading to a decline in operating scale and lower profitability

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

- Sale of FWU Austria to a new owner with a stronger credit
profile

ESG Considerations

FWU Austria has an ESG Relevance Score of '4' for Governance
Structure, due to the insolvency proceedings at their ultimate
owner FWU AG, which has a negative impact on the credit profile,
and is relevant to the rating[s] in conjunction with other
factors.

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

   Entity/Debt              Rating                      Prior
   -----------              ------                      -----
FWU Life Insurance
Austria AG            LT IFS BB Rating Watch Revision   BB



=============
B E L G I U M
=============

ONTEX GROUP: S&P Ups Sr. Unsec. Notes Rating to 'B+', Outlook Pos.
------------------------------------------------------------------
S&P Global Ratings raised its ratings on hygiene product maker
Ontex Group N.V. (Ontex) and its EUR580 senior unsecured notes due
July 2026 to 'B+' from 'B'. The recovery rating on the notes is
unchanged at '3', indicating its expectation of about 65% recovery
(rounded estimate) in the event of a default.

The positive outlook indicates that S&P could raise the ratings if
ongoing margin expansion and improvements in annual FOCF, alongside
asset disposals, further strengthen the company's credit metrics by
year-end 2025, with adjusted debt to EBITDA lower than 4.0x and
FOCF to debt approaching 7.0%-7.5%.

The upgrade and positive outlook reflect Ontex's continuous
deleveraging and significant improvement in annual FOCF generation,
with S&P Global Ratings-adjusted leverage reducing to below 4x and
FOCF to debt surpassing 5% in 2025 . In the first nine months of
2024, Ontex continued its deleveraging trajectory with debt to
EBITDA decreasing to 2.4x (as per company's definition), from 3.3x
as of year-end 2023. S&P said, "Our definition of adjusted debt
differs from the company's and is higher due to the inclusion of
factoring utilization, estimated at EUR170 million-EUR180 million
for 2024. Ontex's recent reduction in the leverage ratio stems from
improved FOCF on the back of resilient profitability and better
working capital management, following stock-keeping unit
rationalization and negotiation of payment terms with suppliers.
This is partly offset by relatively high annual capex (at about 5%
of sales), primarily to support capacity expansion. In our revised
base case, we now expect annual FOCF (adjusted for the use of
factoring during the year) to stand at about EUR20 million-EUR30
million, an improvement compared with our previous forecast of
flat-to-moderately positive FOCF over the same period. The positive
cash generation supports credit metrics, with our adjusted leverage
ratio remaining at 4.0x-4.5x, broadly in line with that in 2023 but
significantly lower than the 9.4x the group posted in 2022. In
2025, we project Ontex will continue generating positive S&P Global
Ratings-adjusted FOCF of EUR45 million-EUR55 million as EBITDA
margins expand by 200 basis points (bps) year on year to
10.5%-11.0%, thanks to cost savings, an anticipated drop in
restructuring costs for core operations to EUR5 million-EUR10
million from EUR65 million-EUR75 million in 2024, and disciplined
working capital management. At the same time, we expect annual
capex to remain elevated at EUR110 million-EUR115 million in 2025
to continue supporting equipment improvements and capacity
expansion, mainly in North America and Europe, the Middle East, and
Africa (EMEA). These factors, coupled with about EUR80 million
inflow from the sale of the operations in Brazil (to be concluded
in the first half of 2025) will help S&P Global Ratings adjusted
leverage decline to 3.0x-3.5x in 2025.

"The exit of emerging markets will affect the top line in 2024 and
2025, offsetting positive growth in EMEA and North America. For
2024, we expect the group's revenue (including discontinued
operations) to decline by 7.5% versus 2023, to EUR2.16
billion-EUR2.17 billion. This is driven by the change in perimeter,
after Ontex exited Mexico in May 2023 (with cash proceeds of EUR265
million, of which EUR40 million is deferred) and disposed of
operations in Algeria and Pakistan in the first half of 2024 (with
total net cash proceeds of about EUR25 million). The disposals of
emerging market operations offset the anticipated 3% top-line
growth in core markets, namely EMEA (67% of total sales in 2023),
and North America (10%) for 2024. We see revenue in core markets
remaining supported primarily by volume expansion across the
different product categories, namely adult care, feminine care, and
baby care, with sales prices expected to reduce by 2%-3% on
average, as input prices have normalized. For 2025, we anticipate
total revenue to decline by 4.5%-5.0%, given the sale of the
Brazilian operations. In September 2024, Ontex signed an agreement
with Chilean tissue paper manufacturer Softys S.A. for the sale of
its operations in Brazil, for total net cash proceeds of about
EUR80 million. We understand the sale will be concluded in
first-half 2025. On a like-for-like basis, we estimate overall
revenue growth of 3%-4% range. We believe Ontex will benefit in
2025 from 25%-35% growth in North America, where the group has
signed an increasing number of contracts with major U.S. retailers
that are working on their private label offerings. Initially,
growth in North America was expected to be higher based on new
contracts won. However, the company experienced some delays in
ramping up customer orders in summer 2024, and a catch-up is
expected in 2025. We understand the company has not lost any
contracts, however, and has strengthened its customer relationships
in the market. As such, volumes should start increasing in 2025
supporting not only the top line, but also profitability, given
better absorption of fixed costs.

"Considering the company's progress on its restructuring
activities, we expect EBITDA margins to improve by 200 bps in 2025,
thanks to a reduction of restructuring expenses, materialization of
cost savings, and better absorption of fixed costs. In October
2024, Ontex concluded the social negotiations regarding the
restructuring of its operations in Belgium. The group has decided
to reduce the number of employees at its plants in Belgium by 489,
and we understand it is on track to close the Eeklo plant by
year-end 2024. In subsequent years, the company will focus on the
transformation of its operations in Buggenhout. In terms of
restructuring expenses, we anticipate a total amount of EUR65
million-EUR75 million with the majority of impact on the income
statement expected in fiscal year 2024. Cash outflows related to
the Belgian restructuring will be split across 2024 and 2025, with
some minor outflows expected for 2026. In line with our
methodology, we include restructuring costs in our calculation of
adjusted EBITDA, which reduced S&P global Ratings adjusted EBITDA
margins in 2024, which we expect to remain broadly aligned with
that in 2023 at 8.5%-9.0%. For 2025, we estimate an EBITDA margin
of 10.5%-11.0% mainly supported by costs savings related to
restructuring and other optimization initiatives, better absorption
of fixed costs thanks to volume growth in the U.S., and lower
one-time costs in core markets (of EUR5 million-EUR10 million).

"We understand Ontex will prioritize deleveraging over
discretionary spending in the short term. As part of its 2025
program, Ontex's strategy is to strengthen the balance sheet and
sustainably generate cash flow, with the company targeting a
leverage ratio lower than 2.5x for full-year 2024 (corresponding to
S&P Global Ratings adjusted 4.0x-4.5x). Overall, we see management
as committed to improving the company's competitiveness by focusing
on organic value creation. We project Ontex will use internally
generated cash flow to reduce leverage in the near term, rather
than for acquisitions or aggressive shareholder remuneration. In
2020, Ontex suspended dividends and we do not expect these will
resume over the next 12 months. In December 2024, the group
launched a share buyback program targeting the repurchase of 1.5
million shares (maximum) that runs until June 30, 2025.

"The positive outlook reflects our expectation that progressive
margin expansion, ongoing improvements in annual FOCF generation,
and further asset disposals in emerging markets could lead to
further strengthening of Ontex's credit metrics by year-end 2025.

"We could raise our rating if the group continues to expand its
EBITDA margins and positive FOCF generation, resulting in a track
record of S&P Global Ratings-adjusted leverage within the 4.0x-4.5x
range and FOCF to debt approaching 10%.

"We could revise our outlook to stable within the next 12 months if
we observe a deviation in performance relative to our current base
case, such that S&P Global Ratings-adjusted debt to EBITDA remained
at 4.5x or higher, and FOCF to debt remained well below 10%. This
could stem from additional restructuring charges coupled with
slower-than-anticipated ramp-up of the new business lines in the
U.S., which could slow down the EBITDA margin expansion."

Evidence of an aggressive financial policy that prioritizes large
discretionary spending over progressive deleveraging, translating
into a sustained weakening of Ontex's credit metrics, could result
in a negative rating action.




===========
F R A N C E
===========

BETCLIC EVEREST: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned BetClic Everest Group a final Long-Term
Issuer Default Rating (IDR) of 'BB-' with a Stable Outlook, and
final senior secured debt rating of 'BB+' with a Recovery Rating of
'RR2'. This follows the completion of the issuance of its EUR600
million term loan, with final terms broadly in line with its prior
expectations.

BetClic's rating reflects its small-scale operations with limited
geographic diversification compared with 'bb' category peers,
balanced by strong positions in core highly-regulated markets and
strong leverage metrics below those in the company's financial
policy.

The Stable Outlook incorporates its assumptions of BetClic's
continued organic growth in its core markets in 2024 and onwards,
with EBITDAR margins maintained above 21%, supporting free cash
flow (FCF) margin development towards positive mid-single digits
from 2025 and EBITDAR leverage remaining well below 3.0x. Leverage
is not a constraining factor for the 'BB-' IDR.

Key Rating Drivers

Betting Focus, Niche Positioning: BetClic's IDR is driven by its
business risk profile, which places it at the low end of the 'BB'
rating category. The company is a leader in sports betting in its
core markets of France and Portugal (and a leading iGaming operator
in the latter) and has a top three position in the Polish sports
betting market.

These markets are relatively small compared with the largest
regional markets such as the UK and Italy, resulting in overall
small scale that Fitch expects to constrain but not restrict
BetClic's credit profile development. Sports betting is typically
less affected by responsible gaming regulations, but is generally a
more commoditised product than iGaming, and is prone to higher
margin volatility from sports results.

Resilient Performance in Core Markets: BetClic reported strong
performance across its core markets in 1H24, with market share
gains of 2-5pp in sports betting and 1pp in iGaming in Portugal.
Profitability was 130bp below 1H23, due to various generousity
measures and sports results, but EBITDAR demonstrated solid 35%
growth year-on-year. Strong performance was supported by the Euro
2024 Group Stage in June, and Fitch expects that 2H24 results will
be further supported, albeit to a lesser extent, by the Euro 2024
knockout stage and Paris 2024 Olympics.

High Geographical Concentration Risks: BetClic's exposure to three
geographies, with a strong concentration in France, combined with a
modestly diversified product offering, with a focus on sports
betting, significantly impacts the rating. This will remain
relevant to its assessment of BetClic's credit profile in the
medium term. However, Fitch notes the company's narrow geographic
footprint has industrial logic by focusing on leading market
positions to achieve resilient economic returns. Similarly, Fitch
assesses the concentration on sports betting in the context of
BetClic's well-known brand and compelling proprietary scalable
technological platform.

VAT Payments Impact Profitability: Fitch includes in its forecast a
consistent drop in operating profitability from 2024 onwards of
around 3% of revenue from recurring VAT payments in France although
BetClic is challenging the current decision on VAT application in
court. Fitch treats settlement of VAT payments due from previous
years, which Fitch anticipates to be settled in 2024, as
extraordinary non-recurring cash flows. Despite this impact, Fitch
still forecasts BetClic will generate a positive FCF margin in the
mid-single digits from 2025.

Strong Metrics; Measured Policy: The rating is comfortably
positioned at its current level due to BetClic's strong EBITDAR net
leverage metrics, which Fitch projects will swiftly decrease from
2.1x in 2024 to below 1x in 2027 on the back of organic growth and
cash buildup. Leverage metrics are not a rating constraint and
Fitch takes into account BetClic's financial policy target of net
leverage below 3x. Fitch does not include sizeable acquisitions in
its forecast, and a large debt-funded acquisition could put
pressure on the ratings.

Highly Regulated Markets: BetClic's leading market positions
benefit from highly-regulated and complex sector environments, with
high taxation and restrictive licensing effectively serving as a
barrier to entry. Consequently, Fitch views further tightening of
regulations as unlikely, but cannot rule it out. The introduction
of tighter advertising restrictions will not undermine market
positions of established sector constituents with already
well-known brands such as BetClic's, but would inhibit new market
entrants' ability to attract new players.

Rating on Standalone Basis: Fitch rates Betclic on a standalone
basis. This is based on its assessment of the parent and subsidiary
linkage with its owner Banijay Group N.V. Based on these criteria,
Fitch estimates Betclic's Standalone Credit Profile to be equal to
that of its parent, and consequently rate BetClic decoupled from
its parent at 'BB-'.

Derivation Summary

BetClic's business profile is weaker than that of its closest
online sports betting and gaming peer, Entain plc (BB/Stable),
reflected in BetClic's smaller scale and more narrow geographic and
product diversification, with a heavy focus on sports betting,
resulting in a one notch lower IDR. BetClic's business profile is
stronger than evoke plc's (B+/Negative), with similar geographical
diversification and scale, but a stronger position in its core
markets and lower exposure to the stagnating retail gaming segment.
Further supported by its stronger credit metrics, this results in a
one notch higher IDR than evoke.

BetClic is rated higher than the Belgium-based omnichannel gaming
and sports betting operator Meuse Bidco SA (B+/Stable), reflecting
the latter's smaller scale and even more concentrated operations
combined with slightly higher but still low leverage for the
rating. Its business is supported by stable regulation in its main
Belgian market.

In contrast, the multi-notch rating difference with Flutter
Entertainment plc (BBB-/Stable) reflects Flutter's business model
being the strongest among online gaming operators with substantial
scale and global presence, combined with financial discipline and
strong credit metrics.

BetClic is rated at the same level as lottery operator Allwyn
International AG (BB-/Stable). Allwyn has highly profitable
operations with a high proportion of lottery revenue, which is less
volatile and less exposed to regulatory risks, with good
geographical diversification across Europe and some presence in the
US and LatAm. However, Allwyn's strong operating profile is offset
by its sustained negative FCF, complex group structure and higher
leverage.

Key Assumptions

- Revenue growth of 37% in 2024, and 9% CAGR for 2025-27, driven by
robust market growth and some share gains in top three markets;

- EBITDA margin just above 21% over the rating horizon, including
normalised VAT payment;

- One-off project driving capex at EUR27 million in 2024,
normalised capex at around 1.5% of sales for 2025-27;

- One-off cash outflow due to previous long-term incentive plans
and VAT catch-up payments of around EUR250 million in 2024, driving
negative FCF for this year;

- Normalisation of working capital with neutral outflow expected in
2025-27;

- Following the transaction and one-off dividend payment of around
EUR390 million in 2024 (including intercompany loan issuance),
normalised dividend payment of EUR106 million in 2025-27;

- Temporary draw on revolving credit facility (RCF) in 2024 to
support the settlement mechanism from payment providers

- EUR55 million of cash restricted, representing the customer
deposits, jackpot provision and pending bets.

RATING SENSITIVITIES

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

- Weakening profitability with EBITDAR margins declining towards
15% due to competitive challenges or regulatory headwinds

- More aggressive financial policy leading to higher dividend
upstream, or material debt-funded M&A leading to EBITDAR net
leverage increasing to above 3.0x

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

- Organic growth with increasing scale, EBITDAR margins remaining
above 20% and FCF improving to mid to high-single digit FCF
margins

- Commitment to a consistent financial policy supporting EBITDAR
net leverage of below 2.0x

Liquidity and Debt Structure

Fitch views BetClic's overall liquidity as adequate. The EUR60
million RCF will support liquidity needs, especially at end-2024
and early 2025 when Fitch expects large one-off cash outflows will
momentarily limit liquidity. From 2025, neutral working capital and
lack of maturities will result in limited liquidity needs, and
sources including the undrawn RCF together with low to mid-single
digit sustained positive FCF should support a stronger liquidity
profile in its forecast.

In its recovery analysis, Fitch follows the generic approach
applicable to 'BB' category issuers and treat the new TLB as
category 2 first-lien debt, which receives a two-notch uplift from
the IDR leading to 'BB+'/RR2 instrument rating.

Issuer Profile

BetClic is an online sports betting and gaming company,
headquartered in France. It operates in highly regulated gaming
markets of France and Portugal, where it has leading market
positions, and is a number three in Poland.

Date of Relevant Committee

22 November 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

BetClic has an ESG Relevance Score of '4' for Customer Welfare -
Fair Messaging, Privacy & Data Security due to increasing
regulatory scrutiny of the sector, greater awareness around social
implications of gaming addiction and an increasing focus on
responsible gaming, which is prevalent in markets where BetClic is
present, which has a negative impact on the credit profile, and is
relevant to the ratings in conjunction with other factors.

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

   Entity/Debt            Rating          Recovery   Prior
   -----------            ------          --------   -----
BetClic Everest
Group               LT IDR BB- New Rating            BB-(EXP)

   senior secured   LT     BB+ New Rating   RR2      BB+(EXP)



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

AVOCA CLO XVI: Fitch Assigns 'B-sf' Final Rating to Cl. F-RR Notes
------------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XVI DAC final ratings, as
detailed below.

   Entity/Debt              Rating               Prior
   -----------              ------               -----
Avoca CLO XVI DAC

   A-1R XS1858999003    LT PIFsf  Paid In Full   AAAsf
   A-2R XS1858999342    LT PIFsf  Paid In Full   AAAsf
   B-1R XS1858999698    LT PIFsf  Paid In Full   AAAsf
   B-2R XS1858999938    LT PIFsf  Paid In Full   AAAsf
   B-3R XS1858999854    LT PIFsf  Paid In Full   AAAsf
   C-1R XS1859000025    LT PIFsf  Paid In Full   AA+sf
   C-2R XS1859000611    LT PIFsf  Paid In Full   AA+sf
   Class A-1-RR         LT AAAsf  New Rating     AAA(EXP)sf
   Class A-2-RR         LT AAAsf  New Rating     AAA(EXP)sf
   Class B-1-RR         LT AAsf   New Rating     AA(EXP)sf
   Class B-2-RR         LT AAsf   New Rating     AA(EXP)sf
   Class C-RR           LT Asf    New Rating     A(EXP)sf
   Class D-RR           LT BBB-sf New Rating     BBB-(EXP)sf
   Class E-RR           LT BB-sf  New Rating     BB-(EXP)sf
   Class F-RR           LT B-sf   New Rating     B-(EXP)sf
   Class X-RR           LT AAAsf  New Rating     AAA(EXP)sf
   D-R XS1859000454     LT PIFsf  Paid In Full   A+sf
   E-R XS1859000884     LT PIFsf  Paid In Full   BB+sf
   F-R XS1859394485     LT PIFsf  Paid In Full   B+sf

Transaction Summary

Avoca CLO XVI DAC is a securitisation of mainly senior secured
obligations (at least 96%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to redeem the existing notes except the subordinated
notes and to fund the portfolio with a target par of EUR450
million.

The portfolio is actively managed by KKR Credit Advisors (Ireland)
Unlimited Company. The collateralised loan obligation (CLO) has a
4.6-year reinvestment period and an 8.5 year weighted average life
test (WAL) at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 24.7.

High Recovery Expectations (Positive): At least 96% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate of the identified portfolio is 61.6%.

Diversified Asset Portfolio (Positive): The transaction includes
various concentration limits in the portfolio, including a top 10
obligor concentration limit at 20% and 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.

Portfolio Management (Neutral): The transaction includes four Fitch
matrices. Two are effective at closing, corresponding to an
8.5-year WAL, and another two are effective 18 months after
closing, corresponding to a seven-year WAL. Both matrix sets
correspond to two fixed-rate asset limits at 5% and 12.5%. All
matrices are based on a top-10 obligor concentration limit at 20%.

Cash-flow Modelling (Positive): The WAL Fitch modelled is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged after the reinvestment period.
These include, among others, passing both the coverage tests and
the Fitch 'CCC' limit post reinvestment as well as a WAL covenant
that progressively steps down over time, both before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during
stress periods.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) by 25% of the mean RDR and a
decrease of the recovery rate (RRR) by 25% at all rating levels of
the current portfolio would have no impact on the class A-1R debt,
would lead to downgrades of one notch for the class B-RR to E-RR
notes, and to below 'B-sf' for the class F-RR notes. Downgrades may
occur if the build-up of the notes' credit enhancement following
amortisation does not compensate for a larger loss expectation than
initially assumed, due to unexpectedly high levels of defaults and
portfolio deterioration.

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

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

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

A reduction of the RDR by 25% of the mean RDR and an increase in
the RRR by 25% at all rating levels of the Fitch-stressed portfolio
would result in upgrades of up to three notches for all 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 available to cover losses in the
remaining portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Avoca CLO XVI DAC.

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

BASTILLE EURO 2020-3: Fitch Assigns 'B-sf' Rating to Cl. E-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Bastille Euro CLO 2020-3 DAC Reset final
ratings, as detailed below.

   Entity/Debt              Rating             Prior
   -----------              ------             -----
Bastille Euro
CLO 2020-3 DAC

   Class A-1-R Notes    LT AAAsf  New Rating   AAA(EXP)sf
   Class A-2A-R Notes   LT AAsf   New Rating   AA(EXP)sf
   Class A-2B-R Notes   LT AAsf   New Rating   AA(EXP)sf
   Class B-R Notes      LT Asf    New Rating   A(EXP)sf
   Class C-R Notes      LT BBB-sf New Rating   BBB-(EXP)sf
   Class D-R Notes      LT BB-sf  New Rating   BB-(EXP)sf
   Class E-R Notes      LT B-sf   New Rating   B-(EXP)sf
   Class X-R Notes      LT AAAsf  New Rating   AAA(EXP)sf
   Sub Notes            LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Bastille Euro CLO 2020-3 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 purchase a portfolio with a target par
of EUR300million and to redeem the outstanding notes excluding the
subordinated notes. The portfolio is actively managed by Carlyle
CLO Partners Manager LLC, which is part of the Carlyle Group. The
CLO has a 5.1-year reinvestment period and a nine-year weighted
average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch considers the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor of the identified portfolio is
25.9.

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 of the identified portfolio is 61.8%.

Diversified Asset Portfolio (Positive): The transaction includes
four Fitch test matrices. Two are effective at closing,
corresponding to a nine-year WAL; two are effective one year after
closing, corresponding to an eight-year WAL. The manager can switch
to the forward matrices if the portfolio balance (with defaults at
the Fitch collateral value) is not lower than target par. Each
matrix set corresponds to two different fixed-rate asset limits at
3% and 10%. All matrices are based on a top-10 obligor
concentration limit at 20%.

The transaction includes various concentration limits in the
portfolio, including a maximum exposure to the three-largest
Fitch-defined industries of 40%. These covenants ensure the asset
portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has an
approximately 5.1-year reinvestment period and includes
reinvestment criteria similar to those of other European
transactions. Fitch's analysis is based on a stressed case
portfolio with the aim of testing the robustness of the transaction
structure against its covenants and portfolio guidelines

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

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class X-R and
class A-1-R, would lead to a downgrade of one notch for the class
C-R and of two notches on class A-2-R, B-R and D-R notes and to
below B-sf for class E-R.

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. Owing to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class A-2-R and B-R notes display
a rating cushion of one notch, and the class C-R, D-R and E-R notes
a cushion of two 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
across all ratings and a 25% decrease in the RRR across all the
ratings of the Fitch-stressed portfolio, would lead to downgrades
of up to three notches for the class A-1-R notes, four notches for
the class A-2-R to C-R notes and to below 'B-sf' for the class D-R
and E-R notes.

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

A 25% reduction in the mean RDR across all ratings and a 25%
increase in the RRR across all the ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
notes, except for the 'AAAsf' rated notes, which are at the highest
level on Fitch's scale and cannot be upgraded.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction. After the end of the reinvestment period, upgrades
may result from stable portfolio credit quality and deleveraging,
leading to higher credit enhancement and excess spread 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
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

ESG Considerations

Fitch does not provide ESG relevance scores for Bastille Euro CLO
2020-3 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.

CARLYLE EURO 2024-2: Fitch Assigns B-sf Final Rating to Cl. E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Carlyle Euro CLO 2024-2 DAC final
ratings, as detailed below.

   Entity/Debt               Rating             Prior
   -----------               ------             -----
Carlyle Euro
CLO 2024-2 DAC

   A-1A XS2931908524     LT AAAsf  New Rating   AAA(EXP)sf

   A-1B XS2931908870     LT AAAsf  New Rating   AAA(EXP)sf

   A-2A XS2931909092     LT AAsf   New Rating   AA(EXP)sf

   A-2B XS2931909258     LT AAsf   New Rating   AA(EXP)sf

   B XS2931909415        LT Asf    New Rating   A(EXP)sf

   C-1 XS2931909761      LT BBB-sf New Rating   BBB-(EXP)sf

   C-2 XS2937133598      LT BBB-sf New Rating   BBB-(EXP)sf

   D XS2931909928        LT BB-sf  New Rating   BB-(EXP)sf

   E XS2931910181        LT B-sf   New Rating   B-(EXP)sf

   Subordinated Notes
   XS2931910348          LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

Carlyle Euro CLO 2024-2 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 EUR400 million. The portfolio is actively managed by Carlyle CLO
Partners Manager L.L.C and the CLO has a reinvestment period of 4.6
years and a 7.5-year weighted average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.5.

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 61.6%.

Diversified Portfolio (Positive): The transaction includes two
matrices covenanted by a top 10 obligor concentration limit at 20%
and fixed-rate asset limit of 5% and 10%; both are effective at
closing. 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.

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

Portfolio Management (Neutral): The transaction has a reinvestment
period of about 4.6 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 (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, the Fitch WARF test and the
Fitch 'CCC' bucket limit 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 downgrades of no more than one notch each
for the class A-2A, A-2B, B, C-1, C-2 and D notes, to below 'B-sf'
for the class E notes and have no impact on the class A-1A and A-1B
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 A-2A, A-2B, C-1, C-2, D and
E notes each display a rating cushion of two notches, the class B
notes have a cushion of one notch while the class A-1A and A-1B
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.

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 three 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 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 Carlyle Euro CLO
2024-2 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: Fitch Assigns 'B-sf' Final Rating to F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Jubilee CLO 2018-XX DAC reset notes
final ratings, as detailed below.

   Entity/Debt                Rating               Prior
   -----------                ------               -----
Jubilee CLO 2018-XX DAC

   A XS1826049097         LT PIFsf  Paid In Full   AAAsf
   A-1-R XS2951580005     LT AAAsf  New Rating     AAA(EXP)sf
   A-2-R XS2951580260     LT AAAsf  New Rating     AAA(EXP)sf
   B-1 XS1826050426       LT PIFsf  Paid In Full   AA+sf
   B-1-R XS2951580427     LT AAsf   New Rating     AA(EXP)sf
   B-2 XS1826049683       LT PIFsf  Paid In Full   AA+sf
   B-2-R XS2951580773     LT AAsf   New Rating     AA(EXP)sf
   B-3 XS1834758432       LT PIFsf  Paid In Full   AA+sf
   C-1 XS1826051077       LT PIFsf  Paid In Full   A+sf
   C-2 XS1834756816       LT PIFsf  Paid In Full   A+sf
   C-R XS2951580930       LT Asf    New Rating     A(EXP)sf
   D XS1826051663         LT PIFsf  Paid In Full   BBB+sf
   D-R XS2951581151       LT BBB-sf New Rating     BBB-(EXP)sf
   E XS1826052471         LT PIFsf  Paid In Full   BB+sf
   E-R XS2951581235       LT BB-sf  New Rating     BB-(EXP)sf
   F XS1826052638         LT PIFsf  Paid In Full   B+sf
   F-R XS2951581581       LT B-sf   New Rating     B-(EXP)sf
   Z XS2951581748         LT NRsf   New Rating     NR(EXP)sf

Transaction Summary

Jubilee CLO 2018-XX DAC is a securitisation of mainly senior
secured obligations (at least 96%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to fund a portfolio with a target par of
EUR400 million and to redeem the existing notes (except the
subordinated notes). The portfolio is actively managed by Alcentra
Ltd. The CLO has a five-year reinvestment period and a 7.5 year
weighted average life (WAL) test limit.

KEY RATING DRIVERS

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

High Recovery Expectations (Positive): At least 96% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.2%.

Diversified Portfolio (Positive): The transaction includes a top 10
obligor concentration limit at 20% and fixed-rate asset limits of
6% and 12.5% with a 7.5 years WAL test. 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.

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
passing the collateral-quality tests and the reinvestment target
par, with defaulted assets at their collateral value.

Portfolio Management (Neutral): The transaction has a five-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.

Additional Matrices: The transaction also includes an additional
set of matrices, which pass Fitch's analysis under an extended WAL
at 8.5 years. These Fitch collateral quality test matrices would be
the same if the deal had started with the extended WAL at closing
and are more conservative than the matrices without the extended
WAL. If the manager elects to work within these more conservative
matrices the WAL extension is not subject to any conditions but
remains at the discretion of the manager.

The manager may switch to the more conservative matrices during the
first year, subject to passing the Fitch collateral quality tests
and the collateral principal amount being equal to, or higher than,
the reinvestment target par, with defaulted assets at their
collateral value.

Cash Flow Modelling (Neutral): The WAL used for the transaction's
Fitch-stressed portfolio is 6.5 years, 12 months less than the WAL
covenant at closing to account for structural and reinvestment
conditions after the reinvestment period. These conditions include
passing the over-collateralisation and Fitch 'CCC' limit tests, and
a WAL covenant that gradually 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 notch lead to downgrades of one notch each on the
class E-R and D-R notes, but would have no impact on the rest.

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 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 have a rating cushion of up to four notches.
The class A-1-R notes and class A-2-R notes do not display any
rating cushion as they 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 downgrades of up to three
notches for the class A-1-R to E-R notes, and to below 'Bsf' for
the class F-R notes.

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

A 25% reduction of the RDR and a 25% increase in the RRR across all
ratings of the Fitch-stressed portfolio would lead to upgrades 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, except for the
'AAAsf' notes, 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 Jubilee CLO 2018-XX
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.

MARGAY CLO I: S&P Assigns B- (sf) Rating to Class F-R Notes
-----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Margay CLO I
DAC's class A-R to F-R European cash flow CLO notes, class A-1-R
and A-2-R loan. The issuer's unrated subordinated notes have
increased to 42.6 million euros from 32.4 million euros of the
original transaction.

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

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

The portfolio's reinvestment period ends approximately 4.56 years
after closing, and its non-call period ends 1.5 years after
closing.

The ratings reflect S&P's assessment of:

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

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

-- The collateral manager's experienced team, which can affect the
performance of the rated notes and loans 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    2,580.68
  Default rate dispersion                                 637.54
  Weighted-average life (years)                             4.31
  Weighted-average life (years) extended
  to cover the length of the reinvestment period            4.56
  Obligor diversity measure                               122.77
  Industry diversity measure                               18.26
  Regional diversity measure                                1.18

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           1.00
  Target actual 'AAA' weighted-average recovery (%)        36.72
  Target actual weighted-average spread (net of floors; %)  3.83
  Target actual weighted-average coupon (%)                 3.85

Rationale

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 EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), the
covenanted weighted-average coupon (3.60%), and the actual
weighted-average recovery rates at all rating levels, as indicated
by the collateral manager. We applied various cash flow stress
scenarios, using four different default patterns, in conjunction
with different interest rate stress scenarios for each liability
rating category.

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

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

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

"The issuer is a special-purpose entity that meets our criteria for
bankruptcy remoteness.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
A-R to F-R notes and class A-1-R Loan and A-2-R Loan.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to F-R notes benefits from
break-even default rate and scenario default rate cushions that we
would typically consider commensurate 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 assigned to these notes.

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-R to E-R notes and class
A-1-R Loan and A-2-R Loan based on four hypothetical scenarios."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including but not limited to, the following:
in breach of the United Nations Global Compact principles on human
rights, labor, environment protection, and anti-corruption;
tobacco, palm oil; speculative transactions of agricultural or
marine commodities. 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."

Margay CLO I securitizes a portfolio of primarily senior-secured
leveraged loans and bonds, and it is managed by M&G Investment
Management Ltd.

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

  A-R        AAA (sf)    88.00      3mE +1.30%  38.00

  A-1-R loan AAA (sf)    90.00      3mE +1.30%  38.00

  A-2-R loan AAA (sf)    70.00      3mE +1.30%  38.00

  B-R        AA (sf)     41.00      3mE +2.05%  27.75

  C-R        A (sf)      23.00      3mE +2.60%  22.00

  D-R        BBB (sf)    28.00      3mE +3.55%  15.00

  E-R        BB- (sf)    22.00      3mE +6.00%   9.50

  F-R        B- (sf)     10.00      3mE +8.93%   7.00

  Subordinated NR     42.60 N/A     N/A

*The ratings assigned to the A-R and B-R notes and class A-1-R loan
and A-2-R loan address timely interest and ultimate principal
payments. The ratings assigned to the class C-R to 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.


NORTH WESTERLY IX: S&P Assigns B- (sf) Rating to Class F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to North Westerly IX
ESG CLO DAC's class A-loan and class A to F European cash flow CLO
notes. At closing, the issuer also issued unrated class M-1, M-2,
and subordinated notes.

Under the transaction documents, the rated notes and loan 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 ends approximately 5.1 years
after closing, and its non-call period ends two years after
closing.

The issuer subscribed for the class F notes at closing. Following
the issue date, the subordinated noteholders may direct the sale of
the class F notes, at which point the sale proceeds will be paid to
the subordinated noteholders. For so long as the issuer is still
holding of the class F notes, they shall be deemed not to be
outstanding for all purposes.

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 co-managers, which comply with our operational
risk criteria.

-- 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    2,725.18
  Default rate dispersion                                 505.77
  Weighted-average life (years)                             4.71
  Weighted-average life (years) extended
  to cover the length of the reinvestment period            5.06
  Obligor diversity measure                               127.08
  Industry diversity measure                               21.26
  Regional diversity measure                                1.23

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B
  'CCC' category rated assets (%)                           0.00
  Target 'AAA' weighted-average recovery (%)               37.00
  Target weighted-average spread (net of floors; %)         4.01
  Target weighted-average coupon (%)                        3.05

Rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified as of the closing date,
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 (4.00%), the
covenanted weighted-average coupon (3.00%), the covenanted
weighted-average recovery rates of 37.00% at the 'AAA' rating
level, and the target weighted-average recovery rates at all other
rating levels, as indicated by the collateral co-managers. 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.

"We have modeled both capital structures envisaged in the
transaction's documents (one with the class F notes held by the
issuer, and one assuming the class F notes are sold at closing),
together with their corresponding waterfalls and coverage tests. We
have assigned our ratings based on the most conservative results.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to F notes benefits from
break-even default rate and scenario default rate cushions that we
would typically consider commensurate 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 assigned to the notes. The
class A-loan and class A notes can withstand stresses commensurate
with the assigned ratings.

"Until the end of the reinvestment period on Jan. 15, 2030, the
collateral co-managers 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 co-managers may through trading deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

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

"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.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class A
loan and class A to F 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-loan and
class A to E notes based on four hypothetical scenarios.

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and it will be co-managed by North
Westerly Holding B.V. and Aegon Asset Management UK PLC.

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including but not limited to, the following:
company or corporation in breach of UN Global Compact principles;
coal-based power generation, mining and trade of uranium and other
radioactive elements, production and transportation of fossil
fuels, gambling, endangered wildlife, controversial weapons,
opioids, tobacco, palm oil, pornography, prostitution, payday
lending; Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

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

  A       AAA (sf)    163.00      3mE +1.30%        38.00

  A-loan  AAA (sf)     85.00      3mE +1.30%        38.00

  B-1     AA (sf)      29.00      3mE +2.00%        27.00

  B-2     AA (sf)      15.00      5.05%             27.00

  C       A (sf)       24.00      3mE +2.50%        21.00

  D       BBB- (sf)    28.00      3mE +3.40%        14.00

  E       BB- (sf)     17.00      3mE +6.00%         9.75

  F       B- (sf)      13.00      3mE +8.64%         6.50

  M-1     NR           15.00      N/A                 N/A

  M-2     NR           35.00      N/A                 N/A

  Subordinated   NR    42.77      N/A                 N/A

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

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


PALMER SQUARE 2023-1: S&P Assigns B-(sf) Rating to Class F-R Notes
------------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Palmer Square
European CLO 2023-1 DAC's class A-R, B-1-R, B-2-R, C-R, D-R, E-R,
and F-R notes. The issuer also has unrated subordinated notes
outstanding from the original transaction.

This transaction is a reset of the already existing transaction.
The existing classes of 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 were withdrawn.

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

The transaction has a two-year non-call period and the portfolio's
reinvestment period will end approximately five years after
closing.

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

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

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

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

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

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

  Portfolio benchmarks

  S&P Global Ratings weighted-average rating factor      2,669.64
  Default rate dispersion                                  621.60
  Weighted-average life (years)                              4.16
  Weighted-average life (years) extended
  to cover the length of the reinvestment period             5.06
  Obligor diversity measure                                166.71
  Industry diversity measure                                23.35
  Regional diversity measure                                 1.33

  Transaction key metrics

  Total par amount (mil. EUR)                              403.55
  Defaulted assets (mil. EUR)                                2.48
  Number of performing obligors                               207
  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            0.92
  'AAA' weighted-average recovery (%)                       37.03
  Actual weighted-average spread (%)                         3.88
  Actual weighted-average coupon (%)                         3.43

Rating rationale

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

"In our cash flow analysis, we used the EUR400 million par amount,
the covenanted weighted-average spread of 3.88%, the covenanted
weighted-average coupon of 3.43%, and the target weighted-average
recovery rates calculated in line with our CLO criteria for all the
other 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.

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

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

"The transaction's legal structure 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 F-R notes could withstand
stresses commensurate with higher rating levels than those
assigned. However, as the CLO is still in its reinvestment phase,
during which the transaction's credit risk profile could
deteriorate, we capped our assigned ratings.

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

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. Considering 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."

Palmer Square European CLO 2023-1 is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued by speculative-grade
borrowers. Palmer Square Europe Capital Management manages the
transaction.

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


  A-R     AAA (sf)   248.00    38.00    Three-month EURIBOR
                                        plus 1.31%

  B-1-R   AA (sf)     29.00    27.50    Three-month EURIBOR
                                        plus 2.05%

  B-2-R   AA (sf)     13.00    27.50    4.90%

  C-R     A (sf)      24.00    21.50    Three-month EURIBOR
                                        plus 2.50%

  D-R     BBB- (sf)   28.00    14.50    Three-month EURIBOR
                                        plus 3.35%

  E-R     BB- (sf)    19.00     9.75    Three-month EURIBOR
                                        plus 5.70%

  F-R     B- (sf)      9.00     7.50    Three-month EURIBOR
                                        plus 8.27%

  Sub notes    NR     45.75      N/A    N/A

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

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


TIKEHAU CLO VIII: Fitch Assigns 'B-(EXP)sf' Rating to Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Tikehau CLO VIII DAC Reset expected
ratings.

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

   Entity/Debt        Rating           
   -----------        ------           
Tikehau CLO
VIII DAC

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

Transaction Summary

Tikehau CLO VIII 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
will be used to redeem the original rated notes and purchase a
portfolio with a target par of EUR400 million. The portfolio is
actively managed by Tikehau Capital Europe Limited.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor of the identified portfolio is 24.7.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 61.6%.

Diversified Asset Portfolio (Positive): The transaction will
include 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 will include two
matrices effective from closing with fixed-rate limits of 5% and
10%. The matrices correspond to an eight-year weighted average life
(WAL) test and the largest 10 obligor limit at 20%.

The transaction has reinvestment criteria governing the
reinvestment similar to those of other European transactions.
Fitch's analysis is based on a stressed-case portfolio with the aim
of testing the robustness of the transaction structure against its
covenants and portfolio guidelines.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by nine months on or after the WAL step-up date, which is one year
after closing. The WAL step-up is subject to conditions including
the collateral quality tests and coverage tests being satisfied and
the aggregate collateral balance (including defaulted assets at
collateral value) being at least equal to the reinvestment target
par balance.

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio analysis is 12 months less than the WAL
covenant, subject to a floor of six years, to account for the
strict reinvestment conditions envisaged by the transaction after
its reinvestment period. These include passing the coverage tests
and the Fitch 'CCC' bucket limit test post reinvestment, as well as
a WAL covenant that progressively steps down over time, both before
and after the end of the reinvestment period.

Fitch believes these conditions would reduce the effective risk
horizon of the portfolio during 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-R and B-R notes,
would lead to downgrades of one notch each for the class C-R to E-R
notes and to below `B-sf´ for the class F-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 to E-R notes have a
two-notch cushion and the class F-R notes have a three-notch
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 two notches
each for the class A-R notes, of three notches each for the class
B-R and D-R notes, of four notches for the class C-R notes and to
below `B-sf´ for the class E-R and F-R 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 based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
transaction's remaining life. After the end of the reinvestment
period, upgrades may result from stable portfolio credit quality
and deleveraging, leading to higher credit enhancement and excess
spread to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for this transaction.

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.

TIKEHAU CLO VIII: S&P Assigns B- (sf) Rating to Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Tikehau CLO VIII DAC's class A-R to F-R European cash flow CLO
notes. The issuer has unrated subordinated notes outstanding from
the existing transaction.

The transaction is a reset of the already existing transaction
which closed in December 2022. The issuance proceeds of the
replacement notes will be used to redeem the refinanced notes (the
original transaction's class A, B-1, B-2, C, D, E, and F notes).
The ratings on the original notes will be withdrawn.

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 transaction has a two-year non-call period and the portfolio's
reinvestment period will end approximately five years after
closing.

The preliminary 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 we expect to be
bankruptcy remote.

-- The transaction's counterparty risks, which we expect to be in
line with our counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor      2,778.52
  S&P Global Ratings' weighted-average rating factor
  with defaulted assets                                   2,834.38
  Default rate dispersion                                   555.24
  Weighted-average life (years)                               4.34
  Weighted-average life (years) extended
  to match reinvestment period                                5.00
  Obligor diversity measure                                 153.97
  Industry diversity measure                                 22.84
  Regional diversity measure                                  1.20

  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                              B
  'CCC' category rated assets (%)                            2.80
  Target 'AAA' weighted-average recovery (%)                36.42
  Actual target weighted-average spread (net of floors; %)   4.07
  Actual target weighted-average coupon (%)                  6.27

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

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (4.00%), the
covenanted weighted-average coupon (4.30%), the covenanted
weighted-average recovery rates at 'AAA' and the actual
weighted-average recovery rate at all other rating levels. We
applied various cash flow stress scenarios, using four different
default patterns, in conjunction with different interest rate
stress scenarios for each liability rating category."

Until the end of the reinvestment period on Jan. 10, 2030, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and 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, if the initial ratings are
maintained.

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

"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

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

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe the assigned preliminary
ratings are commensurate with the available credit enhancement for
the class A-R, B-1-R, B-2-R, C-R, D-R, E-R, and F-R notes.

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

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-R to E-R notes based on
four hypothetical scenarios.

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds and will be managed by Tikehau Capital
Europe Ltd.

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. The
transaction documents prohibit assets from being related to certain
activities, including but not limited to, the following: weapons of
mass destruction, illegal drugs or narcotics, pornography or
prostitution, tobacco, and civilian firearms. Accordingly, since
the exclusion of assets from these industries does not result in
material differences between the transaction and our ESG benchmark
for the sector, we have not made any specific adjustments in our
rating analysis to account for any ESG-related risks or
opportunities."

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

  A-R     AAA (sf)     240.00       3mE + 1.32%      40.00

  B-1-R   AA (sf)       43.00       3mE + 2.00%      28.00

  B-2-R   AA (sf)        5.00             4.70%      28.00

  C-R     A (sf)        28.00       3mE + 2.50%      21.00

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

  E-R     BB- (sf)      18.00       3mE + 6.00%       9.50

  F-R     B- (sf)       12.00       3mE + 8.44%       6.50

  Subordinated  NR 39.90       N/A                N/A

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




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

KLEOPATRA HOLDINGS: S&P Lowers LT ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Kleopatra Holdings 2 S.C.A. and its subsidiaries to 'CCC+' from
'B-' and lowered its issue rating on the group's senior secured
facilities to 'CCC+' and senior unsecured to 'CCC-'.

The negative outlook reflects the refinancing risk KH2 faces
regarding its 2026 debt maturities, due to the group's track record
of negative FOCF and high leverage.

S&P said, "We forecast plastic packaging producer Klockner
Pentaplast's holding company, Kleopatra Holdings 2 S.C.A. (KH2)'s
S&P Global Ratings-adjusted debt to EBITDA at about 11.0x by
year-end 2024 (15.0x in 2023). The group will also generate
negative adjusted free operating cash flow (FOCF) of about EUR80
million (positive EUR30 million in 2023).

"We view the group's track record of negative FOCF generation as
insufficient compared to its total S&P Global Ratings-adjusted debt
quantum (EUR2.4 billion). We thereby view KH2's capital structure
as unsustainable and think that the group could struggle to
refinance the EUR2 billion debt due in 2026.

"We expect S&P Global Ratings-adjusted EBITDA of about EUR220
million and negative FOCF for 2024.  We anticipate S&P Global
Ratings-adjusted EBITDA to improve to approximately EUR220 million
(compared with EUR159 million in 2023) driven by a EUR55 million
reduction in extraordinary costs and efficiencies. We expect FOCF
to be negative EUR80 million (positive EUR30 million in 2023) due
to high working capital needs (mainly on the back of higher
inventories to support planned projects) and higher growth capital
expenditure (capex)."

The downgrade reflects KH2's looming debt maturities and the risk
of the group pursuing a distressed transaction.  Most of the
group's adjusted debt (EUR2 billion out of EUR2.4 billion) matures
in 2026. This includes the EUR120 million revolving credit facility
(RCF) (January 2026), the $725 million and the EUR600 million
senior secured term loans (February 2026), the EUR400 million
senior secured notes (March 2026), and the EUR300 million senior
unsecured notes (September 2026).

The group's debt burden is very elevated compared to its FOCF
generation. Therefore, S&P thinks that KH2's capital structure is
unsustainable and that there is a high probability that the group
considers a distressed transaction, as a refinancing option.

KH2's liquidity will weaken as most of its debt instruments falls
due in 2025.  S&P now assesses KH2's liquidity as weak given the
looming debt maturities. Liquidity will continue to deteriorate
over 2025 as the rest of the senior secured loans and notes become
current.

The negative outlook reflects the refinancing risk KH2 faces
regarding its 2026 debt maturities, due to the group's track record
of negative FOCF and high leverage.

S&P could lower its rating on KH2 by one or more notches if:

-- KH2 fails to refinance its debt facilities in the next months;
or

-- S&P thinks that KH2 is likely to consider a distressed exchange
offer for the debt maturing in 2026.

S&P could revise our outlook to stable if:

-- The group successfully refinances its debt; and

-- S&P expects a recovery in EBITDA margins to historical levels,
resulting in a material improvement in FOCF.




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

BALKANS REAL: Fitch Affirms 'BB(EXP)' LongTerm IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Balkans Real Estate B.V.'s (BRE)
expected Long-Term Issuer Default Rating (IDR) at 'BB(EXP)' with a
Stable Outlook. Fitch has also affirmed BRE's planned bond's
'BB(EXP)' senior unsecured rating, which has a Recovery Rating of
'RR4'.

BRE's ratings reflect the all-Belgrade, Serbia, portfolio's
concentration on 12 office and retail assets. Despite material
lease expiries and break options in 2024, occupancy remained high
and rents were stable. The quality of BRE's assets, and active
management, should limit the potential for rent reductions on
re-lettings in 2025.

The assignment of a final IDR is contingent on BreAtt B.V. (a joint
venture (JV) between BRE and Atterbury Europe) guaranteeing a
substantial portion of BRE's planned unsecured bond. This would
formalise cash flows from BreAtt B.V.to BRE and reduce the risk of
currently segregated secured funding affecting cash circulation
within the group.

Key Rating Drivers

Re-letting Risk in 2025: In 2025, around 45% of BRE's existing
rental income is set to expire with 61% from lease expiries and 39%
from tenants potentially exercising a break option. To exercise a
break option, tenants must provide 12-month notice. The increased
lease expiries coincide with the BEO shopping centre's (SC) fifth
anniversary in 2025 as five-year leases signed at inception
expire.

Given the strong market position of BRE's assets, Fitch does not
expect re-lettings to materially affect its rental income. Fitch
expects few tenants to exercise the break option in the
short-to-medium term; no notices were received as of November 2024.
However, Fitch views BRE's high share of short leases as reducing
the predictability of rental income, particularly if changing
market conditions lead to declining rents.

Stable Core Retail Portfolio: BRE's retail assets have a low
vacancy rate, which was 4% at end-1H24. It was higher for the Usce
SC at 6.2%, due to redevelopment works. The portfolio's footfall
fell almost 5% in the 12 months to September 2024. Despite the
lower footfall, occupancy costs ratios (OCR) remained stable at
around 13% for the bigger SCs (Usce, BEO and Delta City) or
improved for Mercator (8%). The lower footfall and the stable OCR,
combined with reported average rent increases, mean proportional
growth in consumer spending per visit.

Fitch forecasts private consumption growth in Serbia to remain
solid, due to the labour market's expected continued strength. This
should allow BRE's retail tenants to grow their sales during
2024-2027.

Rent Growth: BRE's portfolio recorded an annual 4.2% like-for-like
(lfl; excluding Tri Lista Duvana office acquired in July 2023)
growth in base rent at end-September 2024. This reflected the 5.4%
contractual indexation applied in January to most of the lease
contracts, based on the average 2023 eurozone CPI. The only asset
where rents decreased was Usce SC, which is undergoing
redevelopment. As in the previous year, the indexation was lower
than inflation in Serbia (2023 average: 12.5%). This, along with a
stable euro/dinar exchange rate, leads to lower real rents in
dinars.

Small, Quality Office Portfolio: BRE owns four quality office
assets (average gross lettable area (GLA) of 21,000 sqm) with good
location in the New Belgrade district and one other smaller asset
(8,000 sqm of GLA) in the city centre, next to Serbia's parliament
building. The office portfolio, fully owned by BRE, had 1.4%
vacancy at end-1H24. The largest tenant is a Microsoft Corporation
subsidiary, generating around 30% of the total office portfolio's
rent with a remaining lease period of 7.5 years. Many other tenants
are also local subsidiaries of international companies, with
overall low to medium credit risk.

Moderate Leverage: Fitch forecasts BRE's net debt/EBITDA to
decrease to 5.7x in 2024 from 6.0x in 2023, as rent indexation is
partially offset by higher capex and dividends. Fitch expects
leverage to fluctuate around this level during 2025-2027 as BRE
completes its SCs redevelopment and plans acquisitions in
2026-2027. These outlays will be partly balanced by continued,
albeit moderate, rent growth from indexation, low dividends and
proceeds from the planned disposal of three smaller retail assets.

Comfortable Interest Coverage: BRE's EBITDA interest coverage was
3.0x in 2023, aided by interest-rate hedging of over 70% of its
total debt. The resultant average cost of debt was around 5%. The
refinancing of the existing secured debt with proceeds from its
planned unsecured bond will likely increase the average cost of
debt to over 6%. Despite this, Fitch expects EBITDA interest
coverage to remain at or above 2.5x.

Retail Assets Redevelopment: BRE's total capex pipeline of EUR30
million in 2025 is focused on the redevelopment and extensions of
its existing SCs aimed at improving their attractiveness in the
competitive Belgrade's SC market. The biggest project is the
redevelopment of Usce SC, which started in March 2024. The project
includes interior refurbishment as well as the extension and
re-modelling of the dining area. The projects' completion is
expected in 2025 with around EUR13 million still to spend, which
should increase rental income by around EUR1 million a year.

Governance Structure Limitations: BRE is owned by CVC, a holding
company that also owns shares in a fast-moving capital goods
distribution company in Serbia. CVC is ultimately owned by Petar
Matic. The private ownership means financial disclosure and
corporate governance are not comparable with listed companies'.
Further, the concentrated ownership and absence of independent
directors on BRE's board lead to a lack of independent oversight on
the arm's length nature of related-party transactions.

Derivation Summary

BRE's small EUR0.7 billion (at 100% of total value) Serbian
(sovereign rating: BB+/Positive) property portfolio is concentrated
on a limited number of retail and office assets and has the highest
country risk exposure among central and eastern European (CEE)
Fitch-rated peers.

BRE's limited asset and geographical concentration is similar to
the retail-focused EUR1 billion portfolio of AKROPOLIS GROUP, UAB
(BB+/Stable). Nevertheless, AKROPOLIS's country risk exposure is
materially lower as its assets are in Lithuania (A/Stable) and
Latvia (A-/Stable), both EU and eurozone members. MAS plc's
(BB-/Rating Watch Negative) core EUR1 billion CEE portfolio is
located predominantly in Romania (BBB-/Negative) but has slightly
lower asset concentration.

The portfolios of NEPI Rockcastle N.V. (BBB+/Stable), valued at
EUR6.9 billion, Globalworth Real Estate Investments Limited
(BBB-/Stable) at EUR2.5 billion, and Globe Trade Centre S.A. (GTC,
BB+/Negative) at EUR2.0 billion, are bigger and more diversified.
However, only GTC shares BRE's asset class diversification between
retail (65% of market value) and offices (35%).

BRE's loan-to-value (LTV) of below 50%, combined with the
high-yielding nature of Serbian-located assets, results in net
debt/EBITDA at 6x. This is similar to NEPI's leverage, but NEPI's
assets are lower-yielding (net initial yield of 7%) compared with
BRE's assets yielding around 9%. AKROPOLIS's financial profile is
more conservative with net debt/EBITDA forecast at less than 4x
until 2026. AKROPOLIS has a net initial yield estimated at around
8% and LTV of around 30%. The financial profiles of Globalworth and
GTC are weaker than BRE's.

Key Assumptions

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

- Stable lfl net rental growth in 2025-2027, reflecting lower
indexation and some rent decreases on renewals

- Stable occupancy rates to 2027

- Around EUR25 million of disposal proceeds by end-2025 and around
EUR90 million total acquisition spend in 2026-2027

- Over EUR65 million of total capex (including maintenance capex)
for 2024-2027

- Dividends amounting to EUR11 million, including EUR10 million to
CVC and EUR1.5 million to Atterbury Europe paid in 2024. This is
followed by EUR5 million per year paid to CVC and EUR2 million to
Atterbury Europe

- Planned unsecured bond at a 6.5% fixed coupon

RATING SENSITIVITIES

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

- Net debt/EBITDA above 8.0x and LTV trending above 60%

- EBITDA interest cover below 1.2x

- Unencumbered assets/unsecured debt cover below 1.25x

- Liquidity score below 1.0x

- Transactions with related-parties that are detrimental to BRE's
interests

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

- Expansion of the portfolio in higher-rated countries while
maintaining portfolio quality and increasing diversification

- Unencumbered assets/unsecured debt cover above 1.75x

- Net debt/EBITDA below 7.0x

- EBITDA interest cover above 1.5x

- Improved corporate governance

Liquidity and Debt Structure

BRE's liquidity is adequate. At end-1H24, it had EUR45 million of
readily available cash, excluding EUR9 million of cash held on its
secured loans' related reserve accounts. Debt maturities in the
next 12 months of over EUR20 million consist of secured bank loan
amortisations. These will be covered by the cash flow generated by
BRE's assets. BRE does not use committed revolving credit
facilities as a contingent source of liquidity.

BRE assets, except for a small retail property, are funded with
secured debt, leaving no meaningful unencumbered investment
properties. Proceeds from the planned bond are expected to allow
BRE to repay the majority of existing secured loans, resulting in
an unencumbered investment property assets/unsecured debt of 1.8x
and free circulation of cash flows within the group, rather than
the existing segregated approach.

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

BRE has an ESG Relevance Score of '4' for Governance Structure, due
to the lack of corporate governance attributes that would both
mitigate key person risk stemming from the sole shareholder Petar
Matic and ensure independent oversight of related-party
transactions. This has a negative impact on the credit profile, and
is relevant to the ratings in conjunction with other factors.

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

   Entity/Debt               Rating            Recovery   Prior
   -----------               ------            --------   -----
Balkans Real
Estate B.V.            LT IDR BB(EXP) Affirmed            BB(EXP)

   senior unsecured    LT     BB(EXP) Affirmed   RR4      BB(EXP)



=============
U K R A I N E
=============

DTEK RENEWABLES: S&P Raises Sr. Unsec. Green Bonds Rating to 'CCC+'
-------------------------------------------------------------------
S&P Global Ratings raised its issue rating on DTEK Renewables
B.V.'s (DTEK) senior unsecured green bonds to 'CCC+' from 'D'
(default).

S&P said, "We affirmed our long-term foreign and local currency
issuer credit ratings on DTEK Renewables at 'SD' (selective
default) since we understand the company remains in default on
certain of its bank and nonbank borrowings."

DTEK's liquidity position is improving liquidity after the
restructuring.   DTEK received the consent of holders of the
outstanding EUR325 million green bonds due in November 2024 (EUR280
million currently outstanding) to amend the terms of the trust deed
related to the bonds on July 12, 2024. S&P considers that the
transaction resulted in an improvement in the group's liquidity
profile. This is notably because the amendments include an
extension of the maturity of the bonds by three years to Nov. 12,
2027, significantly alleviating the pressure on the group's
liquidity coverage until principal repayment. Until then, and under
normal business conditions, S&P expects that DTEK will have
sufficient cash from existing reserves and free cash flow
generation for the payment of the next coupons on the bonds. S&P
understands that the latest coupon payment since the restructuring
took place was made on Nov. 12.

S&P said, "Our 'CCC+' rating on the green bonds reflects our view
that debt service remains subject to favorable business, financial,
and economic developments.  Despite an improving liquidity
position, DTEK Renewables' debt service remains, in our view,
currently vulnerable and is dependent upon favorable business,
financial, and economic conditions to meet its financial
commitments." This is because of:

-- Current restrictions on foreign currency outflows imposed by
the National Bank of Ukraine (NBU) regarding principal repayment,
which indicates the technical inability of the group to cover the
2027 maturity.

-- Ukraine's central bank, the NBU, effectively imposes
restrictions on outflows denominated in foreign currency for
Ukraine's corporate sector. Some of these restrictions were lifted
on July 10, 2024, under certain conditions allowing DTEK Renewables
and other Ukrainian companies to send cash abroad via dividends to
service coupon payments issued abroad. However, capital repayments
are still not permitted under the NBU's current moratorium on
foreign-currency payments.

-- The ongoing Ukraine/Russia conflict may lead to additional
severe operational disruptions and, in turn, negative financial
impacts for DTEK and the Ukrainian energy sector.  S&P sees a risk
that the conflict could escalate further, targeting the company's
assets and the domestic energy market. Energy assets and
infrastructure have been heavily targeted since the start of the
conflict.

Russia's latest attack on Dec. 13 on Ukraine's energy
infrastructure is the 12 since March 2024 (and the third since the
start of November 2024) and resulted in damage to thermal power
plants owned by other entities within DTEK Group B.V. Although the
recent attacks did not directly target DTEK Renewables' assets and
the company will not bear any repair costs of group assets outside
of DTEK Renewables, S&P understands that it has caused significant
damage to the grid and could lead to additional pressure on the
whole energy sector's liquidity. Aside from the reduced cash flow
generation that such disruption could cause, the company may face
further pressure on free cash flow given the potentially high
repair costs. Besides this, the company continues to face
significant operational disruptions, with about half of its
installed capacity (three wind power plants totaling 500 megawatts)
currently in uncontrolled territory.

DTEK's cash collection from Ukraine's state enterprise, Guaranteed
Buyer, has been more volatile since the start of the conflict and
remains subject to favorable developments on the national energy
market.  The group is subject to risks associated with reliance on
Guaranteed Buyer as the sole off-taker of the electricity it
generates under the feed-in tariff regime. DTEK has accumulated
historical receivables from the state-owned offtaker, which
increased further from the beginning of the Russia-Ukraine
conflict. As of Sept. 30, 2024, Guaranteed Buyer's outstanding debt
to DTEK was about EUR61.9 million equivalent. As of June 30, 2024,
the level of settlements of Guaranteed Buyer was 54% for FY2023 and
55% for the first half of 2024. S&P said, "We have assumed about
60% of the total revenue of 2024 will be repaid within the same
year, though we have no clarity on when and how these receivables
will be settled and will monitor the level of settlements reached."
This is because there is a lot of uncertainty regarding whether the
company can maintain such a distribution rate with all the
renewable producers, given the ongoing conflict and recent
disruptions of energy infrastructure.

S&P said, "Our issuer credit rating on DTEK Renewables remains at
'SD' (selective default).  We understand that the company remains
in default on bank and nonbank borrowings with a nominal amount and
interest totaling EUR212 million as of June 30, 2024." The company
has indicated that its management is currently negotiating the
deferral of repayments, including an option for long-term
restructuring of these credit lines, while interest is expected to
be paid.

Positively, DTEK's newly commissioned Tyligulska Wind Power Plant
(TWPP) left the balancing group of Guaranteed Buyer and started
selling electricity in Ukraine's electricity market.  The National
Commission for State Regulation of Energy and Public Utilities
approved in April a significant hike in current caps on power
prices to allow stable commercial imports, resulting in a
significant positive impact for the group's recently commissioned
TWPP. Because the plant is selling electricity at market prices, it
benefited from the favorable base day-ahead price for electricity
on Ukraine's market compared with neighboring European countries in
the first half of 2024, while also not relying on full payments
from Guaranteed Buyer. S&P understands that the group is in the
process of closing financing for the second phase of TWPP. However,
depending on the scale of the required capital expenditure, this
could potentially place pressure on the group's current liquidity
position.



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

ARCTIC FISH: RSM UK Named as Joint Administrators
-------------------------------------------------
Arctic Fish Products Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds, Court Number: CR-2024-1202, and James Miller and
Gareth Harris of RSM UK Restructuring Advisory LLP, were appointed
as joint administrators on Dec. 4, 2024.  

Arctic Fish operates in the fish processing industry.

Its registered office and principal trading address is at Arctic
House, Humber Street, Fish Docks, Grimsby, DN31 3HL.

The joint administrators can be reached at:

               James Miller
               Gareth Harris
               RSM UK Restructuring Advisory LLP
               Central Square, 5th Floor
               29 Wellington Street, Leeds
               LS1 4DL

Correspondence address & contact details of case manager:

               Robert McCormick
               RSM Restructuring Advisory LLP
               Central Square, 5th Floor
               29 Wellington Street
               Leeds, LS1 4DL

Further details contact:

               The Joint Administrators
               Tel: 0113 285 5000


GOLDSBOROUGH & CO: DFW Associates Named as Administrators
---------------------------------------------------------
Goldsborough & Co Accounting Services Limited was placed into
administration proceedings in the High Court of Justice Business
and Property Courts in Leeds, Insolvency & Companies List (ChD),
Court Number: CR-2024-001195, and David Frederick Wilson of DFW
Associates was appointed as administrator on Dec. 3, 2024.  

Goldsborough & Co specializes in accounting and audit activities.

Its registered office and principal address is at Devonshire House,
Devonshire Avenue, Leeds, LS8 1AY.

The administrator can be reached at:

               David Frederick Wilson
               DFW Associates
               29 Park Square West
               Leeds, LS1 2PQ

Further Details Contact:

               The Administrator
               Email: info@dfwassociates.co.uk
               Tel No: 0113 390 7940

Alternative contact: Sam Booth

INEOS ENTERPRISES: S&P Affirms 'BB' ICR on Composites Disposal
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB' long-term issuer credit and
issue ratings on Ineos Enterprises Holdings Ltd. (Ineos
Enterprises) and its dual tranche senior secured term loan B (TLB)
debt facilities due 2030. S&P will withdraw the issue-level ratings
at completion when the existing debt is repaid.

The negative outlook matches that of the wider Ineos group. In
S&P's base-case scenario for Ineos Enterprises, it anticipates S&P
Global Ratings-adjusted debt to EBITDA to stay elevated at about
6.0x in 2024, before improving to a minimal level in 2025 as the
company intends to use the about EUR1.7 billion proceeds from the
sale of its composites business to repay all its existing debt.

In December 2024, Ineos Enterprises entered an agreement for the
sale of Ineos Composites to KPS. As part of the transaction, Ineos
Enterprises will receive an estimated consideration of about EUR1.7
billion at completion that it will use to repay its existing debt.
The proposed transaction is expected to close in the first half
2025 and is subject to certain legal and regulatory approvals.

S&P said, "Although debt repayment could support a higher rating,
we deem the strengthening of its credit ratios as temporary given
that the company's financial policy tolerates higher leverage. We
expect that Ineos Enterprises will continue to pursue acquisitions
to further strengthen its remaining businesses and improve its
footprint. We understand that there are no specific acquisition
targets at this juncture, and that management's focus and resources
are on the transaction closure, which is anticipated in the first
half of 2025. That said, we think that if any acquisitions were to
materialize, they would likely be debt-funded, and would result in
a new capital structure being put in place. Ineos Enteprises'
financial policy targets net debt to EBITDA of no higher than 3.0x
through the cycle (as defined by management, excluding any
adjustments for leases, net pension liabilities or asset retirement
obligations that we include in our calculation of adjusted debt),
commensurate with the existing rating level. We therefore think a
potential upgrade would hinge on a financial policy commitment to
maintain lower leverage than currently outlined. In addition,
rating upside for Ineos Enterprises is constrained by our view of
the credit quality of the wider Ineos group. While we anticipate a
substantial improvement in Ineos Enterprises' credit ratios, the
wider group still faces weak demand in certain end-markets, while
organic and inorganic investments have increased its debt."

The proposed disposal of its composites business to KPS somewhat
weakens Ineos Enterprises' earnings quality and business profile,
as it reduces its overall business scale, scope, and diversity. The
composites business generated revenues of EUR842 million and EBITDA
of EUR182 million over the last 12 months to September 2024. It is
a global leader in the specialty composites VER and gelcoats and
maintains a top-three market share in a consolidated market. This
business has demonstrated earnings resilience over the last three
years, partly offsetting the effect of the cyclical downturn that
has adversely affected other segments. Consequently, the disposal
will result in reduced scope, as Composites accounted for about a
third of sales and between 30%-40% of earnings historically, except
for 2023 when Composites contributed about 60% of the company's
reported EBITDA. That said, S&P still thinks Ineos Enterprises
benefits from the fundamental strengths of the remaining
businesses. It is the second-largest producer of titanium dioxide
(TiO2) and derivatives (mainly used as pigments) in North America.
Its production facilities are less costly to run than those
operated by its peers in Europe or Asia due to lower energy costs,
or compared with peers using the sulfate process, which is more
energy- and labor-intensive. Its TiO2 production also benefits from
backward integration into feedstock. It also remains the leading
merchant producer of solvents such as isopropyl alcohol (IPA) and
butanediol (BDO) in Europe. While solvents is an energy-intensive
business and Ineos production facilities in Germany are exposed to
high energy prices, the oxy-solvents market is consolidated with
three major producers of IPA in Europe and the U.S., which will
likely reduce following capacity closure announcements in both
regions.

The negative outlook matches that of the wider Ineos group as
subdued demand in certain end-markets and regions continues to
pressure its credit metrics, while organic and inorganic
investments have increased its debt.

S&P said, "In our base-case scenario for Ineos Enterprises, we
anticipate S&P Global Ratings-adjusted debt to EBITDA to stay
elevated at about 6.0x in 2024. We expect adjusted debt to EBITDA
to improve to a minimal level in 2025 as the company intends to use
the about EUR1.7 billion proceeds from the sale of its composites
business to repay all its existing debt.

"We could lower the rating if our view of the wider Ineos group's
credit quality worsens. This could occur if the profits and credit
metrics of the larger entities (including Ineos Group Holdings S.A.
[IGH] and Ineos Quattro) do not recover in 2025, or if any
debt-funded acquisitions outside the rated entities pressure the
overall Ineos family.

"We could also lower the rating if a Ineos Enterprises completes
material debt funded acquisitions, or a dividend recapitalization
following the disposal of its Composites business so that adjusted
debt to EBITDA exceeds 4.0x, or if the company completes further
disposal that could materially weaken our view of its business
risk.

"We may revise the outlook to stable if our view of the credit
quality of the wider Ineos group improves. This would be the case
if we see a broad recovery across the market segments of the wider
Ineos family and improving credit metrics across IGH, Ineos
Quattro, and Ineos Enterprises to levels we view as healthy for
their 'bb' stand-alone credit profiles (SACPs).

"For Ineos Enterprises, this translates into adjusted debt to
EBITDA of 3.0x-4.0x, which we view as commensurate with the 'bb'
SACP, and free operating cash flow to debt improving to about
10%-15%, with margins recovering to mid-teen levels. Alternatively,
we could raise our SACP on Ineos Enterprises if a revised financial
policy provides sufficient protection that improved metrics will be
sustained."


MAX YOUR PAY: Begbies Traynor Named as Administrators
-----------------------------------------------------
Max Your Pay Ltd was placed into administration proceedings in the
High Court of Justice Birmingham Business And Property Courts,
Court Number:  CR-2024-000700, and Wayne MacPherson and Jamie
Taylor of Begbies Traynor (Central) LLP, were appointed as
administrators on Dec. 3, 2024.  

Max Your Pay offers business support services.

Its registered office is at Grosvenor House, 11 St Pauls Square,
Birmingham, B3 1RB.

The administrators can be reached at:

             Wayne MacPherson
             Jamie Taylor
             Begbies Traynor (Central) LLP
             1066 London Road, Leigh-on-Sea
             Essex, SS9 3NA

For further information, contact:

             Calum Wylie
             Begbies Traynor (Central) LLP
             Email: Calum.Wylie@btguk.com
             Tel No: 01702 467255

PELTA MEDICAL: Kroll Advisory Named as Joint Administrators
-----------------------------------------------------------
Pelta Medical Papers Ltd was placed into administration proceedings
in the High Court of Justice, Business and Property Courts of
England and Wales, Company and Insolvency List (ChD), Court Number:
CR--007090§2024, and Mark Blackman and Benjamin John Wiles of
Kroll Advisory Ltd were appointed as joint administrators on Dec.
4, 2024.  

Pelta Medical manufactures and distributes sterile barrier paper
for the medical sector.

Its registered office and principal trading address is at
Waterhouse Mills, Beetham, Milnthorpe, Cumbria, LA7 7AR.

The joint administrators can be reached at:

          Mark Blackman
          Benjamin John Wiles
          Kroll Advisory Ltd
          The Chancery, 58 Spring Gardens
          Manchester, M2 1EW

For further details, contact:

            The Joint Administrators
            Tel: +44 (0) 161 827 9156
            Email: Callum.OBrien@kroll.com


ROBERTS AUTOMOTIVE: Leonard Curtis Named as Joint Administrators
----------------------------------------------------------------
Roberts Automotive Ltd, trading as WeDeliverCars, was placed into
administration proceedings in the High Court of Justice Business
and Property Courts in Birmingham, Insolvency & Companies List
(ChD), Court Number: CR-2024-BHM-000679, and Conrad Beighton and
Kirsty Swan of Leonard Curtis were appointed as joint
administrators on Dec. 2, 2024.  

Roberts Automotive offers business support services.

Its registered office is at Cavendish House, 39-41 Waterloo Street,
Birmingham B2 5PP. Its principal trading address is at 44 Hall
Lane, Walsall Wood, WS9 9AS.

The joint administrators can be reached at:

              Conrad Beighton
              Kirsty Swan
              Leonard Curtis
              Cavendish House, 39-41 Waterloo Street
              Birmingham, B2 5PP

Further Details Contact:

              The Joint Administrators
              Tel: 0121 200 2111
              Email: recovery@leonardcurtis.co.uk

Alternative contact: Arrun Prashar

RONNAN CORPORATION: SPK Financial Named as Joint Administrators
---------------------------------------------------------------
Ronnan Corporation (Energy) Ltd was placed into administration
proceedings in the High Court of Justice Business and Property
Courts in Leeds Company and Insolvency List, No CR-2024-LDS-001197,
and Stuart Kelly and Claire Harsley of SPK Financial Solutions
Limited, were appointed as joint administrators on Dec. 3, 2024.  

Ronnan Corporation specializes in the production of electricity.

Its registered office and principal trading address is at Marathon
House, the Sidings, Whalley, Clitheroe, BB7 9SE.

The joint administrators can be reached at:

              Stuart Kelly
              Claire Harsley
              SPK Financial Solutions Limited
              7 Smithford Walk Prescot Liverpool
              L35 1SF

Further Details Contact:

             Adam Farnworth
             Tel No: 0151 739 2698
             Email: info@spkfs.co.uk

TALKTALK TELECOM: Fitch Hikes LongTerm IDR to 'CCC'
---------------------------------------------------
Fitch Ratings has upgraded TalkTalk Telecom Group Limited's (TTG)
Long-Term Issuer Default Rating (IDR) to 'CCC' from 'RD'
(Restricted Default). Fitch has also assigned TTG's first-lien and
second-lien senior secured notes long-term ratings of 'B-' and 'CC'
with Recovery Ratings of 'RR2' and 'RR6', respectively.

The upgrade follows the completion of TTG's debt restructuring,
which provides it with some time and financial flexibility to
improve its business prospects. TTG continues to benefit from a
sizeable customer base, coverage and market share.

However, TTG continues to be weighed down by very high
post-restructuring EBITDA net leverage, weak Fitch-defined EBITDA
margin and free cash flow (FCF), and significant risks associated
with its operational restructuring. Liquidity headroom remains
minimal while refinancing risks are high. Successful execution of
the company's transformation will be key to the rating's positive
progression.

Fitch has withdrawn the 'C' ratings on TTG's GBP685 million senior
secured notes, after they have been fully refinanced on
restructuring.

Key Rating Drivers

Unsustainable Leverage, Excessive Refinancing Risk: Fitch forecasts
post-restructuring Fitch-defined EBITDA net leverage at 12x
(pro-forma for annualised Shell EBITDA) for FY25 (year-end February
2025), before trending to 8x from FY26 at the earliest.

Deleveraging is reliant on significant margin expansion from
mid-single digits in FY25 to low double digits in FY27. While Fitch
envisages some deleveraging, it will be slow. Gross debt will
continue to increase, due to the capitalisation of non-cash pay
interest. Fitch forecasts net debt to rise to around GBP1.4 billion
in FY27 from GBP1.28 billion in FY25, which may increase the risk
of a further debt restructuring if capital market conditions are
unfavourable.

Cost Reductions Critical: TTG has completed the split of its
operating units into Platform Communications (PXC) and TalkTalk
Consumer (TTC). A new management team is seeking to cut GBP120
million of operating costs through efficiencies, headcount
rationalisation, and following the completion of its
copper-to-fibre programme. This will be supplemented by reducing
subscriber acquisition costs by GBP110 million, due partly to the
end of Openreach's 112 deal.

Consequently, Fitch expects Fitch-defined EBITDA margin to improve
to 11% by FY27 from 6% in FY25, on muted revenue growth in the low
single digits.

Execution Risks: Its forecasts do not factor in the full benefit of
turnaround initiatives, given TTG's lack of record in recent years
and the impact of Openreach costs. Further, lower customer
investments may affect revenue growth and profitability, especially
in a competitive market. On the other hand, effective automation
and a faster transition to fibre-to-the-premises (FttP) could
provide sustainable cost improvements. Improved alternative network
(alt-net) penetration may also help mitigate gross margin erosion.
Any delay or failure to execute will hinder deleveraging and FCF
improvements.

Liquidity Reliant on FCF: Fitch forecasts weak FCF margins from
FY26, remaining in low single digits until FY28. Near-term cash
absorption will be driven by the normalisation of working capital
and restructuring costs. Improved EBITDA and lower capex should
help generate positive FCF, supported by lower cash interest costs.
Fitch expects capex to trend to 4% of revenue after FY26, with
declining restructuring costs. However, failure to generate FCF
would leave TTG with minimal liquidity headroom.

PXC Prospects Uncertain: PXC is an aggregator platform offering
network connectivity from Openreach, alt-net, and additional
enterprise services, with long-term contracts and cost-plus
pricing. It has a UK-wide presence, access to multiple service
providers and a solid ethernet business, which could be an
attractive vehicle for alt-nets that need penetration. It has
cash-generation potential with the benefit of operating leverage.
However, the scalability of PXC beyond providing services to
existing anchor tenants has yet to be demonstrated in the UK
market.

TTC Stability Over Growth: TTC is shifting to a "value over volume"
strategy, focusing on higher average revenue per user (ARPU) FttP
products. Fitch expects subscriber numbers to fall with the
shedding of low-value customers. Improved profitability relies on
extracting more value from a smaller, less price-sensitive customer
base, but TTC's market position and fairly low fibre penetration
makes price increases challenging. With many alt-nets offering
competitive FttP prices, stabilising its subscriber base through
service quality and increased fibre penetration are key to ensuring
TTC's future success.

Derivation Summary

TTG's operating and FCF margins are currently below the telecoms'
sector average, largely reflecting its relatively limited scale,
unbundled local exchange network architecture, and dependence on
regulated wholesale products for 'last-mile' connectivity.

The company is less exposed to the trend of consumers trading down
or cancelling pay-TV subscriptions in favour of alternative
internet or wireless-based services. However, its business model
faces weaker operating margins due to a leased local network,
intense competition at the value-end of the pricing and service
spectrum, and evolving regulation. Peers such as BT Group plc (BT;
BBB/Stable) and VMED O2 UK Limited (BB-/Negative) benefit from
fully owned access infrastructure, revenue diversification as a
result of scale in multiple products - such as mobile and pay-TV -
and higher operating and cash flow margins.

A notable peer in the UK value segment is the UK subsidiary of
Vodafone Group Plc (Vodafone; BBB/Positive), which similarly leases
lines from Openreach (wholly owned network operator of BT) and
other altnets. However, Vodafone benefits from global
diversification, network ownership in other countries and an
extensive mobile network allowing for fixed-mobile convergent
offering.

Sky plc (a subsidiary of Comcast Corp. (A-/Stable) is another
leased line provider, but benefits from scale, service
diversification with offerings at the premium and value-end
(NowTV). It also has a significant competitive advantage in the
cash flow-generative traditional pay-TV segment, particularly
through its higher-value sport offerings. The higher cash flow
visibility of these peers supports greater debt capacity for a
given rating.

Key Assumptions

Fitch's Key Assumptions for its Base Case Forecast

- Revenue growth of 3% in FY25 and 2.5% CAGR in FY24-FY28, driven
by higher-priced products as customers move to FttP, higher-speed
tiers and growth in demand for higher-ARPU ethernet products. This
will be offset by attrition in the broadband consumer base due to
lower spending on customer acquisition and competition

- Fitch-defined EBITDA margin of 6% in FY25. IFRS16 lease cost is
adjusted for customer connection costs, which Fitch treats as
capex. EBITDA margin to improve towards 10% by FY27, primarily
driven by operating cost savings and reduced subscriber acquisition
costs

- Network monetisation cash flows of GBP20 million in FY25 and
GBP10 million-GBP15 million across FY26-FY28 recognised before FCF
but excluded from Fitch-defined EBITDA, due to low visibility on
the recurring nature of those cash flows. If these cash flows prove
to be recurring, Fitch may consider including some or all of these
amounts in Fitch-defined EBITDA

- Working-capital outflow of GBP200 million in FY25

- Capex at 6% of sales in FY25, reflecting near-term investment in
the transition to fibre, before declining to around 4% after FY26

- Total non-recurring cash outflows, due to copper-to-fibre capex
of GBP30 million across FY25-FY26, are included in FCF

- Total non-recurring restructuring costs of GBP80 million across
FY25-FY26 are included in FCF

- Restructuring transaction costs cash outflow of GBP35 million is
excluded from FCF

- No dividends

- Replacement cash management facility treated as equity

Recovery Analysis

The recovery analysis assumes that TTG would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated, or following a traded asset valuation.

Post-restructuring, TTG may be acquired by a larger company that
will absorb its customer base, exit certain business lines or cut
back its presence in certain less favourable service lines, in turn
reducing its scale.

Fitch estimates that post-restructuring EBITDA for TTG would be
around GBP140 million. An enterprise value (EV) multiple of 4.0x is
applied to GC EBITDA to calculate a post-reorganisation EV of
GBP504 million after deducting 10% for administrative claims. The
multiple reflects TTG's smaller scale and diversification and
limited network ownership compared with that of peers in developed
markets.

Its waterfall analysis generates a ranked recovery for TTG's
first-lien senior secured debt of GBP650 million in the 'B-'/'RR2'
band with 78% recovery and for its second-lien senior secured debt
of GBP565 million in the 'CC'/'RR6' band with 0% recovery. Fitch
assumes the accounts receivables securitisation facility to remain
in place in a bankruptcy, and therefore will not affect recoveries
for secured creditors, as demonstrated in the current
restructuring.

RATING SENSITIVITIES

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

- Negative or weak FCF indicating insufficient funds to sustainably
support operational activities

- Indication of further debt restructuring that Fitch would
classify as a distressed debt exchange, which may lead to further
downgrades of TTG's Long-Term IDR

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

- Easing refinancing risks as successful management actions result
in consistently improving operating and financial performance,
leading to meaningful deleveraging

- Mid-single digit FCF margins that create healthy liquidity
headroom without relying on additional committed facilities

Liquidity and Debt Structure

Fitch sees minimal liquidity headroom for TTG to weather
operational underperformance. In the short term, it can proactively
manage its working capital but this is unsustainable. While its
loan facilities documents allow additional senior secured debt to
be raised to bolster liquidity, it may also put adverse pressure on
an already highly leveraged balance sheet.

Fitch forecasts low single-digit positive FCF margins from FY26 as
TTG implements its turnaround plan. While this should allow TTG to
maintain minimum liquidity, it could be quickly eroded under
stress, particularly in the next 12-18 months. This is in view of
its liquidity covenant requiring a minimum GBP20 million of
liquidity by August 2025.

TTG's debt is split into first- and second-lien senior secured debt
of GBP650 million and GBP565 million, respectively. The cash
management facility of GBP65 million is being refinanced at the
holding company level with a shareholder loan. Maturities for the
senior secured debt are September 2027 and March 2028,
respectively. Fitch believes refinancing risk remains high, as the
brief extension of maturities provides limited time for the
turnaround to show results, compounded by the large payment-in-kind
interest accumulating to the debt balance.

Issuer Profile

TTG is an alternative 'value-for-money' fixed-line telecom operator
in the UK, offering quad-play services to consumers and ethernet
services to business customers.

Summary of Financial Adjustments

Customer connection costs are classified by TTG as right-of-use
assets and depreciated under IFRS16 but are paid upfront as part of
capex. Therefore, TTG's lease cash repayments are lower than
depreciation of right-of-use assets plus interest on lease
liabilities (IFRS16 lease costs). According to Fitch's criteria,
IFRS16 lease costs should be deducted from operating profit in
calculating Fitch-defined EBITDA for this sector. Fitch has treated
the portion of lease costs associated with customer connection as
capex and have lowered FY22, FY23 and FY24 IFRS16 lease costs by
GBP22 million, GBP42 million and GBP46 million, respectively.

Fitch continues to calculate Fitch-defined EBITDA on a pre-IFRS16
and post-IFRS15 basis.

Sources of Information

The principal sources of information used in the analysis are
described in the Applicable Criteria.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

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

ESG Considerations

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
TalkTalk Telecom
Group Limited        LT IDR CCC Upgrade               RD

   senior secured    LT     WD  Withdrawn             C

   senior secured    LT     B-  New Rating   RR2

   Senior Secured
   2nd Lien          LT     CC  New Rating   RR6



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

[*] BOOK REVIEW: Taking Charge
------------------------------
Taking Charge: Management Guide to Troubled Companies and
Turnarounds

Author: John O. Whitney
Publisher: Beard Books
Softcover: 283 Pages
List Price: $34.95
Order a copy today at:
http://beardbooks.com/beardbooks/taking_charge.html    

Review by Susan Pannell

Remember when Lee Iacocca was practically a national hero? He won
celebrity status by taking charge at a company so universally known
as troubled that humor columnists joked their kids grew up thinking
the corporate name was "Ayling Chrysler." Whatever else Iacocca may
have been, he was a leader, and leadership is crucial to a
successful turnaround, maintains the author.

Mediagenic names merit only passing references in Whitney's book,
however. The author's own considerable experience as a turnaround
pro has given him more than sufficient perspective and acumen to
guide managers through successful turnarounds without resorting to
name-dropping. While Whitney states that he "share[s] no personal
war stories" in this book, it was, nonetheless, written from inside
the "shoes, skin, and skull of a turnaround leader." That sense of
immediacy, of urgency and intensity, makes Taking Charge compelling
reading even for the executive who feels he or she has already
mastered the literature of turnarounds.

Whitney divides the work into two parts. Part I is succinctly
entitled "Survival," and sets out the rules for taking charge
within the crucial first 120 days. "The leader rarely succeeds who
is not clearly in charge by the end of his fourth month," Whitney
notes. Cash budgeting, the mainstay of a successful turnaround, is
given attention in almost every chapter. Woe to the inexperienced
manager who views accounts receivable management as "an arcane
activity 'handled over in accounting.'" Whitney sets out 50
questions concerning AR that the leader must deal with -- not
academic exercises, but requirements for survival.

Other internal sources for cash, including judiciously managed
accounts payable and inventory, asset restructuring, and expense
cuts, are discussed. External sources of cash, among them banks,
asset lenders, and venture capital funds; factoring receivables;
and the use of trust receipts and field warehousing, are handled in
detail. Although cash, cash, and more cash is the drumbeat of Part
I, Whitney does not slight other subjects requiring attention. Two
chapters, for example, help the turnaround manager assess how the
company got into the mess in the first place, and develop
strategies for getting out of it.

The critical subject of cash continues to resonate throughout Part
II, "Profit and Growth," although here the turnaround leader
consolidates his gains and looks ahead as the turnaround matures.
New financial, new organizational, and new marketing arrangements
are laid out in detail. Whitney also provides a checklist for the
leader to use in brainstorming strategic options for the future.

Whitney's underlying theme -- that a successful business requires
personal leadership as well as bricks and mortar, money and
machinery -- is summed up in a concluding chapter that analyzes the
qualities that make a leader. His advice is as relevant in this
1999 reprint edition as it was in 1987 when first published.

John O. Whitney had a long and distinguished career in academia and
industry. He served as the Lead Director of Church and Dwight Co.,
Inc. and on the Advisory Board of Newsbank Corp. He was Professor
of Management and Executive Director of the Deming Center for
Quality Management at Columbia Business School, which he joined in
1986.  He died in 2013.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *