---

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

                          E U R O P E

          Tuesday, December 31, 2024, Vol. 25, No. 2

                           Headlines



F R A N C E

FINANCIERE GROUPE: Moody's Withdraws 'B3' CFR on Debt Repayment


I R E L A N D

MARGAY CLO I: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
NORTH WESTERLY IX: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
PALMER SQUARE 2023-1: Fitch Assigns 'B-sf' Rating to Cl. F-R Notes
PENTA CLO 7: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes


L U X E M B O U R G

GARFUNKELUX HOLDCO 2: S&P Lowers LT ICR to 'CC', Outlook Negative
GARFUNKELUX HOLDCO 3: Fitch Cuts Sr. Secured Debt Rating to 'CC'


S P A I N

LAR ESPANA: Fitch Lowers LongTerm IDR to 'BB-', Outlook Stable
TDA 26-MIXTO: Fitch Affirms 'CCCsf' Ratings on Two Notes


S W I T Z E R L A N D

SUNRISE HOLDING: Fitch Affirms 'BB-' LT IDR, Alters Outlook to Pos.


U N I T E D   K I N G D O M

IHS HOLDING: Moody's Withdraws 'B3' Corporate Family Rating
MILLER HOMES: Fitch Puts 'B+' Long-Term IDR on Watch Negative

                           - - - - -


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

FINANCIERE GROUPE: Moody's Withdraws 'B3' CFR on Debt Repayment
---------------------------------------------------------------
Moody's Ratings has withdrawn Financiere Groupe Proxiserve's
(Proxiserve) ratings including the company's B3 Corporate Family
Rating and the B3-PD Probability of Default Rating. Moody's have
also withdrawn the ratings on the company's B3 EUR335 million
senior secured term loan due March 2026 and its B3 EUR60 million
senior secured revolving credit facility (RCF) due September 2025.
Prior to the withdrawal, the outlook was stable.

The rating action follows the full repayment of its rated senior
secured facilities on December 13, 2024.

RATINGS RATIONALE

Moody's have withdrawn the ratings because Proxiserve's facilities
previously rated by us has been fully repaid.

COMPANY PROFILE

Headquartered in France, Proxiserve specializes in a wide range of
services related to energy and water management for residential,
commercial, and industrial properties. After the deconsolidation of
EVCS business, Proxiserve's operations encompass four activities:
sub-metering, maintenance (including Onefield telecom services in
Belgium), collective heating and Edenkia. Maintenance is the
largest contributor to revenue, but sub-metering is the largest
contributor to EBITDA. The company is owned by Vauban
Infrastructure Partners and reported EUR563 million of revenues and
EUR84 million of EBITDA in 2023.  



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

MARGAY CLO I: Fitch Assigns 'B-sf' Final Rating to Class F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Margay CLO I Designated Activity Company
reset final ratings, as detailed below.

   Entity/Debt             Rating               Prior
   -----------             ------               -----
Margay CLO I DAC

   A XS2612524657      LT PIFsf  Paid In Full   AAAsf
   A-1-L               LT AAAsf  New Rating
   A-2-L               LT AAAsf  New Rating
   A-R XS2943591920    LT AAAsf  New Rating
   A-loan              LT PIFsf  Paid In Full   AAAsf
   B XS2612524814      LT PIFsf  Paid In Full   AAsf
   B-R XS2943592225    LT AAsf   New Rating
   C XS2612525209      LT PIFsf  Paid In Full   Asf
   C-R XS2943592571    LT Asf    New Rating
   D XS2612525464      LT PIFsf  Paid In Full   BBB-sf
   D-R XS2943592654    LT BBB-sf New Rating
   E XS2612525548      LT PIFsf  Paid In Full   BB-sf
   E-R XS2943592902    LT BB-sf  New Rating
   F-R XS2943593116    LT B-sf   New Rating

Transaction Summary

Margay CLO I DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
have been used to redeem the existing notes (except the
subordinated notes) and to fund the existing portfolio and top-up
the portfolio using excess cash to reach a target par of EUR400
million. The portfolio is actively managed by M&G Investment
Managements Limited. The CLO has a 4.6-year reinvestment period and
an 8.5 year weighted average life (WAL) test at closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the 'B+'/'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 23.0.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 62.7%.

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

Portfolio Management (Neutral): The transaction has four Fitch
matrices. Two are effective from closing and two are effective one
year after closing. Each set of two contains one matrix based on a
fixed-rate asset limit of 5%, and another based on a 10% limit. The
switch to any of the forward matrices is contingent on the
portfolio balance (with defaults carried at Fitch-calculated
collateral value) being at or above target par. All four matrices
are based on a top-10 obligor concentration limit of 20.0%.

The closing matrices correspond to an 8.5-year WAL test, while the
forward matrices correspond to a 7.5-year WAL test. The transaction
has an approximately 4.6-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 test. This
reduction to the risk horizon accounts for the strict reinvestment
conditions envisaged after the reinvestment period. These include
passing both the coverage tests, Fitch WARF test and the Fitch
'CCC' bucket limitation, together with a progressively decreasing
WAL covenant. In Fitch's opinion, these conditions 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) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A, B, C
and D notes, and would lead to downgrades of one notch for the
class E notes. The class F notes would be downgraded to below
'B-sf'.

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, D and E notes each
display a rating cushion of two notches, and the class C and F
notes display a rating cushion of three notches.

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to an upgrade of two notches for all classes
apart from the class A notes, which are already rated 'AAAsf' and
cannot be upgraded.

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Margay CLO I DAC.

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

NORTH WESTERLY IX: Fitch Assigns 'B-sf' Final Rating to Cl. F Notes
-------------------------------------------------------------------
Fitch Ratings has assigned North Westerly IX ESG CLO DAC final
ratings, as detailed below.

   Entity/Debt                  Rating             Prior
   -----------                  ------             -----
North Westerly IX
ESG CLO DAC

   A-L                      LT AAAsf  New Rating   AAA(EXP)sf
   A-N XS2929932858         LT AAAsf  New Rating   AAA(EXP)sf
   B-1 XS2929933070         LT AAsf   New Rating   AA(EXP)sf
   B-2 XS2932081230         LT AAsf   New Rating   AA(EXP)sf
   C XS2929933237           LT Asf    New Rating   A(EXP)sf
   D XS2929933310           LT BBB-sf New Rating   BBB-(EXP)sf
   E XS2929933740           LT BB-sf  New Rating   BB-(EXP)sf
   F XS2929933823           LT B-sf   New Rating   B-(EXP)sf
   M-1 XS2929937816         LT NRsf   New Rating   NR(EXP)sf
   M-2 XS2929938111         LT NRsf   New Rating   NR(EXP)sf
   Sub Notes XS2929936503   LT NRsf   New Rating   NR(EXP)sf

Transaction Summary

North Westerly IX ESG CLO DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. Note
proceeds have been used to fund a portfolio with a target par of
EUR400 million that is actively managed by Aegon Asset Management
UK PLC and North Westerly Holding BV, a wholly-owned subsidiary of
Aegon Asset Management Holding BV.

The CLO has an approximately five-year reinvestment period and an
eight-year weighted average life (WAL), which can be extended by
one year if the WAL test step-up condition is met one year after
the closing.

KEY RATING DRIVERS

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

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate of the identified portfolio is 63.6%.

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

The transaction includes four Fitch matrices. Two are effective at
closing, corresponding to a WAL covenant of eight years with
fixed-rate limits of 5% and 10%. Two other matrices are effective
one year from closing and share the same limits except the WAL
test, which is seven years. However, a switch to the forward
matrices is subject to the collateral principal amount (defaulted
obligations at Fitch-calculated collateral value) being at least
equal to the reinvestment target par balance.

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

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

Cash Flow Modelling (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. These
conditions include passing the coverage tests and the Fitch 'CCC'
bucket limitation test after reinvestment, as well as a WAL
covenant that gradually steps down, before and after the end of the
reinvestment period. Fitch believes these conditions would reduce
the effective risk horizon of the portfolio during stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the identified
portfolio would lead to a downgrade of one notch each on the class
B-1 to D notes, and have no impact on the class A, E and F notes
and the class A loan.

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 F notes display a rating
cushion of three notches and the class B-1 to E notes have a
cushion of two notches. The class A loan and class A notes have no
rating cushion.

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

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

A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to 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 North Westerly IX
ESG CLO 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.

PALMER SQUARE 2023-1: Fitch Assigns 'B-sf' Rating to Cl. F-R Notes
------------------------------------------------------------------
Fitch Ratings has assigned Palmer Square European CLO 2023-1 DAC
reset final ratings, as detailed below.

   Entity/Debt                    Rating               Prior
   -----------                    ------               -----
Palmer Square European
CLO 2023-1 DAC

   A Loan                     LT PIFsf  Paid In Full   AAAsf
   A Note XS2618888155        LT PIFsf  Paid In Full   AAAsf
   B-1 XS2618888403           LT PIFsf  Paid In Full   AAsf
   B-2 XS2618888312           LT PIFsf  Paid In Full   AAsf
   C XS2618888742             LT PIFsf  Paid In Full   Asf
   Class A-R XS2944934095     LT AAAsf  New Rating
   Class B-1-R XS2944934251   LT AAsf   New Rating
   Class B-2-R XS2944934509   LT AAsf   New Rating
   Class C-R XS2944934764     LT Asf    New Rating
   Class D-R XS2944934921     LT BBB-sf New Rating
   Class E-R XS2944935142     LT BB-sf  New Rating
   Class F-R XS2944935225     LT B-sf   New Rating
   D XS2618889120             LT PIFsf  Paid In Full   BBB-sf
   E XS2618889047             LT PIFsf  Paid In Full   BB-sf
   F XS2618889393             LT PIFsf  Paid In Full   B-sf

Transaction Summary

Palmer Square European CLO 2023-1 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds have been used to redeem the existing notes
(except the subordinated notes) and to fund a portfolio with a
target par of EUR400 million. The portfolio is actively managed by
Palmer Square Europe Capital Management LLC. The CLO has a 5.1-year
reinvestment period and a nine-year weighted average life (WAL)
test 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 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 63.7%.

Diversified Portfolio (Positive): The transaction includes two
matrices at closing and two forward matrices that are effective one
year after closing, each set with fixed-rate limits of 7.5% and
15%. The manager can switch to the forward matrices if the
portfolio balance (with defaults at the Fitch collateral value) is
greater than, or equal to, target par.

It also has a top-10 obligor limit at 20% and various other
concentration limits, including a maximum exposure to the
three-largest Fitch-defined industries in the portfolio at 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

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

RATING SENSITIVITIES

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

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

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

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG Considerations

Fitch does not provide ESG relevance scores for Palmer Square
European CLO 2023-1 DAC.

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

PENTA CLO 7: Fitch Assigns 'B-(EXP)sf' Rating to Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has assigned Penta CLO 7 DAC expected ratings.

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

   Entity/Debt              Rating           
   -----------              ------           
Penta CLO 7 DAC

   X-R                  LT AAA(EXP)sf  Expected Rating
   A-R                  LT AAA(EXP)sf  Expected Rating
   B-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
   Subordinated Notes   LT NR(EXP)sf   Expected Rating

Transaction Summary

Penta CLO 7 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 fund a portfolio with a target par of EUR450
million, and to redeem the existing notes, except the subordinated
notes.

The portfolio is actively managed by Partners Group (UK) Management
Ltd. The collateralised loan obligation (CLO) will have a
reinvestment period of about 4.5 years and a 7.5-year weighted
average life (WAL) test limit.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the identified portfolio at
'B'/'B-'. The Fitch weighted average rating factor (WARF) of the
identified portfolio is 24.9

High Recovery Expectations (Positive): At least 90% of the
portfolio is expected to 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 (WARR) of the identified portfolio
is 62%.

Diversified Asset Portfolio (Positive): The transaction will
include various concentration limits in the portfolio, including a
fixed-rate obligation limit at 12.5%, and a top 10 obligor
concentration limit at 20%. The transaction will also include
various concentration limits, including a maximum exposure to the
three largest Fitch-defined industries in the portfolio of 40%.
These covenants ensure that the asset portfolio will not be exposed
to excessive concentration.

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

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, to 7.5 years, on the step-up date, which can be one
year after closing. The WAL extension will be automatic subject to
conditions including satisfying the collateral-quality tests,
coverage tests and the adjusted collateral principal amount being
at least equal to the reinvestment target par balance.

Cash Flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio is 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period, including 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. In Fitch's opinion, these conditions 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 X-R, and A-R notes, but
would lead to downgrades of one notch each for the class B-R to E-R
notes, and to below `B-sf' for the class F-R notes.

Downgrades, which are based on the current portfolio, may occur if
the loss expectation is larger than initially assumed, due to
unexpectedly high levels of 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 to E-R
notes display a rating cushion of two notches and the class F-R
notes have a cushion of three notches.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
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-R to C-R notes, three notches for the class D-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 RDR and a 25% increase in the RRR across all
ratings of the Fitch-stressedv portfolio would lead to upgrades of
up to three 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 a 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

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.



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

GARFUNKELUX HOLDCO 2: S&P Lowers LT ICR to 'CC', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered to 'CC' from 'CCC+' its long-term issuer
credit rating on Garfunkelux Holdco 2 S.A. (Lowell) and its issue
credit rating on its SSNs. S&P affirmed its short-term rating on
Lowell at 'C'.

The negative outlook indicates that S&P will lower its issuer
credit ratings on the company to 'SD' (selective default) and on
its SSNs to 'D' (default), upon completion and implementation of
the proposed transaction.

On Dec. 20, 2024, Garfunkelux Holdco 2 S.A. (Lowell) proposed a
restructuring of its outstanding debt, including the senior secured
notes (SSNs).

S&P said, "In our view, the company's proposal to exchange the
existing SSNs for new bonds that have a three-year maturity
extension as well as a new issue that has a payment-in-kind (PIK)
coupon would be tantamount to default once executed. We consider
the proposed restructuring to be distressed, and anticipate that
noteholders would receive less than was promised in the
documentation for the original SSNs."

The downgrade follows Lowell's announcement on Dec. 20, 2024, that
it intends to restructure its outstanding debt.   Lowell has three
existing SSNs totaling GBP1.64 billion, with maturity dates in
November 2025 and May 2026. It plans to exchange these for:

-- GBP1.2 billion of new SSNs issued by Garfunkelux Holdco 3.0,
split into notes maturing in November 2028 that pay a fixed rate of
9.5% and notes maturing in May 2029 that pay a floating rate of
EURIBOR plus a margin (so that the annual coupon totals 9.5%).

-- GBP250 million of new notes that mature in May 2030 and pay a
PIK coupon of 10.48%. These new notes will be issued by the new
holding company and will be structurally subordinated to the GBP1.2
billion of new SSNs.

-- GBP165 million of cash paid down at par on the day the
transaction takes effect.

Noteholders who agree with the conditions by January 9 will receive
the proposed cash paydown and a 0.25% consent fee. Lowell also
plans to extend its existing EUR455 million super senior revolving
credit facility (RCF), from which it has drawn GBP371 million, to
August 1, 2028, and receive consent from the RCF lenders for the
restructuring. To implement the proposed restructuring, Lowell
needs to gain the consent of at least 90% of noteholders.
Alternatively, if it gains consent from 75% of noteholders, it
could enforce implementation of the transaction under a U.K. scheme
of arrangement. It could also use the mechanics available in the
intercreditor agreement, with consent from at least 50% of
noteholders. Given that Lowell has already received consent from
close to 50% of noteholders, S&P thinks the transaction is likely
to be implemented, and that it will take effect in the first half
of 2025.

S&P said, "We will view the proposed transaction as tantamount to a
default upon implementation.   We consider the proposed transaction
to be a distressed exchange because Lowell would otherwise struggle
to refinance its public debt at normal market terms. We also think
that Lowell's noteholders--for example, those who refuse the
proposed conditions--will receive less value than promised in the
company's original SSN documentation. Our view is also affected by
the PIK nature of the new holdco notes and the modest compensation
being offered to bondholders via a higher coupon and incentive fee.
Therefore, when the restructuring is completed, we will lower our
ratings on the company to 'SD' and lower our issue rating on its
SSNs to 'D'.

"That said, we have seen a series of debt restructurings by debt
purchasing companies during 2024 and, in our view, Lowell's
proposal is one of the most creditor-friendly.   The proposal does
not include writing off any debt or converting it into equity, and
consenting bondholders will receive 10% of the outstanding debt
when the exchange is implemented.

"The negative outlook indicates that we expect to lower our issuer
credit ratings on the company to 'SD' and on its SSNs to 'D', upon
completion and implementation of the proposed transaction."


GARFUNKELUX HOLDCO 3: Fitch Cuts Sr. Secured Debt Rating to 'CC'
----------------------------------------------------------------
Fitch Ratings has downgraded Garfunkelux Holdco 2 S.A.'s (Lowell)
Long-Term Issuer Default Rating (IDR) to 'CC' from 'CCC'. Fitch has
also downgraded Garfunkelux Holdco 3 S.A.'s (GH3) senior secured
debt rating to 'CC' from 'CCC'. The Recovery Rating on the senior
secured debt is 'RR4'.

Key Rating Drivers

The downgrade reflects the increased risk of restructuring of
Lowell's outstanding senior secured notes, which Fitch would
perceive as a distressed debt exchange (DDE) under its Non-Bank
Financial Institutions Rating Criteria. This follows Lowell's
announcement on 20 December 2024 that it has reached agreement on a
recapitalisation transaction with 48% of its senior secured
noteholders.

In its view, the proposed transaction will result in a material
reduction in terms for the noteholders compared with the existing
contractual terms and will be conducted to avoid a default, which
leads Fitch to view it as a DDE. This is because of the proposed
maturity extension, with a portion of the debt principal facing a
haircut or being converted into payment-in-kind notes.

RATING SENSITIVITIES

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

Achieving consent for the debt restructuring, which Fitch would
classify as a DDE, followed by its formal launch, would trigger a
downgrade of the Long-Term IDR and senior secured debt rating to
'C'. On completion of the transaction Fitch would downgrade the
Long-Term IDR to 'RD' (Restricted Default) or 'D' (Default) and,
subsequently, re-rate the company based on its new credit profile.

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

Amendment of the proposed transaction terms, diminishing the risk
of a DDE, in combination with improved market confidence and
sustainable improvement in leverage and profitability may result in
an upgrade.

DEBT AND OTHER INSTRUMENT RATINGS: KEY RATING DRIVERS

The 'CC' rating of GH3's senior secured debt, junior to Lowell's
sizeable revolving credit facility, reflects Fitch's view of
average recoveries of this debt class.

DEBT AND OTHER INSTRUMENT RATINGS: RATING SENSITIVITIES

The secured notes' rating is sensitive to changes in Lowell's
Long-Term IDR. Improved recovery expectations, for instance, as a
result of a thinner layer of debt senior to the notes, could be
positive for the notes' rating.

ADJUSTMENTS

The 'cc' Standalone Credit Profile is below the 'b-' implied
Standalone Credit Profile due to the following adjustment reason:
weakest link - funding, liquidity & coverage (negative).

The 'b' business profile score is below the 'bbb' implied score due
to the following adjustment reason: business model (negative).

The 'b-' earnings & profitability score is below the 'bb' implied
score due to the following adjustment reason: earnings stability
(negative).

The 'cc' funding, liquidity & coverage score is below the 'b'
implied score due to the following adjustment reason: funding
flexibility (negative).

ESG Considerations

Lowell has an ESG Relevance Score of '4' for customer welfare -
fair messaging, privacy & data security, due to the importance of
fair collection practices and consumer interactions and the
regulatory focus on them. This has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

Lowell has an ESG Relevance Score of '4' for financial
transparency, due to the significance of internal modelling to
portfolio valuations and to associated metrics such as estimated
remaining collections. 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
   -----------                    ------         --------   -----
Garfunkelux Holdco 3 S.A.

   senior secured           LT     CC  Downgrade   RR4      CCC

Garfunkelux Holdco 2 S.A.   LT IDR CC  Downgrade            CCC



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

LAR ESPANA: Fitch Lowers LongTerm IDR to 'BB-', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has downgraded Spanish retail property company Lar
Espana Real Estate SOCIMI, S.A.'s (Lar Espana) Long-Term Issuer
Default Rating (IDR) and senior unsecured rating to 'BB-' from
'BBB' and removed them from Rating Watch Negative (RWN). The
Outlook on the IDR is Stable.

The downgrades reflect Lar España re-leveraging to finance its new
owner's tender offer for its shares. The new owners had flagged
that if the acquisition went ahead, they would re-leverage Lar
España to around 60% loan-to-value (LTV), resulting in a
Fitch-calculated net debt/EBITDA ratio of 12.5x by end-2025. Fitch
anticipates continuity in Lar España's business plan under the new
board, capitalising on the assets' dominant catchment areas and
ongoing active management to drive cash flow generation, despite
the immediate increase in leverage.

Key Rating Drivers

Re-leveraging Strategy: The July 2024 tender offer by Hines
European Real Estate Partners III and Grupo Lar for 89.85% of Lar
España's share capital detailed the new owners' intent to
re-leverage Lar España to a 60% LTV. Shareholders' 91.29%
acceptances, equivalent to 82.02% of the share capital of Lar
España, have been communicated by the Spanish stock regulator and
settlement is planned for 27 December 2024.

Lower Financial Flexibility: The re-leveraging strategy involves
repayment of up to EUR353 million of bridge funding at the Bidco
level, contingent on the level of shareholder acceptances, with a
maximum total payment of EUR624.1 million. The remainder will be
funded through shareholder capital contributions. Lar España's
gross debt will be restructured in two phases: EUR651 million by
year-end, facilitated by banks, to settle EUR581 million in prepaid
bonds and EUR70 million in EIB debt, followed by a second tranche
of EUR139 million planned for February 2025, stabilising unsecured
debt at EUR790 million.

The new funding structure features an escalating interest rate grid
starting in 2026, which Fitch expects to increase the average cost
of debt to approximately 5.8% by end-2026 (end-2023; 1.9%),
resulting in a much tighter net interest coverage ratio of 1.4x
(2023: 5.2x). Dividends totalling EUR353 million will repay Bidco's
equity bridge financing, leading to an LTV of around 60% and a net
debt/EBITDA ratio of 12.5x by end-2025. Fitch expects this metric
to decrease to 12x by end-2026, helped by cash flow generation.

Board Restructuring, Governance Continuity: The offeror aims to
expand Lar España's board from five to seven members. This will
include two independent directors, with one acting as the
non-executive chairman. Five proprietary directors will be
appointed, with four recommended by Hines SC and one by Grupo Lar
Retail. This strategy preserves the current corporate governance
framework. Although the structure implies continuity, Fitch has
excluded the previous asset rotation plan from its forecasts,
pending further updates once the new board assumes control. All
other assumptions for its projections are mostly unchanged.

Dominant Catchment Stability: Lar España's assets demonstrate
sustained dominance within their catchment areas, as reflected in a
strong 2023 operational performance. Tenants' brand sales grew by
8% on a like-for-like basis, contributing to a 16% year-on-year
increase in like-for-like gross rental income, with 7% attributed
to indexation. The momentum continued into 1H24, with a 6.6%
like-for-like increase in gross rental income, despite lower
inflation. This growth was bolstered by a 4.9% rise in tenants'
sales, driven by notable performances in fashion, and health and
beauty.

High Occupancy Rate:The strategic locations of its retail assets
are also reflected in their average occupancy rate of 96% at 1H24
(end-2023: 97%). Gran Via de Vigo recorded a high 2023 occupancy
rate of 98%, despite the introduction of the competing Vialia
shopping centre within its catchment area. Proactive leasing
strategies and investment of about EUR5 million in refurbishment
and repositioning underscore stable demand. Higher rents and
limited capex needs across the rest of the portfolio, despite
retail challenges such as inflation and rising mortgage rates,
reflect the strong positioning of its sites. The increased
occupancy cost ratio to 10.2% (2022: 9.2%) indicates affordable
rents for tenants.

Omnichannel Approach Increasing Tenants' Sales:The rise in sales
for Lar España's tenants' brands is supported by the
implementation of omnichannel initiatives that improve the number
of customer visits and dwell times. These include Lar España's
discount app, "El Club de los Disfrutones", a newly launched online
sales platform, which has already been implemented at Lagoh, and a
pilot programme designed to facilitate tracking key performance
indicators. This enhances the overall customer experience, and
promotes stronger collaborative partnerships with tenants.

Derivation Summary

At end-2023, Lar España's portfolio was valued at EUR1.3 billion,
with 12 retail assets primarily anchored by grocery stores,
enhanced by food and leisure amenities. The average property size
of 40,000 sqm surpasses that of Castellana Properties Socimi, S.A.
(BBB-/Positive; EUR1.0 billion, 20,000 sqm) and IGD SIIQ S.p.A.
(BBB-/Stable; EUR2.1 billion, 25,000 sqm), even though IGD has a
larger total portfolio.

Lar España's focus on regional convenience-led retail properties
has been resilient against economic challenges like inflation and
rising mortgage rates, significant in Spain due to prevalent
floating-rate mortgages. In 2023, its portfolio achieved strong
rental collections and operational metrics, exceeding pre-pandemic
levels, aided by slower e-commerce growth in Spain, with major
tenant Mercadona reporting only 2% online sales.

Lar España's active management strategy involves re-leasing,
refurbishment, and repositioning to meet changing demands,
supported by moderate capex and increased footfall, leveraging
grocery visits to boost site dominance. Along with affordable rents
(OCRs about 10%), this strategy distinguishes Lar España from
operators with city-centre shopping centres like
Unibail-Rodamco-Westfield SE (BBB+/Stable), Klepierre SA
(BBB+/Stable), and Hammerson plc (BBB/Positive), which face more
competition and higher e-commerce exposure.

NewRiver REIT plc (BBB/Stable) has a convenience-led portfolio with
non-prime assets yielding 7.4%, leading to a lower net debt/EBITDA
threshold. In contrast, Castellana Properties and IGD maintain net
debt/EBITDA of 8x-9x with yields of 5%-6%. Larger, diversified
groups like Hammerson and Unibail have higher debt capacity, with
Unibail's net debt/EBITDA at 9.5x-10.5x for its 'BBB+' rating and
Hammerson at 8.5x-9.5x for its 'BBB'.

Key Assumptions

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

- Lease expiries averaging 20% of rent per year, re-leased at the
previous passing rent plus 2% on average (excluding CPI uplift),
for 2024-2027

- Annual CPI during 2024-2027 averaging 2%

- Total dividends of EUR353 million raised in 2025

- Capex allocations mostly for maintenance

- No disposals or acquisitions during 2024-2027

- Target LTV around 60%-65%

RATING SENSITIVITIES

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

- Net debt/EBITDA above 12x

- Net interest cover ratio below 1.3x

- Silo-ed secured funding which constrains cash circulation within
the group

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

- Net debt/EBITDA below 10x

- Net interest cover ratio above 1.5x

- Continued record of positive lfl rental income growth on a
portfolio basis

- Continued record of positive rental renewals upon expiries

Liquidity and Debt Structure

Lar España has lower liquidity after the take-private bid. It
plans a two-tranche repayment of its EUR651 million gross debt. By
end-2024, a syndicate bank loan will cover the full amount two-year
tenor, extendable to three years with two six-month options, fixed
at 3.5% facilitating the prepayment of EUR581 million in bonds that
have a change of control clause.

The loan will remain unsecured for the first 24 months from
signing, after which 75% of the loan will be secured, progressing
to 100% secured after 30 months. The remaining EUR70 million EIB
debt will be settled in January 2025, temporarily increasing gross
debt to EUR721 million by end-2024. In February 2025, a second
tranche of EUR139 million will be financed, stabilising the final
debt at EUR790 million after the EIB repayment.

The company plans to raise two dividends payable to the Helios
Bidco: EUR214 million in February 2025 and EUR139 million around
February-March 2025, totalling EUR353 million. These dividends will
repay equity bridge financing at the Bidco level, significantly
reducing available cash by end-2025. However, with the extendable
options, Lar España could defer debt maturities to 2027.

Issuer Profile

Lar España is an all-retail Spanish real estate SOCIMI
(REIT-equivalent status) with a portfolio of nine regional shopping
centres and three retail parks totalling EUR1.3 billion in value at
end-December 2023.

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
   -----------              ------         --------   -----
Lar Espana Real
Estate SOCIMI, S.A.   LT IDR BB- Downgrade            BBB

   senior unsecured   LT     BB- Downgrade   RR4      BBB

TDA 26-MIXTO: Fitch Affirms 'CCCsf' Ratings on Two Notes
--------------------------------------------------------
Fitch Ratings has upgraded Caixa Penedes 1 TDA, FTA's notes and
affirmed TDA 26-Mixto, FTA - Series 1 and TDA 26-Mixto, FTA -
Series 2's notes. Fitch has also removed all 10 tranches from Under
Criteria Observation (UCO).

   Entity/Debt                     Rating            Prior
   -----------                     ------            -----
TDA 26-Mixto, FTA - Series 1

    Class 1-A2 ES0377953015    LT AAAsf  Affirmed    AAAsf
    Class 1-B ES0377953023     LT AAAsf  Affirmed    AAAsf
    Class 1-C ES0377953031     LT Asf    Affirmed    Asf
    Class 1-D ES0377953049     LT CCCsf  Affirmed    CCCsf

Caixa Penedes 1 TDA, FTA

   Class A ES0313252001        LT AA+sf  Upgrade     A+sf
   Class B ES0313252019        LT AA-sf  Upgrade     A-sf
   Class C ES0313252027        LT A-sf   Upgrade     BBBsf

TDA 26-Mixto, FTA - Series 2

   Class 2-A ES0377953056      LT AA+sf  Affirmed    AA+sf
   Class 2-B ES0377953064      LT Asf    Affirmed    Asf
   Class 2-C ES0377953072      LT CCCsf  Affirmed    CCCsf

Transaction Summary

The transactions comprise residential mortgages serviced by Banco
de Sabadell, S.A. (BBB/Stable/F2), Caixabank, S.A. (A-/Stable/F2)
and Banca March (not rated).

KEY RATING DRIVERS

European RMBS Rating Criteria Updated: The rating actions reflect
the update of Fitch's European RMBS Rating Criteria on 30 October
2024. This adopted a non-indexed current loan-to-value (LTV)
approach to derive the base foreclosure frequency (FF) on the
portfolio, instead of the original LTV approach applied before.
Another relevant change under Fitch's new criteria is the updated
loan level recovery rate cap of 85%, lower than the 100% before.
For TDA 26-2 Fitch still view payment interruption risk (PIR) as
insufficiently mitigated for the 'AAAsf' rating scenario as the
liquidity source is non-dedicated and could be depleted by credit
losses.

For all three transactions, the portfolio credit analysis is driven
by the portfolio loss vector (e.g. 5% at the 'AAA' rating case).
For more information see "Fitch Ratings Updates European RMBS
Rating Criteria; Sets FF and HPD Assumptions" dated 30 October
2024.

Stable Asset Performance Outlook: The rating actions reflect the
transactions' broadly stable asset performance outlook, in line
with its neutral asset performance outlook for eurozone RMBS. The
transactions have a low share of loans in arrears over 90 days
(below 0.5% of the outstanding pool balance as of October 2024
excluding defaults), and the level of gross cumulative defaults
(defined as loans in arrears over 12 months) stands at around 3.6%,
3.5% and 1.4%for Caixa Penedes 1 and TDA 26 series 1 and 2,
respectively, relative to the initial pool balance.

Excessive Counterparty Exposure: The affirmation of TDA 26-1's
class C notes and TDA 26-2's class B notes at 'Asf' with Stable
Outlook reflects the rating cap at the transaction account bank
(TAB) provider's long-term deposit rating (Societé Generale, S.A.;
'A'). The rating cap reflects the excessive counterparty dependency
on the TAB holding the cash reserves. Credit enhancement (CE) held
at the TAB represents more than half the total CE available to
these tranches, and the sudden loss of these funds would imply a
downgrade of 10 or more notches in accordance with Fitch's
criteria.

Caixa Penedes 1 class C notes are also exposed to excessive
counterparty exposure, but the cap is not applicable as the rating
is currently below the TAB provider's long-term deposit rating (BNP
Paribas, S.A,; 'AA-').

Portfolio Risky Attributes: The portfolios carry larger than
average exposures to self-employed borrowers, at around 15%-17% for
the three transactions. Fitch considers these riskier than loans
granted to third-party employed borrowers and are subject to a FF
adjustment of 1.7x in line with Fitch's European RMBS rating
criteria. The portfolios are also exposed to substantial geographic
concentration risk, mainly to the regions of Catalonia (around 98%
of Caixa Penedes 1's portfolio balance), Baleares (around 29% of
TDA 26-1 and 53% of TDA 26-2's portfolio balance) and Canarias
(around 10% of TDA-26-1 and 27% of TDA-26-2's portfolio balance).

Fitch has applied a higher set of rating multiples to the base FF
assumption to the portion of the portfolios that exceeds 2.5x the
population within these regions relative to the total national
population.

Caixa Penedes 1 Partly Unhedged: Caixa Penedes 1 is exposed to open
interest rate risk especially in a rising interest rate scenario,
because the notes pay a floating coupon rate linked to three-month
Euribor, but around 30% of the underlying mortgages pay a fixed
interest rate. The rest of the portfolio pays a floating rate
mainly linked to 12-month Euribor and a hedging arrangement
mitigates basis risk. Fitch views current and projected CE ratios
on the notes sufficient to withstand the cash flow stress
associated with this unhedged portion of the collateral, as
reflected in the rating actions.

Caixa Penedes 1 underwent loan modifications after transaction
closing that introduced interest rate risk. In December 2015, some
floating rate loans switched to fixed rate, which has a negative
impact on the credit profile, and is relevant to the rating in
combination with other factors.

In a 'AAAsf' rating senario, TDA 26-2 remains exposed to PIR in the
event of a servicer disruption, as Fitch deems the available cash
reserve fund insufficient to cover stressed senior fees, net swap
payments and senior note interest due amounts while an alternative
servicer arrangement is being implemented. This assessment takes
into consideration the very low borrower count left in the pool of
around 218, which exposes the transaction to added volatility with
a default of few borrowers as the cash reserve fund can also be
used to cover credit losses. This leads to a cap on the class A
notes' rating at 'AA+sf'.

RATING SENSITIVITIES

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

For the notes that are rated at 'AAAsf, a downgrade of Spain's
Long-Term Issuer Default Rating (IDR) that could decrease the
maximum achievable rating for Spanish structured finance
transactions.

For TDA 26-1's class C notes and TDA 26-2's class B notes, a
downgrade of the TAB's long-term deposit rating could trigger a
downgrade of the notes. This is because the notes' ratings are
capped at the TAB rating given the excessive counterparty risk
exposure.

Caixa Penedes 1's class B notes' rating may be capped and linked to
the deposit rating of the TAB provider if the tranche becomes
excessively exposed to the TAB. This could occur if the share of
total CE for this tranche coming from the reserve fund is more than
50% and modelling the sudden loss of the reserve fund would imply a
downgrade of 10 or more notches as per Fitch's counterparty rating
criteria.

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

Notes rated at 'AAAsf' are rated at the highest level on Fitch's
scale and cannot be upgraded.

Increased CE as the transactions deleverage to fully compensate for
the credit losses and cash flow stresses that are commensurate with
higher rating scenarios.

For TDA 26-1's class C notes and TDA 26-2's class B notes, an
upgrade of TAB's long-term deposit rating could trigger an upgrade
of the notes. This is because the notes' ratings are capped at the
TAB rating given excessive counterparty risk exposure.

For TDA 26-2's class A notes, improved liquidity protection against
PIR.

For Caixa Penedes 1, open interest risk mitigation could lead to
ratings up to the highest level on Fitch's scale.

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

Caixa Penedes 1 TDA, FTA, TDA 26-Mixto, FTA - Series 1, TDA
26-Mixto, FTA - Series 2

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

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

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The ratings on TDA 26-1's class C notes and TDA 26-2's class B
notes are directly linked to the TAB's deposit rating due to
excessive counterparty dependency.

ESG Considerations

Caixa Penedes 1 TDA, FTA has an ESG Relevance Score of '4' for
Transaction & Collateral Structure due to loan modifications after
transaction closing that introduced interest rate risk. In December
2015, some floating rate loans switched to fixed rate, which has a
negative impact on the credit profile, and is relevant to the
rating in conjunction with other factors.

TDA 26-Mixto, FTA - Series 2 has an ESG Relevance Score of '5' for
Transaction & Collateral Structure due to to unmitigated payment
interruption risk which has a negative impact on the credit
profile, and is highly relevant to the rating, resulting in a
change to the rating of at least a one-notch down.

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



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

SUNRISE HOLDING: Fitch Affirms 'BB-' LT IDR, Alters Outlook to Pos.
-------------------------------------------------------------------
Fitch Ratings has revised The Sunrise Holding Group's (Sunrise,
previously UPC) Outlook to Positive from Negative, while affirming
its Long-Term Issuer Default Rating (IDR) at 'BB-'.

The Outlook revision follows the CHF1.2 billion cash received from
Liberty Global group (LG), used for debt repayment of up to CHF1.5
billion, as part of its spin-off from LG group and subsequent
equity listing. Fitch forecasts EBITDA net leverage at 4.6x for
2024, reducing to 4.4x in 2025 and 4.2x in 2026, from 6.0x in
2023.

The Positive Outlook reflects its expectations that Fitch-defined
EBITDA net leverage may decline to below its upgrade threshold in
the next 12-to-24 months. This is based on expectations of
sustained free cash flow (FCF) improvements in line with Sunrise's
guidance. Visibility that leverage will be managed at the mid- to
low-end of its company-defined net debt/EBITDaL target of 3.5x-4.5x
would support a rating upgrade.

Key Rating Drivers

Leverage Reduced: Sunrise has completed its spin-off from LG, which
was accompanied by a CHF1.2 billion cash equity injection that it
has used for debt repayment. The company will also use its FCF to
reduce net debt further by a CHF1.5 billion in 2024. EBITDA net
leverage will fall to 4.6x in 2024 from 6.0x in 2023, and then
below its 4.3x upgrade threshold by 2026, supporting the Positive
Outlook.

Supportive Financial Policy: Further visibility that leverage is
being managed at the mid-to-low end of the company's target would
support a higher rating. Fitch expects leverage to fall further in
2025 and 2026 as Sunrise has publicly committed to using excess FCF
for further deleveraging and keep company-defined net leverage
within 3.5x-4.5x. Its definition of net leverage maps closely to
Fitch-defined EBITDA net leverage calculations a with potential
0.1x-0.2x difference. If leverage is managed around the high end of
the company's net leverage target, this would map more closely to a
'BB-' rating.

Stable Swiss Market: Sunrise is the second largest converged fixed
mobile operator by market share behind the incumbent, Swisscom, and
ahead of challenger, Salt. A well-converged customer base and
high-quality national network provide Sunrise some protection
against customer loss to Salt, but competition will likely limit
average revenue per user (ARPU) growth. Consumers in Switzerland
are typically less sensitive to price than in other European
markets. This makes network quality an important factor in
maintaining market share and reduces the likelihood of aggressive
pricing strategies.

Return to EBITDA Margin Growth: Fitch anticipates challenges that
led to weaker margins - 34.2% in 2023 from 36.6% in 2022 - to have
diminished, with margins stabilising at 34.5% in 2024. In 2023
margins were hit by higher marketing expenses and the
'right-pricing' of legacy UPC customers. Some legacy UPC customers,
who were paying higher prices, have had their rates adjusted to
more closely match the pricing of a similar package offered in the
market.

Further Profitability Growth Expected: Fitch expects Fitch-defined
EBITDA margin to increase towards 36% by 2027 as underlying margins
stabilise. Margins will grow following the Sunrise-UPC
consolidation in 2023 and with 70% of targeted synergies completed
as of end-2023. While a portion of the remaining deal-related cost
savings will unwind in 2024 and 2025, future profitability will
benefit from increases in volumes.

Stable-to-Low Revenue Growth: Fitch expects low single-digit growth
of revenues. While revenue from the main Sunrise brand will likely
be broadly stable, higher growth will be led by the Yallo flanker
brand and the company's B2B business, where it has more
opportunities to gain market share or increase market penetration.

Churn Reduction Key: Stabilisation of churn should support revenue
and EBITDA growth in 2025. ARPU fell 7.1% year-on-year (yoy) in
3Q24 and fixed-line subscriber numbers were down 1% over the same
period. Sunrise has been working on containing customer churn
following its UPC legacy 'right-pricing', which will benefit EBITDA
growth. Churn has slightly decreased as of end-3Q24, as fixed-line
subscribers recovered 0.1% from 2Q24.

Cash-Generative Business Model: Fitch expects pre-dividend FCF
margins at around 10% for 2025-2027. Sunrise expects
company-defined adjusted FCF to increase to above CHF410 million in
the medium term from CHF360 million-CHF370 million in 2024. Fitch's
projections are more conservative but Fitch also expects FCF growth
to be driven by higher EBITDA, lower capex and reduced interest
costs. The company is targeting a progressive dividend/per share
policy and a payout ratio of up to 70% of adjusted FCF as long as
net leverage is within 3.5x-4.5x.

Low Capex Increases Financial Flexibility: High EBITDA margins and
low capex provide Sunrise with strong liquidity and financial
flexibility. Fitch expects capex - excluding costs to capture
synergies - to reduce to 15% of revenue on average in 2026 from 16%
in 2023, which is lower than at peers. This is because Sunrise
already has a national gigabit-capable fixed-line network through
its own coaxial cable network covering 3.3 million homes and fiber
optic wholesale agreements covering the rest of Switzerland.

Derivation Summary

Sunrise's rating is positioned solidly within the leveraged telecom
peer group. Its most immediate peers are domestic competitor
Matterhorn Telecom Holding S.A. (BB-/Stable) and other LG cable
operations - VMED O2 UK Limited (BB-/Negative), Telenet Group
Holding N.V (BB-/Stable) and Virgin Media Ireland Limited
(B+/Stable). VodafoneZiggo Group B.V. (B+/Stable) of the
Netherlands, a joint venture between LG and Vodafone Group Plc
(BBB/Positive), is another benchmark.

With its strong fixed-line and mobile convergence position, Fitch
views Sunrise's profile as closely aligned with that of VMED O2 and
Telenet in competitive positioning on convergence offering and
scale. Compared with Matterhorn Telecom, Sunrise has a higher
leverage capacity at the same rating, given its stronger market
share across fixed and mobile, better service diversification with
less dependency on mobile, and higher FCF.

Key Assumptions

- Revenue to grow 0.6% yoy in 2024, followed by around 0.7%-1% to
2027

- EBITDA margin - excluding costs to capture synergies - to grow to
34.5% in 2024, increasing gradually to 35.8% by 2027

- Capex - excluding integration and synergy costs - at 17%-15% of
revenue for 2024-2027

- Neutral working-capital cash flows

- Dividends of EUR255 million in 2025, EUR300 million in 2026 and
EUR320 million in 2027. Additional cash accumulated to reduce
company-defined net leverage to 3.5x-4.5x

RATING SENSITIVITIES

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

- Fitch-defined net debt/EBITDA consistently above 5.0x

- Cash flow from operations (CFO) less capex / gross debt
consistently at or below 3%

- Deterioration in the performance of the Swiss cable operations,
in particular a permanent loss of broadband customers

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

- A firm commitment by Sunrise to a more conservative financial
policy as manifested, for example, in Fitch-defined net debt/EBITDA
of 4.3x

- Material improvement in operational performance, in particular
reported net customer additions/losses and broadband customer
metrics

- CFO less capex/gross debt to remain consistently above 7.5%

Liquidity and Debt Structure

Following the equity injection and debt repayment, Fitch expects
Sunrise to have around EUR40 million of cash and cash equivalents
for 2024. The company reported a healthy FCF margin - before
shareholder distributions - at around 10% in 2023. Fitch expects
FCF margins - before shareholder distributions - of around 9%-11%
for 2024-2027.

Its liquidity is further supported by long-dated maturities, and as
of end-9M24 the company had access to an EUR720 million RCF
maturing in 2029 and an EUR10 million RCF maturing in 2026. Sunrise
has no debt maturities until 2028. It has also hedged its
floating-rate debt facilities with derivative instruments.

Issuer Profile
Sunrise is a converged cable and mobile operator in Switzerland.

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
   -----------              ------        --------   -----
UPC Broadband
Finco B.V.

   senior secured     LT     BB+ Affirmed   RR2      BB+

UPC Financing
Partnership

   senior secured     LT     BB+ Affirmed   RR2      BB+

The Sunrise
Holding Group         LT IDR BB- Affirmed            BB-

   senior unsecured   LT     B   Affirmed   RR6      B

UPCB Finance VII
Limited

   senior secured     LT     BB+ Affirmed   RR2      BB+

UPC Broadband
Holding B.V.

   senior secured     LT     BB+ Affirmed   RR2      BB+



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

IHS HOLDING: Moody's Withdraws 'B3' Corporate Family Rating
-----------------------------------------------------------
Moody's Ratings has withdrawn all credit ratings of IHS Holding
Limited (IHS), including the B3 corporate family rating, the B3-PD
probability of default rating and the B3 rating of the $940 million
backed senior unsecured notes issued by IHS Netherlands Holdco B.V.
due in 2027 (of which $286 million remain outstanding). The outlook
for both entities prior to the withdrawal was positive.

RATINGS RATIONALE

Moody's have decided to withdraw the rating(s) following a review
of the issuer's request to withdraw its rating(s).

MILLER HOMES: Fitch Puts 'B+' Long-Term IDR on Watch Negative
-------------------------------------------------------------
Fitch Ratings has placed Miller Homes Group (Finco) PLC's 'B+'
Long-Term Issuer Default Rating (IDR) and 'BB-' with a Recovery
Rating of '/RR3' senior secured rating on Rating Watch Negative
(RWN).

The RWNs reflect an increase in Miller Homes' net leverage
following its acquisition of St Modwen Homes Limited. Fitch regards
the acquisition as a good strategic fit, with complementary
product, bringing sites with planning consent in place, and
economies of scale to the enlarged group. The GBP215 million
acquisition will be funded with cash, with GBP75 million paid
up-front and GBP120 million in 30 months. Another GBP20 million is
subject to certain performance targets.

The rating could be downgraded by one notch to reflect levels of
leverage, FCF generation and integration risk. Fitch expects to
resolve the RWN when the transaction closes in 1Q25.

Key Rating Drivers

Opportunistic Acquisition: Miller Homes plans to acquire St Modwen
to enhance its landbank. The acquisition will add 19 live sites,
around 3,500 plots of owned land bank and 6,400 strategic plots. It
will also enable Miller Homes to enter the UK's South West region.
The business will continue to operate under the St Modwen Homes
brand. Miller Homes has 67 live sites and 10,810 plots of owned
land bank at end-September 2024.

Comparable Products: Similar to Miller Homes, St Modwen's products
are standardised affordable single-family homes with an average
selling price (ASP) of around GBP280,000. Miller Homes' products
are typically three- to four-bedroom homes in suburban locations on
the edges of cities and towns. Its ASP in 9M24 was GBP283,000 a
unit, close to the national average house price.

Lower Profitability: The UK housing sector slowdown has affected
Miller Homes' volume completion and profit margins. The company
delivered 2,458 units in 9M24, flat yoy. Its gross profit margin
has been declining since 2021 (25%) to 21.2% in 9M24. The latter is
due to its ASP not rising in line with build cost inflation and
increase in sales to housing associations and private rental
institutions. Fitch expects Miller Homes' volume completion to be
around 4,500 units a year with the addition of St Modwen from 2025
onwards.

Revenue Visibility: Miller Homes' forward sales strategy provides
good revenue visibility. At end-September 2024, its forward sales
were GBP554 million (2023: GBP494 million), of which GBP333 million
are homes where contracts have exchanged. Its September 2024 sales
rate (reservations net of cancellations per sales outlet per week)
was 0.68, an improvement from 0.57 in 2023.

Higher Leverage Expected: The acquisition will reduce Miller Homes'
cash and likely slow its previous deleveraging. Fitch has adjusted
the company's GBP818 million debt at end-September 2024 to include
the GBP120 million due to vendor of St Modwen Homes in mid-2027.
Fitch anticipates the resultant net debt/EBITDA to be 4.1x in 2025,
improving to 3.4x in 2027. Interest cover remains comfortable above
3x.

Under-Supplied UK Housing: The UK housing supply has been
consistently below the government's target of 300,000 new homes a
year. The last time England's housing supply exceeded 300,000 homes
in a year was in 1969. Fitch believes this underpins the solid
demand for housing in the UK but affordability remains hampered by
high mortgage rates.

Derivation Summary

UK housebuilders, Miller Homes, Maison Bidco Limited (IDR:
BB-/Stable; trading as Keepmoat) and The Berkeley Group Holdings
plc (IDR: BBB-/Stable) have similar annual sales volumes of 3,000
to 4,000 units. They are smaller than the UK's largest
housebuilders, such as Barratt, Persimmon or Taylor Wimpey, some of
which deliver more than 10,000 units a year. Berkeley's revenue of
GBP2.6 billion in its financial year to 31 July 2023 is much higher
than Miller Homes' GBP1 billion in 2023 and Keepmoat's GBP778
million in its financial year to 31 October 2023.

Both Miller Homes and Keepmoat focus on building standardised,
single-family homes outside of London. Keepmoat's ASP of GBP207,000
in its FY23 is lower than Miller Homes' ASP of GBP288,000,
reflecting its partnership-focused business model. Berkeley targets
different markets and product offerings. Berkeley's ASP is much
higher, at GBP608,000 in FY23 due to the location of its projects
and higher-end products.

Spanish housebuilders, AEDAS Homes, S.A. and Via Celere Desarrollos
Inmobiliarios, S.A.U. (both rated BB-/Stable with revenues below
EUR1 billion) operate in a more fragmented market. They focus on
the most affluent areas within Spain with products comparable to
Berkeley's.

Key Assumptions

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

- Volume of around 3,500 units in 2024, increasing to around 4,500
units a year following the acquisition of St Modwen Homes;

- ASP of around GBP280,000 per unit in 2024 increasing by 2% a
year;

- Gross profit margin of around 20%-22%;

- No dividend payments;

- Change in net working capital at around 4% of revenue.

Recovery Analysis

Fitch has not updated the Recovery Rating for the acquisition of
Modwen because this level of financial information is not yet
available.

Miller Homes' key assets are its trade receivables and inventory
(land and development work in progress). Fitch used an 80% advance
rate for the group's receivables and inventories. Together with the
two bonds outstanding, Fitch has assumed a full drawdown of its
GBP194 million super-senior secured revolving credit facility
(RCF), which remains undrawn to date. As at April 2024 this
resulted in a recovery estimate of 51% and a senior secured rating
of 'BB-'/'RR3'.

RATING SENSITIVITIES

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

- Net debt/EBITDA above 3.5x on a sustained basis;

- Order book/development WIP materially below 100% on a sustained
basis;

- Extraction of dividends that would lead to a material reduction
in FCF generation and slower deleveraging.

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

- An upgrade is unlikely, given the RWN.

Liquidity and Debt Structure

Miller Homes had a healthy cash balance of GBP178 million at
end-September 2024. Fitch expects its cash to decline in 2025
following the initial payment of GBP75 million for the St Modwen
acquisition. Combined with its undrawn GBP194 million super-senior
secured RCF maturing in September 2027 and no near-term debt
maturities, Fitch expects Miller Homes' liquidity position to
remain comfortable.

The group's EUR465 million senior secured floating-rate notes
mature in May 2028, while its GBP425 million senior secured
fixed-rate notes mature in May 2029. Miller Homes hedges its
foreign exchange exposure from its euro-denominated debt, but not
its variable-rate debt.

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
   -----------              ------               --------   -----
Miller Homes Group
(Finco) PLC           LT IDR B+  Rating Watch On            B+

   senior secured     LT     BB- Rating Watch On   RR3      BB-


                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *