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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

          Monday, April 7, 2025, Vol. 26, No. 69

                           Headlines



E S T O N I A

EESTI ENERGIA: S&P Alters Outlook to Negative, Affirms 'BB+' ICR


F R A N C E

BABILOU FAMILY: S&P Downgrades ICR to 'CCC+', Outlook Stable
BANIJAY SAS: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
FCT PONANT 1: DBRS Finalizes BB(low) Rating on Class F Notes


G E R M A N Y

FORTUNA CONSUMER 2025-1: DBRS Gives Prov. BB Rating to E Notes


G R E E C E

ALPHA BANK: Fitch Hikes Long-Term IDR to 'BB+', Outlook Positive
PIRAEUS BANK: Fitch Hikes Long-Term IDR to 'BB+', Outlook Positive


I T A L Y

OMNIA TECHNOLOGIES: S&P Assigns 'B' LT ICR, Outlook Stable
SUNRISE SPV 95: DBRS Confirms BB(high) Rating on E Notes


L U X E M B O U R G

AMORICA LUX: Fitch Assigns 'B-' Long-Term IDR, Outlook Stable
ARDAGH GROUP: Fitch Lowers IDR to 'CCC-' & Puts on Watch Negative
ARDAGH METAL: Fitch Puts 'B-' Long-Term IDR on Watch Evolving
KLEOPATRA HOLDINGS: S&P Lowers LT ICR to 'CC', Outlook Negative


N E T H E R L A N D S

ENSTALL GROUP: S&P Lowers ICR to 'CCC+', On CreditWatch Negative
MAXEDA DIY: Fitch Affirms 'B-' LT IDR Following Criteria Update


S P A I N

SANTANDER CONSUMO 6: DBRS Keeps E Notes' 'BB' Rating Under Review


S W I T Z E R L A N D

ARK HOLDING: Moody's Affirms 'B2' CFR, Outlook Remains Stable


U N I T E D   K I N G D O M

ADAM CARPETS: Leonard Curtis Named as Joint Administrators
AZURE FINANCE 3: DBRS Confirms B(low) Rating on X Notes
MILLER HOMES: Moody's Affirms 'B1' CFR & Alters Outlook to Stable
MILLER HOMES: Moody's Rates New EUR475MM Senior Secured Notes 'B1'
NEWDAY FUNDING 2022-1: DBRS Hikes Class F Notes Rating to BB

NEWDAY FUNDING 2025-1: DBRS Gives Prov. BB Rating to F Notes
REDSTONE TRAINING: Begbies Traynor Named as Administrators
SAVOY PROJECTS: RSM UK Named as Joint Administrators
SMART PROPERTY: Quantuma Advisory Named as Administrators
TAURUS 2021-4: DBRS Confirms BB(low) Rating on F Notes

UK LOGISTICS 2025-1: DBRS Gives Prov. BB Rating to F Notes

                           - - - - -


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E S T O N I A
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EESTI ENERGIA: S&P Alters Outlook to Negative, Affirms 'BB+' ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Eesti Energia AS to
negative from stable and affirmed the 'BB+' issuer credit rating
and the 'B' junior subordinated rating on the EUR400 million hybrid
instrument.

The negative outlook indicates S&P could lower the rating if funds
from operations (FFO) to debt did not recover to above 19% by 2026,
from our estimate of 17% in 2025.

The outlook revision reflects deterioration in Eesti Energia's
credit metrics due to the announced takeover of Enefit Green, which
it will fund with cash and debt. Specifically, the company expects
to finance the transaction with cash and issuance of a new bond.
S&P said, "We estimate Eesti Energia's S&P Global Ratings-adjusted
FFO to debt will decrease to 17% in 2025 due to the EUR205 million
takeover bid for Enefit Green and based on our assumption of no
dividends distributed this year. In addition, we expect the company
will only gradually deleverage to close to 19% in 2026, depending
largely on EBITDA improvements coming from its more integrated
group structure and the delisting of the Enefit Green subsidiary."
This is absent any unexpected major integration missteps or other
business disruptions.

S&P said, "We understand the delisting of Enefit Green could
improve the competitiveness of Eesti Energia and its ability to
hedge its retail and generation exposures. The termination of power
purchase agreements between Enefit Green and Eesti Energia's retail
subsidiary, as well as more efficient trading between the group
entities and its dispatchable and flexible power generation fleets,
could enhance its profitability. We will monitor risk management
and improvement of hedges throughout the group as we consider the
EBITDA as volatile and difficult to predict due to its large
exposure to market prices in Estonia and neighboring countries.

"We expect investments to roughly halve in 2025 year on year and
halve again in 2026, with limited new projects at Enefit Green.
Large projects like the new Enefit 280-2 oil production plant will
be completed in 2025, and we now expect that, in order to protect
leverage, the company will cut uncommitted growth capital
expenditure (capex) related to renewable projects from 2025. This
also reflects challenges in developing renewable projects because
their rates of return are too low based only on merchant prices.
Although protecting any further debt increase, the postponement of
capex would keep the group from achieving its decarbonization
targets and renewable EBITDA growth after 2028.

"We continue to assess management and governance as moderately
negative, now with a one-notch impact, based on company complexity,
risk management and significant strategic shifts. We believe
management of regulatory, market price, and volume risks is
consistent with our updated view. This leads to relatively higher
volatility in profitability and difficulty in predicting future
cash flow generation compared with its closest peers. In addition,
we will monitor reputational risks from strategy changes and
communication consistency--depending notably on profitability
improvements--and any impact on Eesti Energia's ease of funding.

"The moderately negative management and governance is currently
offset by a positive comparable rating analysis modifier which
reflects expectations of credit metrics at the better end of the
aggressive financial risk profile, using the standard volatility
table under our criteria.

"We expect the likelihood of support from the Estonian government
to remain moderately high as the company is at the forefront of
national energy objectives. We do not include a capital injection
or dividend cuts in our base case as we believe such support from
the Estonian state is uncertain and could fund additional capex."
S&P continues to assess the likelihood of extraordinary government
support to Eesti Energia as moderately high, based on its
assessment of the company's:

-- Strong link with the Estonian government, which owns 100% of
Eesti Energia, with no expected change.

-- Important role for the government, given that Eesti Energia's
operations are strongly aligned with the government's interests, in
particular ensuring that Estonia is self-sufficient in
electricity.

S&P said, "The negative outlook reflects our expectation that in
2025 Eesti Energia's FFO to debt will weaken below 19% before
recovering to that level, or very close, in 2026. This is because
we expect the EBITDA improvements from delisting Enefit Green will
only be gradual while the transaction will increase net debt by
EUR205 million in 2025. We expect a dividend cut in 2025 and
resumed dividend distribution to the Estonian state from 2026."

S&P could lower the rating if Eesti Energia's operating and
financial performance does not improve so that FFO to debt does not
recover to 19% in 2026. This could arise from:

-- Power prices decreasing below EUR70 per megawatt hour(/MWh) in
2025-2027, leading to weaker generation earnings on
merchant-exposed production as hedges are rolled over;

-- Low power production on renewables and thermal units;

-- Squeezed retail margins; and

-- Increased investment or cost overruns--absent sufficient
remedial measures like subsidies, proceeds from disposals, or
dividend cuts.
S&P could also downgrade Eesti Energia if the volatility of its
cash flow generation increases, notably alongside:

-- Material decreases in regulated networks' EBITDA contribution,
for example from adverse regulatory decisions;

-- Delays in phasing out highly polluting oil shale plants with
absence of supportive remuneration.

Weakening liquidity and any issues with covenant waivers could also
pressure the rating. However, this is not S&P's current base-case
expectation.

S&P could revise the outlook to stable on Eesti Energia if FFO to
debt stabilizes above 19%, provided the business position does not
weaken.

This would most likely result from:

-- Stronger operating results due to higher Estonian area power
prices, operating efficiencies for power generation, or positive
revisions to the regulatory framework for electricity distribution;
or

-- Ongoing government support, for example in the form of dividend
cuts or capital injections.

S&P could also revise the outlook to stable if FFO to debt
stabilizes above 19% and Eesti Energia's cash flow volatility
materially decreases based on:

-- A higher share of earnings from regulated network activities;

-- Capacity market mechanism, ensuring the continuity of supply
during peak periods, on strategic reserve thermal plants; and

-- Lower market price exposure with renewable generation contracts
representing the bulk of cash flows.

Finally, should S&P perceives a higher likelihood of extraordinary
support from the Estonian state, for example with guarantees on
Eesti Energia's debt or material equity injections, it could revise
the outlook to stable.




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

BABILOU FAMILY: S&P Downgrades ICR to 'CCC+', Outlook Stable
------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
international childcare provider Babilou Family SAS, and its issue
ratings on the company's term loan, to 'CCC+' from 'B-'. The
recovery rating on the loan is unchanged at '3', indicating
recovery prospects of about 50%-70% (rounded estimate 60%) in the
event of default.

The stable outlook indicates that Babilou's credit metrics and cash
flow generation are forecast to gradually improve over 2025, and
S&P expects liquidity to remain tight, but sufficient to cover the
group's short-term needs.

Babilou's operating performance materially weakened during 2024 and
S&P Global Ratings anticipates that its credit metrics will
deteriorate significantly. The group increased its revenue to about
EUR913 million in 2024, up 5.5% compared with 2023, mainly through
acquisitions and the ramp-up of greenfield centers. That said,
management reported EBITDA of EUR96.2 million, 32% below the
budgeted level and 25% below previous year. The group's staffing
problems have intensified, causing the salary base to increase and
the company to make greater use of expensive interim staff to
reduce the vacancy rate and enhance occupancy. S&P said, "As a
result, we expect the group's S&P Global Ratings-adjusted EBITDA to
fall to about EUR173 million in 2024 from EUR201 million in 2023
(audited accounts not available yet). In 2024, the group continued
to pursue its organic growth strategy and closed some bolt-on
acquisitions by drawing on its revolving credit facility (RCF). The
total amount drawn in 2024 rose to about EUR63 million, which
weighs on Babilou's credit metrics. We forecast that adjusted
leverage rose to 7.1x in 2024 (12x in gross financial terms), from
5.7x in 2023 (7.7x). The group also invested in greenfield
expansion during 2024 with higher capital expenditure, causing us
to forecast FOCF after leases of about minus EUR47 million in 2024;
it had been neutral-to-slightly positive in 2023."

S&P said, "Although we predict that operating performance will
gradually improve during 2025 and 2026, we consider Babilou's
capital structure to be unsustainable. Under our base-case
projections, annual revenue and EBITDA will show modest growth,
largely because the company is restructuring operations at its
headquarters, and should benefit from price alignment with the
market. We understand the commercial initiatives have already
enabled Babilou to win more business-to-business contracts since
the beginning of the year. A more-pronounced improvement is likely
from September on, as the subscription cycle restarts. This
supports our view that Babilou will only be able to show a more
pronounced improvement in the last quarter of the year, given that
most of its contracts are signed for September. Taking this into
consideration, we forecast a small rise in revenue, to EUR935
million-EUR945 million in 2025, and that adjusted EBITDA will reach
EUR185 million-EUR195 million. These figures indicate that credit
metrics will remain subdued in 2025, with adjusted leverage of
6.5x-7.0x (about 10x in gross financial terms) and FOCF after
leases remaining negative by about EUR25 million. Given the
company's high debt burden and persistent FOCF deficit, we view
Babilou's capital structure as unsustainable and dependent upon
favorable business, financial, and economic conditions."

Babilou's liquidity position is also under increasing pressure.
Available liquidity, as of Jan. 1, 2025, included EUR13.1 million
of cash on balance sheet; the undrawn portion of the EUR112 million
RCF, that is, about EUR49 million; and some uncommitted bank lines.
Although our forecast indicates that cash flow generation will be
negative, S&P believes Babilou's liquidity should still be
sufficient to service its financial commitments this year, assuming
the group curbs its growth investments and acquisitions. However,
the company will become increasingly reliant on its RCF and will
have very limited ability to absorb any further underperformance.
Nonetheless, Babilou passed its covenant test at the end of 2024
and, because the company's next debt maturity is in 2030 (both the
term loan B and the RCF), it is not exposed to short-term
refinancing risks.

S&P said, "The stable outlook is underpinned by our view that,
although we consider the current capital structure to be
unsustainable, Babilou will be able to gradually restore its
operating performance this year by restructuring operations to
increase occupancy and the commercialization rate (that is, the
signing of business-to-business contracts), while mitigating staff
expenses. We expect leverage and FOCF after leases to improve to
some degree in 2025 and that liquidity will remain tight, but
sufficient to cover the group's short-term needs.

"We could lower the ratings if Babilou's liquidity position weakens
further due to higher-than-expected consumption of FOCF after
leases, such that we see an increased likelihood of an event of
default, such as an unmitigated liquidity crisis or covenant
breach, within the next 12 months. In addition, we would likely
view any debt buyback or exchange offer as a distressed
transaction, if it were executed at well below the nominal value of
the loans, given the elevated leverage and expected negative FOCF
after leases.

"We could raise the ratings if Babilou improves its FOCF after
leases substantially, on a sustainable basis, while demonstrating
its ability to reduce leverage to a level at which we would view
its capital structure as sustainable. An upgrade would also be
contingent on Babilou's ability to restore and maintain an adequate
liquidity."


BANIJAY SAS: Fitch Affirms 'B+' Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has affirmed Banijay SAS's Long-Term Issuer Default
Rating (IDR) at 'B+' with a Stable Outlook. Fitch has also assigned
its EUR400 million term loan B (TLB) a final rating of 'BB-' and
affirmed its other senior secured debt at 'BB-'. The Recovery
Rating is 'RR3'.

The IDR reflects its consideration of Banijay Group NV as a
stronger parent and Banijay as a weaker subsidiary, resulting in a
bottom-up assessment with a single-notch uplift from Banijay's
Standalone Credit Profile (SCP) of 'b'.

Banijay's SCP balances its high leverage against its strong market
position and good revenue and earnings visibility. Its focus on
high-quality unscripted content supports strong operating cash
flow, with lower working capital and capex requirements. However,
this is offset by high interest payments weakening interest
coverage and Fitch-defined pre-dividend free cash flow (FCF).

Key Rating Drivers

High Leverage: Banijay's Fitch-defined net leverage was 5.6x at
end-2024. Fitch expects leverage to rise moderately to 5.9x in 2025
before gradually trending towards 5.5x, driven by EBITDA growth.
Future equity raised at Banijay Group could result in shareholder
funds being injected into Banijay, potentially supporting leverage
reduction. Otherwise, the leverage trajectory will depend on its
operating performance and capital allocation policy.

Stable Earnings: Fitch forecasts low single-digit revenue growth
and an EBITDA margin of 12% for 2025-2028, slightly down from 12.7%
in 2024. This reflects stable demand for unscripted content, a
higher contribution from scripted content to 27% of production and
distribution revenue in 2025, and a lower share of distribution
revenues. The cost-plus model for unscripted content limits
downside production risk. While earnings are resilient, Fitch sees
long-term risks from increased contributions from live events,
where revenue visibility is weaker and earnings more volatile.

Strong Operating Cashflow, Weak FCF: Fairly low and stable cash
working capital and modest non-discretionary capex allow the
company to generate healthy and stable operating cashflow. A
significant portion of cash flow is used to service cash interest
expenses and make dividend payments to its parent, resulting in
Fitch-defined FCF after dividends of less than 1%. However, Banijay
has some flexibility to reduce dividends, if needed, as Banijay
Group itself has no debt. However, rating pressure may result if
FCF turns negative, combined with weaker interest coverage.

Secular Shifts Manageable: Banijay is supported by growth in demand
for content from streaming platforms including free ad-supported
channels, as traditional linear broadcast declines.
Direct-to-consumer providers now account for 23% of its production
and distribution revenues and are increasingly important consumers
of non-scripted content, driven by the need to manage subscriber
retention and profitability. Banijay's local content is well suited
for broadcasters facing local content regulation while hit shows
travel globally in multiple formats. Banijay also benefits from an
extensive catalogue offering fairly cost-effective content.

Cautious Outlook on FTA: Revenues across the industry were hit by
reduced demand due to the US writers and actors strike and
weaker-than-expected demand from free-to-air broadcasters (FTA).
Fitch expects some catch-up in revenues in 2025 because of delayed
deliveries but remain cautious on demand from FTA broadcasters with
fewer major global sporting events and continued economic
uncertainty. Fitch believes predicting advertising trends in linear
TV will become increasingly difficult due to their greater
correlation with major events, which introduces volatility.
Therefore, diversification across delivery platforms remains
critical.

Opportunities with AI: Fitch sees opportunities for content
producers to identify new revenue sources and cost efficiencies
from developments in automation and artificial intelligence.
Applications include post-production editing, data analysis, and
curated content production. Streamlining manual and time-consuming
processes offers an immediate opportunity, whereas high-quality
content generation is likely to unfold over time. However, to
benefit from cost efficiencies, Fitch expects Banijay to retain a
portion of any savings being realised.

Possible M&A Focus Shift: Banijay has been highly acquisitive in
recent years with M&A targeted towards diversifying revenue streams
to allied media segments and expanding bolt-on production
capabilities. While Banijay will remain opportunistic in these
areas, Fitch believes there will be also be a greater focus on
acquiring talent and intellectual property to enhance quality and
reach, with global content production broadly supporting the
current level of demand. Nevertheless, Fitch does not rule out the
possibility of opportunistic bolt-on or transformative M&A with a
funding mix of debt and equity.

PSL Approach: Under the Parent-Subsidiary Linkage (PSL) Criteria,
Fitch assesses legal and operational incentives for Banijay Group
to support Banijay as 'Low' with no operational overlap between the
parent and subsidiary. There are no cross defaults or guarantees
between either entity. Fitch views strategic incentives to support
as 'Medium', as Banijay represents around 58% of Banijay Group's
consolidated EBITDA, and are underlined by the partial equitisation
of the shareholder loan from Banijay Group. This assessment leads
to an overall bottom-up approach where Banijay's 'B+' IDR is
notched up once from its 'b' SCP.

Stronger Parent/Weaker Subsidiary: Fitch views the consolidated
business profile of Banijay Group as broadly corresponding to the
low end of the 'bb' range. Banijay Group's larger scale and
business diversification is partly constrained by material
regulatory oversight at Banijay Gaming. However, the consolidated
profile benefits from a stronger financial structure and financial
flexibility. In its view, Banijay's deleveraging is sensitive to
the parent's dividend policy. Banijay Group's financial policy aims
for below 3.0x group-defined net debt/EBITDA in the medium term.

Peer Analysis

Banijay's direct peers include Mediawan Holding SAS (Mediawan;
B/Stable), Lions Gate Entertainment Corp. (Lions gate; B-/Stable),
and All3Media, as well as integrated media businesses ITV Studios,
which is part of ITV plc (BBB-/Stable), and Fremantle Limited,
which is part of RTL Group.

Banijay benefits from a larger scale, better geographic
diversification and tailored local content with a greater
proportion of non-scripted content than its studio peers,
supporting lower operating volatility and stable cash flow. Lions
Gate has higher hits-driven volatility from its film business and
higher leverage. Mediawan has a smaller scale and higher share of
scripted content. Its leverage thresholds are set lower than
Banijay at the same SCP.

ITV Studios is comparable to Banijay although it produces a higher
share of scripted content. The wider group has weaker geographic
diversification and is directly exposed to secular challenges in
linear broadcasting. This is balanced by a strong market position
in the UK as a vertically integrated public service broadcaster,
stronger financial flexibility, and significantly lower leverage.

Fitch views Banijay's business profile as stronger than the
Spanish-based sports and media entertainment group Subcalidora 1
S.a.r.l. (Mediapro, B/Stable) and mobile games developer Stan
Holding SAS (Voodoo, B/RWN). Voodoo benefits from higher revenue
growth prospects, supported by strong demand for casual games.
However, this is offset by its direct exposure to advertising and
hits-driven volatility, and recent M&A affecting profitability and
cash flow. Mediapro has a strong presence in Spain but limited
diversification, contract concentration, and weaker FCF. This is
balanced by its lower leverage.

Key Assumptions

- Revenue growth of 7% in 2025, reflecting catch-up revenue from
2024, followed by 3% in 2026-2028

- Fitch-defined EBITDA margin at 12% in 2025-28 (Fitch adjusts for
leases and around EUR30 million of recurring outflows related to
staff incentive programmes, restructuring costs, and EUR20 million
dividends to non-controlling interests)

- Working-capital outflows at below 1% of revenue in 2025-2028

- Capex at 2% in 2025-2028

- Common dividends of around EUR55 million per year from 2024
onwards

- Bolt-on M&A of EUR10 million-EUR15 million per year excluding
earn-outs

Recovery Analysis

Fitch assumes Banijay would be reorganised as a going concern (GC)
in distress or bankruptcy rather than liquidated.
Post-restructuring EBITDA is estimated at EUR337 million (including
acquired EBITDA), in the event of weaker demand for non-scripted
formats and increasing price pressures. A distressed enterprise
value multiple of 6.0x is applied to GC EBITDA to calculate a
post-restructuring valuation.

Fitch deducts 10% for administrative claims before allocating an
enterprise value of EUR1.7 billion according to the liability
waterfall.

Fitch first deducts EUR149 million of value derived from EUR170
million of factoring, after applying a haircut, and EUR175 million
of local facilities ranking prior to Banijay's senior secured debt.
Fitch expects its EUR170 million revolving credit facility (RCF) to
be fully drawn in a default, ranking equally with its senior
secured notes and term loans. Based on current metrics and
assumptions, the waterfall analysis generates a 'BB-'/'RR3'.

RATING SENSITIVITIES

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

- EBITDA net leverage above 6.0x and EBITDA leverage above 6.5x on
a sustained basis

- EBITDA interest coverage consistently below 2.6x

- Weakening FCF towards break-even or negative territory

- Deterioration of EBITDA because of failure to renew leading
shows, increase in competition, or inability to control costs

- Weaker linkages between Banijay Group and Banijay, with reduced
incentives to support Banijay

- An overall weaker consolidated credit profile of Banijay Group,
so that the parent's consolidated credit profile is no longer
stronger than Banijay's SCP

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

- EBITDA net leverage below 5.0x and EBITDA leverage below 5.5x on
a sustained basis, together with visibility on the use of its large
cash balance will be a key consideration for an upgrade

- Continued growth of EBITDA and FCF, with continued demand for
non-scripted and scripted content without significant increase in
competitive pressure

- Stronger legal, strategic or operational incentives for Banijay
Group to support Banijay

- EBITDA interest cover sustained above 3.3x

- Low single-digit FCF margins on a sustained basis

Liquidity and Debt Structure

Banijay had cash and cash equivalents of EUR272 million at
end-2024. In addition, Banijay has access to an undrawn EUR170
million RCF. Fitch forecasts mildly positive FCF post-dividends in
2025-2028, which, combined with its cash balance, provides
satisfactory liquidity for working-capital requirements, earn-outs
and M&A opportunities.

Following the repayment of the unsecured notes in March 2025, the
next debt maturity will be in March 2028, when its senior secured
term loans mature.

Issuer Profile

Banijay is the largest independent content producer and distributor
globally. It is home to over 130 production companies across 21
territories, and with a multi-genre catalogue boasting over 200,000
hours of original programming.

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
   -----------            ------          --------   -----
Banijay
Entertainment SAS

   senior secured   LT     BB- Affirmed     RR3      BB-

   senior secured   LT     BB- New Rating   RR3      BB-(EXP)

Banijay S.A.S.      LT IDR B+  Affirmed              B+

Banijay Group US
Holding, Inc.

   senior secured   LT     BB- Affirmed     RR3      BB-

FCT PONANT 1: DBRS Finalizes BB(low) Rating on Class F Notes
------------------------------------------------------------
DBRS Ratings GmbH finalized its provisional credit ratings on the
notes (the Rated Notes) issued by FCT Ponant 1 (the Issuer):

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

The credit rating assigned to the Class C, Class D, Class E and
Class F Notes differ from the provisional credit ratings previously
assigned of A (sf), BBB (low) (sf), BB (sf) and B (high) (sf),
respectively, due to the lower final spreads of the Notes, which
resulted in higher excess spread and improved the results of the
analysis conducted by Morningstar DBRS upon the finalization of its
provisional credit ratings.

Morningstar DBRS does not rate the Class G Notes (collectively with
the Rated Notes, the Notes) also issued in this transaction.

The credit rating of the Class A Notes addresses the timely payment
of scheduled interest and the ultimate repayment of principal by
the final maturity date. The credit ratings of the Class B Notes,
Class C Notes, Class D Notes, Class E Notes, and the Class F Notes
address the ultimate payment of interest (timely when most senior)
and the ultimate repayment of principal by the final maturity
date.

The securitization transaction constitutes the issuance of notes
backed by a portfolio of approximately EUR 320 million worth of
fixed lease receivable instalments and their ancillary rights
(excluding the residual value component), related to equipment
lease contracts granted by Leasecom (the Seller) mainly to small
and medium-sized enterprises (SMEs) in France. Leasecom (the
Servicer) also services the portfolio.

CREDIT RATING RATIONALE

The credit ratings are based on the following analytical
considerations:

-- The transaction's structure, including form and sufficiency of
available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued;

-- The credit quality of the collateral, historical and projected
performance of Leasecom's portfolio, and Morningstar DBRS'
projected performance under various stress scenarios;

-- An operational risk review of Leasecom's capabilities with
regard to its originations, underwriting, servicing, and financial
strength;

-- An operational risk review of Interpath's (the Back-Up
Servicer) capabilities with regard to its monitoring, servicing,
and financial strength as Back-up Servicer;

-- The transaction parties' financial strength with regard to
their respective roles;

-- Morningstar DBRS' long-term sovereign credit rating on the
Republic of France, currently at AA (high) with a Stable trend;

-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions".

TRANSACTION STRUCTURE

The transaction is static and its cash flows follow separate
interest and principal waterfalls. Both waterfalls allow for the
fully sequential payment of both interest and principal on the
Notes. Available revenue receipts can be used to cover principal
deficiencies, and, in certain scenarios, principal may be diverted
to pay interest on the Rated Notes. The principal-to-interest
mechanism is designed to cover senior interest shortfalls where
there are insufficient available interest collections to cover
senior expenses and fees as well as interest on the Rated Notes
outstanding. Such principal-to-interest reallocations, along with
any defaults, are recorded on the applicable principal deficiency
ledgers in a reverse-sequential order.

The transaction benefits from a general reserve, fully funded at
the closing date. Amounts standing to the credit of the general
reserve will be available to cover senior expenses and fees and to
pay interest on the most senior class of Rated Notes. The general
reserve is amortizing and funded at closing with an amount equal to
1.3% of the initial balance of the Rated Notes subject to a floor
of EUR 750,000.

The Notes pay floating interest rates based on one-month Euribor,
whereas the portfolio comprises only fixed-rate leases. The
interest rate mismatch risk between the Notes and the portfolio is
mitigated by an interest rate swap agreement.

The weighted-average final portfolio yield is 8.6%.

COUNTERPARTIES

Natixis has been appointed as the Issuer's specially dedicated
account bank for the transaction. Morningstar DBRS privately rates
Natixis S.A. The transaction documents contain downgrade provisions
relating to the specially dedicated account bank that are
consistent with Morningstar DBRS' criteria.

BNP Paribas has been appointed as the Issuer's account bank for the
transaction. Based on Morningstar DBRS' Long-Term Issuer Rating of
AA (low) on BNP Paribas, the downgrade provisions outlined in the
transaction documents and other mitigating factors in the
transaction structure, Morningstar DBRS considers the risk arising
from the exposure to the account bank to be consistent with the
credit ratings assigned to the Rated Notes.

Natixis has been appointed as the hedge counterparty for the
transaction. Morningstar DBRS privately rates Natixis. The hedging
documents contain downgrade provisions that are consistent with
Morningstar DBRS' criteria.

PORTFOLIO ASSUMPTIONS

Morningstar DBRS determined its credit rating based on the
following analytical considerations:

-- The probability of default (PD) for the portfolio was
determined using the historical performance information supplied.
Morningstar DBRS assumed an annualized PD of 3.2% for tangible
asset leases and 5.8% for intangible asset leases, according to
portfolio condition maximum percentage of intangible asset leases
will represent 6.3% of the portfolio balance.

-- The assumed weighted-average life (WAL) of the portfolio is 1.9
years.

-- The recovery rate used is 32.5% at the B (low) (sf) credit
rating level.

Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each class of the Rated Notes are the
related Interest Amounts and Principal.

Notes: All figures are in euros unless otherwise noted.



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

FORTUNA CONSUMER 2025-1: DBRS Gives Prov. BB Rating to E Notes
--------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the
following classes of notes (collectively, the Rated Notes) to be
issued by Fortuna Consumer Loan ABS 2025-1 Designated Activity
Company (the Issuer):

-- Class A Notes at (P) AAA (sf)
-- Class B Notes at (P) AA (sf)
-- Class C Notes at (P) A (sf)
-- Class D Notes at (P) BBB (high) (sf)
-- Class E Notes at (P) BB (sf)
-- Class F Notes at (P) B (high) (sf)
-- Class G Notes at (P) B (high) (sf)

Morningstar DBRS did not assign a provisional credit rating to the
Class X Notes also expected to be issued in this transaction.

The credit ratings of the Class A and Class B Notes address the
timely payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date. The credit ratings of
the Class C, Class D, Class E, Class F and Class G Notes address
the ultimate payment of interest (but timely when as the most
senior class outstanding) and the ultimate repayment of principal
by the legal final maturity date.

CREDIT RATING RATIONALE

Morningstar DBRS' credit ratings of the Rates Notes are based on
the following analytical considerations:

-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cashflow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued

-- The credit quality of auxmoney GmbH's (auxmoney) portfolio, the
diversification of the collateral, its historical performance and
Morningstar DBRS' projected performance under various stress
scenarios

-- Morningstar DBRS' operational risk review of auxmoney's
capabilities regarding origination and underwriting

-- The capabilities of CreditConnect GmbH (CreditConnect)
regarding servicing

-- The transaction parties' financial strength regarding their
respective roles

-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology

-- Morningstar DBRS' long-term sovereign credit rating on the
Federal Republic of Germany, currently AAA with a Stable trend

TRANSACTION STRUCTURE

The transaction is a securitization of fixed-rate, unsecured,
amortizing consumer loans granted to individuals domiciled in
Germany and brokered through auxmoney in co-operation with
Süd-West-Kreditbank Finanzierung GmbH as the nominal originator
and payment services provider. CreditConnect, a fully owned
affiliate of auxmoney, is the servicer.

The transaction has a scheduled revolving period of [12] months
with separate interest and principal waterfalls for the available
distribution amount. After the end of the revolving period, the
Rated Notes (excluding the Class G Notes) will enter into a pro
rata redemption period prior to the occurrence of a sequential
amortization trigger event, for example, when the Class G principal
deficiency ledger (PDL) exceeds 0.25% of the initial principal
balance of the Rated Notes at closing or when the cumulative
default ratio is higher than predetermined thresholds. The pro rata
amortization amounts are based on the percentages of the
outstanding amount of each class of Rated Notes (excluding the
Class G Notes) minus the related class PDL divided by the aggregate
amount. After the breach of a sequential redemption trigger event,
the Rated Notes will be repaid sequentially.

On the other hand, the repayment of the Class G Notes begins
immediately after the transaction closing in the interest priority
of payments in 12 equal instalments, in addition to the
transaction's principal waterfalls after a sequential payment event
occurs.

The transaction benefits from an amortizing liquidity reserve
expected to be fully funded at closing by the Notes' issuance
proceeds. The liquidity reserve target amount is 1.5% of the
outstanding Rated Notes balance, subject to a floor of 0.5% of the
initial principal balance of the Rated Notes, but is only available
to the Issuer in scenarios where the interest and principal
collections are not sufficient to cover the shortfalls in senior
expenses, senior swap payments and non-deferred interest payments
on the Rated Notes.

The principal available funds may be used to cover certain senior
expenses and interest shortfalls that would be recorded in the
transaction's PDL in addition to the defaulted receivables. In
addition, the transaction includes in the interest waterfalls a
mechanism of PDL-debit curing and interest deferral triggers on the
subordinated classes of Notes (excluding the Class G and Class X
Notes), conditional on the PDL debit amount and the seniority of
the Notes.

The transaction is expected to have an interest rate swap to
mitigate the interest rate mismatch risk between the fixed-rate
collateral and the floating-rate Rated Notes. The swap notional
amount is based on a scheduled amount derived from certain
prepayment assumptions on the collateral.

TRANSACTION COUNTERPARTIES

Deutsche Bank AG is the account bank for the transaction.
Morningstar DBRS has a Long-Term Issuer Rating of "A" on Deutsche
Bank, which meets the Morningstar DBRS criteria to act in such
capacity. The transaction documents contain downgrade provisions
largely consistent with Morningstar DBRS' criteria.

BNP Paribas is the interest rate swap provider for the transaction.
Morningstar DBRS has a Long-Term Issuer Rating of AA (low) on BNP
Paribas, which meets the Morningstar DBRS' criteria to act in such
capacity. The transaction documents also contain downgrade
provisions largely consistent with Morningstar DBRS' criteria.

PORTFOLIO ASSUMPTIONS

As the performance history of auxmoney's portfolio continues to
lengthen, Morningstar DBRS updated the expected defaults of some
score classes and constructed the portfolio expected gross default
for this transaction at 9.4% based on the estimated score class
compositions at the end of the scheduled revolving period. On the
other hand, Morningstar DBRS maintained the expected recovery
unchanged at 27.5% or the expected loss given default (LGD) at
72.5%.

Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the Rated Notes are the related
Interest Amounts and the Initial Note Principal Amount.

Morningstar DBRS' credit ratings on the Rated Notes also address
the credit risk associated with the increased rate of interest
applicable to the Rated Notes if the Rated Notes are not redeemed
on the first optional redemption date as defined in and in
accordance with the applicable transaction documents.

NOTES: All figures are in euros unless otherwise noted.



===========
G R E E C E
===========

ALPHA BANK: Fitch Hikes Long-Term IDR to 'BB+', Outlook Positive
----------------------------------------------------------------
Fitch Ratings has upgraded the Long-Term Issuer Default Ratings
(IDRs) of Alpha Services and Holdings S.A. (HoldCo) and Alpha Bank
S.A. (Alpha) to 'BB+' from 'BB'. The Outlooks are Positive.

The upgrades reflect continued improvements in Alpha's standalone
credit profile, including a reduction in the stock of problem
assets (which include non-performing exposures (NPEs) and net
foreclosed assets), improved profitability and sound capital
buffers. The upgrades also reflect Fitch's improved assessment of
Greece's operating environment (OE) to 'bbb-'. Fitch expects the
Greek economy to continue to outperform the eurozone average,
supported by a steady acceleration in investments, moderate
consumption growth and a further fall in unemployment. Paired with
the deployment of the country's Recovery and Resilience Fund, this
should support banks' ability to capture profitable business
opportunities.

The Positive Outlook reflects Fitch's expectation that Alpha's
standalone credit profile will continue strengthening as the bank
maintains good levels of profitability despite lower interest rates
and further reduce the stock of problem assets.

Key Rating Drivers

Franchise, Capital Position: The ratings of Alpha and the HoldCo
reflect that the group is one of four systemically important banks
in Greece. Profitability and asset quality have improved but remain
relatively weaker than domestic peers. Alpha's sound deposit-based
funding and good capitalisation levels are rating strengths.

Supportive Operating Environment: Fitch expects business
opportunities for Greek banks to benefit from resilient economic
growth of 2.4% in 2025 and 1.9% in 2026, driven by real-wage
increases, falling unemployment and solid investments. This should
continue supporting banks' business model sustainability, asset
quality performance, profitability resilience and internal capital
generation.

Systemically Important Domestic Bank: Alpha's business model is
focused on traditional banking activities in the domestic market,
with some diversification in asset management, insurance and
international operations. Business model sustainability has
benefited from the bank's continuous balance-sheet de-risking and
restructuring, although its exposure to legacy problem assets
remains slightly above that of higher-rated domestic peers.

Reduced NPEs; Below-Average Coverage: Alpha's NPE ratio (excluding
retained senior notes of impaired loan securitisations from total
loans) fell to 4.3% at end-2024 (end-2023: 7%), following NPE
disposals and recoveries, although loan loss coverage (end-2024:
about 43%) remains lower than the sector average. Fitch expects the
NPE ratio (excluding senior notes) to reduce below 4% by end-2025,
supported by limited inflows and performing loan growth.

Peak Profitability to Remain Satisfactory: Alpha's operating
profit/risk-weighted assets (RWAs) ratio has structurally improved
due to higher interest rates, cost restructuring and lower, albeit
still high, loan impairment charges. Fitch expects the ratio to
stabilise at close to 3% in the medium term due to continued
cost-saving initiatives, business growth and supportive asset
quality developments, despite lower interest rates.

Satisfactory Capital Buffers, Capital Encumbrance: Alpha's common
equity Tier 1 (CET1) of 16.3% represents satisfactory buffers over
the regulatory requirements. Fitch expects the bank's CET1 ratio to
increase towards 17% by end-2027 as improved earnings generation
will more than offset the impacts of loan growth, increased capital
distributions and upcoming capital regulations. Its assessment also
reflects a material acceleration in the derecognition of deferred
tax credits in the banks' regulatory capital in the next years.

Deposit-Based Funding: The bank's stable and granular deposit base
benefits from large domestic market shares in retail banking.
Market access has improved significantly over the past few years as
Alpha has repeatedly tapped the unsecured debt markets and already
meets its final minimum requirement for own funds and eligible
liabilities (MREL), which will be binding from 30 June 2025.
However, Fitch believes that market access remains sensitive to
investor confidence in the Greek economy and sovereign. Its
assessment also reflects the bank's good liquidity position and
comfortable maturity profile.

Holdco and Opco Ratings Equalised: HoldCo is the parent holding
company of Alpha, the group's main operating company and core bank.
The ratings of the two entities are equalised as Fitch believes
that their risk of default is substantially the same, and that
fungible liquidity is prudently managed at group level and expects
that double leverage will remain below 120%.

Rating Sensitivities

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

A downgrade is unlikely, given the Positive Outlook on the
Long-Term IDR. The Outlook could be revised to Stable if Fitch no
longer expect Alpha to improve its credit profile.

The ratings could be downgraded if there is a material
deterioration in the bank's financial metrics, in particular if the
problem asset ratio (excluding senior notes) increases towards 10%
on a sustained basis, resulting in a material deterioration in
capital and earnings. A material deterioration in the operating
environment would also pressure the bank's ratings.

Fitch will withdraw the ratings of HoldCo upon its merger with the
bank. Fitch does not expect any negative credit implication derived
from this corporate restructuring.

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

An upgrade could derive if the bank maintains a CET1 ratio of above
13% on a sustained basis and the operating profit/RWAs ratio
sustainably above 2%, without a material deterioration in the
bank's risk or funding profile. A reduction of the problem assets
ratio (excluding senior notes) towards 4% with increasing NPE
coverage would also be positive for the ratings.


OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

DEPOSITS

Alpha's long-term deposit rating of is one notch above its
Long-Term IDR because of full depositor preference in Greece and
the fact that Alpha already complies with its final MREL. Deposits
therefore benefit from protection offered by more bank resolution
debt and equity, resulting in a lower probability of default.

The short-term deposit rating of 'F3' is in line with the bank's
'BBB-' long-term deposit rating under Fitch's rating correspondence
table.

GOVERNMENT SUPPORT RATING (GSR)

Alpha's GSR of 'no support' reflects Fitch's view that although
external extraordinary sovereign support is possible, it cannot be
relied on. Senior creditors can no longer expect to receive full
extraordinary support from the sovereign in the event that the bank
becomes non-viable. The EU's Bank Recovery and Resolution Directive
and the Single Resolution Mechanism for eurozone banks provide a
framework for resolving banks that requires senior creditors
participating in losses ahead of a bank receiving sovereign
support.


OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

DEPOSITS

The long-term deposit ratings are primarily sensitive to changes in
the bank's Long-Term IDR, from which they are notched.

The long-term deposit ratings could be upgraded if Alpha's
resolution debt buffer excluding senior preferred debt issued at
the operating company level exceeds 10% of RWAs on a sustained
basis, which Fitch deems unlikely.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

VR ADJUSTMENTS

The earnings & profitability score of 'bb+' is above the 'b &
below' implied category score due to the following adjustment
reason: historical and future metrics (positive).

The capitalisation & leverage score of 'bb+' is below the implied
score due to the following adjustment reason(s): reserve coverage
and asset valuation (negative).

ESG Considerations

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

   Entity/Debt                        Rating          Prior
   -----------                        ------          -----
Alpha Bank S.A.     LT IDR             BB+ Upgrade    BB
                    ST IDR             B   Affirmed   B
                    Viability          bb+ Upgrade    bb
                    Government Support ns  Affirmed   ns

   long-term
   deposits         LT                BBB- Upgrade    BB+

   short-term
   deposits         ST                 F3  Upgrade    B

Alpha Services
and Holdings S.A.   LT IDR             BB+ Upgrade    BB
                    ST IDR             B   Affirmed   B
                    Viability          bb+ Upgrade    bb
                    Government Support ns  Affirmed   ns

PIRAEUS BANK: Fitch Hikes Long-Term IDR to 'BB+', Outlook Positive
------------------------------------------------------------------
Fitch Ratings has upgraded Piraeus Financial Holdings S.A.'s
(HoldCo) and Piraeus Bank S.A.'s (Piraeus) Long-Term Issuer Default
Ratings (IDRs) to 'BB+' from 'BB'. The Outlooks are Positive.

The upgrades reflect continued improvements in Piraeus's standalone
credit profile, including a reduction in non-performing exposures
(NPE) and credit losses, and materially improved profitability and
capital buffers. The upgrades also reflect Fitch's improved
assessment of Greece's operating environment (OE) to 'bbb-'. Fitch
expects the Greek economy to continue to outperform the eurozone
average, supported by a steady acceleration in investments,
moderate consumption growth and a further fall in unemployment.
Paired with the deployment of the country's Recovery and Resilience
Fund, this should support banks' ability to capture profitable
business opportunities.

The Positive Outlook reflects Fitch's expectation that Piraeus's
standalone credit profile will continue strengthening as the bank
maintains good levels of profitability despite lower interest rates
and further reduces the stock of problem assets (which include NPE
and foreclosed assets). Fitch expects Piraeus to gradually rebuild
its capitalisation levels following the initial negative impact
from the acquisition of Ethniki Insurance. This transaction will
significantly strengthen the bank's business profile.

Key Rating Drivers

Improved Capital and Earnings: The ratings of HoldCo and Piraeus
reflect structurally improved profitability on higher rates and
successful restructuring, adequate capital buffers and a strong
market position in Greece. Asset quality metrics are now closer to
peers after the bank's asset-quality clean-up, although they remain
relatively high by international standards. Sound profitability and
stable and large deposit-based funding are rating strengths.

Supportive Operating Environment: Fitch expects business
opportunities for Greek banks to benefit from resilient economic
growth of 2.3% in 2025 and in 2026, driven by real-wage increases,
falling unemployment and solid investments. This should continue
supporting banks' business model sustainability, asset quality
performance, profitability resilience and internal capital
generation. The strength of the domestic recovery broadly
counterbalances external risks.

Systemic Domestic Bank, Positive Execution: Piraeus's strong
domestic franchise, which remains weighted towards traditional
commercial banking activities in Greece, underpins its business
profile. The bank's long-term business model sustainability has
improved in line with its successful de-risking, restructuring and
increased digitalisation. The acquisition of Ethniki Insurance will
materially strength Piraeus's bancassurance's franchise and improve
its revenue diversification.

Low NPEs, Material Foreclosed Assets: The bank's NPE ratio
(end-2024: 3%; excluding retained senior notes from total loans)
has been reduced significantly to European average levels,
supported by securitisations, modest new inflows, write-offs and
adequate recoveries and cures. The problem assets ratio is a high
7% as it includes the net foreclosed assets (FA), which are still
substantial. Fitch expects this ratio to decline, reflecting
reduced affordability pressures, loan growth and additional sales
of FA.

Improved Profitability: Profit has strongly recovered since 2021,
driven by materially higher net interest income on higher rates and
structurally lower operating expenses and loan impairment charges
following the bank's restructuring and asset quality clean-up.
Non-interest income remains moderate by European standards but will
benefit from the acquisition of Ethniki Insurance. Operating profit
increased to 4.2% of risk-weighted assets (RWAs) in 2024 (2023:
3.3%), which compares well with the domestic sector. Fitch expects
this ratio to remain sound in 2025-2026 despite falling interest
rates, due to lower credit losses, strong operating efficiency,
continued loan growth and resilient fee-income contribution.

Adequate Capital Buffers, Transaction Impact: Piraeus's common
equity Tier 1 (CET1; end-2024: 14.7% on a proforma basis)
represents adequate buffers over the regulatory requirements. The
bank plans to maintain a CET1 ratio of above 13%, which is lower
than domestic peers' guidance, following the impact of the
acquisition of Ethniki Insurance (initially estimated at about
150bp, which could be reduced to about 100bp if the bank ultimately
achieves financial conglomerate status and benefits from the Danish
Compromise).

Fitch expects an increase of the capital levels in the medium term
as improved earnings generation will more than offset the impact of
loan growth, increased capital distributions, and upcoming capital
regulations. Its assessment also reflects a material acceleration
of the derecognition of deferred tax credits in the bank's
regulatory capital in the next years.

Deposit-Based Funding: The bank's stable and granular deposit base
benefits from large domestic market shares in retail banking.
Market access has improved significantly over the past few years as
Piraeus has repeatedly tapped the unsecured debt markets and
already meets its minimum requirement for own funds and eligible
liabilities (MREL), which becomes binding from 1 January 2026. Its
assessment also reflects the bank's good liquidity position and
comfortable maturity profile. Market access remains sensitive to
investor confidence in the Greek economy and sovereign.

HoldCo and Opco Ratings Equalised: HoldCo is the parent holding
company of Piraeus, the group's main operating company and core
bank. The ratings of the two entities are equalised as Fitch
believes their risk of default is substantially the same, fungible
liquidity is prudently managed at group level and expects that
double leverage will remain below 120%.

Rating Sensitivities

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

A downgrade is unlikely, given the Positive Outlook on the
Long-Term IDR. The Outlook could be revised to Stable if Fitch no
longer expects Piraeus to improve its credit profile.

The ratings could be downgraded if there was a material
deterioration in the bank's financial metrics, in particular if the
problem asset ratio (excluding senior notes) increases towards 10%
on a sustained basis, resulting in a material deterioration in
capital and earnings. A material deterioration in the operating
environment or a higher-than-expected and prolonged negative
impacts on the bank's capital position from acquisitions would also
pressure the bank's ratings.

Fitch will withdraw the ratings of HoldCo upon its merger with the
bank and transfer the ratings of the subordinated debt. Fitch does
not expect any negative credit implications from this corporate
restructuring.

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

An upgrade would require the bank maintaining a CET1 ratio of above
13% on a sustained basis and the operating profit/RWAs ratio
sustainably above 2%, without a material deterioration in the
bank's risk or funding profile. A reduction of the problem assets
ratio (excluding senior notes) towards 4% would also be positive
for the ratings.


OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

DEPOSITS

Piraeus's long-term deposit rating of is one notch above its
Long-Term IDR because of full depositor preference in Greece and
the fact that Piraeus already complies with its final MREL.
Deposits therefore benefit from protection offered by more bank
resolution debt and equity, resulting in a lower probability of
default.

The short-term deposit rating of 'F3' is in line with the bank's
'BBB-' long-term deposit rating under Fitch's rating correspondence
table.

SENIOR PREFERRED DEBT

Piraeus's long-term senior preferred debt is rated in line with its
Long-Term IDR, reflecting its view that the probability of default
on senior preferred obligations is the same as that of the bank, as
expressed by the IDR, and their average recovery prospects. This is
based on its expectation that Piraeus's resolution buffers will
comprise both senior preferred and more junior debt instruments, as
well as equity. The rating also reflects its expectation that the
combined buffer of additional Tier 1, Tier 2 and senior
non-preferred debt is unlikely to exceed 10% of the bank's RWAs on
a sustained basis.

Piraeus's short-term senior preferred debt rating of 'B' is aligned
with its Short-Term IDR.

SUBORDINATED DEBT

The rating of HoldCo's subordinated Tier 2 debt is two notches
below its Viability Rating (VR) to reflect poor recovery prospects
in a default given its junior ranking. No notching is applied for
incremental non-performance risk.

GOVERNMENT SUPPORT RATING (GSR)

Piraeus's 'no support' GSR reflects Fitch's view that although
extraordinary sovereign support is possible it cannot be relied on.
Senior creditors can no longer expect to receive full extraordinary
support from the sovereign in the event that the bank becomes
non-viable. The EU's Bank Recovery and Resolution Directive and the
Single Resolution Mechanism for eurozone banks provide a framework
for resolving banks that requires senior creditors participating in
losses ahead of a bank receiving sovereign support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The long-term deposit and senior preferred debt ratings are
primarily sensitive to changes in the bank's Long-Term IDR, from
which they are notched.

The long-term deposit and senior preferred debt ratings could be
upgraded if Piraeus's resolution debt buffer excluding senior
preferred debt issued at the operating company level exceeds 10% of
RWAs on a sustained basis, which Fitch deems unlikely.

The rating of HoldCo's subordinated Tier 2 debt is primarily
sensitive to changes in the HoldCo's VR, from which it is notched.

An upgrade of the GSR would be contingent on a positive change in
the sovereign's propensity to support the bank. In Fitch's view,
this is highly unlikely, although not impossible.

VR ADJUSTMENTS

The earnings & profitability score of 'bbb-' is above the 'bb'
implied category score, due to the following adjustment reason:
historical and future metrics (positive).

The capitalisation & leverage score of 'bb+' is below the 'bbb'
implied category score, due to the following adjustment reason:
reserve coverage and asset valuation (negative).

ESG Considerations

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

   Entity/Debt                       Rating           Prior
   -----------                       ------           -----
Piraeus Bank S.A.   LT IDR             BB+ Upgrade    BB
                    ST IDR             B   Affirmed   B
                    Viability          bb+ Upgrade    bb
                    Government Support ns  Affirmed   ns

   long-term
   deposits         LT                BBB- Upgrade    BB+

   Senior
   preferred        LT                 BB+ Upgrade    BB

   short-term
   deposits         ST                 F3  Upgrade    B

   Senior
   preferred        ST                 B   Affirmed   B

Piraeus Financial
Holdings S.A.       LT IDR             BB+ Upgrade    BB
                    ST IDR             B   Affirmed   B
                    Viability          bb+ Upgrade    bb
                    Government Support ns  Affirmed   ns

   Subordinated     LT                 BB- Upgrade    B+



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

OMNIA TECHNOLOGIES: S&P Assigns 'B' LT ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Italy-based manufacturer Omnia Technologies SpA (formerly known
as Omnia Della Toffola SpA) and its 'B' issue rating to the EUR500
million senior secured floating-rate notes. The recovery rating on
the notes is '4', indicating average recovery (rounded estimate:
45%) prospects in the event of payment default.

S&P said, "The stable outlook indicates that we expect Omnia to
quickly integrate its acquisitions, enabling it to realize
meaningful synergies. We also forecast that S&P Global
Ratings-adjusted EBITDA margins will improve to about 9%-10% in
2024 and exceed 12% from 2025. Further, we expect our adjusted
debt-to-EBITDA ratio to be about 6.0x in 2025, and well below this
level thereafter. The stable outlook also incorporates our forecast
that free operating cash flow (FOCF) will consistently be positive
from 2025 and that our adjusted funds from operations (FFO)
interest coverage ratio for Omnia will remain comfortably above
2.0x."

Omnia has issued a EUR500 million senior secured floating-rate
note, and has complemented its financing package by taking out a
new super senior RCF of EUR90 million. Following the transaction,
S&P estimates that Omnia's adjusted debt at year-end 2024 will
total about EUR625 million, EUR39 million higher than its former
base case, comprising:

-- EUR500 million senior secured floating-rate notes;

-- About EUR35 million of drawn RCF;

-- About EUR25.9 million in bilateral lines that were not
refinanced;

-- About EUR28 for lease liabilities;

-- EUR19 million for pensions and other postretirement deferred
compensations;

-- EUR14 million for earn-outs related to previous acquisitions,
now including the EUR4 million deferred consideration for the ACRAM
Srl acquisition; and

-- EUR3 million adjustment for reverse factoring.

S&P said, "We anticipate that deleveraging will be entirely driven
by EBITDA growth, although the company now has less headroom under
the rating than when we assigned the preliminary rating because it
has drawn down the EUR35 million RCF. Based on the expected impact
of its acquisitions, improved operational efficiency, cost
discipline, and synergy realization, we anticipate that our
adjusted debt-to-EBITDA ratio will drop to 6.2x in 2025 and to 5.8x
by 2026, from 9.3x in 2024 (considering the significant one-off
costs affecting Omnia's 2024 EBITDA).

"The recent acquisitions have enabled Omnia to achieve critical
size in a fragmented industry. Since Investindustrial took control
in 2020, Omnia has completed 24 acquisitions, of which it finalized
10 during 2024. We estimate that Omnia's consolidated sales,
including 12 months' contributions from the acquisitions closed in
2024, will reach about EUR725 million this year, more than doubling
from reported sales of EUR308 million in 2023 and from just EUR108
million in 2020.

"For 2025-2026, we expect the company to prioritize executing its
business plan, integrating recent acquisitions, and harnessing the
synergies it has identified. We do not expect to see significant
transformative acquisitions, although Omnia may make opportunistic
bolt-on acquisitions. As a result, revenue growth is likely to stem
from organic expansion in the beverage industry, its key end
market. The company generated more than 90% of its revenue from
this market over the 12 months to June 30, 2024.

"We expect leading players in the beverage sector to drive demand
for sophisticated and automated machines, to meet their
profitability and sustainability targets. The global beverage
industry is overall relatively stable, as demand from final
consumers is supported by population growth, particularly in
emerging markets, and consistent demand for staple products. In
this industry, Omnia's expertise in automated, energy-efficient,
and water-efficient machines aligns well with the needs of
blue-chip companies that have strong balance sheets and a clear
focus on improving both their profitability and their
sustainability. We estimate this should lead to mid-single-digit
growth for Omnia’s products in the sub-segments of soft drinks
(26% of sales in the 12 months to June 30, 2024), spirits (7%), and
beer (2%). However, the company generated 32% of revenue over this
period from wine, which we consider represents a substantial
exposure to the sector. We consider this to be relatively risky,
given the global decline in wine consumption; the potential impact
of climate change on some vineyards and in wine-producing areas;
the fragmented nature of the industry, characterized by a large
number of local players which, in some cases, may have limited
financial resources; and, more recently, the threat of U.S.
tariffs.

"Although we anticipate a challenging environment in the wine
market, demand in other subsegments should support Omnia's overall
revenue growth. Over the next several years, we expect Omnia to
benefit from demand for more-efficient, automated machinery in the
other subsectors it serves; recurring revenue streams from its
aftermarket activities, from which it generated about 26% of its
revenue in the 12 months to June 30, 2024; and opportunities for
cross-selling. We forecast organic growth of 3% a year in 2025 and
2026, which translates into revenue of EUR746 million in 2025 and
EUR768 million in 2026 (estimated at EUR725 million in 2024).

"The full integration of Omnia's acquisitions should start to
generate accretive EBITDA; as a result, we expect the company to
achieve EUR20 million in run-rate cost synergies by 2026. Other
companies in the capital goods sector follow a fully decentralized
business model. However, Omnia believes that by fully integrating
processes and sales functions, it can unlock larger cost synergies.
We anticipate that on top of these synergies, Omnia's EBITDA
expansion will be supported by a flexible cost structure--about 75%
of costs are variable--and a stable revenue stream from the
more-profitable aftersales business. Overall, we project that
adjusted EBITDA will rise to EUR99 million in 2025 and EUR106
million in 2026 from EUR67 million in 2024 (when including 12
months of contributions from the acquisitions). Based on these
numbers, adjusted EBITDA margins are expected to rise to 9.2% in
2024, 13.3% in 2025, and 13.8% in 2026 (from 5.4% in 2023).

"In our view, the realization of synergies carries execution risks
that might slow EBITDA expansion. We anticipate the full
integration of its recent acquisitions could take up to 18-24
months from October 2024. We also see higher-than-average execution
risks, given that the new combined entity has a limited track
record of operating with a material increase in scale and
complexity, given its recent history. If the integration takes
longer than expected due to unanticipated setbacks, EBITDA could
take a hit, which would ultimately delay deleveraging. However,
Omnia's recent history indicates that it can successfully integrate
businesses. Since the entry of Investindustrial in 2020, the
company has acquired more than 20 companies and realized about
EUR26 million of recurring synergies.

"We expect FOCF to turn positive within the next 12 months thanks
to lower one-off expenses, improving profitability, relatively
limited capital expenditure (capex), and improving working capital
management. We forecast that Omnia's FOCF will reach about EUR14
million in 2025 and at least EUR30 million per year from 2026, from
negative EUR50 million in 2024 (below our previous estimate of
negative EUR26 million due to higher one-off costs and expected
lower operating cash flow), when we anticipate about EUR33 million
of one-off costs largely related to M&A will depress FOCF. From
2025, we expect FOCF to expand primarily because of EBITDA growth,
supported by normalizing working capital requirements and our
adjusted capex to revenue dropping to below 2% of sales (from 2.1%
in 2024, 3.5% in 2023, and 4.7% in 2022).

"Our rating on Omnia is constrained by the group's private equity
ownership. Although we forecast that adjusted debt to EBITDA will
significantly improve to about 6x in 2025, we also factor into our
assessment that the group is owned by a financial sponsor. We
cannot rule out potential incremental debt, given the relatively
loose documentation on additional indebtedness and the company's
potential appetite for consolidating its position further in the
beverage industry, while expanding into others through potential
mergers or acquisitions. A more-aggressive financial policy,
demonstrated by a higher leverage tolerance or debt-funded
shareholder returns, would pressure our rating. At the same time,
we expect only bolt-on acquisitions over the next few years, with
related cash outflow of about EUR20 million a year. For 2025, we
also model about EUR10 million of earn-out payments related to the
previous acquisition.

"We have assigned our rating to Omnia Technologies SpA, the issuer
formerly known as Omnia Della Toffola SpA, which we understand will
also be the consolidating entity. In early 2025, Omnia Della
Toffola SpA was rebranded as Omnia Technologies SpA, while the
parent, formerly known as Omnia Technologies SpA, changed its name
to Omnia Technologies Holding SpA. We understand the name change
had no impact on the company's scope, governance, or corporate
structure, as it solely reflected the company's rebranding
intentions. In addition, we understand that Omnia Technologies
Holding SpA does not have any businesses other than owning Omnia
Technologies SpA in full, and does not have liabilities of its own.
Finally, we understand that the shareholding structure through
Investindustrial is construed by common equity only. There are no
instruments such as preference shares, payment-in-kind notes or
similar, which we might see as akin to debt.

"The stable outlook indicates that we expect Omnia to quickly
integrate its acquisitions, enabling it to realize meaningful
synergies. We forecast that adjusted EBITDA margins will improve to
about 9%-10% in 2024 and exceed 12% from 2025. Furthermore, we
expect our adjusted debt-to-EBITDA ratio to be about 6.0x in 2025,
and well below this level thereafter. The stable outlook also
incorporates our forecast that FOCF will consistently be positive
from 2025 and that our adjusted FFO interest coverage ratio for
Omnia will remain comfortably above 2.0x."

S&P could lower the rating if Omnia's debt to EBITDA is materially
weaker than the forecast above, because:

-- Demand is weaker than expected;

-- The company fails to generate synergies from its acquisitions;
or

-- Omnia unexpectedly increases debt by a material amount to fund
acquisitions or pay dividend distributions.

S&P could also lower the rating if:

-- FOCF remains negative in 2025, with little prospect of
recovery; or

-- FFO cash interest coverage is below 2.0x.

S&P could raise the rating if:

-- Omnia improves its revenue base and end-market exposure, while
also improving its current margin profile reaching a level
comfortably in the mid-teens under any market circumstances;

-- Debt to EBITDA improves and remains consistently below 5.0x,
supported by a commensurate financial policy; and

-- FOCF generation improves, such that FOCF to debt is sustainably
above 5%.


SUNRISE SPV 95: DBRS Confirms BB(high) Rating on E Notes
--------------------------------------------------------
DBRS Ratings GmbH took the following credit rating actions on the
following classes of notes (collectively, the Rated Notes) issued
by Sunrise SPV 95 S.r.l. - Sunrise 2024-1 (the Issuer):

-- Class A1 Notes confirmed at AA (high) (sf)
-- Class A2 Notes confirmed at AA (high) (sf)
-- Class B Notes confirmed at AA (low) (sf)
-- Class C Notes confirmed at A (sf)
-- Class D Notes confirmed at BBB (high) (sf)
-- Class E Notes confirmed at BB (high) (sf)

The credit ratings of the Class A1, Class A2 (collectively, the
Class A Notes) and Class B Notes address the timely payment of
scheduled interest and the ultimate repayment of principal on or
before the legal final maturity date. The credit ratings of the
Class C, Class D and Class E Notes address the ultimate payment of
interest but the timely payment of scheduled interest when they
become the senior-most tranche and the ultimate repayment of
principal on or before the legal final maturity date.

CREDIT RATING RATIONALE

The credit rating actions described above are based on the
following considerations:

-- The portfolio performance, in terms of level of delinquencies,
defaults, and losses as of February 2025 payment date;

-- Probability of default (PD), loss given default (LGD) and
expected loss assumptions considering the potential portfolio
migration based on replenishment criteria set forth in the
transaction legal documents;

-- The current levels of credit enhancement available to the Rated
Notes to cover the expected losses at their respective credit
rating levels;

-- No revolving termination event has occurred.

TRANSACTION STRUCTURE

The transaction is a securitization of fixed-rate consumer, auto,
and other-purpose loans granted by Agos Ducato S.p.A. (the
originator and servicer) to private individuals residing in Italy.
The transaction includes a 15-month scheduled revolving period.
During the revolving period, the originator may offer additional
receivables that the Issuer will purchase, provided that the
eligibility criteria and concentration limits set out in the
transaction documents are satisfied. The revolving period may end
earlier than scheduled if certain events occur such as the
originator's insolvency, the servicer's replacement, or the breach
of performance triggers. At the end of the revolving period, the
Notes will be repaid on a fully sequential basis.

PORTFOLIO PERFORMANCE

As of the February 2025 payment date, loans that were one to two
months and two to three months delinquent represented 0.4% and 0.2%
of the portfolio balance, respectively, while loans more than three
months delinquent represented 0.6%. Gross cumulative defaults
amounted to 0.7% of the aggregate original and subsequent
portfolios, of which 1.2% has been recovered to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS maintained its base case PD and LGD assumptions at
5.0% and 89.2%. The analysis continues to consider the
replenishment criteria set forth in the transaction legal
documents.

CREDIT ENHANCEMENT

The subordination of the respective junior notes and the cash
reserve provides credit enhancement to the rated notes. As of the
February 2025 payment date, credit enhancement to the Class A1,
Class A2, Class B, Class C, Class D and Class E Notes was 24.9%,
24.9%, 17.2%, 11.2%, 8.2% and 5.6% respectively, stable since
closing due to inclusion of the revolving period.

The transaction allocates collections in separate interest and
principal priorities of payments and benefits from a non-amortizing
EUR 16,177,976 payment interruption risk reserve (equal to 1.25% of
initial loan principal balances) and a non-amortizing EUR 6,471,191
cash reserve (equal to 0.5% of initial loan principal balances) at
closing. Both reserves were initially funded with the notes'
issuance proceeds and can be used to cover senior expenses and
interest payments on the Rated Notes. The cash reserve can also be
used to replenish the payment interruption risk reserve and offset
defaulted receivables. Principal funds can also be reallocated to
cover senior expenses and interest payments on the Rated Notes if
the interest collections and both reserves are not sufficient.

The transaction also benefits from a non-amortizing rata
posticipata reserve to supplement interest amounts that borrowers
do not make during payment holidays. This reserve will be funded
through the transaction interest waterfalls if specific thresholds
are breached and will be released when the threshold breach is
cured.

The interest rate risk for the transaction is considered limited as
an interest rate swap is in place to reduce the interest rate
mismatch between the fixed-rate collateral and the Class A Notes.

TRANSACTION COUNTERPARTIES

Crédit Agricole Corporate and Investment Bank (CA-CIB), Milan
Branch is the account bank for the transaction. Morningstar DBRS
has a private credit rating on CA-CIB, which meets the criteria to
act in such capacity. The transaction documents contain downgrade
provisions consistent with Morningstar DBRS' criteria.

CA-CIB is also the initial swap counterparty for the transaction.
Morningstar DBRS' private rating on CA-CIB meets the criteria to
act in such capacity. The transaction documents contain downgrade
provisions consistent with Morningstar DBRS' criteria.

Notes: All figures are in euros unless otherwise noted.



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

AMORICA LUX: Fitch Assigns 'B-' Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned Armorica Lux S.a.r.l. (Idverde) a
Long-Term Issuer Default Rating (IDR) of 'B-' with a Stable
Outlook. Fitch has also assigned its EUR460 million term loan B
(TLB) a senior secured instrument rating of 'B-' with a Recovery
Rating of 'RR4'.

The 'B-' IDR reflects Idverde's high leverage and weak financial
flexibility. This is balanced by its leading market position in its
core geographies with strong revenue visibility under long-term
contracts. Its seasonality-adjusted liquidity remains satisfactory,
and Fitch forecasts deleveraging, aided by improving free cash flow
(FCF), ahead of major debt maturities in 2028.

The Stable Outlook reflects its expectations of continuing
profitability improvements from greater contract selectivity and
efficiency gains, with neutral to improving FCF over the next two
years. Execution risks resulting in delayed deleveraging, or
operational underperformance with persistently negative FCF would
put pressure on the rating.

Key Rating Drivers

Leveraged Financial Structure: Fitch-defined EBITDA leverage for
Idverde stood at 8.9x at end-2024. Fitch forecasts leverage to
gradually improve to 6.2x by 2028, which is the 'B-' rating range.
Deleveraging will be supported by its forecasts of Fitch-defined
EBITDA margins rising to 7% by 2028, from 5.1% currently, due to
greater contract selectivity, enhanced tendering practices, and a
focus on higher-margin services.

Weak Financial Flexibility: Fitch forecasts EBITDA interest
coverage to remain below 2x and FCF to be largely neutral to 2028,
which constrains the rating. The profitability improvement will
support sufficient cash conversion to service high interest
payments, stable capex, and gradually declining exceptional costs.
Successful execution of its transformation plan on acquisition
integration and efficiency improvements, as well as the ability to
secure higher-margin contracts are thus key to the rating.

Vulnerability to Seasonal Working Capital: Due to the seasonality
of Idverde's cash flow, which experiences a large cash outflow in
the first quarter that is offset by a cash-generative fourth
quarter, its neutral FCF is susceptible to swings in working
capital requirements. At present, Fitch expects any funding gap to
be met by either Idverde's cash balance, or liquidity arrangements
available, such as its EUR50 million revolving credit facility
(RCF) and EUR150 million non-recourse factoring programme.

Satisfactory Seasonality-Adjusted Liquidity: Liquidity is not an
immediate risk, given Idverde's EUR39 million cash balance (after
EUR25 million deduction to adjust for seasonality), its undrawn
EUR50 million RCF, undrawn EUR20 million shareholder liquidity
facility, and EUR4 million undrawn local bank facilities. It has no
maturity due before its EUR460 million TLB maturity in 2028. The
concentrated maturity profile results in high refinancing risk in
light of Idverde's high but sustainable leverage profile.

Sound Business Profile: Idverde's business profile is supported by
it diversified service offerings, limited customer concentration,
and a renewed focus on contracts that prioritise improving EBITDA
margins over revenue growth. While its geographic footprint and
scale sets the company apart from its direct local competitors,
these qualities remain moderate relative to Fitch-rated broader
services credits.

Supportive Underlying Macro Trends: Fitch expects the market for
green services to benefit from resilient, growing and fairly
diverse demand with limited cyclicality. Environmental trends
focusing on sustainability, safety, and population well-being will
support mid-single digit revenue growth over the medium term. These
trends will also drive demand for higher-margin sub-segments such
as urban greening and eco-engineering. While Fitch sees some
downside risk in public spending as European economies shift
spending towards defense, Fitch still expects Idverde to capture
some of the structural growth due to its leading position in core
geographies.

Leading Position in Fragmented Market: Idverde is the largest
European provider of green services. Despite its fairly small
absolute scale with a Fitch-adjusted EBITDA of EUR66 million, it is
twice as large as its direct peer in a highly fragmented local
market. The group has a leading position in France, the UK and
Denmark, which represent a combined 80% of its revenue base and a
third of the total global addressable market. Size and
sophistication are becoming increasingly important in securing
larger, more profitable contracts and public tenders.

Strict Parameters for Future M&A: The group has a successful
integration record and policy of acquiring companies with a clear
strategic fit at sound valuation multiples. Fitch has not factored
in any major acquisitions in its forecasts but Fitch anticipates
that any acquisitions made will be at multiples that do not lead to
re-leveraging. Nevertheless, due to limited rating headroom, any
debt-funded M&A leading to re-leveraging - which Fitch would view
as an event risk - would put pressure on the rating.

Peer Analysis

Compared with Fitch's wider services peer group, Idverde benefits
from a strong market position in core geographies, customer
diversification, and revenue visibility from long-term contracts.

Leverage is high, at a forecast 8.2x in 2025 with EBITDA interest
coverage below 2.0x, which is weaker than peers in the 'B' rating
category, such as Assemblin Caverion Group AB (B/Stable). Idverde's
FCF margin is weaker than the wider 'B' rated peer group, which
tends to have solid low- to mid-single digit FCF margins, with
limited capex and working capital requirements.

Key Assumptions

- Revenue growth in low single digits, below the market average,
due to its focus on more profitable contracts

- Fitch-defined EBITDA margin to improve towards 7% in 2028 from
5.1% in 2024

- Working capital inflows at 1% of revenues in 2025, followed by
0.3% to 2028

- Capex at 2.4% of revenues per annum

- No acquisitions over the medium term

- Restricted cash at EUR25 million to adjust for pronounced
business seasonality

Recovery Analysis

The recovery analysis assumes that Idverde would be restructured as
a going concern (GC) rather than liquidated in a default. It mainly
reflects Idverde's strong market position and customer
relationships as well as the potential for further consolidation in
the fragmented green services sector.

Fitch assumes that its debt comprises its EUR50 million RCF
(assumed full drawdown) and EUR460 million TLB. In addition, 50% of
its EUR150 million factoring facility is assumed to be drawn at
default as this portion is not expected to remain available through
bankruptcy. Fitch treats this portion of factoring debt as
super-senior to secured debt, in line with its recovery criteria.

Fitch applies a distressed multiple of 5.0x to GC EBITDA to
calculate a GC enterprise value (EV), reflecting Idverde's
market-leading position, strong operating environment, loyal
customer base, and potential for growth via the consolidation of
the green services sector.

The GC EBITDA estimate of EUR60 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level on which Fitch bases
the EV. Stress on EBITDA would most likely result from a failure to
expand EBITDA margin due to changes in the business mix or failed
M&A integration, representing a post-distress cash flow proxy for
the business to remain a GC.

After deducting 10% for administrative claims, its waterfall
analysis results in a Recovery Rating of 'RR4' for the senior
first-lien secured debt, indicating a 'B-' instrument rating for
the group's TLB.

RATING SENSITIVITIES

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

- EBITDA leverage above 7.5x on a sustained basis

- EBITDA margin dilution due to unsuccessful M&A integration or
weaker business performance

- Weakening liquidity, for example, due to neutral to negative FCF
and permanent drawings on the RCF

- EBITDA interest coverage below 1.5x on a sustained basis

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

- EBITDA leverage sustained below 6.0x

- EBITDA interest cover consistently above 2.0x

- Neutral to positive FCF margin on a sustained basis

Liquidity and Debt Structure

Fitch does not currently foresee any material liquidity risks until
at least 2027. At end-2024 Idverde had EUR39 million of cash
(seasonality adjusted) and Fitch expects neutral FCF over
2025-2028. Idverde has access to a committed undrawn EUR50 million
RCF, undrawn EUR20 million shareholder liquidity facility, and
undrawn EUR4 million local bank facilities to cover low cash
inflows during the first quarter.

The group has no debt maturities due before the EUR460 million TLB
in June 2028. The concentrated debt maturity profile carries
meaningful refinancing risks, in view of its forecast 8.2x leverage
in 2025. Fitch expects Idverde to deleverage and improve FCF ahead
of its major debt maturities. Idverde has a supportive relationship
with its banks as demonstrated by their increase in its TLB funding
in 2024 and 2025 add-on. Refinancing on a timely basis is
manageable, particularly as Fitch expects Idverde's financial
profile to strengthen by 2027.

Issuer Profile

With EUR1.1 billion in revenue, Idverde is the European leader in
the design, rehabilitation and maintenance of green spaces. It
operates in six countries and provides its clients with a full
range of landscaping services and its expertise for various types
of sites and living area such as parks, gardens, sports fields,
indoor courtyards and other public facilities.

Date of Relevant Committee

24 March 2025

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   
   -----------                ------          --------   
Armorica Lux S.a.r.l.   LT IDR B-  New Rating

   senior secured       LT     B-  New Rating   RR4

ARDAGH GROUP: Fitch Lowers IDR to 'CCC-' & Puts on Watch Negative
-----------------------------------------------------------------
Fitch Ratings has downgraded Ardagh Group S.A.'s (Ardagh) Long-Term
Issuer Default Rating (IDR) to 'CCC-' from 'CCC'. Fitch has also
placed Ardagh's IDR on Rating Watch Negative (RWN). All its ratings
have been withdrawn.

The downgrade reflects the continued underperformance of Ardagh,
its unsustainable debt structure, and poor liquidity in view of its
upcoming August 2026 debt maturities of about USD2.5 billion,
accompanied by expected negative free cash flows (FCF).

The RWN reflects its expectation that Ardagh would address its 2026
maturities through a restructuring. The group recently announced a
proposal to both senior secured and senior unsecured bond holders,
which could result in a distressed debt exchanges (DDE) and further
rating downside. However, its capital structure post-restructuring
remains uncertain.

The RWN was not resolved at withdrawal due to the expected
restructuring.

Fitch has chosen to withdraw Ardagh's ratings for commercial
reasons and will no longer provide ratings or analytical coverage
for Ardagh.

Key Rating Drivers

Excessive Refinancing Risk: Excessive refinancing risk persists for
the group, which has been worsened by the lack of meaningful EBITDA
recovery. High leverage, a large interest burden, and a complex
capital structure limit financial flexibility. The group has
material debt maturities due in August 2026, which Fitch assumes
will be addressed via a debt restructuring.

Announced Proposals Viewed as DDE: Ardagh is in negotiations with
senior secured and senior unsecured bond holders, having announced
two early-stage proposals on 11 March 2025. Fitch views the
execution under either of the proposals as DDE, as they would lead
to a material reduction in existing terms and allow Ardagh to avoid
a probable default.

Complex Restructuring Proposal: The proposed two options of
restructuring are complicated, have not yet been agreed on or
finalised, and lack a clear timeline. The restructuring potentially
involves a full or partial exchange of debt for senior secured bond
holders as well as various equity stakes for senior unsecured
holders. Fitch would expect further downgrades of Ardagh's ratings
in line with its DDE Criteria once restructuring decisions are made
to address the August 2026 maturities.

Leverage Remains Disproportionate: Its rating case does not include
the sale of Ardagh's stake in Trivium Packaging B.V. or shares in
Ardagh Metal Packaging S.A (AMP). Fitch expects EBITDA recovery to
be modest, while continuing high capex and working capital
movements are expected to limit leverage improvement. Ardagh's
Fitch-defined EBITDA leverage, including toggle notes issued at ARD
Finance S.A., rose to 12.8x at end-2024, exceeding its expectation
of 11.8x. Fitch forecasts leverage to remain high, above 10x during
2025-2028.

Market Challenges: Ardagh's operating performance was
weaker-than-expected in 2024, due to the underperformance of its
glass business. Ardagh's revenue in 2024 was eroded by lower sales
volumes after factory closures in the US market. In Europe and
Africa, revenue was affected as the group passed on less input
costs to customers. Fitch expects glass business demand will be
subdued in 2025. Some secular trends, like declining alcohol
consumption among young adults, may further pressure customer sales
volumes.

Constrained EBITDA Recovery: In response to lower-than-expected
demand for beer and wine, primarily in North America, Ardagh, like
other peers in the industry, has closed some of its facilities to
align its capacity in 2024 and at the beginning of 2025. This,
along with destocking in the glass business, constrained EBITDA
margins in 2024. EBITDA margins were flat year on year at 13.9%
(management data), but lower than the 16%-17% reported before 2022.
Fitch has revised down its forecast Fitch-adjusted EBITDA margin
for 2025 to 11% from 12.5% (10.8% in 2024), with a gradual recovery
to 12.5% by 2028.

Negative FCF: Fitch forecasts that FCF will remain negative in
2025-2028, due to lower EBITDA generation. High interest expenses
will weigh on FCF generation despite declining capex to 5%-6% of
revenue after the completion of material investments during
2021-2023. Fitch does not forecast any dividend payments, apart
from distributions to non-controlling interests in AMP.

Supportive Business Profile: Ardagh's business profile continues to
benefit from a large scale and a focus on the comparatively
non-cyclical beverage sector that generates about 85% of its
revenue, with the remainder from food packaging. The group also
enjoys substantial geographic diversification, with operations in
the mature markets of Europe (45% of revenue) and North America
(42%), plus a presence in Brazil and Africa. Its diverse customer
base with its top 10 customers accounting for 46% of revenue in
2024 further underpins Ardagh's business profile.

Peer Analysis

Fitch views Ardagh's business profile as strong and similar to that
of peers, such as Ball Corporation, Smurfit Westrock plc
(BBB/Positive) and CANPACK Group, Inc. (BB-/Positive). Ardagh is
comparable to the majority of its higher-rated peers in size,
geographical and customer diversification, and end-market exposure,
with limited sensitivity to economic cycles. The group benefits
from long-term contracts and a cost pass-through mechanism with its
customers, like most of its investment-grade peers.

Ardagh's multi-tiered capital structure is highly leveraged, with
EBITDA gross leverage above 12x at end-2024, which Fitch forecasts
to remain at this level for 2025. This is far higher than the
levels for a majority of speculative-grade packaging companies,
such as Fedrigoni S.p.A. (B+/Negative) and Reno de Medici S.p.A.
(B/Negative).

Fitch-forecast EBITDA margins of 11%-11.5% for Ardagh in 2025-2026
are comparable to higher-rated CANPACK's 10% and Reno de Medici
S.p.A.'s, but slightly weaker than Fedrigoni S.p.A.'s 13%-14%.

Key Assumptions

Revenue flat in 2025, followed by low single-digit rise in
2026-2028, constrained by the modest performance of its glass
business

Constrained EBITDA margin recovery at 11% in 2025, 11.5% in 2026,
12% in 2027, and 12.5% in 2028 on better production capacity
utilisation

No cash interest paid on the toggle notes at ARD Finance, which
will pay PIK interest

Dividends paid by AMP to its minority shareholders at around USD58
million p.a.

Capex as a share of revenue at around 5% in 2025 and 5.8% in
2026-2028

AMP's EUR250 million preference shares issued to Ardagh are
excluded in consolidated accounts

No ordinary dividend payment from Ardagh

Recovery Analysis

- As Ardagh's IDR is in the 'CCC' rating category, Fitch applies a
bespoke recovery analysis, in line with its criteria. Recoveries
for debt at Ardagh exclude debt issued by AMP, which are under
separate agreements and effectively ring-fenced from Ardagh

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

- A 10% administrative claim

- Fitch has revised the GC EBITDA of the glass business to USD550
million from USD630 million due to its ongoing underperformance,
some of which is structural, and expectation that its recovery will
be constrained in the next three to four years. The GC EBITDA
reflects its view of a sustainable, post-reorganisation EBITDA on
which Fitch bases the valuation of the group

- An enterprise value (EV) multiple of 5.5x is applied to GC EBITDA
to calculate a post-reorganisation valuation. It reflects Ardagh's
leading position in the glass beverage packaging industry,
long-term relationship with clients, and a diversified customer
base. This is in line with that of other packaging peers rated by
Fitch

- Its GC EV includes the book value of USD198 million of a 42%
shareholding in Trivium Packaging B.V.

- Under the capital structure prior to the proposed restructuring,
its waterfall analysis generates a ranked recovery for Ardagh's
senior secured notes (SSNs) in the 'RR3' category, leading to a
'CCC' rating. For Ardagh's senior unsecured notes, the ranked
recovery is in the 'RR6' category, leading to a 'C' rating. For ARD
Finance's SSNs, the recovery is 'RR6', leading to a 'C' rating

RATING SENSITIVITIES

Not applicable

Liquidity and Debt Structure

At end-2024, Ardagh reported about USD848 million of Fitch-adjusted
readily available cash. This is sufficient to cover short-term debt
maturities of USD631 million (including factoring) and forecast
negative FCF of about USD76 million in the next 12 months. The
group has global asset-based loan facilities of USD257 million due
in March 2027 (available to Ardagh; USD198 million was drawn at
end-2024) and USD272 million (available to AMP and undrawn) due in
August 2026.

Ardagh has a complex debt structure with a series of SSNs and
senior unsecured notes with the nearest maturity of USD2.5 billion
in August 2026. As a result, Fitch views the group's liquidity as
poor.

Following the transaction at AIHS, Ardagh ceased paying dividends
for the ARD Finance's toggle notes debt service since 30 June 2024.
This has preserved about USD100 million annually for Ardagh, while
it continues to receive dividends from AMP.

Issuer Profile

Ardagh is one of the largest producers of metal beverage cans and
glass containers primarily for the beverage and food markets. With
production facilities across Europe, the US, Africa and Brazil,
turnover reached USD9.4 billion and Fitch-adjusted EBITDA of USD1
billion in 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

Ardagh has an ESG Relevance Score of '4' for Management Strategy
due to its complex funding strategy, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

Ardagh has an ESG Relevance Score of '4' for Group Structure due to
the complexity of ownership and funding structure, 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
   -----------              ------          --------   -----
Ardagh Holdings
USA Inc.

   senior secured     LT     CCC  Downgrade   RR3      B-

   senior secured     LT     WD   Withdrawn

   senior unsecured   LT     C    Downgrade   RR6      CC

   senior unsecured   LT     WD   Withdrawn

Ardagh Group S.A.     LT IDR CCC- Downgrade            CCC
                      LT IDR WD   Withdrawn

ARD Finance S.A.

   senior secured     LT     C    Affirmed    RR6      C

   senior secured     LT     WD   Withdrawn

Ardagh Packaging
Finance plc

   senior unsecured   LT     C    Downgrade   RR6      CC

   senior unsecured   LT     WD   Withdrawn

   senior secured     LT     CCC  Downgrade   RR3      B-

   senior secured     LT     WD   Withdrawn

ARDAGH METAL: Fitch Puts 'B-' Long-Term IDR on Watch Evolving
-------------------------------------------------------------
Fitch Ratings has placed Ardagh Metal Packaging S.A.'s (AMP)
Long-Term Issuer Default Rating (IDR) of 'B-' on Rating Watch
Evolving (RWE).

The rating action follows its downgrade of its parent Ardagh Group
S.A. (Ardagh) and its further downside risk (see 'Fitch Downgrades
Ardagh to 'CCC-'; on Rating Watch Negative; Withdraws Rating'). The
RWE reflects its view that AMP's rating may be upgraded to its 'b'
Standalone Credit Profile (SCP) if Ardagh loses control of AMP
after its proposed capital restructuring. However, Fitch may also
downgrades AMP if the proposed restructuring of Ardagh fails and
its resultant weakening credit profile affects AMP. The resolution
of the RWE may take longer than six months, depending on the timing
of Ardagh's restructuring.

Key Rating Drivers

Better-Than-Expected Performance: AMP's performance in 2024
exceeded its expectations, with an EBITDA leverage of 7.4x versus
its forecast of 7.8x, despite a new secured term loan drawdown of
EUR269 million. Improved leverage was supported by higher EBITDA,
due to higher sales volumes and stronger input costs recovery.
EBITDA generation was also supported by savings accrued from
shutting down an older, less efficient plant in the U.S. and steel
lines in Germany at end-2023 and the beginning of 2024.

Subdued Margin Improvement: Fitch forecasts EBITDA growth for
2025-2028, primarily driven by the completion of substantial capex
during 2021-2023 and AMP's contractual ability to pass on the
majority of costs to customers. However, macroeconomic challenges
are likely to limit EBITDA improvement. Fitch forecasts AMP's
EBITDA margin at 11% in 2025, before rising to 13% by 2028.

High Leverage: Its updated rating case incorporates modest
deleveraging, with EBITDA leverage forecast at 7.0x at end-2025 and
6.5x at end-2026. Fitch forecasts further leverage improvement to
about 6.0x in 2027-2028, supported by EBITDA gains. While this
leverage exceeds the levels of some peers in the 'B' category, it
is mitigated by AMP's solid business profile and sound liquidity
when Fitch assesses its SCP.

Negative Free Cash Flow (FCF): AMP's FCF generation is under
pressure, leading to negative or marginally negative FCF margins to
2028. While Fitch does not forecast significant capex during
2025-2028, dividend payments of approximately USD240 million per
year and annual dividends on preferred shares of USD24 million
continue to erode FCF generation.

SCP Remains Unchanged: AMP's 'b' SCP remains stronger than that of
Ardagh. The SCP is supported by AMP's leading market position in
metal beverage packaging, extensive geographical diversification,
exposure to stable, non-cyclical markets, sustainable demand,
longstanding customer relationships, and contractual cost
pass-through provisions.

Solid Global Market Position: AMP is among the largest global metal
beverage can producers with an exposure to stable end-markets. It
benefits from high operational flexibility through its global
network of manufacturing facilities that are located close to its
customers. Its market position, long-term partnership with
customers, and capital-intensive business act as moderate-to-high
entry barriers. The less cyclical beverage end-market provides AMP
with sustainable revenue over the long term, with increased
environmental awareness supporting demand for metal beverage cans.

Ardagh Controls Stronger AMP: Using its Parent and Subsidiary
Linkage (PSL) Rating Criteria, Fitch has taken the stronger
subsidiary-weaker parent approach to assess AMP. Ardagh, as AMP's
majority 76% shareholder, controls AMP's strategic decisions, with
significant overlap in the board of directors. Ardagh also provides
AMP with services including IT, financial reporting, insurance and
risk management, and financing and treasury management via
long-term service agreements. Fitch views access and control as
'porous', reflecting the presence of minority shareholders in AMP
(24% stake is free-float) and their potential influence on
strategic decisions.

Wider Notching Above Ardagh's: AMP's debt financing is separate
from Ardagh's, with no cross-guarantees or cross-default provisions
and with separate security and ring-fence packages in bond
documentation. AMP's financing documentation has some restrictions
on its cash outflows. Fitch continues to view AMP's legal
ringfencing as 'porous', which together with 'porous' access and
control, enables AMP's IDR to be two notches above that of Ardagh.
Nevertheless, its expectation that the stronger credit profile of
AMP would not be affected by the potential restructuring at Ardagh
allows a wider notching with its parent, especially if the exercise
decouples it from its parent.

Rating Upside from Control Change: The RWE reflects uncertainty
surrounding the group's shareholding structure. Ardagh is expected
to restructure its debt and the proposed options include changes to
AMP's shareholding structure. This could lead to a decoupling of
AMP from Ardagh, potentially leading to an upgrade of AMP's rating
to its SCP. Additionally, Fitch sees uncertainty regarding AMP's
capital structure, strategy and financial policy under the
potential new ownership structure, which could affect its SCP.
Fitch sees downside for AMP if Ardagh retains control of AMP while
its restructuring fails and affects AMP.

Preferred Shares Equity Treatment: AMP's Fitch-defined debt
includes a perpetual instrument, with an ability to defer its 9%
annual preferred dividend. Fitch has assigned 50% equity credit to
the instrument using its Corporate Hybrids Treatment and Notching
Criteria, as deferred dividends are still payable on redemption. In
its view, the common dividend stopper is a strong incentive not to
defer, as this would prevent Ardagh extracting dividends from AMP.
The preferred shares form only a limited part of AMP's overall
capital structure. A change in structure, including materiality,
could lead to a reassessment and, ultimately, a different
treatment.

Peer Analysis

AMP's business profile is weaker than that of higher-rated peers
such as Berry Global Group, Inc. (BB+/Rating Watch Positive) and
Silgan Holdings Inc. (BB+/Stable). AMP has smaller operations and
lower customer diversification, but this is offset by its leading
position in the beverage can sector and long-term relationship with
customers.

AMP compares favourably with CANPACK Group, Inc. (BB-/Positive),
which is similarly focused mainly on beverage metal packaging. AMP
has greater scale than CANPACK and is bigger than Reno de Medici
S.p.A. (B/Negative) but shares these entities' limited product
diversification.

AMP's direct metal can-producing peers are larger in revenue, such
as Ball Corporation and Crown Holdings at USD12 billion (2024)
each, but AMP has similar market positions. Ball Corporation and
Crown Holdings reported a decline of revenue in 2023 and in 2024,
in contrast to AMP's low single-digit growth. AMP reduced its
growth capex for 2023 and 2024, similar to Ball Corporation, Crown
Holdings and CANPACK.

AMP's EBITDA margin of 11% in 2024 compares well with Reno de
Medici's and CANPACK's profitability. AMP's EBITDA margin is below
Berry Global Group's and Silgan Holdings' margins of 14%-15%. AMP's
FCF is comparable to CANPACK's, but weaker than that of Berry
Global, Silgan Holdings and Fedrigoni S.p.A. (B+/Negative), both of
which have sustained positive FCF.

AMP's leverage remains weaker than higher-rated peers', with
forecast EBITDA gross leverage at about 7.0x at end-2025. This is
higher than EBITDA leverage reported by Berry Global, Silgan
Holdings and CANPACK, but compares well with Fedrigoni.

Key Assumptions

Revenue to grow on average 2.3% during 2025-2028

EBITDA margin of 11% in 2025, before rising to 12.7% by 2028,
driven by better cost absorption after the completion of large
capex and costs savings due to permanent closures of less-efficient
plants

Annual preferred dividend payments of about USD24 million to 2028

Dividend payments of about USD240 million a year to 2028

Capex of about USD180 million in 2025-2028

No M&As to 2028

Recovery Analysis

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

Fitch assumes a 10% administrative claim.

Fitch estimates AMP's GC EBITDA at USD550 million. The GC EBITDA
reflects distressed EBITDA, which incorporates the loss of a major
customer, a secular decline, or ESG-related adverse regulatory
changes related to AMP's operations or the packaging industry in
general. The GC EBITDA also reflects corrective measures taken in a
reorganisation to offset the adverse conditions that trigger a
default.

Fitch applies an enterprise value (EV) multiple of 5.5x EBITDA to
calculate a post-reorganisation valuation. The multiple is based on
AMP's global market leading position in an attractive sustainable
niche with resilient end-market demand. The multiple is constrained
by a less diversified product offering and some commoditisation
within packaging.

Fitch deducts about USD200 million from the EV, relating to AMP's
highest usage of its factoring facility, in line with its
criteria.

Fitch estimates the total amount of senior debt claims at USD3.8
billion, which includes senior secured notes of USD1.7
billion-equivalent and senior unsecured notes of USD1.6
billion-equivalent.

Its waterfall analysis, after deducting priority claims, generates
a ranked recovery for AMP's senior secured notes in the 'RR1'
category, leading to a 'BB-' rating. For AMP's senior unsecured
notes, a ranked recovery in the 'RR5' category leads to 'CCC+'
rating.

If AMP draws down its other credit facility with Banco Bradesco of
BRL500 million (about USD80 million) by the full amount, the
Recovery Rating for senior unsecured notes would still be at
'RR5'/'CCC+'.

RATING SENSITIVITIES

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

Further weaking of Ardagh's credit profile and tighter links
between AMP and Ardagh

Weakening of AMP's SCP as underscored by negative FCF margins and
EBITDA leverage above 8.0x on a sustained basis

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

Loss of ties between AMP and Ardagh with AMP's SCP remaining at
'b'

Liquidity and Debt Structure

At end-2024, AMP reported Fitch-defined readily available cash of
USD504 million, after restricting USD106 million to cover
intra-year working capital needs. AMP has no material scheduled
debt repayments until 2027. Liquidity is supported by an available
undrawn asset-based loan due in August 2026 of USD272 million.
Available liquidity is sufficient to cover negative FCF of about
USD130 million in the next 12 months stemming from capex and
dividends payments.

Fitch-adjusted short-term debt is represented by a drawn factoring
facility of about USD225 million. This debt is automatically paid
off with factored receivables.

Issuer Profile

AMP is one of the largest producers of metal beverage cans globally
with a current production capacity of over 40 billion cans a year.

Public Ratings with Credit Linkage to other ratings

AMP's IDR is linked to the credit profile of Ardagh.

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

AMP has an ESG Relevance Score of '4' for Management Strategy due
to a complex funding strategy, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

AMP has an ESG Relevance Score of '4' for Group Structure due to
the complexity of ownership and funding structure reducing
transparency, 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
   -----------                ------              --------   -----
Ardagh Metal Packaging
Finance USA LLC

   senior unsecured     LT     CCC+ Rating Watch On   RR5    CCC+

   senior secured       LT     BB-  Rating Watch On   RR1    BB-

Ardagh Metal
Packaging S.A.          LT IDR B-   Rating Watch On          B-

Ardagh Metal
Packaging Finance plc

   senior unsecured     LT     CCC+ Rating Watch On   RR5    CCC+

   senior secured       LT     BB-  Rating Watch On   RR1    BB-

KLEOPATRA HOLDINGS: S&P Lowers LT ICR to 'CC', Outlook Negative
---------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Kleopatra Holdings 2 S.C.A. (KH2) to 'CC' from 'CCC+' and its issue
rating on the senior unsecured notes to 'C'. S&P also lowered its
long-term issuer credit ratings on Kloeckner Pentaplast of America
Inc. and Kleopatra Finco S.a.r.l. to 'CCC-' from 'CCC+'; and S&P
lowered its issue rating on the senior secured facilities to
'CCC-'.

S&P said, "The negative outlook reflects that we will lower our
rating on KH2 to 'SD' (selective default) and on its unsecured
notes to 'D' (default) upon transaction completion. We could also
lower our ratings on Kloeckner Pentaplast of America Inc. and
Kleopatra Finco S.a.r.l. to 'SD' and the senior secured debt to 'D'
if the group also completes a transaction that we see as distressed
on those instruments."

On March 24, 2025, plastic packaging producer Kloeckner Pentaplast
Group's holding company, KH2 launched a consent solicitation for
the exchange of its EUR300 million senior unsecured notes due in
September 2026. S&P expects the group will obtain consent from more
than 90% noteholders.

S&P said, "We view KH2's capital structure as unsustainable and
thereby consider this exchange as distressed. In our view, the
exchange offer falls short of the original promise to lenders, as
we do not regard the compensation as adequate.

"We view the proposed transaction as distressed. KH2 launched a
consent solicitation to amend and extend the terms of its senior
unsecured notes. The proposal includes exchanging the 6.5% EUR300
million senior unsecured notes due in September 2026 at par into
new EUR300 million second-lien notes due September 2029 paying 6.5%
cash + 2.5% in-kind interest. The new notes would benefit from an
enhanced security package. We think that there is a high likelihood
that this transaction will be implemented and view it as distressed
as investors are, in our view, receiving less than originally
promised on their outstanding notes.

"We understand that KH2 plans to complete the refinancing of its
senior secured debt in the coming months. We will assess the
transaction's effect on the ratings once its terms have been agreed
and released. The lowering of our ratings on KH2's subsidiaries,
Kloeckner Pentaplast of America Inc. and Kleopatra Finco S.a.r.l,
reflects the refinancing risks related to the senior secured debt.

"We continue to view KH2's capital structure as unsustainable. We
think that KH2's elevated S&P Global Ratings-adjusted debt quantum
(EUR2.4 billion) compared to its track record of mostly negative
free operating cash flow makes its capital structure unsustainable.
This undermines KH2's refinancing prospects for its $725 million
and EUR600 million senior secured term loans due in February 2026,
and its EUR400 million senior secured notes (March 2026).

"The negative outlook reflects that we will lower our ratings on
KH2 to 'SD' (selective default) and on its unsecured notes to 'D'
(default) upon transaction completion. We could also lower our
ratings on Kloeckner Pentaplast of America Inc. and Kleopatra Finco
S.a.r.l. to 'SD' and the senior secured debt to 'D' if the group
also completes a transaction that we see as distressed on those
instruments."




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

ENSTALL GROUP: S&P Lowers ICR to 'CCC+', On CreditWatch Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Enstall
Group to 'CCC+' from 'B-'. S&P also lowered its issue-level rating
on its $375 million term loan B (TLB) and on the EUR100 million
equivalent RCF to 'CCC+' from 'B-', for which the recovery rating
remains '3', indicating its expectation of about 50% recovery in
the event of a payment default.

S&P said, "The negative CreditWatch indicates we will likely lower
our rating on Enstall by one or more notches over the next few
months if Enstall fails to grow EBITDA over the next few quarters
in line with its projections, increasing the likelihood of a debt
restructuring to address a potential liquidity shortage in 2026
when the covenant test resumes or the RCF matures.

"Continued high inflation and potential delay in interest rates
cuts, combined with shifting government priorities, could further
threaten industry prospects for solar panel companies. Following
elections in U.S. and recently imposed tariffs, we believe that the
risk that interest rates will remain high to fight the potential
higher inflation has increased materially. This poses further
challenges to demand for solar energy, because fewer customers
would be willing to borrow money to install panels considering the
large upfront investment and the high cost of debt. Moreover, we
see increasing risk that subsidies for solar equipment
manufacturing, electricity production, and home purchases included
in the 2022 Inflation Reduction Act may be targeted by the Trump
administration for review. In addition, in light of the current
geopolitical environment, European governments, which are already
burdened by high levels of debt, could prioritize funding key
strategic sectors, such as defense, and delay initiatives and
subsidies aimed at improving energy efficiency. This led us to
revise downward our base-case scenario for Enstall, and we now
project negative sales growth of about 2%-5% in 2025 and moderately
positive growth of 5%-7% in 2026. We note that our estimates carry
significant downside risk given current market uncertainty and
volatility of volumes. Although the acquisition of Schletter has
somewhat increased the exposure to the commercial and industrial
end-markets, we note that the company is highly exposed to the
residential end market, which accounts for about two-thirds of the
company's revenue, and it is more severely affected by the current
negative market dynamics and could lead to further volatility in
the company's operating performance.

"We project that Enstall's profitability in 2025-2026 will be lower
than initially projected, leading to a worsening FOCF deficit.
Considering the higher projected market volatility and worsening
outlook for the solar panels industry in the near term, we believe
that margins will take longer to recover from the low point of
2024. While Enstall has not revised its guidance for EBITDA of
about EUR147 million in 2025 including the contribution from
Schletter, we have lowered our estimate given the elevated downside
risk and market volatility. We now project the EBITDA margin will
stand at about 12%-13% in 2025, compared with 16.5%-17.5% in our
previous base case, owing to lower volumes negatively impacting
operating leverage and fewer realized synergies from the Schletter
acquisition. We project that the contribution from Schletter will
be significantly less than initially predicted and we believe that
the costs related to the integration of the recently acquired
entity can put additional pressure on Enstall's operating
performance. As such, we forecast that FOCF burn could deteriorate
well beyond the EUR10 million-EUR15 million projected in our
previous base-case scenario.

"Prolonged underperformance and delay in deleveraging would
increase the risk of breaching the covenant once the test resumes
in the first quarter of 2026. We believe that the company will have
to significantly draw on the RCF to meet its liquidity uses because
the cash balance of about EUR74 million as of Jan. 1, 2025, has
currently reduced over the last two months and is not sufficient to
cover Enstall's fixed charges. Following the significant debt
quantum following the transaction in 2023 and 2024, the company has
currently about EUR120 million of cash interest and debt redemption
to pay annually. In our view, this will absorb a significant part
of 2025 liquidity sources, leaving a limited liquidity buffer to
finance capital spending (capex) and working capital needs, unless
the EBITDA recovers materially. Moreover, we note that the RCF
matures in August 2026, and if the company does not refinance it
over the next few months, it would become a source of short-term
liquidity and thus impair our liquidity assessment. Furthermore, in
2026, the availability under the RCF could be constrained as the
covenant test would resume, stipulating a maximum leverage of 7x
when drawings exceed EUR51 million, and if the EBITDA does not
improve materially, Enstall's leverage will likely remain above
this level.

"The negative CreditWatch indicates we will likely lower our rating
on Enstall by one or more notches over the next few months if
Enstall fails to grow EBITDA in line with its projections over the
next few quarters, increasing the likelihood of a debt
restructuring to address a potential liquidity shortage in 2026
when the covenant test resumes or the RCF matures.

"We would affirm the 'CCC+' rating if the business recovers
significantly over the same period, easing the company's potential
liquidity risks and reducing the probability of a debt
restructuring in the short term."


MAXEDA DIY: Fitch Affirms 'B-' LT IDR Following Criteria Update
---------------------------------------------------------------
Fitch Ratings has affirmed six EMEA non-food retail companies'
ratings following the revision of its approach to treating leases
in its analysis.

Following the publication of its updated Corporate Rating Criteria
and its Sector Navigators Addendum, Fitch has moved to using
companies' IFRS 16/ASC 842 reported lease liabilities to compute
lease-adjusted leverage metrics for sectors, including Non-Food
Retail, for which Fitch applies lease adjusted credit metrics.

The revised criteria have no impact on the ratings and Outlooks of
the entities listed below. Where appropriate, Fitch has revised
sensitivities, as listed in Rating Sensitivities.

Key Rating Drivers

For full key ratings drivers, see the following rating action
commentaries (RAC):

Kingfisher plc (29 April 2024)

El Corte Ingles, S.A. (11 June 2024)

Ceconomy AG (20 November 2024)

Mobilux Group SCA (3 July 2024)

Takko Holding Luxembourg 2 S.a.r.l. (24 October 2024)

Maxeda DIY Holding B.V. (1 October 2024)

Peer Analysis

See relevant RAC.

Key Assumptions

See relevant RAC.

RATING SENSITIVITIES

Kingfisher plc

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

- EBITDAR margin falling below 10% and further deterioration in the
structural profitability of French operations

- Deviation from current financial policy translating into net
EBITDAR leverage above 2.5x

- EBITDAR fixed-charge coverage trending below 2.5x on a sustained
basis

- Neutral-to-negative or volatile free cash flow (FCF) generation

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

- Structural improvement in profitability, with EBITDAR margin
sustained above 13%, reflecting solid execution of the group's
strategic objectives including improvements in profitability in
France underpinned by trading resilience

- Positive and strengthening post-dividend FCF generation

- Net EBITDAR leverage below 1.5x

- EBITDAR fixed-charge coverage trending above 3.5x on a sustained
basis

El Corte Ingles, S.A.

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

- Total adjusted net debt/operating EBITDAR above 2.5x

- EBITDAR/gross interest paid + rents below 4.0x

- Deterioration in organic sales growth and profit margins, with
EBITDA margin below 6.5% and negative FCF margin, all on a
sustained basis

- Deviation from conservative financial policy not compensated by
asset disposals or other forms of external support, leading to
tightening liquidity

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

- Total adjusted net debt/operating EBITDAR below 2.0x

- EBITDAR/gross interest paid + rents above 4.5x on a sustained
basis

- Strengthening of EBITDA margin to above 7% and continuing
positive FCF, all on a sustained basis

- Solid strategy execution alongside a conservative financial
structure, continuous strengthening of corporate governance and
enhanced information disclosure

Ceconomy AG

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

- Decline in profitability and like-for-like sales, for example,
due to increased competition or a poor business mix, with EBITDA
margin remaining below 2%

- EBITDAR fixed-charge coverage below 1.6x

- EBITDAR net leverage consistently above 3.5x

- Mostly negative FCF

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

- Improved profitability and like-for-like sales, for example, due
to a strengthened competitive position or an improved business mix,
with Fitch-defined EBITDA margin sustained above 2.5%

- EBITDAR net leverage consistently below 2.5x

- EBITDAR fixed-charge coverage above 2.0x

- Neutral to marginally positive FCF generation and improved cash
flow conversion leading to lower year on year trade WC volatility

Mobilux Group SCA

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

- Sharp deterioration in revenue and profitability, reflecting, for
example, an increasingly competitive operating environment
translating into an EBITDAR margin consistently below 10.0%

- EBITDAR fixed charge coverage below 2.0x on a sustained basis

- FCF margin trending towards neutral

- Inability to reduce EBITDAR gross leverage to below 4.5x in the
next 12-18 months

- Evidence of tightening liquidity due to material operational
underperformance or significant distributions to shareholders
increasing leverage

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

- Wider geographic diversification leading to higher EBITDAR of at
least EUR500 million

- Commitment to a financial policy conducive to EBITDAR gross
leverage remaining below 3.0x

- FCF margin above 3% on a sustained basis

- EBITDAR margin improving towards 13.5%

- EBITDAR fixed charge coverage consistently above 2.5x

Takko Holding Luxembourg 2 S.a.r.l.

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

- Deteriorating performance of the business, due to recessionary
environment, competition or lack of cost control, leading to
declining like-for-like sales and weaker EBITDAR

- Reduced liquidity headroom (including availability of letters of
credit) due to trading underperformance, aggressive financial
policy, or more pronounced seasonality, requiring a regularly drawn
revolving credit facility (RCF)

- Sustained EBITDAR leverage over 4.5x

- EBITDAR fixed-charge coverage weakening below 1.2x on a sustained
basis

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

- Evidence in sustained like-for-like revenue growth improving to
above EUR150 million EBITDA and geographical diversification, along
with enhanced operating margins

- EBITDAR leverage falling below 3.5x

- EBITDAR fixed-charge coverage above 1.7x on a sustained basis

Maxeda DIY Holding B.V.

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

- Significant EBITDA decline, reflecting falling selling volumes
and cost inflation, which cannot be offset by further cost-saving
initiatives

- EBITDAR fixed-charge coverage trending towards 1.0x on a
sustained basis

- EBITDAR leverage above 6.0x on a sustained basis

- Negative FCF leading to tightening liquidity, with the RCF being
constantly drawn

- Lack of credible refinance solutions for the RCF and senior
secured notes before October 2025

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

- Visibility of sustained Fitch-adjusted EBITDA recovery to around
EUR100 million (FY24: EUR70 million)

- Positive FCF generation

- EBITDAR fixed-charge coverage above 1.5x on a sustained basis

- EBITDAR leverage below 4.5x on a sustained basis

Liquidity and Debt Structure

See relevant RAC.

Issuer Profile

See relevant RAC.

Summary of Financial Adjustments

See relevant RAC.

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

See relevant RAC.

   Entity/Debt            Rating         Recovery   Prior
   -----------            ------         --------   -----
Kingfisher plc      LT IDR BBB  Affirmed            BBB
                    ST IDR F2   Affirmed            F2

   senior
   unsecured        LT     BBB  Affirmed            BBB

Maxeda DIY
Holding B.V.        LT IDR B-   Affirmed            B-

   senior secured   LT     B    Affirmed   RR3      B

Mobilux Finance
S.A.S.

   senior secured   LT     BB-  Affirmed   RR3      BB-

   senior secured   LT     BB-  Affirmed   RR3      BB-

Mobilux Group SCA   LT IDR B+   Affirmed            B+

Ceconomy AG         LT IDR BB   Affirmed            BB

   senior
   unsecured        LT     BB   Affirmed   RR4      BB

El Corte Ingles,
S.A.                LT IDR BBB- Affirmed            BBB-

   senior
   unsecured        LT     BBB- Affirmed            BBB-

Takko Fashion
GmbH

   senior secured   LT     BB-  Affirmed   RR2      BB-

Takko Holding
Luxembourg 2
S.a.r.l.            LT IDR B    Affirmed            B



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

SANTANDER CONSUMO 6: DBRS Keeps E Notes' 'BB' Rating Under Review
-----------------------------------------------------------------
DBRS Ratings GmbH maintained its Under Review with Negative
Implications (UR-Neg.) status on the credit ratings of four classes
of notes issued by Santander Consumo 6 FT as follows:

-- Class B Notes rated AA (sf)
-- Class C Notes rated A (high) (sf)
-- Class D Notes rated A (low) (sf)
-- Class E Notes rated BB (sf)

Morningstar DBRS did not take rating action on the Class A Notes
(rated AA (sf)) also issued in the transaction.

The credit ratings of the Class B Notes, Class C Notes, and the
Class D Notes address the ultimate payment of interest (timely when
most senior) and the ultimate repayment of principal by the legal
final maturity date. The credit rating of the Class E Notes
addresses the ultimate payment of interest and the ultimate
repayment of principal by the legal final maturity date.

The transaction, issued in May 2024, is a securitization of a
portfolio of fixed-rate, unsecured, amortizing personal loans
granted without a specific purpose to private individuals domiciled
in Spain and serviced by Banco Santander SA (Santander).

CREDIT RATING RATIONALE

The UR-Neg. rating actions follow a review of updated historical
collateral performances with a noticeable deterioration in both the
historical cumulative defaults and recoveries that were already
reflected in the expected default and expected recovery assumptions
applied to Santander Consumo 7 FT issued on November 14, 2024.

As the transaction's revolving period ended on December 21, 2024,
Morningstar DBRS considers it is prudent to assess the potential
cash flow impact of revised asset assumptions based on the
transition to a static portfolio, while awaiting the release of the
next quarterly investor report in late March 2025 to complete the
analysis.

Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each class of the Rated Notes are the
related Interest Amounts and Principal.

Notes: All figures are in euros unless otherwise noted.



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

ARK HOLDING: Moody's Affirms 'B2' CFR, Outlook Remains Stable
-------------------------------------------------------------
Moody's Ratings has affirmed the B2 long term corporate family
rating and B2-PD probability of default rating of Ark Holding
S.a.r.l. (AutoForm or the company). Concurrently, Moody's have
affirmed the B2 instrument rating on the senior secured bank credit
facilities issued by the company. AutoForm intends to upsize the
senior secured term loan B by EUR200 million to EUR672 million. The
outlook remains stable.

Proceeds from the proposed EUR200 million add-on, along with EUR136
million cash on balance sheet, will be used to repay the EUR283
million PIK notes that were issued outside of the restricted group
and the EUR53 million drawings under the revolving credit facility
(RCF), as well as to cover related fees and expenses.

RATINGS RATIONALE      

The affirmation of AutoForm's ratings reflects Moody's expectations
that, despite the releveraging of the company following the
proposed debt issuance, the key credit metrics will quickly improve
and come back to levels commensurate with the current rating. The
company's credit quality remains supported by its solid cash flow
generation, strong trading performance and Moody's expectations
that earnings will continue to grow over the next 12-18 months.

In 2024, AutoForm reported 9% revenue growth, driven by increasing
customer penetration and pricing uplifts. Strong top-line growth,
combined with tight cost control and operating leverage, resulted
in a 12% EBITDA expansion, slightly outperforming Moody's previous
expectations. As a consequence, Moody's adjusted debt/EBITDA
decreased to 5.3x in 2024 from 6.2x in 2023.

Moody's estimates that, pro forma for the contemplated transaction,
AutoForm's Moody's adjusted debt/EBITDA will increase to
approximately 6.8x as of December 2024. However, Moody's expects
leverage to decrease to below 6.0x over the next 12-18 months,
driven by sustained annual earnings growth of approximately 10%.
Furthermore, despite the increase in annual cash interest expenses
by approximately EUR10 million following the add-on, the company's
free cash flow (FCF) generation will remain solid in a range of
EUR35-45 million on an annual basis. Moody's also expects that
interest coverage, measured as Moody's adjusted (EBITDA – Capex)
/ interest expenses, will remain adequate for the rating category,
at approximately 2.0x-2.5x over the next couple of years.

AutoForm's B2 rating continues to be supported by the company's
leading position in the niche market of engineering software
solutions to the automotive industry, underpinned by good product
offering and limited competition; low churn rates with attrition
close to nil for key original equipment manufacturer (OEM) clients;
very strong margins; and good liquidity profile underpinned by an
high cash balance and strong FCF generation.

Conversely, the B2 rating is constrained by AutoForm's small scale
and exposure to a niche market; limited product offering, mainly
concentrated on the forming solution, despite a strong traction on
the assembly segment; and commercial strategy based on short term
license contracts, although allowing the company to renegotiate
prices each year.

ESG CONSIDERATIONS

Governance was a key factor in the rating action, as Moody's views
the releveraging transaction as indicative of a
shareholder-friendly financial policy. However, Moody's assumes the
company's financial policy will remain unchanged, maintaining
credit metrics that support the current rating.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that, despite the
releveraging impact of the proposed debt issuance, the company will
quickly improve its credit metrics over the next 12-18 months, with
Moody's adjusted debt/EBITDA decreasing well below 6.0x by the end
of 2026. The stable outlook also reflects Moody's expectations that
AutoForm's free cash flow and interest coverage metrics will remain
in line with the B2 rating after the contemplated transaction.

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

The company's modest size and limited product diversification
constrain the upside potential on the rating. However, positive
rating pressure could build up over time if:

-- AutoForm continues to demonstrate a consistent and sustained
improvement in the underlying operating performance while
strengthening its business profile through a wider exposure to the
assembly segment; and

-- Moody's-adjusted debt/EBITDA reduces towards 4x on a
sustainable basis; and

-- Moody's-adjusted FCF/debt moves sustainably above 10%; and

-- the company demonstrates a commitment to conservative financial
policies.

Negative rating pressure could arise if revenue and EBITDA growth
is weaker than expected such that:

-- Moody's-adjusted leverage remains above 6x for a prolonged
period of time; or

-- Moody's-adjusted FCF/debt fails to remain in the mid-single
digit percentages; or

-- the company adopts more aggressive financial policies; or

-- liquidity weakens.

LIQUIDITY

AutoForm's liquidity is good. Following the transaction, the group
will have a cash balance of EUR54 million and access to a fully
undrawn EUR55 million committed RCF due in 2028. Moody's forecasts
that AutoForm will generate positive free cash flow in excess of
EUR35 million on an annual basis over the next 12-18 months
provides further support to the overall liquidity profile of the
business.

The RCF has a springing net leverage covenant tested if drawings
reach or exceed 40% of facility commitments. Moody's expects that
AutoForm will retain ample headroom against a test level of 11.45x
(January 2025: 6.0x).

AutoForm has no debt maturities in the near term, with the EUR672
million senior secured term loan B maturing in 2029.

STRUCTURAL CONSIDERATIONS

The B2-PD probability of default rating reflects Moody's typical
assumption of a 50% family recovery rate, and takes account of the
covenant-lite structure of the term loan. The B2 ratings on the
senior secured term loan B and the RCF are in line with the CFR,
reflecting the pari passu capital structure of the company.

The credit facilities are guaranteed by material subsidiaries
representing at least 80% of consolidated EBITDA. The security
package includes shares, intercompany receivables and bank accounts
but the absence of meaningful asset pledges means Moody's considers
the package to be weak.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
published in June 2022.

COMPANY PROFILE

Headquartered in Switzerland, AutoForm is a global provider of
engineering software to the automotive industry. Focusing primarily
on original equipment manufacturers (OEMs) and original equipment
suppliers (OESs) as well as well as aluminum and steel producers,
the company's product offering includes modular software solutions
for the planning and validation of sheet metal forming (SMF) and
Body-in-White (BiW) assembly processes in the automotive sector. In
the 12 months that ended January 2025, AutoForm reported revenue of
EUR154 million and company-adjusted EBITDA of EUR104 million,
respectively. Since February 2022, the company has been owned by
private equity firm Carlyle.



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

ADAM CARPETS: Leonard Curtis Named as Joint Administrators
----------------------------------------------------------
Adam Carpets Limited was placed into administration proceedings in
the High Court of Justice Business and Property Courts of England
and Wales Court Number: CR-2025-001773, and Joph Young and Conrad
Beighton of Leonard Curtis, were appointed as joint administrators
on March 20, 2025.  

Adam Carpets is a manufacturer of woven or tufted carpets and
rugs.

Its registered office and principal trading address is at Greenhill
Trading Estate, Kidderminster, Worcestershire DY10 2SH.

The joint administrators can be reached at:

          Joph Young
          Leonard Curtis
          40-41 Foregate Street
          Worcester, WR1 1EE

          -- and --

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

Further details contact:

          The Joint Administrators
          Tel No: 01905 677490
          Email: recovery@leonardcurtis.co.uk

Alternative contact: Lucy Abbott

AZURE FINANCE 3: DBRS Confirms B(low) Rating on X Notes
-------------------------------------------------------
DBRS Ratings Limited took the following credit rating actions on
the notes (collectively, the Rated Notes) issued by Azure Finance
No.3 plc (the Issuer):

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AAA (sf) from AA (high) (sf)
-- Class C Notes upgraded to AA (low) (sf) from A (high) (sf)
-- Class D Notes confirmed at A (low) (sf)
-- Class E Notes confirmed at BBB (sf)
-- Class F Notes confirmed at BB (high) (sf)
-- Class X Notes confirmed at B (low) (sf)

The credit ratings on the Class A Notes and Class B Notes address
the timely payment of interest and ultimate payment of principal on
or before the legal final maturity date in June 2034. The ratings
on the Class C, Class D, Class E, and Class F Notes address the
ultimate repayment of interest and principal by the legal maturity
date, and the timely payment of interest while the senior-most
class outstanding. The rating on the Class X Notes addresses the
ultimate payment of interest and principal by the legal maturity
date.

CREDIT RATING RATIONALE

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

-- Portfolio performance, in terms of delinquencies, defaults, and
losses, as of the February 2025 payment date;

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

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

The transaction is a securitization backed by receivables related
to hire-purchase (HP) auto loans granted by Blue Motor Finance
Limited to borrowers in England, Wales, and Scotland. The
underlying motor vehicles related to the finance contracts consist
of new and used passenger and light-commercial vehicles and
motorcycles. Blue Motor Finance Limited also services the
receivables.

PORTFOLIO PERFORMANCE

As of the February 2025 payment date, loans two to three months in
arrears and loans more than three months in arrears represented
1.4% and 0.0% of the outstanding portfolio balance, respectively.
The cumulative credit default ratio was 6.1% of the original
balance. Cumulative voluntary terminations amounted to 2.3% of the
original balance.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

Morningstar DBRS conducted an analysis of the remaining receivables
and updated its expected PD and LGD assumptions to 10.9% and 46.8%,
respectively.

CREDIT ENHANCEMENT

The subordination of the respective junior obligations provides
credit enhancement (CE) to the rated notes. The transaction has
deleveraged steadily, resulting in increased CE available to the
notes.

As of the February 2025 payment date, the CE on the rated notes had
increased as follows over the last year:

-- CE on the Class A Notes to 75.5% from 40.1%,
-- CE on the Class B Notes to 43.8% from 23.3%,
-- CE on the Class C Notes to 22.3% from 11.8%,
-- CE on the Class D Notes to 11.5% from 6.1%%,
-- CE on the Class E Notes to 4.4% from 2.3%, and
-- CE on the Class F Notes to 0.06% from 0.03%.

The structure benefits from senior reserve fund, which was fully
funded at closing. The target size of the senior reserve fund is
2.2% of the Class A and Class B Notes' principal amount
outstanding. The senior reserve fund required amount is subject to
a floor of 0.5% of the aggregate outstanding principal balance of
the purchased receivables as at the closing date and its currently
at its target of GBP 1.2 million. The senior reserve fund forms
part of the available revenue receipts and is available to cover
senior fees and interest on the Class A and Class B Notes.

Upon the redemption of the Class B Notes, part of the released
funds will be applied to create the junior reserve fund, with a
required balance of 0.2% of the original collateral balance. The
junior reserve fund will also form part of the available revenue
receipts and will be available to cover senior fees and interest on
the Class C, Class D, Class E, and Class F Notes.

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

BNP Paribas SA (BNPP) acts as the swap counterparty for the
transaction. Morningstar DBRS' public Long Term Critical
Obligations Rating of AA (high) on BNPP is above the first rating
threshold as described in Morningstar DBRS' "Legal and Derivative
Criteria for European Structured Finance Transactions"
methodology.

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

MILLER HOMES: Moody's Affirms 'B1' CFR & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings has affirmed the long term corporate family rating
of Miller Homes Group (finco) PLC (Miller Homes or the company) at
B1 and the probability of default rating at B1-PD. Concurrently,
Moody's have affirmed the B1 instrument ratings of the company's
GBP425 million backed senior secured fixed rate notes due 2029 and
EUR465 million backed senior secured floating rate notes due 2028.
The outlook has been changed to stable from negative.

RATINGS RATIONALE      

The rating action reflects Moody's expectations that Miller Homes'
key ratios will improve over the next 12-18 months to levels
consistent with a B1 CFR, supported by a recovery in the UK
homebuilding market. This recovery is anticipated to drive an
increasing volume of houses sold and resilient house prices. While
the company's credit metrics for 2025 will remain relatively weak,
Moody's forecasts that Miller Homes' Moody's-adjusted Debt/EBITDA
will decrease to 4.5x and EBIT/Interest Expense will improve to
2.9x in 2026.

Moody's expects a mid-teen percentage increase in the number of
completions in 2025 and 2026, supported by Miller Homes'
substantial owned landbank and its mid-market product positioning
in suburban areas, which generally exhibit high demand. Although
the acquisition of St. Modwen Homes in January 2025 has delayed the
pace of deleveraging, due to the inclusion of the deferred
consideration into Moody's adjusted debt metrics, the acquisition
adds 3,541 plots to Miller Homes' owned landbank and 6,763 plots to
its strategic landbank, positioning the company to benefit from the
ongoing market recovery. Miller Homes also has a relatively good
level of revenue visibility, with an order book of GBP815 million
for 2,882 homes as of March 23, 2025, encompassing homes with
reservations and contracts exchanged, as well as homes completed
since the beginning of January 2025.

Miller Homes benefits from a degree of resilience in demand due to
its focus on UK regions with better affordability rates than London
and the South East. This has enabled the company to achieve a solid
operating performance and maintain healthy gross margins despite a
significant deterioration in UK homebuilding market conditions over
the last two years. Moody's-adjusted Debt/Book Capitalisation has
remained resilient, supported by growth in retained earnings. The
ratio stood at 59% in 2024, in line with 2023 and below 61% in
2022. Moody's expects that Miller Homes will deleverage towards 55%
over the next two years, supported by growth in net profit.

Moody's also expects Miller Homes to maintain solid liquidity. Pro
forma for the acquisition of St. Modwen, the company holds GBP169
million of cash on the balance sheet. While Moody's forecasts
negative free cash flow in 2025 due to continued investments in
landbank, Moody's expects positive free cash flow from 2026.
Investments are largely discretionary and should be comfortably
covered by the company's internal sources.

However, Miller Homes' CFR is constrained by its relatively smaller
scale and weaker access to capital compared to larger peers,
despite comparable competition in the regions where the company
operates. In addition, the sector remains exposed to some level of
macroeconomic uncertainty, which may result in a
slower-than-expected recovery in demand and housing market
volumes.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations are relevant to Miller Homes' credit
quality. The company, ultimately owned and controlled by the
private equity firm Apollo Global Management, Inc. (Apollo), has a
concentrated ownership and high leverage. However, Moody's
currently do not anticipate shareholder distributions.

LIQUIDITY

Moody's considers Miller Homes' liquidity to be good. As of
December 2024, the group's internal cash sources include GBP169
million of cash on balance sheet (pro forma for the St. Modwen
acquisition) and access to a GBP194 million super senior revolving
credit facility (RCF), which Moody's expects to remain undrawn.
These funds should comfortably cover all anticipated cash needs
over the next 12 to 18 months.

The company is subject to a springing minimum inventory covenant on
the RCF, with significant headroom.

STRUCTURAL CONSIDERATIONS

The notes are guaranteed by material subsidiaries of the group that
own and generate more than 90% of the group's assets and EBITDA.
The notes are also secured by a floating charge over Miller Homes'
assets and share pledges. Moody's assumes a standard recovery rate
of 50%, reflecting the covenant-lite nature of the debt
documentation.

The B1 instrument ratings of the notes, in line with the CFR,
reflect the company's capital structure, which consists of the
backed senior secured notes as the main class of debt. Moody's
excludes the land payables from the loss-given-default (LGD) model
as these obligations are fully covered by the fixed charge over the
respective value of land.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectations that Miller Homes'
operating performance will improve, with Debt/EBITDA reducing
towards 4.5x by 2026 and EBITA/Interest Expense increasing towards
2.9x. The stable outlook also incorporates Moody's expectations
that Miller Homes will generate positive free cash flow from 2026
and maintain an adequate liquidity profile.

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

Upward pressure on the ratings could result from: revenue growing
above $2.5 billion while maintaining gross margins at or around
current levels; Debt/Book Capitalisation sustained below 45%, with
Debt/EBITDA below 4x, along with substantial cash on the balance
sheet; EBIT/Interest Expense improving towards 4x; stable economic
and homebuilding industry conditions in the UK; and strong free
cash flow generation, coupled with a good liquidity profile.

Downward pressure on the ratings could result from: Debt/Book
Capitalisation sustained above 60% or Debt/EBITDA sustained above
5x (assuming significant cash balance); EBIT/Interest Expense
falling below 2.5x for an extended period; gross margin declining
significantly below current levels; failure to maintain an adequate
landbank in line with current levels; use of debt to fund
substantial land purchases, acquisitions or shareholder
distributions; or a deterioration in the company's liquidity
profile.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Homebuilding
And Property Development published in October 2022.

CORPORATE PROFILE

Miller Homes is a UK-based homebuilder. In 2024, the company
delivered 3,813 units, generating GBP1,060 million in revenue and
GBP164 million in Moody's-adjusted EBITDA. The company is
headquartered in Edinburgh and operates in the Midlands, South of
England, North of England and Scotland. Following the acquisition
of St. Modwen in January 2025, Miller Homes expanded its operations
to the South West of England.

The company is owned by Apollo funds, which acquired it from
Bridgepoint Group PLC in March 2022.

MILLER HOMES: Moody's Rates New EUR475MM Senior Secured Notes 'B1'
------------------------------------------------------------------
Moody's Ratings has assigned a B1 rating to the proposed EUR475
million five-year backed senior secured notes to be issued by
Miller Homes Group (finco) PLC (Miller Homes or the company). The
instrument rating is in line with the B1 instrument rating on the
existing backed senior secured notes. All other ratings, including
Miller Homes' B1 long-term corporate family rating and B1-PD
probability of default rating, as well as the stable outlook,
remain unaffected by the proposed transaction.

Net of transaction fees, costs and expenses, the proceeds from the
proposed issuance will be used to repay Miller Homes' EUR465
million backed senior secured bond due in 2028.

The B1 rating assigned to the proposed notes is aligned with Miller
Homes' B1 CFR, reflecting the company's capital structure, which
consists of the backed senior secured notes as the main class of
debt.

RATINGS RATIONALE     

Miller Homes' B1 CFR continues to reflect the company's established
market position and track record of profitable growth; its focus on
UK regions with relatively better affordability rates compared to
London and the South East, which provides a degree of resilience to
demand; its sizeable land bank that ensures medium-term revenue
visibility; and its solid liquidity position.

Concurrently, the B1 CFR also reflects the company's relatively
small scale and weaker access to capital compared to larger UK
peers, despite its competitive position in the regions where it
operates; its high leverage and weak interest coverage, although
both are expected to improve; and its exposure to the cyclicality
of the homebuilding industry and vulnerability to the overall
economic environment.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations are relevant to Miller Homes' credit
quality. The company, ultimately owned and controlled by the
private equity firm Apollo Global Management, Inc. (Apollo), has a
concentrated ownership and high leverage. However, Moody's
currently do not anticipate shareholder distributions.

LIQUIDITY

Moody's considers Miller Homes' liquidity to be good. As of
December 2024, the group's internal cash sources include GBP169
million of cash on balance sheet (pro forma for the St. Modwen
acquisition) and access to a GBP194 million super senior revolving
credit facility (RCF), which Moody's expects to remain undrawn.
These funds should comfortably cover all anticipated cash needs
over the next 12 to 18 months. Following the bond issuance and
refinancing transaction, Miller Homes will not face any debt
maturities before 2029.

The company is subject to a springing minimum inventory covenant on
the RCF, with significant headroom.

OUTLOOK

The stable outlook reflects Moody's expectations that Miller Homes'
operating performance will improve, with Debt/EBITDA reducing
towards 4.5x by 2026 and EBITA/Interest Expense increasing towards
2.9x. The stable outlook also incorporates Moody's expectations
that Miller Homes will generate positive free cash flow from 2026
and maintain an adequate liquidity profile.

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

Upward pressure on the ratings could result from: revenue growing
above $2.5 billion while maintaining gross margins at or around
current levels; Debt/Book Capitalisation sustained below 45%, with
Debt/EBITDA below 4x, along with substantial cash on the balance
sheet; EBIT/Interest Expense improving towards 4x; stable economic
and homebuilding industry conditions in the UK; and strong free
cash flow generation, coupled with a good liquidity profile.

Downward pressure on the ratings could result from: Debt/Book
Capitalisation sustained above 60% or Debt/EBITDA sustained above
5x (assuming significant cash balance); EBIT/Interest Expense
falling below 2.5x for an extended period; gross margin declining
significantly below current levels; failure to maintain an adequate
landbank in line with current levels; use of debt to fund
substantial land purchases, acquisitions or shareholder
distributions; or a deterioration in the company's liquidity
profile.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Homebuilding And
Property Development published in October 2022.


COMPANY PROFILE

Miller Homes is a UK-based homebuilder. In 2024, the company
delivered 3,813 units, generating GBP1,060 million in revenue and
GBP164 million in Moody's-adjusted EBITDA. The company is
headquartered in Edinburgh and operates in the Midlands, South of
England, North of England and Scotland. Following the acquisition
of St. Modwen in January 2025, Miller Homes expanded its operations
to the South West of England.

The company is owned by Apollo funds, which acquired it from
Bridgepoint Group PLC in March 2022.

NEWDAY FUNDING 2022-1: DBRS Hikes Class F Notes Rating to BB
------------------------------------------------------------
DBRS Ratings Limited took credit rating actions on the notes listed
below (collectively, the Notes) issued by NewDay Funding Master
Issuer and NewDay Funding Loan Note Issuer:

NewDay Funding Master Issuer Series 2022-1:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (high) (sf) from AA (sf)
-- Class C Notes upgraded to A (high) (sf) from A (low) (sf)
-- Class D Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (sf) from B (high) (sf)

Series 2022-2:

-- Class C Notes upgraded to A (high) (sf) from A (low) (sf)
-- Class D Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (sf) from B (high) (sf)

Series 2022-3:

-- Class A Notes upgraded to AA (low) (sf) from A (sf)
-- Class D Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (sf) from B (high) (sf)

Series 2023-1:

-- Class A1 Notes confirmed at AAA (sf)
-- Class A2 Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (high) (sf) from AA (sf)
-- Class C Notes upgraded to A (high) (sf) from A (sf)
-- Class D Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (sf) from B (high) (sf)

Series 2024-1:

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (high) (sf) from AA (sf)
-- Class C Notes upgraded to A (high) (sf) from A (sf)
-- Class D Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (sf) from B (high) (sf)

Series 2024-2:

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (high) (sf) from AA (sf)
-- Class C Notes upgraded to A (high) (sf) from A (sf)
-- Class D Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (sf) from B (high) (sf)

Series 2024-3:

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes upgraded to AA (high) (sf) from AA (sf)
-- Class C Notes upgraded to A (high) (sf) from A (sf)
-- Class D Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (high) (sf) from B (high) (sf)

NewDay Funding Loan Note Issuer Series 2022-2:

-- Class A Loan Note upgraded to AA (high) (sf) from AA (sf)

VFN-F1 V1:

-- Class A Notes upgraded to BBB (high) (sf) from BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to BB (sf) from B (high) (sf)

The credit ratings address the timely payment of scheduled interest
and the ultimate repayment of principal by the relevant legal final
maturity dates.

The credit rating actions above reflect Morningstar DBRS' revised
expected charge-off rate and monthly principal payment rate (MPPR)
of the eligible portfolio further discussed below.

The Notes or each transaction is a securitization of near-prime
credit cards granted to individuals domiciled in the UK by NewDay
Ltd. (NewDay) and are issued out of NewDay Funding Master Issuer or
NewDay Funding Loan Note Issuer as part of the NewDay
Funding-related master issuance structure under the same
requirements regarding servicing, amortization events, priority of
distributions, and eligible investments. NewDay Cards Ltd. (NewDay
Cards) is the initial servicer with Lenvi Servicing Limited (Lenvi)
in place as the backup servicer for each transaction.

CREDIT RATING RATIONALE

Morningstar DBRS based its credit ratings of the Notes on the
following analytical considerations:

-- Each transaction's structure, including the form and
sufficiency of available credit enhancement to withstand stressed
cash flow assumptions and repay the issuer's financial obligations
according to the terms under which the Notes are issued

-- The credit quality of NewDay's portfolio, the characteristics
of the collateral, its historical performance and Morningstar DBRS'
revised expectation of the charge-off rate, MPPR and expectation of
yield rate under various stress scenarios

-- Morningstar DBRS' operational risk review of NewDay's
capabilities regarding origination, underwriting, position in the
market and financial strength.

-- Morningstar DBRS' operational risk review of NewDay Cards and
Lenvi regarding servicing

-- The transaction parties' financial strength regarding their
respective roles

-- The consistency of the transaction's structure with Morningstar
DBRS' "Legal and Derivative Criteria for European Structured
Finance Transactions" methodology

-- Morningstar DBRS' long term sovereign credit rating on United
Kingdom of Great Britain and Northern Ireland, currently AA with a
Stable trend.

TRANSACTION STRUCTURE

The transactions include a scheduled revolving period. During this
period, additional receivables may be purchased and transferred to
the securitized pool, provided that the eligibility criteria set
out in the transaction documents are satisfied. The revolving
period may end earlier than scheduled if certain events occur, such
as the breach of performance triggers or servicer termination. The
servicer may extend the scheduled revolving period by up to 12
months. If the notes are not fully redeemed at the end of their
respective scheduled revolving periods, the individual transaction
would enter into a rapid amortization.

Each transaction includes a series-specific liquidity reserve that
is replenished to the target amount in the transaction's interest
waterfalls. The liquidity reserve is available to cover the
shortfalls in senior expenses, senior swap payments (if applicable)
and interest due on the Class A Class B, Class C and Class D Notes
and would amortize to the target amount, subject to a floor of GBP
250,000.

As all GBP-denominated Notes carry floating-rate coupons based on
the daily compounded Sterling Overnight Index Average (Sonia),
there is an interest rate mismatch between the fixed-rate
collateral and the Sonia-based coupon rates. The potential interest
rate mismatch risk is to a certain degree mitigated by excess
spread and NewDay's ability to increase the credit card annual
percentage contractual rates.

As the Class A2 Notes of both NewDay Funding Master Issuer Series
2022-1 and Series 2023-1 are denominated in U.S. dollars (USD),
there are balance-guaranteed, cross-currency swaps in each
transaction to hedge the currency risk between the GBP-denominated
collateral and the USD-denominated Class A2 Notes.

COUNTERPARTIES

HSBC Bank plc is the account bank for each transaction. Based on
Morningstar DBRS' private credit ratings on HSBC Bank plc and the
downgrade provisions outlined in the transaction documents,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be commensurate with the credit ratings
assigned.

ING Bank N.V. and Banco Santander SA are the swap counterparties
for the NewDay Funding Master Issuer, 2022-1 Class A2 swap and
2023-1 Class A2 swap, respectively. Morningstar DBRS has a
Long-Term Issuer Rating of AA (low) on ING Bank N.V. and A (high)
on Banco Santander SA both of which meet the criteria to act in
such capacity. The swap documentation for the above transactions
also contains downgrade provisions consistent with Morningstar
DBRS' criteria.

PORTFOLIO ASSUMPTIONS

The most recent total yield from the February 2025 investor report
of the NewDay Funding-related eligible portfolio was 34.0%, up from
the record low of 26% in May 2020 because of the consistent
repricing by NewDay following the Bank of England base rate
increases since mid-2022. Nonetheless, the yield is expected to
follow the trend of the Bank of England base rate, which has been
declining since August 2024. After consideration of the observed
trends and the removal of spend-related fees, Morningstar DBRS
elected to maintain the expected yield at 27%.

For the charge-off rates, the eligible portfolio reported 12.9%
February 2025 after reaching a record high of 17.6% in April 2020.
Morningstar DBRS notes the levels have remained below 18% since
June 2020, albeit with some volatility, and elected to revise the
expected charge-off rate to 16% from 18% in light of the easing of
inflation, lower interest rates and Morningstar DBRS' improved
credit outlook for near prime borrowers.

The most recent total payment rate including the interest
collections of the eligible portfolio was 15.3% in February 2025
which remains above historical levels and the recent levels
continue to be resilient in the current economic environment and is
also reflected in Morningstar DBRS' improved credit outlook for
near prime borrowers. As such, Morningstar DBRS revised the
expected MPPR to 9% from 8% after removing the interest
collections.

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

NEWDAY FUNDING 2025-1: DBRS Gives Prov. BB Rating to F Notes
------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following classes of notes (collectively, the Notes) to be issued
by NewDay Funding Master Issuer plc (the Issuer):

-- Series 2025-1, Class A Notes at (P) AAA (sf)
-- Series 2025-1, Class B Notes at (P) AA (sf)
-- Series 2025-1, Class C Notes at (P) A (sf)
-- Series 2025-1, Class D Notes at (P) BBB (sf)
-- Series 2025-1, Class E Notes at (P) BB (high) (sf)
-- Series 2025-1, Class F Notes at (P) BB (sf)

The credit ratings of the Notes address the timely payment of
scheduled interest and the ultimate repayment of principal by the
legal final maturity date.

The transaction is a securitization of near-prime credit cards
granted to individuals domiciled in the UK by NewDay Ltd. (NewDay)
and is issued out of the Issuer as part of the NewDay
Funding-related master issuance structure under the same
requirements regarding servicing, amortization events, priority of
distributions and eligible investments. NewDay Cards Ltd. (NewDay
Cards) is the initial servicer with Lenvi Servicing Limited (Lenvi)
in place as the backup servicer for the transaction.

CREDIT RATING RATIONALE

Morningstar DBRS based its credit ratings of the Notes on the
following analytical considerations:

-- The transaction's structure, including the form and sufficiency
of available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Notes are issued

-- The credit quality of NewDay's portfolio, the characteristics
of the collateral, its historical performance and Morningstar DBRS'
expectation of the charge-off rate, monthly principal payment rate
(MPPR), and yield rate under various stress scenarios

-- Morningstar DBRS' operational risk review of NewDay and NewDay
Cards' capabilities regarding origination, underwriting, servicing,
position in the market and financial strength

-- Morningstar DBRS' operational risk review of NewDay Cards and
Lenvi regarding servicing

-- The transaction parties' financial strength regarding their
respective roles

-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal and Derivative Criteria for European
Structured Finance Transactions" methodology

-- Morningstar DBRS' long-term sovereign credit rating on United
Kingdom of Great Britain and Northern Ireland, currently AA with a
Stable trend

TRANSACTION STRUCTURE

The transaction includes a scheduled revolving period. During this
period, additional receivables may be purchased and transferred to
the securitized pool, provided that the eligibility criteria set
out in the transaction documents are satisfied. The revolving
period may end earlier than scheduled if certain events occur, such
as the breach of performance triggers or servicer termination. The
servicer may extend the scheduled revolving period by up to 12
months. If the Notes are not fully redeemed at the end of the
scheduled revolving period, the transaction will enter into a rapid
amortization.

The transaction also includes a series-specific liquidity reserve
to cover shortfalls in senior expenses, senior swap payments (if
applicable) and interest on the Class A, Class B, Class C and Class
D Notes (collectively, Senior Classes) and would amortize to the
target amount of []% of Senior Classes' outstanding balance,
subject to a floor of GBP 250,000.

As the Notes are denominated in GBP with floating-rate coupons
based on the daily compounded Sterling Overnight Index Average
(Sonia), there is an interest rate mismatch between the fixed-rate
collateral and the Sonia-based coupon rates. The potential interest
rate mismatch risk is to a certain degree mitigated by excess
spread and NewDay's ability to increase the credit card annual
percentage contractual rates.

COUNTERPARTIES

HSBC Bank plc is the account bank for the transaction. Based on
Morningstar DBRS' private credit rating on HSBC Bank and the
downgrade provisions outlined in the transaction documents,
Morningstar DBRS considers the risk arising from the exposure to
the account bank to be commensurate with the credit ratings
assigned.

PORTFOLIO ASSUMPTIONS

The most recent total yield from the February 2025 investor report
of the NewDay Funding-related eligible portfolio was 34.0%, up from
the record low of 26% in May 2020 because of the consistent
repricing by NewDay following the Bank of England base rate
increases since mid-2022. Nonetheless, the yield is expected to
follow the trend of the Bank of England base rate, which has been
declining since August 2024. After consideration of the observed
trends and the removal of spend-related fees, Morningstar DBRS
elected to maintain the expected yield at 27%.

For the charge-off rates, the eligible portfolio reported 12.9%
February 2025 after reaching a record high of 17.6% in April 2020.
Morningstar DBRS notes the levels have remained below 18% since
June 2020, albeit with some volatility, and elected to revise the
expected charge-off rate to 16% from 18% in light of the easing of
inflation, lower interest rates and Morningstar DBRS' improved
credit outlook for near prime borrowers.

The most recent total payment rate including the interest
collections of the eligible portfolio was 15.3% in February 2025
which remains above historical levels and the recent levels
continue to be resilient in the current economic environment and is
also reflected in Morningstar DBRS' improved credit outlook for
near prime borrowers. As such, Morningstar DBRS revised the
expected MPPR to 9% from 8% after removing the interest
collections.

Morningstar DBRS' credit ratings on the Notes address the credit
risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the Notes are the related
Interest Payment Amounts and the Class Balances.

Morningstar DBRS' credit ratings on the Notes also address the
credit risk associated with the increased rate of interest
applicable to the Notes if the Notes are not redeemed on the
Optional Redemption Date (as defined in and) in accordance with the
applicable transaction documents.

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

REDSTONE TRAINING: Begbies Traynor Named as Administrators
----------------------------------------------------------
Redstone Training Ltd was placed into administration proceedings in
the High Court of Justice Business and Property Courts in
Manchester, Insolvency & Companies List (ChD) Court Number:
CR-2025-000334, and Jason Dean Greenhalgh and Stephen Berry of
Begbies Traynor (Central) LLP, were appointed as administrators on
March 21, 2025.  

Redstone Training was a training provider for the rail industry.

Its registered office is at Suite 25 Lowry Mill, Swinton,
Manchester, M27 6DB.

The administrators can be reached at:

                Jason Dean Greenhalgh
                Stephen Berry
                Begbies Traynor (Central) LLP
                No 1 Old Hall Street, Liverpool
                L3 9HF

Any person who requires further information may contact:

                 Danyal Quereshi
                 Begbies Traynor (Central) LLP
                 Email: Danyal.Quereshi@btguk.com
                 Tel No: 0151 227 4010

SAVOY PROJECTS: RSM UK Named as Joint Administrators
----------------------------------------------------
Savoy Projects LLP was placed into administration proceedings in
the High Court of Justice Business and Property Courts of England
and Wales, Insolvency & Companies List (ChD) Court Number:
CR-2025-001947, and Lee Van Lockwood and James Miller of RSM UK
Restructuring Advisory LLP, were appointed as joint administrators
on March 20, 2025.  

Savoy Projects specialized in property development.

Its registered office and principal trading address is at 63 Dennis
Lane, Stanmore, Middlesex, HA7 4JU.

The joint administrators can be reached at:

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

Correspondence address & contact details of
case manager:

         Ryan Marsh
         RSM UK Restructuring Advisory LLP
         Central Square, 5th Floor
         29 Wellington Street, Leeds
         LS1 4DL
         Tel: 0113 285 5000

Alternative contact:

         The Joint Administrators
         Tel: 0113 285 5000

SMART PROPERTY: Quantuma Advisory Named as Administrators
---------------------------------------------------------
Smart Property Development Limited was placed into administration
proceedings in the High Court of Justice Business and Property
Courts of England and Wales, Insolvency & Companies List (ChD),
Court Number: CR-2025-001880, and Chris Newell and Michael Kiely of
Quantuma Advisory Limited, were appointed as administrators on
March 18, 2025.  

Smart Property offered services in building completion and
finishing.

Its registered office is at 20 Abelia Close, West End, Woking, GU24
9PG and it is in the process of being changed to C/o Quantuma
Advisory Limited, 7th Floor, 20 St Andrew Street, London, EC4A
3AG.

Its principal trading address is at Unit 3, Studley Court,
Guildford Road, Chobham, Surrey, GU24 8EB.

The administrators can be reached at:

              Chris Newell
              Michael Kiely
              Quantuma Advisory Limited
              7th Floor 20 St Andrew Street
              London, EC4A 3AG

Further Details Contact:

              Archie Edmonds
              Tel No: 0203 744 7234
              Email: Archie.Edmonds@quantuma.com

TAURUS 2021-4: DBRS Confirms BB(low) Rating on F Notes
------------------------------------------------------
DBRS Ratings Limited took the following credit rating actions on
the bonds issued by Taurus 2021-4 UK DAC (the Issuer):

-- Class C confirmed at AAA (sf)
-- Class D confirmed at A (low) (sf)
-- Class E confirmed at BB (high) (sf)
-- Class F confirmed at BB (low) (sf)

CREDIT RATING RATIONALE

The rational to the recommended credit ratings is supported by the
stable performance of the loan securing the transaction over the
last year.

The transaction is a securitization of GBP 844.0 million at
origination in August 2021, comprising two interest-only, senior
commercial real estate loans: the Fulham loan, totaling GBP 633.2
million, and the United VI loan, totaling GBP 210.9 million. The
loans were advanced by Bank of America Europe DAC to entities owned
and managed by Blackstone Inc. (Blackstone). Following the
prepayment of the Fulham loan in February 2024, the only
outstanding loan is the Unite VI loan, whose balance is unchanged
since cut off.

The United VI loan is secured separately by a portfolio of 49
light-industrial and logistics assets integrated into Blackstone's
logistics platform, Mileway. The portfolio is well diversified
across all major regions in the UK, with the majority of assets
located in and around major UK logistical hubs.

The loan to value (LTV) of the loan stands at 64.5% based on the
latest valuation dated May 2024, improved from last year 69.3% and
in line with 65.0% at origination. The latest valuation performed
by Savills Advisory Services (Savills) in May 2024, resulted in GBP
327.0 million, 7.5% higher than the previous valuation at GBP 304.4
million.

No LTV cash trap covenant for the loan has been breached. The loan
is currently performing as debt service has been regularly paid
since origination.

The net rental income for the United VI portfolio increased to GBP
21.1 million as of February 2025 interest payment date IPD, up from
GBP 17.99 million at last annual review and up from GBP 13.17
million since origination. Therefore, the debt yield (DY) for the
loan stands at 10.0%, up from 8.4% as at last review and higher
than 7% at cut off. No DY cash trap covenant has been breached.

Morningstar DBRS underwrote a new tenancy schedule dated December
31, 2024 and provided by the servicer, Situs Asset Management
(Situs). Morningstar DBRS used new underwriting assumptions for NCF
(GBP 15.2 million versus GBP 14.8 million), while cap rate (6.5%),
occupancy (10.0%), and capital expenditure remained unchanged.

Morningstar DBRS value resulted GBP 233.88 million, representing an
haircut of 28.48% compared with Savills' valuation.

The transaction features a Class X interest diversion structure;
however, no trigger event has occurred since issuance.
On the closing date, the Issuer entered into a liquidity facility
agreement with Bank of America, N.A. (BofA), in which BofA made
liquidity support of GBP 18 million available. The Issuer liquidity
reserve can be used to cover interest shortfalls on the Class A,
Class B, and Class C notes. Following the Fulham loan repayment,
GBP 14.9 million of liquidity facility was cancelled at February
2024 IPD. Currently, the liquidity reserve amount stands at GBP 1.9
million and is equivalent to nine months based on the interest
strike rate of 2% per annum (p.a.) or 6.1 months based on the Sonia
cap of 4.0% p.a., respectively.

The loan maturity date is in August 2026. The final notes maturity
is in August 2031. The transaction is structured with a five-year
tail period to allow the special servicer to work out the loan, if
needed, by the final legal maturity of the notes.

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

UK LOGISTICS 2025-1: DBRS Gives Prov. BB Rating to F Notes
----------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
following bonds issued by UK Logistics 2025-1 DAC (the Issuer):

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

All trends are Stable.

CREDIT RATING RATIONALE
The issuance is a securitization of three senior commercial real
estate (CRE) loans originated by Citibank N.A., London Branch
(Citibank). Citibank will advance the Nevis Loan of GBP 360.0
million, the Fawr Loan of GBP 300.0 million, and the Pike Loan of
GBP 180.0 million to borrowers ultimately owned by funds managed by
Blackstone Real Estate Partners (Blackstone or the Sponsor) in
connection with refinancing the acquisition of three logistics
portfolios comprising 8.8 million square feet (sf) of standing
logistics assets and 1.3 million sf of industrial outdoor storage
(IOS) in the UK, largely concentrated in the South East and
London.

The Nevis Loan

The GBP 360.0 million loan relates to a term loan to be advanced by
the Issuer to six borrowers (the Nevis Borrowers), who are
ultimately owned by Blackstone. The purpose of the loan is to
refinance existing indebtedness of the Nevis Borrowers (and other
members of the group) for general corporate purposes and financing
or refinancing financing costs. The Borrower group comprises three
Jersey limited liability companies and three Luxembourg entities.

The collateral securing the loan comprises 59 logistics assets in
the UK with 45% of the portfolio value concentrated in London and
the Southeast. Valuations prepared by Jones Lang LaSalle (JLL) in
January 2025 concluded an aggregate market value (MV) of the
properties at GBP 515.035 million and a portfolio valuation of GBP
580.78 million, based on the final valuation report. Assuming a
corporate portfolio sale representing 0% stamp duty land tax (SDLT)
and an agreed portfolio premium cap of 5%, the final portfolio
value is GBP 567.3 million. The loan-to-value ratio (LTV) based on
the values equal 69.9% and 63.5% (including the 5% portfolio
premium), respectively. The portfolio income comprises rental
payments from typical standing logistics assets. The borrowers
indicated a budget of GBP 34 million of refurb capital expenditures
(capex), which includes capex for identified environmental, social,
and governance (ESG) measures to achieve at least an Energy
Performance Certificate (EPC) B rating for all assets, including
capex such as window upgrades, LED lighting upgrades, installation
of solar photovoltaics (PVs), modernization of building insulation,
and roofing. Most of the units within the portfolio, approximately
70% of total portfolio area, are rated within the C-F rating
category. The portfolio has a weighted-average (WA) lease term to
break (WALTb) and a WA lease term to expiry (WALTe) of 3.3 years
and 5.2 years, respectively. In aggregate, the portfolio tenant
base is granular, with the top 10 tenants accounting for 22% of the
rental income.

As at the Cut-Off Date, 30 September 2024, the portfolio had an
occupancy rate of 88%, and generated GBP 27.0 million of gross
rental income GRI and a Net Operating Income (NOI) of GBP 25.2
million which reflects a day-one debt yield (DY) of 7.0%.
Morningstar DBRS' long-term sustainable net cash flow (NCF)
assumption for the portfolio is GBP 24.3 million, representing a
haircut of 3.4% to in-place NOI. The corresponding Morningstar DBRS
value of GBP 373.8 million represents a haircut of 27.4% to the JLL
property valuation.

There are no loan financial covenants applicable prior to a
permitted change of control (PCOC), but cash trap covenants are
applicable both prior to and post-PCOC. More precisely, the cash
trap levels are set as follows: the LTV is greater than 77.5%, and
the DY is less than 6%. After a PCOC, the financial default
covenants on the LTV and the DY will be applicable; they are set,
respectively, at the LTV being greater than the PCOC LTV +15% and
at 85% of the DY as at the PCOC date.

The senior loan is interest-only prior to a PCOC and carries a
floating rate, which is referenced to the Sterling Overnight Index
Average (Sonia) (floored at 0%) plus a margin that is the WA of the
aggregate interest amounts applicable to the Nevis Loan note
notional amount outstanding for each relevant class of notes.
Morningstar DBRS understands that the borrowers will purchase an
interest cap agreement to hedge against increases in the interest
payable under the loan. This must be in place by the first interest
payment date (IPD). The cap agreement will cover at least 95% of
the outstanding loan balance with a strike rate of the higher of
3.5% and the rate that ensures that, as at the date on which the
relevant hedging transaction is contracted, the hedged interest
coverage ratio (ICR) is not less than 1.25 times (x) until the
first hedging renewal date, being the first IPD falling after the
second anniversary of the utilization date. At each subsequent
hedging renewal date until loan maturity, the hedge must be the
higher of (1) 3.5%, and (2) the rate that ensures that, as at the
date on which the relevant hedging transaction is contracted, the
hedged ICR is not less than 1.25x, provided that in respect of any
hedging transaction in the form of a swap, the maximum hedging rate
is the lower of (A) the higher of (1) and (2) and, (B) the market
prevailing swap (fixed leg) rate on the date on which the relevant
hedging transaction is contracted. The maturity date of the loan is
in May 2030.

The Fawr Loan

The GBP 300 million loan relates to a term loan to be advanced by
the Issuer to two borrowers (the Fawr Borrowers), who are
ultimately owned by Blackstone. The purpose of the loan is to
refinance existing indebtedness of the Fawr Borrowers (and other
members of the group), refinancing the acquisition of the Fawr
property portfolio, for general corporate purposes and financing or
refinancing financing costs. The Fawr Borrowers are private limited
liability companies incorporated under the laws of Jersey.

The collateral securing the loan comprises 26 UK logistics and IOS
assets within densely populated urban areas that have good highway
connectivity. Of the portfolio value, 70% is in London and the
Southeast, the Northwest accounts for 17%, and the remaining 13% of
value is in the Midlands. Valuations prepared for the properties by
JLL in January 2025 concluded an aggregate MV of the collateral at
GBP 501.45 million and a portfolio valuation of GBP 565.72 million,
based on the final valuation report. Assuming a corporate portfolio
sale representing 0% SDLT, and an agreed portfolio premium cap of
5%, the final portfolio value is GBP 552.6 million. The LTV based
on these values equals 59.8% and 54.3% (including the 5% portfolio
premium), respectively. The portfolio income comprises rental
payments from typical standing logistics assets and from leased
IOS, which forms 19.2% of in-place income.

The borrowers indicated a budget of GBP 16 million of refurb capex,
which includes capex for identified ESG measures, such as LED
lighting upgrades, installation of solar PVs, modernization of
building insulation, and roofing, to achieve at least an EPC B
rating for all assets. Most of the units within the Fawr portfolio,
approximately 72% of total portfolio area, are rated within the C-E
rating category. The portfolio has a WALTb and a WALTe of 3.7 years
and 5.5 years, respectively. In aggregate, the portfolio tenant
base is granular with the top 10 tenants accounting for 32% of the
rental income and no single tenant accounting for more than 7.0% of
the total Fawr portfolio rent.

As at the Cut-Off Date, 30 September 2024, the portfolio occupancy
rate was 82.5%, and the portfolio generated GBP 22.4 million of GRI
and an in-place NOI of GBP 21.0 million, reflecting a day-one DY of
7.0 %. Morningstar DBRS' long-term sustainable NCF assumption for
the portfolio is GBP 21.6 million which is broadly in line with the
in-place NOI. The corresponding Morningstar DBRS value is GBP 324.2
million representing a haircut of 35.3% to the JLL property
valuation.

There are no loan financial covenants applicable prior to a PCOC,
but cash trap covenants are applicable both prior to and post-PCOC.
More precisely, the cash trap levels are set as follows: the LTV is
greater than 69.3%, and the DY is less than 6%. After a PCOC, the
financial default covenants on the LTV and the DY will be
applicable; they are set, respectively, at the LTV being greater
than the PCOC LTV +15% and at 85% of the DY as at the PCOC date.

The senior loan is interest-only prior to a PCOC and carries a
floating rate, which is referenced to the Sonia (floored at 0%)
plus a margin that is the WA of the aggregate interest amounts
applicable to the Fawr Loan note notional amount outstanding for
each relevant class of notes. Morningstar DBRS understands that the
borrowers will purchase an interest cap agreement to hedge against
increases in the interest payable under the loan by the first IPD.
The cap agreement will cover at least 95% of the outstanding loan
balance with a strike rate of the higher of 3.5% and the rate that
ensures that, as at the date on which the relevant hedging
transaction is contracted, the hedged ICR is not less than 1.25x
until the first hedging renewal date, being the first IPD falling
after the second anniversary of the utilization date. At each
subsequent hedging renewal date until loan maturity, the hedge must
be the higher of (1) 3.5%, and (2) the rate that ensures that, as
at the date on which the relevant hedging transaction is
contracted, the hedged ICR is not less than 1.25x, provided that in
respect of any hedging transaction in the form of a swap, the
maximum hedging rate is the lower of (A) the higher of (1) and (2)
and, (B) the market prevailing swap (fixed leg) rate on the date on
which the relevant hedging transaction is contracted. The maturity
date of the loan is in May 2030.

THE PIKE LOAN

The GBP 180.0 million loan relates to a term loan to be advanced by
the Issuer to a single borrower (the Pike Borrower), who is
ultimately owned by Blackstone. The purpose of the loan is to
refinance existing indebtedness of the Pike Borrower (and other
members of the group) for general corporate purposes and financing
or refinancing transaction costs. The Pike Borrower is a private
limited liability company incorporated under the laws of United
Kingdom. Senior

The collateral securing the loan comprises 23 logistics assets in
the UK with 33% of the portfolio value concentrated in the
Southeast. Valuations prepared for the properties by JLL in January
2025 concluded an aggregate MV of the collateral at GBP 265.005
million. There are also two land plots included in the portfolio
and the valuation including these sites is GBP 265.355 million.
Based on the final valuation report, the JLL portfolio valuation
based on the special assumption of a corporate portfolio sale
representing 0% SDLT and including a portfolio premium of 5% is GBP
292.28 million. The LTV based on these values equals 67.8%
(including land plots) and 61.6%, respectively. The portfolio
income comprises rental payments from typical standing logistics
assets.

The borrowers indicated a budget of GBP 24 million of refurb capex,
which includes capex for identified ESG measures to achieve at
least an EPC B rating for all assets including capex, such as
window upgrades, LED lighting upgrades, installation of solar PVs,
modernization of building insulation, and roofing. Most of the
units within the portfolio (approximately 86% of the total
portfolio area) fall within the C-F rating category.

The portfolio has a WALTb and a WALTe of 2.7 years and 4.3 years,
respectively. In aggregate, the portfolio tenant base is granular
with the top 10 tenants accounting for 21% of the rental income.

As at the Cut-Off Date October 31, 2024. The portfolio occupancy
rate was 88.5%, and generated GBP 14.6 million of GRI and an
in-place NOI of GBP 14.033 million which reflects a day-one DY of
7.8%. Morningstar DBRS' long-term sustainable NCF assumption for
the portfolio is GBP 12.9 million, representing a haircut of 8.3%
to in-place NOI. The corresponding Morningstar DBRS value of GBP
195.04 million represents a haircut of 26.4% to the JLL property
valuation.

There are no loan financial covenants applicable prior to a PCOC,
but cash trap covenants are applicable both prior to and post-PCOC.
More precisely, the cash trap levels are set as follows: the LTV is
greater than 76.6% and the DY is less than 6.9%. After a PCOC, the
financial default covenants on the LTV and the DY will be
applicable; they are set, respectively, at the LTV being greater
than the PCOC LTV +15% and at 85% of the DY as at the PCOC date.

The senior loan is interest-only prior to a PCOC and carries a
floating rate, which is referenced to the Sonia (floored at 0%)
plus a margin that is the WA of the aggregate interest amounts
applicable to the Pike Loan note notional amount outstanding for
each relevant class of notes. Morningstar DBRS understands that the
borrowers will purchase an interest cap agreement to hedge against
increases in the interest payable under the loan. This must be in
place by the first IPD. The cap agreement will cover at least 95%
of the outstanding loan balance with a strike rate of the higher of
4.0% and the rate that ensures that, as at the date on which the
relevant hedging transaction is contracted, the hedged ICR is not
less than 1.25x until the first hedging renewal date, being the
first IPD falling after the second anniversary of the utilization
date. At each subsequent hedging renewal date until loan maturity,
the hedge must be the higher of (1) 4.0%, and (2) the rate that
ensures that, as at the date on which the relevant hedging
transaction is contracted, the hedged ICR is not less than 1.25x,
provided that in respect of any hedging transaction in the form of
a swap, the maximum hedging rate is the lower of (A) the higher of
(1) and (2) and, (B) the market prevailing swap (fixed leg) rate on
the date on which the relevant hedging transaction is contracted.
The maturity date of the loan is in May 2030

To satisfy the applicable risk retention requirements, Citibank, in
its capacity as retaining sponsor will acquire a vertical interest
in the transaction of GBP 42 million, by advancing the Issuer Loan
to the Issuer, representing 5% of the total aggregated securitized
loan balances of the Nevis loan, the Fawr loan, and the Pike loan
as at the closing date.

The transaction is expected to repay in full by May 2030. If the
loans are not repaid by then, the transaction will have a five
years' tail to allow the special servicer to work out the loan(s)
by May 2035, or where the final note maturity date is automatically
extended pursuant to an extension of the final loan maturity date,
the date falling five years after the final loan maturity date,
which in each case is the final note maturity date.

On the closing date, it is indicated by the arranger that Citibank
N.A. London Branch will provide a liquidity facility of GBP 40.0
million or 5% of the total outstanding balance of the aggregated
notes. Morningstar DBRS understands that the liquidity facility
will cover the interest payments to the Class A to Class C notes.
No liquidity withdrawal can be made to cover shortfalls in funds
available to the Issuer to pay any amounts in respect of the
interest due on the Class D, Class E, and Class F notes. The Class
E, and Class F notes are subjected to an available funds cap where
the shortfall is attributable to an increase in the WA margin of
the notes.

Based on a blended cap strike rate of 3.6% and a Sonia cap of 5.0%
for the three loans, Morningstar DBRS estimated that the liquidity
facility will cover approximately 15 months of interest payments
and 12 months of interest payments, respectively, assuming the
Issuer does not receive any revenue.

Morningstar DBRS' credit rating on the Class A, Class B, Class C,
Class D, Class E, and Class F notes to be issued by the Issuer
address the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
The associated financial obligations are the initial principal
amounts and the interest amounts.

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


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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-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2025.  All rights reserved.  ISSN 1529-2754.

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