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

                          E U R O P E

          Tuesday, August 29, 2023, Vol. 24, No. 173

                           Headlines



A R M E N I A

ARMENIA: S&P Raises Long Term SCR to 'BB-', Outlook Stable


G E R M A N Y

FLINT GROUP: $31.8MM Bank Debt Trades at 34% Discount
TELE COLUMBUS AG: EUR525MM Bank Debt Trades at 33% Discount


I R E L A N D

METRON: Iceland Accused of Moving Sums of Money Out of Irish Unit
PURPLE FINANCE 2: Moody's Hikes Rating on EUR11.6MM F Notes to B1


I T A L Y

AQUI SPV: Moody's Cuts Rating on EUR544.7MM Class A Notes to Ba2


L U X E M B O U R G

PARTICLE INVESTMENTS: Fitch Assigns 'B+' LT IDR, Outlook Stable
TRAVELPORT FINANCE: $1.96BB Bank Debt Trades at 40% Discount
TRINSEO MATERIALS: $750MM Bank Debt Trades at 24% Discount


N E T H E R L A N D S

KETER GROUP: EUR230MM Bank Debt Trades at 23% Discount


R U S S I A

UZBEKISTAN: Fitch Affirms BB- LT Foreign Curr. IDR, Outlook Stable


S P A I N

PYMES SANTANDER 15: Moody's Hikes Rating on EUR600M B Notes to Ba2


T U R K E Y

TURK TELEKOMUNIKASYON: $189MM Bank Debt Trades at 26% Discount


U N I T E D   K I N G D O M

AVON FINANCE 3: Fitch Gives Final 'Bsf' Rating to Class F Notes
AVON FINANCE NO.3: S&P Assigns B- (sf) Rating to Cl. X-Dfrd Notes
CITY AM: Owed Thousands to Hotels, Restaurants Ahead of Takeover
CMS KIDDERMINSTER: Enters Administration, Put Up for Sale
CONSTELLATION AUTOMOTIVE: Fitch Affirms LT IDR at B-, Outlook Neg.

CUBE PARTNERSHIP: Enters Voluntary Liquidation Amid Debt Woes
EUROSAIL-UK 07-1: Fitch Affirms Rating at 'BBsf' on Class E1c Notes
PIZZA HUT UK: Auditors Warn Over Future Amid Mounting Debt Pile
PRAESIDIAD GROUP: Moody's Cuts CFR to C & Alters Outlook to Stable
PREFERRED RESIDENTIAL 06-1: Fitch Affirms B-sf Rating on E1c Notes


                           - - - - -


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A R M E N I A
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ARMENIA: S&P Raises Long Term SCR to 'BB-', Outlook Stable
----------------------------------------------------------
On Aug. 25, 2023, S&P Global Ratings raised its long-term foreign
and local currency sovereign credit ratings on Armenia to 'BB-'
from 'B+' and affirmed its short-term foreign and local currency
sovereign credit ratings at 'B'. The outlook is stable.

S&P also revised Armenia's transfer & convertibility assessment to
'BB' from 'BB-'.

Outlook

The stable outlook balances Armenia's strong economic growth
prospects and improved fiscal balance sheet against its moderately
weak external position and elevated geopolitical risks.

Downside scenario

S&P could lower its ratings on Armenia if it sees a material
reversal in financial and labor inflows from Russia, resulting in
slower GDP growth, weaker fiscal and external balance sheets,
deeper exchange rate depreciation, and faster government and
external debt accumulation. A macroeconomic fallout triggered by a
potential escalation of the conflict with Azerbaijan over the
Nagorno-Karabakh region could also pressure the rating.

Upside scenario

S&P could raise the ratings if Armenia's fiscal, balance of
payments, and financial stability risks lessen over and above its
current expectations, amid strong GDP growth and contained
geopolitical risks.

Rationale

The upgrade reflects the improvements in Armenia's GDP per capita
and fiscal performance. The country's close geographic, economic,
and cultural ties with Russia have positioned it as one of the
preferred destinations for Russian individuals and businesses
seeking refuge from their home country's economic and political
stresses. As a result, migrant and capital inflows have propelled
economic growth, with real GDP in Armenia increasing by 12.6% in
2022, and have narrowed Armenia's persistent fiscal and current
account deficits. Financial inflows also resulted in a 22%
appreciation of the Armenian dram against the U.S. dollar in 2022.
This substantial currency appreciation has helped to shrink the
government debt stock in U.S. dollar terms. Tensions between
Armenia and Azerbaijan over the disputed region of Nagorno-Karabakh
have also reduced, with a shaky peace deal so far holding up.

A sharp reversal in financial and labor inflows into Armenia from
Russia within the next few years appears unlikely. Firstly, the
ongoing Russia-Ukraine war seems protracted and, even if a
settlement is achieved, sanctions and stresses on the Russian
economy are likely to linger. Secondly, anecdotal evidence from
Russian emigrants suggests they have no immediate plans to return
home from Armenia, and alternative destinations for them are
limited. Barring extreme scenarios--such as a new direct military
conflict with Azerbaijan--we expect Armenia's economic growth
prospects in the coming years to remain robust, with projected
real-term growth of approximately 7.5% in 2023 and averaging 4.0%
in 2024-2026. Moreover, we anticipate that the country's external
and government balance sheets will remain stronger than pre-war
levels.

S&P's ratings on Armenia are constrained by weak, albeit improving,
institutional settings, moderately low income levels, weak external
and fiscal positions, and its exposure to geopolitical and external
security risks. The ratings are supported by Armenia's strong
growth outlook, continued availability of external official
funding, and a prudent macroeconomic policy framework that has
helped preserve economic and financial stability in recent years
despite multiple external shocks.

Institutional and economic profile: Economic growth is set to slow
in 2023 on base effects but will otherwise remain robust until
2026

-- S&P anticipates that moderating financial and migrant flows
will result in real GDP growth decelerating to 7.5% in 2023 from
12.6% in 2022.

-- Inflows of capital and labor could significantly boost
Armenia's medium-term economic growth rate to approximately 4%-5%
per year in real terms.

-- External security threats stemming from the Nagorno-Karabakh
region conflict continue to pose a risk. However, the recent
increase in momentum in peace talks is positive in addressing and
mitigating the potential threat of conflict.

After a stellar year for Armenia's economic output in 2022, S&P
expects growth will slow but remain at a robust 7.5% in 2023. This
mild slowdown can be attributed to weaker external demand, more
restrictive financial conditions, and moderating financial and
migrant inflows.

Last year, spillovers from the Russia-Ukraine conflict helped
Armenia's economy to expand significantly by 12.6%. This surge is
primarily attributed to inward migration from Russia, which boosted
the economy through various channels. A substantial portion of
migrants from Russia are skilled and young IT professionals. As
such, the influx of skilled labor, coupled with the establishment
of over 1,000 foreign-owned companies, has contributed
significantly to the growth of sectors such as IT, which expanded
by 51% in 2022 (the country's most productive sector).

Significant financial inflows, particularly through money transfers
from Russia, have also benefited Armenia's economy. Gross inflows
of money transfers from Russia equated to 18.4% of Armenia's GDP in
2022, up from 6.2% in 2021. However, these transfers have begun to
stabilize in recent months, which we expect to continue given that
immigration flows have dissipated. Migration from Russia has also
boosted Armenia's catering, real estate, and transportation
sectors. In 2022, Armenia received 1.67 million tourists, though
this is still 14% below 2019 levels. That said, tourism remains
strong, with a 79% increase in arrivals in the first quarter of
2023, compared with the same period last year. Despite the recent
appreciation of the Armenian dram against the U.S. dollar reducing
tourists' purchasing power, S&P expects tourism levels to remain
robust.

Russia remains a key trader partner for Armenia. In 2021, 28% of
the country's total exports went to Russia, surging to 45% in 2022,
largely due to the Russia-Ukraine conflict and Russia's diminished
trading opportunities. However, distinguishing between
Armenian-origin exports and re-exports via Armenia is challenging
due to limited data. Exports to Russia have begun to stabilize and
we anticipate this will continue due to Russia's weaker economic
prospects and the implementation of stricter Armenian export
controls on certain product categories such as semiconductors.

From 2024, Armenia's growth outlook could face several possible
challenges. Firstly, labor and capital inflows from Russia could
reverse. However, this seems unlikely in the near-term as recent
domestic political and economic stresses in Russia are reducing the
incentives for its citizens to return. Secondly, a sharp slowdown
in economic growth in Russia and the EU, which are key trading
partners for Armenia, could weigh on Armenia's own economic growth
prospects. Lastly, persistent external security risks along the
Armenian/Azerbaijan border could spill over into Armenia and affect
economic performance. S&P said, "Nevertheless, we note that the
recent increase in human and financial capital could strengthen
Armenia's potential growth rate. In our base-line scenario, we
anticipate an average annual real GDP growth rate of around 4%
until 2026."

Tensions between Armenia and Azerbaijan have persisted over the
disputed Nagorno-Karabakh region since fighting reignited in
November 2020, leading to some territorial gains for Azerbaijan.
Since then, besides the occasional flareup--including a bout of
fighting in late 2022--the situation has largely been contained.
The U.S. and the EU, and separately Russia, have been encouraging
both countries to pursue a peace agreement. Armenia recently stated
it is ready to recognize Nagorno-Karabakh as a part of Azerbaijani
territory with certain conditions. Given this development, recent
months have shown some momentum in peace talks, raising the
possibility of an agreement in the medium term. However, given
Nagorno-Karabakh's historical significance, any peace deal will
likely face public opposition in Armenia; previous peace
negotiations with Azerbaijan sparked protests against the
government. Such political tensions could escalate and influence
the government's policy direction.

Flexibility and performance profile: The budget deficit is set to
widen this year, but will narrow thereafter as the authorities
prioritize fiscal prudence

-- In S&P's view, the budget deficit will increase to 2.8% of GDP
in 2023 and then narrow gradually in the subsequent periods.

-- S&P therefore expects net general government debt to stabilize
at a moderate 42% of GDP through 2026.

-- Armenia's current account deficit will widen to 2.0% of GDP in
2023, from a modest surplus of 0.8% in 2022, but then shrink in
2024-2026.

The government targets a budget deficit of 3.1% of GDP in 2023,
widening from an estimated 2.4% in 2022. The 2023 budget target
encompasses an economic growth forecast of 7% in real terms. We
estimate a significantly smaller budget deficit of 2.8% of GDP
given strong growth this year. Beyond 2023, we expect gradual
consolidation on the back of the government's efforts to improve
revenue collection and increase compliance with fiscal rules,
resulting in average annual general government deficits of 2%-3% of
GDP through 2026. S&P expects the three-year stand-by arrangement
(SBA) program with the IMF will underpin the fiscal path.

Armenia's net government debt-to-GDP ratio declined to 42% in 2022
from 54% in 2021. This was driven by a lower-than-planned budget
deficit, a 22% appreciation of the dram against the U.S. dollar,
and high nominal GDP growth of 22%. S&P expects net general
government debt levels to remain relatively stable given its fiscal
projections, averaging 42% of GDP in 2023-2026.

Armenia is somewhat insulated from the effect of high energy
prices. The country's economy relies heavily on natural gas (61%)
as its primary energy source, with a smaller dependence on oil
(12%). Russia supplies most of Armenia's natural gas (85%) through
long-term contracts, which helps protect Armenia from the effect of
the elevated spot prices experienced in 2022.

Despite recent improvements, Armenia's balance of payments position
currently remains pressured. The country has run current account
deficits consecutively in recent years, translating into a sizable
net external liability position of some 87% of current account
receipts (CAR). S&P said, "Owing to lower external demand (for both
goods and services) and lower inward remittances, we expect the
current deficit to widen to 2.0% of GDP in 2023, from a surplus of
0.8% in 2022. We project the current account deficits will be
financed through a combination of government external borrowing
(mostly concessional), net foreign direct investment inflows. As a
result of this funding mix, Armenia's external debt net of liquid
external assets (narrow net external debt--our preferred measure of
external leverage) is set to gradually increase in the medium term
to 52% of CAR, but to stay below 100% of CAR."

In December 2022, the IMF approved a $171 million 36-month SBA for
Armenia as a precautionary measure to protect against
balance-of-payments shocks. The first review of the program was
completed recently, granting Armenian authorities access to an
additional round of funds. The authorities continue to treat the
program as precautionary (and have made no withdrawals to date).

Armenia's official reserves reached $4.1 billion in June, up 16%
compared with the same period last year. Reserves have generally
increased on the back of the Central Bank of Armenia's (CBA)'s net
purchases of foreign currency (FX) last year to absorb excessive FX
inflows, stemming from higher tourist arrivals and significant
capital and remittances transfers. S&P expects the dram to begin to
depreciate as the current account deficit widens and transfers
slow. That said, it expects the exchange rate to act as a key shock
absorber and the FX reserve buffer to remain broadly stable.

Inflation peaked at approximately 10% in mid-2022 but has since
transitioned into deflation, decreasing to -0.5% in June. Among
other factors, the decrease can be attributed to base effects, the
appreciation of the dram, and the CBA's tight monetary policy
stance. From 2024, robust consumer demand fueled by tourist
arrivals and a tight labor market may cause inflation to rise.
However, we anticipate these risks will be contained by the CBA's
restrictive monetary policy stance and the lagged impact of the
dram's appreciation on prices. Therefore, S&P projects inflation to
average 2.5% this year, below the CBA's inflation target (of 4%).
Its inflation outlook leads us to expect the CBA will continue to
gradually reduce its benchmark policy rate.

S&P said, "We classify the banking sector of Armenia in group '8'
under our Banking Industry Country Risk Assessment, with an
economic risk score of '8' ('1' denotes the lowest risk and '10'
the highest) and an industry risk score of '8'. Armenia's banking
sector appears well capitalized, profitable, and liquid. Its direct
exposure to Russia and Ukraine is relatively moderate, and
nonperforming loans remain low at 2.6% as of May 2023. Risks remain
around the mortgage market, which has grown by roughly 30% over the
last year, alongside rising house prices. In response to potential
pain points, the authorities increased the countercyclical capital
buffer and introduced loan-to-value ratios. Another macroprudential
tool set to be used is a draft law restricting U.S. dollar mortgage
lending. Overall, the risk to the government of contingent
liabilities from the banking sector remains limited."

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  UPGRADED  
                                                TO   FROM
  ARMENIA

  Transfer & Convertibility Assessment          BB   BB-

  UPGRADED; SHORT-TERM RATINGS AFFIRMED  
                                                TO   FROM

  ARMENIA

  Sovereign Credit Rating             BB-/Stable/B   B+/Positive/B




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G E R M A N Y
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FLINT GROUP: $31.8MM Bank Debt Trades at 34% Discount
-----------------------------------------------------
Participations in a syndicated loan under which Flint Group GmbH is
a borrower were trading in the secondary market around 66.2
cents-on-the-dollar during the week ended Friday, August 25, 2023,
according to Bloomberg's Evaluated Pricing service data.

The $31.8 million facility is a Term loan that is scheduled to
mature on September 21, 2023.  The amount is fully drawn and
outstanding.

Flint Group GmbH manufactures products for printing and packaging.
The Company offers flexography, washout solvents, commercial
coatings, heatset inks, offset blankets, pigments, letterpress, and
digital printing products. The Company's country of domicile is
Germany.


TELE COLUMBUS AG: EUR525MM Bank Debt Trades at 33% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which Tele Columbus AG is
a borrower were trading in the secondary market around 67.4
cents-on-the-dollar during the week ended Friday, August 25, 2023,
according to Bloomberg's Evaluated Pricing service data.

The EUR525.2 million facility is a Term loan that is scheduled to
mature on October 15, 2024.  About EUR462.5 million of the loan is
withdrawn and outstanding.

Tele Columbus AG provides cable services. The Company offers cable
television programming, telephone, and internet connection services
to homeowners and the housing industry. Tele Columbus operates
throughout Germany.




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METRON: Iceland Accused of Moving Sums of Money Out of Irish Unit
-----------------------------------------------------------------
Daniel Woolfson at The Telegraph reports that Iceland has been
accused of transferring "significant" sums of money from its Irish
subsidiary's accounts in the run-up to a sale of the division
earlier this year.

Metron Stores, the owner of Iceland stores in the Republic of
Ireland, has written to Iceland's chief executive, Richard Walker,
with "concerns around several transactions" that took place in the
lead up to its acquisition in February, The Telegraph relates.

According to The Telegraph, the letter claims more than EUR1.6
million (GBP1.37 million) was transferred out of the business's
accounts in the lead up to the deal, as well as around EUR900,000
in revenues from its stores in the week between the deal being
signed and its completion.

Additionally, Metron's letter alleges that around EUR2.6 million
(GBP2.23 million) worth of debts was left unpaid despite Iceland
agreeing to settle all the businesses debts prior to the deal, The
Telegraph notes.

The sums Metron alleges were transferred out of its accounts by
Iceland UK could have been used to help settle these debts, the
Irish company claims, The Telegraph states.

Metron Stores is currently in examinership -- similar to
administration in the UK -- after racking up debts of around EUR36
million (GBP30.9 million), The Telegraph discloses.

However, Iceland is now considering a potential defamation claim
against Metron, accusing the Irish company of using the letter as
an attempt to undermine its reputation, The Telegraph states.  It
said the sale agreement gave it rights to all cash balances and
revenues generated up to the completion date, The Telegraph notes.

A spokesman for Iceland said: "All normal trade debts of Iceland
Ireland up to the date of the sale were settled by Iceland UK, and
employees paid in full."

The spokesman added the retailer was "entitled to the revenue
generated from sales up to the date of sale and this is why funds
were transferred from the company's bank accounts to Iceland UK
prior to completion," and claimed Iceland was in fact owed money
for advance rent payments and some employees' wages.

Iceland sold its Irish business to The Project Point Technologies
(TPPTL), a company owned by the Irish-Indian businessman Naeem
Maniar, in February, for a nominal fee of EUR1, The Telegraph
recounts.  Iceland Ireland was renamed Metron Stores shortly after
the deal, but its stores still trade under the Iceland brand.

The Irish subsidiary had been struggling prior to the takeover, The
Telegraph relays.  However, since it was sold, many of its stores
have been closed amid claims from staff that they have been
unfairly laid off and not received wages owed to the, The Telegraph
notes.  They have staged numerous protests and sit-ins at stores.


PURPLE FINANCE 2: Moody's Hikes Rating on EUR11.6MM F Notes to B1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Purple Finance CLO 2 Designated Activity Company:

EUR40,700,000 Class B Senior Secured Fixed Rate Notes due 2032,
Upgraded to Aaa (sf); previously on Oct 15, 2019 Definitive Rating
Assigned Aa2 (sf)

EUR8,900,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Aa3 (sf); previously on Oct 15, 2019
Definitive Rating Assigned A2 (sf)

EUR15,000,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2032, Upgraded to Aa3 (sf); previously on Oct 15, 2019
Definitive Rating Assigned A2 (sf)

EUR24,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa1 (sf); previously on Oct 15, 2019
Definitive Rating Assigned Baa3 (sf)

EUR23,800,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Ba2 (sf); previously on Oct 15, 2019
Definitive Rating Assigned Ba3 (sf)

EUR11,600,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to B1 (sf); previously on Oct 15, 2019
Definitive Rating Assigned B3 (sf)

Moody's has also affirmed the rating on the following notes:

EUR248,000,000 Class A Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Oct 15, 2019 Definitive
Rating Assigned Aaa (sf)

Purple Finance CLO 2 Designated Activity Company, issued in October
2019, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Ostrum Asset Management ("Ostrum"). The
transaction's reinvestment period will end in October 2023.

RATINGS RATIONALE

The upgrades on the ratings on the Class B, C-1, C-2, D, E and F
notes are primarily a result of the benefit of the shorter time
remaining before the end of the reinvestment period in October 2023
as well as the benefit of the recent Euribor increase given the
size of the fixed rate tranches in the capital structure.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile and
higher spread levels than it had assumed at the last review in
November 2022.

Key model inputs:

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR394.0m

Defaulted Securities: EUR4.0m

Diversity Score: 56

Weighted Average Rating Factor (WARF): 2791

Weighted Average Life (WAL): 4.39 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.0%

Weighted Average Coupon (WAC): 9%

Weighted Average Recovery Rate (WARR): 45.73%

Par haircut in OC tests and interest diversion test:  NA

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap provider,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in June 2022. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: Once reaching the end of the
reinvestment period in October 2023, the main source of uncertainty
in this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty.  Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
Recoveries higher than Moody's expectations would have a positive
impact on the notes' ratings.

-- Other collateral quality metrics: Because the deal can
reinvest, the manager can erode the collateral quality metrics'
buffers against the covenant levels. Moody's analysed the impact of
assuming the worse of reported and covenanted values for weighted
average rating factor, weighted average spread, weighted average
coupon and diversity score.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.



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I T A L Y
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AQUI SPV: Moody's Cuts Rating on EUR544.7MM Class A Notes to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of the Class A
Notes in Aqui SPV S.r.l. The rating action reflects lower than
anticipated cash-flows generated from the recovery process on the
non-performing loans (NPLs):

EUR544.7M Class A Notes, Downgraded to Ba2 (sf); previously on Jul
2, 2020 Confirmed at Baa3 (sf)

RATINGS RATIONALE

The rating action is prompted by lower than anticipated cash-flows
generated from the recovery process on the NPLs.

Lower than anticipated cash-flows generated from the recovery
process on the NPLs:

As of March 2023 the Cumulative Collection Ratio based on
collections net of legal and procedural costs was at 84.14%,
meaning that collections are coming in at lower amounts than
anticipated in the original Business Plan projection. Indeed,
through the March 31, 2023 collection period, nine collection
periods since closing, aggregate collections net of legal and
procedural costs were EUR356.31 million versus original business
plan expectations of EUR423.55 million. Cumulative gross
collections as per 2022 updated business plan are 16.12% down from
original business plan expectations. In particular, while the
transaction has generally seen semiannual gross collections above
EUR30.00 million per period, in the last collections period as of
March 2023 gross collections dropped to around EUR19.61 million.
The most recent business plan updated in September 2022 expects a
total amount of future net collections lower than the outstanding
amount of the Class A Notes.

PV Cumulative Profitability Ratio, for which Moody's observe a
declining trend, stood at 104.37% as of March 2023, however it only
refers to closed positions while the time to process open positions
and the future collections on those remain to be seen.

In terms of the underlying portfolio, the reported GBV stood at
EUR1.17 billion as of June 2023 down from EUR2.06 billion at
closing. Borrowers are mainly corporates (around 82.87%) and around
38% of the GBV is concentrated in the North East regions of Italy,
in particular in the Emilia Romagna region (about 34%).

Moody's notes that the advance rate, the ratio between the size of
the most senior tranche in the transaction and its GBV, stood at
23.21% as of April 2023. As of this date, the interest
subordination event has occurred due to underperformance. Deferred
interest amounts on the Class B Notes amount to EUR2.85 million.
Around 16.62% of total actual gross collections up the March 2023
collection period came from Notesales strategies (i.e. an outright
disposal or sale of one or more NPL portfolio claims), which is
higher than the average observed for similar transactions. Moody's
notes that Notesales, although often allowing for a speedier
recovery process, risk depleting the value of the securitized
pool.

NPL transactions' cash flows depend on the timing and amount of
collections. Due to the current economic environment, Moody's has
considered additional stresses in its analysis, including a 6 to
12-months delay in the recovery timing. Moody's has taken into
account the potential cost of the GACS Guarantee within its cash
flow modelling, while any potential benefit from the guarantee for
the senior Noteholders has not been considered in its analysis.
Benchmarking and performance considerations against other Italian
NPLs have also been factored in the analysis.

The principal methodology used in this rating was Non-Performing
and Re-Performing Loan Securitizations Methodology published in
July 2022.

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

Factors or circumstances that could lead to an upgrade of the
rating include: (1) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (2) improvements in the credit quality of the
transaction counterparties; and (3) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
rating include: (1) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the ratings; (2) deterioration in
the credit quality of the transaction counterparties; and (3)
increase in sovereign risk.



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

PARTICLE INVESTMENTS: Fitch Assigns 'B+' LT IDR, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has assigned Particle Investments S.a r.l. (WebPros)
a Long-Term Issuer Default Rating (IDR) of 'B+' with a Stable
Outlook and affirmed WebPros' first-lien senior secured term loan
at 'BB' with a Recovery Rating of 'RR2'.

WebPros' rating is supported by the company's leading positions in
web-hosting control panel (WHCP) software on small and medium
business (SMB) web hosting market, strong and sustainable margins
and robust free cash flow (FCF) generation. The rating is
constrained by its high leverage.

The Stable Outlook reflects its expectation of leverage remaining
comfortably within its sensitivities. Fitch forecasts Fitch-defined
EBITDA gross leverage to reduce to 4.0x in 2023 as a result of the
repayment of its second-lien debt. Fitch believes the company will
continue to deleverage organically and via excess FCF to prepay
debt.

Fitch has affirmed Particle Luxembourg S.A R.L.'s Long-Term IDR at
'B+' with Stable Outlook and withdrawn the rating. This is because
Fitch deems it most appropriate to assign the IDR to Particle
Investments S.a. r.l as this is the top most entity of the
restricted group and also the main borrower.

KEY RATING DRIVERS

Stable Performance: Successful double-digit price increases and
lower-than-expected operating costs supported revenue and EBITDA
(Fitch-defined) growth in 2022. Limited customer churn despite
higher prices underline some demand price inelasticity. Fitch
believes WebPros' strong market share, limited competition and a
small share of total hosting costs provide scope for further
pricing increases, although the magnitude is contingent on the
scope of new and improved features.

Fitch forecasts gradual EBITDA growth with a stable margin over
2023-2026 as operating costs normalise with increased travel,
marketing and hiring and offset continued revenue growth, driving
consistent incremental deleveraging.

Continued Deleveraging: Fitch believes that Fitch-defined FCF will
be used to prioritise debt prepayments over dividends and material
acquisitions. Fitch forecasts 2023 EBITDA leverage to decline to
4.0x, primarily driven by the full prepayment of its second-lien
debt. Fitch expects leverage will continue to decline to 3.5x by
2025.

Although WebPros does not have a formal leverage target, it has
demonstrated a record of debt repayment following CVC's acquisition
of a majority stake in 2020, having repaid around USD160 million to
date. Further voluntary debt prepayments may accelerate
deleveraging and put positive pressure on the ratings.

Strong FCF, Limited M&A Appetite: FCF is underpinned by a high
proportion of recurring revenues, immaterial capex and
working-capital outflows, and hedged interest costs, leading to a
robust FCF margin averaging 25% in 2023-2026. Rapid cash
accumulation, in the absence of material M&As or dividend payments,
provides WebPros with significant financial resources for M&As.

However, Fitch sees limited acquisition targets with synergies.
This is because as a market leader, WebPros develops a substantial
part of new functionalities in-house, while bolt-on acquisitions
can be the way to adopt a new technology or functionality faster.

Market Leadership: WebPros remains a leader in WHCP software for
individuals and SMB, with flagship products cPanel and Plesk
favoured by the majority of web professionals involved in website
and hosting administration. Both products have been on the market
for more than 20 years and are recommended as industry standards,
reflecting strong brand recognition and large user communities.

Limited Competition: WebPros enjoys modest competition with most
competing software for SMB either provided by small companies that
lack R&D budgets or are developed in-house by hosting providers
that are not portable. WebPros' large developer teams can update
their products swiftly in response to hosting-software changes and
provide a high level of customer support that smaller vendors often
cannot afford to have.

Market Opportunities: Research indicates the SMB market for web
solutions is expected to grow mid-single digits annually on
increasing digitisation and demand for additional functionality.
This provides opportunities for WebPros to enhance and monitise
additional product capabilities, such as performance monitoring,
website building and WordPress solutions, which are embedded into
existing products or as standalone offerings. Recent M&A and R&D
investments have focused on expanding functionality.

While execution risk exists, successfully exploiting new
opportunities is critical to protecting WebPros' long-term growth
prospects, particularly given its niche product concentration.

Strong Product Demand: WHCP is an essential part of the web-hosting
ecosystem, and the choice of web-hosting service providers is often
determined by having either cPanel or Plesk included as a part of
the overall service package. WebPros' WHCPs can be used on all
web-hosting infrastructure. Fitch believes that the substitution
risk for these two products is low.

DERIVATION SUMMARY

The ratings of WebPros are supported by its leading position in
web-hosting software for the SMB segment. The company has a highly
diversified customer base, established partner relationships with
web-hosting companies and its products have strong reputation.
These strengths are offset by its leverage and limited product
diversification, which increases the risk of technological
disruption.

WebPros' peer group includes Fitch-rated ERP-focused software
companies such as TeamSystem Holding S.p.A. (B/Stable), Unit4 Group
Holding B.V. (Unit4; B/Stable) and healthcare software providers
such as FinThrive Software Intermediate Holdings, Inc. (FinThrive)
(B-/Stable), Waystar Technologies, Inc. (B/Stable), athenahealth,
Inc (B/Negative) and Dedalus SpA. (B-/Stable).

Similarly, to WebPros, these companies benefit from strong market
positions, high customer retention and good exposure to secular
growth trends. However, WebPros demonstrates significantly higher
margins, stronger FCF generation, has more pronounced market
leadership in its niche, and is less exposed to market
consolidation risks.

KEY ASSUMPTIONS

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

- Low single-digit revenue growth in 2023-2026

- Fitch-defined EBITDA margin at 58%-59% for 2023-2026

- Working-capital outflow around USD2 million annually to 2026

- Capex at 0.5% of revenues per annum for 2023-2026

- Annual non-operational costs of USD2.4 million treated as
recurring throughout the forecast horizon

- Second-lien term loan repaid during 2023

- No M&A activity or dividends during 2023-2026

RATING SENSITIVITIES

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

- Fitch-defined EBITDA gross leverage expected at below 3.5x on a
sustained basis (broadly corresponding to funds from operations
(FFO) gross leverage below 4.5x)

- Fitch-defined EBITDA interest coverage above 4.5x on a sustained
basis (broadly corresponding to FFO interest coverage above 4.0x)

- Continued strong market leadership and healthy FCF generation

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

- Fitch-defined EBITDA gross leverage expected at above 5.2x on a
sustained basis (broadly corresponding to FFO gross leverage above
6.0x)

- Fitch-defined EBITDA interest coverage below 2.5x on a sustained
basis (broadly corresponding to FFO interest coverage below 2.0x)

- A weakening market position as underlined by slowing revenue
growth and/or increasing customer churn

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: Fitch expects liquidity to remain strong over the
next four years, supported by positive FCF generation, a prudent
approach to the amount of cash on the balance sheet and a USD60
million revolving credit facility. Its second-lien debt was fully
repaid at end-2Q23 and its first-lien loan is due only in 2027.
Fitch expects continued use of FCF for debt repayments.

ISSUER PROFILE

WebPros is a global leader in web hosting automation, created
through the combination of Plesk and cPanel. The company offers a
suite of tools that automate and simplify the management and
administration of web servers.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch has only considered cash reported at Particle Investments S.a
r.l. for its credit metrics.

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
   -----------             ------           --------   -----
Particle
Luxembourg S.A R.L.   LT IDR B+  Affirmed                 B+
                      LT IDR WD  Withdrawn                B+

Particle US LLC

   senior secured     LT     BB  Affirmed      RR2        BB

Particle
Investments S.a r.l.  LT IDR B+  New Rating

   senior secured     LT     BB  Affirmed      RR2        BB

TRAVELPORT FINANCE: $1.96BB Bank Debt Trades at 40% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Travelport Finance
Luxembourg Sarl is a borrower were trading in the secondary market
around 59.9 cents-on-the-dollar during the week ended Friday,
August 25, 2023, according to Bloomberg's Evaluated Pricing service
data.

The $1.96 billion facility is a Term loan that is scheduled to
mature on May 29, 2026.  The amount is fully drawn and
outstanding.

Travelport Finance Luxembourg Sarl operates as a subsidiary of
Travelport Holdings Ltd. The Company’s country of domicile is
Luxembourg.


TRINSEO MATERIALS: $750MM Bank Debt Trades at 24% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Trinseo Materials
Operating SCA is a borrower were trading in the secondary market
around 76.5 cents-on-the-dollar during the week ended Friday,
August 25, 2023, according to Bloomberg's Evaluated Pricing service
data.

The $750 million facility is a Term loan that is scheduled to
mature on May 3, 2028.  About $732.2 million of the loan is
withdrawn and outstanding.

Trinseo is a specialty material solutions provider. The Company’s
country of domicile is Luxembourg.




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

KETER GROUP: EUR230MM Bank Debt Trades at 23% Discount
------------------------------------------------------
Participations in a syndicated loan under which Keter Group BV is a
borrower were trading in the secondary market around 76.5
cents-on-the-dollar during the week ended Friday, August 25, 2023,
according to Bloomberg's Evaluated Pricing service data.

The EUR230.9 million facility is a Term loan that is scheduled to
mature on October 31, 2023.  The amount is fully drawn and
outstanding.

Keter Group BV manufactures and markets resin-based household and
garden consumer products. The Company offers furniture, storage,
and organization solutions, such as sheds, deck boxes, dining
tables, seating lounge sets, cabinets, shelves, workbenches,
sawhorses, tool chest systems, and outdoor toys. The Company's
country of domicile is the Netherlands.




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

UZBEKISTAN: Fitch Affirms BB- LT Foreign Curr. IDR, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Uzbekistan's Long-Term Foreign-Currency
(LTFC) Issuer Default Rating (IDR) at 'BB-' with a Stable Outlook.

KEY RATING DRIVERS

Credit Fundamentals: Uzbekistan's ratings balance robust external
and fiscal buffers, low government debt and a record of high growth
relative to 'BB' rated peers', against high commodity dependence
and structural weaknesses in terms of low GDP per capita, an
uncompetitive and large, albeit reducing, state presence in the
economy, and weak, but improving, governance levels.

Strong Commitment to Reforms: Uzbekistan's government is
progressing with key structural economic reforms, including
privatisation of state-owned enterprises and a continued reduction
in preferential lending to stimulate competition in the economy.
The government plans to revive its energy tariff reform, after
putting off implementation in May 2023. Successful implementation
will benefit long-term public finances and reduce contingent
liability risks from state-owned electricity distribution
companies.

Political and Geopolitical Risks: President Shavkat Mirziyoyev won
snap presidential elections in July under a new constitution that
extends presidential terms to seven from five years. Uzbekistan's
World Bank Worldwide Governance Indicators (WBGI) improved by 9pp
in the 2021 ranking to the 29th percentile overall (current BB
median: 50th percentile), driven particularly by the Regulatory
Quality Index (+17pp) and Government Effectiveness Index (+11pp).

The economy has proved resilient to spillovers from the Ukraine war
and Russia sanctions so far, with Uzbek banks implementing controls
to comply with western sanctions. Commercial ties with Russia will
remain deep, and the government will continue balancing this with
strong ties with western countries as it seeks to avoid becoming
subject to secondary sanctions.

Strong External Finances: Uzbekistan's external balance sheet is a
key credit strength, with foreign-exchange (FX) reserves equivalent
to 9.4 months of current account payables as of July 2023, and the
economy in a net external creditor position. A very sharp increase
in remittances, coupled with solid export growth (mainly to
Russia), resulted in a near-balance on the current account in 2022.
Rouble volatility contributed to a 25% drop in remittances in 1H23,
although they are still high by historical standards.

Fitch expects the current account deficit to widen to 4.8% in 2023
- as remittances normalise and the trade deficit worsens - and to
average 4.7% in 2024-2025 (projected BB median: deficit of 2.8%).
The external liquidity ratio will average around 400% over
2023-2025 (current BB median: 144%).

Low Public Debt Levels: Fitch expects gross general government debt
(including external state guarantees) to stabilise at just over 37%
of GDP in 2023-2025 (1H23: 33.4%; current BB median: 54.1%). While
91.3% of government debt is FX-denominated as of 1H23, risks are
mitigated by the high share of concessional debt (88.8% of external
debt) and fairly long maturities (1Q23: 9.3 years) for external
debt. Assets of the Uzbekistan Fund for Reconstruction and
Development, a source of deficit financing, were 20% of GDP as of
1Q23, 50% of which were denominated in FX.

Widening Fiscal Deficit: Fiscal performance deteriorated in 1H23
due to a reduction in VAT receipts, higher social spending and
postponement of planned energy tariff reforms. Fitch now expects a
full-year worsened budget deficit of 5.1% (original budget target
of 3%) for 2023, before it tightens to 4.3% in 2024 and 3.4% in
2025 given its expectation of rationalisation of subsidies, and
more targeted social spending. Delays to full implementation of
energy subsidy reforms would slow deficit shrinkage (to reach the
medium-term fiscal deficit target of 3% of GDP).

Robust Growth Prospects: Uzbekistan recorded real annual economic
growth of 5.6% in 1H23, following 5.7% growth in 2022. Household
consumption was robust, while investments and exports also
performed strongly. Fitch expects growth to reach 5.9% in 2023,
before stabilising at around 5.7%, just above potential (estimated
by authorities at 5.5%) in 2024-2025.

Dollarisation, Subsidised Lending: Dollarisation of bank deposits
and loans is fairly high in Uzbekistan, at 44% and 28.7%,
respectively, as of end-1H23, albeit down from early 2023. Directed
lending has fallen substantially to 18% of new loans as of 1H23
(2017: 51%). Retail credit annual growth surged to 54% in June, but
was well below the pace seen in 2018-2019 and largely reflects
financial deepening, while household credit/GDP is low at 12.4%.
Banks are well-capitalised and profitable, with improving asset
quality (the NPL ratio fell to 3.4% as of 1H23 from a peak of 5.8%
in 3Q21) but Fitch sees risks from the seasoning of loans issued at
the start of the reform period (from 2017).

Inflation Pressures: Inflation has historically been high relative
to peers in Uzbekistan, highlighting weak monetary policy
transmission. While inflation fell to 8.6% in July from a peak of
11.9% in January-February, energy tariff hikes will result in a
marked increase in inflation in 2024 to 13% on average, before
falling to 6.5% in 2025 (inflation target: 5%). Fitch expects real
interest rates to remain positive over the forecast horizon.

ESG - Governance: Uzbekistan has an ESG Relevance Score (RS) of '5'
for both Political Stability and Rights, and for the Rule of Law,
Institutional and Regulatory Quality and Control of Corruption.
Theses scores reflect the high weight that World Bank Governance
Indicators (WBGI) have in its proprietary Sovereign Rating Model
(SRM). Uzbekistan has a low WBGI ranking at the 29th percentile,
reflecting weak rights for participation in the political process,
weak institutional capacity, uneven application of the rule of law
and a high level of corruption.

RATING SENSITIVITIES

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

External Finances: A substantial worsening of external finances,
for example, via a large drop in remittances, or a widening in the
trade deficit, leading to a significant decline in FX reserves

Public Finances: A marked rise in the government debt-to-GDP ratio
or an erosion of sovereign fiscal buffers, for example, due to an
extended period of low growth or crystallisation of contingent
liabilities

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

Macro: Consistent implementation of structural reforms that boost
GDP growth prospects and macroeconomic stability

Public Finances: Fiscal consolidation that enhances medium-term
public debt sustainability

Structural: A marked and sustained improvement in governance
standards and an easing in geopolitical risk

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Uzbekistan a score equivalent to a
rating of 'BB-' on the LTFC IDR scale.

Fitch's sovereign rating committee did not adjust the output from
the SRM to arrive at the LTFC IDR.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LTFC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the LTFC IDR, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

ESG CONSIDERATIONS

Uzbekistan has an ESG Relevance Score of '5' for Political
Stability and Rights as WBGI have the highest weight in Fitch's SRM
and are therefore highly relevant to the rating and a key rating
driver with a high weight. As Uzbekistan has a percentile rank
below 50 for the governance indicator, this has a negative impact
on the credit profile.

Uzbekistan has an ESG Relevance Score of '5' for Rule of Law, Inst.
& Regulatory Quality, Control of Corruption as WBGI have the
highest weight in Fitch's SRM and are therefore highly relevant to
the rating and a key rating driver with a high weight. As
Uzbekistan has a percentile rank below 50 for the governance
indicator, this has a negative impact on the credit profile.

Uzbekistan has an ESG Relevance Score of '4' for Human Rights and
Political Freedoms as the Voice and Accountability pillar of WBGI
is relevant to the rating and a rating driver. As Uzbekistan has a
percentile rank below 50 for the governance indicator, this has a
negative impact on the credit profile.

Uzbekistan has an ESG relevance score of '4[+]' for Creditor Rights
as willingness to service and repay debt is relevant to the rating
and is a rating driver for Uzbekistan, as for all sovereigns. As
Uzbekistan has a track record of 20+ years without a restructuring
of public debt and captured in Fitch's SRM variable, this has a
positive impact on the credit profile.

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
   -----------                  ------          -----
Uzbekistan,
Republic of       LT IDR          BB- Affirmed    BB-
                  ST IDR          B   Affirmed     B
                  LC LT IDR       BB- Affirmed    BB-
                  LC ST IDR       B   Affirmed     B
                  Country Ceiling BB- Affirmed    BB-
   senior
   unsecured      LT              BB- Affirmed    BB-



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

PYMES SANTANDER 15: Moody's Hikes Rating on EUR600M B Notes to Ba2
------------------------------------------------------------------
Moody's Investors Service has upgraded the rating of Serie B notes
in FONDO DE TITULIZACION PYMES SANTANDER 15. The rating action
reflects the increased credit enhancement level for the affected
note.

EUR600M Serie B Notes, Upgraded to Ba2 (sf); previously on Jan 16,
2023 Upgraded to B1 (sf)

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

EUR2400M Serie A Notes, Affirmed Aa1 (sf); previously on Jan 16,
2023 Affirmed Aa1 (sf)

EUR150M Serie C Notes, Affirmed Ca (sf); previously on Jan 16,
2023 Affirmed Ca (sf)

FONDO DE TITULIZACION PYMES SANTANDER 15 is a cash securitisations
of standard loans and credit lines granted by Banco Santander S.A.
(Spain) ("Santander", LT Deposit Rating: A2 / ST Deposit Rating:
P-1) to small and medium-sized enterprises ("SMEs") and
self-employed individuals located in Spain.

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

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranche.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolio
reflecting the collateral performance to date.

The performance of the transaction has continued to be stable since
the last rating action in January 2023. Total delinquencies have
increased in the past year, with 90 days plus arrears currently
standing at 0.82% of current pool balance. Cumulative defaults
currently stand at 1.07% of original pool balance up from 0.59% a
year earlier.

For FONDO DE TITULIZACION PYMES SANTANDER 15, the current default
probability is 9% of the current portfolio balance and the
assumption for the fixed recovery rate is 30%. Moody's has
increased the CoV to 48.5% from 48.2%, which, combined with the
revised key collateral assumptions, corresponds to a portfolio
credit enhancement of 23%.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in this transaction.

The credit enhancement for the most senior tranche increased to
62.4% from 41.7% since the last rating action. Serie B notes credit
enhancement has increased to 12.3% from 8.3% in the same period.

Counterparty Exposure:

The rating actions took into consideration the notes' exposure to
relevant counterparties, such as servicer or account bank.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "SME
Asset-Backed Securitizations methodology" published in July 2023.
Factors that would lead to an upgrade or downgrade of the ratings:

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

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



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

TURK TELEKOMUNIKASYON: $189MM Bank Debt Trades at 26% Discount
--------------------------------------------------------------
Participations in a syndicated loan under which Turk
Telekomunikasyon AS is a borrower were trading in the secondary
market around 74.3 cents-on-the-dollar during the week ended
Friday, August 25, 2023, according to Bloomberg's Evaluated Pricing
service data.

The $189 million facility is a Term loan that is scheduled to
mature on September 30, 2030.  The amount is fully drawn and
outstanding.

Turk Telekomunikasyon A.S. is an integrated telecommunications
services provider for businesses and individuals. The Company
offers land and mobile telecommunications solutions, as well as
Internet services. The Company's country of domicile is Turkey.




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

AVON FINANCE 3: Fitch Gives Final 'Bsf' Rating to Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned Avon Finance No.3 PLC final ratings as
detailed below.

   Entity/Debt            Rating        
   -----------            ------        
Avon Finance
No.3 PLC

   Class A
   XS2667745082        LT AAAsf  New Rating

   Class B
   XS2667751486        LT AA-sf  New Rating
  
   Class C
   XS2667752450        LT Asf    New Rating
  
   Class D
   XS2667752617        LT BBB+sf New Rating

   Class E
   XS2667752708        LT BB+sf  New Rating

   Class F
   XS2667752880        LT Bsf    New Rating

   Class X
   XS2667753425        LT CCCsf  New Rating

   Class Z
   XS2667753003        LT NRsf   New Rating

TRANSACTION SUMMARY

The transaction is a securitisation of UK owner-occupied (OO) and
buy-to-let (BTL) mortgage loans originated by Platform Funding
Limited and GMAC pre-global financial crisis. The loans were
previously securitised under Avon Finance No.1 PLC and Warwick
Finance Residential Mortgages No.2 PLC.

KEY RATING DRIVERS

Seasoned Non-Prime Loans: The portfolio consists of seasoned loans,
originated primarily between 2005 and 2008. The OO loans (74% of
the pool) contain a high proportion of self-certified,
interest-only, county-court judgements and restructured loan
arrangements. Fitch therefore applied its non-conforming
assumptions to this sub-pool.

When setting the originator adjustment for the portfolio Fitch
considered factors including the historical performance of the
pool. This resulted in an originator adjustments of 1.0x and 1.5x,
respectively, for the OO and BTL sub-pools.

Restructured Loans: Fitch estimates 21.7% of the pool to have been
restructured. This includes either a conversion to interest-only, a
term extension or a concession. Fitch does not deem an arrangement
to pay as a restructure for the purpose of its restructuring
adjustment.

Rental Income Not Provided: Rental income for the pool was not
provided to Fitch for its asset analysis. Fitch has assumed the
minimum permissible rental income for the BTL loans based on the
originators' lending criteria at the time of origination, using
conservative assumptions for interest coverage assessment.

Reserves Mitigate Payment Interruption Risk: The transaction
features a liquidity reserve sized at 0.5% of the closing balance
of the class A and B notes. The target amount is the lower of 0.5%
of class A and B notes at closing and 1% of the class A and B
notes' outstanding balance. The general reserve was sized at a
static 0.75% of the closing portfolio balance.

If the general reserve is drawn below 0.6% of the closing portfolio
balance the liquidity reserve will step up to a dynamic target of
1.5% of the current class A and B notes' balance. The reserve
step-up provides protection to payment coverage; the general
reserve provides credit enhancement (CE).

Weak Representations and Warranties Framework: The seller provides
the majority of representations and warranties Fitch expects in a
UK RMBS transaction. However, many of these representations and
warranties are qualified by awareness on the part of Barclays Bank
PLC in it is role as lead arranger of the transaction. In addition,
the seller is provided with financing to remediate warranty
breaches only in the first two years after closing and up to a
maximum of GBP1.45 million.

Fitch views this framework as weak compared with a typical UK RMBS,
but the seasoning of the assets, and the lack of warranty breaches
in the Avon Finance No.1 PLC transaction, make the likelihood of
the issuer suffering a material loss sufficiently remote.

RATING SENSITIVITIES

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

The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce CE available to the
notes.

In addition, unexpected declines in recoveries could result in
lower net proceeds, which may make certain notes susceptible to
negative rating action depending on the extent of the decline in
recoveries. Fitch found that a 15% increase in the weighted average
foreclosure frequency (WAFF) and a 15% decrease of the weighted
average recovery rate (WARR) would imply downgrades of up to five
notches.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. Fitch found that a decrease in the WAFF of 15% and an
increase in the WARR of 15% would imply upgrades of up to four
notches for the mezzanine and junior tranches.

DATA ADEQUACY

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

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

ESG CONSIDERATIONS

Avon Finance No.3 PLC has an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
the high proportion of IO loans in the legacy OO sub-pool, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Avon Finance No.3 PLC has an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to a
significant portion of the pool containing OO loans advanced with
limited affordability checks, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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.

AVON FINANCE NO.3: S&P Assigns B- (sf) Rating to Cl. X-Dfrd Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Avon Finance No.3
PLC's class A, B, C-Dfrd, D-Dfrd, E-Dfrd, F-Dfrd, and X-Dfrd U.K.
RMBS notes. At closing, the transaction also issued unrated class Z
and R notes, and X1, X2, and Y certificates.

The transaction is a repack of Avon Finance No.1 PLC, which was in
turn a repack of Warwick Finance Residential Mortgages Number Two
PLC. It is a static RMBS transaction, which securitizes a portfolio
of GBP604 million first-lien mortgage loans, both owner-occupied
and buy-to-let, secured on U.K. properties.

S&P based its credit analysis on the July 2023 pool of GBP604
million.

The loans in the pool were originated by GMAC-RFC Ltd. and Platform
Funding Ltd., and are very seasoned.

S&P considers the collateral to be nonconforming based on the
prevalence of loans to self-certified borrowers and borrowers with
adverse credit history, such as prior county court judgments
(CCJs).

Credit enhancement for the rated notes consists of subordination
and a nonamortizing reserve fund.

Of the pool, 13.3% of the loans are in arrears, with 6.6% of that
portion in severe arrears (90+ day arrears). Of the pool, 4.5% is
considered reperforming.

There is high exposure to interest-only and part-and-part loans in
the pool at 84.9%, and the borrowers in this pool may have
previously been subject to a CCJ (or the Scottish equivalent), an
individual voluntary arrangement, or a bankruptcy order prior to
the origination.

The rated notes are supported by the principal borrowing mechanism,
the general reserve, and the liquidity reserve (class A and B
notes). The first two are subject to a principal deficiency ledger
condition for the class B to G-Dfrd notes unless they are the most
senior outstanding. The class B notes' access to the liquidity
reserve fund is subject to being the most senior class outstanding
or having a PDL balance of less than 10% of this class of notes'
outstanding balance. These reserve funds were funded at closing.

S&P's counterparty, operational risk, and structured finance
sovereign risk criteria do not constrain our ratings in the
transaction. It considers the issuer to be bankruptcy remote.

  Ratings

  CLASS     RATING     AMOUNT (MIL. GBP)

  A         AAA (sf)     504.292

  B         AA+ (sf)      33.019

  C-Dfrd    AA- (sf)      19.511

  D-Dfrd    A (sf)        11.106

  E-Dfrd    BBB (sf)      12.607

  F-Dfrd    BB- (sf)       9.605

  Z         NR            10.205

  R         NR             7.189

  X-Dfrd    B- (sf)        9.005

  X1 certs  NR               N/A

  X2 certs  NR               N/A

  Y certs   NR               N/A

N/A--Not applicable.
NR--Not rated.


CITY AM: Owed Thousands to Hotels, Restaurants Ahead of Takeover
----------------------------------------------------------------
James Warrington at The Telegraph reports that City AM owed more
than GBP200,000 to upmarket hotels and restaurants ahead of its
GBP1.5 million takeover by the protein shake tycoon Matt Moulding.

The London freesheet, which was snapped up by Mr. Moulding's THG
last month, collapsed into administration owing more than GBP2.4
million, The Telegraph relates.

According to The Telegraph, the company's creditors include
Boisdale, a Scottish-themed fine dining restaurant and whisky bar
with venues in Canary Wharf and Belgravia.

City AM has close ties to the chain, to which it owed GBP36,000 for
hosting a cryptocurrency summer party, The Telegraph notes.

The paper also owed more than GBP100,000 to the Leonardo Royal
Hotel in St Paul's, where it has previously held awards ceremonies,
as well as tens of thousands of pounds to catering companies, The
Telegraph states.

City AM's largest debt is almost GBP1 million owed to HMRC relating
to VAT, PAYE and employees' national insurance, which is expected
to be repaid in full, according to The Telegraph.  It also owed
GBP750,000 to lender Metro Bank, up to 75% of which is expected to
be recovered, The Telegraph relays.

The debts, revealed in filings by administrator BDO, illustrate the
state of the freesheet's finances prior to its collapse, according
to The Telegraph.

The newspaper was left reeling by Covid lockdowns, which decimated
advertising revenues and hit its key readership of London
commuters, The Telegraph recounts.

The crisis forced City AM to stop printing in 2020.  While the
paper is now back in distribution, it has been hit by surging
newsprint costs and the shift to home working, and is no longer
printed on Fridays.

While revenues rose to GBP6.1 million last year, the company lost a
further GBP584,000 and its debts ballooned to GBP2.5 million, The
Telegraph states.


CMS KIDDERMINSTER: Enters Administration, Put Up for Sale
---------------------------------------------------------
Business Sale reports that a car dealership based in the West
Midlands has fallen into administration, with a sale process now
set to begin.

CMS (Kidderminster), which runs a franchised Vauxhall dealership in
Churchfields, fell into administration following a period of
financial difficulties, Business Sale recounts.

The company had struggled financially over recent months following
the qualification of its audited financial statements for the year
ending December 31, 2021, Business Sale relates.  In the firm's
accounts, submitted to Companies House in April, directors
disclosed a stock discrepancy of GBP3.7 million relating to a stock
contra account, Business Sale notes.

According to Business Sale, the directors said that they were
working to ensure such an issue could not occur again, adding that
the firm's 2021 financial statement showed profits before tax of
GBP487,475 and that forecasts and ongoing trading supported this.

While the stock discrepancy did not directly affect the firm's
trading ability during the years in question, it did impact its
ability to attract funding and, if required to pay off the stock
balance, the company's liabilities would exceed the value of its
total assets by GBP2.9 million, Business Sale states.

As a result, FRP Advisory's Tony Wright and Rajnesh Mittal were
appointed as joint administrators to the firm on August 16, 2023,
Business Sale relates.  The business will continue to trade, with
all 46 members of staff remaining employed, as the joint
administrators explore possible options for its future, including a
potential sale, Business Sale discloses.


CONSTELLATION AUTOMOTIVE: Fitch Affirms LT IDR at B-, Outlook Neg.
------------------------------------------------------------------
Fitch Ratings has affirmed Constellation Automotive Group Limited's
(CAG) Long-Term Issuer Default Rating (IDR) at 'B-' with Negative
Outlook. Its senior secured debt has been affirmed at 'B-' with a
Recovery Rating of 'RR4' and second-lien debt at 'CCC' with 'RR6'.

The 'B-' rating continues to reflect CAG's aggressive financial
profile, which is balanced by a sustainable business model with a
UK market-leading position as an integrated auto-service provider.
The 'B-' rating also considers the absence of near-term refinancing
risks with long-dated debt maturities in 2027-2029.

Fitch believes that CAG's business model strength will allow it to
recover its EBITDA as car supply rebounds over the next two years.
However, the Negative Outlook reflects execution risks associated
with driving EBITDA growth above historical levels, which is a
prerequisite for deleveraging towards levels that are consistent
with a 'B-' rating. Further, the Negative Outlook factors in
weakened liquidity and pressure on interest coverage ratios from
increased interest rates as a majority of its debt is floating
rate, and not hedged.

KEY RATING DRIVERS

Car Production at Historical Lows: In the UK and other European
countries, the used vehicles market has been significantly
disrupted by constrained new car supply, due to semiconductor
supply issues and other car component shortages. UK used car
transactions fell to about 7 million in fiscal year to 2 April 2023
(FY23) from around 8 million before the pandemic, leading to
significant under-utilisation of CAG's auction capacity and
automotive services capabilities. UK used car transactions were up
4.1% in 1QFY24 as new vehicle supply began to increase and Fitch
projects further gradual market recovery over FY24-FY25.

EBITDA Plunged in FY23: CAG's Fitch-adjusted EBITDA fell to GBP127
million in FY23, after a record high at GBP266 million in FY22.
This resulted from low auction volumes, losses at new Retail Ready
operations and normalising EBITDA from its vehicle-buying division.
Visibility of EBITDA improving towards GBP230 million (equivalent
to management-calculated pre-IFRS 16 EBITDA of GBP250 million)
would be a prerequisite for a revision of the Outlook to Stable.
Fitch estimates that at this level CAG is able to generate positive
free cash flow (FCF) and be consistent with leverage sensitivities
for the 'B-' rating. However, it is also materially above EBITDA
over the past six years, except in FY22 when CAG benefitted from
strong demand and high car prices.

Volume Growth Key for EBITDA: CAG's EBITDA growth is reliant on
recovery in volumes from third-party vendors for its auctions and
continued growth in volumes of vehicles it buys from consumers
through its WeBuyAnyCar service in the UK. Greater volumes would
drive EBITDA growth due to operating leverage, despite likely
growth in marketing expenses to support WeBuyAnyCar market-share
gains. In addition, EBITDA growth will come from elimination of
losses at Retail Ready after its restructuring in FY23 and
profitability improvements at its automotive services division,
which depends on car supply recovery.

No Weakness in Demand Assumed: In addition to challenges with
supply, it is uncertain how car demand will evolve given the
cost-of-living crisis and increased fuel prices in the UK. Its
rating case, however, does not incorporate significant pressures
from this factor. The business has demonstrated counter-cyclical
capabilities, as volumes grew through the last financial crisis to
799,000 from 766,000 over 2007-2009. Further, Fitch sees potential
pent-up demand as more than 2 million new car transactions were
lost in the UK between 2020 and 2022 from the pandemic and supply
constraints and as the proportion of cars under three years old
fell below normal levels.

Excessive Leverage: CAG's EBITDA gross leverage was 15.1x at FYE23,
which is high for the rating and makes it an outlier among peers.
High leverage is driven by a large debt burden that resulted from
an aggressive financial policy, in particular a dividend
recapitalisation completed in 2021, and by weakened profit
generation due to the challenging operating environment and the
timing of its Retail Ready rollout. Fitch projects some
deleveraging as EBITDA grows but leverage is likely to remain above
its negative rating sensitivity of 8.5x in FY24-FY25.
Slower-than-expected deleveraging, if combined with increasing
liquidity risks, could drive a rating downgrade.

Negative FCF: Fitch-adjusted FCF remained negative in FY23 at GBP17
million and Fitch forecasts it to weaken in FY24 due to investments
in working capital. This is despite a significant reduction in
capex and projected EBITDA recovery. Fitch expects the high
interest-rate environment to also weigh on cash generation as Fitch
assumes interest expenses will increase to around GBP150 million in
FY24 from GBP114 million in FY23. Around 60% of CAG's debt is
floating rate and not hedged, exposing the company to recent
base-rate increases. Under its rating case, positive FCF generation
from FY25 is also dependent on base-rate decreases.

Limited Diversification: CAG's diversification is limited by
product and geography as the company is focused on vehicle buying
and remarketing predominantly in the UK. International vehicle
remarketing (mostly Europe) accounted for less than 20% of EBITDA
on average for the past five years. CAG has made some acquisitions
to diversify its offer in preparation, logistics, buying and
financing of vehicles, but its performance remains tightly
correlated with new car production and sales, as demonstrated by
weak trading in FY23.

Complex Group Structure: CAG has operational links to few other
businesses within the broader Constellation Automotive group. Such
businesses are material but excluded from the restricted group,
which is non-standard compared with peers. In FY22, CAG provided a
GBP80.1 million related-party loan, of which GBP24.1 million was
repaid in FY23. Fitch estimates that liquidity position and
leverage would have been better if the loan was not provided.

Strong Market Position: CAG's market-leading positions (around 4x
larger by volume than its nearest competitor), density of auction
networks across the UK, large land requirements and in-house
logistics capabilities are strong competitive advantages. An
integrated business model means CAG benefits from fees across the
automotive value chain, generating diversified revenue streams from
preparation, logistics, buying and financing of vehicles on top of
the core fees from operating car auctions. This positions CAG at
the centre of the used-car market, providing a large pool of
vehicle data that informs its valuation models.

DERIVATION SUMMARY

CAG benefits from a well-integrated business model with a
market-leading position in the UK and growing presence in Europe,
having transitioned to fully online auctions post-pandemic. CAG is
larger and better-integrated across the value chain than peers in
the automotive service industry, which allows for diversified
sources of income and a more resilient financial profile. Its
integration of vehicle-buying, partner-finance and logistics
services is unique among direct peers and allows for some downside
protection.

CAG is rated lower than Speedster Bidco GmbH (B/ Stable), one of
the largest European digital automotive classifieds platforms that
offers listing platforms for used and new cards, motorcycles and
commercial vehicles to dealers and private sellers. The rating
difference results from CAG's weaker financial structure and
higher-risk business profile.

CAG's rating is lower than that of US-based peers operating in the
new and used auto dealership industry. AutoNation, Inc. (BBB-/
Stable), Asbury Automotive Group, Inc. (BB/ Stable) and Sonic
Automotive, Inc (BB/ Stable) have larger business scale, lower
leverage and greater financial flexibility than CAG.

KEY ASSUMPTIONS

Key Assumptions Within its Rating Case for the Issuer:

- New car registrations in the UK increasing to 1.8 million in FY24
and to 2 million in FY25, followed by stable volumes in the
following two years

- CAG's UK remarketing volumes increasing to 1.1 million in FY24,
around 1.2 million in FY25 and gradually growing to 1.3 million in
FY27

- Fitch-adjusted EBITDA to increase to around GBP180 million in
FY24 and above GBP210 million in FY25, followed by gradual
improvement to FY27

- Interest payments on debt of around GBP150 million in FY24,
before declining by GBP10 million a year over FY25-FY26

- Around GBP30 million outflow under working capital in FY24 and no
working-capital outflows over FY25-FY27

- Capex of around GBP40 million in FY24, followed by GBP50 million
a year to FY27

- Potential receipt of GBP56 million (plus accrued interest) from
an intercompany loan repayment in addition to GBP24 million
received in FY23

- No dividends or acquisitions to FY27

RECOVERY RATING ASSUMPTIONS

Its recovery analysis assumes CAG would be restructured as a going
concern rather than be liquidated in a default. Fitch has assumed a
10% administrative claim in the recovery analysis.

CAG's post-reorganisation, going-concern EBITDA reflects Fitch's
view of a sustainable EBITDA of GBP145 million. It incorporated
some recovery from FY23 EBITDA of GBP127 million, which was
affected by challenging market conditions with new car
registrations in UK at the lowest since 1982.

A distressed enterprise value (EV)/EBITDA multiple of 5.5x has been
applied to calculate a going-concern EV; this multiple reflects
CAG's leading market positions and logistics capabilities, strong
cash generation, and trusted brand.

Fitch assumes CAG's revolving credit facility (RCF) and ancillary
facilities (GBP250 million in total) are fully drawn in a
restructuring.

Its recovery analysis no longer includes CAG's GBP300 million
asset-backed finance facility that is used to fund the Partner
Finance business (ring-fenced). This is because Fitch treated this
business as financial services operations and deconsolidated it, in
line with its methodology.

Its waterfall analysis generates a ranked recovery for senior
secured first-lien debt creditors in the 'RR4' band, indicating a
'B-' instrument rating for the secured debt, in line with the IDR.
The waterfall analysis output percentage on current metrics and
assumptions is 42%. Conversely, its analysis generates for the
second-lien debt a ranked recovery in the 'RR6' band, indicating a
'CCC' rating, with 0% recovery expectations based on current
metrics and assumptions.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to Upgrade:

- EBITDA gross leverage below 7.0x on a sustained basis

- Successful execution of volumes growth strategy, driving
consistent EBITDA growth within core business divisions and
positive FCF generation

- EBITDA interest coverage above 2.2x on a sustained basis

Factors That Could, Individually or Collectively, Lead to a
Revision of Outlook to Stable:

- Visibility of Fitch-adjusted EBITDA increasing above GBP230
million by FY27 and FCF turning positive from FY25

- Visibility of EBITDA gross leverage falling below 8.5x and EBITDA
interest coverage increasing towards 1.7x, both on a sustained
basis

Factors That Could, Individually or Collectively, Lead to
Downgrade:

- No deleveraging with EBITDA gross leverage remaining above 8.5x
on a sustained basis, resulting from an inability to increase
Fitch-adjusted EBITDA above GBP230 million over FY24-FY27

- Sustained negative FCF

- Increasing liquidity and refinancing risks

- EBITDA interest coverage below 1.7x on a sustained basis

LIQUIDITY AND DEBT STRUCTURE

Weak Liquidity: At FYE23, CAG had GBP96 million of cash and cash
equivalents, GBP140 million available under its GBP210 million
revolving credit facility and GBP35 million available under a net
overdraft facility. Fitch expects FCF to remain negative in FY24
but liquidity will be supported by asset divestments. Positive FCF
generation is dependent on EBITDA growth and reduction of interest
rates as the majority of debt has floating rates.

Fitch also assumes that CAG may request a repayment of GBP56
million (plus accrued interest) outstanding under its loan to a
related party if liquidity weakens. Nevertheless, a
slower-than-expected market recovery will increase liquidity risk,
which will have a greater weight in its analysis and put more
significant pressure on the rating.

ISSUER PROFILE

CAG operates the UK's and Europe's largest digital used-vehicle
exchanges (both business-to-business and consumer-to-business) and
is a leading provider of automotive solutions in the UK, including
vehicle movement, logistics, storage, pre-delivery inspections,
fleet management, de-fleeting services and refurbishment.

ESG CONSIDERATIONS

CAG has an ESG Relevance Score of '4' for Group Structure due to
the complexity of the group structure and related-party loan
provided to an entity outside of restricted group and consolidation
scope, 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
   -----------               ------        --------   -----
Constellation
Automotive
Financing plc

   senior secured      LT     B-  Affirmed    RR4       B-

Constellation
Automotive Limited

   senior secured      LT     B-  Affirmed    RR4       B-

   Senior Secured
   2nd Lien            LT     CCC  Affirmed   RR6      CCC

Constellation
Automotive Group
Limited                LT IDR B-  Affirmed              B-

CUBE PARTNERSHIP: Enters Voluntary Liquidation Amid Debt Woes
-------------------------------------------------------------
Isle of Man Today reports that the off-island company to which the
government said it awarded a TT merchandising contract just eight
months ago has gone into liquidation.

But the Cube Partnership's parent company insists it holds the
contract -- and has already developed a range of merchandise for
sale at TT 2024, Isle of Man Today notes.

Cube Partnership, which the Department for Enterprise said it had
agreed a deal to supply merchandise earlier this year, has entered
voluntary liquidation, Isle of Man Today relates.

According to Isle of Man Today, in January this year the government
said: "The Department for Enterprise has entered into contract with
Cube Partnership for the licensed supply and production of official
Isle of Man TT Races merchandise."

Records held by Companies House in the UK show that the company had
debts of over GBP2 million when it appointed liquidators in July
this year, Isle of Man Today discloses.

"Despite the forecasts providing a more positive outlook, the
reality, on the back of a COVID Pandemic, and a less than positive
economic position, was not such a positive story and I can confirm
that we have closed Cube Partnership," Isle of Man Today quotes the
chief executive officer of Cube International Group, Andrew Graham,
as saying. "It was clear that partnership was carrying too much
debt, with ineffective strategic realignment to manage a way
through it in the timescale necessary."

He added that the wider group, including Cube International Ltd,
"continues to trade through the historic challenges and has
successfully delivered at the Isle of Man TT".


EUROSAIL-UK 07-1: Fitch Affirms Rating at 'BBsf' on Class E1c Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded Eurosail-UK 07-1 NC Plc (Eurosail
2007-1) class C and D notes and affirmed the rest. Fitch also
affirmed all outstanding notes of Eurosail-UK 07-5NP Plc (Eurosail
2007-5).

   Entity/Debt           Rating             Prior
   -----------           ------             -----
Eurosail-UK
2007-1 NC Plc

   Class A3a
   XS0284931853      LT AAAsf  Affirmed     AAAsf

   Class A3c
   298800AJ2         LT AAAsf  Affirmed     AAAsf

   Class B1a
   XS0284932315      LT AAAsf  Affirmed     AAAsf

   Class B1c
   XS0284947263      LT AAAsf  Affirmed     AAAsf

   Class C1a
   XS0284933719      LT AA+sf  Upgrade       A+sf  

   Class D1a
   XS0284935094      LT BBB+sf Upgrade      BBBsf

   Class D1c
   XS0284950994      LT BBB+sf Upgrade      BBBsf

   Class E1c
   XS0284956330      LT BBsf   Affirmed      BBsf

Eurosail-UK
2007-5 NP Plc

   Class A1a
   XS0328024608      LT B-sf   Affirmed      B-sf

   Class A1c
   XS0328025241      LT B-sf   Affirmed      B-sf

   Class B1c
   XS0328025324      LT CCCsf  Affirmed     CCCsf

   Class C1c
   XS0328025597      LT CCCsf  Affirmed     CCCsf

   Class D1c
   XS0328025670      LT CCsf   Affirmed      CCsf

TRANSACTION SUMMARY

The transactions comprise non-conforming UK mortgage loans
originated by Southern Pacific Mortgage Limited (formerly a
wholly-owned subsidiary of Lehman Brothers) and Alliance &
Leicester.

KEY RATING DRIVERS

Sequential Payments to Continue: Fitch expects Eurosail 2007-1 to
continue to amortise sequentially. Pro-rata amortisation is being
prevented by a number of triggers, such as the uncurable cumulative
loss trigger. The sequential amortisation and non-amortising
reserve fund have allowed credit enhancement (CE) to build up for
all notes. This supports the upgrades of the class C and D notes,
where CE has built up by 3.9% and 1.4%, respectively since their
last reviews a year ago.

Tail Risk Not Mitigated: Fitch believes Eurosail 2007-5 is exposed
to significant tail risk. In Fitch's back-loaded default
distribution scenarios, the transaction is likely to repay
principal on a pro-rata basis until the aggregate principal amount
outstanding of the notes is less than10% of the original pool
balance. At the same time, the transaction's reserve fund will
amortise and the fixed senior costs the transaction must pay will
deplete any excess spread available to meet interest payments on
the notes, as the pool balance shrinks.

Increased Senior Fees: Both transactions have been incurring
increased senior fees since 2018. Fitch has reflected the observed
increase in its fee assumptions for the transactions by assuming
the average of the costs incurred in the last three years are
incurred on an ongoing basis. Most junior notes are sensitive to
fee assumptions. Eurosail 2007-1's class D and E note ratings are
constrained by one notch to avoid the potential negative impact of
future increases in senior fees.

Deteriorating Asset Performance: Fitch expects asset performance in
non-conforming pools to deteriorate as a result of rising inflation
and interest rates. An increase in arrears could result in a
reduction of the model-implied ratings (MIR) in future model
updates. The ratings on Eurosail 2007-1 class C, D and E notes are
constrained by one notch below their MIRs to account for this risk.
Furthermore, Fitch tested for defaults increasing beyond those
modelled across the rating scale, by 15% and 30%, and found the
note ratings resilient in these scenarios.

RATING SENSITIVITIES

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

The transactions' performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated with increasing levels of
delinquencies and defaults that could reduce CE available to the
notes.

Additionally, unanticipated declines in recoveries could also
result in lower net proceeds, which may make certain notes
susceptible to negative rating action depending on the extent of
the decline in recoveries. Fitch tested a 15% increase in the
weighted average foreclosure frequencies (WAFF) and a 15% decrease
in the weighted average recovery rate (WARR), which would result in
downgrades of up to five notches for the class E notes of Eurosail
2007-1.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. Fitch tested a decrease in the WAFF of 15% and an
increase in the WARR of 15%, which would result in upgrades of up
to seven notches.

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

Eurosail 2007-1 and 2007-5 have an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
the pool exhibiting an interest-only maturity concentration among
the legacy non-conforming owner-occupied loans of greater than 40%,
which has a negative impact on the credit profiles, and is relevant
to the ratings in conjunction with other factors.

Eurosail-UK 2007-1 and 2007-5 have an ESG Relevance Score of '4'
for Human Rights, Community Relations, Access & Affordability due
to a significant proportion of the pool containing owner-occupied
loans advanced with limited affordability checks, which has a
negative impact on the credit profiles, and is relevant to the
ratings in conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This 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.

PIZZA HUT UK: Auditors Warn Over Future Amid Mounting Debt Pile
---------------------------------------------------------------
Tim Wallace at The Telegraph reports that Pizza Hut UK's auditors
have fired a warning shot over the company's future amid concerns
over its mounting debt pile.

According to The Telegraph, the group, which is the largest British
franchise of the US restaurant chain, is in talks to refinance
almost GBP31 million of its GBP73 million debt pile which it must
repay by next April.

It comes after the company secured relaxed terms on its loans with
banking partners, The Telegraph notes.

In its latest accounts, Pizza Hut UK warned there was a chance it
could still breach its loan agreements in a "severe but plausible
downside scenario", The Telegraph relates.

As a result, PwC, the company's auditor, warned that there was
"material uncertainty which may cast significant doubt about the
company's ability to continue as a going concern," The Telegraph
discloses.

However, PwC added: "The company enjoys excellent relationships
with its lenders, some of whom are equity shareholders in the group
and the directors anticipate that any potential breach could be
waived in advance of occurring."

Pizza Hut UK operates 152 outlets and employs 4,000 staff. Its
takeaway outlets are run separately by franchisee partners.

Pizza Hut's accounts for the year to December 2022 showed revenues
bounced back after the pandemic to surge to GBP161 million from
GBP130 million a year earlier, The Telegraph relays.

But costs jumped even more rapidly, pushing it to an operating loss
of just over GBP3 million and a pre-tax loss of GBP3.6 million, The
Telegraph states.

"Just as the omicron impacts began to ease, the outbreak of the war
in Ukraine caused unprecedented and sustained inflation of energy,
food and transportation costs," The Telegraph quotes the company as
saying.

Pizza Hut, as cited by The Telegraph, said it had also been hit by
a shortage of workers and increased financial pressures on
households, both of which have led to staff asking for pay rises.


PRAESIDIAD GROUP: Moody's Cuts CFR to C & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of Praesidiad Group Limited's (Praesidiad or the company) to
C from Caa3, and the company's probability of default rating to
C-PD from Caa3-PD. Concurrently, Moody's has also downgraded to C
from Caa3 the backed senior secured bank credit facilities borrowed
by Praesidiad Limited, a wholly-owned subsidiary of the company.
The outlook has changed to stable from negative for both entities.

RATINGS RATIONALE

The downgrade of Praesidiad's CFR and PDR reflects Moody's view
that the company's probability of default, including the potential
for a restructuring that Moody's considers a distressed exchange,
is very high over the near term. This follows Praesidiad's
announcement made on August 21, 2023[1], which disclosed a binding
recapitalization agreement entered by the company and its key
stakeholders. As part of the proposed transaction, current lenders
will acquire the business from Praesidiad's ultimate existing
private-equity sponsor Carlyle.

The proposed debt restructuring remains subject to customary
regulatory approvals and is expected to conclude by the end of the
first quarter of 2024. If proceeding as planned, the transaction
will lead to substantially lower leverage and interest burden as a
function of the expected EUR240 million reduction in the company's
outstanding financial indebtedness (around EUR397 million as at
March 31, 2023). As part of the agreement, lenders will also
provide EUR25 million of interim new money debt to support the
company's liquidity position (EUR21 million as at March 31, 2023)
through completion of the transaction. Notwithstanding the
additional incoming funds, the rating agency does not rule out
recourse to additional measures to preserve liquidity. Upon
completion, Praesidiad's capital structure will include (i) EUR28
million of super senior term loan facility, originating from the
conversion of the interim new money debt (inclusive of 8% original
issue discount and 4% exit fee) into a longer-termed facility due
June 2026; (ii) EUR125 million of existing term loan B reinstated
as a new facility at the operating company level due September 2027
and (iii) EUR276 million of the current existing bank facilities
superseding as term loan at the holding company level due December
2027, stapled to equity and structurally junior to the
abovementioned pieces of debt. Based on these transaction terms,
the C ratings reflect Moody's expected recovery rate of around 30%
to creditors on the existing facilities.

Moody's views the execution risk on the transaction as limited, as
the new money debt is backstopped by an ad hoc group of lenders and
the parties have entered into a legally binding agreement that
formalises the transaction.

ESG CONSIDERATIONS

Governance considerations were a key driver of the rating action
and reflect the lack of explicit support offered by Praesidiad's
shareholders. At the same time, creditors will incur a loss through
the debt restructuring and accept a structurally subordinated term
loan which will reduce the company's debt burden and enhance its
liquidity position. Moody's Governance Issuer Profile Score (IPS)
remains G-5 (very highly negative) and the company Credit Impact
Score remains CIS-5 (very highly negative).

LIQUIDITY

Praesidiad's liquidity remains weak in Moody's view despite the
interim additional funding of EUR25 million from existing lenders
to maintain adequate operational cash levels over the next few
months. The company had a modest cash balance of EUR21 million as
at March 31, 2023 and the rating agency forecasts some cash burn in
the next 12 to 18 months.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that the default
probability is high and appropriately captured at the current
rating level.

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

Positive rating pressure would likely arise following the
successful completion of the proposed restructuring.

Conversely, further downward rating pressure is limited given the
current low rating level.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

Headquartered in the United Kingdom, Praesidiad is a leading
provider of outdoor perimeter security systems. The company's
products are marketed under the Betafence, Guardiar and Hesco
brands and cater to a wide range of end-markets characterised by
high-security needs such as utilities, oil and gas, military and
other high-security events, but also residential, temporary
fencing, farming, cable and wire, as well as low- and
medium-security perimeter protection and control products. In the
last twelve months ended March 2023, Praesidiad generated revenue
and Moody's-adjusted EBITDA of EUR290 million and EUR42 million
respectively. The group is ultimately controlled by the Carlyle
Group.

PREFERRED RESIDENTIAL 06-1: Fitch Affirms B-sf Rating on E1c Notes
------------------------------------------------------------------
Fitch Ratings has placed Preferred Residential Securities 05-2 PLC
(PRS 05-2) class D1C and E1C on Rating Watch Negative (RWN) and
affirmed the rest. It has also affirmed Preferred Residential
Securities 06-1 PLC (PRS 06-1).

   Entity/Debt             Rating                 Prior
   -----------             ------                 -----
Preferred
Residential
Securities 06-1 PLC

   Class C1a
   XS0243658670         LT AAAsf Affirmed         AAAsf

   Class C1c
   XS0243665964         LT AAAsf Affirmed         AAAsf

   Class D1a
   XS0243659728         LT A+sf  Affirmed          A+sf

   Class D1c
   XS0243666939         LT A+sf  Affirmed          A+sf

   Class E1c
   XS0243669529         LT B-sf  Affirmed          B-sf

Preferred
Residential
Securities 05-2 PLC

   Class C1a
   XS0234209020         LT AAAsf Affirmed         AAAsf

   Class C1c
   XS0234209459         LT AAAsf Affirmed         AAAsf

   Class D1c
   XS0234212594         LT A+sf  Rating Watch On   A+sf

   Class E1c
   XS0234213642         LT B-sf  Rating Watch On   B-sf

TRANSACTION SUMMARY

The transactions are securitisations of seasoned non-conforming
residential mortgage loans originated by Preferred Mortgages
Limited. The loans are buy-to-let (BTL) and non-conforming
owner-occupied (OO).

KEY RATING DRIVERS

Risk of Non-Transition: The RWN reflects potential downgrades if
the notes linked to GBP Libor do not transition to an alternative
reference rate by end-March 2024 when the three-month GBP Libor
would cease to be published. In the event that notes linked to GBP
Libor have not transitioned by this time, the existing fallback
provisions mean that the note coupons may become fixed.

Fitch has tested a scenario assuming a Libor rate at cessation in
line with market-implied forward rates, scheduled principal
redemptions at the contractual rate and unscheduled principal
redemptions at the rate observed in the last year. Where this
scenario suggests rating downgrades the relevant tranche has been
placed on RWN.

The class C notes of PRS 05-2 notes remain on Negative Outlook due
to the uncertainty around the terms of interest rates payable post
Libor cessation.

Performance Adjustment Factor (PAF): Both the pools have high IO OO
concentrations. During 2028-2030, 55.6% (PRS 05-2) and 53.9% (PRS
06-1) of the OO loans in the portfolios mature and must make
principal payments. Fitch continues to floor its PAF assumptions to
account for this significant back-loaded risk profile that arises
for these high percentage of owner-occupied IO loans.

Increasing Arrears, Low Defaults: Early and late-stage arrears have
increased since the last review. High prepayments further
exacerbate the effect these increasing arrears have on the
transactions. The reported total arrears (one month plus) for the
transaction have increased to 25.56% from 19.5% (PRS 05-2) and
18.9% from 15.4% (PRS 06-1) since the last review. The constant
payment rates (CPR) across both pools have been volatile in recent
years at between 5% and 15% and peaking in 3Q22. The small
remaining size of the pools means that a relatively small amount
prepayments in a period can cause the CPR to be volatile.

Increasing Credit Enhancement: Due to a breach of a trigger related
to arrear levels, the transactions amortise sequentially, resulting
in a build-up in credit enhancement (CE) for all classes of
collateralized notes. Both transactions benefit from non-amortising
reserve funds that also contribute to the build-up of CE.

Senior Fees: Both transactions have previously attempted a basic
terms modification to transition to SONIA from LIBOR with PRS 06-1
successfully transitioning to SONIA-linked notes in 2022. Fitch
assumes that senior fee ls should be reduced back to pre-SONIA
transition attempt levels for PRS 06-1 since this process has been
completed. Fitch has begun to see a decrease in senior fees but
should these not reduce back to pre-SONIA transition attempt levels
Fitch may increase the fees assumption in the following review.

Fitch used the annual fees reported prior to the LIBOR-SONIA
transition as its senior fee assumptions for this review.

RATING SENSITIVITIES

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

The transactions' performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults and could reduce CE available to the
notes.

Fitch found that a 15% increase in weighted average foreclosure
frequencies (WAFF) and a 15% decrease in WA recovery rate (RR)
could lead to downgrades of the class D notes of up to three
notches for PRS 05-2 and no more than one notch for PRS 06-1.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades.

Fitch found that decreasing the WAFF by 15% and increasing the WARR
by 15% would result in upgrades of the class E notes of up to 10
notches for PRS 05-2 and eight notches for PRS 06-1.

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

PRS 05-2 and PRS 06-1 have an ESG Relevance Score of '4' for
Customer Welfare - Fair Messaging, Privacy & Data Security due to
material concentration of IO loans, which has a negative impact on
the credit profiles, and is relevant to the ratings in conjunction
with other factors.

PRS 05-2 and PRS 06-1 have an ESG Relevance Score of '4' for Human
Rights, Community Relations, Access & Affordability due to the
underlying asset pools with limited affordability checks and
self-certified income, which has a negative impact on the credit
profiles, and is relevant to the ratings in conjunction with other
factors.

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


                           *********


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

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

Copyright 2023.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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