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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

          Wednesday, October 25, 2023, Vol. 24, No. 214

                           Headlines



B U L G A R I A

TBI BANK: Moody's Assigns Ba3 Rating to New Senior Unsecured Debt


F R A N C E

AUTOFLORENCE 2: S&P Affirms 'B' Rating on Class E-Dfrd Notes
BURGER KING: Moody's Upgrades CFR & Senior Secured Notes to B2
ORANGE SA: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings


G E O R G I A

CARTU BANK: S&P Affirms 'B' ICR & Alters Outlook to Positive


G E R M A N Y

ALSTRIA OFFICE: S&P Lowers ICR to 'BB+', Outlook Negative
APOLLO 5 GMBH: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
HUGO BOSS: Egan-Jones Retains BB- Senior Unsecured Debt Ratings
HURTIGRUTEN GROUP: S&P Downgrades ICR to 'CCC-', Outlook Negative
TUI CRUISES: Moody's Raises CFR to B2 & Alters Outlook to Positive



I R E L A N D

BLACKROCK EUROPEAN VII: Fitch Affirms 'Bsf' Rating on Class F Notes
SHAMROCK RESIDENTIAL 2022-2: S&P Affirms 'B-' Rating on Cl. G Notes


I T A L Y

LEATHER SPA: S&P Affirms 'B' LT ICR & Alters Outlook to Stable
RED & BLACK AUTO: Fitch Assigns 'BB+sf' Final Rating on Cl. E Notes


L U X E M B O U R G

CATLUXE SARL: S&P Withdraws 'D' LongTerm Issuer Credit Rating
ODYSSEY EUROPE: S&P Upgrades ICR to 'B-' on Reduced Leverage


P O R T U G A L

BANCO MONTEPIO: Moody's Rates New Senior Unsecured Debt 'B1'


S P A I N

AUTONORIA SPAIN 2019: Moody's Ups Rating on EUR25MM G Notes to B2


T U R K E Y

KOC HOLDING: S&P Affirms 'B+' LT ICR & Alters Outlook to Stable
MERSIN INT'L: S&P Affirms 'B' ICR & Alters Outlook to Stable


U N I T E D   K I N G D O M

CARILLION: Disqualification Case v. Ex-Chair, Interim CEO Dropped
CHILTERN MILLS: Enters Liquidation, Shuts Down Teesside Stores
DAILY TELEGRAPH: Former Owners Attempt to Stall BVI Court Case
HAMMERSON PLC: Egan-Jones Retains BB Senior Unsecured Ratings
ILKE HOMES: Enters Liquidation, Owes Around GBP321MM to Creditors

LILY ELLA: Venture Stream Acquires Business, Assets
STARZ MORTGAGE 2021-1: S&P Raises Class F Notes Rating to 'BB+'
VALE BROTHERS: Bought Out of Administration by Baaj Capital Firm

                           - - - - -


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B U L G A R I A
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TBI BANK: Moody's Assigns Ba3 Rating to New Senior Unsecured Debt
-----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 long-term foreign
currency rating to the senior unsecured debt to be issued by TBI
Bank EAD, with a stable outlook. The senior unsecured debt, which
are referred to as "Senior Preferred Notes" by the issuer, will
constitute eligible liabilities for TBI Bank's minimum requirement
for own funds and eligible liabilities (MREL).

All other ratings and assessments remain unaffected by the rating
action.

RATINGS RATIONALE

The Ba3 senior unsecured debt rating reflects TBI Bank's ba3
Baseline Credit Assessment (BCA) and Adjusted BCA and no rating
uplift from Moody's Advanced Loss Given Failure (LGF) analysis
indicating a moderate loss-given-failure for these instruments.
Moody's also assumes a low probability of government support in
line with its support assumptions for the bank's junior deposits.

The outcome of the LGF analysis reflects the limited loss
absorption provided by more subordinated instruments and the volume
of debt ranking pari passu with senior unsecured obligations given
full depositor preference in Bulgaria, whereby junior deposits are
preferred over senior debt creditors. In its analysis Moody's has
incorporated expectations of ongoing issuances of eligible debt
that would be needed to meet TBI Bank's MREL target and maintain
its growth targets.

OUTLOOK

The stable outlook on the long-term senior unsecured debt rating
reflects Moody's expectation that the bank's financial performance
will remain broadly stable, and that the bank will continue to
issue enough eligible debt to meet its regulatory requirements.

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

TBI Bank's senior unsecured debt rating could be upgraded following
an upgrade of its BCA or if the bank were to issue senior unsecured
or subordinated debt instruments beyond Moody's current
expectations that would reduce loss-given-failure and result in a
higher rating uplift from Moody's Advanced LGF analysis.

TBI Bank's BCA could be upgraded following a significant
improvement in the operating environments of Romania and Bulgaria,
if asset risk for the bank declines materially, if the bank
diversifies its business profile or if governance risks abate.

TBI Bank's senior unsecured debt ratings could be downgraded
following a downgrade of its BCA, or if the bank does not issue
debt amounts in line with expectations or its liability structure
changes in a way that reduces the loss absorption available for
senior creditors.

The BCA could be downgraded if operating conditions deteriorate,
leading to asset quality deterioration, and a decline in
profitability, that also impacts capital generation and lowers the
coverage of credit costs from income. Funding volatility and
resultant squeeze in liquidity would also place downward pressure
on the BCA.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Banks Methodology
published in July 2021.




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F R A N C E
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AUTOFLORENCE 2: S&P Affirms 'B' Rating on Class E-Dfrd Notes
------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Autoflorence 2
S.r.l.'s class B notes to 'AA- (sf)' from 'A (sf)', class C notes
to 'A (sf)' from 'BBB (sf)', and class D-Dfrd notes to 'BBB+ (sf)'
from 'BBB- (sf)'. At the same time, S&P affirmed its 'AA (sf)'
rating on the class A notes and 'B (sf)' rating on the class E-Dfrd
notes.

S&P said, "The rating actions follow our review of the
transaction's performance and the application of our relevant
criteria, and consider the transaction's current structural
features.

"As of the September 2023 payment date, the pool factor has fallen
to 66%. As no triggers have been breached, the transaction
continues to amortize pro rata, with the credit enhancement
percentage available to each class of notes remaining constant
since closing.

"Given the good collateral performance, we lowered our base-case
gross loss assumptions, but kept the gross loss multiples
unchanged. We also considered the current portfolio mix rather than
the worst-case mix at closing. We then recalibrated our base-case
gross loss assumptions to account for the current size of the
portfolio and applied a 3.66% base-case gross loss on the total
outstanding balance of the loan.

"At closing, we applied a stressed recovery rate of 12% at all
rating levels. In line with our global auto ABS criteria, we assume
a recovery rate base case of 16% and applied rating-specific
recovery haircuts."

Under S&P's criteria, it applied the following credit assumptions
in its analysis.

  Table 1

  Credit assumptions

  PARAMETER                       AT CLOSING   CURRENT

  Gross loss base case (%)           4.16      3.00

  MULTIPLES (X)

  'AA'                               3.50      3.50

  'A'                                2.50      2.50

  'BBB+'                             2.13      2.13

  'B'                                1.25      1.25

  RECOVERIES (%)

  Base case                           N/A      16.0

  'AA' haircut                        N/A      32.1

  'A' haircut                         N/A      24.3

  'BBB+' haircut                      N/A      22.1

  'B' haircut                         N/A      10.7

  STRESSED NET LOSSES (%)

  'AA'                               12.3      11.4

  'A'                                 8.8       8.5

  'BBB+'                              7.5       7.4

  'B'                                 4.4       4.4

  N/A--Not available.

S&P said, "Our cash flow analysis indicates the available credit
enhancement for the class B notes is sufficient to withstand the
credit and cash flow stresses that we apply at the 'AA' rating
level. However, we maintained a one notch differential with the
class A notes to account for the lower credit enhancement and
position in the capital structure. We therefore raised our rating
on this class of notes to 'AA- (sf)' from 'A (sf)'.

"The class C notes are now able to pass our stresses at the 'A'
rating. We therefore raised our rating on this class of notes to 'A
(sf)' from 'BBB (sf)'.

"For the class D-Dfrd notes, the available credit enhancement is
sufficient to withstand the credit and cash flow stresses that we
apply at the 'A-' rating level. Under our structured finance
sovereign risk criteria, we may assign up to two notches of uplift
over our 'BBB' unsolicited long-term sovereign rating on Italy when
the notes are unable to withstand our 'A' stresses, but the
shortfalls only relate to interest payments and are limited to a
few scenarios. This is the case for the class D-Dfrd notes, which
show interest shortfalls at the 'A' rating level in only four of
the 16 scenarios we tested. However, considering the results of our
sensitivity analysis, we assigned only one notch of uplift as this
class is sensitive to a deterioration in the collateral's
performance. We therefore raised our rating on this class of notes
to 'BBB+ (sf)' from 'BBB- (sf)'.

"The class E-Dfrd notes show interest failures in a few scenarios
at the 'B' rating level. However, the failures are very small and
occur at the very end of the transaction's life. Considering the
transaction's good performance, we affirmed our 'B (sf)' rating on
this class of notes.

"The available credit enhancement for the class A notes is
sufficient to withstand the credit and cash flow stresses that we
apply at the 'AAA' rating level. However, our structured finance
sovereign risk criteria constrain our rating on this class of notes
at 'AA (sf)', hence we affirmed our 'AA (sf)' rating on this class
of notes.

"Our ratings in this transaction are not constrained by the
application of our counterparty risk criteria. Furthermore, our
operational risk criteria do not cap the ratings in this
transaction."

Autoflorence 2 is an Italian ABS transaction that securitizes a
portfolio of auto loan receivables to private borrowers in Italy
originated by Banca Findomestic SpA.


BURGER KING: Moody's Upgrades CFR & Senior Secured Notes to B2
--------------------------------------------------------------
Moody's Investors Service has upgraded Burger King France SAS'
(Burger King France, BK France or the company) corporate family
rating to B2 from B3 and its probability of default rating to B2-PD
from B3-PD. Concurrently, the agency has upgraded to B2 from B3 the
rating of the company's backed senior secured notes due 2026. The
outlook is maintained as stable.

"The rating upgrade reflects the company's strong performance owing
to increased systemwide sales and improved profitability, which has
led to a reduction in leverage to levels commensurate with the B2
rating," says Michel Bove, a Moody's AVP-Analyst and lead analyst
for BK France.

RATINGS RATIONALE

The rating upgrade considers the company's enhanced operating
performance, primarily driven by positive systemwide sales growth.
The growth in systemwide sales comes from new store openings,
higher demand in the Quick Service Restaurant's (QSR) burger
segment and moderate price increases. The successful execution of
new store openings combined with the moderate price increases has
not only contributed to this growth but also led to gains in market
share.

This growth benefits BK France's net royalty stream and earnings
due to its asset-light business model in which the company charges
a royalty fee and rental fees to its franchisees. In 2022,
systemwide sales grew by 30% to EUR1,582 million, leading to an 18%
increase in revenue to EUR594 million and a 19% rise in reported
EBITDA to EUR201 million, despite the inflationary challenges. This
growth trend persisted into the first half of 2023, with systemwide
sales increasing by 27% to EUR902 million, revenue by 22% to EUR334
million, and reported EBITDA by 19% to EUR108 million, albeit with
a slight margin reduction to 32% compared to the 34% reported in
2022.

Moody's expects systemwide sales to continue to grow over the next
12-18 months due to sustained demand in the QSR's burger segment,
which has proven resilient despite the uncertain macroeconomic
backdrop, and through the successful execution of new openings.
This growth in systemwide sales will continue to support the
company's profitability, with Moody-adjusted EBITDA forecasted to
reach EUR230 million in 2023 and increase to close to EUR250
million in 2024. As a result, Moody's expects that BK France's
financial leverage, defined as Moody's-adjusted gross debt to
EBITDA, to continue its downward trajectory towards 5.3x over the
next 12-18 months, with interest coverage, defined as
Moody's-adjusted EBIT/interest expense, remaining above 1.5x.

Moody's notes that despite price increases and higher systemwide
sales, the EBITDA at the company-owned and franchised restaurant
network will stay relatively stable due to rising input costs,
primarily labor and energy, even with a decrease in food inflation.
However, the increase in systemwide sales will offset the negative
impact from inflation at the consolidated level because of higher
nominal royalty fees. Nonetheless, a larger-than-expected
acceleration in inflation resulting in a strong deterioration in
consumers' disposable income and overall demand for the restaurant
industry may limit the profitability of its franchisees. This may
result in closures, delays in new openings or BK France providing
some type of support to its franchisees, which could weaken the
company's profitability.

After successfully converting Quick restaurants into Burger King
and disposing the remaining 107 stores, the company has
concentrated on expanding its network through new greenfield
openings. The company plans to grow its network by 50 restaurants
annually and is confident that the French QSR market has enough
capacity and growth potential to accommodate these new restaurants.
The lower investment needed for greenfield openings and improved
profitability will drive free cash flow generation. Moody's expects
BK France to generate positive FCF of around EUR47 million in 2023
and around EUR45 million in 2024.

The rating also factors the company's lack of geographic and
concept diversification; the execution risk associated with
restaurant openings in the context of a highly competitive
environment; and financial policy considerations, including the use
of proceeds from the Quick business' disposal to mostly repay
subordinated debt in 2021, and the existence of a EUR235 million
pay-if-you-can (PIYC) instrument outside of the restricted group,
which will be effectively serviced from the company's cash flow and
which could be refinanced inside the restricted group once
sufficient financial flexibility develops.

LIQUIDITY

Liquidity remains good supported by a cash balance of EUR123
million as of June 30, 2023, and access to an EUR80 million RCF due
in 2026, which remains fully undrawn. In addition, Moody's expects
BK France to remain FCF positive despite the acceleration of new
openings. This FCF calculation does not account for the potential
redemption of preferred shares that the company might undertake to
service the interest on PIYC notes outside of the restricted group,
which continues to weigh on the rating. In addition, given that the
company's debt matures in 2026 it is probable that the refinancing
of the notes will occur at higher rates, reducing the company's
cash flow generation.

STRUCTURAL CONSIDERATIONS

The B2 rating assigned to the EUR665 million senior secured
floating-rate notes due 2026 issued by BK France is in line with
the CFR, reflecting the fact that this instrument represents most
of the company's financial debt. However, the notes are
subordinated to the EUR80 million super senior RCF due 2026. The
senior secured notes and the super senior RCF share the same
security package and guarantees, with the RCF benefiting from
priority claim on enforcement proceeds. The security package
comprises pledges over the shares of BK France and its guarantor
subsidiaries, bank accounts and intragroup receivables.

The B2-PD PDR reflects Moody's assumption of a 50% family recovery
rate, given the limited set of financial covenants comprising only
a springing covenant on the RCF, tested when its utilisation is
above 40%.

As part of the 2021 refinancing, Midco GB SAS, an entity which
holds the majority stake in BK France, issued EUR235 million worth
of PIYC notes. Although these notes are not guaranteed by BK France
or its subsidiaries, the interest on these notes may be serviced
via dividends or redemption of preferred stock by BK France,
subject to a cash test. The existence of this instrument is a drag
on the rating of BK France, because of the risk that it can
refinanced inside the restricted group once sufficient financial
flexibility develops.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that trading
conditions and credit metrics will remain stable over the next
12-18 months. This stability stems from Moody's expectations that
the combination of systemwide sales growth and the company's
asset-light model will lead to a strong operating performance.

The stable outlook assumes that the company will maintain a good
liquidity profile at all times.

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

Positive rating pressure could arise if its credit metrics improve
on the back of its network growth, with Moody's-adjusted gross
debt/EBITDA remaining below 5.0x and Moody's-adjusted EBIT/interest
expense above 2.0x, both on a sustained basis. Given the presence
of the PIYC notes outside of the restricted group, there is a risk
that they could be refinanced inside the restricted group once
sufficient financial flexibility develops, thus, limiting upward
pressure on the rating.

Negative rating pressure could arise if there is a sustained
deterioration in the company's operating performance, resulting in
an increase in Moody's-adjusted gross leverage towards 6.0x and
Moody's-adjusted EBIT/interest expense deteriorating below 1.5x.
Additionally, if underlying free cash flow turns negative on a
sustained basis or the company's liquidity weakens materially, this
could further contribute to negative pressure on the ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Restaurants
published in August 2021.

COMPANY PROFILE

Headquartered in Paris, Burger King France SAS is the
second-largest hamburger fast-food restaurant chain in France with
a network of 520 restaurants as of June 31, 2023, including 513
restaurants under the Burger King brand and seven restaurants under
the Quick brand, with most of the latter divested in October 2021.
For the 12 months that ended June 2023, the company reported
systemwide sales of EUR1,770 million, revenue of EUR655 million and
EBITDA of EUR219 million. The company is owned by Groupe Bertrand,
one of the leading restaurant and hotel operators in France, with a
54.6% stake; funds advised by private equity firm Bridgepoint
(36.3%); Restaurant Brands International (8.5%); and management.


ORANGE SA: Egan-Jones Retains BB- Sr. Unsecured Debt Ratings
------------------------------------------------------------
Egan-Jones Ratings Company on October 12, 2023, maintained its
'BB-' foreign currency and local currency senior unsecured ratings
on debt issued by Orange SA. EJR also withdraws rating on
commercial paper issued by the Company.

Headquartered in Paris, France, Orange operates as a
telecommunications operator and digital service provider.




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G E O R G I A
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CARTU BANK: S&P Affirms 'B' ICR & Alters Outlook to Positive
------------------------------------------------------------
S&P Global Ratings revised the outlook on its long-term foreign and
local currency ratings on Cartu Bank JSC to positive from stable.
At the same time, S&P affirmed the 'B/B' short- and long-term
issuer credit ratings on the bank.

S&P said, "We believe that broadly favorable macroeconomic settings
will support Georgian banking sector expansion. Financial flows
from Russian migrants in the wake of the Russia-Ukraine war
underpin our expectation that Georgia will see strong economic
growth, with GDP rising by 6.1% in 2023. We anticipate that slowing
immigration and persistently tight credit conditions will
subsequently result in growth gradually moderating to 4.3% in
2024-2026.

"In our view, economic imbalances will be moderate, which will
support credit growth and momentum in real estate prices. We expect
loans denominated in the Georgian lari (GEL) to increase by about
8%-10% per year in 2023-2024, adjusted for exchange-rate effects.
Inflows of migrants and tourists in 2022-2023 due to the
Russia-Ukraine war increased demand for rental and real estate
purchases, contributing to a rise in rental costs and property
prices. We forecast a rise in inflation-adjusted real estate prices
to about 7%-8% in 2023, with growth then moderating to about 5%.

"Credit risk will remain elevated because of the system's
higher-than-peers' dollarization and private sector debt. We
believe the main vulnerability to credit risk in the Georgian
banking sector stems from a very high share of foreign currency
lending. Although this has progressively decreased to 45% as of
mid-2023 from a high 70% a decade ago, we do not expect a material
reduction of dollarization due to both lack of funding in the local
currency and the savings preferences of retail depositors. Georgia
had one of the highest levels of private sector debt among peers,
at mid-2023: about 37% of GDP for households and about 48% of GDP
for corporates. We expect cost of risk to remain stable at around
1% over the next 24 months on the back of lower inflation."

Banking sector prudential regulation in Georgia is broadly
consistent with international standards, but recent amendments to
the central bank law could undermine the independence of the
National Bank of Georgia (NBG). In June 2023, amendments to the
central bank law created a new position of a first-vice president,
who would assume the role of governor of the NBG if the latter
position becomes vacant. Consequently, the first-vice president
will hold significant authority over monetary policy decisions.
Previously, the responsibilities of the vacant governor position
were carried out by other deputy governors. S&P considers the new
position could threaten the central bank's autonomy in the medium
term. Furthermore, in September 2023, the NBG decided that a
Georgian court order is required before banks can apply sanctions
against Georgian citizens, which resulted in three out of seven
vice presidents resigning. While most Georgian banks have stated
that they intend to comply with international sanctions, the lack
of coherence and consensus among relevant stakeholders could weaken
our view of Georgia's banking sector institutional framework.

Systemwide funding is vulnerable to external factors. Non-resident
deposits have historically accounted for about 14%-19% of total
banking system deposits in Georgia. S&P estimates that Russian
inflows totaled about GEL3 billion (about $800 million) since the
start of the conflict in Ukraine, but it considers these deposits
present some degree of volatility. This led to an improvement of
the domestic systemwide loans-to-core customer deposits ratio
(defined as 100% of household deposits and 50% of corporate
deposits) to 123% at year-end 2022 from 141% at year-end 2021. S&P
forecasts this ratio will stay below 130% over the next two years.

S&P said, "The revision of the outlook on Cartu Bank to positive
from stable reflects that we expect the bank to further improve
asset quality, supported by a favorable macroeconomic environment.
The bank's Stage 3 and purchased or originated credit-impaired
loans reduced to 19% of total loans as of end-August 2023 from 38%
at year-end 2021 through proactive recoveries, write offs, and the
improved credit standing of some borrowers. However, they remain
significantly above our estimate of about 5%-6% of the system
average. Cartu Bank's management aims to reduce Stage 3 loans
further to about 10% by year-end 2024. However, high single-name
and sector loan concentrations, a higher-than-system average (60%
compared with 45%) share of loans in foreign currency, and low
provisions continue to weigh on our view of Cartu Bank's risk
profile. At the same time, we note that the bank's new business
generation over the past few years has been modest and that it lags
domestic and international peers in digitalization capabilities.
Moreover, its average return on equity of 6.5% over the past four
years was about half that of the Georgian banking system average."

Outlook

The positive outlook on Cartu Bank reflects that S&P expects the
bank to maintain strong capitalization over the next 12 months, as
it continues to improve its asset quality through write-offs and
recoveries of legacy problem assets.

Downside scenario

S&P said, "We could revise the outlook on the bank to stable over
the next 12 months if progress to strengthen its asset quality
stagnates. We could also take this action if we see signs of
vulnerability within Cartu Bank's business franchise stemming from
lower customer confidence, resulting in deposit outflows and higher
cost of funding that could ultimately weaken its business stability
in the Georgian banking sector."

Upside scenario

S&P could upgrade Cartu Bank over the next 12 months if it
establishes a track record of profitable new business growth, which
in turn will support its profitability in line with the sector
average and regional peers. An upgrade would also hinge on the bank
maintaining strong capitalization and consistently improving its
asset quality.




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G E R M A N Y
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ALSTRIA OFFICE: S&P Lowers ICR to 'BB+', Outlook Negative
---------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on German real
estate company Alstria Office REIT to 'BB+' from 'BBB-' and
affirmed its 'BBB-' issue ratings on the company's senior unsecured
bonds. S&P assigned its '2' recovery rating to the bonds.

The negative outlook reflects S&P's view of the challenging market
environment for real estate companies, including rising interest
rates, pressure on property valuations, and low activity on the
transaction market, which could impair Alstria's credit metrics
beyond its forecast over the next 12 months.

S&P said, "In our revised base-case forecast, which includes
Alstria's announced extraordinary dividend, we no longer anticipate
the company's credit metrics will be in line with an
investment-grade rating. Alstria's S&P Global Ratings-adjusted
debt-to-debt plus equity ratio stood at 55.4% June 30, 2023, and
EBITDA rolling-12-month interest coverage dropped to 1.3x,
breaching our downside thresholds for an investment-grade rating.
Including the anticipated special dividend payment, we now forecast
that S&P Global Ratings-adjusted ratio of debt to debt plus equity
will be 57%-59% over the next 24 months and EBITDA interest
coverage near 1.3x. Our calculations include the holding company's
debt, which we expect to remain at about EUR800 million after the
dividend, as well as our assumptions of a portfolio devaluation of
5% in 2023. We understand Alstria will pay the dividend from
existing cash resources. We assume that the holding debt, which
matures in January 2024, will be refinanced at current market
conditions and that debt to EBITDA will stay high, at 20x-22x.

"We have applied a positive comparable rating analysis modifier,
reflecting that Alstria's contractual debt obligation is
significantly below S&P Global Ratings' adjusted leverage benchmark
for the rating. We include in Alstria's adjusted credit metrics the
debt sitting at the direct holding company, Alexandrite Lax Lux
Holdings S.a.r.l. We understand that post-dividend, the holding
company debt will decrease to about EUR800 million, or 25%-30% of
S&P Global Ratings-adjusted net debt. Furthermore, Alstria's
adjusted EBITDA interest coverage ratio is significantly affected
by the inclusion of the interest costs related to the holding
company's debt, with more than 50% of adjusted interest expense
related to that debt. We understand that the remaining debt at the
holding company is floating-rate, significantly higher than debt at
Alstria's level (excluding the holding company debt, Alstria's
average interest cost is 2.7% as of June 30, 2023). Alstria has no
contractual obligation or guarantee to repay the holding company's
debt. We also do not expect any further extraordinary special
dividends by Alstria. We expect the company's debt to debt plus
equity to remain at 55%-59% over the next couple of years, which
compares favorably with that of peers in the same financial risk
category. Excluding the holding debt, Alstria's debt to debt plus
equity would be near 52% and EBITDA interest coverage at 3.0x.

"We expect Alstria's operating performance to remain stable,
benefiting from inflation-linked rental contracts, a relatively
high exposure to public tenants, and ongoing demand for its office
properties in central city locations. The company has increased its
funds from operations guidance for fiscal 2023 to EUR84 million
from EUR79 million. In line with its expectations, we believe
Alstria's operations will continue gaining from elevated inflation
(78% of the company's annual rent is linked to an index clause). We
assume positive annual like-for-like rental income growth of 2%-3%
for the next few years and broadly stable occupancy rates at
92%-93%. The company benefits from a good weighted-average lease
term of more than five years and exposure to public tenants, with
stable and predictable long-term cash flows. Alstria has a
longstanding position in Germany's office market and a good track
record of attracting and retaining long-term tenants.

"The negative outlook reflects our view of the challenging market
environment for real estate companies, including rising interest
rates, pressure on property valuations, and low activity on the
transaction market, which could impair Alstria's credit metrics
beyond our forecast."

S&P could lower the rating if:

-- Alstria's adjusted debt to debt plus equity increases to and
stays well above 60%;

-- EBITDA interest coverage declines below 1.3x; or

-- Debt to annualized EBITDA materially exceeds our base-case
projections.

S&P would also consider taking a negative rating action if
liquidity deteriorates or a more aggressive financial policy is
introduced. S&P might further considers a negative rating action if
key performance ratios deteriorate significantly.

S&P could raise the rating if:

-- Debt to debt plus equity improves to and stays below 60%;

-- EBITDA interest coverage ratio improves to 1.5x or above; and

-- Debt to annualized EBITDA remains within S&P's base-case
scenario.


APOLLO 5 GMBH: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Apollo 5 GmbH
(Aenova or the company). At the same time, Moody's has affirmed the
B3 instrument ratings of the EUR565 million senior secured 1st lien
term loan B (TLB) due in March 2026, and the EUR50 million senior
secured revolving credit facility (RCF) due in September 2025,
borrowed by Aenova Holding GmbH. The outlook on all ratings has
been changed to stable from negative.

RATINGS RATIONALE

The change in outlook to stable primarily reflects Aenova's
improved operating performance and recovery in EBITDA margin, which
have led to key credit metrics more in line with Aenova's B3 rating
category. Over the next 12-18 months, Moody's expects that the
company's Moody's-adjusted gross leverage will trend below 6x, with
adequate interest coverage of around 1.5x (Moody's-adjusted EBITA
to interest expense). The above will depend on the company's
ability to continue improving operating performance and deliver on
the recent increased demand for its products and new business
wins.

The rating affirmation considers the company's good business
position as a contract development and manufacturing organisation
(CDMO), with leading positions in oral solid, semisolid and soft
gel dosage forms in Europe, as well as in animal health; the
industry's high barriers to entry because of its capital-intensive
and regulated nature; and its customer stickiness because of high
switching costs and related execution risks.

On the other hand, the rating considers the company's weak free
cash flow (FCF) generation profile and still limited liquidity
buffer. The rating agency expects that its Moody's-adjusted FCF
will remain negative in 2023, and only return to positive from
2024. Over the next 12-18 months, Aenova's FCF generation profile
will be driven by higher interest expense burden, and still
important capital expenditure, which Moody's expects to be at
around 5%-6% of total revenue.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Aenova's
performance will continue to improve over the next 12 to 18 months
and that it will increase its earnings and profitability margins.
This will result in a sustainable improvement in Moody's-adjusted
gross leverage to below 6.5x by the end of 2023 and below 6x in
2024, and turn its Moody's-adjusted FCF to positive in 2024. The
outlook assumes that the company will not undertake any major
debt-funded acquisitions or any shareholder distributions.

LIQUIDITY PROFILE

Aenova's liquidity is adequate, supported by Moody's view of
limited cash balances, and access to its EUR50 million senior
secured RCF, which is currently partly drawn, and long-dated debt
maturities, with its first lien senior secured TLB due in March
2026. The rating agency still expects negative Moody's-adjusted FCF
in 2023. The company has increased its inventory levels over the
first half of the current year, but it expects that these will
normalise by the end of the year, which should support an improved
cash generation going forward.

Under the loan documentation, the senior secured RCF lenders
benefit from a springing senior secured net leverage covenant set
at 8.16x, tested only when the senior secured RCF is drawn by more
than 40%. Moody's expects Aenova to maintain good capacity under
this covenant, if tested.

STRUCTURAL CONSIDERATIONS

The B3-PD probability of default rating, in line with the CFR,
reflects Moody's assumption of a 50% family recovery rate, typical
for covenant-lite secured loan structures, including first-lien
bank debt facilities. The B3 ratings of the EUR565 million senior
secured TLB, and EUR50 million senior secured RCF reflect their
pari passu ranking and sharing of the same security package.

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

Upward rating pressure could occur if the company's performance
continues to improve and it evidences a sustainable increase in
profitability and margins; if it achieves positive FCF
(Moody's-adjusted) towards 5% of debt and its liquidity improves
materially; its Moody's-adjusted gross leverage falls below 5.5x on
a sustained basis; and its Moody's-adjusted EBITA/interest expense
increases towards 2x.

Conversely, downward rating pressure could develop if the company's
recent improvement in operating performance and profitability
margins is not sustained, translating into a Moody's-adjusted gross
leverage deteriorating above 6.5x; or its Moody's-adjusted FCF
remains negative on a sustained basis (for example FCF does not
start to turn positive in 2024) or its liquidity deteriorates; or
its Moody's-adjusted EBITA/interest expense decreases below 1x; or
the company performs large debt-financed acquisitions or engages in
significant distributions to shareholders.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Starnberg, Germany, Aenova is a leading European
contract development and manufacturing organization (CDMO)
providing outsourcing services to the pharmaceutical and healthcare
industries. Aenova is the largest European CDMO for oral solids and
semisolids, the largest company in the niche segment of animal
health and the second largest globally in soft gels, which have
higher technological complexity than oral solids. Aenova operates
primarily through 14 production sites in Europe. For the 12 months
that ended August 2023, the company generated revenue of EUR844
million and company-adjusted EBITDA of EUR137 million. Since 2012,
Aenova has been owned by private equity company BC Partners.


HUGO BOSS: Egan-Jones Retains BB- Senior Unsecured Debt Ratings
---------------------------------------------------------------
Egan-Jones Ratings Company on October 3, 2023, maintained its 'BB+'
foreign currency and local currency senior unsecured ratings on
debt issued by Hugo Boss AG.

Headquartered in Metzingen, Germany, Hugo Boss AG retails apparel.


HURTIGRUTEN GROUP: S&P Downgrades ICR to 'CCC-', Outlook Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Hurtigruten Group to 'CCC-' from 'CCC+'. At the same time, S&P
lowered its issue ratings on the EUR300 million bond issued by
Explorer II AS to 'CCC' from 'B-' and S&P lowered to 'CCC-' from
'CCC+' the ratings on the existing term loan B (TLB) and term loan
B1 (TLB1), replacing the pre-existing revolving credit facility
(RCF) after the refinancing transaction.

The negative outlook reflects S&P's view that the company could
face potential default scenarios over the next six months as a
result of a liquidity shortfall, absent additional liquidity
sources. Specifically, this would happen if the group could not
service its semiannual interest payments due in less than six
months (February and March 2024), or there was a covenant breach
followed by a debt acceleration, or any other scenario that could
be considered a default under our criteria.

The downgrade reflects continuing operating underperformance,
depressed profitability, and higher-than-expected cash burn, which
has led to very high leverage. Hurtigruten Group's performance was
weaker than expected in first-half 2023, as the only-limited
improvement in occupancy rates and booking yields continued to
constrain the group's profitability and cash flow generation. Over
the second quarter of 2023 (ended June 30, 2023), Hurtigruten Group
reported only 4.1% revenue growth compared to the same period in
fiscal 2022, when the group did not have all its vessels in
operation. Customer booking trends are notably weakening in the
current quarter and the company continues to experience a sharp
reduction in occupancy rates, while booking yields are not
improving, especially for the Hurtigruten Expeditions segment. S&P
said, "We now view a meaningful rebound in customer demand as
unlikely in the near term as discretionary incomes remain pressured
by persistent inflation in key markets such as the U.K. and
Germany. We therefore expect weaker top-line performance this year
and into fiscal 2024 will constrain Hurtigruten Group's ability to
leverage its operating costs. As a result, we now forecast flat
revenue growth of less than 1%, and an S&P Global Ratings-adjusted
EBITDA margin of 3%-4% versus the 14%-15% we expected previously."
This will result in leverage staying very high and free operating
cash flow (FOCF) remaining almost negligible due to continued cash
burn.

The downgrade also reflects that Hurtigruten Group's liquidity
might become strained in the near term because of negative cash
flow generation, low cash balances, and no available liquidity
lines. The group continues to curtail its capital expenditure
(capex) to preserve its liquidity position. Additionally, as of
Aug. 29, 2023, its shareholders agreed to provide EUR62 million of
additional liquidity, bringing total shareholder support to EUR237
million since the beginning of 2022. S&P said, "Even so, we
estimate an FOCF deficit of EUR170 million-EUR175 million in 2023,
while we note there are no available liquidity lines under the
EUR85 million TLB1, following the RCF conversion. We therefore
forecast uses of cash will exceed sources over the next 12 months,
leaving a material liquidity deficit. This has led us to revise our
liquidity assessment to weak from adequate. Expected cash outflows
are mainly the group's upcoming interest payments of about EUR60
million, due in February and March 2024, plus its working capital
requirements and capex. We also anticipate the group could breach
its maintenance covenant of EUR25 million of minimum liquidity
under the TLB, TLB1, and the Notes Facility Agreement (NFA) over
the next six months, absent any additional liquidity sources."

Although Hurtigruten Group has extended its debt maturities,
adjusted leverage remains very high. The group has a highly
leveraged balance sheet. S&P said, "We estimate that about EUR1.5
billion of S&P Global Ratings-adjusted debt will be outstanding by
year-end 2023. Therefore, we think that Hurtigruten Group's capital
structure remains unsustainable--with limited prospects for S&P
Global Ratings-adjusted leverage to improve below 20x in 2023-2024,
at a time when liquidity is expected to be low (on June 30, 2023,
the company's cash and deposits was EUR39.5 million). The company
has no near-term debt maturities, but interest payments of around
EUR60 million are due in February and March 2024. Therefore, we
believe it will need to significantly reduce leverage to eventually
refinance or be in a position to repay its debt at par at
maturity."

S&P said, "The negative outlook reflects our view that the company
could face potential default scenarios over the next six months as
a result of a liquidity shortfall, absent additional liquidity
sources. Specifically, this would happen if the group could not
service its semiannual interest payments due in less than six
months (February and March 2024), or there was a covenant breach
followed by a debt acceleration, or any other scenario that could
be consider a default under our criteria.

"We could lower the ratings if the group announced or incurred a
default on its financial obligations resulting in a selective
default, which could include a liquidity shortfall, debt
acceleration after a covenant breach, missed payments, or
restructuring.

"Although unlikely in the near term, we could take a positive
rating action if default scenarios were no longer a potential risk
over the next six months. This could happen if Hurtigruten Group
enhanced its EBITDA and cash flow generation, such that liquidity
improved, and it expected to remain in compliance with its
financial covenant while keeping its financial leverage at more
sustainable levels. This could also be the case if there was a
substantial additional equity injection.

"Social factors are now a negative consideration in our credit
rating analysis of Hurtigruten Group, from very negative
previously. The pandemic markedly disrupted the group's operations
and financial position, with a full shut-down of its operations
lasting over 12 months. Additionally, we still see only a limited
improvement in occupancy rates and unfavorable booking trends
across the company's key trends, even though 2023 is the first year
with all vessels in operation. These trends are constraining its
topline and earnings recovery.

"Environmental factors are a moderately negative consideration. We
note regulators and environmental bodies' increasing focus on the
cruise ship industry's greenhouse gas emissions and pollution. That
said, a large portion of Hurtigruten Group's fleet already uses
cleaner fuels (such as biodiesel and ultra-low sulphur marine
gasoil) and hybrid technology, which places it somewhat ahead in
the industry. Governance factors are also a moderately negative
consideration, as is the case for most rated entities owned by
private-equity sponsors. We believe the company's highly leveraged
financial risk profile points to corporate decision-making that
prioritizes the interests of the controlling owners." This also
reflects generally finite holding periods and a focus on maximizing
shareholder returns.


TUI CRUISES: Moody's Raises CFR to B2 & Alters Outlook to Positive
------------------------------------------------------------------
Moody's Investors Service upgraded TUI Cruises GmbH's (TUI Cruises
or the company) corporate family rating to B2 from B3 and
probability of default rating to B2-PD from B3-PD. Concurrently,
Moody's has upgraded the company's EUR524 million senior unsecured
notes rating to Caa1 from Caa2. The outlook was changed to positive
from stable.

RATINGS RATIONALE

The rating upgrade reflects Moody's expectation that the strong
recovery in occupancy rate, combined with higher average ticket
rates and better-than-expected cost controls, will reduce Moody's
adjusted leverage to around 5.0x by the end of 2023. Moody's
expects earnings to further grow beyond 2023 on the back of the
strong booking trends and expected capacity growth. TUI Cruises'
profitable business model and good operating cash flow conversion
should also facilitate sufficient free cash flow for the company to
repay its sizeable contracted debt repayment obligations over the
next 12-18 months, although the company may have to temporary draw
on its revolving credit facilities in 2024. The drawdown on the ECA
loans for the new build ships will limit any potential deleveraging
in 2024, but Moody's expects leverage to reduce to below 4.0x in
2025.

Despite the overall weak macroeconomic environment Moody's expects
TUI Cruises to continue to benefit from resilient demand, driven by
its more affluent customer base that is less price sensitive, a
good value proposition versus land-based vacations, as well as the
ability to change itineraries. In total the booking levels for
Winter 2023/2024 and Summer 2024 are ahead of 2019 levels at higher
prices. In 2024 the increase in capacity from two new vessels which
are expected to start operating from Summer 2024 and late 2024 will
further support earnings growth.

TUI Cruises' strong position and brand recognition in the
German-speaking cruise market with good long-term growth prospects
and a young and attractive fleet continues to support its credit
quality. At the same time the seasonal and capital-intensive nature
of the cruise industry, the company's smaller size and lower
diversification than its larger US peers, and competition from
alternative vacation options, all constrain the rating. Sizeable
contracted debt repayment obligations also require the company to
maintain its strong profitability and cash conversion to meet its
short term debt obligations.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects TUI Cruises strong positioning within
the B2 rating and Moody's expectation that the strong booking
trends and capacity increase will enable TUI Cruises to reduce
Moody's adjusted leverage to around 5.0x in 2023 and to below 4.0x
by 2025. The positive outlook also assumes that the company will
generate sufficient cash flow to meet its contracted debt repayment
obligations over the next 12-18 months, address its 2026 maturities
well in advance of their due dates, and maintain an adequate
liquidity.

LIQUIDITY

TUI Cruises' liquidity is adequate, supported by EUR96 million of
cash on balance sheet as of June 30th 2023 and EUR312 million of
available credit commitments under its revolving credit facilities
(RCFs). The company's term loan and RCFs mature in December 2025
(with a one-year extension option at TUI Cruises discretion). As
part of the A&E transaction completed in December 2022, lenders
provided additional headroom on the financial covenants of its
credit agreements as well as senior secured ECA financing until Q1
2025. Moody's expects the company to address its term loan & RCF
maturities as well as the maturity of its senior unsecured notes
due May 2026 well in advance of their due dates.

STRUCTURAL CONSIDERATIONS

Moody's rates the EUR524 million senior unsecured notes Caa1, two
notches below the CFR, reflecting the deeply subordinated nature of
the instrument, with around EUR3 billion of debt ranking
contractually ahead of the senior unsecured notes. The unsecured
notes rank junior to the EUR2.14 billion of ECA financing, which
has a first-lien security over a large portion of the fleet; EUR705
million of bank debt, which has a second-lien security over certain
vessels; and a EUR139 million outstanding Kreditanstalt fuer
Wiederaufbau (KfW) loan, which has security over the Mein Schiff
trademark. The family recovery rate of 50% incorporates the mix of
bank and bond debt in the capital structure and the presence of a
comprehensive financial covenant package.

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

The ratings could be upgraded if Moody's adjusted Debt/EBITDA
declines to below 5.0x on a sustained basis, EBITA/interest expense
remains above 2.5x, RCF/net debt trends towards 15%, while
maintaining an adequate liquidity profile.

Conversely negative ratings pressure could develop if Moody's
adjusted Debt/EBITDA increases sustainably above 6.0x,
EBITA/interest expense declines well below 2.0x, RCF/net debt
trends to below 10% or the company's liquidity profile
deteriorates. Evidence of a weaker commitment to its balanced
financial policy could also put downward pressure on the ratings.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

TUI Cruises GmbH (TUI Cruises) is a cruising company that operates
a fleet of 11 cruise vessels across two brands: Mein Schiff, a
contemporary brand, and Hapag Lloyd Cruises, a luxury and
expedition brand. TUI Cruises sources its passengers from Germany
(80%-90% across its two brands), Austria and Switzerland, and
offers German-speaking crew on board. TUI Cruises is a joint
venture between TUI AG (B2 positive) and Royal Caribbean Cruises
Ltd. (Royal Caribbean, B1 positive).




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

BLACKROCK EUROPEAN VII: Fitch Affirms 'Bsf' Rating on Class F Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded BlackRock European CLO VII DAC's class
C-1-R, C-2-R and D-R notes and affirmed the others. The Outlooks
are Stable.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
BlackRock European
CLO VII DAC

   A-R XS2304369247      LT   AAAsf   Affirmed   AAAsf
   B-1-R XS2304370096    LT   AAsf    Affirmed   AAsf
   B-2-R XS2304370682    LT   AAsf    Affirmed   AAsf
   C-1-R XS2304371227    LT   A+sf    Upgrade    Asf
   C-2-R XS2304371904    LT   A+sf    Upgrade    Asf
   D-R XS2304372548      LT   BBB+sf  Upgrade    BBBsf
   E XS1904675110        LT   BB+sf   Affirmed   BB+sf
   F XS1904675383        LT   Bsf     Affirmed   Bsf

TRANSACTION SUMMARY

BlackRock European CLO VII DAC is a securitisation of mainly senior
secured loans (at least 90%) with a component of senior unsecured,
mezzanine, and second-lien loans. The portfolio is actively managed
by BlackRock Investment Management (UK) Limited. The transaction
exited its reinvestment period in July 2023.

KEY RATING DRIVERS

Transaction Reinvesting: As the transaction is passing all the
tests, the manager can continue to reinvest unscheduled principal
proceeds and sale proceeds from credit-impaired and credit-improved
obligations even after the transaction exited its reinvestment
period in July 2023, subject to compliance with the reinvestment
criteria. Given the manager's ability to reinvest, its analysis is
based on a stressed portfolio.

Stable Performance, Shorter Life: The rating actions reflect a
shorter weighted average life (WAL) and therefore shorter risk
horizon, as well as stable asset performance. The transaction is
almost at par and is passing all collateral-quality,
portfolio-profile and coverage tests. Exposure to assets with a
Fitch-derived rating of 'CCC+' and below is 3.7%, according to the
latest trustee report.

In addition, the transaction has manageable refinancing risk,
considering the moderate proportion of assets with near-term
maturities, with approximately 2% of the portfolio maturing before
end-2024, and 7% maturing in 2025, in conjunction with the cushion
displays for each class of notes based on the current portfolio.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio was 25.1. The WARF
metric of the Fitch-stressed portfolio, for which the agency has
notched down entities on Negative Outlook by one rating notch was
26.2.

High Recovery Expectations: Senior secured obligations comprise
93.6% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
WARR of the current portfolio is 61.2%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 12.3%, and no obligor represents more than 1.7% of
the portfolio balance, as reported by the trustee. The exposure to
the three-largest Fitch-defined industries is 25.2% as calculated
by Fitch. Fixed-rate assets reported by the trustee are at 10.7% of
the portfolio balance.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) and a 25% decrease of
the recovery rate (RRR) across all ratings of the current portfolio
would have no impact on all class of notes.

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

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

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

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

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

DATA ADEQUACY

BlackRock European CLO VII DAC

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

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

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


SHAMROCK RESIDENTIAL 2022-2: S&P Affirms 'B-' Rating on Cl. G Notes
-------------------------------------------------------------------
S&P Global Ratings affirmed its 'AAA (sf)' credit rating on
Shamrock Residential 2022-2 DAC's class A notes, 'AA- (sf)' rating
on the class B-Dfrd notes, 'A (sf)' rating on the class C-Dfrd
notes, 'BBB (sf)' rating on the class D-Dfrd notes, 'BB (sf)'
rating on the class E-Dfrd notes, 'B (sf)' rating on the class
F-Dfrd notes, and 'B- (sf)' rating on the class G-Dfrd notes.

The affirmations reflect its full analysis of the most recent
transaction information and the transaction's structural features.

Almost 70% of the loans in the transaction at closing had been
previously restructured, and 22.7% were at least one month in
arrears. Since closing, reported arrears have further increased to
30.8%, of which 21.2% were 90+ days past due as of April 2023.
Approximately 62.4% of the loans 120+ days past due are making no
monthly installments.

In addition, the general reserve fund has been drawn to EUR2.67
million from the target of EUR3.59 million as of the April 2023
interest payment date. Draws on the general reserve fund commenced
in November 2022. The liquidity reserve fund remains at its
target.

After applying S&P's global RMBS criteria, our credit coverage has
decreased across all rating categories. The main reason for the
decrease is the model updates applied on Sept. 8, 2023. S&P updated
its indexation, jumbo valuation, and over/under valuations
assumptions, which has resulted in an improvement of the WALS at
all rating categories. The loan portfolio also benefits from a
lower reperforming loan adjustment given the portfolio's increased
seasoning since closing. The improvement is partially offset by the
increase in arrears, especially the rise in 90+ days arrears since
closing.

  Table 1

  Credit analysis results

  RATING LEVEL   WAFF (%)   WALS (%)   CC (%)

  AAA            59.61      34.75      20.71

  AA             50.77      30.78      15.63

  A              45.18      24.08      10.88

  BBB            38.32      20.60       7.89

  BB             30.67      18.26       5.60

  B              28.73      16.19       4.65

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.
CC--Credit coverage.

S&P said, "Considering the results of our credit and cash flow
analysis, available credit enhancement, and the transaction's
performance, we view the available credit enhancement for each of
the notes as commensurate with the ratings assigned.

"We consider the transaction's resilience in case of additional
stresses to some key variables, in particular defaults and loss
severity, to determine our forward-looking view. In our view, the
ability of the borrowers to repay their mortgage loans will be
highly correlated to macroeconomic conditions, particularly the
unemployment rate, consumer price inflation, and interest rates.

"Policy interest rates in the eurozone may have peaked, although we
do not expect the European Central Bank to start cutting rates
until the second half of 2024. Our unemployment rate forecasts for
Ireland in 2023 and 2024 are 4.7% and 5.0%, respectively. Most of
the borrowers in this transaction pay variable interest rates,
leading to near-term pressure from both a cost of living and rate
rise perspective. Finally, we expect further interest rate rises to
be passed on to borrowers in the portfolio, which may further
increase arrears and decrease pay rates. We have considered this in
both our credit and cash flow analyses.

"In our view, eurozone inflation peaked in 2022 at 8.4%. Continued
high inflation forecasts in 2023 and 2024 at 5.6% and 2.7%,
respectively, are credit negative for borrowers, with some more
affected than others. If inflationary pressures materialize more
quickly or more severely than currently expected, risks may emerge.
We consider the borrowers in this transaction to be reperforming
and as such they will generally have lower resilience to
inflationary pressures than prime borrowers.

"Furthermore, a decline in house prices typically decreases the
level of realized recoveries. For Ireland in 2023 and 2024, we
expect them to decline by 5.1% and 4.3%, respectively. We therefore
ran additional scenarios to test this impact. The results of the
sensitivity analysis indicate a deterioration of no more than one
category on the notes, which is in line with the credit stability
considerations in our rating definitions."

A general housing market downturn may delay recoveries. S&P has
also run extended recovery timings to understand the transaction's
sensitivity to liquidity risk.

S&P affirmed its 'AAA (sf)' rating on the class A notes,
considering that the results of its cash flow analysis support the
rating.

S&P said, "We affirmed our 'AA- (sf)', 'A (sf)', 'BBB (sf)', 'BB
(sf)', and 'B (sf)' ratings on the class B-Dfrd, C-Dfrd, D-Dfrd,
E-Dfrd, and F-Dfrd notes, respectively. Our analysis indicates that
they could withstand stresses at higher ratings than those
assigned. However, the current ratings are constrained by
additional factors. Specifically, we considered the steep
trajectory of arrears increases over recent months and the notes'
potential sensitivity to increased arrears as a result of cost of
living pressures or further interest rate rises in the short term.

"Given the sensitivity of the class G-Dfrd notes to the stresses we
apply at our 'B' rating level, we applied our 'CCC' criteria, to
assess if either a rating in the 'B–' or 'CCC' category would be
appropriate. We performed a qualitative assessment of the key
variables, along with simulating a steady-state scenario in our
cash flow analysis. The notes can pass such a scenario. Therefore,
we do not consider their repayment to be dependent upon favorable
business, financial, and economic conditions, and we affirmed our
'B- (sf)' rating on the notes."

Shamrock Residential 2022-2 is a static RMBS transaction that
securitizes a portfolio of reperforming owner-occupied and
buy-to-let mortgage loans, secured over residential properties in
Ireland. The transaction closed in August 2022.




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

LEATHER SPA: S&P Affirms 'B' LT ICR & Alters Outlook to Stable
--------------------------------------------------------------
S&P Global Ratings revised its outlook on Leather SpA (doing
business as Pasubio) to stable from negative and affirmed its 'B'
long-term issuer credit rating, as well as its 'B' issue rating on
the company's senior secured notes.

The stable outlook on the long-term issuer credit rating reflects
S&P's expectation that Pasubio's debt to EBITDA will stay well
below 6x in the next 12 months while it generates annual FOCF of at
least EUR10 million.

Pasubio's robust operating performance supports its gradual
deleveraging. S&P said, "We expect the group will grow annual
revenue broadly in line with global auto production while improving
its adjusted EBITDA margin toward 18% in 2023 and 2024. We
anticipate Pasubio's improved profitability will be supported by
higher revenue, lower raw hide prices, a sound absorption of higher
labor and energy costs, and production efficiencies. We do not
foresee any meaningful impact from the ongoing United Auto Workers
strike on Pasubio's performance, given the company's limited
presence in North America (4% of 2022 revenue) and limited
contracts with the three largest U.S. automakers. Overall, we
project adjusted EBITDA will grow to EUR65 million-EUR70 million in
the next 12 months, from EUR61 million in 2022, resulting in debt
to EBITDA decreasing to 5.0x-5.5x from 6.1x in 2022. We also expect
Pasubio's financial policy will remain balanced through 2024 and
supportive of leverage reduction, with no anticipated large
acquisitions or dividend payout to its private equity owner, PAI
Partners."

Pasubio's cash conversion remains sound, despite higher interest
expense and investments. S&P said, "We project that Pasubio's FOCF
will remain at resilient levels of EUR10 million-EUR15 million
through 2024, from EUR19 million last year, primarily thanks to
EBITDA growth and lower working capital requirements. Raw hide
prices, which incurred working capital outlays of EUR23 million in
2021 and EUR7 million in 2022, declined by about 5% in the first
half of 2023, easing Pasubio's inventory buildup. The moderate
decline in our projected FOCF primarily stems from higher capex
toward production automation and scrap reduction, as well as
increasing interest charges. We estimate the cash interest paid on
Pasubio's floating secured notes and other debt will increase to
about EUR28 million this year from EUR19 million in 2022, since the
company was hedging only about 50% of its interest rate exposure.
Despite these higher charges, we still see Pasubio's cash
generation capability as sound and translating into FOCF to debt
above the 2% level that we view as commensurate with the 'B'
rating."

Potential substitution risk for auto leather will remain a key
rating driver. Car consumer buying preferences and manufacturers'
sustainability strategies with regard to the use of leather have so
far not affected the company's order book, with its order intake
staying at a sound level of EUR185 million during the first half of
2023 (or about 96% of revenue). S&P said, "We believe this is
because leather is still identified as a luxury feature by end
customers and premium original equipment manufacturers (OEMs).
Conversely, leather hide is a byproduct of the carbon-intensive
meat industry. The tanning process also requires polluting
chemicals such as chromium, although more sustainable alternatives
are being implemented. We believe that increasing customer
awareness of environmental considerations and animal wellness could
eventually reduce demand for leather. In that regard, Tesla Inc.
has made the strategic choice of only using synthetic materials for
its seats and car interiors. To address this new demand, Pasubio
has started to diversify its offering with recycled or cotton-based
leather and is reducing its chromium usage with greener chemicals,
investing a total of about EUR2 million annually toward these
projects. With the acquisition of Innova S.r.l., completed this
year for a purchase price of about EUR5 million, the group acquired
additional know-how and production capacity in synthetic materials.
In our view, Pasubio's ability to grow the share of alternative
materials revenue could become a more important rating driver in
the next few years, particularly in case of a faster decline in
auto leather demand than expected, which is not our base case."

S&P said, "The stable outlook reflects our expectation that Pasubio
will maintain modest revenue growth in the next 12 months while
generating sound adjusted EBITDA margins of about 18%. We estimate
this will translate into adjusted debt to EBITDA declining toward
5.0x-5.5x and FOCF of EUR10 million-EUR20 million.

"We could lower our rating on Pasubio if adjusted debt to EBITDA
remains above 6x and FOCF to debt drops below 2% for a prolonged
period. This could stem from operating setbacks such as the loss of
customer contracts, inability to compensate for cost inflation, or
prolonged weakness in demand, leading to weaker-than-expected
EBITDA and FOCF. A more aggressive financial policy favoring
significant debt-funded acquisitions or shareholder returns could
also result in ratings pressure.

"We could raise our rating on Pasubio if adjusted debt to EBITDA
declined materially below 5x while adjusted FOCF to debt stayed
well above 5% on a sustained basis. This could stem from
faster-than-anticipated EBITDA growth and new lucrative contract
wins with other OEM customers, or if the company allocated its FOCF
toward debt repayment. An upgrade would also be contingent on a
firm financial policy commitment to maintaining such credit metrics
and the company being able to address potential shifts in demand
from leather to alternative materials for seats and interior
surfaces."


RED & BLACK AUTO: Fitch Assigns 'BB+sf' Final Rating on Cl. E Notes
-------------------------------------------------------------------
Fitch Ratings has assigned final ratings to Red & Black Auto Italy
S.r.l. - Compartment 2.

   Entity/Debt                 Rating             Prior
   -----------                 ------             -----
Red & Black Auto
Italy S.r.l. –
Compartment 2

   Class A1 IT0005560252   LT AAsf   New Rating   AA(EXP)sf
   Class A2 IT0005560260   LT NRsf   New Rating   NR(EXP)sf
   Class B IT0005560278    LT A+sf   New Rating   A+(EXP)sf
   Class C IT0005560286    LT BBB+sf New Rating   BBB+(EXP)sf
   Class D IT0005560294    LT BBB-sf New Rating   BBB-(EXP)sf
   Class E IT0005560302    LT BB+sf  New Rating   BB(EXP)sf
   Class J IT0005560310    LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

This is the second securitisation of Italian auto loan receivables
in the Red & Black Auto Italy series. The receivables consist of
fully amortising loans granted by Fiditalia S.p.A. (not rated), a
non-captive lender ultimately owned by Société Générale S.A.
(SG, A-/Positive/F1).

The class E notes' final rating is one notch higher than the
expected rating due to a revised note margin and a higher yield of
the final portfolio than the preliminary one.

KEY RATING DRIVERS

Better Performance than Peers: Fitch has observed historical
default rates that are lower than peers based on the default
vintages provided by Fiditalia. Fitch has assumed base-case
lifetime default and recovery rates of 1.9% and 22%, respectively.
Fitch has applied a stress multiple of 4.6x at 'AAsf' to the
base-case default rates and a 45% haircut to the base-case recovery
rates. The default multiple reflects, among others, the low level
of the base case, the longer default definition than European peers
and the transaction's static nature.

Initial Sequential Mitigates Pro-Rata Amortisation: The class A1 to
E notes will switch from sequential to pro-rata paydown upon credit
enhancement (CE) for the class A1 and A2 notes reaching 12%. The
initial sequential amortisation allows some CE build-up to support
the rated notes when pro-rata kicks in, under Fitch's scenarios.
The notes will switch back to sequential if gross cumulative
defaults exceed 2.3% or if there is an uncured principal deficiency
ledger (PDL) higher than 0.5% of the original portfolio balance.
Fitch views the PDL trigger as tight enough to limit the length of
the pro-rata period at high rating scenarios.

Decreasing Rates Most Stressful Scenario: The transaction has a
fixed to floating swap to hedge the interest rate risk between
fixed assets and floating liabilities. The special-purpose vehicle
(SPV) will be paying a fixed rate and receiving one-month Euribor,
with no floor, on the aggregated outstanding balance of the class
A1 to E notes. In its decreasing rate scenarios, Euribor is
negative up to 0.65%. These scenarios are the most stressful in its
cash flow modelling as the SPV will be paying the fixed rate plus
the negative Euribor.

'AAsf' Sovereign Cap: The class A1 notes are rated at their highest
achievable rating, six notches above Italy's sovereign rating
(BBB/Stable/F2), which is the cap for Italian structured finance
and covered bonds.

RATING SENSITIVITIES

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

A downgrade of Italy's Issuer Default Rating (IDR) and the related
rating cap for Italian structured finance transactions, currently
'AAsf', could trigger a downgrade of the class A1 notes' rating.

Unexpected increases in the frequency of defaults or decreases in
recovery rates that could produce larger losses than the base case
and could result in a negative rating action on the notes. For
example, a simultaneous increase in the default base case by 25%
and a decrease in the recovery base case by 25% would lead to
downgrades of up to two notches on the class B to E notes.

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

An upgrade of Italy's IDR and the related rating cap for Italian
structured finance transactions, currently 'AAsf', could trigger an
upgrade of the class A notes' ratings if available credit
enhancement is sufficient to withstand stresses associated with
higher ratings.

For the class B to E notes, an unexpected decrease in the frequency
of defaults or increase in recovery rates that would produce
smaller losses than the base case could result in a positive rating
action. For example, a simultaneous decrease in the default base
case by 25% and increase in the recovery base case by 25% would
lead to upgrades of up to three notches for the class B to E
notes.

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.

Fitch also reviewed a small targeted sample of the originator's
origination files and found the information contained in the
reviewed files to be adequately consistent with the originator's
policies and practices and the other information provided to the
agency about the asset portfolio.

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 reliable.

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.




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

CATLUXE SARL: S&P Withdraws 'D' LongTerm Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings withdrew its 'D' long-term issuer credit ratings
on CatLuxe S.a.r.l. (Pronovias) and its 'D' issue rating on
Pronovias' EUR45 million revolving credit facility and EUR215
million senior secured term loan.

The withdrawal follows the organizational restructuring after the
company recapitalized in May 2023 that changes the basis for
maintaining the credit rating outstanding on CatLuxe S.a.r.l.


ODYSSEY EUROPE: S&P Upgrades ICR to 'B-' on Reduced Leverage
------------------------------------------------------------
S&P Global Ratings raised its ratings on Odyssey Europe Holdco S.a
R.L. (Odyssey) and its EUR200 million senior secured notes due
December 2025 to 'B-' from 'CCC+'.

S&P said, "The stable outlook reflects our anticipation that the
company can maintain leverage around 5.0x and continue to achieve
positive free operating cash flow after leases. It does not
incorporate refinancing risks or risks associated with litigations
at the fund level, which we view as lower risk for now (but could
increase)."

Odyssey, parent of Baltic gaming group Olympic Entertainment
(Olympic), has performed in line with our expectations and reduced
its S&P Global Ratings-adjusted leverage to 6.2x in 2022, after the
addition of the online gambling business OlyBet in May 2022 and the
Croatia business in August 2022 into the restricted group.
Including the pro forma full-year contribution from these
businesses, leverage was lower at 4.8x.

S&P said, "Pro forma 2022 leverage was above our expectations at
4.8x, compared to the 6.0x we previously forecast due to
consolidation effects from the new businesses. Pro forma revenue
came in higher than we expected with pre-tax gross gaming revenue
(GGR) at EUR251 million, ahead of our forecast of EUR210 million.
We note that the added businesses (OlyBet, Lithuania, and Croatia)
contributed 53% of pro forma pre-tax GGR and 61% of company
adjusted EBITDA. The land-based operations in Estonia and Latvia
are below 2019 GGR levels and profitability. The group indicated
that the total Latvian gambling market declined by 5% over the last
twelve months to June 2023 compared with 2019 and that, including
land-based and online operations, the group overall has remained
broadly the same compared to 2019. This supports our view that the
slower land-based development is, to some extent, offset by the
contribution of OlyBet in these markets. The recovery mainly stems
from OlyBet's online segment, but also the good performance in
Malta and Croatia that saw stronger than anticipated tourist
activity once lockdowns were lifted. As a result, absolute pro
forma S&P Global Ratings-adjusted EBITDA came in at EUR63 million
compared to the EUR53 million we previously forecast, supported by
resilient profitability at OlyBet and higher margins in Croatia.
Odyssey reached pro forma S&P Global Ratings-adjusted leverage of
4.8x, below the 5.5x-6.5x we guided toward for the combined group.

"Some temporary weakness in first half 2023, but we expect margins
can be retained at 22% thanks to online growth leading to leverage
below 5.0x.We expect slower growth in coming years due to
constraints from lower disposable incomes. This is most notable in
the Baltics, where until June 2023 inflation was still high at
8%-9%--from around 20% in 2022--and tourist activity was lower.
While first-quarter 2023 remained resilient, the second quarter saw
a severe hit in land-based operations, with the home markets in
Latvia and Estonia seeing company-adjusted EBITDA decline by
roughly 85% year over year. Management indicates that the third
quarter of 2023 looks better, and that the weaker result in the
land-based operations in the second quarter was driven by the
channel mix, as OlyBet is operating in all these markets and
continues to grow. We expect the group can maintain S&P Global
Ratings-adjusted EBITDA margins of around 22% in the coming years,
driven by some recovery in land-based operations and continued
shift to online gambling, leading to S&P Global Ratings-adjusted
leverage of around 4.5x from 2024, all else equal." That said, the
macroeconomic environment and geographic proximity to Russia, could
severely impair demand for gambling and recovery in tourism, which
could in turn be detrimental to the land-based business as it
operates with high operating leverage.

Liquidity is adequate, supported by positive free operating cash
flow after leases. The group had cash of EUR47 million at the end
of June 2023 and no short-term debt after the extension of its
EUR200 million senior secured notes to December 2025 from May 2023
in April 2022. In 2022, EUR29 million of cash was contributed from
the consolidation of OlyBet and the Croatia business. In 2023, S&P
expects full-year FOCF after leases to be roughly EUR5 million and
increase to EUR12 million in 2024 on EBITDA growth and lower
capital expenditure (capex). From 2024, S&P expects EBITDA growth
will be partially offset by the higher interest payable (assumed to
be cash effective) after the November 2024 and May 2025 interest
payment dates (1% each from the current 9% fixed coupon), keeping
FOCF to debt constant at around 8.5%.

Growth ambitions entail execution risk and could lead to higher
investments and leverage. In March 2023, Olympic invested in
Spanish online operator Suertia and highlighted that it is actively
looking at other opportunities in regulated markets. S&P
understands that Olympic is expanding only to regulated markets and
replicates its multi-channel approach with land-based operations
and online offerings. That said, the growth in such markets entails
execution risk as Olympic competes with existing operators and
needs to build a brand to grow its market share. This might be
margin dilutive in the short to medium term and increase S&P Global
Ratings-adjusted leverage. The decision to enter new markets not
only with online but also land-based operations could come with
additional lease obligations and capex beyond the EUR10 million S&P
expects from 2024. That said, the expansion further reduces the
reliance on the Baltic markets, which we view positively.

Refinancing risk remains a key concern as the EUR200 million notes
become due in December 2025. Odyssey's capital structure solely
consists of the EUR200 million senior secured notes due December
2025. There is a coupon step up after the November 2024 and May
2025 interest payment date by 100 basis points each milestone date.
S&P said, "We consider weighted average maturities of less than 24
months as presenting possible capital structure risks to
corporates. Thus, we will monitor any progress or plans for
refinancing the maturity that the group may consider over time to
alleviate any refinancing risk as the term to maturity decreases
into 2024."

S&P said, "Ongoing litigations at the fund level provide some
uncertainty, in our view. Treo Capital Advisors acquired the
general partner (GP) BRG Asset Management (BRG) in December 2022,
and was renamed TREO Asset Management. In August 2021, the previous
GP BRG was appointed by the limited partners, when former owner
Novalpina was removed. We have limited information on the entities
above the restricted group, however management has confirmed there
is no debt-like instruments at this level, and that there are no
ambitions to repurchase the outstanding notes due December 2025.
Any changes to these assumptions could be material to the rating
level. Likewise, our rating relies on the normal functioning and
operation of the fund management and governance structure. In this
context, we assume there is no legal impediments, or influence of
financial policy or strategy that could affect the group credit
profile from legal actions.

"The stable outlook reflects our anticipation that the company can
maintain leverage around 5.0x and continue to achieve positive free
operating cash flow after leases. It does not incorporate
refinancing risks or risks associated with litigations at the fund
level, which we view as lower risk for now (but could increase)."

S&P could downgrade the company, if:

-- It does not address the refinancing of its December 2025 bond
maturity well in advance.

-- Risk of specific default events including a debt buyback at
below par value, a debt exchange, or debt restructuring increase.

-- Fund litigations and strategy of the GP have an effect on S&P's
view on the group credit profile, either directly or indirectly.

-- A decline in liquidity decreases financial flexibility and the
company's ability to meet operating, fixed, and financial
commitments.

-- The group underperforms our base case or forecast credit ratios
(for example, due to operating underperformance) to the extent that
we believe its capital structure is unsustainable, or its ability
to meet its obligations is reliant on favorable business and
economic conditions.

While unlikely over the next 12 months, S&P could upgrade the
company if:

-- S&P has a clear view on the ambition of Odyssey's ultimate
owner TREO Asset Management and path to address the 2025 bond
maturity.

-- The group achieves S&P Global Ratings-adjusted debt to EBITDA
around 4.0x with a commitment to retain leverage at or below this
level in the long term.

-- S&P Global Ratings-adjusted FOCF to debt approaches 10%.

-- The group maintains adequate liquidity.

-- The business position strengthens with diversification across
product offerings and geographies complemented by organic revenue
growth.

S&P said, "Social factors remain a moderately negative
consideration in our credit rating analysis of Odyssey, because we
consider that the group has been negatively affected by health and
safety and social capital factors during the pandemic.

"Governance factors remain a moderately negative consideration in
our credit rating analysis of Odyssey Europe Holdco, while
environmental factors are a neutral consideration."




===============
P O R T U G A L
===============

BANCO MONTEPIO: Moody's Rates New Senior Unsecured Debt 'B1'
------------------------------------------------------------
Moody's Investors Service has assigned a B1 rating to the long-term
senior unsecured debt to be issued by Caixa Economica Montepio
Geral, CEB, S.A. (Banco Montepio), with a positive outlook. The
senior unsecured debt is explicitly designated as senior unsecured
obligations of the issuer, ranking pari passu with other senior
unsecured obligations and senior to the bank's subordinated debt
instruments.

All other ratings and assessments remain unaffected by the rating
action.

RATINGS RATIONALE

The B1 rating assigned to the senior unsecured debt reflects Banco
Montepio's Baseline Credit Assessment (BCA) and Adjusted BCA of b1;
no uplift from Moody's Advanced Loss Given Failure (LGF) analysis,
which incorporates the relative loss severity for this liability
class; and Moody's assumption of a low probability of government
support, resulting in no further rating uplift.

The senior unsecured notes are expected to be eligible for Banco
Montepio's minimum requirement for own funds and eligible
liabilities (MREL) that has been set at 20.77% of risk weighted
assets plus the combined buffer requirements (2.77% as of June
2023) to be met by January 1, 2025.

Portugal has adopted full deposit preference meaning Banco
Montepio's senior unsecured debt securities rank junior to
deposits, pari passu among themselves and senior to Senior
Non-Preferred debt, capital and capital instruments and other
subordinated obligations, in case of bank liquidation.

Banco Montepio is subject to the EU's Bank Recovery and Resolution
Directive (BRRD), which Moody's considers to be an Operational
Resolution Regime. Therefore, Moody's applies its Advanced LGF
analysis to determine the loss-given-failure of the senior
unsecured notes.

OUTLOOK

The positive outlook on Banco Montepio's B1 long-term senior
unsecured debt rating reflects Moody's expectation that the
improvements in the bank's credit profile will hold for the next 12
to 18 months.

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

Banco Montepio's senior unsecured debt rating could be upgraded
following an upgrade on its BCA. Upward pressure on the standalone
BCA could be a consequence of stable asset quality and capital
levels, coupled with sustained improvements of recurrent
profitability levels.

The issuance of sizeable additional volumes of bail-in-able debt
instruments beyond what would be required to meet its MREL
requirement could also exert upward pressure on Banco Montepio's
senior unsecured debt rating.

Banco Montepio's senior unsecured debt rating would likely be
downgraded as a consequence of a downward pressure on the BCA.
Banco Montepio's standalone BCA could be downgraded if the bank's
capital position were to deteriorate or because of a weakening of
its asset risk, or profitability. The BCA could also be downgraded
if the bank's liquidity were to weaken from its current position.

The bank's senior unsecured debt rating could also be downgraded if
the amount of subordinated debt instruments were to decline from
current levels.  

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Banks Methodology
published in July 2021.




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

AUTONORIA SPAIN 2019: Moody's Ups Rating on EUR25MM G Notes to B2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 6 notes in
AUTONORIA SPAIN 2019, FONDO DE TITULIZACION ("Autonoria 2019"),
Bumper BE NV/SA Compartment No.1 ("Bumper BE") and Red & Black Auto
Lease France 1 ("Red & Black France"). The rating action reflects
better than expected collateral performance for Autonoria 2019 and
an increase in the levels of credit enhancement for the affected
notes for Bumper BE and Red & Black France.

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

Issuer: AUTONORIA SPAIN 2019, FONDO DE TITULIZACION

EUR790M Class A Notes, Affirmed Aa1 (sf); previously on Dec 18,
2019 Definitive Rating Assigned Aa1 (sf)

EUR30M Class B Notes, Affirmed Aa1 (sf); previously on Dec 18,
2019 Definitive Rating Assigned Aa1 (sf)

EUR55M Class C Notes, Affirmed Aa3 (sf); previously on Dec 18,
2019 Definitive Rating Assigned Aa3 (sf)

EUR55M Class D Notes, Upgraded to Baa1 (sf); previously on Dec 18,
2019 Definitive Rating Assigned Baa2 (sf)

EUR20M Class E Notes, Upgraded to Baa3 (sf); previously on Dec 18,
2019 Definitive Rating Assigned Ba1 (sf)

EUR25M Class F Notes, Upgraded to Ba3 (sf); previously on Dec 18,
2019 Definitive Rating Assigned B1 (sf)

EUR25M Class G Notes, Upgraded to B2 (sf); previously on Dec 18,
2019 Definitive Rating Assigned B3 (sf)

Issuer: Bumper BE NV/SA Compartment No.1

EUR500M Class A Notes, Affirmed Aaa (sf); previously on Oct 14,
2021 Definitive Rating Assigned Aaa (sf)

EUR32.5M Class B Notes, Upgraded to Aaa (sf); previously on Oct
14, 2021 Definitive Rating Assigned Aa1 (sf)

Issuer: Red & Black Auto Lease France 1

EUR400M Class A Notes, Affirmed Aaa (sf); previously on Oct 27,
2021 Definitive Rating Assigned Aaa (sf)

EUR44.5M Class B Notes, Upgraded to Aa3 (sf); previously on Oct
27, 2021 Definitive Rating Assigned Baa1 (sf)

RATINGS RATIONALE

The rating action for Autonoria 2019 is prompted by decreased key
collateral assumptions, namely the portfolio default probability
(DP) assumptions due to better than expected collateral performance
and for Bumper BE and Red & Black France due to an increase in
credit enhancement for the affected Tranches.

Revision of Key Collateral Assumptions:

The performance of the transactions has continued to be stable
since closing. 90 days plus arrears have remained stable currently
standing at 0.08% and 0.27% compared to 0.08% and 0.18% one year
ago for Autonoria 2019 and Bumper BE. For Red & Black France, 60
days plus arrears stay at 0.68% compared to 0.33% one year ago. The
increase in delinquencies of Red & Black France observed in Q1 2023
was due to technical issues following the upgrade of ALD's
accountability software which occurred at the beginning of 2023.
Cumulative defaults currently stand at 0.94%, 0.37% and 0.87% of
original pool balance (including replenishments) up from 0.69%,
0.19% and 0.44% a year earlier for Autonoria 2019, Bumper BE and
Red & Black France.

Moody's decreased the default probability of the current portfolio
balance from 3.5% to 3.00% for Autonoria 2019, and mantains the
assumption for the recovery rate at 15%.

Key collateral assumptions have been maintained for Bumper BE and
Red & Black France, the current default probability are 2.75% and
3.75% of the current portfolio balance and the mean recovery rate
is 50% for both deals.

Increase in Available Credit Enhancement

For Autonoria 2019 pro-rata amortization has led to credit
enhancement for all the rated notes not changing since closing.

For Bumper BE the credit enhancement for the most senior tranche
affected by the rating action has increased to 30.30% from 21.51%
at closing.

For Red & Black France the credit enhancement for the most senior
tranche affected by the rating action has increased to 10.33% from
5.50% at closing.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
November 2022.

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
===========

KOC HOLDING: S&P Affirms 'B+' LT ICR & Alters Outlook to Stable
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Koc Holding AS (Koc) to
stable from negative and affirmed its 'B+' long-term issuer credit
rating and 'B' short-term rating.

The stable outlook on Koc mirrors that on Turkiye.

The outlook revision follows a similar action on Turkiye. The
rating action on Koc follows a similar action on Turkiye. S&P also
continues to apply a criteria exception on our rating on Koc,
reflecting its expectation that the holding company can maintain
sufficient cash in U.S. dollars to repay its $750 million bond due
in March 2025.

S&P said, "The criteria exception that enables us to rate Koc one
notch above our T&C assessment on Turkiye reflects our expectation
that Koc can maintain sufficient cash in U.S. dollars at
international banks to fully repay its U.S.-dollar-denominated
debt. We would typically apply our T&C rating cap to companies,
such as Koc, that are not exporters and that generate more than 90%
of their cash flow in Turkiye, implying a rating of 'B'. In Koc's
case, more than 90% of income represents dividends from investments
in Turkiye. As of June 30, 2023, Koc's only financial debt
liability pertains to its $750 million bond due in March 2025. We
think the company has enough U.S. dollars sitting offshore to repay
its debt, and we do not anticipate this cash would be depleted for
other reasons.

"In addition, Koc has passed our sovereign stress tests, indicating
that it would have enough liquidity resources to cover its
obligations in the next 12 months, in the event of a sovereign
default. We do not expect Koc's ability to use its U.S. dollar cash
to pay U.S.-dollar-denominated debt to be restricted by exchange or
repatriation controls."

As a result of all these factors, S&P is deviating from its
criteria for rating above the sovereign by adding one notch, and
therefore rate Koc one notch above its 'B' T&C assessment on
Turkiye. S&P will continue to apply this criteria exception so long
as:

-- The company is able to meet our T&C stress test requirements;

-- The amount of cash in U.S. dollars held offshore exceeds Koc's
U.S. dollar liabilities; and

-- S&P perceive no heightened risks of a repatriation of Koc's
offshore U.S. dollar holdings.

These three factors, which are the conditions to be rated one notch
above the T&C assessment, remain monitored on a quarterly basis.
The company passed all S&P's requirements as of the end of June
2023.

Koc has a sound net cash position and liquidity buffers. Based on
portfolio value on June 30, 2023, and pro forma the completed sale
of a 6.81% stake in Yapi ve Kredi Bankasi (Yapi; not rated) on July
27, 2023, for Turkish lira (TRY) 6.8 billion on a pre-tax basis,
S&P's estimate Koc's net cash position at about TRY11.5 billion,
excluding additional tier 1 (AT1) instruments (about $200 million).
In addition, around 98% of the company's gross cash held as of June
30, 2023, was denominated in U.S. dollars and predominantly held at
international banks.

S&P said, "We consider Koc to have strong liquidity as of June 30,
2023, and expect sources to exceed uses by 5.1x for the next 12
months, and by 2.0x for the following 24 months. In addition, in a
hypothetical scenario in which the Turkish sovereign were to
default, we believe Koc would be able to continue to service its
obligations.

"Our stress test, which assesses the company's liquidity for a
one-year period under a hypothetical sovereign default scenario,
shows that Koc's liquidity sources would remain strong at nearly 6x
thanks to its high share of cash denominated in hard currency,
assuming no dividends. We think that, in this scenario, a
devaluation of the lira would benefit Koc's gross cash position,
and compensate the potential lack of dividend income and higher
operating and interest expenses.

"In addition, our T&C stress test points to a continued positive
liquidity ratio of foreign sources of cash to foreign uses of cash,
because Koc's current U.S. dollar cash balances held offshore are
sufficient to cover its outstanding $750 million bond maturing in
March 2025 and associated interest payments.

"Koc's net cash position is pivotal for our rating. Under our base
case, we anticipate that Koc will retain a net cash position, which
could eventually be supported by dividends from its investee
assets. For 2023, we estimate that Koc will receive dividends,
fees, and interest income over TRY25 billion, up from TRY8.7
billion a year ago. This is supported by its key assets' solid
operating results, largely because of their exporting nature.
Moreover, 55% of Koc's portfolio is directly linked to U.S.
dollars, so it is relatively protected from Turkish lira
depreciation.

"As a result, we think Koc can maintain a net cash position for the
foreseeable future. Even in the hypothetical event of a default of
the Turkish sovereign, we anticipate that Koc would retain a net
cash position and a negative loan-to-value ratio. Koc has invested
$200 million in Yapi's AT1 securities, which have a first call date
in January 2024. If Yapi were to redeem this instrument, Koc would
receive additional funds, which would further strengthen its
already solid net cash position. At this stage, however, we do not
account for this source of cash in our base case or liquidity
calculations."

The stable outlook on Koc mirrors that on Turkiye.

S&P could take a negative rating action on Koc following a similar
rating action on Turkiye, or if during the coming quarters:

-- Koc is unable to pass our T&C stress test; or

-- The company depletes its U.S. dollar cash balance abroad and
can no longer cover its U.S.-dollar-denominated debt maturing in
2025; or

Its U.S. dollar cash held abroad becomes subject to repatriation
requirements or exchange controls.

S&P could take a positive rating action on Koc following a similar
rating action on Turkiye, provided that Koc is able to meet its
requirements to be rated up to one notch above our T&C assessment.


MERSIN INT'L: S&P Affirms 'B' ICR & Alters Outlook to Stable
------------------------------------------------------------
S&P Global Ratings revised its outlook on the long-term issuer
credit rating on Mersin International Port to stable from negative
and affirmed its 'B' ratings on MIP and its debt.

The stable outlook reflects that on the sovereign. It also factors
in S&P's expectation that the company will successfully refinance
its existing November 2024 notes sufficiently in advance to
maintain adequate liquidity.

On Sept. 29, 2023, S&P Global Ratings revised its outlook on
Turkiye to stable from negative and affirmed its 'B/B' unsolicited
long- and short-term sovereign credit ratings on the sovereign. Our
transfer and convertibility (T&C) assessment remains 'B',
signifying that the risk the sovereign prevents private sector
debtors from servicing foreign currency denominated debt is about
the same as the risk of a sovereign default.

S&P said, "The rating on MIP is constrained by our 'B' T&C
assessment on Turkiye, therefore the outlook revision follows the
rating action on the sovereign. This reflects our view of the
likelihood that the government would restrict access to the foreign
exchange market (or liquidity) and impose harsh capital controls in
attempts to constrain Turkish lira depreciation. Even though most
of MIP's cash position is held in U.S. dollars--60% of revenues are
collected in U.S. dollars and the remainder in Turkish lira and
converted to hard currency--revenues are fully collected in
on-shore accounts. This exposes MIP to Turkiye's monetary,
financial, and economic policies. These policies could lead to
obstacles in repatriating export proceeds and converting them to
local currency, restrict MIP's access to foreign currency and stop
the port converting local revenues to hard currency, and limit
money withdrawal to service foreign senior debt. Furthermore, close
to one-half of the business comes from import volumes, which are
intrinsically linked to the industrialized cities surrounding MIP
and reliant on domestic trends and dynamics.

"Our 'bbb-' stand-alone credit profile (SACP) is predicated on MIP
maintaining adequate liquidity, which assumes timely refinancing or
other actions over the near term to mitigate the sizable November
2024 debt maturity. As highlighted in our latest publication
"Turkey-Based Mersin International Port Outlook Revised To Negative
On Similar Action On Turkiye; 'B' Ratings Affirmed," published
April 7, 2023, we continue to expect MIP will put a credible plan
in place to refinance its 5.375% $600 million notes due in November
2024. This would strengthen MIP's liquidity position and improve
its capital structure by extending the maturity of the existing
financial liabilities. On the other hand, we acknowledge the
current challenging macroeconomic and geopolitical environment
could delay or reduce its liquidity cushion measured over the next
12 months.

"At the same time, we expect the company to continue generating
solid EBITDA of $255 million-$270 million in 2023. Under our
forecast, the company should be able to sustain credit metrics
commensurate with its 'bbb-' SACP, delivering S&P Global
Ratings-adjusted funds from operations (FFO) to debt of at least
30%, coupled with debt to EBITDA of 2.0x-3.0x, on a five-year
weighted-average basis. This points to modest leverage when taking
into account the long-term nature of its infrastructure assets.

"We expect credit metrics to have limited cushion at the 'bbb-'
SACP level during the execution of the expansionary plan over
2024-2026, mitigated to an extent by the company's flexible
dividends and supportive financial policy. The company expects to
increase total berth capacity to 3.6 million twenty-foot equivalent
units (TEUs) from 2.6 million. The increase in berth capacity will
add depth of 18 meters and can accommodate two mega vessels at the
same time. This would complement the recently completed gate and
highway connection project that improved access and connections to
and from the port terminal to main highways. We see the terminal
upgrades as an improvement to the port's competitive position as
they increase value, reduce transportations times, bottlenecks, and
costs for customers, and enhance connectivity between the port and
the industrialized hinterland.

"We expect capital investments of around $450 million over the next
two to three years, which will be entirely funded with MIP's cash
flow generation. Historically, the company has consistently
delivered significant free operating cash flow of $150 million-$190
million, enabling it to preserve cash and make shareholder-friendly
distributions for about $1 billion in the last five years. Our
forecast assumes dividends will decelerate to a mere $50 million
per year in the next two years, when the bulk of the planned
capital expenditure (capex) kicks in.

"We also note MIP, and its shareholders, are committed to a
financial policy that supports its current credit profile,
including the maintenance of its liquidity cushion and financial
covenants to manage this spending, which is discretionary by
nature. This is because we see MIP as strategically important for
PSA International Pte Ltd.--the 51% majority shareholder (not
rated)--reflecting our view that it is unlikely to be sold and is
important to PSA Group's long-term strategy, considering the
alignment with MIP's core container handling business. Also, the
group continues to support MIP operationally by providing resources
and assistance in major equipment procurement, technical expertise,
operating systems, and infrastructure development.

"Proven business and financial resiliency support our expectation
that EBITDA margins will remain above the industry average. The
company has managed to report an EBITDA margin of 60%-70% over the
last 10 years, despite several external challenges including, but
not limited to, macroeconomic conditions in Turkiye, the global
slowdown, supply chain bottlenecks, and the recent earthquakes near
the port, to name a few. We think this reflects MIP's leading
market position in the region as well as the sound quality of
operations with a focus of tailored services to fulfill customer
needs and differentiate from close competitors. The port benefits
from its strategic location, at the intersection of key maritime
trade routes, the extent of and connectivity to its hinterland, and
the industrialized region by rail and upgraded route connections.
As an origin and destination port, it benefits from inherent
stability in volumes when compared to more volatile transshipment
activities (less than 5% of revenue). MIP's well established port
eco-system, pricing flexibility to compensate downturns, and
expected growth for industrial and agricultural products in the
region would allow the company to consistently maintain its
above-industry-average profitability.

"The stable outlook on Mersin reflects that on Turkiye. MIP
displays stronger stand-alone credit quality than the sovereign,
but our ratings on MIP are capped by our 'B' T&C assessment on
Turkiye, because all MIP's operations and revenue generation happen
in the country.

"The stable rating outlook as well as the 'bbb-' SACP are further
predicated on assumed near-term refinancing or other actions to
maintain adequate liquidity and mitigate the $600 million notes
maturity in November 2024."

S&P could lower its rating on MIP if:

-- S&P lowered the sovereign and T&C assessment for Turkiye.

-- The company does not manage to strengthen liquidity or
refinance its outstanding $600 million bullet bonds at least six
months before the November 2024 maturity.

S&P said, "Although it would not affect the rating, we could revise
MIP's SACP downward to the 'bb' category in the near term if we
revised its liquidity to less than adequate. This could occur in
the absence of mitigating actions or timely refinancing of its
outstanding $600 million bullet bonds due November 2024. We could
also revise the SACP downward if FFO to debt deteriorated below 30%
and debt to EBITDA rose higher than 3x over a prolonged period.
This could, for instance, occur in the absence of a sufficiently
credit-supportive dividend policy during the 2024-2026 expansionary
capex period.

"We could raise the rating on MIP if we were to do the same on the
sovereign rating or revise our T&C upward, combined with a
strengthening liquidity position and/or timely refinancing of the
November 2024 notes."




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

CARILLION: Disqualification Case v. Ex-Chair, Interim CEO Dropped
-----------------------------------------------------------------
Ian Weinfass at Construction News reports that the Insolvency
Service has dropped court action against Carillion's former chair
and interim chief executive at the 11th hour.

The defunct contractor's chair, Philip Green, and Keith Cochrane,
who was interim chief executive between July 2017 until the firm's
collapse in January 2018, were among five former non-executive
directors who had been due in London's High Court on Monday, Oct.
16, Construction News relates.

But on Friday, Oct. 13, the Insolvency Service told Construction
News that it had abandoned the disqualification proceedings against
the five, brought under section six of the Companies Directors
Disqualification Act 1986, Construction News discloses.

According to Construction News, an Insolvency Service spokesperson
said "the secretary of state is obliged to keep the public interest
in all cases under constant review, and it was concluded that
continuing with the proceedings against the non-executive directors
was no longer in the public interest".

"On that basis, the parties agreed that the proceedings should be
concluded by way of agreement and without the need for a trial or
the associated expense," they added.  "This concludes the
proceedings."

Along with Green and Cochrane, the others who have been reprieved
are:

-- former audit committee chair Andrew Dougal;
-- former remuneration committee chair Alison Horner; and
-- ex-sustainability committee chair Ceri Powell, who also sat on
   other committees, including Carillion's audit and remuneration
   committees.

Former chief executive Richard Howson, and finance directors
Richard Adam and Zafar Khan had already accepted disqualifications
of eight, 12.5 and 11 years respectively, Construction News
states.

The Insolvency Service found a variety of breaches by them,
including making misleading statements about the contractor's
financial performance, Construction News notes.

Five barristers from Five Erskine Chambers comprised two of the
four defence teams in the case, Construction News says.

Carillion, the UK's second-largest contractor in 2017, became
Britain's largest ever corporate failure in 2018, collapsing with
GBP7 billion worth of liabilities, Construction News relates.

Accountancy firm KPMG was fined GBP21 million for failures of the
firm's audits, Construction News discloses.


CHILTERN MILLS: Enters Liquidation, Shuts Down Teesside Stores
--------------------------------------------------------------
Tom Keighley at Teesside Live reports that homeware chain Chiltern
Mills has closed its Teesside stores after bosses placed the
business into liquidation.

The low cost retailer which specialised in furniture and blinds
blamed the lingering impact of Covid lockdowns for making its
business "no longer financially viable", Teesside Live notes.  Now
its stores on Redcar High Street and Stockton's Wellington Street
have closed their doors, along with the chain's Leeds Crossgates
home, Teesside Live states.

In a notice posted to the Chiltern Mills website, directors said
the firm had not been considered an essential business during
lockdown periods and had been closed while larger competitors were
allowed to continue trading, Teesside Live relates.  Latest
accounts for the company showed it had employed as many as 53
people in 2022, Teesside Live notes.

According to Teesside Live, the statement from directors of the
company said: "After many years of trading across the north of
England these lockdowns and restrictions hindered the company's
progress and resulted in the company no longer being financially
viable."

The liquidation of Treymaine Ltd, which traded as Chiltern Mills,
is being handled by Gaines Robson Insolvency Ltd., Teesside Live
says.


DAILY TELEGRAPH: Former Owners Attempt to Stall BVI Court Case
--------------------------------------------------------------
Mark Kleinman at Sky News reports that the former owners of The
Daily Telegraph have been attempting to stall a court case in the
British Virgin Islands (BVI) that would place one of their key
holding companies into insolvency proceedings.

Sky News has learnt that the Barclay family has been urging Lloyds
Banking Group to postpone a hearing scheduled to take place later
on Monday, Oct. 23, on the basis that the two sides remain in
negotiations about the fate of a GBP1 billion debt owed to the high
street lender.

According to Sky News, City sources said that Aidan Barclay, the
former chairman of the Telegraph titles' holding company, had been
leading the efforts to have the hearing adjourned.

It relates to the prospective liquidation of Penultimate
Investments Holding Company (PIHC), which Lloyds wants to take
place in order to facilitate the flow of funds from the impending
sale of the newspapers, Sky New notes.

A liquidation event at PIHC would also allow Lloyds to sell the
Barclays' debt without the family's consent, although there is no
suggestion that the bank is keen to pursue such a route, Sky News
states.

The court hearing is to take place just days after the formal
launch of an auction of the Telegraph newspapers and The Spectator
current affairs magazine,
Sky News discloses.

Sources emphasised that the BVI case bore no connection to the sale
process itself, with bidders lining up to receive detailed
financial information about the media assets, according to
Sky News.

Last week, Sky News revealed that the Barclays had tabled a
blockbuster GBP1 billion bid to repay the Lloyds debt in the hope
that it would prompt the bank to call off the auction.

Lloyds, Sky News says, is understood to have rejected the offer in
the last few days.

The Barclays' latest offer came weeks after a proposal valued at
GBP725 million was submitted to Lloyds, underlining the family's
determination to regain ownership of two of Britain's most
influential newspapers, Sky News relays.

Until June, the newspapers were chaired by Aidan Barclay -- the
nephew of Sir Frederick Barclay, the octogenarian who along with
late brother Sir David engineered the takeover of the Telegraph 19
years ago.


HAMMERSON PLC: Egan-Jones Retains BB Senior Unsecured Ratings
-------------------------------------------------------------
Egan-Jones Ratings Company on September 29, 2023, maintained its
'BB' foreign currency and local currency senior unsecured ratings
on debt issued by Hammerson plc. EJR also withdraws rating on
commercial paper issued by the Company.

Headquartered in London, United Kingdom, Hammerson plc invests in
and develops property.


ILKE HOMES: Enters Liquidation, Owes Around GBP321MM to Creditors
-----------------------------------------------------------------
Elliot Topham at Development Finance Today reports that modular
housebuilder Ilke Homes has gone into liquidation.

According to Development Finance Today, a "notice of a court order
ending administration" was filed on Companies House on Oct. 19,
after having gone into administration on June 30.

The company has gone into liquidation with around approximately
GBP321 million in debt to creditors, with over GBP700,000 of the
share being accounted for by employee claims, Development Finance
Today discloses.

After it went into administration, over 150 previous employees took
legal action against Ilke Homes over its management of the
redundancy process, Development Finance Today relates.

"Based on current information, the administrators do not anticipate
that any funds will become available to enable any distributions to
be made to the preferential or unsecured creditors; however, the
likely levels of return are estimated and are subject to change,"
the document on Companies House stated.

According to the document, the likely level of return stands at
GBP82,000, Development Finance Today notes.


LILY ELLA: Venture Stream Acquires Business, Assets
---------------------------------------------------
Coreena Ford at BusinessLive reports that a North East online mail
order fashion brand is back up and running under new ownership, two
months after the original company was liquidated by its founder.

Lily Ella Ltd, which was based at Benton's North Tyne Industrial
Estate, was originally established in 2013 and grew to become a
popular ladies fashion firm, operating online and through
catalogues while also offering an alterations service.  However,
founder Zoe Glover called in business advisors during the summer
after escalating costs and slowing demand impacted the business,
BusinessLive relates.

The company was closed with the loss of seven jobs, and was
liquidated by insolvency specialists at Begbies Traynor,
BusinessLive recounts.  Now Newcastle ecommerce agency Venture
Stream has saved the women's clothing brand, thanks to legal
support, BusinessLive discloses.

According to BusinessLive, the ecommerce development specialist has
acquired the business and assets of Lily Ella, in a purchase which
was supported by the corporate team at Newcastle-based Mincoffs
Solicitors.  The new owners said the deal is set to create a number
of jobs with the company as it scales, now that the business is
back open and trading under its new ownership, BusinessLive notes.


STARZ MORTGAGE 2021-1: S&P Raises Class F Notes Rating to 'BB+'
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on all classes of
notes issued by Starz Mortgage Securities 2021-1 DAC.

Specifically, S&P raised its ratings on the British pound
sterling-denominated (GBP) notes as follows:

-- Class C1 to 'AAA (sf)' from 'A (sf)';
-- Class D1 to 'AAA (sf)' from 'BBB- (sf))';
-- Class E to 'AA (sf)' from 'BB (sf)'; and
-- Class F to 'BB+ (sf)' from 'B- (sf)'.

S&P raised its ratings on the class C2 euro-denominated (EUR) notes
to 'AAA (sf)' from 'AA (sf)', and the class D2 EUR notes to 'AAA
(sf)' from 'A (sf)'.

Rating rationale

The upgrades follow S&P's review of the transaction's credit and
cash flow characteristics. Six of the nine loans in the transaction
have repaid in full. As a result, the GBP notes have reduced to
GBP58.9 million from GBP194.7 million at closing and the EUR notes
have reduced to EUR3.4 million from EUR28.2 million. The issuer
applied all repayments after an initial threshold to the notes
sequentially, thereby repaying in full the more senior classes and
improving credit enhancement for the more junior classes. Only
three loans remain and the performance of all three have improved
since closing.

Transaction overview

The transaction was initially backed by nine loans that Starz
Mortgage Capital originated between 2018 and 2020. The British GBP
loans totaled GBP185.4 million and the euro EUR loans totaled
EUR39.1 million. The loans were secured by 17 properties located in
the U.K., Netherlands, Ireland, and Spain.

The transaction consists of GBP notes and EUR notes. Payments due
on the notes are primarily made from receipts from the loan
interest that corresponds to the relevant currency of the notes.
The GBP notes are primarily backed by GBP loans and the EUR notes
are primarily backed by EUR loans. However, both GBP and EUR
receipts can be used to pay the other currencies note liabilities,
if they are available after the payment of their own note
liabilities (classes A to D). In S&P's analysis, it did not give
credit to this as this is subject to currency risk.

Interest and principal payments to the GBP class E, F, and the
unrated subordinated notes are only paid if there are remaining
proceeds from the EUR and GBP waterfalls after payments to the
class A1/A2 to D1/D2 and if note protection tests are met. These
tests include a euro par value test, a sterling par value test, a
euro interest coverage test and a sterling interest coverage test.

Of the initial nine loans, six have repaid in full and only three
remain. The first GBP30 million of principal proceeds and the first
EUR8 million of principal proceeds were repaid pro rata to the
notes. Since the August 2022 interest payment date (IPD), however,
all principal repayments have been allocated sequentially.

The transaction has more operational flexibility than typical EMEA
CMBS in that there can be administrative and criteria-based
modifications to non-specially serviced loans. Administrative
modifications include modifications that relate to items such as
waivers of financial covenants or amounts required to be credited
to any reserve account. Criteria-based modifications can include a
change in interest rate, amounts due, or date of payment. However,
these modifications are subject to certain conditions.

Portfolio performance

S&P summarizes the remaining three loans below.

Sellar loan (GBP26.8 million, 52% of the GBP loan pool)

The loan is secured by a portfolio of three hotel properties
located in Elstree (42% of total stabilized market value at
closing), Stoke (40%), and Bolton (19%) in the U.K. The loan
matures in July 2024 and is currently unhedged following the
expiration of the interest rate cap in July 2022. The current
loan-to-value (LTV) ratio is 63.1%. The loan was amended in June
2023 whereby LTV and interest coverage ratio (ICR) covenants were
waived until loan maturity. In addition, the interest reserve was
no longer available for debt service instead the sponsor was
responsible for any shortfalls. The interest reserve would then be
used to amortize the loan by GBP250,000 for each of the next four
quarters.

At closing, the borrower's business plan was to reposition the
three hotel properties by implementing a property improvement plan.
Two of the hotels, the Elstree and Stoke-on-Trent properties, were
rebranded as DoubleTree by Hilton. The three hotels therefore
underwent refurbishment and performance was affected during this
time. The refurbishment completion dates were as follows: Elstree
(August 2021), Stoke (August 2022), and Bolton (October 2022). The
Bolton property was subject to delays.

Reported net operating income for the portfolio has steadily
increased to GBP2.3 million in August 2023 from GBP608,527 in
February 2022.

Zamek loan (GBP24.7 million, 48% of the GBP loan pool)

The loan was initially secured by a portfolio of three residential
properties located in Kent (77% of total market value at closing),
Chelsea (19%), and North West London (4%) in the U.K. The loan
matures in April 2025 and is hedged with an interest rate cap at
0.8807% until its maturity. The current LTV ratio is 69.5%.

The borrower partially prepaid the loan following the refinancing
of the Chelsea property. Prepayment proceeds of GBP4.9 million were
distributed at the February 2023 note IPD.

The remaining properties securing the loan are a 192-unit
residential property in Kent and four flats in North West London.

At closing, the borrower's business plan was to increase occupancy
at the Kent property to 95% from 87%. Since the February 2023 IPD,
this has been achieved, with the reported vacancy for the two
properties to be between 1.5%-4.4%.

Node loan (EUR12.1 million, 100% of the EUR loan pool)

The loan is secured by a single 23-unit residential property
located in Central Dublin. The loan matured on Oct. 15, 2023 and is
currently unhedged. The Node borrower and the loan facility agent,
amongst others, entered into an amendment and restatement deed with
respect to the loan agreement on Oct. 17, 2023. Subject to
satisfying the conditions precedent, the amendment will be
effective and the borrower will be subject to meeting milestones
for the loan maturity date to be extended. We have considered the
extension in our analysis. The current LTV ratio is 70.1%.

At closing, the property was 86.3% let. Since then, the property
has been 100% occupied and net operating income from the property
has increased by 17%.

Credit evaluation: Sellar loan

S&P said, "We consider the portfolio's net cash flow (NCF)
continues to be GBP2.8 million on a sustainable basis.

"We have not revised our net cash flow figure for the portfolio
given there has been some delay with the refurbishment completion.
Reported net operating income for the portfolio has been steadily
increasing to GBP2.3 million in August 2023 from GBP608,527 in
February 2022.

"We applied the same 9.0% capitalization (cap) rate against this
S&P Global Ratings NCF, resulting in a gross value of GBP30.6
million. We then deducted one year of NCF to reflect the time to
income stabilization (down from 1.5 years at closing).

"Lastly, we deducted 5% purchase costs to arrive at our S&P Global
Ratings value of GBP26.5 million, which is 5.2% higher than our
value at closing. It represents a 37.7% haircut to the December
2022 market value of GBP42.5 million."

  Table 1

  Loan and collateral summary
                                    AT CLOSING IN    REVIEW AS OF
                                    NOVEMBER 2021    OCTOBER 2023

  Data as of                           April 2021     August 2023

  Total senior loan balance (mil. GBP)       27.8            26.8

  Senior loan-to-value ratio (%)             66.4            63.1

  Net operating income (mil. GBP)             0.7             2.3

  Market value (mil. GBP)                    44.1*           42.5

  Date of market value                   May 2021   December 2022

  *Post-refurbishment stabilized value.


  Table 2

  S&P Global Ratings' key assumptions

                                    AT CLOSING IN    REVIEW AS OF
                                   NOVEMBER 2021     OCTOBER 2023
  S&P Global Ratings fully
  let rent (mil. GBP)                         --*             --*

  S&P Global Ratings vacancy (%)              --*             --*

  S&P Global Ratings expenses (%)             --*             --*

  S&P Global Ratings net cash flow (mil. GBP) 2.8             2.8

  Deduction for downtime (mil. GBP)          (4.1)           (2.8)

  Purchase costs (%)                          5.0             5.0

  S&P Global Ratings value (mil. GBP)        25.2            26.5

  S&P Global Ratings cap rate (%)             9.0             9.0

  Haircut to market value (%)                42.9            37.7

  S&P Global Ratings loan-to-value ratio
  (before recovery rate adjustments; %)     110.4           101.3

*Hotel portfolio so not applicable.

Credit evaluation: Zamek loan

S&P said, "We consider the portfolio's NCF is GBP1.4 million on a
sustainable basis. This is based on a fully let rent of GBP2.0
million, adjusted by 5% for vacancies and 25% for nonrecoverable
expenses.

"Our S&P NCF is 19% higher than at closing (on a like-for-like
basis on the two remaining properties) primarily due to our revised
rental and vacancy levels given the strength of the residential
market and the portfolio performance.

"We applied the same 5.66% capitalization (cap) rate against this
S&P Global Ratings NCF, resulting in a gross value of GBP25.2
million.

"We then deducted 5% purchase costs to arrive at our S&P Global
Ratings value of GBP23.9 million, which is 19% higher than our
value at closing. It represents a 32.6% haircut to the January 2023
market value of GBP35.5 million."

  Table 3

  Loan and collateral summary
                                     AT CLOSING IN    REVIEW AS OF

                                     NOVEMBER 2021*   OCTOBER 2023

  Data as of                            April 2021     August 2023

  Total senior loan balance (mil. GBP)        30.5            24.7

  Senior loan-to-value ratio (%)              73.6            69.5

  Vacancy rate (%)                            14.9             4.4

  Net operating income (mil. GBP)              1.3             1.7

  Market value (mil. GBP)                     41.3            35.5

  Date of market value                   June 2021    January 2023

*Figures include Dilke property which has since been released.


  Table 4

  S&P Global Ratings' key assumptions

                                     AT CLOSING IN    REVIEW AS OF

                                     NOVEMBER 2021*   OCTOBER 2023

  S&P Global Ratings fully let rent (mil. GBP) 1.6             2.0

  S&P Global Ratings vacancy (%)               9.8             5.0

  S&P Global Ratings expenses (%)             18.4            25.0

  S&P Global Ratings net cash flow (mil. GBP)  1.2             1.4

  Purchase costs (%)                           5.0             5.0

  S&P Global Ratings value (mil. GBP)         20.1            23.9

  S&P Global Ratings cap rate (%)             5.66            5.66

  Haircut to market value (%)                 41.1            32.6

  S&P Global Ratings loan-to-value ratio
  (before recovery rate adjustments; %)      125.3           103.2

*Adjusted to reflect the two properties remaining.

Credit evaluation: Node loan

S&P said, "We consider the portfolio's NCF is GBP700,396 on a
sustainable basis. This is based on a fully let rent of GBP983,012
adjusted by 5% for vacancies and 25% for nonrecoverable expenses.

"Our S&P NCF is 11% higher than at closing primarily due to our
revised rental and vacancy levels given the strength of the Dublin
residential market and the property performance.

"We applied the same 5.25% capitalization (cap) rate against this
S&P Global Ratings NCF, resulting in a gross value of GBP13.3
million.

"We then deducted 5% purchase costs to arrive at our S&P Global
Ratings value of GBP12.7 million, which is 10.9% higher than our
value at closing. It represents a 26.1% haircut to the June 2023
market value of GBP17.2 million."

  Table 5

  Loan and collateral summary
                                     AT CLOSING IN    REVIEW AS OF

                                     NOVEMBER 2021*   OCTOBER 2023

  Data as of                            April 2021     August 2023

  Total senior loan balance (mil. EUR)        12.4            12.1

  Senior loan-to-value ratio (%)              75.4            70.7

  Vacancy rate (%)                            13.7             0.0

  Net operating income (EUR)               654,511         773,761

  Market value (mil. EUR)                     16.4            17.2

  Date of market value                    May 2021       June 2023


  Table 6

  S&P Global Ratings' key assumptions
                                     AT CLOSING IN    REVIEW AS OF

                                     NOVEMBER 2021*   OCTOBER 2023

  S&P Global Ratings fully let rent (GBP)  878,750         983,012

  S&P Global Ratings vacancy (%)              10.0             5.0

  S&P Global Ratings expenses (%)             25.0            25.0

  S&P Global Ratings net cash flow (GBP)   631,592*        700,396

  Purchase costs (%)                           5.0             5.0

  S&P Global Ratings value (mil. GBP)         11.4            12.7

  S&P Global Ratings cap rate (%)             5.25            5.25

  Haircut to market value (%)                 30.5            26.1

  S&P Global Ratings loan-to-value ratio
  (before recovery rate adjustments; %)      108.4            95.4

*Includes GBP51,000 other income which was previously broken out.

Other analytical considerations

S&P said, "We also analyzed the transaction's payment structure and
cash flow mechanics. We assessed whether the cash flow from the
securitized assets would be sufficient, at the applicable rating,
to make timely payments of interest and ultimate repayment of
principal by the legal maturity date of the fixed-rate notes, after
considering available credit enhancement and allowing for
transaction expenses and external liquidity support."

As of the August 2023 IPD, the available GBP and EUR liquidity
reserves were GBP1.6 million and EUR600,000, respectively. No
liquidity drawings have been made.

The legal final maturity of the notes is not until 2038. S&P
therefore generally views loan extensions as credit neutral in this
transaction.

S&P's analysis also included a full review of the legal and
regulatory risks, operational and administrative risks, and
counterparty risks. S&P's assessment of these risks has been
unchanged since closing and is commensurate with the ratings.

Rating actions

S&P's ratings on the class C1/C2 and D1/D2 notes address the
issuer's ability to meet timely interest payments and principal
repayments no later than the legal final maturity in November 2038.
The ratings on the class E and F notes address the ultimate payment
of principal and interest by the legal final maturity date. Should
there be insufficient funds on any note payment date to make timely
interest payments on the class E and F notes, the interest will be
added to the note principal and will accrue interest at the same
rate as the respective class of notes.

The transaction's performance has improved substantially since
closing as a result of prepayments, which largely repaid the notes
in a sequential order. The EUR notes are overcollateralized, given
the remaining note balance is EUR3.4 million against a EUR loan
balance of EUR12.1 million. For the rated GBP notes, the balance is
GBP36.8 million versus a GBP loan balance of GBP51.5 million.

S&P said, "Additionally, the performance of the properties securing
the three loans has improved since closing. Our S&P values are
between 5%-19% higher. Our upgrades of all classes of notes reflect
these factors.

"Our ratings on the class E and F notes could be higher for credit
reasons. For the class E notes, we notched down by one notch and
for the class F by two notches to reflect the transaction's greater
operational flexibility than typical EMEA CMBS."


VALE BROTHERS: Bought Out of Administration by Baaj Capital Firm
----------------------------------------------------------------
Business Sale reports that Vale Brothers, a Walsall-headquartered
manufacturer of products for the equestrian industry, has been
acquired out of administration.

According to Business Sale, the firm has been acquired by a company
controlled by Baaj Capital in a deal that will maintain UK
manufacturing at its main sites in Walsall and Cardigan, Wales.

The company, which was founded in 1786 and is reported to be the
world's largest manufacturer of horse grooming brushes, posted an
initial notice of intention to appoint administrators in late
September, before filing a second notice earlier this month,
Business Sale relates.

Chris Lewis and Diana Frangou of RSM UK Restructuring Advisory LLP
were ultimately appointed as joint administrators to the company on
Oct. 18 and subsequently secured the sale, following a marketing
process that saw significant interest in the business, Business
Sale discloses.

The company has seen substantial growth over the past 20 years,
making several acquisitions of complementary companies that have
enabled it to add products including whips, saddles, leisure bags,
bridles and horse rugs to its range via sister companies such as
Harry Dabbs, Thermatex and Jeffries Saddlery, Business Sale notes.

Speaking to industry publication Horse & Hound last month, Vale
Brothers Managing Director Peter Wilkes spoke of his optimism that
the company would find a buyer and said that it had been impacted
by COVID-19 and Russia's war in Ukraine, Business Sale recounts.
Mr. Wilkes, as cited by Business Sale, said that the war had led to
material costs increasing by between 10 and 150% and on average by
around 35%.

According to Business Sale, following the successful sale out of
administration, joint administrator Chris Lewis said: ""We are
delighted to secure the sale of the Vale Brothers business in a
short timeframe, following a marketing process that generated
substantial interest.  The restructuring has protected a
significant number of jobs and improves the return to the company's
creditors."



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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