---

       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, November 15, 2023, Vol. 24, No. 229

                           Headlines



A U S T R I A

AMS-OSRAM AG: Fitch Rates Sr. Unsecured Bond Issuance 'BB-(EXP)'
AMS-OSRAM: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg.


B E L G I U M

APOLLO FINCO: EUR402MM Bank Debt Trades at 19% Discount


F R A N C E

PIXIUM VISION: Safeguard Proceedings Converted Into Receivership
RAILCOOP: Enters Receivership, Seeks to Secure Funding
SABELLA: Placed in Receivership Following Financial Woes
SCOTCH & SODA: GAB Files for Receivership in Paris Trade Court
VEOLIA ENVIRONNEMENT: S&P Rates Hybrid Capital Security 'BB+'



G E R M A N Y

CIDRON ATRIUM: EUR615.4MM Bank Debt Trades at 17% Discount


I R E L A N D

AQUEDUCT EUROPEAN 4-2019: Moody's Affirms B2 Rating on Cl. F Notes
ARBOUR CLO XII: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
ARES EUROPEAN X: Fitch Hikes Rating on Class F Notes to 'B+sf'
BERG FINANCE 2021: S&P Raises Class E Notes Rating to 'BB+(sf)'
CLONTARF PARK CLO: Moody's Hikes Rating on EUR25MM D Notes to Ba1

CUMULUS STATIC 2023-1: Moody's Gives (P)Ba3 Rating to Cl. E Notes
RATHLIN RESIDENTIAL 2021-1: DBRS Confirms B Rating on C Notes
USIL EUROPEAN 36: DBRS Confirms B(high) Rating on Class F Notes


L A T V I A

AIR BALTIC: S&P Keeps 'B' Long-Term ICR, On CreditWatch Positive


L U X E M B O U R G

AUNA S.A.: S&P Alters Outlook to Positive, Affirms 'B' ICR
B&M EUROPEAN: Moody's Ups CFR to Ba1, Outlook Stable
BIRKENSTOCK FINANCING: S&P Raises ICR to 'BB-' on Debt Repayment


N E T H E R L A N D S

IHS NETHERLANDS: Fitch Affirms 'B+' Senior Unsecured Notes Rating
SCHOELLER PACKAGING: Moody's Alters Outlook on 'Caa2' CFR to Pos.


S P A I N

CORPORACION GRUPO: DBRS Places B(high) Issuer Rating Under Review


S W I T Z E R L A N D

GLOBAL BLUE: S&P Assigns 'B' Issuer Credit Rating, On Watch Pos.


U N I T E D   K I N G D O M

AMPHORA FINANCE: GBP401.5MM Bank Debt Trades at 55% Discount
ATLAS FUNDING 2022-1: S&P Raises E-Dfrd Notes Rating to 'BB+ (sf)'
B&M EUROPEAN: S&P Raises ICR to 'BB+' on Expected Earnings Growth
CO-OPERATIVE BANK: Moody's Rates New Subordinated Notes 'Ba3'
DELTA TOPCO: Fitch Affirms 'BB' LT IDR, Alters Outlook to Positive

ELVET MORTGAGES 2023-1: DBRS Gives Prov. BB(high) Rating to E Notes
KAGOOL: Goes Into Administration After Decline in IT Investments
ROOTS IN THE SKY: Placed Under Receivership After Loan Default

                           - - - - -


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

AMS-OSRAM AG: Fitch Rates Sr. Unsecured Bond Issuance 'BB-(EXP)'
-----------------------------------------------------------------
Fitch Ratings has assigned ams-OSRAM's AG proposed March 2029
EUR800 million equivalent senior unsecured bond an expected rating
of 'BB-(EXP)'/'RR4'.

The purpose of the bond issuance is to repay existing debt.

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

KEY RATING DRIVERS

FCF Pressure Eases in 2024: The construction of a new
semi-conductor facility in Malaysia means the material spike in
capex that began in 2022 will lead to significant cash burn in 2023
and places pressure on the capital structure. Fitch estimates that
ams-Osram's free cash flow (FCF) margin will likely only return to
above 1%, the present downgrade sensitivity, in 2025, as capex
returns to close to management's target of around 10% of revenue.

The company's liquidity position and the recent measures taken to
boost it, mean that it has adequate capacity to withstand these
pressures in the short term, but if they persist for longer than
expected, it could result in rating pressure.

Refinancing Will Boost Capital Structure: Recent actions taken to
strengthen the balance sheet will provide headroom to the current
rating and give the company time to implement its restructuring
plans. Fitch expects that the already-approved EUR800 million
equity injection and sale and lease back of assets totalling EUR450
million will be primarily applied towards debt repayment.

Fitch also assumes that the company will successfully refinance its
2025 maturities through the announced issuance and possibly further
small debt issues in 2024. Additional liquidity and debt repayment
capacity may also be gained from non-core asset disposals in 2024.
Fitch expects that by end-2024, the company's net debt is likely to
structurally decline to around EUR1.1 billion, from EUR2.4 billion
presently.

Gradual Earnings Recovery: Fitch estimates the company's
Fitch-calculated EBITDA margin will be around 13% in 2023, from
13.4% in 2022 and much decreased from the high teens in the
previous two years. A combination of weakness in some key
end-markets such as consumer and automotive as well as inflation
and supply chain constraints have resulted in material
underperformance in profitability.

Fitch expects the company's earnings margins to recover in 2024 to
around 16% as markets recover and cost-cutting efforts show
results. The company has the capacity to raise its EBITDA margins
to over 20% in the medium to long term, but this will require a
combination of stronger markets and internal efficiencies.

Deleveraging Essential to Rating: ams-OSRAM needs to show a clear
deleveraging path and momentum for the Outlook to remain Stable. As
a result of weaker earnings, Fitch expects the company's gross
EBITDA leverage to be around 5.5x, well above the present downgrade
sensitivity of 4x. However, as earnings recover from 2024, and as
debt is reduced, Fitch expects gross leverage to improve to around
3.5x at end-2024 and continue to improve in subsequent years.

Exposure to Growth End-Markets: ams-OSRAM maintains good positions
in focused growth end-markets such as automotive, industrial and
medical devices and consumer applications. Some of these have
exhibited weak demand recently and others offer unpredictable
short-term demand visibility, but most have good structural
long-term growth trajectories.

Ownership Structure Rating Neutral: The rating factors in Fitch's
assumption that ams's ownership stake in OSRAM will not materially
change from the current approximately 86% in the short to medium
term. This leads to cash leakage from paying fixed dividends to
OSRAM minority shareholders of around EUR35 million per year and
therefore lower margins (the EBITDA and funds from operations (FFO)
margin impact is expected to be around 1%). This results in a
somewhat structurally weaker financial profile but does not have a
negative impact on the rating.

DERIVATION SUMMARY

ams-OSRAM's credit profile is broadly in line with that of
diversified industrial peers rated in the 'BB' category, given the
company's leading share in global automotive and sensor solutions,
reasonable geographic concentration and strong, albeit more
volatile, profitability and cash flow generation. It compares
favourably with US technological 'BB' category peers in
profitability and cash flow margins, but has higher leverage and
customer concentration.

The closest peers in the diversified industrials sector are KION
GROUP AG and GEA Group Aktiengesellschaft(both BBB/Stable), which
are larger and more diversified, but have significantly lower
profitability, with EBITDA margins typically closer to around 10%.
Leverage at KION and GEA is usually in the range of 0.5x-2x,
somewhat better than at ams-OSRAM, and a key rating
differentiator.

Microchip Technology Inc. (BBB/Positive), STMicroelectronics N.V.
(BBB+/Stable) NXP Semiconductors N.V. (BBB/Stable), all have
significantly higher EBITDA margins and FFO margins then ams-OSRAM.
They also all have currently better leverage profiles ranging from
around 2x for NXP Semiconductors N.V. to STMicroelectronics N.V.
which is under 1x. However, Fitch expects ams-OSRAM to move close
to this range over the medium term.

KEY ASSUMPTIONS

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

- Revenue growth will be equally driven by the three segments:
low-double digits forecast for automotive growth, high single-digit
growth in consumer products and mid-single digit forecast for the
industrial and medical segment

- Margins to improve over forecast period from completed asset
disposals in high opex segments, increased plant utilisation and
cost reduction through re-establishing the base programme

- Capex at around 24% of revenue in 2023 before reducing to and 10%
per year between 2024 and 2027

- Successful completion of the refinance programme including EUR800
million rights offer in 2023

- Around EUR200 million of debt issued in 2024

- Sale and lease back of assets for EUR450 million, to close in the
next six months;

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

- FCF margin above 3%

- Improved diversification of the customer base

- Gross debt / EBITDA under 3x

Factors that could, individually or collectively, lead to negative
rating action/upgrade:

- FCF margin below 1%

- Gross debt/EBITDA above 4x

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: At end-3Q23, ams-Osram had EUR591 million of
freely available cash, after adjusting for EUR100 million for
working capital swings and intra-year needs. The company also
benefits from a EUR800 million undrawn committed revolving credit
facility with a 2026 maturity.

The company keeps a high level of cash on its balance sheet as well
as the revolving credit facility as a contingency in case the
remaining OSRAM minority shareholders put their shares to
ams-OSRAM. The value of this potential pay-out would be around
EUR616 million, although Fitch does not treat this portion of cash
as restricted, as it does not believe that a meaningful portion of
the minority shares will be put to ams. The company had also
utilised around EUR53 million of its EUR95 million factoring
facility as at December 2022.

In the short to medium term, Fitch expects the company's liquidity
to be boosted by the planned refinancing, equity issue and proceeds
from divestments, as well as improving FCF generation, which Fitch
expects to reach mid-single digits of revenue on a sustainable
basis by end of forecast period.

Debt Structure: The proposed refinancing plan is expected to cover
financing needs until 2025/2026 addressing the existing debt
maturities of EUR2.2 billion consisting of senior unsecured notes
and convertible bond due to mature in 2025 and bank facilities and
a promissory note that are due in 2023/2024. It plans will comprise
of two phases. The first in 2023/2024 will total around EUR1.9
billion and consist of a rights issue placement, new senior
unsecured notes and asset disposals. The second will be an
additional debt issue of EUR350 million in 2024. The result will be
a reduction in debt of around EUR500 million and no maturities due
until 2027.

ISSUER PROFILE

Austria-based ams-OSRAM designs and manufactures semiconductor
sensor and emitter components and high-performance sensor solutions
for applications requiring the highest level of miniaturisation,
integration, accuracy, sensitivity and less power. The company's
products include sensor solutions, sensor integrated circuits,
interfaces and related software for mobile, consumer, industrial,
medical, and automotive markets.

ESG CONSIDERATIONS

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

   Entity/Debt            Rating                  Recovery   
   -----------            ------                  --------   
ams-OSRAM AG

   senior unsecured   LT BB-(EXP) Expected Rating   RR4

AMS-OSRAM: S&P Affirms 'BB-' Issuer Credit Rating, Outlook Neg.
---------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' rating on Austria-based LED
manufacturer ams-OSRAM AG and assigned its 'BB-' issue rating to
the proposed unsecured bond.

S&P said, "The negative outlook reflects our projection of weak
FOCF over the next 12 months. We could downgrade ams if FOCF
remained negative over a longer period or leverage remained above
3.5x in 2024.

"Given the re-financing plan to balance declining revenues and weak
FOCF, we expect leverage to trend below 3.5x by year-end 2024. On
Oct. 20, 2023, ams-OSRAM's shareholders approved the proposed
EUR800 million rights issue to address the recent increase in
leverage. The rights issue is part of the re-financing plan which
was announced in September 2023, which also includes the issuance
of an EUR800 million unsecured bond to address 2025 debt
maturities. We regard the re-financing plan as credit positive, as
it will allow the company to lower its leverage and remain within
the threshold of our 'BB-' rating despite revenue decline and
negative FOCF in recent quarters.

"Revenue and profitability improvement are on the way but will be
slower than previously expected. Following several years of revenue
decline (both organic and due to divestments), we expect a gradual
turnaround to growing topline as we expect recent design wins to
enter production, leading to organic revenue growth and as a result
also an expanding operating margin in coming quarters. For 2023 we
still expect a reported revenue contraction of about 25%, while
excluding divestments we expect an organic decline of about 7% in
2023. In our view, 2024 will be a transformative year for
ams-OSRAM's revenue and profitability trajectory as its integration
with OSRAM has reached completion, the sale of margin-dilutive
noncore assets is expected to be completed, and from the second
half of 2024 we expect to see recent design wins (supported by
recent investments), to start flowing through to revenue, EBITDA,
and cash flows. Therefore, we expect organic revenue growth to turn
positive in 2024 at about 4% (still negative on a reported basis
due to continued divestments). As a result, we now expect the S&P
Global Ratings-adjusted EBITDA margin to trend above 20% in 2024
compared with 18% in 2023. However, this is a less pronounced
improvement than in our previous base case from February 2023,
which projected an S&P Global Ratings-adjusted EBITDA margin of 26%
for 2024.

"We have revised downward our FOCF expectations for 2024, on the
back of a more gradual turnaround of revenue growth and still large
investment needs. To lay the foundation for future revenue and
EBIDTA growth, the company has been investing in capacity, in
particular a new factory in Malaysia for production of its new LED
and Micro-LED solutions. This is the primary reason behind capital
expenditure (capex) reaching 25% of sales in 2023. We then expect a
gradual decline in capex to sales toward 10%, but still elevated in
2024 at about 15% of sales. The high capex combined with the
declining revenue base leads to our expectations of continued
negative reported FOCF in 2024 (positive on an S&P Global
Ratings-adjusted basis excluding interest lease payments).

"Strategic asset alignment, increased capacity, and recent design
wins will drive revenue growth and profitability improvements. By
2025, we expect that the company will benefit from a better product
mix as well as having the capacity to accommodate larger production
volumes related to recent design wins. We expect a gradual
improvement toward the 2026 guidance of an adjusted EBIT margin of
15%, which we expect will translate into an S&P Global
Ratings-adjusted EBITDA margin trending above 25%. Combined with
the long-term capex target of 10% of sales, we expect this would
lead to FOCF gradually improving toward 15% by year-end 2025.

"Macroeconomic uncertainty and geopolitical risks could slow the
growth trajectory. We continue to see some macroeconomic headwinds
and a slowdown in discretionary spending, which could affect the
sales trajectory, particular the consumer segment. In addition, we
note that about 20% of revenues are derived from China and that
global supply chains could be interrupted by geopolitical risks and
tensions. That said, in our view, the company has alternative
sources, but they would likely be more expensive. There is also
some uncertainty regarding the automotive outlook and inventory
re-stacking, but we would expect electric vehicles to be well
positioned and these typically are built with a wide range of
emitter and sensor-driven applications.

"The negative outlook reflects our projection of negative FOCF over
the next 12 months. We could downgrade ams if FOCF remained
negative over a longer period or if leverage remained above 3.5x in
2024."

S&P could lower the rating if ams-OSRAM's EBITDA growth slowed
against its base-case scenario, resulting in adjusted debt to
EBITDA above 3.5x in 2024 and sustainably more negative FOCF than
currently planned. This could result from:

-- Continued revenue decline due to unexpected loss of market
share or declining market demand, or supply chain or distributors'
inventory disruption;

-- Weaker profitability than in our base case, with the group
facing cost pressure from inflation and overcapacity;

-- Capex remaining elevated for a prolonged period;

-- The financing plan, including the rights issue and the bond
issuance, not materializing as planned.

S&P said, "We could revise the outlook to stable if the company
maintained leverage below 3.5x while at the same time improving
FOCF to debt above 5%. This would stem from turning around the
revenue trajectory and sustaining revenue growth, coupled with
profitability improvement as ams-OSRAM finalizes its integration of
OSRAM and sells noncore and low profitability assets leading to a
stronger revenue base and product mix."




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

APOLLO FINCO: EUR402MM Bank Debt Trades at 19% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Apollo Finco BV is
a borrower were trading in the secondary market around 81.0
cents-on-the-dollar during the week ended Friday, November 10,
2023, according to Bloomberg's Evaluated Pricing service data.

The EUR402.4 million facility is a Term loan that is scheduled to
mature on October 8, 2028.  

Apollo Finco BV was established in June 2021. It is a unit of
Apollo Bidco. The Company's country of domicile is Belgium.




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

PIXIUM VISION: Safeguard Proceedings Converted Into Receivership
----------------------------------------------------------------
Pixium Vision SA (Euronext Growth Paris - FR001400JX97; Mnemo:
ALPIX), a bioelectronics company developing innovative vision
systems to enable patients who have lost their sight to live more
independent lives, on Nov. 13, announced the conversion of the
safeguard proceedings (procedure de sauvegarde) which has been in
place since October 9, 2023 into receivership (redressement
judiciaire).

As announced on October 18, 2023, in the absence of a solution to
strengthen its financial situation and secure its cash runway
during the safeguard proceedings, Pixium together with the
court-appointed administrators, filed a request with the Commercial
Court of Paris for the conversion of the safeguard proceedings into
receivership.  This request was examined and approved by the
Commercial Court of Paris at the hearing of November 13, 2023.

In this context, Pixium reiterates that a bidding process for the
purpose of finding buyers to acquire the Company's business has
been published by the court-appointed administrators on
October 20, 2023 and that the deadline for the submission of offers
has been set to November 20, 2023 at 12:00 p.m. (noon).

Interested candidates are invited to contact the court-appointed
administrators, SCP Abitbol & Rousselet, represented by Joanna
Rousselet, and Selarl FHB, represented Helene Bourbouloux.

Access to an electronic data room will be granted once the
candidate has signed a confidentiality agreement and submitted a
brief presentation of interest.

The Company draws investors' attention to the possibility that, in
the event of a court-order plan to sell off all or part of the
Company's assets, the price offered may not allow shareholders to
be reimbursed in full or in part.

The market will be regularly informed on the progress of the
procedure and, more generally, on the financial situation of
Pixium.

                    About Pixium Vision

Pixium Vision is creating a world of bionic vision for those who
have lost their sight, enabling them to regain visual perception
and greater autonomy. Pixium Vision's bionic vision systems are
associated with a surgical intervention and a rehabilitation
period. Prima System sub-retinal miniature photovoltaic wireless
implant is in clinical testing for patients who have lost their
sight due to outer retinal degeneration, initially for atrophic dry
age-related macular degeneration (dry AMD). Pixium Vision
collaborates closely with academic and research partners, including
some of the most prestigious vision research institutions in the
world, such as Stanford University in California, Institut de la
Vision in Paris, Moorfields Eye Hospital in London, Institute of
Ocular Microsurgery (IMO) in Barcelona, University hospital in
Bonn, and UPMC in Pittsburgh, PA. The Company is EN ISO 13485
certified and qualifies as "Entreprise Innovante" by Bpifrance.


RAILCOOP: Enters Receivership, Seeks to Secure Funding
------------------------------------------------------
David Burroughs at International Railway Journal reports that
French cooperative Railcoop entered receivership on Oct. 16, with
the operator lacking available cash to pay its creditors.

According to IRJ, it will now undergo a six-month "period of
observation," during which time it is hoped that further funding
for the company can be secured.

At a meeting on Oct. 7, 85% of shareholders voted to continue
activities and to pursue negotiations with venture capital company
Serena Partners to secure enough money to carry out Railcoop's
plans to launch a passenger service from Bordeaux to Limoges and on
to Lyon, IRJ relates.

A total of 800 shareholders also agreed to provide further capital
to the company, IRJ discloses.

Railcoop launched a daily common-user freight service between
Capdenac and Toulouse Saint Jory in November 2021.

The train often ran completely empty "to show that the company
could run a reliable service" and never carried more than a few
pallets for a chocolate manufacturer before it ceased operation on
April 30, IRJ recounts.

At the time Railcoop said it was shifting its focus to the launch
of passenger trains in 2024, IRJ notes.


SABELLA: Placed in Receivership Following Financial Woes
--------------------------------------------------------
Amir Garanovic at Offshore Energy reports that French tidal energy
company Sabella has been placed in a receivership following several
months of dealing with financial difficulties.

The company has been placed under the protection of the Quimper
court as part of the receivership expected to last for the period
of six months, Offshore Energy relays, citing the French media.

According to Offshore Energy, the reports state Sabella has around
20 employees and is currently working with the regional and other
partners to resolve the situation and secure funding to continue
with its operation.

The blame is put to the lack of appropriate government policies and
route to market for tidal energy industry, causing the investors to
pause the financing for companies operating in the sector, Offshore
Energy discloses.


SCOTCH & SODA: GAB Files for Receivership in Paris Trade Court
--------------------------------------------------------------
Marion Deslandes at Fashion Network reports that Belgian group
Alain Broekaert (GAB) is seeking to initiate receivership
proceedings for the French subsidiary of Dutch fashion brand Scotch
& Soda, which GAB acquired less than six months ago and which
operates 24 stores in France, FashionNetwork.com has been told by
Scotch & Soda France.

Dutch womenswear, menswear and childrenswear brand Scotch & Soda
was bought by US group Bluestar Alliance in March 2023, after the
brand filed for bankruptcy in the Netherlands, where it was founded
in 1985, Fashion Network recounts.  Scotch & Soda's operations in
France, which had hitherto been managed directly, were taken over
in May by GAB, which distributes various fashion labels in the
Benelux region, Fashion Network notes.

However, GAB has not yet managed to turn Scotch & Soda's French
business around, having to deal with significant operating losses
and sizeable rent arrears, Fashion Network states.  This has caused
the company to stop paying creditors, according to Fashion Network.
GAB has therefore filed for receivership with the Paris trade
court, Fashion Network relays, citing a GAB spokesperson.

October wages have not yet been paid to the company's 117 French
employees, pending the start of receivership proceedings, stated
the company, confirming a report by an anonymous source, Fashion
Network relates.

According to management, Scotch & Soda France "has enough cash to
finance the [court's] monitoring period."  GAB, Fashion Network
says, is currently set to draw up a recovery plan, which will
involve the closure of unprofitable stores, and is therefore not
inclined to sell.

Scotch & Soda first entered the French market in 2009, and is
currently operating 24 monobrand stores in the country, including
three outlet stores.


VEOLIA ENVIRONNEMENT: S&P Rates Hybrid Capital Security 'BB+'
-------------------------------------------------------------
S&P Global Ratings assigned its 'BB+' long-term issue rating to the
undated, optionally deferrable, and deeply subordinated hybrid
capital security to be issued by France-based utility Veolia
Environnement S.A. (Veolia; BBB/Stable/A-2).

Veolia issued a EUR600 million, junior, subordinated, perpetual
hybrid security to fully refinance the Suez legacy hybrid with a
first call date in April 2024. The new instrument's first reset
date is in February 2029 (5.25 years).

S&P considers the security to have intermediate equity content
until its first reset date (February 2029) because it meets its
hybrid capital criteria in terms of its subordination, perpetual
nature, and optional interest deferability during this period.

S&P arrived at its 'BB+' issue rating by notching down from its
'BBB' long-term issuer credit rating on Veolia. The two-notch
differential between the ratings reflects our notching methodology,
which calls for:

-- A one-notch deduction for subordination because the issuer
credit rating on Veolia is investment grade ('BBB-' or above); and

-- An additional one-notch deduction for payment flexibility to
reflect the optional interest deferral.

S&P said, "In addition, due to what we see as the intermediate
equity content of the security, we allocate 50% of the related
payments on this security as a fixed charge and 50% as equivalent
to a common dividend, in line with our hybrid capital criteria. The
50% treatment (of principal and accrued interest) also applies to
our debt adjustment."

Although the security is perpetual, it can be called at any time
for tax, substantial repurchase, equity, credit rating, or
accounting events. Furthermore, Veolia can redeem it for cash as of
the first call date and every five years thereafter. If any of
these events occur, the company intends to replace the instrument,
although it is not obliged to do so. S&P believes Veolia intends to
keep the security to strengthen its balance sheet.

The interest to be paid on the security will increase by 25 basis
points (bps) from February 2034, with a further 75-bps increase in
February 2049. S&P considers the cumulative 100 bps as a material
step-up that is currently unmitigated by any commitment to replace
the instrument at that time. This step-up provides an incentive for
Veolia to redeem the instrument on the call date.

Key Factors In S&P's Assessment Of The Instrument's Deferability

S&P said, "In our view, Veolia's option to defer payment of
interest on the security is discretionary. This means that the
company may elect not to pay accrued interest on an interest
payment date because it has no obligation to do so. However, any
outstanding deferred interest payment will have to be settled in
cash if Veolia declares or pays an equity dividend or interest on
equal-ranking securities, as well as if Veolia or its subsidiaries
redeem or repurchase shares or equal-ranking securities. This is a
negative factor in our assessment of equity content. That said,
it's acceptable under our rating methodology because once the
issuer has settled the deferred amount, it can choose to defer
payment on the next interest payment date."

Veolia retains the option to defer coupons throughout the
instrument's life. The deferred interest on the security is
cash-cumulative and will ultimately be settled in cash.

Key Factors In S&P's Assessment Of The Instrument's Subordination

The security (and coupon) is intended to be a direct, unsecured,
and deeply subordinated obligation of Veolia. The security ranks
junior to all unsubordinated obligations, ordinary subordinated
obligations, and prets participatifs (equity loans), and it is only
senior to common and preferred shares. However, as per S&P's
criteria, it only subtracts one notch for the deep subordination.


  ISSUER OF HYBRIDS OUTSTANDING

   NOMINAL                NONCALL   
   AMOUNT     ISSUANCE    PERIOD   S&P GLOBAL RATINGS'   ISSUE  
  (MIL. EUR)    DATE     (YEARS)   EQUITY CONTENT        RATING


  Veolia Environnment S.A.


     600      Nov. 2023      5.25     Intermediate         BB+

  Veolia Environnment S.A.

     850      Oct. 2020      5.5      Intermediate         BB+

  Veolia Environnment S.A.


     1,150    Oct. 2020      8.5      Intermediate         BB+

  Veolia Environnment S.A.

     500      Nov. 2021      6.25     Intermediate         BB+

  Legacy Suez S.A. hybrids*

  Suez S.A.

     600      April 2017     7        Minimal following    NR
                                      refinancing

  Suez S.A.

     500      Sept. 2019     7        Intermediate         NR

  Total stock hybrids Veolia Group pro-forma

     3,600    --             --       --                   --

  NR--Not rated.




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

CIDRON ATRIUM: EUR615.4MM Bank Debt Trades at 17% Discount
----------------------------------------------------------
Participations in a syndicated loan under which Cidron Atrium SE is
a borrower were trading in the secondary market around 83.5
cents-on-the-dollar during the week ended Friday, November 10,
2023, according to Bloomberg's Evaluated Pricing service data.

The EUR615.4 million facility is a Term loan that is scheduled to
mature on February 26, 2025.  The amount is fully drawn and
outstanding.

Cidron Atrium SE operates as a special purpose entity. The Company
was formed for the purpose of issuing debt securities to repay
existing credit facilities, refinance indebtedness, and for
acquisition purposes. The Company's country of domicile is
Germany.




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

AQUEDUCT EUROPEAN 4-2019: Moody's Affirms B2 Rating on Cl. F Notes
------------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Aqueduct European CLO 4-2019 Designated Activity
Company:

EUR30,000,000 Class B-1 Senior Secured Floating Rate Notes due
2032, Upgraded to Aa1 (sf); previously on Oct 15, 2021 Definitive
Rating Assigned Aa2 (sf)

EUR15,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2032,
Upgraded to Aa1 (sf); previously on Oct 15, 2021 Definitive Rating
Assigned Aa2 (sf)

EUR23,300,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to A1 (sf); previously on Oct 15, 2021
Definitive Rating Assigned A2 (sf)

EUR26,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Upgraded to Baa2 (sf); previously on Oct 15, 2021
Definitive Rating Assigned Baa3 (sf)

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

EUR244,000,000 Class A Senior Secured Floating Rate Notes due
2032, Affirmed Aaa (sf); previously on Oct 15, 2021 Definitive
Rating Assigned Aaa (sf)

EUR20,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed Ba2 (sf); previously on Oct 15, 2021
Affirmed Ba2 (sf)

EUR11,800,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2032, Affirmed B2 (sf); previously on Oct 15, 2021
Affirmed B2 (sf)

Aqueduct European CLO 4-2019 Designated Activity Company,
originally issued in July 2019 and refinanced in October 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured/mezzanine European loans. The
portfolio is managed by HPS Investment Partners CLO (UK) LLP. The
transaction's reinvestment period will end in Jan 2024.

RATINGS RATIONALE

The rating upgrades on the Class B-1, B-2, C and D notes are
primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in January
2024.

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

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

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

Performing par and principal proceeds balance: EUR398,257,977

Diversity Score: 61

Weighted Average Rating Factor (WARF): 2944

Weighted Average Life (WAL): 3.97 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.83%

Weighted Average Coupon (WAC): 4.97%

Weighted Average Recovery Rate (WARR): 44.87%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: Once reaching the end of the
reinvestment period in January 2024. The main source of uncertainty
in this transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings.

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


ARBOUR CLO XII: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
-----------------------------------------------------------------
Fitch Ratings has assigned Arbour CLO XII DAC expected ratings. The
assignment of final ratings is contingent on the receipt of
documentation conforming to information already reviewed.

   Entity/Debt            Rating           
   -----------            ------           
Arbour CLO XII DAC

   A XS2688506869     LT AAA(EXP)sf  Expected Rating
   B1 XS2688508212    LT AA(EXP)sf   Expected Rating
   B2 XS2688508568    LT AA(EXP)sf   Expected Rating
   C XS2688509020     LT A(EXP)sf    Expected Rating
   D XS2688509459     LT BBB-(EXP)sf Expected Rating
   E XS2688509616     LT BB-(EXP)sf  Expected Rating
   F XS2688509707     LT B-(EXP)sf   Expected Rating
   M XS2688509889     LT NR(EXP)sf   Expected Rating
   Sub XS2688510200   LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Arbour CLO XII DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second lien loans, first-lien last-out loans and
high-yield bonds. Note proceeds will be used to fund a portfolio
with a target par of EUR425 million. The portfolio will be managed
by Oaktree Capital Management, L.P. The collateralised loan
obligation (CLO) will have a 4.5-year reinvestment period and an
8.5-year weighted-average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The Fitch
weighted-average rating factor (WARF) of the identified portfolio
is 25.0.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch
weighted-average recovery rate (WARR) of the identified portfolio
is 63.4%.

Diversified Portfolio (Positive): The transaction will have two
matrices effective at closing corresponding to the 10 largest
obligors at 20% of the portfolio balance and fixed-rate asset
limits at 7.5% and 15% of the portfolio. It has two forward
matrices corresponding to the same top 10 obligor and fixed-rate
asset limits, which will be effective one year after closing,
provided the aggregate collateral balance (including defaults at
Fitch-calculated collateral value) is at least at the reinvestment
target par balance.

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

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

Cash Flow Modelling (Positive): The WAL used for the transaction's
Fitch-stressed portfolio and matrices analysis is 12 months less
than the WAL covenant. This is to account for structural and
reinvestment conditions after the reinvestment period, including
passing the over-collateralisation and the Fitch 'CCC' limit tests
after reinvestment, among other factors. Fitch believes these
conditions will reduce the effective risk horizon of the portfolio
during the stress period.

RATING SENSITIVITIES

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

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

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

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

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except the 'AAAsf' rated notes.

During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, leading
to the ability of the notes to withstand larger-than-expected
losses for the remaining life of the transaction. 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

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

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


ARES EUROPEAN X: Fitch Hikes Rating on Class F Notes to 'B+sf'
--------------------------------------------------------------
Fitch Ratings has upgraded Ares European CLO X DAC's class B-1-R to
F notes and affirmed the class A-R notes. The Outlooks are Stable.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Ares European
CLO X DAC

   A-R XS2347648706     LT AAAsf  Affirmed   AAAsf
   B-1-R XS2347649340   LT AA+sf  Upgrade    AAsf
   B-2-R XS2347650199   LT AA+sf  Upgrade    AAsf
   C-R XS2347650785     LT A+sf   Upgrade    Asf
   D-R XS2347651247     LT BBB+sf Upgrade    BBBsf
   E XS1859496645       LT BB+sf  Upgrade    BBsf
   F XS1859495670       LT B+sf   Upgrade    Bsf

TRANSACTION SUMMARY

Ares European CLO X DAC is a securitisation of mainly senior
secured loans (at least 96%) with a component of senior unsecured,
mezzanine, and second-lien loans. The portfolio is actively managed
by Ares European Loan Management LLP. The transaction exited its
reinvestment period in April 2023.

KEY RATING DRIVERS

Reinvesting Transaction: The manager can continue to reinvest
unscheduled principal proceeds and sale proceeds from
credit-impaired and credit-improved obligations after the
transaction exited its reinvestment period in April 2023, subject
to compliance with the reinvestment criteria.

Given the manager's ability to reinvest, its analysis is based on a
stressed portfolio. Fitch has applied a haircut of 1.5% to the
weighted average recovery rate (WARR) as the calculation in the
transaction documentation is not in line with the agency's current
CLO Criteria.

Stable Performance; Shorter Life: The rating actions reflect a
shorter weighted average life (WAL) since its last review December
2022 and therefore a shorter risk horizon, as well as stable asset
performance. The transaction is currently 0.4% above 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 4.4%, according to the latest trustee report, and the
portfolio has EUR2.4 million in defaulted assets.

The transaction has a manageable proportion of assets with
near-term maturities, with approximately 1.4% of the portfolio
maturing before end-2024, and 8.3% maturing in 2025, and in view of
the large default-rate cushions for each class of notes. The
default-rate buffers should enable the notes to absorb further
defaults in the portfolio, hence supporting the Stable Outlook of
each notes.

'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 26.1. The WARF of
the Fitch-stressed portfolio, for which the agency has notched down
entities on Negative Outlook by one rating level, was 27.4.

High Recovery Expectations: Senior secured obligations comprise
100% 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 62.1%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 11.7%, and no obligor represents more than 1.4% of
the portfolio balance, as reported by the trustee. Exposure to the
three-largest Fitch-defined industries is 29.3% as calculated by
Fitch. Fixed-rate assets reported by the trustee are at 5.8% 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 notes except the class F notes, which
would see a downgrade of no more than two notches.

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-1-R, B-2-R and E notes
display a rating cushion of one notch and the class D and F notes
of three notches. The class A and C 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 four
notches.

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

A 25% reduction of the mean RDR and a 25% increase in the RRR
across all ratings of the Fitch-stressed portfolio would lead to
upgrades of up to four notches for the rated notes, except for the
'AAAsf' rated notes.

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

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.


BERG FINANCE 2021: S&P Raises Class E Notes Rating to 'BB+(sf)'
---------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Berg Finance 2021
DAC's class B notes to 'AA+ (sf)' from 'AA (sf)', C notes to 'AA
(sf)' from 'A+ (sf)', D notes to 'A (sf)' from 'BBB+ (sf)', and E
notes to 'BB+ (sf)' from 'BB- (sf)'. At the same time, S&P affirmed
its 'AAA (sf)' rating on the class A.

Rating Rationale

S&P said, "The rating actions follow our review of the
transaction's credit and cash flow characteristics. The further
partial prepayment of the Sirocco loan since our previous review in
November 2022 stems from the loan amount allocated to the Dutch
asset and the associated release premium of 119.35%. As a result,
the loan continued to deleverage significantly and had a calculated
loan-to-value (LTV) ratio of 46.0% in October 2023, down from 55.7%
at our previous review. In the meantime, the S&P Global Ratings LTV
ratio has reduced to 76.0% from 83.3%, despite our S&P Global
Ratings value on the remaining property being down slightly.

"We continue to view the transaction's low debt service and
interest coverage as credit negative, especially under the current
higher interest rate environment. We have incorporated this risk in
our analysis accordingly. That said, the effect of the low debt
service and interest coverage is outweighed by the lower leverage
and loan size that resulted from the prepayments."

Transaction Overview

The transaction closed in 2021 and is a pan-European CMBS
transaction, which was originally secured by two loans. One
loan--the Sirocco loan--remains, which has also partially prepaid.
The issuer applied prepayment proceeds pro rata to the notes. The
Dutch property was sold in January this year, leaving one remaining
building in Vienna, Austria in the transaction.

Goldman Sachs Bank Europe SE arranged and underwrote the Sirocco
loan to facilitate the refinancing of a portfolio of four office
properties in Austria, Finland, Germany, and the Netherlands. The
loan had a cutoff loan balance of EUR150.8 million, indicating an
original LTV ratio of 63.5%. Its loan balance is EUR49.9 million on
the October 2023 interest payment date (IPD), following the asset
sales in Finland, Germany, and the Netherlands. Thanks to the
release premium and, to a lesser extent, the amortization, both the
latest reported LTV ratio (46.22%) and debt yield (9.63%) on the
July 2023 IPD have appropriate headroom to the transaction's cash
trap event triggers of 70.99% and 6.75%, respectively.

The loan has a three-year term with an initial maturity date of
April 2024, followed by two one-year extension options. In line
with the loan agreement, its interest-only period expired on the
October 2022 IPD and the current quarterly amortization payment is
0.5% of the loan outstanding for one year until the January 2024
IPD. Thereafter, for one year, a higher amortization rate of 7.5%
will apply. Based on the S&P Global Ratings net cash flow (NCF) and
the current capped interest rate of 1.75% (plus a margin of 3.75%),
the expected interest coverage ratio (ICR) of the loan is about
1.6x and the debt service coverage ratio (DSCR) is 1.1x for the
upcoming 12-month period.

However, without the interest rate cap, the borrower's interest
burden will be much higher and ICR therefore lower. The current
three-month Euro Interbank Offered Rate (EURIBOR) is 3.70%. Adding
the margin would result in a total interest rate of 7.45%. S&P
said, "We believe that the loan may be unable to secure a new
interest rate cap at its maturity in six months given the low DSCR.
If the borrower cannot enter into a new cap agreement, an extension
will not be granted, and the loan amount would become immediately
due and payable. We are therefore giving credit for amortization
only through to the initial maturity date. This assumption is
unchanged since our previous review."

Property Performance

The Sirocco loan is now backed by one office building in northern
Vienna with a current market value of EUR108.7 million (dated
September 2022). This represents a marginal decline against the
market value at our previous review of EUR110.5 million.

The vacancy of the property remains high at 22.8%. CBRE Austria
reports a market vacancy of below 4% for Vienna as a whole.
However, the property is not in a central business district
location and has not shown significant improvements in vacancy
recently. Contractual rental income has increased to EUR5.6 million
from EUR5.4 million about one year ago. According to the valuation
report in 2022, market rent was EUR6.6 million per year, which
compares with a current rent as if fully let of EUR7.3 million.
Absent recent available data on the market rent, we believe the
leases are still generally overrented, which could limit the
property's long-term rental growth.

The asset has a diversified rent roll with 37 unique tenants from a
range of industries including real estate, IT, healthcare,
consulting, and government bodies. Approximately 84% of the space
is office, followed by storage (8.8%). The rest is mainly retail
and parking. The top five tenants account for about 51.0% of the
rent. The weighted-average lease term to first break option (WALTB)
is relatively low, at 3.1 years, and the near-term lease maturities
until end-2024 amount to approximately 30% of the gross rent. S&P
is cautious about the successful renewal of the expiring leases at
a rental rate close to or above their current levels given the
overrented leases in a secondary location of Vienna and overall
uncertainty about future office demands.

Credit Evaluation

The property's S&P Global Ratings NCF is EUR4.3 million. This is
based on a fully let rent of EUR6.6 million, the same as the market
rent but below the current grossed-up rent. S&P said, "We assumed a
22.8% vacancy rate in line with the current reported vacancy. We
then deducted 15.6% of non-recoverable expenses, the same as in our
previous review. We have observed that the non-recoverable expense
ratio has dropped slightly since the last two quarters, but on
average has not changed materially for the whole year."

S&P said, "We maintained the same weighted-average capitalization
rate of 6.3% against the S&P Global Ratings NCF. After deducting 5%
of purchase costs, our S&P Global Ratings value for the portfolio
is EUR65.7 million, 39.5% below the appraised value from September
2022.

"Compared with one year ago, our S&P Global Ratings value has
fallen by 4.4% on a like-for-like basis. This is mainly because we
have assumed a lower fully let rent, capped at the market level,
and also a slightly higher vacancy rate."

  Table 1

  Loan and collateral summary

                         REVIEW AS OF   REVIEW AS OF   AT ISSUANCE

                         NOVEMBER 2023  OCTOBER 2022*  APRIL 2021*

  Data as of             July 2023        July 2022    April 2021
                       investor report investor report

  Senior loan balance     49.9§            90.6          150.8
  (mil. EUR)

  Senior loan-to-value    46.0§            55.7           63.5
  ratio (%)

  Contractual rental        5.6             5.4           5.2†
  income per year
  (mil. EUR)

  Net rental income         4.8             4.5           4.6
  per year (mil. EUR)      

  Vacancy rate (%)         22.8            20.0          15.0

  Market value (mil. EUR) 108.7           110.5         110.5

*Property data refer to the Vienna property only.
§Calculated based on the Oct. 2023 cash management report.
†Only gross rental income available.


  Table 2

  Key assumptions

                         REVIEW AS OF   REVIEW AS OF   AT ISSUANCE

                         NOVEMBER 2023  OCTOBER 2022*  APRIL 2021*

  S&P Global Ratings
  vacancy (%)                  22.8         21.4        15.0

  S&P Global Ratings
  expenses (%)                 15.6         15.6        12.3

  S&P Global Ratings
  net cash flow (mil. EUR)      4.3          4.5         4.9

  S&P Global ratings  
  value (mil. EUR)             65.7         68.8        74.5

  S&P Global Ratings
  cap rate (%)                  6.3          6.3         6.3

  Haircut-to-market value (%)  39.5         37.8        32.6

  S&P Global Ratings
  loan-to-value ratio          76.0         83.3        92.5
  (before recovery rate
    adjustments; %)


*Property data refer to the Vienna property only.

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 floating-rate notes,
after considering available credit enhancement and allowing for
transaction expenses and external liquidity support.

"Given the low ICR and the higher interest rate environment, our
cash flow analysis now shows that interest shortfalls may occur,
and principal may not be repaid in full at higher rating levels
commensurate with the outcome of the credit metrics for the class B
to D notes. We therefore ran our cash flow analysis at the
respective ratings of one notch lower, which consequently passed
for all three classes.

"As of the October 2023 IPD, the available liquidity reserve is
EUR2.0 million. Based on the credit metrics alone, our rating on
the class E notes could be higher. However, this class is not
supported by the liquidity reserve. We therefore do not believe its
credit risk is commensurate with an investment-grade rating.

"As at our previous review, we give amortization credit through to
the initial maturity date. At closing, our amortization credit was
higher (through to the extended maturity date).

"Our analysis also included a full review of the legal and
regulatory risks, operational and administrative risks, and
counterparty risks. Our assessment of these risks remains unchanged
since closing and is commensurate with the ratings."

Rating Actions

S&P said, "Our ratings in this transaction address the timely
payment of interest, payable quarterly, and the payment of
principal no later than the legal final maturity date in April
2033.

"The transaction's overall credit quality has improved due to the
deleveraging, which has followed the partial prepayments. The S&P
Global Ratings LTV ratio has declined to 76.0% (from 83.3%).
However, rising cash flow risks in the transaction constrain the
ratings. We therefore raised our ratings on the class B notes to
'AA+ (sf)' from 'AA (sf)', C notes to 'AA (sf)' from 'A+ (sf)', D
notes to 'A (sf)' from 'BBB+ (sf)', and E notes to 'BB+ (sf)' from
'BB- (sf)'. We affirmed our 'AAA (sf)' rating on the class A
notes."


CLONTARF PARK CLO: Moody's Hikes Rating on EUR25MM D Notes to Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Clontarf Park CLO Designated Activity Company:

EUR21,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aaa (sf); previously on Jul 7, 2023
Upgraded to Aa1 (sf)

EUR20,500,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Aa3 (sf); previously on Jul 7, 2023
Upgraded to A2 (sf)

EUR25,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2030, Upgraded to Ba1 (sf); previously on Jul 7, 2023
Affirmed Ba2 (sf)

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

EUR240,000,000 (Current outstanding amount EUR54,656,273) Class
A-1 Senior Secured Floating Rate Notes due 2030, Affirmed Aaa (sf);
previously on Jul 7, 2023 Affirmed Aaa (sf)

EUR20,000,000 Class A-2A1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Jul 7, 2023 Affirmed Aaa
(sf)

EUR23,000,000 Class A-2A2 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Jul 7, 2023 Affirmed Aaa
(sf)

EUR10,000,000 Class A-2B Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Jul 7, 2023 Affirmed Aaa (sf)

EUR10,750,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2030, Affirmed B1 (sf); previously on Jul 7, 2023
Affirmed B1 (sf)

Clontarf Park CLO Designated Activity Company, issued in July 2017,
is a collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Blackstone Ireland Limited. The transaction's
reinvestment period ended in August 2021.

RATINGS RATIONALE

The rating upgrades on the Class B, C and D notes are primarily a
result of the deleveraging of the senior notes following
amortisation of the underlying portfolio since the last rating
action in July 2023.

The affirmations on the ratings on the Class A-1, A-2A1, A-2A2,
A-2B and E notes are primarily a result of the expected losses on
the notes remaining consistent with their current rating levels,
after taking into account the CLO's latest portfolio, its relevant
structural features and its actual over-collateralisation ratios.

The Class A-1 notes have paid down by approximately EUR45.1 million
(18.8%) since the last rating action in July 2023 and EUR185.3
million (77.2%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated October 2023 [1]
the Class A, Class B, Class C and Class D OC ratios are reported at
176.83%, 152.2%, 134.0% and 117.0% compared to June 2023 [2] levels
of 165.5%, 145.5%, 130.2% and 115.3% respectively. Moody's notes
that the November 2023 principal payments are not reflected in the
reported OC ratios.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would be maintained. In particular, Moody's assumed
that the deal will benefit from a shorter amortisation profile than
it had assumed at the last rating action in July 2023.

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

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

Performing par: EUR208.4m

Defaulted Securities: EUR2m

Diversity Score: 41

Weighted Average Rating Factor (WARF): 3202

Weighted Average Life (WAL): 2.63 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.50%

Weighted Average Coupon (WAC): 3.04%

Weighted Average Recovery Rate (WARR): 45.09%

Par haircut in OC tests and interest diversion test:  0.82%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank and swap providers,
using the methodology "Moody's Approach to Assessing Counterparty
Risks in Structured Finance" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

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

Additional uncertainty about performance is due to the following:

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

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

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

CUMULUS STATIC 2023-1: Moody's Gives (P)Ba3 Rating to Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Cumulus
Static CLO 2023-1 DAC (the "Issuer")

EUR220,200,000 Class A Senior Secured Floating Rate Notes due
2033, Assigned (P)Aaa (sf)

EUR23,500,000 Class B Senior Secured Floating Rate Notes due 2033,
Assigned (P)Aa1 (sf)

EUR16,300,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)A2 (sf)

EUR17,600,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)Baa3 (sf)

EUR16,600,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2033, Assigned (P)Ba3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

The Issuer is a static CLO. The issued notes will be collateralized
primarily by broadly syndicated senior secured corporate loans.
Moody's expect the portfolio to be 100% ramped as of the closing
date.

Blackstone Ireland Limited may sell assets on behalf of the Issuer
during the life of the transaction. Reinvestment is not permitted
and all sales and principal proceeds received will be used to
amortize the notes in sequential order.

In addition to the five classes of notes rated by Moody's, the
Issuer will issue EUR24,900,000 of Subordinated Notes which are not
rated.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology underlying the rating action:

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

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

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

Moody's modeled the transaction using a cash flow model based on
the Binomial Expansion Technique, as described in Section 2.3 of
the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2021.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR325,000,000

Diversity Score: 60

Weighted Average Rating Factor (WARF): 2811

Weighted Average Spread (WAS): 3.75% (actual spread vector of the
portfolio)

Weighted Average Coupon (WAC): 3.55% (actual spread vector of the
portfolio)

Weighted Average Recovery Rate (WARR): 44.6%

Weighted Average Life (WAL): 4.37 years (actual amortization vector
of the portfolio)


RATHLIN RESIDENTIAL 2021-1: DBRS Confirms B Rating on C Notes
-------------------------------------------------------------
DBRS Ratings GmbH took the following credit rating actions on the
notes issued by Rathlin Residential 2021-1 DAC (the Issuer):

-- Class A Notes upgraded to A (sf) from A (low) (sf)
-- Class B Notes confirmed at BB (sf)
-- Class C Notes confirmed at B (sf)

All trends are Stable.

The transaction represents the issuance of Class A, Class B, Class
C, Class Z1, and Class Z2 notes (collectively, the notes). The
credit rating on the Class A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
final legal maturity date. The credit ratings on the Class B and
Class C Notes address the ultimate payment of interest and
principal. DBRS Morningstar's credit ratings do not address payment
of additional note payments (as defined in the transaction
documents). DBRS Morningstar does not rate the Class Z1 or Class Z2
notes.

The Issuer used proceeds from the issuance of the notes to purchase
a first-charge portfolio composed of nonperforming, semiperforming,
and reperforming Irish residential mortgage loans originated by
Ulster Bank Ireland DAC with a total outstanding balance of EUR
645.7 million as of July 31, 2021 (the portfolio).

Pepper Finance Corporation (Ireland) DAC (the administrator)
conducts the servicing and administration of the portfolio.

CREDIT RATING RATIONALE

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

-- Transaction performance: Assessment of the portfolio recoveries
as of August 2023, with a focus on (1) a comparison between actual
gross collections and the administrator's initial business plan
forecast, (2) recovery performance observed over the past months,
(3) the historical collections trend and average pay rate recorded
in the last six months, and (4) a comparison between current
performance and DBRS Morningstar's expectations.

-- Portfolio characteristics: The loan pool composition as of
August 2023 and the evolution of its core features, including the
portfolio breakdown by arrears status and the observed increase in
the share of reperforming loans since issuance.

-- Transaction liquidating structure: The order of priority
entails a fully sequential amortization of the notes (i.e., the
Class B Notes will begin to amortize following the full repayment
of the Class A Notes, the Class C Notes will amortize following the
full repayment of the Class B Notes, and the Class Z1 and the Class
Z2 notes will begin to amortize following the full repayment of all
the rated notes—except for cases in which the Class Z1 notes may
receive amounts from interest rate cap reductions). Additionally,
the repayment of interest on the Class B Notes is fully
subordinated to the repayment of both interest and principal on the
Class A Notes, and the repayment of interest on the Class C Notes
has a lower ranking to the payments due on the Class B Notes.

-- Liquidity support: The transaction benefits from a liquidity
structure that entails the existence of three reserve funds
available to mitigate temporary collection shortfalls on the
payment of (1) senior costs and interest on the Class A Notes, (2)
interest on the Class B Notes, and (3) interest on the Class C
Notes.

TRANSACTION AND PERFORMANCE

According to the latest investor report dated September 2023, the
principal amounts outstanding on the Class A, Class B, Class C,
Class Z1, and Class Z2 notes were equal to EUR 184.7 million, EUR
24.5 million, EUR 14.5 million, EUR 27.7 million, and EUR 248.9
million, respectively. The balance of the Class A and Class Z1
notes amortized by approximately 41.9% and 25.4%, respectively,
since issuance. The current aggregated transaction balance is equal
to EUR 500.3 million.

As of August 2023, the transaction was performing better than the
administrator's initial expectations. The actual cumulative gross
collections were equal to EUR 143.5 million whereas the
administrator's initial business plan estimated cumulative gross
collections of EUR 72.1 million for the same period.

At issuance, DBRS Morningstar estimated cumulative gross
collections of EUR 39.2 million in the A (low) (sf) stressed
scenario, EUR 42.9 million in the BB (sf) stressed scenario, and
EUR 46.5 million in the B (sf) stressed scenario for the same
period.

Excluding actual collections, the administrator's expected future
collections from September 2023 account for EUR 481.8 million. In a
declining interest rate scenario, the updated DBRS Morningstar A
(sf), BB (sf), and B (sf) credit rating stresses assume a haircut
of 48.1%, 38.2%, and 35.1% to the administrator's executed business
plans, respectively, considering future expected collections.

The transaction benefits from three reserve funds to support
liquidity shortfalls on senior costs, interest due in relation to
the rated notes, and, ultimately, the repayment of principal on the
rated notes, if available:

-- The Class A reserve fund, which was fully funded at closing to
an initial amount equal to 4.0% of the Class A Notes' balance and
amortizes based on the same;

-- The Class B reserve fund, which does not amortize and was fully
funded at closing to an initial amount equal to 7.5% of the Class B
Notes' balance; and

-- The Class C reserve fund, which does not amortize and was fully
funded at closing to an initial amount equal to 11.0% of the Class
C Notes' balance.

Credits to the Class B and Class C reserves are made outside the
waterfall based on the proceeds of the interest rate cap allocated
proportionately to the respective size of the Class B and Class C
Notes relative to the cap notional.

According to the September 2023 investor report, the Class A
reserve was fully funded, the Class B reserve had an outstanding
balance of EUR 0.6 million, and the Class C reserve had an
outstanding balance of EUR 0.3 million.

The final maturity date of the transaction is 27 November 2075.

DBRS Morningstar's credit ratings on the Class A, Class B, and
Class C Notes address the credit risk associated with the
identified financial obligations in accordance with the relevant
transaction documents.

DBRS Morningstar's credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction document(s) that are not financial
obligations.

DBRS Morningstar's long-term credit rating provides opinions on
risk of default. DBRS Morningstar considers risk of default to be
the risk that an issuer will fail to satisfy the financial
obligations in accordance with the terms under which a long-term
obligation has been issued.

Notes: All figures are in euros unless otherwise noted.

USIL EUROPEAN 36: DBRS Confirms B(high) Rating on Class F Notes
---------------------------------------------------------------
DBRS Ratings GmbH confirmed its credit ratings on the following
classes of notes issued by Usil European Loan Conduit No. 36 DAC
(the Issuer):

-- Class RFN Notes at AAA (sf)
-- Class A-1 Notes at AAA (sf)
-- Class A-2 Notes at AAA (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at A (low) (sf)
-- Class D Notes at BBB (sf)
-- Class E Notes at BB (high) (sf)
-- Class F Notes at B (high) (sf)

The trend on all ratings remains Stable.

CREDIT RATING RATIONALE

The credit rating confirmations follow the transaction's stable
performance over the last 12 months (LTM), with no significant
change in rental performance from the last annual review and no
cash trap covenant breaches recorded to date.

The transaction is the securitization of a EUR 723.9 million
floating-rate senior commercial real estate loan (the senior loan)
advanced by both Morgan Stanley Principal Funding, Inc. and Morgan
Stanley Bank, N.A. to borrowers sponsored by Blackstone Group L.P.
(Blackstone, or the sponsor). As per the latest available investor
report released in August 2023, the senior loan's outstanding
balance stood at EUR 691.8 million, which includes a EUR 647.8
million term loan (EUR 679.1 million at issuance) and a EUR 43.9
million capital expenditure (capex) loan (EUR 44.8 million at
issuance). The senior loan refinanced the original acquisition loan
and funded a progressive capex programme. In addition to the senior
loan, the transaction comprised a EUR 112.5 million mezzanine loan
(including an undrawn mezzanine capex facility of EUR 6.9 million),
which is structurally and contractually subordinated to the
securitized senior loan and was repaid in full on 29 April 2022.

The senior loan is backed by a portfolio of 91 remaining properties
(100 at issuance) spread throughout well-developed suburban areas
in Germany. The assets are predominantly light-industrial and
warehouse properties and are part of the Mileway logistics
platform. Nine property sales have occurred since issuance,
resulting in a EUR 32.1 million total repayment on the senior loan
(equal to 4.4% of the senior loan's initial balance).

According to Cushman & Wakefield's (C&W) most recent valuation
dated 31 October 2022, the aggregated market value (MV) of the 91
properties remaining in the securitized portfolio increased to EUR
1,110.6 million from a previous valuation of EUR 1,078.9 million
dated 31 March 2021, though the latter included a 5.0% portfolio
premium and three additional properties sold during the last two
quarters, with a combined MV of EUR 23.6 million under the new
valuation. On a like-for-like basis (i.e., based on the aggregated
91 remaining properties' value without any portfolio premium), the
new valuation represents an increase of 10.6% compared with the
previous one.

The senior loan's deleveraging, combined with the increased
valuation of the remaining properties, resulted in a decrease of
the senior loan's reported loan-to-value ratio (LTV) to 62.3% at
the August 2023 interest payment date (IPD) from 65.6% at the
August 2022 IPD and 66.9% at issuance. The debt yield (DY) has also
improved slightly over the LTM to 8.65% as of August 2023 IPD from
8.40% as of August 2022 IPD. Both metrics are in line with the
cash-trap covenants set at 71.16% LTV and at 8.00% DY,
respectively.

According to the servicer report for the August 2023 IPD,
contracted rent has increased by 3.9% over the LTM to EUR 68.4
million as of August 2023 from EUR 65.8 million as of August 2022,
despite three properties sold in between and a jump in physical
vacancy to 19.99%. Among the properties that contributed most to
the increase in vacancy were the An der Breiten Wiese 3-5 property
in Hannover, which became fully vacant after its single tenant
decided to vacate its 38,904 square meters (sqm) of lettable area
at the lease termination date on January 31, 2023, and the
Louis-Krages-Strabe 30 property in Bremen, where vacancy rate
increased from 9.2% in August 2022 to 27.5% in August 2023. The
property is the largest by value (8.2% of the total MV) and by
contracted rent (6.5% of total contracted rent). In April 2020, the
property was damaged by a fire, which destroyed 30,000 sqm of
space. As a result, the asset is still undergoing substantial
redevelopment, with the sponsor allowing leases to lapse for the
works to proceed. Moreover, according to the August 2023 IPD
servicer report, the borrower provided notice of a permitted capex
project aimed at demolishing one building, which is currently fully
vacant, in order to save costs of maintaining the vacant and
unlettable warehouse units. The cost of demolition is estimated to
be around EUR 140,000.

There is no scheduled amortization before the completion of a
permitted change of control, at which time the borrower must repay
the aggregate outstanding principal amount of the senior loan by
1.0% per year. The senior loan was initially scheduled to mature on
15 February 2022, with three conditional one-year extension options
available. In compliance with the terms of the senior facility
agreement (SFA), the borrower exercised the first two extension
options to extend the senior loan maturity date up to 15 February
2024 (the second extended maturity date), with another conditional
extension option available to the borrower to extend the senior
loan maturity for a further one year to 15 February 2025 (the fully
extended maturity date), upon satisfaction of the required
conditions under the SFA.

The senior loan carries a floating interest rate with a Euribor
benchmark plus a margin of 2.15% per annum. The senior loan is
fully hedged with an interest rate cap provided by HSBC Bank plc,
with a strike rate of 1.75%. The cap agreement's expiry coincides
with the senior loan's second extended maturity date. For the
senior loan to be further extended, the borrower is required to
ensure that a subsequent hedging agreement is purchased, with a
termination date that coincides with the newly extended loan
maturity date.

DBRS Morningstar updated its net cash flow (NCF) assumption to EUR
46.4 million from EUR 49.2 million at issuance to reflect the nine
property sales that have occurred since issuance. In addition, DBRS
Morningstar maintained its cap rate assumption at 6.6%, as at
issuance, which translates to a DBRS Morningstar value of EUR 703.3
million, representing a 36.7% haircut to C&W's most recent
valuation.

The final legal maturity of the notes is expected to be in February
2030, five years after the fully extended loan term. Given the
security structure and jurisdiction of the underlying loan, DBRS
Morningstar believes the final legal maturity date provides
sufficient time to enforce, if necessary, on the loan collateral
and repay the bondholders.

DBRS Morningstar's credit ratings on the notes issued by Usil
European Loan Conduit No. 36 DAC address the credit risk associated
with the identified financial obligations in accordance with the
relevant transaction documents. For the securities listed above,
the associated financial obligations are the Interest Payments and
the Principal Amount.

DBRS Morningstar's credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction document(s) that are not financial
obligations. For example, Euribor Excess Amounts, Default Interest
Amounts and Notes Prepayment Fees.

DBRS Morningstar's long-term credit ratings provide opinions on
risk of default. DBRS Morningstar considers risk of default to be
the risk that an issuer will fail to satisfy the financial
obligations in accordance with the terms under which a long-term
obligation has been issued. The DBRS Morningstar short-term debt
rating scale provides an opinion on the risk that an issuer will
not meet its short-term financial obligations in a timely manner.

Notes: All figures are in euros unless otherwise noted.





===========
L A T V I A
===========

AIR BALTIC: S&P Keeps 'B' Long-Term ICR, On CreditWatch Positive
----------------------------------------------------------------
S&P Global Ratings kept its 'B' long-term issuer credit rating on
Latvian airline Air Baltic Corporation AS (Air Baltic) on
CreditWatch, where S&P placed it with positive implications on
Sept. 20, 2023, because it believes that, although the airline has
decided against its planned bond issue, the timely refinancing of
the existing unsecured notes remains likely.

The positive CreditWatch placement indicates that upon closing the
refinancing, the longer-dated debt-maturity profile, combined with
stronger cash flow, will improve Air Baltic's liquidity, in which
case we would likely raise our issuer credit rating to 'B+'.

S&P said, "We believe that Air Baltic has good prospects to raise
new external debt and refinance the notes maturing in July 2024.
Although Air Baltic has decided against its planned bond issue due
to unfavorable financial conditions, the airline's alternative
plans to address the upcoming maturity of the EUR200 million senior
unsecured notes in July 2024 are underway and we believe that a
timely refinancing of the notes remains likely.

"We believe that Air Baltic has good prospects to attract some form
of financing based on its solid recovery from the COVID-19
pandemic, increasing cash flow generation, and the backing of its
Latvian government owner. We understand that Air Baltic is in
negotiations for a few different refinancing transactions with
external debt investors, and that the successful execution of any
of these would provide it with the necessary funds to refinance the
notes and bolster its cash balance.

"We expect that, once executed, the refinancing will reset Air
Baltic's debt maturity schedule and boost its liquidity sources.A
successful refinancing will shore up Air Baltic's liquidity
position via a longer-dated debt-maturity profile and a liquidity
sources-to-uses coverage ratio of 1.7x-1.8x pro forma the
refinancing. Air Baltic's weak liquidity profile is currently a key
rating constraint. A refinancing will also allow the airline to
pursue growth and increase activity as air traffic recovers.
Besides this, we forecast that Air Baltic's FOCF before lease
amortization will turn positive this year, signaling that operating
cash flow will be more than sufficient to cover the elevated cash
interest expense, since the new debt will likely be more expensive
than the existing notes, and maintenance capital expenditure
(capex).

"We also forecast that Air Baltic's FOCF (after lease amortization,
which we view as akin to debt repayment) will continue increasing
toward breakeven during 2023-2024, after being negative in 2021 and
2022. This will support the company's liquidity profile. Leases
make up about 75% of Air Baltic's sizable amount of debt and entail
a considerable mandatory amortization payment of EUR80
million-EUR90 million per year under our base case.

"If the refinancing closes as we expect, we would likely revise our
assessment of Air Baltic's stand-alone credit profile (SACP) up by
one notch to 'b-' from 'ccc+' and raise the issuer credit rating to
'B+' from 'B'. We apply a two-notch rating uplift for government
support, based on our view of Air Baltic's strong links with, and
important role for, the Latvian government."

Air Baltic's year-to-date financial performance and S&P's updated
base case point to improving credit metrics in 2023. Air Baltic's
earnings in 2022 and first-half 2023 reflect the continued recovery
of air traffic and pent-up demand for leisure travel. This, along
with the higher yields Air Baltic implemented to pass through
increased fuel and nonfuel expenses, led to S&P Global
Ratings-adjusted EBITDA of about EUR100 million in 2022, which is
close to pre-pandemic levels. This was primarily thanks to revenue
passenger kilometers recovering to 79% of their pre-pandemic level,
double the figure in 2021, as well as additional revenue from
aircraft, crew, maintenance, and insurance leasing contracts.

The first nine months 2023 show a continuation of Air Baltic's
strong performance, with air traffic demand, passenger numbers, and
revenue all increasing. In the first nine months of 2023, the
airline transported 3.4 million passengers, which was a 41%
year-on-year increase, but still 12% short of the 2019 level. Air
Baltic also generated EUR502 million in total revenue, representing
a 39% year-on-year increase.

Based on current pre-booking trends and more tourism in the Baltic
region, Air Baltic's 2023 operating performance will surpass
pre-pandemic levels. S&P said, "We forecast revenue of EUR650
million-EUR670 million in 2023, compared with EUR503 million in
2019. We forecast adjusted EBITDA of EUR140 million-EUR160 million
in 2023, compared with EUR71 million in first-half 2023, just EUR2
million a year earlier, and outstripping EUR100 million in 2019.
This should result in Air Baltic's adjusted debt-to-EBITDA ratio
improving to 7.0x-8.0x from 10.6x in 2022, assuming adjusted debt
of close to EUR1.2 billion at year-end 2023, down from EUR1.06
billion as of Dec. 31, 2022. We forecast that Air Baltic's adjusted
leverage ratio might reduce further to 6.0x-7.0x in 2024."

S&P said, "However, our EBITDA forecasts only partly capture the
uncertainty around yield development, swings in oil prices, and the
potential impact of inflation on consumer sentiment, all of which
may weigh on the actual ratios. The cost of jet fuel, which is
closely linked to oil price inflation, is a key expense for Air
Baltic. Air Baltic only has a marginal hedge position for the next
12 months, and hence it is susceptible to an unexpected surge in
oil prices in the short term. That said, the airline is relatively
well placed to push through higher ticket prices, building on
higher yields than the pre-pandemic averages in the first nine
months of 2023 and continued good booking patterns.

"We continue to see a moderately high likelihood that the Latvian
government would provide extraordinary support to Air Baltic in
case of need.This translates into a two-notch uplift from the SACP.
We base our view on our assessment of Air Baltic's strong links
with, and important role for, the Latvian government. The
government has a controlling stake in Air Baltic and appoints three
of the airline's four supervisory board members. Our assessment
factors in that the government will retain control of Air Baltic in
light of the airline's announcement of a potential IPO to take
place during 2024-2026, subject to favorable market conditions.

"We understand that the government views the airline as a strategic
asset that is critical to Latvia's economic development and tourism
industry. The Latvian state estimates that 2.5% of GDP is linked to
Air Baltic's operations. Furthermore, Air Baltic provides
year-round air connectivity to and from the country, which would
otherwise be less efficiently accessible by alternative modes of
transport. In addition, to a certain extent, Air Baltic serves as a
feeder to two other government-owned assets--Riga Airport and
Latvian Railways. Additionally, unlike low-cost carriers, Air
Baltic attracts business traffic by offering more convenient and
sufficiently frequent flights, which provide stable economic ties
with the rest of Europe. Finally, the airline has become an even
more critical part of Latvian transport infrastructure, acting as a
gateway to European destinations amid high uncertainty over
geopolitical developments and Russia-Ukraine war spillover risks.

"The CreditWatch placement reflects the possibility of an
upgrade--likely by one notch to 'B+'--if Air Baltic raises
sufficient financing over the next 90 days to redeem the maturing
notes and bolster its liquidity position. Alternatively, we will
reassess our rating on Air Baltic if the refinancing process drags
on and a timely repayment of the notes appears less likely, which
would most likely lead us to lower our issuer credit rating."




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

AUNA S.A.: S&P Alters Outlook to Positive, Affirms 'B' ICR
----------------------------------------------------------
S&P Global Ratings revised its outlook on Luxembourg-domiciled
health care services provider Auna S.A. to positive from stable and
affirmed its 'B' issuer credit rating. S&P also assigned a 'B+'
issue-level rating and a recovery rating of '2' to the proposed
2029 senior secured notes, reflecting substantial recovery
prospects (above 90%). S&P also affirmed its 'B' issue-level rating
on Auna's 2025 senior unsecured notes and assigned a recovery
rating of '3', reflecting meaningful recovery prospects (50%-90%).

S&P said, "The positive outlook reflects a potential upgrade in the
near term if Auna's proposed exchange offer extends debt
maturities, mitigating refinancing risks, as deleveraging
continues.

"Auna announced an exchange offer for its 6.5% senior unsecured
notes due 2025 for new 10% senior secured notes due 2029. We view
the transaction as opportunistic and proactive liability
management, given the proposal two years ahead of the 2025 notes'
maturity. Additionally, the company does not face the risk of
short-term conventional insolvency if the offer isn't accepted. Our
projections for EBITDA and operating cash flows currently don't
incorporate any type of distress. In our view, Auna would have time
and alternatives to refinance the 2025 notes, and their redemption
reflects the company's strategy to de-risk its debt structure.
Moreover, the existing notes are being tendered at par value until
Dec. 12, 2023, unless extended or earlier terminated by the
company. Noteholders that validly tender their 2025 notes before
Nov. 28, 2023, will receive an early participation premium.

"Also, our updated forecast still points to a rapid deleveraging of
Auna's debt structure in 2023, mostly through the integration of
its recent acquisitions and improved overall operations. As a
result, we expect Auna's adjusted gross leverage to be below 4.5x
and its EBITDA interest coverage to be about 2x at the end of
2023."

In addition to the proposed exchange offer, Auna will refinance its
2028 private notes with a new senior secured syndicated
dual-currency (MXN/$) amortizing term loan for up to $550 million.
If successful, both transactions will improve Auna's debt maturity
profile, reduce its exposure to foreign-exchange rates, and support
its deleveraging given the amortization feature of the syndicated
term loan. Both the proposed 2029 notes and syndicated term loan
will share the same security package and will rank pari passu
vis-a-vis each other.

The 2022 acquisitions made Auna the second-largest private health
care service provider in Latin American Spanish-speaking countries,
and the fifth-largest provider in the region in terms of number of
hospital beds. S&P said, "In our view, Auna benefits from a leading
market position in the region's underserved and growing private
health care markets. It has a vertically integrated oncology
program and affordable costs, as well as horizontally integrated
regional healthcare service networks. We also consider its
diversified health care service offerings and payor profile as
having limited exposure to government contracts."

Auna is aiming settle the exchange offering by Dec. 15, 2023, and
is providing various incentives to receive a minimum consent,
although waivable, of 80% in aggregate principal amount of the 2025
notes. In exchange for extending the debt maturity by four years,
Auna is increasing the coupon rate to 10% from current 6.5%,
maintaining similar guaranteeing subsidiaries, and adding equity
pledges and first-priority lien on real estate assets in Mexico,
Colombia, and Peru, pari passu with the syndicated bank loan. In
S&P's view, these features provide sufficient compensation for 2025
noteholders.


B&M EUROPEAN: Moody's Ups CFR to Ba1, Outlook Stable
----------------------------------------------------
Moody's Investors Service has upgraded to Ba1 from Ba2 the
long-term Corporate Family Rating of variety goods value retailer
B&M European Value Retail S.A. Concurrently, the rating agency
upgraded B&M's Probability of Default Rating to Ba1-PD from Ba2-PD
and assigned a Ba1 rating to the proposed new GBP250 million backed
senior secured notes due 2030.

Proceeds of the new notes will be used to partially prepay the
existing GBP400 million backed senior secured notes due 2025; the
ratings of these notes and of the existing GBP250 million backed
senior secured notes due 2028 have also been upgraded to Ba1 from
Ba2. The outlook remains stable.

RATINGS RATIONALE

The rating action reflects B&M's continued strong financial
performance and prospects, as well as the recent refinement to the
company's financial policy, with the introduction of a formal
commitment to operating within a net leverage range of between 1.0x
and 1.5x (as defined by the company, and based on pre-IFRS16
EBITDA), in line with its practice since its fiscal 2021, ended
March 2021.

Moody's estimates that 1.5x net leverage under the company's
definition equates to around 3.0x Moody's-adjusted gross leverage,
calculated as Moody's-adjusted debt to Moody's-adjusted EBITDA, in
each case reflecting the impact of IFRS16. While higher than the
Moody's-adjusted gross leverage of 2.8x at the company's fiscal
2024 half year, ended September, this leverage ratio would still be
comfortably inside the 3.5x level below which the rating agency had
previously indicated an upgrade to Ba1 from Ba2 could be
appropriate.

B&M's Ba1 CFR and instrument ratings are supported by its business
model that has long resonated strongly with consumers. Increased
transaction levels that led to material revenue and earnings growth
during fiscal 2021 have been sustained well beyond the initial
Covid-19 lockdown driven boost. Moody's expects continued positive
like-for-like sales growth and new store openings will together
drive further solid revenue and earnings growth over the next 2
years.

The company's ratings also reflects (a) Moody's expectations that
the company's sustained strong operational cash flows will allow it
to periodically pay special dividends while staying within its new
net leverage range; (b) B&M's still moderate size and limited
geographic diversification compared to some peers; (c) the highly
competitive nature of both the general merchandise and grocery
markets in the UK and France; and (d) notwithstanding the company's
good track record, an inherent degree of execution risk related to
seasonal peaks notably at Christmas and also in the spring for
garden products, and in its business model that includes sourcing a
wide array of products at costs that enable it to provide consumers
with compelling prices.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance considerations, specifically in respect of the new
financial policy, were a key driver to the rating action.

While Moody's notes that the company's financial policy continues
to include flexibility to temporarily increase its net leverage
(pre-IFRS16) to 2.25x, the rating agency would expect that B&M
would target a quick return to the operational range of 1.0x to
1.5x in the event of a strategically important reason for
increasing leverage in the short term. Moody's thinks that in such
an eventuality a temporary suspension of special dividends would be
deployed to facilitate debt reduction.

STRUCTURAL CONSIDERATIONS

The Ba1 rating on the backed senior secured notes, in line with the
CFR, reflects the pari passu capital structure and, hence, the
shared security and guarantee portfolio with the term loan and the
revolving credit facility.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that the company's
revenues will continue to grow, and that its profit margins and
cash flow generation will remain around current levels. The rating
agency expects the company's Moody's-adjusted leverage to remain no
higher than around 3x over the next 12-18 months.

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

Further positive rating pressure is unlikely to develop over the
next 24 months due to (1) scale, as measured in terms of revenues,
which is relatively modest compared to peers; and (2) a financial
policy that continues to include the flexibility for leverage to
rise above the level Moody's considers acceptable as around the
sustainable maximum for the Ba1 rating category.

Quantitatively, positive rating pressure could develop if the
company's leverage remains sustainably well below 2.5x measured in
terms of Moody's adjusted gross debt to EBITDA, Retained Cash Flow
to Net Debt sustained above 20%, and the company continues to
successfully increase its scale and the international
diversification of its operations. A clearly communicated more
conservative financial policy would also likely be a pre-requisite
for an upgrade.

Conversely, negative rating pressure could develop if any of the
following occurs: (i) weakening liquidity; (ii) Debt/EBITDA rising
sustainably above 3.5x; (iii) a significant weakening in
profitability; or (iv) a more aggressive growth strategy or
financial policy.

All ratios mentioned in the factors for an upgrade/downgrade are on
a Moody's adjusted basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail and
Apparel published in November 2023.

COMPANY PROFILE

B&M is a value retailer and discounter competing in both the
general merchandise and grocery markets, through its store brands
B&M in the UK and France, and Heron Foods in the UK. The company is
headquartered in Liverpool and listed on the London Stock Exchange,
with a market capitalisation of more than GBP5 billion around the
date of this publication. The Arora family is a large shareholder,
holding 7% of the share capital as well as voting rights.


BIRKENSTOCK FINANCING: S&P Raises ICR to 'BB-' on Debt Repayment
----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on
Birkenstock Financing S.a.r.l. to 'BB-' from 'B+'. At the same
time, S&P raised its issue rating on the group's EUR685
million-equivalent senior secured term loan outstanding due 2028 to
'BB' from 'B+' (one notch above the issuer credit rating) with a
recovery rating of '2' (recovery prospects of 75%). S&P also raised
its issue rating on the EUR430 million senior unsecured notes due
2029 to 'B' from 'B-' with a recovery rating of '6' (recovery
prospects of 0%).

S&P said, "The stable outlook reflects our expectation that
Birkenstock will continue to generate healthy and recurring
positive free operating cash flow (FOCF) and continue its
deleveraging path in line with its stated conservative financial
policy. Under our base case, we expect ongoing sound operating
performance that will allow the group to maintain S&P Global
Ratings-adjusted debt to EBITDA well below 4.0x on a sustained
basis."

In October 2023, Birkenstock completed its IPO on the New York
Stock Exchange with a market capitalization of about EUR7.2 billion
at the time of closing. The net cash proceeds from the transaction,
together with part of cash available on balance sheet, were used
for debt repayment, leading to total debt reduction of about EUR520
million-equivalent.

Post IPO, Birkenstock reduced its financial debt, resulting in
expected S&P Global Ratings-adjusted leverage below 3.5x for fiscal
year 2023 (ended Sept. 30, 2023), from about 5.7x in fiscal 2022.
On Oct. 11, 2023, Birkenstock completed its IPO on the New York
Stock Exchange, offering a total of 32.3 million ordinary shares,
of which 21.5 million were sold by existing shareholders (L
Catterton, family, and management). This resulted in a market
capitalization of about EUR7.2 billion. Post completion of the IPO,
the group repaid a total of EUR520 million-equivalent on its debt
using the net proceeds from the IPO and cash on hand. In
particular, the debt repayment includes a reduction of EUR100
million on its shareholder loan maturing in 2029 and of EUR420
million-equivalent on its U.S. dollar term loan B maturing in 2028.
The outstanding amount under the shareholder loan is about EUR190
million (including payment-in-kind interests) and about EUR310
million under the U.S. dollar term loan B. The outstanding balances
under the EUR428.5 million of senior unsecured notes due in 2029
and the EUR375 million term loan B due in 2028 remain unchanged.
The solid operating performance posted during fiscal 2023, together
with voluntary debt repayments, will reduce S&P Global
Ratings-adjusted leverage to about 3.3x in 2023 and below 3.0x from
2024, while strengthening adjusted funds from operations cash
interest coverage ratio within the 6.5x-7.0x range for fiscal 2024.
These credit metrics are consistent with the 'BB-' issuer credit
rating.

S&P said, "We expect a more conservative financial policy, although
financial sponsor L Catterton retains control. Post IPO, the listed
company Birkenstock Holding PLC (parent company of the rated
entity) has a free float of about 13.4% of its share capital and is
5.5% owned by Financiere Agache (holding company of the Arnault
family). The remaining equity stake is owned by the existing
shareholders (including L Catterton, family, and management) under
BK LC Lux MidCo S.a r.l. We understand that post-IPO, financial
sponsor L Catterton owns less than 80% of the listed entity's
capital.

"Given the group's track record of conservative financial policy
and the publicly stated objective to continue deleveraging to
achieve a net leverage ratio of below 2.0x (according to company's
calculation) within the next 18 months and below 1.0x in the longer
term, we believe Birkenstock will continue to implement a prudent
approach in terms of capital allocation while maintaining S&P
Global Ratings-adjusted debt to EBITDA well below 4.0x,
significantly lower than the post-leveraged buyout level of above
7.0x. Thus, we have revised upward our assessment of Birkenstock's
financial policy. That said, we note that L Catterton will remain
the controlling shareholder, progressively relinquishing control
over the medium term.

"Our assumptions reflect S&P Global Ratings-adjusted EBITDA of
about EUR450 million-EUR460 million in 2023 and EUR515
million-EUR525 million in 2024, and adjusted debt of about EUR1.5
billion. Our adjusted debt calculation includes about EUR1.3
billion equivalent of financial debt coupled with EUR140 million of
lease liabilities. In line with our methodology, we do not net any
cash from the adjusted debt considering the group remains
controlled by financial sponsor L Catterton.

"Moreover, we also believe Birkenstock will be able to preserve
ample liquidity headroom thanks to EUR200 million available
committed credit facilities (an asset-backed loan) and anticipated
positive and recurring cash flow generation. In our base case, we
anticipate that Birkenstock has sufficient liquidity available to
fund its day-to-day operating needs and future growth, and to meet
its financial commitments and covenant tests.

"We expect solid operating performance over fiscal 2023, supported
by good momentum in the first nine months, with organic revenue
growth of about 21% year on year. For the nine months to June 30,
2023, the company continued to deliver a sustained performance,
reporting revenue growth of 21.0%, with total sales reaching EUR1.0
billion, and an adjusted EBITDA margin of 34% (adjusted for
unrealized foreign exchange losses). Double-digit revenue growth
was supported by both direct-to-customer (DTC) and
business-to-business channels, driven by a product mix shift to
higher-priced products (closed-toe shoes), a channel mix shift to
DTC with higher average selling price (accounting for 37% of sales
versus 34% in the nine months ended June 30, 2022), as well as
higher units sold. Asia Pacific, Middle East, and Africa had the
strongest growth, with 32% reported revenue increase, supported by
a jump in DTC sales, followed by Europe (24% rise) and America
(18%), driven by a good volume/price mix. Reported EBITDA margin
was stable, around mid-thirty percent, despite increased pressure
on cost of goods sold due to product mix shifting as well as
inflation on raw material prices and salaries.

"The stable outlook reflects our expectation that Birkenstock will
continue to generate healthy and recurring positive FOCF and
continue its deleveraging path in line with its stated conservative
financial policy. Under our base case, we expect ongoing sound
operating performance that will allow the group to maintain S&P
Global Ratings-adjusted debt to EBITDA well below 4.0x on a
sustained basis.

"We could take a negative rating action if we expected adjusted
leverage to increase significantly and remain above 4x for a
prolonged period, such that we see a deviation in the stated
objective to continue to deleverage. This could occur if we
anticipate weaker operating performance due to a material
unforeseen shift in demand, or in the event of a more severe
economic downturn that would lead to significantly lower EBITDA
than in our base case. It could also be triggered by a more
aggressive financial policy.

"We could take a positive action if we see a longer track record of
strong operating performance, leading the company to materially
expand both its scale of operations and its business diversity in
terms of product categories, distribution channels, and regions,
while at the same time Birkenstock maintains its profitability
sustainably above 30%. We could also raise the rating if L
Catterton's ownership was reduced below 40%, together with a
commitment to maintain a conservative financial policy including
S&P Global Ratings-adjusted leverage below 3x.

"Social factors are a positive consideration in our credit rating
analysis of Birkenstock . This is because of the health benefits
provided by the orthopedic feature of its footbeds, which helps
differentiate Birkenstock footwear in the eyes of consumers and
translates into sustainable growth opportunities. Moreover, the
company faces limited fashion risk that would expose it to rapid
changes in consumer preferences. This is supported by a high share
of sales (about 65%-70%) generated from iconic core models
introduced in the market more than 30 years ago. We also evaluate
positively the company's vertically integrated business model, with
more than 90% of products made in Germany. This feature provides a
good level of control and transparency within the supply chain and
a consistent level of product quality. Governance factors are a
moderately negative consideration, as is the case for most rated
entities owned by private-equity sponsors."




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

IHS NETHERLANDS: Fitch Affirms 'B+' Senior Unsecured Notes Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed IHS Holding Limited's (IHS) Long-Term
Issuer Default Rating (IDR) at 'B+'. The Outlook is Stable. The
senior unsecured instrument has also been affirmed at 'B+' with a
Recovery Rating of 'RR4'.

IHS's ratings reflect the large contribution of Nigeria to the
group's EBITDA, which weakens the operating profile. Anchor tenant
churn and a devalued naira in Nigeria will also create EBITDA
headwinds over the next four years. Higher interest payments have
put free cash flow (FCF) margins under pressure and have reduced
interest coverage ratios, creating refinancing risk on the upcoming
US dollar maturities.

However, Fitch views refinancing risk as manageable given low
leverage, the contracted revenue pipeline, strong sector growth
drivers and leading market shares across IHS's main markets.

KEY RATING DRIVERS

Operating Environment Constrains Rating: Around 69% of 2022 revenue
was generated in Nigeria, which has high operating environment
risk, as reflected in its 'B-' sovereign rating. Even in the
absence of transfer and convertibility risks, Fitch deems the
ratings of corporates operating in these markets as being somewhat
anchored to the respective sovereign ratings. Fitch believes that
fragile economic structures and uncertain regulation, among other
risks, may negatively affect IHS's business profile. Its rating
thresholds for IHS are therefore tighter than for peers operating
in developed markets.

Country Ceiling Not a Constraint: Fitch uses its Non-Financial
Corporates Exceeding the Country Ceiling Criteria to assess the
risk from the currency mismatch between cash flow and debt (mostly
in US dollars) as well as transfer and convertibility risk. Fitch
determines IHS's effective Country Ceiling at 'BB', in line with
South Africa.

Nigeria Anchor Tenant Churn: MTN Nigeria Communications Plc (MTN
Nigeria) issued a statement on 7 September 2023 saying that it had
selected an alternative provider for its lease of approximately
2,500 sites in Nigeria, which are part of a contract covering
around 4,100 sites. The leases affected will expire on 31 December
2024 and during 2025 and represented around 8% of group revenues in
2Q23. Fitch expects group revenues to contract in 2025 by over 3%.
MTN has multiple contracts with IHS in Nigeria in addition to this
contract. The remaining sites under the affected contract will
expire between 2026 and 2031. The remainder of MTN's other
contracts are set to expire in December 2024, December 2029 and
July 2035.

Anchor tenant churn of this scale is uncommon for tower companies
with leading national tower footprints, given high switching costs
and often inferior substitute networks. Further announcements
regarding more contract churn would be credit negative, but Fitch
believes IHS's network would be difficult to replicate nationally,
mitigating this risk.

Ongoing Shareholder Dispute: MTN Group Limited (MTN) is the largest
shareholder in IHS with a shareholding of approximately 26%. MTN
Nigeria's decision not to renew leases follows a public statement
MTN made over IHS shareholder rights. Any increase in tensions
between the companies could negatively affect upcoming lease
renewal decisions.

Organic Growth Drivers: IHS operates across emerging markets with
sparser network footprints than in Europe that are typically
underpenetrated in terms of both mobile users and high-speed
technologies like 4G or 5G. At end-2022, 4G penetration across
IHS's markets was only 40%, which is around half the penetration
rate of 4G subscriptions in Europe. Penetration rates in IHS's
markets will continue to trend towards European levels but higher
speed technologies will require network densification to be
effective. Fitch believes the growing penetration of high-speed
technologies and continued population growth will drive operators
to invest in network capacity and drive growth for IHS.

Naira Devaluation Evolving Impact: in June 2023, the Nigerian
Central Bank announced a unification of naira FX rates, moving from
a system of multiple exchange rates to a single market rate.
Following the change, the naira closed end-June 2023 at 753 to the
US dollar, up 65% from the previous month. While the use of FX
resets are common features in its contracts, naira devaluation will
restrict 2023 revenue growth, which Fitch expects at just under 6%,
well below the double-digit growth of recent years.

The impact on EBITDA will be less pronounced as a high proportion
of local operating expenses is incurred in naira. The unification
of rates should remove some of the barriers to FX conversion in
Nigeria and may raise US dollar liquidity, which has been limited
in Nigeria and created challenges for IHS in upstreaming US dollars
to the holding company.

Ample Leverage Headroom: IHS's Fitch-defined EBITDA net leverage in
2022 was 3.2x, well below its downgrade threshold of 5.5x.
Continued high capex intensity, increased interest payments and the
EBITDA headwinds will constrain deleveraging until 2026 but Fitch
still expects leverage to remain below 3.5x, leaving ample headroom
against the downgrade sensitivity.

Weakened FCF Profile: Fitch-defined FCF turned negative in 2022,
driven by increased capex and interest payments and Fitch expects
it to remain negative until 2026. Fitch expects negative FCF
margins to peak at -6% in 2023 before improving to just below -2%
in the following three years. Around 43% of debt at 2Q23 was
floating rate, so rising interest rates and additional debt raised
mean Fitch expects interest payments to be over USD280 million in
2023, up from USD235 million in 2022. FCF margins should improve
from 2024, driven by lower capex intensity after the completion of
Project Green.

Refinancing Risk Manageable: Around three-quarters of capex is
discretionary and directed into areas like new site expansion,
power migration away from diesel and new fibre lines in Brazil.
These all have good visibility of contributing positively to EBITDA
growth in the coming years but could be scaled back if needed. IHS
has modest underlying deleveraging capacity, relatively low
leverage compared with the wider mobile infrastructure sector,
EBITDA interest coverage above 3x and good liquidity, given access
to undrawn revolving credit facilities (RCF), which mature across
2025 and 2026.

DERIVATION SUMMARY

IHS's ratings are constrained by the operating environment the
group operates in. Absent operating-environment considerations, its
business and financial characteristics would be consistent with a
higher rating.

IHS's closest peer is Helios Towers Plc (HT; B+/Stable), a tower
company focused on emerging markets with a significant African
presence and high exposure to the Republic of Congo (CCC+) with a
fairly weak operating environment. IHS has lower leverage than HT
and a slightly stronger FCF profile, although Fitch expects both
companies' FCF margins to be negative throughout 2023 to 2026.

KEY ASSUMPTIONS

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

- Revenue growth averaging 4% between in 2023 and 2024 before
falling over 4% in 2025 driven by the loss of the MTN contracts;

- Fitch-defined EBITDA margin at 46%-47% over the next four years;

- Capex around USD515 million-USD630 million a year until 2026,
decreasing in later years driven by the completion of Project
Green;

- No dividends for the next four years.

RECOVERY ANALYSIS

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

- A 10% administrative claim

GC Approach

- The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level upon which Fitch bases the
valuation of IHS Holding

- The GC EBITDA is estimated at USD750 million

- EV multiple of 5.5x

With these assumptions, its waterfall generated recovery
computation (WGRC) for the senior unsecured notes is in the 'RR1'
band. However, according to Fitch's Country-Specific Treatment of
Recovery Ratings Criteria, the Recovery Rating for corporate
issuers in Nigeria is capped at 'RR4'. The Recovery Rating for the
senior secured notes is therefore 'RR4' with a WGRC output
percentage at 50%.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

- Improvement in the operating environment of the countries in
which IHS operates or a positive change in the geographical mix of
cash flows

- Fitch-defined EBITDA net leverage below 4.5x on a sustained
basis, together with EBITDA interest coverage greater than 3.0x

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

- Downward revisions of the sovereign Country Ceilings of the
countries IHS operates in, which could lead us to revise its
applicable Country Ceiling

- Fitch-defined EBITDA net leverage above 5.5x on a sustained basis
or EBITDA interest coverage below 2.5x

- Weak FCF due to limited EBITDA growth, higher capex and
shareholder distributions, or adverse changes to the group's
regulatory or competitive environment

- Liquidity risks, including challenges in moving cash out of
operating companies to IHS Holding to service offshore debt

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity: IHS held USD433 million of cash and cash
equivalents at 2Q23 with access to undrawn RCFs of USD300 million
maturing in 2025 and NGN55 billion maturing in 2026. IHS debt
maturities are well spread with the first material maturity its
USD370 million holding company term loan in 2025. Fitch expects FCF
to be constrained by high capex and interest costs but view
refinancing risks as manageable, given low leverage, modest
coverage ratios and the discretionary nature of capex.

ISSUER PROFILE

IHS is a tower company with operations in 11 countries across
Africa, the Middle East and South America. The company owns and
leases out over 39,000 mobile sites with a well-diversified tenant
base.

ESG CONSIDERATIONS

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

   Entity/Debt           Rating       Recovery   Prior
   -----------           ------       --------   -----
IHS Netherlands
Holdco BV

   senior
   unsecured      LT     B+  Affirmed   RR4      B+

IHS Holding
Limited           LT IDR B+  Affirmed            B+

   senior   
   unsecured      LT     B+  Affirmed   RR4      B+

SCHOELLER PACKAGING: Moody's Alters Outlook on 'Caa2' CFR to Pos.
-----------------------------------------------------------------
Moody's Investors Service has affirmed Schoeller Packaging B.V.'s
Caa2 long-term corporate family rating, its Caa2-PD probability of
default rating, and the Caa2 rating on the EUR250 million backed
senior secured notes due in November 2024. Schoeller is a
Netherlands-based returnable transit plastic packaging (RTP)
manufacturer. The outlook has been changed to positive from
negative.

"The outlook change to positive from negative reflects potential
upward pressure on Schoeller's Caa2 rating if the recapitalisation
announced on October 23, 2023 completes as planned," says Donatella
Maso, a Moody's Vice President - Senior Credit Officer and lead
analyst for Schoeller.

The rating action reflects corporate governance considerations
associated with the ongoing financial support of Schoeller's
shareholders as further demonstrated with the proposed capital
injection.

RATINGS RATIONALE

On October 23, 2023, Schoeller announced [1] that it had secured a
EUR154 million equity injection from its shareholders, private
equity company, Brookfield Business Partners, and Schoeller
Industries. Schoeller also confirmed the commitment from Strategic
Value Partners for a five-year term loan of EUR125 million. The
proposed transaction, expected to complete by the end of 2023, is
intended to facilitate the refinancing of its EUR250 million backed
senior secured bonds due November 2024 and will provide for a
comprehensive recapitalisation of the company, a credit positive.

Earlier in October, Brookfield committed to a EUR30 million bridge
financing to support Schoeller's liquidity in the period preceding
the completion of the recapitalization. Moody's understands that
this facility has been already fully drawn.

The agreement reached by the various stakeholders led the company
to withdraw the WHOA (a scheme under the Dutch restructuring law),
which was filed at the beginning of October, removing the
uncertainty of a court driven process.

Moody's believes that governance was a key rating driver in the
rating action. The proposed capital injection, with the aim to
facilitate the repayment at par of the senior secured notes due
2024, further demonstrates the support of Schoeller's owners.

If the recapitalization completes as planned and the notes are
repaid, Schoeller's credit metrics and liquidity will improve.
Moody's expects Schoeller's capital structure would be more
sustainable with leverage falling to around towards 5.0x from 7.5x
LTM June 2023.

The Caa2 rating continues to reflect Schoeller's smaller size,
lower margins and higher capex requirements relative to other
packaging manufacturers, which constrain its ability to generate
positive free cash flows on a sustained basis; some vulnerability
to the economic cycles, as the purchase of Schoeller's products is
typically seen as a capital investment, and therefore, is subject
to deferral during severe downturns; the highly competitive
industry in the context of the commoditised nature of the company's
products resulting in pricing pressure; its exposure to raw
material prices inflation; and some concentration with its largest
client.

Conversely, the Caa2 rating is positively supported by Schoeller's
leading market position in the RTP sector in Europe with an
estimated 20% share; its innovation capabilities enabling the
company to benefit from the continuous positive trends in the
sector; and a degree of geographic and end-market diversity.

LIQUIDITY

Schoeller's liquidity profile is currently weak but it will improve
if the proposed recapitalization completes and the backed senior
secured notes will be repaid ahead of its November 2024 maturity.
As of June 30, 2023, the company's liquidity was supported by EUR11
million cash on balance sheet, EUR17 million availability under its
EUR30 million super senior revolving credit facility (RCF), albeit
this matures in May 2024 and EUR35 million availability under its
EUR100 million committed non-recourse factoring lines due July
2025.

Furthermore, the company benefits from a EUR65 million committed
standby facility in the form of a subordinated shareholders' loan
provided by Brookfield, currently drawn for EUR23 million. However,
any drawings under this facility require the consent of the
shareholders.

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects the likelihood that Schoeller's
credit metrics and liquidity will improve if the proposed
recapitalization completes as planned.

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

The rating could be upgraded if Schoeller reinstates a more
sustainable capital structure, it addresses its debt obligations
maturing in 2024 without any losses for its creditors, it renews
its contract with its largest client, it generates consistently
positive free cash flow while maintaining an overall adequate
liquidity.

Schoeller's rating could be lowered if the company fails to address
its 2024 debt maturities in the coming months, or if the company
pursues a financial restructuring resulting in higher losses for
creditors than those currently assumed in the current Caa2 rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.

COMPANY PROFILE

Headquartered in the Netherlands, Schoeller is a returnable transit
plastic packaging manufacturer operating primarily in Europe and in
the US, employing approximately 2,000 people. For the last twelve
months ending June 30, 2023, the company generated revenue of
EUR590 million and EBITDA of EUR55 million as adjusted by Moody's.

The company is the result of the  integration between the Schoeller
Arca Systems Group and the Linpac Allibert Group in 2013.  Since
May 2018, Schoeller is 70% owned by private equity Brookfield
Business Partners L.P. and 30% by Schoeller Industries B.V., a
family-owned business with a broad focus on packaging, transport
and logistics systems.




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

CORPORACION GRUPO: DBRS Places B(high) Issuer Rating Under Review
-----------------------------------------------------------------
DBRS Ratings GmbH places the B(high) Issuer Rating of Corporacion
Grupo Avintia, S.L. (Avintia or the Group) under review with
negative implications. This credit rating action is being taken due
to heightened concerns regarding the visibility of future financial
performance caused by delays in receiving timely information
provided by the Group to DBRS Morningstar.

To date, DBRS Morningstar has only received audited financials for
Avintia Proyectos Construcciones, S.L., the construction arm of the
Group. While this entity accounts for the majority of Group
revenues, the credit rating is on the consolidated entity, and
therefore, DBRS Morningstar requires additional information at the
Group level. Based on the limited information received to date, the
credit quality of the issuer remains below expectations. In
addition, the restatement made in the 2021 annual audited financial
statements that have been received had a significant impact on
EBITDA, cash flow from operations, profitability and equity for the
same year, and consequently, it has the potential to impact the key
Group-level consolidated financial metrics for the coming years.
DBRS Morningstar will continue to monitor the situation and assess
the potential impact of the restatement on the credit rating once
the required information is provided. Should DBRS Morningstar not
receive additional requested information in a timely manner, DBRS
Morningstar will endeavor to resolve the Under Review with Negative
Implications status, taking into account the heightened probability
of default resulting from the lack of visibility regarding future
operating performance. Subsequent to resolving the Under Review
status, DBRS Morningstar may consider discontinuing the rating if
it believes there is insufficient information to maintain a
rating.

CREDIT RATING DRIVERS

DBRS Morningstar considers a credit rating downgrade to be very
likely in the near term. However, a confirmation of the previous
credit rating could be considered if, upon receipt of the most
recent audit and other financial information, DBRS Morningstar
gains comfort that key financial metrics are improving and likely
to continue to do so.

CREDIT RATING RATIONALE

Avintia is a partially vertically integrated construction group
with activities primarily in the construction, property
development, and real estate businesses. The Group's
creditworthiness is supported by its (1) track record and focus on
known markets and solid domestic market position and (2)
development of the industrialized construction business line. The
Group's creditworthiness is constrained by its (1) high industry
risk characterized by cyclicality, intense competition, low
profitability and volatility; (2) aggressive growth strategy,
increasing project complexity, and limited internal capability; (3)
relatively small scale of operations with geographic and product
concentration; and (4) partially fixed-price contracts.

Notes: All figures are in euros unless otherwise noted.



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

GLOBAL BLUE: S&P Assigns 'B' Issuer Credit Rating, On Watch Pos.
----------------------------------------------------------------
S&P Global Ratings assigned its 'B' issuer credit rating to
Switzerland-headquartered Global Blue Group Holding and placed it
on CreditWatch with positive implications. S&P also assigned its
preliminary 'B+' issue-level rating and '3' recovery rating to the
term loan.

The CreditWatch placement indicates that S&P will likely upgrade
Global Blue to 'B+' if the proposed refinancing is successfully
completed in line with the proposed terms.

Global Blue, a leading tax free-refund and payments services
business, is planning to refinance its capital structure maturing
in August 2025. As the global leader in tourist VAT refund
processing, Global Blue has a market share of over 70% of the
third-party serviced market. The group has a strong franchise
network, providing technology and services at over 300,000 points
of sale covering over 50 countries. Its operating performance
depends on the trends in the tourism industry and luxury shopping
in particular and is currently recovering strongly after being hit
hard by the COVID-19 pandemic.

The group is planning to refinance its capital structure maturing
in August 2025 by issuing a EUR650 million senior secured term-loan
due in 2030 and a EUR100 million RCF due in 2029. Global Blue will
use the proceeds to redeem the EUR99 million existing RCF and the
EUR630 million term loan and repay the EUR61 million shareholder
liquidity facility. As a result, the company's financial debt will
increase only modestly, and we expect adjusted debt to EBITDA at
the end of FY2024 will be about 5.7x in, subsequently reducing to
about 4.0x in FY2025-FY2026.

Global Blue's business benefits from its position as a solid market
leader but is constrained by its exposure to the travel industry.
In S&P's view, the group's leading market position and
long-standing relationships with payment providers, the industry's
high barriers to entry, together with the continued strong recovery
in international travel, will support its operating performance in
the next two to three years. Tight control over costs and savings
achieved during the pandemic will likely lead to the adjusted
EBITDA margin recovering toward 35% over the next 18 months.
However, Global Blue's operating performance and credit metrics are
sensitive to changes in tourism activity and spending on
international shopping, which exposes the group to event risk, in
particular potential terrorist attacks, and to an extent changes in
value-added taxes and regulation. At the same time, the group's
exposure to spending on luxury goods somewhat offsets its
sensitivity to economic cycles, and the payment processing business
benefits from long standing relationships with major
business-to-business customers. Global Blue is mostly shielded from
macroeconomic factors such as inflation, as luxury shoppers' price
sensitivity is low and luxury goods prices increase at a higher
rate than the consumer price index (CPI).

S&P said, "We expect Global Blue's operating performance and free
cash flow generation will recover and leverage will reduce swiftly
in FY2024-FY2025. The ramp-up in demand from shoppers in the
tax-free shopping (TFS) service business will likely result in this
segment seeing revenue growth of 40%-45% in FY2024. In July and
August 2023, demand from Asia-Pacific (APAC) shoppers recovered and
surpassed pre-pandemic spending, driven by luxury goods price
inflation and higher disposable incomes, together with the return
of travelers from Mainland China. We expect the payments solutions
segment--which is partly exposed to travel and represents 20% of
total revenue--to expand by about 20%-25% on the back of enhanced
technology solutions. These allow the group to capture customers
more efficiently, win new clients, and seize upselling
opportunities. In FY2024, we expect a more gradual recovery in
international travel and shopping from China, after a slower
reopening of borders compared to other countries, although the
company is seeing progressive recovery from the second half of
calendar year 2023 and we expect strong recovery to continue in
FY2025. The company recently issued public operating guidance
pointing to company-adjusted EBITDA exceeding EUR200 million in
FY2025, which supports our forecast.

"We expect Global Blue to begin generating positive free operating
cash flow (FOCF) by end-FY2024, incorporating the higher cost of
new debt.After three years of negative free cash flows caused by a
sharp, pandemic-induced decline in revenue and EBITDA, we expect
Global Blue's FOCF will turn positive in FY2024 reflecting the
strong recovery in EBITDA. The interest costs will increase
following the proposed refinancing with cash interest of about
EUR60 million-EUR70 million in FY2024 and EUR55 million-EUR65
million in FY2025, up from about EUR31 million in FY2023. However,
the company's capital expenditure (capex) and working capital needs
are modest, and we expect EBITDA will continue to strongly increase
in FY2025, leading FOCF to further strengthen and resulting in FOCF
to debt surpassing 10%.

"Our view of the company's less aggressive financial policy
compared with other financial sponsor-owned peers supports the
rating. We expect Global Blue's controlling shareholder, Silver
Lake, to maintain its financial policy, which assumes lower
leverage levels for the company than at many rated peers. The
company has recently provided public leverage guidance of 2.5x net
debt to EBITDA (on a company-adjusted basis), corresponding with
S&P Global Ratings-adjusted debt to EBITDA of about 3.5x. In
combination with expected recovery in EBITDA, our base-case
scenario assumes the company will maintain S&P Global
Ratings-adjusted leverage comfortably below 5.0x in the coming
years. We do not expect any material dividend recapitalizations or
debt-funded acquisitions. We also note the company's track record
of operating with 4x-5x adjusted leverage before the pandemic."

CreditWatch

S&P said, "We expect to resolve the CreditWatch once the
refinancing closes and we have reviewed the final debt
documentation. We will likely raise our issuer credit rating on the
company to 'B+' if the transaction closes on the proposed terms. If
the transaction does not complete as expected, we could reassess
our ratings on Global Blue and withdraw the preliminary rating on
the debt."

Environmental, Social, And Governance

S&P said, "Governance and social factors are a moderately negative
consideration in our credit rating analysis of Global Blue. We view
financial sponsor-owned companies with aggressive financial risk
profiles as demonstrating corporate decision-making that
prioritizes the interests of the controlling owners, typically with
finite holding periods and a focus on maximizing shareholder
returns. At the same time, we see social risks as an inherent part
of the travel industry, which is exposed to health and safety
concerns, terrorism, cyberattacks, and geopolitical unrest."




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

AMPHORA FINANCE: GBP401.5MM Bank Debt Trades at 55% Discount
------------------------------------------------------------
Participations in a syndicated loan under which Amphora Finance Ltd
is a borrower were trading in the secondary market around 45.1
cents-on-the-dollar during the week ended Friday, November 10,
2023, according to Bloomberg's Evaluated Pricing service data.

The GBP401.5 million facility is a Term loan that is scheduled to
mature on June 1, 2025.  The amount is fully drawn and
outstanding.

Amphora Finance Limited operates as a special purpose entity. The
Company was formed for the purpose of issuing debt securities to
repay existing credit facilities, refinance indebtedness, and for
acquisition purposes. The Company's country of domicile is the
United Kingdom.


ATLAS FUNDING 2022-1: S&P Raises E-Dfrd Notes Rating to 'BB+ (sf)'
------------------------------------------------------------------
S&P Global Ratings raised its ratings on Atlas Funding 2022-1 PLC's
class B-Dfrd notes to 'AA+ (sf)' from 'AA (sf)', C-Dfrd notes to
'A+ (sf)' from 'A (sf)', D-Dfrd notes to 'BBB+ (sf)' from 'BBB
(sf)', E-Dfrd notes to 'BB+ (sf)' from 'BB (sf)', and X2-Dfrd notes
to 'BBB- (sf)' from 'B- (sf)', respectively.

At the same time, S&P affirmed its 'AAA (sf)' and 'CCC (sf)'
ratings on the class A and Z1-Dfrd notes, respectively.

S&P said, "Our ratings address timely receipt of interest and
ultimate repayment of principal for the class A notes, and ultimate
receipt of interest and repayment of principal for the other rated
notes. All previously deferred interest becomes immediately due
once that class becomes the most senior outstanding.

"The rating actions follow our full analysis of the most recent
information received and reflect the transaction's current
structural features. Our review reflects the application of our
relevant criteria."

The performance of the loans in the collateral pool since closing
has been strong. As of the August 2023 investor report, no losses
have been recorded since closing. Arrears marginally increased to
50 basis points from zero at closing.

S&P said, "The weighted-average foreclosure frequency (WAFF) and
weighted-average loss severity (WALS) levels for all ratings have
decreased since our closing analysis, reflecting lower
loan-to-value (LTV) and originator adjustments in our analysis. The
originator adjustment we applied in our analysis at closing was for
prefunding, considering the addition of these loans could risk
adversely affecting the pool's credit quality. Given that the
prefunding period has now ended, we have removed this penalty. The
pool's WALS has decreased at all rating levels, driven by a steady
increase in house prices, which has led to a reduction in the
pool's weighted-average indexed current LTV ratio."

  WAFF and WALS levels

  RATING LEVEL     WAFF (%)     WALS (%)

  AAA              23.37        52.39

  AA               15.78        44.12

  A                11.88        30.53

  BBB              8.18         21.80

  BB               4.28         15.28

  B                3.41          9.30

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.


S&P's operational, legal, and counterparty risk analysis for the
transaction remains unchanged since closing.

The liquidity reserve fund remains at the target level.

S&P's model cash flow results improved compared to our closing
analysis, mainly because of higher collections from the swap
counterparty due to the rising interest rate environment. The
Sterling Overnight Index Average currently exceeds 5%, versus less
than 0.5% at closing.

Following S&P's review, it raised S&P's ratings on the class
B-Dfrd, C-Dfrd, D-Dfrd, E-Dfrd, and X2-Dfrd notes. The upgrades
considered various additional factors beyond its credit and cash
flow analysis, such as the rate at which the notes amortized since
closing, each classes' relative position in the waterfall for
receiving interest and principal payments, the availability of the
notes' hard and soft credit enhancement, and the limited historical
pool performance.

S&P said, "Under our credit and cash flow analysis, these classes
can withstand our stresses at higher rating levels than those
currently assigned. However, these ratings also reflect the
uncertain macroeconomic outlook amid the cost of living crisis, the
challenging buy-to-let market environment, and a possible reduction
in excess spread, which may occur due to higher prepayments.
Considering all of these factors, we raised our ratings on these
classes of notes.

"At closing, the class X2-Dfrd notes faced large shortfalls in our
standard cash flow analysis due to their reliance on excess spread
generated on the asset portfolio.

"As of this review, this tranche not only benefits from higher
excess spread generated on the asset portfolio, but also benefits
from the redemption of the class X1-Dfrd notes and higher credit
enhancement in comparison to our closing analysis. We therefore
raised our rating on this class of notes to 'BBB- (sf)'.

"Following our review of the class A notes, we concluded that our
rating remains robust at the current level despite the additional
sensitivities performed. We therefore affirmed our 'AAA (sf)'
rating.

"For the class Z1-Dfrd notes, we performed a qualitative assessment
of the key variables, together with an analysis of the
transaction's performance as this class of notes failed our
standard cash flow analysis as well as steady state cash flow
scenario. We consider repayment of this class to be dependent upon
favorable business, financial, and economic conditions. We believe
that the payment of interest and principal on these notes is
commensurate with a 'CCC' rating. Given that the class continues to
fail a 'B' stress in our cash flow analysis, we affirmed our 'CCC
(sf)' rating."

The transaction is backed by a pool of buy-to-let loans secured on
first-ranking mortgages in the U.K.


B&M EUROPEAN: S&P Raises ICR to 'BB+' on Expected Earnings Growth
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit rating on B&M
European Value Retail S.A. (B&M) and its issue rating on the
company's senior secured debt to 'BB+' from 'BB'. S&P also assigned
its 'BB+' issue rating and '3' recovery rating (with a 65% recovery
estimate in a default scenario) to the proposed GBP250 million
senior secured notes.

S&P said, "The stable outlook reflects our view that the group will
continue to expand its scale while maintaining profitability
margins, and generate ample and increasing cash flow. We expect the
group to adhere to its financial policy and manage shareholder
payouts and leverage allowing to sustain its S&P Global-adjusted
debt to EBITDA of less than 2.5x and its free operating cash flow
(FOCF) to debt of more than 15%.

"We have revised our forecast based on B&M's
stronger-than-anticipated trading and profitability, thanks to
continued customer appeal and the addition of the trade-down
shoppers, new stores, and operating efficiency."

The group reported 10.4% revenue growth in the first half of fiscal
2024 and 6.2% like-for-like sales growth for B&M UK, driven by
continuous increase in transaction volume and basket value, which
validates its value proposition to budget-conscious shoppers. In
the backdrop of a recession risk that would continue to rein in
discretionary spending, coupled with the group's revised guidance
of quicker rollout of new and larger stores, S&P expects group
revenue to surpass GBP5.7 billion in fiscal 2025 and reach about
GBP6 billion in fiscal 2026. Rolling-12-month and first-half
profitability is also stronger than our expectation, thanks to
margin-enhancing product mix and operating efficiency benefits from
leveraging the expanding scale, helping to offset elevated labor
costs and energy price volatility. S&P expects S&P Global
Ratings-adjusted EBITDA margin to remain flat, at 15%-16% in fiscal
years 2024-2026.

With stronger cash flow expectations, S&P forecasts B&M will reach
and sustain credit metrics commensurate with the 'BB+' rating
faster than anticipated.

S&P said, "Building on our revised earnings forecast, we also
raised our expectations of the group's cash flow. We expect free
operating cash flow (FOCF) after leases to be about GBP345 million
for fiscal 2024 and continue rising above GBP390 million annually
in fiscal years 2025-2026. Profitability and organic cash
generation fuels sustained improvement in S&P Global
Ratings-adjusted credit metrics: We forecast debt-to-EBITDA of
2.2x-2.3x and FFO-to-debt of 32%-34% in 2025-2026, from 2.6x and
29.7%, respectively, in 2023. We also expect B&M will adhere to its
track record of managing shareholder returns in line with its
stated financial policy, including its 1.0x-1.5x reported net
leverage guidance (equivalent to our adjusted debt to EBITDA of
2.5x-3.0x), and ordinary dividend distribution of 30%-40% post-tax
earnings. With that, we assume the group will continue distributing
the surplus cash available after funding its growth projects to
shareholders and factored in payments of special dividends of
GBP200 million-GBP225 million annually, in addition to GBP140
million-GBP170 million ordinary dividends. However, we expect the
group will only finance the shareholder payments confined to its
operating cash flows, and forecast that discretionary cash flow
(DCF) after leases will at least break even in fiscal 2024 and
beyond."

B&M's extended debt maturity profile, ample revolver availability,
and robust cash flow underpin its liquidity and capital structure
commensurate with the rating.

When completed, the transaction will extend the maturity of the
GBP250 million of the existing GBP400 million senior secured notes
to 2030, leaving just GBP150 million of the original amount due in
July 2025. The transaction follows the earlier refinancing in March
2023, limiting debt maturities to GBP725 million in April-November
2028 (including the GBP250 million proposed notes, GBP225 million
SONIA+2% bank term loan, and GBP250 million 4% senior secured
notes) and less than GBP10 million of France loan facilities due
across 2023 and 2029. The proposed note will rank pari passu with
and benefit from the same guarantees as the rest of B&M's senior
secured instruments, including the GBP225 million bank term loan
and GBP225 million revolver. Nevertheless, the final amounts and
closure of the proposed refinancing are subject to the
transaction's successful execution. Overall, while S&P considers
the proposal leverage neutral, the group addressing the refinancing
risk well ahead of contracted maturities is credit positive.

S&P said, "The stable outlook reflects our view that B&M will
continue to expand its scale while maintaining profitability
margins at current levels, and generate ample and increasing cash
flow. We expect the group to adhere to its financial policy and
manage shareholder payouts and leverage allowing to sustain its S&P
Global Ratings-adjusted debt to EBITDA of less than 2.5x and its
FFO to debt of above 30%."

S&P could lower its rating if:

-- Operating performance and cash generation fall significantly
short of S&P's base-case scenario such that like-for-like
performance is negative or margins decline from current levels for
a prolonged period, FOCF to debt declines toward 15%, or FFO to
debt falls to 30% or less.

-- The group adopts a financial policy that is more aggressive
than S&P's expectation, manifested in material debt-funded
shareholder returns or acquisitions.

A further upgrade is unlikely in the next 12-24 months because
S&P's rating incorporates a substantial uplift in the trading
performance and credit metrics. However, S&P could raise its
ratings on B&M if the group significantly expands its scale and
diversity of earnings, driving improved profitability and cash
generation, particularly FOCF after leases, such that it achieves
substantially and sustainably stronger S&P Global Ratings-adjusted
credit metrics of:

-- FFO to debt over 45%; and
-- FOCF to debt over 25%.

Any rating upside would depend on the track record of adhering to
the financial policy commensurate with sustaining the stronger
credit metrics over the medium-term horizon and sustained expansion
in cash generation.


CO-OPERATIVE BANK: Moody's Rates New Subordinated Notes 'Ba3'
-------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 rating to the proposed
issuance of subordinated notes by The Co-operative Bank Holdings
Limited, the holding company of The Co-operative Bank plc. The
instrument is a Fixed Rate Reset Callable Subordinated Tier 2 Note
with an expected maturity of 10.5 years, non-callable for 5.5
years. The target amount is GBP200 million.

RATINGS RATIONALE

The Ba3 rating assigned to the proposed debt issuance is based on
(1) The Co-operative Bank plc`s ba2 Baseline Credit Assessment
(BCA), (2) Moody`s forward-looking Advanced Loss Given Failure
(LGF) analysis indicates that The Co-operative Bank Holdings
Limited's subordinated debt will suffer a high loss given failure
and (3) a low probability of support from the Government of the
United Kingdom (UK, Aa3 stable), which does not result in any
rating uplift from the BCA.

Given the modest volume of junior debt and limited protection from
more subordinated instruments and residual equity, Moody's Advanced
LGF analysis indicates a high loss-given-failure for the
subordinated notes resulting in a one notch negative differential
from The Co-operative Bank plc's BCA which is ba2. Moody's also
expects the volume of any further senior unsecured and subordinated
debt issued by the holding company to remain broadly stable as the
bank's moderately grows its assets.

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

The Co-operative Bank plc's BCA could be upgraded following a
further improvement in profitability, leading to durable and
sustainable internal capital generation through earnings. An
upgrade of the BCA would lead to an upgrade of the long-term
deposit ratings of The Co-operative Bank plc and the senior
unsecured debt of The Co-operative Bank Holdings Limited. The
holding company's senior unsecured debt rating could also be
upgraded following a material increase in the stock of bail-in-able
liabilities issued by The Co-operative Bank Holdings Limited or by
The Co-operative Bank plc.

The Co-operative Bank plc's BCA could be downgraded following
evidence that the bank will not return to a sustainable level of
net profitability beyond 2022 or if asset risk began to show strong
signs of weakness. A downgrade of The Co-operative Bank plc's BCA
would lead to a downgrade of all long-term ratings of The
Co-operative Bank plc and The Co-operative Bank Holdings Limited.
However, given the positive outlook there would be limited downward
pressure on The Co-operative Bank Holdings Limited's ratings.

PRINCIPAL METHODOLOGY

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


DELTA TOPCO: Fitch Affirms 'BB' LT IDR, Alters Outlook to Positive
------------------------------------------------------------------
Fitch Ratings has revised Delta Topco Limited's (Formula 1) Outlook
to Positive from Stable, while affirming its Long-Term Issuer
Default Rating (IDR) at 'BB'. Fitch has also affirmed Delta 2 (Lux)
S.a r.l.'s senior secured instrument rating at 'BB+' with a
Recovery Rating of 'RR2'.

The revision of the Outlook reflects the rapid deleveraging
expected in 2023, driven by organic revenue growth across the race
calendar and positive contribution from the Las Vegas Grand Prix
(GP). Fitch expects continued deleveraging thereafter with EBITDA
leverage approaching its upgrade threshold of 2.8x by 2025. This is
supported by an additional two races confirmed on the 2024
Championship calendar, record fan engagement and a strong revenue
pipeline with a high proportion of revenue contracted through
2025.

Rating constraints include limited product diversification, race
cancellation risk and some exposure to macro-economic challenges in
2024.

KEY RATING DRIVERS

Revenue Growth Outpacing Expectations: Revenue growth in 9M23 was
up over 9% yoy, with 16 events having taken place in each
nine-month period. Formula 1 reported strong growth across the
group including media rights, sponsorship, hospitality and F1TV.
Race promotion revenues were also higher due to a favourable race
mix as two additional races were outside of Europe YTD in 2023,
where race fees are typically higher. All remaining races in 2023
will be outside of Europe, including Las Vegas, which is projected
to reach USD0.5 billion in revenues.

Cancelled Races Return in 2024: Revenue growth in 2023 would have
been stronger were it not for the enforced late cancellation of the
Emilia Romagna GP in April followed localised flooding, and the
inability to stage the Chinese GP, both of which will return to the
calendar in 2024. Fitch now forecasts revenue for 2023 to grow to
just under USD3.3 billion with only 22 races being held, versus its
previous forecast of USD3.1 billion with 24 races.

Accelerated Deleveraging: Fitch forecasts around 3.2x Fitch-defined
EBITDA leverage in 2023, down from 4.0x in 2022. Thereafter Fitch
expects leverage to fall to its upgrade sensitivity by 2025, one
year sooner than forecast. This reflects strong organic growth in
2023, two additional races being added to the calendar in 2024 and
its expectations of improved economics from the Las Vegas GP from
2024.

Headroom Against Financial Policy: Formula 1-defined net leverage
was 2.2.x at end-3Q23, well below parent Liberty Media's financial
policy of net debt at below 5x EBITDA. Formula 1 paid a USD300
million dividend in July 2023 and Fitch believes further
shareholder returns to Liberty Media seem likely given Formula 1's
large cash balance and expected strong free cash flow (FCF)
generation.

Gross Leverage Rating Sensitivities: Its leverage sensitivities are
based on gross leverage so shareholder returns of excess cash flows
should not reduce headroom in the rating. Gross leverage could
increase if the company issues new debt to fund additional
shareholder returns though Fitch views this as unlikely in the near
future.

F1 Popularity Boost for Vegas: The sport continues to be highly
popular in 2023 with fan attendance breaking records in 2023 at
major events, including the British, Japanese and Mexican GPs.
Global TV reach averages 70 million per race and social media
subscribers have grown 18% in the year to around 68 million across
all platforms.

While the winners of the 2023 Drivers and Constructors
Championships have been determined, the Las Vegas GP in November
2023 still looks set to be one of the biggest sporting events of
the year in the US, due to the uniquely famous location of the
street race and following strong attendances at both Miami and
Austin races.

Contracted Revenue Visibility: Formula 1's business model is built
on revenues from multi-year contracts with media companies, race
promoters, corporate sponsors and others. The majority of its race
revenues come from fixed-fee contracts, which are not directly
exposed to viewership or race attendance volatility. Contracted
revenue pipeline at end-3Q23 was USD11.1 billion from such
sources.

Well-Staggered Contract Maturities: Across media rights, few of
Formula 1's most material contracts are due for renewal before
2028. All 24 races on the 2024 calendar are under contract with
many races under contract for a number of years. Nine races are now
contracted to 2030. On sponsorship, Formula 1's contract renewal
requirements are also staggered, with few material contracts
requiring renewal for either 2024 or 2025.

Narrow Product Diversification: As with other sports leagues, the
competitive dynamics are key to maintaining its popularity. While
the introduction of the sport's cost cap and revised regulations
have improved racing down the field and narrowed the competitive
gap, Max Verstappen has won each of the last three Driver's
Championships and while this is not uncommon for the sport with the
likes of Lewis Hamilton, Sebastian Vettel and Michael Schumacher
all being multiple-repeat champions, Max Verstappen's win rate in
2023 is currently at a historically high 85%.

If these win rates persist for any driver it could weaken the
sports appeal to fans, given the predictable nature of the results.
With limited product diversification beyond the sport, a sustained
decline in the viewership or fan engagement could create negative
revenue pressure beyond 2025.

Limited Refinancing Risk: Formula 1's term loans are long-dated,
maturing between 2028 and 2030. EBITDA growth leads to ample
deleveraging capacity and FCF is expected to be consistently
positive. Interest coverage is trending above 5x and interest
payments will be around USD17 million lower following a successful
October 2023 term loan B repricing in a challenging rates
environment.

Capex commitments are expected to reduce from 2024 with much of
2023's capex being non-recurring. Non-recurring capex related to
the completion of a major refurbishment of Formula 1's Motorsport
and Technology Centre and Las Vegas GP project costs. Fitch expects
FCF margins to be in the low-to-mid single digits for the next four
years.

Macro-economic Challenges Manageable: Fitch expects a challenging
global macroeconomic environment to persist in 2024. This may lead
to a reduction in corporate budgets for spending in areas like
corporate hospitality and sponsorship, which may create more
difficult conditions for revenue growth beyond what has already
been secured.

DERIVATION SUMMARY

Formula 1's rating benefits from holding exclusive commercial
rights to one of the most popular sports globally. Good revenue
visibility, a flexible cost structure, strong brand recognition and
F1's unique position in the global sports market support the
company's credit profile. The rating is constrained by the lack of
meaningful product diversification, some concentration of customers
in broadcasting and sponsorship and modestly high leverage, which
Fitch expects to decline with the projected growth in EBITDA.

Formula 1's operating profile as well as its main product are
unique and given the lack of direct peers Fitch benchmarks it
against a wide range of Fitch-rated media companies.

Higher-rated larger peers such as Informa PLC (BBB-/Stable) or
Pearson Plc (BBB-/Positive) have lower leverage and stronger
product diversification. Similar to these companies, Formula 1 is
exposed to secular shifts in media consumption and economic cycles
via advertising revenues though its long-term contracts mitigate
this.

Formula 1 compares favourably with the broader media peer group in
the non-investment grade range, as the company demonstrated
resilience during the pandemic with its flexible cost structure,
ample liquidity and strong relationships with key partners and
customers. Football rights management company Subcalidora 1 S.a.r.l
(Mediapro; B/Stable) has a low rating, reflecting its customer
concentration risk from a single contract for agency services with
La Liga international.

KEY ASSUMPTIONS

- Twenty-two races to be held in 2023 followed by 24 races per year
in all years to 2026

- Revenue to grow 28% in 2023 followed by mid-single-digit growth
to 2026

- Fitch-defined EBITDA margin of around 22.5% in 2023 and gradually
improving to 23.3% by 2026

- Capex at 1% of revenue in 2023-2026, excluding any one-off capex
related to the Las Vegas GP project in 2023

- Excess cash flows to be managed at Liberty Media with dividend
payments at USD400 million to USD500 million per year between 2023
and 2026

RATING SENSITIVITIES

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

- Growth in EBITDA or a positive change in financial policy leading
to Fitch-defined EBITDA leverage below 2.8x on a sustained basis

- EBITDA interest coverage above 5.5x on a sustained basis

- Increase in average contract length with broadcasters, sponsors
and promoters

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

- Fitch-defined EBITDA leverage sustained above 3.8x

- Material decline in popularity of the sport driving a loss of (or
significant reduction in terms at renewal) contracts with key
broadcasters or sponsors, in turn leading to material pressure on
revenues

- Change in a future Concorde agreement leading to a reduction in
the proportion of pre-team share EBIT for Formula 1

- EBITDA interest coverage expected to remain below 4.5x on a
sustained basis

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch views Formula 1's liquidity position
as strong, as Fitch expects its pre-dividend FCF margin to average
16% in the four years to 2026. Its next significant debt maturities
are in 2028 and 2030.

Fitch expects the company to have strong headroom for its upcoming
interest payments and amortisation payments on its term loan A.
Formula 1 supports its liquidity with a USD500 million revolving
credit facility and strong cash flow generation. At end-September
2023, USD415 million of cash was held in the FWON tracker at parent
company level, which could provide support to Formula 1, if
required.

ISSUER PROFILE

Formula 1 is responsible for the commercial running and development
of the FIA Formula One World Championship, during which it
coordinates and/or transacts with stakeholders including the FIA,
the teams, race promoters, worldwide media organisations,
advertisers and sponsors.

ESG CONSIDERATIONS

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

   Entity/Debt              Rating        Recovery   Prior
   -----------              ------        --------   -----
Delta Topco Limited   LT IDR BB  Affirmed            BB

Delta 2 (Lux)
S.a r.l.

   senior secured     LT     BB+ Affirmed   RR2      BB+

ELVET MORTGAGES 2023-1: DBRS Gives Prov. BB(high) Rating to E Notes
-------------------------------------------------------------------
DBRS Ratings Limited assigned provisional credit ratings to the
residential mortgage-backed notes to be issued by Elvet Mortgages
2023-1 PLC (the Issuer) as follows:

-- Class A at AAA (sf)
-- Class B at AAA (sf)
-- Class C at A (high) (sf)
-- Class D at BBB (high) (sf)
-- Class E at BB (high) (sf)

The credit ratings on the Class A and Class B notes address the
timely payment of interest and the ultimate repayment of principal
on or before the final maturity date in August 2065. The credit
ratings on the Class C, Class D, and Class E notes address the
ultimate payment of interest and principal.

DBRS Morningstar does not rate the Class Z notes, the VRR notes, or
the residual certificates also expected to be issued in this
transaction. The VRR notes represent 5% of the portfolio.

CREDIT RATING RATIONALE

The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in the United Kingdom (UK). The Issuer will use the
proceeds from the issuance of the notes to fund the purchase of
prime and performing owner-occupied (OO) mortgage loans originated
by Atom Bank and secured over properties located in the UK. This is
the fifth securitization from Atom Bank and the second that is
rated by DBRS Morningstar. The initial mortgage portfolio consists
of GBP 490 million of first-lien mortgage loans collateralized by
OO residential properties in England, Scotland, Wales, and Northern
Ireland. The mortgages were mostly granted between 2021 and 2023,
with a few cases dating back to 2017.

Atom Bank is the servicer of the transaction. In order to maintain
servicing continuity, Law Debenture Corporate Services Limited will
be appointed as the backup servicer facilitator. Atom Bank is also
the originator and the seller of this transaction. Atom Bank was
founded in 2014 in Durham, UK, as the UK's first app-based bank
with no physical branches. It launched its residential mortgage
platform in December 2016.

The Issuer is expected to issue six tranches of collateralized
mortgage-backed securities (the Class A to Class Z notes) to
finance the purchase of the portfolio. The transaction is
structured to initially provide 11.0% of credit enhancement to the
Class A notes. This includes subordination of the Class B to Class
Z notes.

The transaction also features a general reserve fund (GRF) and a
liquidity reserve fund (LRF). The LRF will be available to cover
shortfalls in senior fees and interest payments on the Class A and
Class B notes after the application of revenue and the GRF. The LRF
will be funded from the issuance of the notes on the closing date
and its initial balance will be 1.5% of the current balance of the
portfolio as at the cut-off date. On each interest payment date
(IPD), the target level of the LRF will be 1.5% of the current
balance of the portfolio as at the end of the collection period
until the Class B notes have been redeemed. The excess amounts
after full amortization of the Class A and Class B notes will form
part of the available revenue funds.

The GRF will also provide liquidity and credit support to the rated
notes and the Class Z notes. It will have a zero balance at closing
but, on each following IPD the target level will be 1.5% of the
current balance of the portfolio as at the cut-off date minus the
LRF target amount. The GRF will be available to cover shortfalls in
senior fees, interest, and any principal deficiency ledger (PDL)
debits on the Class A to Class Z notes after the application of
revenue. The GRF will form part of available revenue funds on the
payment date that the Class Z notes will be redeemed in full.

Principal can be used to cure any shortfalls in senior fees or
unpaid interest payments on the most-senior class of the rated
notes outstanding after using revenue funds and both reserves.
Principal can also be used to cure any shortfalls on the notes that
are not the most-senior class of notes outstanding as long as the
relevant PDL balance for each of those notes is less than 10%. Any
use will be recorded as a debit in the PDL. The PDL comprises six
subledgers that will track the principal used to pay interest, as
well as realized losses, in a reverse-sequential order that begins
with the Class Z subledger.

The notes' terms and conditions allow interest payments, other than
on the Class A notes, to be deferred if the available funds are
insufficient, even when the class is the most senior, and deferred
interest becomes due at maturity.

On the interest payment date in November 2028, the coupon due on
the notes will step up and the notes may be optionally called. The
notes must be redeemed for an amount sufficient to fully repay
them, at par, plus pay any accrued interest.

As of  August 31, 2023, the provisional portfolio consisted of
2,478 loans with an aggregate principal balance of GBP 490.1
million. The majority of the loans in the pool were originated
during 2023 (66.0%), 2022 (24.8%), and 2021 (6.2%). Because of
this, the weighted-average (WA) seasoning of the pool is relatively
low at nine months. The WA original loan-to-value (LTV) is 80.8%
and the WA indexed current LTV (CLTV) of the portfolio as
calculated by DBRS Morningstar is 79.1%, with 61.2% of the loans
having an indexed CLTV higher than 80%. The pool is primarily
concentrated in London (16.4%), Scotland (15.6%), and the South
East (15.1%). The majority of the loans in the portfolio (94.4%)
were granted to employed borrowers and the remainder mainly
self-employed borrowers (5.4%). None of the loans in the pool have
prior county court judgements or are currently in arrears,
reflecting the good quality of the portfolio.

All loans in the portfolio are fixed-rate loans for an initial
period of time (3.4 years on a WA basis) before they revert to Atom
Bank's standard variable rate (SVR), currently set at 7.14%. The
current WA coupon of the portfolio is 4.09%. The interest on the
notes is calculated based on the daily-compounded Sterling
Overnight Index Average (Sonia), which gives rise to interest rate
risk. As the SVR is set by the lender with no contractual margin
and no direct link to an index, DBRS Morningstar assumed the SVR to
be a compressed margin over Sonia.

The Issuer is expected to enter into a fixed-floating swap with
NatWest Markets plc (NatWest) to mitigate the interest rate risk
from the fixed-rate mortgage loans and Sonia payable on the notes.
Based on DBRS Morningstar's ratings on NatWest (which has a
Long-Term Issuer Rating of "A" and a Critical Obligations Rating of
AA (low)), the downgrade provisions outlined in the documents, and
the transaction structural mitigants, DBRS Morningstar considers
the risk arising from the exposure to NatWest to be consistent with
the ratings assigned to the notes as described in DBRS
Morningstar's "Derivative Criteria for European Structured Finance
Transactions" methodology.

Monthly mortgage receipts are deposited into the collections
account at National Westminster Bank plc and held in accordance
with the collection account declaration of trust. The funds
credited to the collection account are swept on the next business
day to the Issuer's account. The collection account declaration of
trust provides that interest in the collection account is in favor
of the Issuer over the seller. Commingling risk is considered
mitigated by the collection account declaration of trust and the
regular sweep of funds. If the collection account provider is
downgraded below BBB (low), the collection account bank will be
replaced or guaranteed by an appropriately rated bank within 35
calendar days.

Citibank, N.A., London Branch (Citibank London) holds the Issuer's
transaction account from the closing date. The Issuer will also
hold an additional transaction account at BNP Paribas, London
Branch (BNPP London) and, after the closing date, any amounts
standing in the Citibank London transaction account can be
transferred to the BNPP London transaction account on any business
day. Based on DBRS Morningstar's private ratings on Citibank London
and BNPP London, replacement provisions, and investment criteria,
DBRS Morningstar considers the risk arising from the exposure to
Citibank London and BNPP London to be consistent with the ratings
assigned to the rated notes as described in DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology.

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

-- The transaction's capital structure and the form and
sufficiency of available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar calculated the probability of default (PD), loss given
default (LGD), and expected loss (EL) outputs on the mortgage
portfolio. DBRS Morningstar uses the PD, LGD, and Els as inputs
into the cash flow tool. DBRS Morningstar analyzed the mortgage
portfolio in accordance with its "European RMBS Insight: UK
Addendum" methodology.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A, Class B, Class C, Class D, and
Class E notes according to the terms of the transaction documents.

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents.

-- DBRS Morningstar's sovereign rating on the United Kingdom of
Great Britain and Northern Ireland at AA with a Stable trend as of
the date of this press release.

-- The consistency of the legal structure with DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology and the presence of legal opinions that address the
assignment of the assets to the Issuer.

DBRS Morningstar's credit rating on the rated notes addresses the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each of the rated notes are the related
Interest Amounts and the related Class Balances.

DBRS Morningstar's credit rating on the rated notes also addresses
the credit risk associated with the increased rate of interest
applicable to each of the rated notes if the rated notes are not
redeemed on the Optional Redemption Date (as defined in and) in
accordance with the applicable transaction documents.

DBRS Morningstar's credit rating does not address non-payment risk
associated with contractual payment obligations contemplated in the
applicable transaction documents that are not financial
obligations.

DBRS Morningstar's long-term credit ratings provide opinions on
risk of default. DBRS Morningstar considers risk of default to be
the risk that an issuer will fail to satisfy the financial
obligations in accordance with the terms under which a long-term
obligation has been issued.

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

KAGOOL: Goes Into Administration After Decline in IT Investments
----------------------------------------------------------------
Business Sale reports that Kagool, a data, analytics and ERP firm
based in Coventry, has fallen into administration after announcing
last month that it would seek to review its restructuring options.


In October, the company stated that it had experienced "a
significant decline" in IT investments in both the UK and EU over
the past year, Business Sale relates.

As a result, the company stated that its UK operations were "no
longer viable in their current form" and that it would explore
restructuring options, Business Sale notes.  UHY Hacker Young has
now been appointed as administrators to the company's UK
operations, Business Sale discloses.

Kagool, which was founded in 2004, is headquartered at Friars House
in Coventry, with another UK office in London.  The company also
has a significant international operation, with offices in Chicago,
Singapore, Philippines, Kuala Lumpur, Mexico, Pune, Hyderabad,
Dubai and Qatar.

Last month, the company stated that any restructuring efforts would
only impact the firm's UK operations and that its international
business would be unaffected, Business Sale recounts.

In its accounts at Companies House for the year ending July 31
2022, Kagool had total assets of slightly over GBP6 million, with
net liabilities amounting to GBP1.4 million, according to Business
Sale.


ROOTS IN THE SKY: Placed Under Receivership After Loan Default
--------------------------------------------------------------
Bloomberg News reports that a London office project that included
plans for a 1.4 acre urban rooftop forest has been placed under
receivership after defaulting on a loan from the billionaire Reuben
Brothers.

A receiver has been appointed to the company behind Roots in the
Sky, the proposed redevelopment of Blackfriars Crown Court in
London's Southwark district, Bloomberg relays, citing a filing.  A
company controlled by Fabrix Capital acquired the property in
February 2020 and planned to redevelop it into a 430,000 square
feet (39,948 square meters) office, Bloomberg recounts.

Rising interest rates have roiled commercial real estate, crimping
valuations and pushing up landlords' relative indebtedness, causing
some to default, Bloomberg discloses.  It has been particularly
brutal for developers who have also had to contend with soaring
construction costs and uncertainty over future demand, Bloomberg
notes.

Fabrix acquired the site just before Britain's first coronavirus
lockdown, a time when competition for projects was fierce,
Bloomberg recounts.  The company paid over GBP64 million (US$78
million) for the vacant buildings, filings show, Bloomberg notes.
The properties were originally put up for sale by HM Courts and
Tribunals Service for GBP45 million, EG reported in March 2019,
Bloomberg states.

Fabrix is working with Motcomb Estates, a property company owned by
the Reuben Brothers, to find a solution for the project, according
to people with knowledge of the discussions, who asked not to be
identified discussing internal matters, Bloomberg notes.

Options being considered include bringing in a new partner to help
fund the construction, they said, Bloomberg relates.



                           *********


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

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

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

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

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

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


                * * * End of Transmission * * *