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

                          E U R O P E

          Friday, November 17, 2023, Vol. 24, No. 231

                           Headlines



A U S T R I A

SIGNA GROUP: Central Group Set to Take Control of Selfridges


G E R M A N Y

BRANICKS GROUP: S&P Cuts ICR to 'B+' on Reducing Liquidity Headroom
GERMANY: Number of Company Bankruptcies Continues to Rise


I R E L A N D

ARINI EUROPEAN I: Fitch Assigns 'B-(EXP)sf' Rating to F Notes
FLUTTER ENTERTAINMENT: Moody's Affirms 'Ba1' CFR, Outlook Stable
HAYFIN EMERALD I: Fitch Affirms 'B-sf' Rating on Class F-R Notes
LAURELIN 2016-1: Fitch Affirms 'B-sf' Rating on Class F-R Notes
TORO EUROPEAN 5: S&P Affirms 'B- (sf)' Rating on Class F Notes



K A Z A K H S T A N

FREEDOM HOLDING: 2 Directors, Deloitte OK'd at Annual Meeting


L U X E M B O U R G

SK INVICTUS II: S&P Downgrades ICR to 'B', Outlook Negative


P O L A N D

ALIOR BANK: Fitch Affirms 'BB' LongTerm IDR, Alters Outlook to Pos.


P O R T U G A L

ARES LUSITANI: Fitch Affirms 'BB+sf' Rating on Class D Notes


S P A I N

CAIXABANK PYMES 13: Moody's Rates EUR390M Series B Notes 'Caa1'
EROSKI S. COOP: Moody's Assigns B2 CFR, Rates New Secured Notes B2


T U R K E Y

AYDEM YENILENEBILIR: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
MERSIN INTERNATIONAL: S&P Rates New Sr. Unsecured Notes 'B'
TURKIYE WEALTH: Fitch Affirms 'B' LongTerm IDR, Outlook Stable


U N I T E D   K I N G D O M

BYM CAPITAL: Goes Into Administration
FLINT GROUP: Moody's Gives Caa2 CFR, Rates 1st Lien Term Loan Caa2
HMV: To Return to Oxford Street Following Rescue Takeover
MAGNUS GROUP: Set to Go Into Administration
S4 CAPITAL: Fitch Lowers LongTerm IDR to 'BB-', Outlook Negative

TREKA BUS: Set to Appoint Administrators After Fall in Revenue
[*] UK: Insolvencies in England and Wales Up 18% in October 2023


X X X X X X X X

[*] BOOK REVIEW: The Titans of Takeover
[*] Simpson Thacher Announces 32 New Partners

                           - - - - -


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A U S T R I A
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SIGNA GROUP: Central Group Set to Take Control of Selfridges
------------------------------------------------------------
Laura Onita and Sam Jones at The Financial Times report that Thai
investor Central Group is set to take control of the company behind
London's upmarket department store Selfridges, amid a financial
crisis at its Austrian co-owner Signa.

Central Group, owned by the Chirathivat family, on Nov. 14 said it
will become the majority owner of Selfridges Group -- which also
includes retailers De Bijenkorf in the Netherlands, as well as
Brown Thomas and Arnotts in Ireland -- after it converted a loan
into equity, the FT relates.  Central and Signa bought the group
for GBP4 billion almost two years ago, the FT recounts.

Signa was founded by Austrian developer Rene Benko, 46, in 2000,
and has grown to become one of central Europe's most prominent
property investors.  Mr. Benko's relationship with Central, which
began when he sold a stake in his ownership of Berlin's flagship
luxury department store, KaDeWe to it in 2015, has been one of the
most consequential for Signa of the past decade.

Together they also own Munich's most prestigious department store,
Oberpollinger, Hamburg's premier venue the Alsterhaus, and the
Swiss chain of luxury department stores, Globus.

The two are also in the throes of building what they hope will
become Vienna's new destination luxury store, Lamarr -- named after
the Austrian-born Hollywood actress, Hedy Lamarr.

Signa's financial difficulties have cast doubt over the future of
all the venues, the FT states.

For more than a year, Signa has struggled to raise urgently needed
fresh capital, in order to finish projects and service its
increasingly burdensome debt obligations, the FT relates.

Rising interest rates, falling commercial property values and a
downturn in the luxury market have combined in a perfect storm for
the sprawling Austrian property empire, the FT discloses.

Its highly opaque, complicated ownership structure -- controlled
via a series of trusts by Benko until he agreed to relinquish his
role as part of a restructuring last week -- has added to market
fears about the group's financial safety, the FT notes.

An analysis by JPMorgan on Nov. 14 estimates Signa owes European
banks and other entities -- which include its own investors -- more
than EUR13 billion, according to the FT.




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G E R M A N Y
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BRANICKS GROUP: S&P Cuts ICR to 'B+' on Reducing Liquidity Headroom
-------------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Branicks Group AG (previously named DIC Asset AG) and its senior
unsecured debt to 'B+' from 'BB-'. S&P's recovery rating on the
senior unsecured debt remains unchanged at '3'. At the same time
S&P placed the ratings on CreditWatch with negative implications.

The CreditWatch placement reflects the possibility that Branicks
might not secure sufficient liquidity sources over the upcoming few
months to cover its 2024 maturities, which could result in its
liquidity position deteriorating rapidly.

Branicks' liquidity headroom has tightened, while company actions
in recent months have not been sufficient to cover the company's
short-term needs. In October, Branicks repaid the EUR150 million
bond maturity with available cash on balance sheet. S&P estimates
that pro forma the repayment, the company's unrestricted cash
position stands at about EUR118 million. Meanwhile, 2024 debt
maturities amount to approximately EUR581 million (with EUR477
million due in the 12 months from September 2023). This includes
the remaining bridge loan of EUR200 million and about EUR160
million of promissory notes due between March and July 2024.

Branicks has not been able to ensure sufficient liquidity sources
to cover upcoming debt maturities yet, and is therefore reliant on
a rapid funding solution. S&P said, "We understand that the company
is planning several options to be completed over the coming weeks,
including the receipt of larger disposal proceeds. However, we
remain cautious about the timing and price of further disposals and
refinancing solutions, given the volatile market environment and
higher interest rate environment."

S&P said, "We also understand that the company's headroom under its
bond covenants for loan to value (LTV; set at 60%) remained tight
at below 10% as of Sept. 30, 2023. We see an increased risk of
decline in the interest coverage ratio from the current reported
level of 2.3x. This is also a maintenance-base covenant under the
bond documentation, set at a minimum of 1.8x.

"Our base case remains broadly unchanged, with sustained high
leverage and a relatively low EBITDA interest coverage, stemming
from further expected property devaluations and elevated cost of
debt.We expect the company's S&P Global Ratings-adjusted
debt-to-debt-plus-equity ratio to remain at about 56%-59% (59% as
of third-quarter 2023), and adjusted EBITDA interest coverage ratio
to remain relatively low at about 1.8x-2x (1.9x as of third-quarter
2023 on a rolling-12-months [RTM] basis) in 2023 and 2024. This
mainly reflects the elevated cost of recent refinancing activities,
including the extended bridge loan and an increase to floating
rated debt to about 24% as of Sept. 30, 2023, versus 15% as of Dec.
31, 2022.

"Our base case further assumes that the company will take the
necessary steps to address its liquidity concerns, and we forecast
about EUR200 million-EUR300 million of cash inflow in the next few
months as a result of the actions taken (this could include access
to various funding sources, such as disposal proceeds or upsizing
of existing bank financings, among others). We understand that
Branicks did not perform an external valuation test for its
properties during the first nine months of 2023, but will report an
updated external valuation result in its annual 2023 report. We
have assumed a negative property valuation of about 4%-7%, in line
with peers operating in a similar market and the company's own
forecast, based on first internal assessments and feedback received
by evaluators.

"We estimate adjusted debt to annualized EBITDA at about 14x-16x
(16.4x as of third-quarter 2023 RTM) over our forecast horizon.
Following the partial repayment of the bridge loan in July 2023 and
an extension of the remaining EUR200 million to July 2024, the
company's average debt maturity profile remained largely stable at
3.6 years (3.8 years excluding the bridge) in comparison with 3.5
years as of Dec. 31, 2022. Meanwhile, the company's average cost of
debt increased to 3% from 1.9% at year-end 2022. We forecast the
average cost of debt will remain at about 3%-3.5% over the next 12
months."

S&P expects the operating fundamentals of Branicks' properties to
remain broadly stable for the next 12 months. As of September 2023,
the fair value of the owned portfolio declined to approximately
EUR4.0 billion from EUR4.5 billion in December 2022, mainly because
about 31 properties were transferred to the recently established
VIB retail fund in first-quarter 2023, in addition to some small
sales. The European Real Estate Association's (EPRA) vacancy rate
for Branicks' owned portfolio stood at a low 5% at the end of
third-quarter 2023, slightly higher than the reported 4.3% in
December 2022, mainly disposal-driven and because vacancy increased
to 8.7% in the office segment versus 7.8% reported in December
2022.

Branicks reported a solid like-for-like rental growth of 6.8% as of
third-quarter 2023, benefiting from lease renewals and rent
indexation, because more than 90% of the lease contracts are linked
to the consumer price index (CPI). S&P expects stable and positive
like-for-like rental income growth of at least 5%-6% in 2023 and
2%-3% in 2024, supported by its CPI inflation expectations for
Germany of 6.3% and 2.8% in 2023 and 2024, respectively.

Although the ongoing tough market environment combined with
cost-saving initiatives (in the context of the company's
"Performance 2024" action plan) and potential reduction of required
office space could represent a threat to further operational growth
for office real estate landlords--and slowing demand could affect
occupancy levels and rental income over the next two to three
years--Branicks' lease portfolio is well spread, with only 1.2% of
leases (of annualized rental income) maturing in fourth-quarter
2023 and 5.1% in 2024, limiting short-term vacancy risks.

The CreditWatch negative reflects the possibility of a downgrade by
at least one notch within the next few months, if Branicks does not
secure sufficient funding sources to meet upcoming short-term
financial obligations, including about EUR160 million of promissory
notes due in the second quarter of 2024 and its EUR200 million
bridge loan due in July 2024.

S&P could affirm the ratings on Branicks if the company
successfully executes its refinancing plans, including securing
enough liquidity to amply cover its short-term maturities and
increase covenant headroom.


GERMANY: Number of Company Bankruptcies Continues to Rise
---------------------------------------------------------
Deutsche Welle reports that Germany is seeing a growing number of
businesses apply for insolvency as well as declaring bankruptcy
according to its Federal Statistics Office (Destatis), which
published preliminary details from an annual report on Nov. 14.

According to the office's data, insolvency applications rose 22.4%
in October 2023 as compared to October 2022, DW discloses.  That
number had been 19.5% in September, DW notes.

Statisticians said they have consistently registered double-digit
increases since June, DW relates.

The actual timing of such fluctuations is imprecise, however, as
the processing of applications can drag on for several months, DW
notes.

The office added that these statistics only apply to those
companies that go out of business within the framework of an
orderly insolvency process and not those that are subject to forced
bankruptcy due to inability to pay their bills or for other
reasons, DW relates.

According to DW, despite the increasing trend -- fueled in part by
a weak overall economy -- experts said they do not expect a tsunami
of bankruptcies across the country, calling the phenomenon a
natural thinning of businesses that simply are not prepared for the
future.

"We won't be seeing jumps like those of the early 2000s — with
more than 30,000 bankruptcies per year -- in the future," said
Christoph Niering, chairman of the German Registered Association of
Insolvency Administrators (VID), last week in Berlin.

Mr. Niering, as cited by DW, said it was reasonable for companies
to seek help but added that, "specialized labor shortages and
demographic trends show how important it is to consciously remove
those businesses with no future-viable business concept from the
market."

He added that state assistance and relaxed rules regarding forced
insolvency during the coronavirus pandemic and the energy crisis
had artificially kept companies above water, DW relays.  

Mr. Niering said it is therefore normal that insolvencies are now
on the rise.

The Federal Statistics Office said commercial bankruptcies rose by
more than one-third in August (the most recent month with final
numbers), with 1,556 declarations, or a 35.7% year-on-year increase
over August 2022, DW relates.

Total commercial debt owed to creditors in August 2023 was
estimated at roughly EUR1.8 billion (US$1.95 billion), EUR1 billion
more than in 2022, DW discloses.

According to DW, statistics show that from a baseline of 10,000
companies, some 4.6% filed for bankruptcy.  Of these, businesses in
the transportation and storage sectors were hardest hit (9.9%), DW
notes.  These were followed by service industry businesses (7%), DW
states.

Christoph Niering of the VID warned that the trend would continue
to affect those businesses using lots of energy as well as those in
the health sector, saying bankruptcies would likely hit the
construction and real estate sectors next, DW relates.

"Higher interest rates and significantly lower demand will not put
developers under pressure and could also hit smaller construction
companies soon," he said.

Those least affected by the trend were those in the energy sector
(0.6%), according to DW.




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I R E L A N D
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ARINI EUROPEAN I: Fitch Assigns 'B-(EXP)sf' Rating to F Notes
-------------------------------------------------------------
Fitch Ratings has assigned Arini European CLO I DAC expected
ratings.

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

   Entity/Debt        Rating           
   -----------        ------           
Arini European
CLO I DAC

   A              LT AAA(EXP)sf  Expected Rating
   B              LT AA(EXP)sf   Expected Rating
   C              LT A(EXP)sf    Expected Rating
   D              LT BBB-(EXP)sf Expected Rating
   E              LT BB-(EXP)sf  Expected Rating
   F              LT B-(EXP)sf   Expected Rating
   Subordinated   LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Arini European CLO I DAC is a securitisation of mainly senior
secured obligations (at least 90%) with a component of senior
unsecured, mezzanine, second-lien loans and high-yield bonds. The
note proceeds will be used to fund an identified portfolio with a
target par of EUR400 million.

Squarepoint Capital, acting as portfolio manager, has outsourced
the operational day-to-day management to Arini Capital Management
Limited, which must adhere to the compliance framework of
Squarepoint. Once Arini Capital Management Limited has received all
necessary certifications, they will replace Squarepoint as manager.
This change should make no difference to the operational continuity
for the day-to-day management of the CLO. The CLO envisages a
4.6-year reinvestment period and an 8.5-year weighted average life
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.5.

Strong Recovery Expectation (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 63.7%.

Diversified Portfolio (Positive): The maximum exposure to the 10
largest obligors and fixed-rate assets is 20% and 10%,
respectively. 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 that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction has a 4.6-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio and matrices analysis is 12 months less than the WAL
covenant to account for structural and reinvestment conditions
after the reinvestment period, including the satisfaction of the
over-collateralisation test and Fitch 'CCC' limit, together with a
consistently decreasing WAL covenant. In Fitch's opinion, these
conditions 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 result in downgrades of no more than
one notch for the class B and E notes and to below 'B-sf' for the
class F notes.

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

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

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades, except for the 'AAAsf; notes, may occur on
better-than-expected portfolio credit quality and a shorter
remaining WAL test, meaning the notes are able 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

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.

FLUTTER ENTERTAINMENT: Moody's Affirms 'Ba1' CFR, Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has affirmed Flutter Entertainment plc's
(Flutter or the company) long-term corporate family rating at Ba1
and its probability of default rating at Ba1-PD. Flutter is an
Irish-based global gaming operator. Moody's also assigned Ba1
instrument ratings to the proposed USD senior secured term loan B
due 2030 to be issued by Flutter Financing B.V. and co-borrowed by
FanDuel Group Financing LLC. Concurrently, Moody's also assigned
Ba1 instrument ratings to the proposed GBP/EUR/USD senior secured
term loan A due 2028 to be issued in several tranches by PPB
Treasury Unlimited Company, Betfair Interactive US Financing LLC
and FanDuel Group Financing LLC, respectively, as well as the
proposed senior secured multi-currency revolving credit facility
(RCF) due 2028 to be issued by Flutter Entertainment plc. In this
proposed refinancing transaction, Flutter will only carry forward
existing EUR senior secured term loan B due in 2026 issued by Stars
Group Holdings B.V. (The) and USD senior secured term loan B due in
2028 issued by Flutter Financing B.V. Consequently, Moody's
affirmed Ba1 instrument ratings to those senior secured term loan B
facilities issued by Stars Group Holdings B.V. (The) and Flutter
Financing B.V. The outlook remains stable.

"The rating affirmation reflects the company's good operating
performance, its improved credit metrics, as well as the proactive
refinancing of its 2025 and part of its 2026 debt maturities," says
Michel Bove, a Moody's AVP-Analyst and lead analyst for Flutter.

The rating action follows the company's proposed refinancing of its
outstanding senior secured GBP term loan A due 2025, EUR/USD senior
secured term loan A due 2026, as well as USD senior secured term
loan B due 2026, with the proposed GBP/EUR/USD senior secured term
loan A due 2028 together with the USD senior secured term loan B
due 2030. The company will also replace its existing GBP749 million
senior secured revolving credit facility (RCF) with a new upsized
senior secured revolving credit facility of GBP1,000 million and
maturing in 2028. Upon completion of the refinancing, Moody's will
withdraw the rating on the group's existing rated debt instrument
that will be refinanced.

RATINGS RATIONALE

The affirmation of Flutter's Ba1 ratings reflects Moody's
expectations that the company will be committed to deleveraging and
strengthening key credit metrics, underpinned by the company's
proactive approach to repaying debt. Although the company has
stated a commitment to reduce net leverage to 1-2x, it recently
stated that as the business both rapidly de-levers, and gains an
additional US listing, it will further consider what is an
appropriate level of leverage, as well as the best mechanism for
returning any excess funds to shareholders.. In addition, improved
profitability of the US operations is expected at a faster pace
than previously anticipated, resulting in a positive EBITDA
contribution in 2023. As a result, Moody's forecasts that EBITDA
will reach GBP1.7 billion in 2024 and GBP2.0 billion in 2025.

Flutter's Moody's-adjusted gross leverage is expected to improve to
around 3.7x as of end FY2023, driven by EBITDA growth and debt
repayment. Moody's forecasts that Flutter will generate strong FCF
in the GBP350-450 million range in both 2023 and 2024, and
depending on the US business' pace towards run-rate profitability,
the agency forecasts FCF to be above GBP600 million in 2025,
assuming no dividend distribution. In addition, Moody's expects
Flutter to primarily use its strong cash generation to repay debt.

Flutter's Ba1 CFR continues to be supported by: (1) its leading
position in the global online gaming market with podium positions
in the largest online regulated markets; (2) its focus on the
online segment, which is the main growing segment in the gaming
industry; (3) its diversified product offering within the gaming
market, supported by leading brands; (4) the good positioning of
its products and business model relative to peers, which should
allow it to capture significant growth opportunities in the US,
expected to become the largest market globally in the medium-term;
(5) the company's strong free cash flow generation.

Conversely, the rating is constrained by: (1) delay in the
reduction of its leverage since the acquisition of Sisal S.p.A.;
(2) the geographical concentration in the UK online market,
although the company will increasingly grow its exposure in the US;
and (3) the regulatory risk associated with the gaming industry.

LIQUIDITY

Flutter's liquidity is good and supported by GBP448 million of
available cash on its balance sheet as end of June 2023 pro forma
for the proposed refinancing; GBP1,000 million available under the
proposed upsized senior secured revolving credit facility (RCF);
and Moody's forecast that Flutter will generate strong FCF above
GBP400 million in the next 12-18 months assuming no dividend
distribution. The next significant debt maturity pro forma for the
refinancing is in July 2026, when the existing senior secured term
loan B (EUR) comes due.

The company's senior facility agreement contains a maintenance
financial covenant based on consolidated net total leverage ratio
set at 5.1x in IFRS and 5.2x in US GAAP, tested semi-annually.
Moody's expect Flutter to remain in compliance with this covenant.

STRUCTURAL CONSIDERATIONS

Flutter's probability of default rating is Ba1-PD, in line with its
corporate family rating (CFR), reflecting Moody's assumption of a
50% recovery rate as is customary for capital structures comprising
bank debt partly benefiting from a financial maintenance covenant,
but with significant headroom. Flutter's RCF and senior secured
term loans are rated Ba1, in line with its CFR.

COVENANT

Moody's has reviewed the marketing draft terms for the new senior
secured bank credit facilities. Notable terms include the
following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include all
wholly owned companies representing 7.5% or more of consolidated
EBITDA incorporated in England and Wales, USA, Ireland,
Netherlands, Australia, Canada, Alderney, Malta, Gibraltar and the
Isle of Man. If non-guarantors in another jurisdiction represent
more than 20% of EBITDA the Majority Lenders may have such
jurisdiction added to this list for the purposes of material
companies located there (this does not apply to any companies
incorporated in Italy, Portugal, Belgium, Russia, and all countries
in Asia, South America, Eastern Europe and Africa). Security will
be granted by guarantors incorporated in the USA over all material
assets (subject to exceptions), and by guarantors in all other
jurisdictions over shares they own in guarantors and in material
companies incorporated in the jurisdictions first specified above.

Unlimited pari passu debt is permitted up to a total net secured
leverage ratio of 4.65x , and unlimited unsecured debt is permitted
subject to a 2x fixed charge coverage ratio, all of which may also
be incurred by way of incremental facilities. All restricted
payments are permitted if total net leverage is 4.50x  or lower And
other customary exceptions. The obligation to repay asset sale
proceeds (subject to exceptions) is subject to a leverage test
requiring 100% of net cash proceeds to be applied in prepayment if
first lien leverage ratio is above 4.50x, reducing to 50% if above
4x and reducing to zero if less than or equal to 4x.

Adjustments to consolidated EBITDA include (i) adding back all
losses attributable to new projects in the first 12 months
following the relevant construction, acquisition or creation, (ii)
adding back all business optimisation and restructuring charges,
and (iii) including all cost reductions and synergies reasonably
expected to result from any relevant event, each on an uncapped
basis.

The senior secured term loan A facilities and the RCF (but not the
senior secured term loan B facilities) will have the benefit of a
financial maintenance covenant, tested every six months starting
December 31, 2023, which will require the group to have a net total
leverage ratio of not greater than 5.1x in IFRS and 5.2x in US
GAAP.

The proposed terms, and the final terms may be materially
different.

OUTLOOK

The stable outlook reflects Moody's expectations that the group
will generate strong EBITDA growth in 2023-24, driven largely by
the activities in the US turning profitable, and Moody's
expectation that the company will demonstrate its commitment to
reduce gross leverage to below 4.0x on a Moody's-adjusted basis
using its strong FCF and cash on balance sheet to repay debt.

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

Positive rating pressure on Flutter's ratings could build over time
if Moody's adjusted debt/EBITDA decreases to below 3.0x on a
sustainable basis, supported by good liquidity. A positive rating
action would also require evidence of: (i) the company adhering to
a conservative and transparent financial policy, complying with its
internal leverage guidance, and demonstrating a track record of
sustainable leverage reduction; (ii) successful integration of
acquisitions; and (iii) the absence of any material adverse
regulatory changes in the company's key markets, enabling an
improvement in its profitability margins.

Negative rating pressure on Flutter's ratings could arise if: (i)
Moody's adjusted debt/EBITDA increases above 4.0x for a prolonged
period of time; (ii) operating performance is weaker than Moody's
forecasts in the next 12-18 months; (iii) regulation has a material
impact on the profitability of Flutter's online activity and the
company is unable to mitigate this; (iv) the company engages in
sizeable debt funded acquisitions that delay its deleveraging
trajectory.

LIST OF AFFECTED RATINGS

Issuer: Flutter Entertainment plc

Outlook Actions:

Outlook, Remains Stable

Affirmations:

LT Corporate Family Rating, Affirmed Ba1

Probability of Default Rating, Affirmed Ba1-PD

Assignments:

Senior Secured Bank Credit Facility (Foreign Currency), Assigned
Ba1

Issuer: Betfair Interactive US Financing LLC

Outlook Actions:

Outlook, Assigned No Outlook

Assignments:

Senior Secured Bank Credit Facility (Foreign Currency), Assigned
Ba1

Issuer: Fanduel Group Financing LLC

Outlook Actions:

Outlook, Assigned No Outlook

Assignments:

Senior Secured Bank Credit Facility (Local Currency), Assigned
Ba1

Issuer: PPB Treasury Unlimited Company

Outlook Actions:

Outlook, Assigned No Outlook

Assignments:

Senior Secured Bank Credit Facility (Foreign Currency), Assigned
Ba1

Issuer: Flutter Financing B.V.

Outlook Actions:

Outlook, Remains Stable

Assignments:

Senior Secured Bank Credit Facility (Foreign Currency), Assigned
Ba1

Affirmations:

Senior Secured Bank Credit Facility (Foreign Currency), Affirmed
Ba1

Senior Secured Bank Credit Facility (Local Currency), Affirmed
Ba1

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

COMPANY PROFILE

Flutter Entertainment plc (Flutter), headquartered in Dublin, is a
global online sports betting and gaming operator. The group
operates sports betting, gaming and poker online via a portfolio of
leading international brands. Flutter's main countries of
operations are the UK and Ireland, Australia and the US. However,
the company also has operations across the world, with customers in
more than 100 countries. Flutter also operates a retail network of
betting shops in the UK, Ireland and Italy. In 2022, the company
reported GBP8,157 million of pro forma revenue and GBP1,182 million
of pro forma EBITDA. Flutter is listed on the London Stock Exchange
and Euronext Dublin. The company plans to list its shares in the
New York Stock Exchange in Q1 2024, and will simultaneously cancel
its Euronext Dublin listing to maintain only two listings and
reduce regulatory complexities.

HAYFIN EMERALD I: Fitch Affirms 'B-sf' Rating on Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has upgraded Hayfin Emerald CLO I DAC's class D-R
notes and affirmed the class A-R, B1-R, B2-R, C-R, E-R and F-R
notes, as detailed below.

   Entity/Debt             Rating          Prior
   -----------             ------          -----
Hayfin Emerald
CLO I DAC

   A-R XS2307881206    LT AAAsf Affirmed   AAAsf
   B1-R XS2307881974   LT AAsf  Affirmed   AAsf
   B2-R XS2307882600   LT AAsf  Affirmed   AAsf
   C-R XS2307883244    LT Asf   Affirmed   Asf
   D-R XS2307883913    LT BBBsf Upgrade    BBB-sf
   E-R XS2307884564    LT BBsf  Affirmed   BBsf
   F-R XS2307884721    LT B-sf  Affirmed   B-sf

TRANSACTION SUMMARY

Hayfin Emerald CLO I DAC is a cash flow CLO comprising mostly
senior secured obligations. The transaction is actively managed by
Hayfin Emerald Management LLP and will exit its reinvestment period
in September 2025.

KEY RATING DRIVERS

Weaker Performance; Low Refinancing Risk: Since Fitch's last rating
action in 2022, the portfolio's performance has remained compliant
with its collateral quality and portfolio profile tests. As per the
latest trustee report dated 4 October 2023, the transaction is
passing all of its tests, but reported defaults have increased to
EUR8 million of the portfolio, and par value tests have slightly
decreased. Since the last rating action, the transaction has
experienced EUR4.8 million of par losses, representing 1.2% of
target par. Currently, the deal is 1% below target par. The total
par loss is well below its rating case assumptions.

In addition, the notes are not vulnerable to near- and medium-term
refinancing risk, with only 0.21% of the assets in the portfolio
maturing in 2024 and 4.97% in 2025. The transaction's sufficient
performance, combined with a shortened weighted average life (WAL)
covenant, has resulted in larger break-even default-rate cushions
versus the last review. This led to the upgrade of the class D-R
notes and affirmation of the other notes.

Large Cushion for All Notes: All notes have large default-rate
buffers to support their current ratings and should be capable of
absorbing further defaults in the portfolio. This supports their
Stable Outlooks.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted
average rating factor of the current portfolio is 33.36, as
reported by the trustee based on the old criteria, and 25.41 as
calculated by Fitch under its latest criteria.

High Recovery Expectations: Senior secured obligations comprise
96.47% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio as reported by the trustee was
66.2%.

Diversified Portfolio: The top 10 obligor concentration as
calculated by the trustee is 19.13%, which is below the limit of
25%.

Deviation from MIR: The class B1-R, B2-R, C-R, D-R and E-R notes'
model-implied ratings (MIRs) are one notch above their current
ratings. The deviations reflect the remaining reinvestment period
until September 2025, during which the portfolio could change due
to reinvestment or negative portfolio migration.

Transaction in Reinvestment Period: Given the manager's ability to
reinvest, Fitch's analysis is based on a stressed portfolio and
tested the notes' achievable ratings across all Fitch test
matrices, since the portfolio can still migrate to different
collateral quality tests and the level of fixed-rate assets could
change.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would lead to
downgrades of one notch for the class C-R and D-R notes, two
notches for the class E-R notes, and to below 'B-sf' for the class
F-R notes. Downgrades may occur if build-up of the notes' credit
enhancement following amortisation does not compensate for a larger
loss expectation than initially assumed due to unexpectedly high
levels of defaults and portfolio deterioration.

Due to the better metrics and shorter life of the current portfolio
than the Fitch-stressed portfolio as well as the MIR deviation, the
class B1-R, B2-R notes display a rating cushion of two notches, the
class C-R, D-R and E-R notes of one notch, and the class F-R notes
of three notches There is no rating cushion for the class A-R
notes.

Should the cushion between the current portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the stressed
portfolio would lead to downgrades of no more than one notch for
the class A-R notes, two notches for the class B1-R, B2-R, C-R and
D-R notes, four notches for the class E-R notes, and to below
'B-sf' for the class F-R notes.

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

A reduction of the RDR at all rating levels in the stressed
portfolio by 25% of the mean RDR and an increase in the RRR by 25%
at all rating levels would result in no impact on the class A-R
notes, upgrades of no more than two notches for the class B1-R and
B2-R notes, one notch for the class C-R notes, four notches for the
class D-R and E-R notes and up to five notches for the class D-R
and F-R notes. Further upgrades, except for the 'AAAsf' notes,
which are at the highest level on Fitch's scale and cannot be
upgraded, may occur if the portfolio's quality remains stable and
the notes start to amortise, leading to higher credit enhancement
across the structure.

DATA ADEQUACY

Hayfin Emerald CLO I DAC

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

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

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

LAURELIN 2016-1: Fitch Affirms 'B-sf' Rating on Class F-R Notes
---------------------------------------------------------------
Fitch Ratings has upgraded Laurelin 2016-1 DAC's class B-1-R to D-R
notes and affirmed the others, as detailed below.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
Laurelin 2016-1 DAC

   A-R-R XS2325721913     LT AAAsf  Affirmed   AAAsf
   B-1-R XS1848758295     LT AA+sf  Upgrade    AAsf
   B-2-R-R XS2325722564   LT AA+sf  Upgrade    AAsf
   C-R XS1848759426       LT A+sf   Upgrade    Asf
   D-R XS1848760861       LT BBB+sf Upgrade    BBBsf
   E-R XS1848761240       LT BBsf   Affirmed   BBsf
   F-R XS1848761596       LT B-sf   Affirmed   B-sf

TRANSACTION SUMMARY

Laurelin 2016-1 DAC is a cash flow CLO backed by a portfolio of
mainly European leveraged loans and bonds. The transaction is
actively managed by GoldenTree Asset Management LP and exited its
reinvestment period in April 2023.

KEY RATING DRIVERS

Weaker Performance; Shorter Life: The transaction has experienced
par losses of EUR7.4 million, which represents 1.9% of the target
par, since Fitch's last rating action in February 2022. This is
mainly due to defaulted assets or the manager making some trading
losses on selling weaker assets, and the total par loss is well
below its rating case assumptions. The transaction is still passing
all collateral-quality, portfolio-profile and coverage tests, as
per the last trustee report dated 5 October 2023.

However, the transaction's slightly deteriorating performance is
offset by a shorter weighted average life (WAL) covenant since the
last rating action, resulting in larger break-even default-rate
cushions. This has resulted in the upgrade of the class B-1-R to
D-R notes and affirmation of the others.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the underlying obligors at 'B'/'B-'. The Fitch-calculated weighted
average rating factor (WARF) of the current portfolio is 32.91, as
reported by the trustee based on the old criteria, and 24.57 as
calculated by Fitch under its latest criteria. The WARF of the
current portfolio, for which Fitch has notched down entities on
Negative Outlook by one notch, was 25.41.

High Recovery Expectations: Senior secured obligations comprise
95.97% 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
weighted average recovery rate of the current portfolio as reported
by the trustee was 64%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 16.01%, and no obligor represents more than 2.11%
of the portfolio balance, as reported by the trustee.

Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in April 2023, but the manager can reinvest
unscheduled principal proceeds and sale proceeds from credit-risk
obligations after the reinvestment period, subject to compliance
with the reinvestment criteria. Given the manager's ability to
reinvest, Fitch's analysis is based on a stressed portfolio and
tested the notes' achievable ratings across all Fitch's test
matrices, since the portfolio can still migrate to different
collateral quality tests and the level of fixed-rate assets could
change.

RATING SENSITIVITIES

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

An increase of the default rate (RDR) at all rating levels in the
current portfolio by 25% of the mean RDR and a decrease of the
recovery rate (RRR) by 25% at all rating levels would have no
impact on the class A-R-R to C-R notes, and lead to downgrades of
no more than one notch for the class D-R notes and two notches for
the class E-R notes, while the class F-R notes would be downgraded
to below 'B-sf'.

Downgrades may occur if the build-up of the notes' credit
enhancement following amortisation does not compensate for a larger
loss expectation than initially assumed, due to unexpectedly high
levels of defaults 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-R and E-R notes
display a rating cushion of one notch, the class D-R notes display
two notches and the class F-R notes three notches. The class A-R-R
and C-R notes have no rating cushion.

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

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

A reduction of the RDR at all rating levels by 25% of the mean RDR
and an increase in the RRR by 25% at all rating levels in the
Fitch-stressed portfolio would result in upgrades of up to five
notches, except for the 'AAAsf' notes, which are already at the
highest rating on Fitch's scale and cannot be upgraded. Upgrades
may also occur if the portfolio's quality remains stable and the
notes continue to amortise, leading to higher credit enhancement
across the structure.

DATA ADEQUACY

Laurelin 2016-1 DAC

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

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

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

TORO EUROPEAN 5: S&P Affirms 'B- (sf)' Rating on Class F Notes
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Toro European CLO 5
DAC's class B-1 and B-2 notes to 'AA+ (sf)' from 'AA (sf)', class
C-1 and C-2 notes to 'AA- (sf)' from 'A (sf)', and class D notes to
'A- (sf)' from 'BBB (sf)'. S&P affirmed its 'AAA (sf)' rating on
the class A notes, its 'BB (sf)' rating on the class E notes, and
its 'B- (sf)' rating on the class F notes.

The rating actions follow the application of its global corporate
CLO criteria and S&P's credit and cash flow analysis of the
transaction based on the September 2023 trustee report.

S&P's ratings on the class A, B-1, and B-2 notes address the
payment of timely interest and ultimate principal, and the payment
of ultimate interest and principal on the class C-1 to F notes.

Since S&P's previous review at closing in March 2018:

-- The weighted-average rating of the portfolio remains unchanged
at 'B'.

-- The portfolio has become more diversified (the number of
performing obligors has increased to 123 from 81).

-- The portfolio's weighted-average life decreased to 3.41 years
from 6.26 years.

-- The percentage of 'CCC' rated assets increased to 6.22% from
2.50%.

-- The scenario default rate (SDR) decreased for all rating
scenarios, primarily due to a reduction in the weighted-average
life.

  Portfolio benchmarks

                                       CURRENT     PREVIOUS REVIEW

  SPWARF                               2,775.24        2,592.91

  Default rate dispersion                713.22          558.94

  Weighted-average life (years)            3.41            6.26

  Obligor diversity measure              104.24           79.06

  Industry diversity measure              22.71           18.91

  Regional diversity measure               1.17            1.59

  SPWARF--S&P Global Ratings weighted-average rating factor.


On the cash flow side:

-- The reinvestment period for the transaction ended in April
2022.

-- The class A notes have since deleveraged by EUR34 million up to
the July 2023 interest payment date.

-- Credit enhancement has increased on the class A, B-1, B-2, C-1,
and C-2 notes due to deleveraging.

-- No class of notes is currently deferring interest.

-- All coverage tests are passing.

-- The weighted-average recovery rate has improved at all rating
levels.

  Transaction key metrics

                                         CURRENT   PREVIOUS REVIEW

  Total collateral amount (mil. EUR)*     358.26        400.00

  Defaulted assets (mil. EUR)               1.22          0.00

  Number of performing obligors              123            81

  Portfolio weighted-average rating            B             B

  'CCC' assets (%)                          5.84          2.80

  'AAA' SDR (%)                            55.90         66.15

  'AAA' WARR (%)                           36.26         34.10

*Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--Scenario default rate.
WARR--Weighted-average recovery rate.


Following the application of S&P's relevant criteria, it believes
that the class B-1, B-2, C-1, C-2, D, and E notes can now withstand
higher rating scenarios.

S&P said, "Our standard cash flow analysis indicates that the
available credit enhancement levels for the class B-1, B-2, C-1,
C-2, D, and E notes are commensurate with higher ratings those
assigned. Although the transaction has amortized since the end of
the reinvestment period in 2022, we have also considered the level
of cushion between our break-even default rate (BDR) and SDR for
these notes at their passing rating levels, as well as the current
macroeconomic conditions and these classes of notes' relative
seniority. We have therefore limited our rating actions on these
notes below our standard analysis passing levels. We raised our
ratings on the class B-1 and B-2 notes by two notches, and class
C-1, C-2, and D notes by four notches. At the same time, we
affirmed our rating on the class E notes.

"Our credit and cash flow analysis indicates that the class A notes
are still commensurate with a 'AAA (sf)' rating, and the class F
notes with a 'B- (sf)' rating. We have therefore affirmed our
ratings on the class A and class F notes.

"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned ratings, as the exposure to individual
sovereigns does not exceed the diversification thresholds outlined
in our criteria."




===================
K A Z A K H S T A N
===================

FREEDOM HOLDING: 2 Directors, Deloitte OK'd at Annual Meeting
-------------------------------------------------------------
Freedom Holding Corp. held its 2023 annual meeting of stockholders
on November 7, 2023.

As of September 8, 2023, the record date for the 2023 Annual
Meeting, 59,659,191 shares of the Company's common stock were
issued and outstanding and entitled to vote at the 2023 Annual
Meeting.

A summary of the matters voted upon the stockholders include:

Proposal 1. The Company's stockholders elected each of Askar
Tashtitov and Boris Cherdabayev as Class I directors of the Company
for a term of three years and until their successors are duly
elected and qualified.

Proposal 2. The Company's stockholders voted to approve the
ratification of the appointment of Deloitte LLP in Kazakhstan, a
member of Deloitte Touche Tohmatsu Limited, a UK private company
limited by guarantee, as the Company's independent registered
public accounting firm for the 2024 fiscal year.

A full-text copy of the voting results filed on Form 8-K with the
Securities and Exchange Commission is available at
https://tinyurl.com/5fxjmaey

                      About Freedom Holding

Freedom Holding Corp., formerly known as BMB Munai, Inc., is a
financial services holding company conducting retail financial
brokerage, investment counseling, securities trading, investment
banking and underwriting services through its subsidiaries under
the name of Freedom Finance in the Commonwealth of Independent
States (CIS). The Company is a member of the Moscow Exchange
(MOEX), Saint-Petersburg Exchange and Kazakhstan Stock Exchange
(KASE). The Company is headquartered in Almaty, Kazakhstan, with
executive offices also in Moscow, Russia and the United States. The
Company employs more than 400 experienced professionals across 24
branch offices in Russia, 15 branches in Kazakhstan, and offices in
Kyrgyzstan, Ukraine and Cyprus.

As reported by the TCR on Nov. 6, 2023, S&P Global Ratings revised
the outlook on Freedom Holding Corp. and its core subsidiaries to
negative. S&P affirmed the following ratings:

     -- The 'B-' long-term issuer credit rating on Freedom Holding
Corp.;

     -- The 'B/B' long- and short-term issuer credit ratings on
Freedom Finance JSC, Freedom Finance Europe Ltd., Freedom Finance
Global PLC, and Bank Freedom Finance Kazakhstan; and

     -- The 'kzBB+' Kazakh national scale ratings on Freedom
Finance JSC and Bank Freedom Finance Kazakhstan.

S&P removed all ratings on Freedom Holding Corp. and its core
subsidiaries from CreditWatch with negative implications, where it
placed them on Aug. 24, 2023.  S&P said, "The rating affirmation
reflects our expectation of balanced risks at the current rating
level and considers the 'b' group credit profile on Freedom Holding
Corp. Our ratings on Freedom Holding Corp. and its core
subsidiaries balance the group's strengths as a growing,
increasingly diversified, and profitable financial services entity
with the high risks inherent to the markets it serves and its
organizational arrangements."

New information disclosed in the group's latest annual report and
third-party allegations had limited adverse effects on Freedom
Holding Corp.'s business franchise and balance sheet so far.
Although near-term reputational, regulatory, and legal risks to
Freedom Holding Corp.'s businesses appear to have receded, the
fallout from the short-seller allegations could materialize in the
long term. S&P understands that market participants, including
execution brokers, clearing houses, and stock exchanges, maintained
their business relationships with the group over the past three
months. In addition, Freedom Holding Corp.'s customer base,
comprising citizens of Kazakhstan, Ukraine, unsanctioned Russians
and their diaspora, and a rising number of EU citizens, continued
expanding to over 455,000 brokerage clients as of end-September
2023. Retail and corporate deposits at Bank Freedom Finance
Kazakhstan remained stable between August and October 2023.
Customer funding on bank deposits and brokerage accounts
represented 35% of Freedom Holding Corp.'s funding as of end-June
2023.

S&P said, "We expect that Freedom Holding Corp. will continue to
generate most of its revenues from its Kazakh operations over the
next 24 months. Operations in Kazakhstan: Bank Freedom Finance
Kazakhstan, two insurance companies, and brokerage companies
accounted for well over half of the group's total revenues over the
past 15 months, ended June 30, 2023. At the same time, the
contribution of Cyprus-based Freedom Finance Europe Ltd. reduced to
about 15% of total revenues in the quarter ended June 30, 2023. The
reasons for the significant contributions of the group's Kazakh
operations were the rapid growth of Bank Freedom Finance Kazakhstan
and insurance businesses in Kazakhstan, the onboarding of new
brokerage clients–predominantly in the case of Freedom Finance
Global PLC, which is based in Astana International Financial
Centre–and the transfer of many Belizean clients to Freedom
Finance Global PLC. Therefore, we now apply the anchor for Kazakh
securities firms to Freedom Holding Corp., which is two notches
below the anchor for banks operating in Kazakhstan. We previously
applied the industry risk of Cyprus, where most of the group's
revenues were booked.

"The importance of the Belizean entity reduced. We note positively
that, in line with the management's strategy, the Belizean entity's
share of fees and commissions in the total group's commissions
(including brokerage, banking, and investment banking)
progressively declined to 8% in the quarter ended June 30, 2023,
from over two-thirds in 2021. The Belizean entity is not owned by
Freedom Holding Corp. but by majority owner Timur Turlov. The
Belizean entity's customers execute brokerage transactions
indirectly through Freedom Finance Europe. We view it as a complex
arrangement with inherent, albeit materially reduced, tail risk.
The Belizean entity's commissions were historically booked in
Cyprus.

"Freedom Holding Corp.'s continued rapid growth highlights
pressures on its capital and risk positions. We have long
considered Freedom Holding Corp. as an organizationally relatively
complex group with multiple financial and non-financial
subsidiaries in various countries with a track record of rapid
growth, both organically and through acquisitions. At the same
time, we believe that rapid franchise expansion across business
lines and geographies happens against the backdrop of a still
evolving consolidated risk management framework. Although Freedom
Holding Corp.'s entities in Kazakhstan have been subject to
multiple regulatory penalties, sanctions, and fines in the past, we
are not aware of new material regulatory sanctions over the past
three months since the publication of the short-seller report. The
group's balance sheet expanded by 2.2x over the 15 months ended
June 30, 2023. The 3.3x growth of its proprietary securities
portfolio, which mainly comprises bonds issued by the Kazakh
government and government-related entities and is financed through
repurchase agreements and customer funds, boosted the balance sheet
expansion. Freedom Holding Corp.'s rapid growth poses risks to its
capitalization, as measured by the risk-adjusted capital (RAC)
ratio, which reduced to 8.9% as of June 30, 2023, from 9.4% as of
March 31, 2023."
S&P does not rate any debt issued by the rated entities.

The negative outlook on Freedom Holding Corp. and its core
subsidiaries Freedom Finance JSC, Freedom Finance Global PLC,
Freedom Finance Europe Ltd., and Bank Freedom Finance Kazakhstan
over the next 12 months reflects (i) possible longer-term franchise
implications of market events stemming from adverse short-seller
coverage and (ii) pressures on the group's capitalization and risk
profiles from its rapid growth.

S&P said, "We could downgrade the holding company and the operating
subsidiaries over the next 12 months if Freedom Holding Corp. did
not demonstrate an adequate track record of effectively managing
legal, compliance, and governance risks across its multiple
subsidiaries. We could also lower the ratings if Freedom Holding
Corp. did not maintain at least adequate capitalization, as
measured by the RAC ratio, and strong earnings capacity. This could
result from further acquisitions, continued growth of its
proprietary securities position, or a faster-than-expected
expansion of client operations on Freedom Holding Corp.'s balance
sheet and less robust earnings. In addition, we could downgrade an
operating subsidiary if it became materially less important to the
group strategy, or if we were less confident that it would receive
group support.

"We could revise upward the outlook on the holding company and the
operating subsidiaries to stable from negative over the next 12
months if we had sufficient confidence that steps to strengthen the
group's governance and risk management are enduring. At the same
time, our RAC ratio would have to stabilize at the current level,
supported by strong earnings generation and limited acquisitions."



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

SK INVICTUS II: S&P Downgrades ICR to 'B', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on SK Invictus
Intermediate II S.a.r.l.'s (d/b/a Perimeter Solutions) to 'B' from
'B+' and its issue-level ratings on its senior secured debt to 'B'
from 'B+'. S&P's '3' recovery ratings on the debt are unchanged.

The negative outlook reflects S&P's expectation that over the next
few quarters Perimeter Solutions' S&P Global Ratings-adjusted debt
to EBITDA will continue to exceed the weighted average 5x to 6x
range it expects at the 'B' rating, before showing improvement in
the second half of 2024.

S&P expects the company's leverage will remain elevated for the
rating over the next few quarters due to consecutive weak U.S. fire
seasons and continued de-stocking. Perimeter Solutions derives most
of its earnings from natural disasters, particularly wildfires,
thus there is some unpredictability and uncertainty in its
operating performance. The company's fire safety earnings are
typically heavily weighted toward its fire retardant sales in the
third quarter, in line with the busiest typical months of the U.S.
wildfire season (its largest market). Perimeter reported
weaker-than-expected earnings in the first nine months of 2023 due
to a second consecutive weak wildfire season in the U.S., as well
as continued customer de-stocking in its specialty products
segment.

The 2023 U.S. fire season was weak due to wetter conditions
following significant rainfall in the winter and spring seasons, as
well as a rare tropical storm in Southern California that coincided
with the usual peak period of wildfire activity. The company's
increased international retardant sales, particularly for the
record wildfires in Canada, somewhat offset its weakness in the
U.S. S&P said, "While the 2023 U.S. fire season has been similar to
the record-weak 2019 season, we anticipate its earnings will exceed
its 2019 levels due to the improvement in its margins, particularly
in the suppressants business. Our base-case forecast assumes
Perimeter's S&P Global Ratings-adjusted debt will trend higher in
the 6.5x-7.5x range in 2023 before a year-over-year recovery in its
fire safety volumes in 2024 reduces its leverage to the higher end
of the 5.0x-6.0x range (on a weighted-average basis)."

S&P said, "We expect Perimeter will maintain adequate liquidity and
generate modestly positive free operating cash flow (FOCF) this
year. Despite our belief that the company's 2023 EBITDA will be
materially weaker than we previously expected, we anticipate it
will generate modestly positive FOCF. Perimeter's liquidity also
benefits from the full availability under its $100 million
revolving credit facility. The company repurchased about $37
million in shares in the first nine months of 2023 and still has
capacity under its $100 million repurchase program. While we do not
expect any sizable acquisitions in 2023, considering current market
conditions and the consecutive mild fire seasons, we anticipate
mergers and acquisitions (M&A) will remain a key part of
Perimeter's long-term growth strategy."

Perimeter is a leading provider of fire retardants in the U.S. and
generates above-average EBITDA margins. However, its earnings
remain volatile, particularly in its fire safety segment. The
company holds leading market positions and benefits from the high
barriers to entry in its end markets, specifically in the fire
retardant segment, through which it is the largest provider for the
U.S. Forest Service. Perimeter benefits from its large service
component, which enables it to maintain long-standing customer
relationships with government agencies. The company is also a
market leader in lubricant-quality phosphorus pentasulfide (P2S5)
and owns the largest tote bin fleet worldwide, which is required
for the safe storage and transport of P2S5. Due to its leading
market positions, high barriers to entry, and customer stickiness,
the company maintains strong EBITDA margins. At the same time,
Perimeter's earnings have been volatile in recent years,
particularly due to the unpredictability of wildfire activity. The
scale of the company's operations is also limited, given that it
operates in a niche segment and lacks sufficient geographic
diversity.

In December 2022, certain long-term aerial fire retardants made by
Fortress Fire Retardant Systems were approved for use by the U.S.
Forest Service. S&P said, "While we view these as competition to
Perimeter's products, we do not anticipate their approval will have
a significant effect on the market's competitive dynamics or the
company's profitability over the next 12 months because of the
current difference in the scale of the two producers' operations.
However, we believe this could change as the competitive landscape
evolves."

S&P said, "Our assessment of Perimeter's business risk incorporates
the mission-critical nature of its largest revenue source. While
the company's limited customer, geographic, and product diversity
hinder its business risk profile, its fire retardants are
critically important to its governmental customers. The operating
performance of Perimeter's largest business segment is not
necessarily tied to the general macroeconomic environment, as is
the case for many specialty chemical companies. However, the
specialty products segment continues to be significantly affected
by customer destocking--a common trend in the specialty chemicals
sector--and general macroeconomic weakness.

"The negative outlook reflects our expectation that Perimeter's S&P
Global Ratings-adjusted weighted-average debt to EBITDA will trend
between 6.5x and 7.5x for the next few quarters due to its
weaker-than-expected operating performance. However, we anticipate
that the company will improve its weighted-average leverage into
the 5.0x-6.0x range in the second half of 2024, supported by a
year-over-year improvement in its fire safety volumes in 2024.
Following a historically slow 2019 fire season, wildfire activity
increased significantly in 2020 and 2021 in North America. Since
then, U.S. wildfire activity declined in 2022 and fell further (to
near 2019 levels) in 2023. Given the company's highly unpredictable
earnings, which it generates primarily in the third quarter and are
tied directly to wildfires, its leverage and earnings have varied
drastically."

S&P could take a negative rating action on Perimeter Solutions in
the next 12 months if:

-- The company generates weaker-than-expected earnings in 2024 due
to another slow U.S. fire season or continued macroeconomic
weakness that negatively affects its specialty products segment,
leading it to sustain weighted-average S&P Global Ratings-adjusted
debt to EBITDA of more than 6x;

-- It loses key customers in the fire safety segment and its
earnings are weaker than expected because of increased
competition;

-- It generates persistently negative FOCF, which pressures its
liquidity such that its ratio of sources to uses falls below 1.2x
or its covenant headroom tightens; or

-- The company pursues large debt-funded shareholder rewards or
acquisitions.

S&P could take a positive rating action on Perimeter Solutions in
the next 12 months if:

-- The company's earnings exceed our expectations, such that its
S&P Global Ratings-adjusted debt to EBITDA remains consistently
below 5x; and

-- It significantly improves its scale and diversity while
maintaining appropriate credit metrics.

S&P said, "ESG credit factors have no material influence on our
rating analysis on Perimeter Solutions. Although the chemical
sector, in general, faces scrutiny from regulators and consumers,
we believe the lower asset-intensity of the company's specialty
chemical production for fire retardant chemicals relative to most
commodity chemical production contributes to less potential for
environmental issues, including waste and pollution. Governance is
a moderately negative consideration, given Perimeter' limited track
record as a publicly-traded entity and its unique Founders Advisory
Agreement."




===========
P O L A N D
===========

ALIOR BANK: Fitch Affirms 'BB' LongTerm IDR, Alters Outlook to Pos.
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Alior Bank S.A.'s
Long-Term Issuer Default Rating (IDR) to Positive from Stable and
affirmed the IDR at 'BB'. Fitch has also revised the Outlook on the
bank's National Long-Term Rating to Positive from Stable and
affirmed the rating at 'BBB+(pol)'.

The Positive Outlook on the Long-Term IDR reflects continuing
improvements in Alior's financial profile. This includes in
particular a meaningful strengthening of the bank's capital
buffers, which together with improved internal capital generation
and recently improved asset quality, increase the bank's capacity
to absorb potential unexpected credit losses from its higher-risk
business model. The Positive Outlook on the National Long-Term
Rating reflects that on the Long-Term IDR.

KEY RATING DRIVERS

Standalone Creditworthiness Drives Ratings: Alior's ratings reflect
its moderate franchise and a business model that is characterised
by higher risk appetite and lower earnings diversification than
higher-rated peers, which make it more vulnerable to adverse
changes in business and economic conditions and interest rate
levels. The ratings also consider Alior's above-average, albeit
reduced, level of impaired loans, strengthened capital buffers and
typically stable funding and liquidity profile.

Intervention Risk Drives Operating Environment: The 'bbb' operating
environment score for Polish banks reflects the willingness of the
authorities to intervene in the banking sector and impose large
additional costs on banks. Mortgage credit holidays, which might be
prolonged for another year, follow a sizeable bank tax and
substantial provisions banks have made for legal risks relating to
Swiss franc-denominated mortgage loans.

Moderate Domestic Franchise: Alior is a second-tier bank in Poland
with a strategic focus on retail mass market and SME segments. Its
customer relationships and pricing power are weaker than larger
well-established domestic banks, but its deposit franchise is
reasonably strong. The bank's meaningful exposure to higher-risk
asset classes and only moderate revenue diversification weigh on
its assessment of its business profile.

Higher Risk Appetite than Peers: Alior's strategic focus on
unsecured consumer lending and micro/SME segments has been
reflected in its loan impairment charges (LICs) relative to average
gross loans being considerably higher than the sector average.
However, Fitch expects the bank's tightened underwriting, greater
focus on secured lending and moderation of growth to have a
positive impact on its risk profile and LICs in the longer term.

Above Average Impaired Loans: Alior's impaired loans ratio has
reduced further in 2023, although it remains materially higher than
most Fitch-rated Polish banks. Fitch expects that its impaired
loans ratio will stabilise around 8% in the medium term. This is
based on continued reduction of legacy bad debts, improved
underwriting standards and contained negative effects of a
challenging macroeconomic environment on loan book performance.

High Rates Support Profitability: In the medium term, Alior's
profitability will continue to benefit from relatively high market
interest rates, supporting its above-average margins and mitigating
LICs that are higher than peers. The latter are likely to stabilise
at lower than historical levels, which should improve the bank's
sustainable profit generation. Fitch expects the bank's operating
profit/risk-weighted assets (RWA) ratio to moderately weaken in
2024 but to stay solid at around 4%, which would be well above
Alior's past performance.

Moderate Capitalisation, Reduced Vulnerability: Solid internal
capital generation and a reduced burden from unreserved impaired
loans have strengthened Alior's capitalisation, making it less
vulnerable to shocks than in the past. Fitch forecasts that the
bank will maintain adequate capital buffers in the medium term,
with a common equity Tier 1 (CET1) ratio that Fitch expects to
remain above 16% by end-2025. This is despite the likely resumption
of moderate dividend payments and a potential negative impact from
RWA inflation from the implementation of Basel III endgame rules.

Stable Funding and Liquidity: Alior's funding and liquidity benefit
strongly from its stable and granular customer deposit base, which
represents most of its non-equity funding sources. Alior's cost of
deposits is close to the industry average and its large deposit
share from individuals and insured deposits further support its
assessment. Fitch expects the gross loans/deposits ratio to remain
below 100% in the medium term. The need to comply with the
resolution buffer requirements will likely lead to a moderate
increase in wholesale funding. The bank's liquidity is well-managed
and supported by an adequate stock of high-quality liquid assets
relative to deposits and total assets.

RATING SENSITIVITIES

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

Alior's VR and IDRs have significant headroom. Fitch could revise
the Outlook on the Long-Term IDR back to Stable if it expects
capital buffers to reduce due to excessive loan growth or profit
distribution that would materially exceeds the agency's
projections. The ratings could be downgraded on a substantial and
prolonged deterioration of asset quality (impaired loans ratio
above 15%) that would put significant pressure on the bank's
profitability and capitalisation without clear prospects for
recovery.

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

Alior's VR and Long-Term IDR would be upgraded if the bank
maintains adequate capital buffers such as a CET1 ratio not lower
than around 16%, while it continues to operate with a more
conservative risk profile than in the past. In this case,
maintaining an impaired loans ratio comfortably below 10% and
operating profit/RWAs above 1.5% would be pre-requisite for an
upgrade.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The 'B' Short-Term IDR is the only option corresponding to the 'BB'
Long-Term IDR. The 'BBB+(pol)'/'F1(pol)' National Ratings reflect
Alior's creditworthiness relative to Polish peers. Its Short-Term
National Rating of 'F1(pol)' is the higher of the two options that
map to a 'BBB+(pol)' Long-Term Rating, reflecting Alior's 'bbb-'
funding and liquidity score relative to Polish peers.

Alior's Government Support Rating (GSR) of 'No Support' expresses
Fitch's opinion that potential sovereign support for the bank
cannot be relied on. This is underpinned by the Polish resolution
legal framework, which requires senior creditors to participate in
losses, if necessary, instead or ahead of a bank receiving
sovereign support.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The National Ratings are sensitive to changes to the bank's
Long-Term IDR, and its credit profile relative to Polish peers.

Alior's Short-Term IDR is primarily sensitive to the Long-Term IDR
but would be upgraded only if Alior's Long-Term IDR was upgraded by
more than one notch, which is unlikely.

Domestic resolution legislation limits the potential for positive
rating action on the bank's GSR. Fitch could assign Alior a
Shareholder Support Rating if it viewed at least a limited
probability of support from Powszechny Zaklad Ubezpieczen, which
effectively controls the bank.

VR ADJUSTMENTS

The business profile score of 'bb' is below the 'bbb' implied
category score for Alior, due to the following adjustment reasons:
business model (negative) and market position (negative).

The asset quality score of 'bb-' is above the 'b' implied category
score for Alior, due to the following adjustment reasons:
historical and future metrics (positive).

The capitalization and leverage score of 'bb+' is below the 'bbb'
implied category score for Alior, due to the following adjustment
reasons: risk profile and business model (negative).

ESG CONSIDERATIONS

Alior has an ESG Relevance Score of '4' for Management Strategy,
due to heightened execution risk of its business plan given high
management turnover in the bank. The score also incorporates its
view of heightened government intervention risk in the Polish
banking sector, which affects the banks' operating environment and
their ability to define and execute on their strategies. These are
not key rating drivers but have a negative impact on the bank's
credit profile and are relevant to the ratings in conjunction with
other factors.

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

   Entity/Debt                     Rating               Prior
   -----------                     ------               -----
Alior Bank S.A.  LT IDR             BB       Affirmed   BB
                 ST IDR             B        Affirmed   B
                 Natl LT            BBB+(pol)Affirmed   BBB+(pol)

                 Natl ST            F1(pol)  Affirmed   F1(pol)
                 Viability          bb       Affirmed   bb
                 Government Support ns       Affirmed   ns



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

ARES LUSITANI: Fitch Affirms 'BB+sf' Rating on Class D Notes
------------------------------------------------------------
Fitch Ratings has upgraded Ares Lusitani - STC, S.A. / Pelican
Finance No. 2's class A notes and affirmed the others. The class A
to D notes have been removed from Rating Watch Positive.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Ares Lusitani - STC,
S.A. / Pelican
Finance No. 2

   A PTLSNTOM0007       LT AAsf   Upgrade    AA-sf
   B PTLSNUOM0004       LT Asf    Affirmed   Asf
   C PTLSNVOM0003       LT BBB+sf Affirmed   BBB+sf
   D PTLSNWOM0002       LT BB+sf  Affirmed   BB+sf

TRANSACTION SUMMARY

The transaction is a static securitisation of unsecured consumer
and auto loans originated in Portugal by Caixa Economica Montepio
Geral, Caixa economica bancaria, S.A (B+/Positive; 35.7% in volume
terms) and Montepio Credito (part of the Montepio group; 64.3% in
volume terms). The transaction closed in December 2021, and the
current outstanding portfolio balance was around 52.5% as of
October 2023 relative to the initial portfolio balance.

KEY RATING DRIVERS

Intermediate Rating Cases Recalibrated: The rating actions follow
the recent upgrade of Portugal's Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDR) to 'A-' from 'BBB+' and
the recalibration of intermediate rating cases as per Fitch's
Structured Finance and Covered Bonds Country Risk Rating Criteria.
Fitch maintains a six-notch differential between the sovereign IDR
and the highest achievable structured finance (SF) ratings. The
Portuguese sovereign upgrade implies a maximum achievable rating
for SF transactions in Portugal of 'AAAsf'/Stable.

Updated Asset Assumptions: Fitch has recalibrated the base-case
default and recovery assumptions to 5.0% and 35.0% from 6.0% and
41.3%, respectively, driven by the transaction's performance,
Portugal's economic outlook, and the originator's underwriting and
servicing strategies. Fitch has also revised the 'AAA' default
multiple and recovery haircut to 5.1x and 43.7% (from 4.5x and 50%,
respectively), on a blended portfolio basis. Under the resulting
'AA' rating case commensurate with the class A notes' rating, the
updated portfolio remaining life loss rate is 15.7% versus 19.3%
previously.

Stable CE: Fitch expects credit enhancement (CE) to remain stable
as the class A to E notes continue amortising pro rata. Under the
base case scenario, Fitch views the switch to sequential triggers,
including cumulative defaults on the portfolio in excess of certain
thresholds or a principal deficiency recorded on the class E notes,
as unlikely to be breached in the short term, given portfolio
performance expectations compared with defined triggers.

The tail risk posed by the pro-rata paydown is mitigated by a
mandatory switch to sequential amortisation when the portfolio
balance falls below 10% of its initial balance.

Counterparty Arrangements: The maximum achievable rating for the
transaction is 'AA+sf', in line with Fitch's Counterparty Criteria.
This is due to the minimum eligibility rating thresholds defined
for the transaction account bank and the interest rate cap provider
of 'A-' or 'F1', which are insufficient to support 'AAAsf'
ratings.

RATING SENSITIVITIES

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

- Long-term asset performance deterioration such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape.

- For the class A notes, a downgrade of Portugal's Long-Term IDR
that could decrease the maximum achievable rating for Portuguese SF
transactions.

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

- For the class A to D notes, credit enhancement ratios increase as
the transaction deleverages to fully compensate the credit losses
and cash flow stresses commensurate with higher rating scenarios.

- For the class A notes, modified counterparty minimum eligibility
ratings compatible with 'AAA' category ratings.

DATA ADEQUACY

Ares Lusitani - STC, S.A. / Pelican Finance No. 2

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.

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

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

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

ESG CONSIDERATIONS

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



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

CAIXABANK PYMES 13: Moody's Rates EUR390M Series B Notes 'Caa1'
----------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to the debts issued by CAIXABANK PYMES 13, FONDO DE
TITULIZACION (the Issuer):

EUR2610M Series A Notes due April 2047, Definitive Rating Assigned
Aa3 (sf)

EUR390M Series B Notes due April 2047, Definitive Rating Assigned
Caa1 (sf)

The transaction is a static cash securitisation of unsecured loans
granted by CaixaBank, S.A. ("CaixaBank", LT Bank Deposits A3/ST
Bank Deposits P-2, LT Counterparty Risk Assessment A3(cr)/ST
Counterparty Risk Assessment P-2(cr)) to corporates, small and
medium-sized enterprises (SMEs) and self-employed individuals
located in Spain.

RATINGS RATIONALE

The ratings of the Notes are primarily based on the analysis of the
credit quality of the underlying portfolio, the structural
integrity of the transaction, the roles of external counterparties
and the protection provided by credit enhancement.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) performance of CaixaBank originated
transactions have been better than the average observed in the
Spanish market; (ii) granular and diversified pool across industry
sectors; (iii) refinanced and restructured assets have been
excluded from the pool; and (iv) a reserve fund equivalent to 5% of
the principal outstanding amount of the rated Notes, which can be
used to cover potential shortfalls on interest or principal
payments on the Notes. However, the transaction also presents
challenging features, such as: (i) significant regional exposure to
Catalonia at around 24.6% of the pool volume; (ii) strong linkage
to CaixaBank as it holds several roles in the transaction
(originator, servicer and account bank), and (iii) approximately
55.1% of the portfolio bears a floating interest rate while the
Notes are paying a fixed rate and there is no interest rate hedge
mechanism in place.

Key collateral assumptions:

Mean default rate: Moody's assumed a mean default rate of 9% over a
weighted average life of 3.3 years (equivalent to a Ba3 proxy
rating as per Moody's Idealized Default Rates). This assumption is
based on: (1) the available historical vintage data, (2) the
performance of the previous transactions originated by CaixaBank,
and (3) the characteristics of the loan-by-loan portfolio
information. Moody's also took into account the current economic
environment and its potential impact on the portfolio's future
performance, as well as industry outlooks or past observed
cyclicality of sector-specific delinquency and default rates.

Default rate volatility: Moody's assumed a coefficient of variation
(i.e. the ratio of standard deviation over the mean default rate
explained above) of 45%, as a result of the analysis of the
portfolio concentrations in terms of single obligors and industry
sectors.

Recovery rate: Moody's assumed a stochastic recovery rate with a
35% mean, primarily based on the characteristics of the
loan-by-loan portfolio information, complemented by the available
historical vintage data.

Portfolio credit enhancement: the aforementioned assumptions
correspond to a portfolio credit enhancement of 21%, that takes
into account the current local currency country risk ceiling (LCC)
for Spain of Aa1.

As of September 25, 2023, the provisional portfolio was composed of
41,979 contracts amounting to EUR3,504.2 million. The top industry
sector in the pool, in terms of Moody's industry classification, is
the Beverage, Food & Tobacco sector (27.2%). The top borrower group
represents 0.7% of the portfolio and the effective number of
obligors is over 2,200. The assets were originated mainly between
2020 and 2023 and have a weighted average seasoning of 1.2 years
and a weighted average remaining term of 6.1 years. Around 13.9% of
the portfolio enjoys a principal grace period whose weighted
average remaining term is 0.75 years. The interest rate is floating
for 55.1% of the pool while the remaining part of the pool bears a
fixed interest rate. The weighted average interest rate of the pool
is 4.1%. Geographically, the pool is concentrated mostly in the
regions of Catalonia (24.6%) and Andalusia (14%). At closing,
assets in arrears between 30 and 90 days will be limited to up to
1% of the pool balance and assets in arrears for more than 90 days
will be excluded from the final pool. None of the loans are secured
by mortgages over real estate properties.

Key transaction structure features:

Reserve fund: The transaction benefits from a EUR 150 million
reserve fund equivalent to 5% of the balance of the Series A and
Series B Notes at closing. The reserve fund provides both credit
and liquidity protection to the Notes.

Counterparty risk analysis:

CaixaBank will act as servicer of the loans for the Issuer, while
CaixaBank Titulizacion S.G.F.T., S.A.U. (NR) will be the management
company (Gestora) of the transaction.

All of the payments under the assets in the securitised pool are
paid into the collection account at CaixaBank. There is a daily
sweep of the funds held in the collection account into the Issuer
account. The Issuer account is held at CaixaBank with a transfer
requirement if the rating of the account bank falls below Ba2.

Principal Methodology:

The principal methodology used in these ratings was "SME
Asset-Backed Securitizations methodology" published in July 2023.

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

The Notes' ratings are sensitive to the performance of the
underlying portfolio, which in turn depends on economic and credit
conditions that may change. The evolution of the associated
counterparties risk, the level of credit enhancement and the
Spain's country risk could also impact the Notes' ratings.

EROSKI S. COOP: Moody's Assigns B2 CFR, Rates New Secured Notes B2
------------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family rating
and a B2-PD probability of default rating to Eroski, S. Coop.
("Eroski" or "the company"). Concurrently, Moody's assigned a B2
rating to proposed EUR500 million backed senior secured fixed rate
notes due 2029 to be issued by Eroski. The outlook is stable.

The proceeds from the proposed issuance will be used to (1) repay
the existing senior secured syndicated loan due July 2024; and (2)
pay transaction fees and related costs.

RATINGS RATIONALE

The B2 CFR reflects Eroski's, leading market share in its core
market in the north of Spain, its track record of relatively stable
revenues and EBITDA thanks to its focus on non-discretionary
grocery products; its relatively high profitability compared to
other grocers, with a Moody's-adjusted EBITDA margin of around 9%
in fiscal 2022 (year ending January 31, 2023); its track record of
deleveraging over the last decade driven by debt write-offs, asset
disposals and cash flow generation, the limitations to shareholder
distributions as part of the cooperative structure and its focus on
locally sourced products, which differentiates the company from
larger competitors.

However the company's CFR is weakly positioned at B2 and
constrained by the only adequate liquidity with no committed
revolving credit facilities, reliance on asset disposals, Moody's
expectation that the company will generate negative free cash flows
in the next 12 months, although expected to turn positive from
2025, and limited ability to raise equity due to the nature of the
cooperative ownership. The B2 rating is also constrained by
significant minority interests in two fully consolidated joint
ventures, its limited financial policy track record which until now
has been linked to debt restructurings, although expected to remain
prudent in the next 12 to 18 months, its small size relative to
competitors such as Carrefour S.A. (Baa1 stable), Mercadona and
Lidl, which could limit its pricing power; the concentration of its
earnings in certain regions in the north of Spain and its limited
growth prospects.

The company's consolidated leverage, which is expected to be 4.1x
in fiscal 2023 is lower compared to other B2 rated grocers, however
it does not fully capture the presence of a significant minority
interest of 50% in two subsidiaries, Supratuc2020, S.L. (Supratuc)
and Vegonsa Agrupación Alimentaria, SA (Vegalsa), accounting for
around 45% of the company's consolidated EBITDA. Excluding minority
interests leverage would be close to 5.0x. Moody's leverage is
calculated including interest bearing Aportaciones Financieras
Subordinadas Eroski (AFSEs), which, while paying a regular
interest, have some equity like characteristics. AFSEs included in
Moody's Adjusted debt account for only 5% of Eroski's total debt.
Moody's expects Eroski's leverage to slightly reduce over the next
12 to 18 months to just below 4.0x driven by debt repayments and a
relatively stable EBITDA.

Governance risks as per Moody's ESG framework were considered key
rating drivers. As a consequence, the rating is lower than it would
have been if ESG risk exposures did not exist. Eroski has a mixed
financial policy track record and the current deleveraging has been
linked to previous debt restructurings. Moody's notes that despite
the restructurings the company has always paid interest including
on the AFSEs, which have remained in place despite the term loan
write offs. The company also repaid debt in excess of what was
agreed in the restructuring terms and Moody's expect it to continue
to repay debt.  While management remains committed to continue to
reduce leverage, the track record is still limited. The high
governance risk reflects also the organizational structure with
minority shareholders in two subsidiaries. Eroski only holds 50%
stake in Supratuc and Vegalsa, While Eroski controls these
subsidiaries operationally and through the appointment of the
president and a casting vote, their retain a degree of independence
from the rest of the group.

LIQUIDITY

Eroski's liquidity is adequate. As of July 31, 2023 the company had
EUR224 million in cash and the cash balance at closing of the
refinancing is expected to be EUR145 million. Although the group
does not have a committed revolving credit facility, it is raising
a EUR293 million committed reverse factoring facility due in 2028.

Eroski faces moderate working capital seasonality throughout the
year, and tends to have working capital inflows in the first half
of the year and outflows in the second half. Moody's expects the
group to generate negative free cash flow in the next 12-18 months
due to negative working capital movements as the company is in the
process of reducing payment time to its suppliers, to comply with a
new Spanish law. Moody's expects the company to start generating
positive free cash flows from 2025.

The company does not have any short-term maturities, however the
senior secured notes have a springing maturity in July 2027 if the
subordinated notes are not refinanced by then.

STRUCTURAL CONSIDERATIONS

The proposed EUR500 million senior secured notes are rated B2, in
line with the CFR, reflecting their pari passu ranking. The notes
and the proposed EUR113 million senior secured Term Loan A rank
ahead of the EUR209 million subordinated notes and around EUR125
million AFSEs. The B2 rating also reflects the presence of upstream
guarantee from subsidiaries of the group representing around 55% of
the group's EBITDA.

The guarantor coverage is lower than average. The B2-PD PDR, in
line with the CFR, reflects the hypothetical recovery rate of 50%,
which is appropriate for a capital structure comprising bond and
bank debt.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Eroski's
leverage will gradually trend below 4.0x Moody's-adjusted (gross)
debt/EBITDA supported by stable EBITDA and limited debt repayments,
its Interest cover will remain close to 2.0x and the company will
maintain an adequate liquidity in the next 12 to 18 months,
including returning to positive free cash flow generation.

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

Upward pressure on the ratings could arise in case of a sustained
decline of the Moody's-adjusted (gross) debt/EBITDA ratio
sustainably below 3.5x, Moody's Adjusted EBIT/Interest sustainably
above 2.5x, Moody's-adjusted free cash flows to debt increases
above 5% and the company demonstrates a track record of prudent
financial policy and a track record of delivering its business
plan.

Downward pressure on the ratings could arise if Moody's-adjusted
(gross) debt/EBITDA approaches 4.5x, or its Moody's Adjusted
EBIT/Interest goes below 1.5x. A deterioration of the company's
liquidity profile, as shown for example by an inability to generate
positive Moody's-adjusted free cash flow, could also prompt a
negative rating action. Inability to refinance the company's EUR209
million subordinated debt well in advance of its maturity could
also result in a rating downgrade.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Founded in 1969 and headquartered in Elorrio, Spain, Eroski is the
fourth largest Spanish grocer with a market share of around 4%. In
2022 the company's revenue amounted to EUR4.9 billion. Eroski
operates as a cooperative organization, owned and managed by
employees and external members (consumers).



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

AYDEM YENILENEBILIR: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has affirmed Aydem Yenilenebilir Enerji Anonim
Sirketi's (Aydem) Long-Term Issuer Default Rating (IDR) at 'B' with
a Stable Outlook. Fitch has also affirmed the senior secured rating
on its USD750 million 7.75% bond due 2027 at 'B', with a Recovery
Rating of 'RR4'.

The affirmation reflects Aydem's large exposure to the Turkish
economy, its limited size relative to the overall market in
Turkiye, and rising exposure to merchant prices and foreign
exchange (FX) as feed-in tariffs (FiT) gradually expire. Rating
strengths are low offtake risk, supportive regulation for renewable
energy producers in Turkiye, increasing scale, high profitability
and naturally hedged revenue mitigating FX risk.

KEY RATING DRIVERS

Progress in Capex Programme: In 2023 Aydem put into operation 148MW
of new capacities on hybrid solar and wind plants. This is out of
its expansion capex programme of 449MW of hybrid solar and wind
plants in 2023-2025 and, optionally, 500MW each of battery storage
and additional renewable capacity.

Fitch expects the expansionary capex of USD245 million to be
financed mostly with cash at hand and generated cash flows. If
these funds are insufficient, Aydem is likely to reduce investments
or raise new debt. Fitch has accounted for a moderate delay in
regulatory approvals and construction, as was the case in recent
years.

New Capacities to Increase Diversification: Aydem's installed
capacity is 74% hydro plants, but these are highly dependent on
weather conditions and contribute to cash flow volatility. By 2025,
the share of wind and solar plants should reach around 40%, making
the company's generation mix more diversified and stable.
Geographical diversification across Turkiye also slightly reduces
operational volatility.

Stabilised Merchant Prices: Prices on the day-ahead market have
stabilised at USD70/MWh-USD85/MWh since June 2023, and a price cap
for renewable generation companies (USD81/MWh - USD88/MWh) was
removed in October 2023. Aydem may switch the majority of eligible
capacity to FiT from 2024, as the price advantage of the merchant
market is almost diminished. Its long-term forecast for merchant
prices remained almost unchanged at an average of USD75/MWh as we
had already expected price stabilisation before.

Volatile Financial Profile: Aydem's Fitch-calculated EBITDA ranged
between USD98 million and USD203 million in 2020-2022 due to
variable hydro generation, volatile electricity market prices and
the uneven pace of weakening of the Turkish lira against US dollar.
Fitch forecasts funds from operations (FFO) net leverage at around
5.6x in 2023 (3.2x in 2022), with subsequent improvement to below
4.5x, which is the positive sensitivity for the 'B' rating, over
2024-2026. This is on the back of stronger hydrology in 2024 than
in a dry 2023 and increased cash flows from new capacities.

Neutral-to-Positive Free Cash Flow: Fitch expects Aydem's
pre-dividend free cash flow (FCF) to be generally neutral in
2023-2024 and, in the absence of significant capex delays, to
improve from 2025 once the planned capacity expansion is complete.
The company may then implement new renewable capacity projects or
start paying dividends. In 2025-2026, Aydem faces four debt
amortisations, each equaling to 10% of the outstanding value of
notes, for which new debt may be raised.

Stabilised Working Capital: Aydem's working capital stabilised as
of end-3Q23, with an outflow of TRY0.2 billion, or 6% of 9M23
EBITDA (versus an outflow of 38% in 2022). Aydem sells the majority
of electricity through two related-party supply companies. This
scheme allows the company to earn additional spread on top of the
sale price, but exposes it to higher payment collection risk of
supply. Aydem does not create significant reserves for receivables
and expects them to be collected. Fitch forecasts working capital
outflow at 3% of EBITDA on average over 2024-2026.

Bonds Repurchase Moderately Credit-Positive: Aydem has repurchased
its own bonds with a nominal value of around USD76 million (10% of
initial amount) to date in 2022-2023, which it plans to cancel,
reducing the amount of gross debt on balance. Fitch views this as
moderately credit-positive as the bonds have been trading below par
value. Aydem plans to continue repurchasing bonds on the market
with available funds depending on market conditions, but this is
not accounted for in its rating case.

Rising Merchant Exposure: At end-September 2023, the average
remaining FiT period was around 2.5 years. Fitch forecasts the
share of FiT-linked revenue to fall to around 70% in 2024, 50% in
2025 and below 30% in 2026, from about 80% in 2022-2023 as FiTs for
the company's hydro and wind plants gradually expire. Merchant
exposure may increase in a particular year if Aydem decides to
switch some of its power plants from FiT to a merchant basis to
benefit from high energy prices. From 2026, Aydem will operate
predominantly on a merchant basis as most of FiTs expire, and Fitch
expects its debt capacity to reduce.

Supportive Regulation: Around 70% of Aydem's electricity generation
in 2024 will be eligible for the renewable energy support
mechanism, or YEKDEM, a law that provides fixed FiTs denominated in
US dollars for 10 years. Assets under the YEKDEM framework benefit
from a lack of price risk and low offtake risk as all renewable
generation is purchased by the Energy Market Regulatory Authority.
After 10 years, assets switch to merchant-market terms and start
selling at wholesale prices in Turkish lira.

DERIVATION SUMMARY

Aydem shares the same operating and regulatory environment as
Turkish renewable energy producer, Zorlu Yenilenebilir Enerji
Anonim Sirketi (B-/Stable). Both companies have similar scale of
operations, high profitability and benefit from FiT under YEKDEM
that gradually expire, decreasing revenue visibility and raising FX
mismatch over time.

Aydem's exposure to hydro leads to more volatile generation volumes
compared with stable production at Zorlu's geothermal power plants.
This is balanced by Aydem's slightly higher geographical
diversification. The rating differential reflects Aydem's
increasing scale and diversification by generation source, and
lower forecast leverage.

Aydem's business profile compares well with that of
Uzbekistan-based hydro power generator Uzbekhydroenergo JSC (UGE,
BB-/Stable, SCP b+) due to higher revenue visibility supported by
long-term tariffs and better asset quality. This results in a
slightly higher debt capacity for Aydem. Uzbekhydroenergo's
stronger SCP is supported by lower forecast leverage.

Aydem's operates in a weaker operating and regulatory environment
than Energia Group Limited (BB/Stable), an integrated electricity
generation and supply company operating across Northern Ireland and
the Republic of Ireland. Similar to Aydem, Energia benefits from a
large share of regulated and quasi-regulated EBITDA. Energia's
financial profile is comparable to that of Aydem, but Energia
benefits from a higher debt capacity.

KEY ASSUMPTIONS

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

- GDP growth in Turkiye of 4.3% in 2023 and 3%-3.4% annually over
2024-2026. Inflation of 52% in 2023-2024 and 20%-35% in 2025-2026

- Electricity generation volumes at 2.4-3.0 TWh annually over
2023-2026

- US dollar-denominated tariffs as approved by the regulator and
merchant prices of around USD85/MWh in 2023 and on average
USD75/MWh over 2024-2026

- Capex total around USD250 million over 2023-2025, close to
management forecasts

- Dividend at about 65% of pre-dividend FCF from 2025

RECOVERY ANALYSIS

KEY RECOVERY RATING ASSUMPTIONS

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

- A 10% administrative claim

- A GC EBITDA estimate of USD99 million reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level on which Fitch bases
the valuation of the company

- An enterprise value multiple of 5x

These assumptions result in its waterfall generated recovery
computation (WGRC) for the senior secured debt in the 'RR3' band.
However, according to Fitch's Country-Specific Treatment of
Recovery Ratings Criteria, the Recovery Rating for Turkish
corporate issuers is capped at 'RR4'. The Recovery Rating for
senior secured notes is therefore 'RR4' with a WGRC of 50%.

RATING SENSITIVITIES

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

- An upgrade of Turkiye's Country Ceiling, together with the
company maintaining FFO leverage below 5x, FFO net leverage below
4.5x and FFO interest cover above 2.5x on a sustained basis without
significant weakening in revenue visibility

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

- A downgrade of Turkiye's Country Ceiling

- Delayed commissioning of new projects, generation volumes well
below current forecasts, a sustained reduction in profitability or
a more aggressive financial policy leading to FFO leverage above
6x, FFO net leverage above 5.5x and FFO interest cover below 1.7x
on a sustained basis. Deterioration of the business mix with
FiT-linked revenue representing less than 60% on a structural basis
could lead to a tightening of these sensitivities

LIQUIDITY AND DEBT STRUCTURE

At end-3Q23, Aydem had cash and equivalents of TRY1.52 billion
(USD55 million), held mostly in US dollars. The nearest bond
amortisation payment of around USD135 million (20% of outstanding
bond amount) is in 2025.

Aydem's FX exposure will gradually become less balanced as the
share of the company's US dollar-linked revenue falls to about 70%
in 2024, around 50% in 2025 and below 30% from 2026. This will
limit financial flexibility and increase the company's exposure to
the volatile US dollar/Turkish lira exchange rate. This is,
however, mitigated by a partially amortising debt structure from
2025.

ISSUER PROFILE

Aydem is a small renewable energy producer operating hydro, wind
and solar power plants across Turkiye. It is controlled by Aydem
Energy at 81.6%, with the remaining being free float.

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
   -----------              ------      --------   -----
Aydem Yenilenebilir
Enerji Anonim
Sirketi               LT IDR B Affirmed            B

   senior secured     LT     B Affirmed   RR4      B

MERSIN INTERNATIONAL: S&P Rates New Sr. Unsecured Notes 'B'
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' issue rating to the new 8.25%
five-year senior unsecured notes issued by Turkey-based port
operator Mersin Uluslararasi Liman Isletmeciligi A.S. (Mersin
International Port; MIP) (B/Stable/-). MIP will use the proceeds to
refinance its existing $600 million notes due in 2024, extending
maturities until 2028 and removing short-to-medium term liquidity
pressure.

S&P said, "Following the refinancing, we expect MIP to continue
generating solid EBITDA of $255 million-$270 million in 2023. Under
our forecast, the company should be able to sustain S&P Global
Ratings-adjusted funds from operations to debt of at least 30%,
coupled with debt to EBITDA of 2.0x-2.5x, on a five-year
weighted-average basis. This points to modest leverage when
considering the long-term nature of its infrastructure assets.

"The rating reflects our view that MIP is mainly exposed to
Turkiye, which we consider to have a high-risk corporate
environment. This reflects our view of the likelihood that the
government would restrict access to the foreign exchange market (or
liquidity) and impose harsh capital controls in attempts to
constrain Turkish lira depreciation." Even though most of MIP's
cash position is held in U.S. dollars--60% of revenues are
collected in U.S. dollars and the remainder in Turkish lira and
converted to hard currency--revenues are fully collected in
on-shore accounts. This exposes MIP to Turkiye's monetary,
financial, and economic policies. These policies could lead to
obstacles in repatriating export proceeds and converting them to
local currency, restrict MIP's access to foreign currency and stop
the port converting local revenues to hard currency, and limit
money withdrawal to service foreign senior debt. Furthermore, close
to one-half of the business comes from import volumes, which are
intrinsically linked to the industrialized cities surrounding MIP
and reliant on domestic trends and dynamics.

MIP has a leading market position as the largest gateway in
Turkiye, benefiting from pricing flexibility. MIP has reported an
EBITDA margin of 60%-70% over the past 10 years. This is despite
several external challenges including, but not limited to,
macroeconomic conditions in Turkiye, the global slowdown, supply
chain bottlenecks, and the recent earthquakes near the port. S&P
thinks this reflects MIP's leading market position in the region as
well as the sound quality of its operations, with a focus on
tailored services to fulfil customer needs and differentiate from
close competitors. The port benefits from its strategic location,
at the intersection of key maritime trade routes; the extent of and
connectivity to its hinterland; and the industrialized region by
rail and upgraded route connections. As an origin and destination
port, it benefits from inherently stable volumes when compared with
more volatile trans-shipment activities (less than 5% of revenue).
MIP's well established port eco-system, pricing flexibility to
compensate downturns, and expected growth for industrial and
agricultural products in the region would allow the company to
consistently maintain its above-industry-average profitability.


TURKIYE WEALTH: Fitch Affirms 'B' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Wealth Fund's (TWF) Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDR) at 'B'.
The Outlook is Stable.

The affirmation reflects Fitch's unchanged assessment of 'Very
Strong' Status, ownership and control, support track record and
financial implications of default, and 'Strong' socio-political
implications of default. All this leads to an overall government
support score of 50 out of a maximum 60 and an equalisation of
TWF's IDRs with those of Turkiye.

Excluding the state linkage, TWF's rating would still be equal to
the sovereign's as its Standalone Credit Profile (SCP) of 'b' is at
the same level as the sovereign IDR.

KEY RATING DRIVERS

Status, Ownership and Control: 'Very Strong'

Fitch views TWF as a policy-driven key strategic long-term
investment arm of Turkiye, underpinned by the state's full
ownership, and tight control - through the entity's affiliation to
the Presidency of Republic of Turkiye - over TWF's strategy,
operations, and financial activities.

TWF is exempted from a bankruptcy regime. The fund can only be
liquidated on a presidential decree and in case of a liquidation,
Fitch deems very likely that its assets and liabilities will be
transferred to the Turkish state. As a key economic agent of the
Turkish state, Fitch does not expect changes to TWF's status,
ownership and control over the medium term.

Support Track Record: 'Very Strong'

TWF continues to benefit from tangible financial support in the
form of full Treasury guarantee on its syndicated euro loan
comprising 46% of its outstanding financial debt in 2022, which
Fitch expects to be rolled over in the medium term. Further support
was on-lent Treasury funding for the recapitalisation of the
state-owned banks and acquisition of state-owned insurance and
pension companies. Fitch expects guarantees on future borrowing may
be granted if instrumental to TWF's smooth access to capital and
financial markets.

Since TWF's inception, the government has transferred key strategic
state-owned companies to TWF via equity injections. TWF also
benefits from a supportive government policy ranging from exemption
of capital market, privatisation, competition and public
procurement laws and waiving of dividends. TWF has not paid any
dividends to the government since inception.

Socio-Political Implications of Default: 'Strong'

TWF carries strategic importance for the national government's
long-term economic agenda with no direct substitutes, which leads
us to believe that a TWF default would lead to strong political
repercussions.

A majority of TWF's subsidiaries are listed and mature companies
with established operations in various industries ranging from
aviation, telecommunications to agriculture, energy and mining,
while their assets and debt are ring-fenced from TWF. Fitch
therefore does not expect a material impact of a TWF default on the
operations and employees of its subsidiaries and, consequently, on
their provision of public services.

Financial Implications of Default: 'Very Strong'

TWF's financial debt is low in relation to the central government
debt. However, Fitch expects that in case of a TWF default, the
Treasury's full guarantee on TWF's syndicated euro loan would
significantly impair the sovereign's solvency as the Treasury
guarantee is a first-demand obligation for the central government.

Fitch expects TWF and its subsidiaries, such as Istanbul Finance
Center Company, to become a larger and regular issuer in the
financial and capital markets. The latter issued TRY600 million
sukuk in 2021 and TRY900 million sukuk in 2022 to finance the
construction and development of the finance center in Istanbul.

Standalone Credit Profile

The 'b' SCP reflects 'Midrange' operating risk and 'Weaker' revenue
defensibility, combined with a forecast net adjusted debt/EBITDA of
8.0x on average over 2023-2027. The latter is up from 4x in 2022,
due to expected further lira depreciation and borrowing to fund
equity injection in subsidiaries in strategic sectors such as
petrochemicals and mining, financial services, technology,
telecommunications and real estate.

Revenue Defensibility 'Weaker'

Fitch assesses demand as 'Weaker' due to less diversified income
stemming mainly from the national lottery (about 40% of cash
EBITDA), and dividends (50%) concentrated on subsidiaries mainly in
financials, such as Borsa Istanbul; in telecommunications (Turk
Telekommunikasyon A.S. (B/Stable), Turkcell Iletisim Hizmetleri
A.S. (B/Stable)) and its two fully owned sub-funds TWF Financial
Investment and TWF Information Technology.

Fitch assesses pricing characteristics as 'Midrange' mainly due to
fairly inelastic and counter-cyclical demand on its royalties from
its lottery license business Fitch expects turnover from this
business to remain resilient, through the improvement and
optimisation of retail network and diversification of sales
channels, while high inflation cost will be offset by adjustments
to wholesale prices.

Operating Risk 'Midrange'

Fitch sees moderate volatility in commission costs for the national
lottery licence, which represent 92% of operating spending in its
rating case. Although this significantly reduces flexibility, Fitch
expects the main cost item to move in tandem with operating revenue
growth and be broadly contained by TWF's ability to curtail costs.
A considerable portion of the expenditures are fixed and paid as a
percentage of sales, supporting its 'Midrange' assessment.

Capital planning and management are assessed as 'Neutral'. They are
managed effectively by an experienced team within treasury and
strategic asset management. Capex is carefully planned and
conditional on funding being planned in advance.

Financial Profile 'Weaker'

Fitch expects TWF's total debt at holdco level to rise, mainly due
to foreign-exchange (FX) volatility and new investments, but which
will remain moderate, of TRY138.1 billion in 2027 (up from TRY54.5
billion in 2022). Fitch expects investments to be in strategic
sectors such as petrochemicals and mining, financial services,
technology, telecommunications and real estate. Net funding
requirements to be moderated by possible divestments of minority
equity stakes and Fitch forecasts net borrowing on average at
around TRY5.3 billion.

Fitch expects large investments to deplete TWF's cash to TRY3.6
billion in 2027 from TRY27.0 billion in 2022. Fitch expects TWF's
leverage to average about 8.0x under its conservative rating case.

Derivation Summary

Fitch views TWF as a government related entity (GRE) of Turkiye
(B/Stable) and therefore applies a top-down approach under its GRE
Criteria and equalises its ratings with those of the sovereign,
irrespective of its SCP. The assessment results in an overall
support score of 50 points under the GRE criteria. Even without
equalisation, TWF's IDR would be 'B', reflecting its 'b' SCP.

Short-Term Ratings

Under Fitch's criteria, when an issuer's Long-Term IDR is equalised
with a sponsor's (government), the Short-Term IDR will also be
equalised. TWF's Short-Term IDR is 'B', in line with Turkiye's.

National Ratings

According to the National Ratings scale for Turkiye, TWF's
'AAA(tur)' reflects its role as a key strategic GRE in Turkiye with
the highest creditworthiness among other GREs, and therefore
exceptional financial support from the state.

Debt Ratings

N/A

KEY ASSUMPTIONS

Assumptions under the Rating Case:

Fitch has used the following assumptions under its rating case
(2023-2027). The key assumptions for the scenario include:

- Financial debt includes the existing syndicated loan guaranteed
by Treasury and loan used for the purchase of 55% of Turk Telekom
shares in 2022

- Net debt change on average at TRY 5.3 billion

- Dividend stream included as per management case and expected to
increase to TRY10.7 billion in 2027 from TRY3.6 billion in 2022

- Operating revenue CAGR at 31%, slightly below expected inflation
of around 35%, and limited by estimated CAGR for dividend income at
19%

- Operating expenditure CAGR at 34% in 2023-2027, in line with
expected inflation of around 35%

- Average funding cost at 10% as TWF will borrow predominantly on
the international markets in euros or US dollar

- US dollar/Turkish lira (year-end) assumptions are based on the
Fitch sovereign team's estimate of 30.0 in 2023, 34.0 in 2024, 37.5
in 2025, with 10% annual depreciation over the previous year's rate
for 2026 and 5% for 2027

Liquidity and Debt Structure

At end-2022, TWF's debt increased to TRY54.5 billion from TRY18.4
billion at the Holdco level, due to a USD1.6 billion loan for the
purchase of 55% of Turk Telekommunikasyon A.S. shares. The
remainder consisted of an EUR1.3 billion syndicated loan with a
full guarantee from the Treasury. Contingent liabilities are
moderate and relate to the Istanbul Finance Center's borrowing of
TRY6.5 billion raised for the construction and development of the
finance centre in Atasehir.

TWF made further capital injections in 2023 into three state-owned
banks, via on-lent funding from the Turkish Treasury, totalling
TRY111.7 billion, up from TRY27.4 million in 2021.

TWF has about 92% of current assets (TRY27.0 billion) in cash
accounts.

Issuer Profile

TWF is the sole sovereign wealth fund of Turkiye and manages key
state-owned companies on behalf of the government for promoting the
national economy in alignment with the national strategic agenda.
At end-2022 TWF's total consolidated assets accounted for about 37%
of national GDP.

RATING SENSITIVITIES

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

A downgrade of the sovereign would lead to a similar rating action
for TWF as Fitch does not deem the latter to have financial
autonomy warranting a rating above the government.

A weaker assessment of the overall support factors leading to a
score below 45 under its GRE Criteria could lead to a downgrade.

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

An upgrade of the sovereign would lead to a similar rating action
on TWF, provided that overall support factors remains unchanged.

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.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

TWF's ratings are credit- linked to the Turkish sovereign's.

   Entity/Debt             Rating               Prior
   -----------             ------               -----
Turkiye Wealth
Fund              LT IDR    B        Affirmed   B
                  ST IDR    B        Affirmed   B
                  LC LT IDR B        Affirmed   B
                  LC ST IDR B        Affirmed   B
                  Natl LT   AAA(tur) Affirmed   AAA(tur)  



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

BYM CAPITAL: Goes Into Administration
-------------------------------------
Mike Phillips at Bisnow reports that some of the first signs of
significant distress in UK real estate are appearing in the
development sector.

Bisnow can reveal that partners from FRP have been appointed
administrators to BYM Capital, which bought several offices and
shopping centres for redevelopment in the past few years.




FLINT GROUP: Moody's Gives Caa2 CFR, Rates 1st Lien Term Loan Caa2
------------------------------------------------------------------
Moody's Investors Service assigned a Caa2 long term corporate
family rating and Caa2-PD probability of default rating to Flint
Group TopCo Limited ("Flint TopCo or "the company") a newly created
and now rated entity, which is the direct ultimate top parent of
the operating restricted group consolidated under Flint Group MidCo
Limited ("Flint OpCo" formerly rated as ColourOz MidCo). Moody's
also assigned B1 ratings to the EUR72 million equivalent super
senior secured term loan (SSSTL) and B3 ratings to the EUR600
million equivalent senior secured first lien term loan B (TLB),
both part of the operating restricted group debt issued by Flint
Group MidCo Limited and Flint Group Packaging Inks North America
Holdings LLC. In the same action, Moody's assigned a Caa2 rating to
the EUR284 million equivalent senior secured first lien term loan B
PIK HoldCo facility (1L PIK HoldCo facility) and Caa3 rating to the
EUR494 million equivalent senior secured second lien term loan B
PIK HoldCo facility (2L PIK HoldCo facility), both issued by Flint
Group TopCo Limited. The outlook on the three entities is stable.

RATINGS RATIONALE

On September 19, the company completed a comprehensive debt
restructuring of ColourOz MidCo's (the former legal entity) legacy
capital structure. The restructuring resulted in a more than 50%
reduction in the operating group's debt through a partial
restatement of the legacy first lien debt into the newly rated
EUR600 million equivalent senior secured TLB. The remainder of the
legacy first lien and part of the second lien debt was reinstated
as the newly rated Holdco facilities which are consolidated above
Flint OpCo at Flint TopCo. The transaction was implemented
consensually with 100% support from its lenders as well as the
existing shareholders and resulted in the transfer of roughly 98%
of the company's equity ownership to its debt holders.

Flint OpCo benefits from: (1) a reduction in debt of approximately
EUR760 million, (2) lower cash interest due to the PIK feature of
the Holdco facilities and (3) a bolstering of the company's
liquidity due to EUR72 million provided by certain new shareholders
as lenders under the SSSTL. The nearest maturity is the company's
SSSTL which matures in June 2026. The Flint OpCo debt and other
liabilities (such as trade payables and pensions) rank ahead of the
PIK HoldCo facilities. The Flint TopCo debt does not have recourse
to the operating companies due to structural subordination and the
absence of upstream guarantees from the operating companies.
However, due to the reinstatement of a portion of the legacy debt
into the new PIK HoldCo facilities, debt of the consolidated Flint
Group (Flint TopCo and Flint OpCo) did not decline, which leaves
the consolidated Flint Group still highly leveraged with an
unsustainable capital structure. Even incorporating the lower cash
interest relative to the prior capital structure, Moody's expects
the consolidated group will be challenged to generate positive free
cash flow in 2024 or 2025 depending on the pace of end-market
recovery, which is balanced by the company's adequate liquidity.
Interest coverage (including the PIK non-cash interest and Moody's
standard adjustments) is projected at just under 1x
EBITDA-to-interest, and indicates the unsustainability of the
consolidated group's capital structure.

Pro forma for the new financing arrangement, Moody's estimates the
consolidated Flint Group could report a Moody's adjusted gross
debt-to-EBITDA ratio (including PIK facilities) around 13.5x in
2023 (or around 7.0x, excluding the company's PIK HoldCo
facilities). The rating agency expects that over the next 12-18
months the company's EBITDA will expand due to the combination of
declining input costs, selective pricing actions and a gradual
recovery in volumes following the destocking which occurred in the
H2 2022 and extended into 2023. Moody's expects the consolidated
Flint Group's Moody's adjusted gross debt-to-EBITDA ratio will
remain elevated due to the large PIK accrued interest, but that
Flint OpCo's Moody's adjusted gross debt/EBITDA could decline to
below 6.5x by year-end 2024, provided there is some sustained
recovery in volumes and Flint does not experience market share
losses. These metrics incorporate Moody's standard debt adjustments
for pensions and securitization and does not add-back certain
unusual items like restructuring charges expected to continue in
future periods. Moody's expects that during this time the company
will continue to execute on: (1) targeted restructuring actions to
reduce the cost base of the business, (2) digitalization efforts to
improve efficiency, (3) pricing initiatives to improve the
company's margin profile, and (4) product standardization to reduce
supply chain complexity and inventory levels.

The company's (1) globally diversified operating footprint, (2)
strong market position in the growing print consumables (mainly
inks) to the packaging market, (3) strong portfolio of products
with long customer relationships and (4) adequate pro forma
liquidity, support the rating. However, the company's (1) very high
leverage and very weak interest coverage (including the company's
PIK HoldCo facilities), (2) modest EBITDA margins and limited
revenue visibility, (3) exposure to the shrinking print media
market and (4) a relatively complex capital structure, all
constrain the rating.

LIQUIDITY PROFILE

Flint Group's liquidity is adequate. Pro forma for the
restructuring, Moody's expects the company to have around EUR220
million of cash on hand, which Moody's view as an adequate buffer
relative to the company's EUR60 million minimum liquidity covenant.
The company does not have a revolving credit facility, but did
receive additional support from lenders as part of the
restructuring in the form of the new EUR72 million super senior
secured term loan, which is included in the company's pro forma
cash balance. Moody's expects cash on hand, in combination with
forecast funds from operations, to be sufficient to cover capital
spending, working capital movements and general cash needs.

STRUCTURAL CONSIDERATIONS

Moody's rates Flint OpCo and Flint Group Packaging Inks North
America Holdings LLC's SSSTL four notches higher than the CFR at
B1, reflecting its priority ranking and limited size relative to
other debt in the capital structure, and the senior secured term
loans B (EUR and USD) two notches above the CFR at B3 reflecting
their ranking ahead of the PIK HoldCo facilities which have no
upstream guarantees from and no recourse to the operating company.
All operating company liabilities, including the rated debt and the
company's trade payables, pension obligation and lease obligations,
rank ahead of the company's 1L PIK HoldCo facility and 2L PIK
HoldCo facility, rated Caa2 and Caa3 respectively.

COVENANTS AND OTHER BASKETS

Moody's has reviewed the new credit facilities (SSSTL and TLB).
Notable terms of the operating company's credit facilities include
the following:

The deal benefits from a financial maintenance covenant, tested
quarterly, which will require the group to have available liquidity
(cash and undrawn commitments) of at least EUR60m.

Guarantor coverage (tested annually) of at least 80% of
consolidated EBITDA (determined in accordance with the agreement),
80% of consolidated total revenue and 80% of gross assets, and
shall include all companies representing 5% or more of consolidated
EBITDA, consolidated total revenue or gross assets. Security will
be granted over key shares, bank accounts and receivables.

Incremental facilities of up to EUR18 million may be incurred on a
super senior basis, plus EUR50 million of senior debt for each
permitted acquisition that is made, and a further EUR10m of senior
secured debt and EUR10m of junior debt.

The incurrence of debt and the making of distributions are each
permitted under quantifiable baskets sized as a percentage of
consolidated EBITDA, with no leverage-based permissions. The
general debt basket is the greater of EUR25m and 40% of
consolidated EBITDA, and the general distribution basket is the
greater of EUR30m and 20% of consolidated EBITDA. The obligation to
repay all asset sale proceeds (subject to exceptions) is not
subject to a leverage test.

Adjustments to consolidated EBITDA include the full run rate of
cost savings and synergies, capped at 25% of consolidated EBITDA
(confirmed as not unreasonable by an expert third party where
exceeding 15% of consolidated EBITDA), and realisable within 12
months of the relevant event.

The debt structure includes a 1L PIK HoldCo facility and 2L PIK
HoldCo facility, which are borrowed by Flint Group TopCo Limited.
These facilities do not have claims into the finance group and are
structurally subordinate. There is no cross-default to these
facilities in the agreement, but enforcement of their pledges of
the shares of the company would trigger a change of control under
the agreement.

ESG CONSIDERATIONS

Following the company's restructuring in September 2023, equity
ownership was divided amongst its legacy lenders. Flint's largest
five equity holders are Barings, Alcentra, KKR, Credit Suisse and
CVC. Board members have yet to be publicly announced, but according
to the debt documentation Moody's expects the composition could
consist of: (1) the CEO, (2) up to three Independent Directors, who
shall be appointed by (and may be removed by) the investor
majority; and (3) an Independent Director as chairperson who shall
be appointed by (and may be removed by) the investor majority.

The current equity holders also each have a pro-rata portion of the
consolidated group's new debt, which Moody's views as beneficial
for credit quality given the alignment of interests. Additionally,
while the company's debt instruments are tradable and interests
could diverge over time, the company's 2L PIK HoldCo facility is
stapled to the pro-rata equity interests and therefore Moody's
expects general interests of equity holders and debt holders to
remain more aligned than most private companies. The rating agency
also expects that the current equity holders will pursue a sale of
the company over time.

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

Factors that could lead to an upgrade include strong improvements
in operating performance along with maintenance of adequate
liquidity such that Moody's believes the capital structure is
becoming more sustainable and lender recovery prospects are
improving.

Factors that could lead to a downgrade include declining revenue
and EBITDA generation or materially negative FCF or a deterioration
in liquidity such that Moody's believes lender recovery prospects
are deteriorating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in October 2023.

COMPANY PROFILE

Headquartered in Jersey, Flint Group TopCo Limited is one of the
largest global producers and integrated suppliers of inks, with a
wide range of support services for the printing industry.

HMV: To Return to Oxford Street Following Rescue Takeover
---------------------------------------------------------
Express & Star reports that HMV returns to Oxford Street next week
following a four-year absence from the historic West End shopping
centre.

According to Express & Star, the music retailer said the store,
which will open on Nov. 24, will create 70 jobs.

The company shut its flagship London store in 2019 after tumbling
into administration before a rescue takeover by Canadian Doug
Putman's Sunrise Records, Express & Star relates.

The site, where HMV opened its first shop in 1921, had been
operating as an American sweet shop following the closure, Express
& Star states.

It said the shop will become the largest entertainment store in
London and is expected to draw appearances and signings by renowned
musicians to its "purpose-built performance floor", Express & Star
recounts.

It will stock more than 4,000 popular culture merchandise lines,
some 20,000 vinyl albums and CDs, in excess of 8,000 4kUHD,
Blu-rays and DVDs, as well as music technology products, Express &
Star discloses.

The opening follows a significant turnaround in trading at the
retailer since it was taken over by Mr. Putman in 2019, Express &
Star notes.


MAGNUS GROUP: Set to Go Into Administration
-------------------------------------------
Business Sale reports that a haulage firm that sponsored a stand at
Ipswich Town's stadium has started the process to appoint an
administrator.

Magnus Group, based in Great Blakenham, specialises in haulage,
warehousing and freight forwarding.

According to Business Sale, the business had Portman Road's West
Stand renamed after it, but that sponsorship has now been
cancelled.

Court documents show that the company filed a notice of intention
to appoint an administrator on Nov. 17, Business Sale discloses.



S4 CAPITAL: Fitch Lowers LongTerm IDR to 'BB-', Outlook Negative
----------------------------------------------------------------
Fitch Ratings has downgraded S4 Capital Plc's (S4C) Long-Term
Issuer Default Rating (IDR) to 'BB-' from 'BB'. The Outlook on the
IDR is Negative. A full list of ratings is below.

The downgrade reflects its expectation that EBITDA net leverage
will remain above its downgrade sensitivity in 2023-2026, with
weaker free cash flow (FCF) generation due to lower-than-expected
revenue growth and profitability. Fitch therefore views S4C's
financial profile and credit metrics as more consistent with a
'BB-' rating.

The Negative Outlook reflects the continued uncertainty about S4C's
growth prospects and margin recovery beyond 2023. A prolonged
impact of the advertising recession could further reduce S4C's
liquidity buffer and limit its financial flexibility. Further
rating pressure may result from its cash-generation capacity being
more significantly impaired and credit metrics deteriorating more
than expected.

The ratings reflect S4C's inherent earnings volatility with its
high exposure to cyclical advertising and marketing. Positively,
S4C's business profile benefits from a well-defined digital
strategy, a record of expanding client relationships and a good
liquidity profile with low refinancing risk, given long-dated debt
maturities in 2028.

KEY RATING DRIVERS

Economic Cycle Impact: Fitch expects S4C's net revenue to decline
by 4.3% and 2.0% on a like-for-like (lfl) basis in 2023 and 2024,
respectively, after a 26% growth in 2022 as a result of challenging
macroeconomic conditions with clients tightening their marketing
spend, particularly in the technology sector. This will partly be
offset by the technology services segment, which increased 39% lfl
in 9M23 and Fitch expects to be fairly resilient in a recessionary
environment. However, this segment only accounted for 17% of
revenues in 9M23.

Slower Growth: Fitch expects S4C to return to revenue growth in
2025-2026, albeit at lower rates than historical levels, reflecting
uncertainty on the speed of advertising recovery and on the
company's ability to continue growing above the overall advertising
industry. Fitch does not include meaningful M&A activities in its
base case.

Profitability Pressures Continue: Fitch expects S4C's Fitch-defined
EBITDA margin to further decline to 7.4% in 2023 from 11.4% in 2022
and from 15%-18% historically. This is a result of slower revenue
performance with still high operating costs. In 2022 S4C made
significant investments in personnel ahead of revenue growth and
incurred higher costs to improve financial management following a
delayed audit of its FY21 results. Fitch expects EBITDA margin to
gradually improve to 7.9% in 2025, supported by improving revenue
performance following a recovery in digital advertising and cost
saving measures, in particular, headcount reduction.

Increased Leverage: Fitch now forecasts EBITDA net leverage to
increase and remain above its previous negative rating sensitivity
of 2.5x over 2023-2026. Fitch expects the peak of around 3.4x to be
in 2023 followed by a gradual reduction to around 2.6x in 2026, due
to lower EBITDA and FCF generation. This leverage profile is
currently consistent with a 'BB-' rating.

Weakened FCF and Interest Cover: Fitch expects FCF generation to be
negative in 2023-2024 and weaker than Fitch previously forecasts,
due to lower EBITDA, before it turns positive in 2025. Fitch also
expects EBITDA interest cover to decline to 2.4x-2.7x in 2023-2024
before it improves to 3.1x in 2025. S4C's debt is at floating rates
with margins ranging from 2.25% to 3.75% over EURIBOR and SOFR and
Fitch expects cash interest payments to increase to GBP31 million
in 2023 and GBP26 million-GBP28 million in 2024-2025, from GBP14
million in 2022, as a result of higher interest rates.

AI Risks and Opportunities: Fitch sees operational efficiencies
that S4C can derive from artificial intelligence (AI), including
automated data analysis, personalised content creation, predictive
analytics, social media management and automated ad optimisation
solutions.

Fitch expects these tech developments to support S4C's revenues and
margins in the short-to-medium term, but over the longer term they
represent a risk of a structural shift in the sector. Many
medium-sized to large corporates are eager to implement new
technologies and optimise marketing processes internally, in turn
reducing marketing budgets in the long run. This will depend on
factors like technical challenges, ethical concerns and ability to
upskill the workforce.

Key Person Risk: Fitch views the S4C founder, Sir Martin Sorrell, a
key figure in the global advertising space, as crucial to
attracting other founding investors, in making the company
attractive to merger targets and industry talents, and in providing
access to key client accounts. At end-2022, Sir Martin owned 9.4%
of S4C and the only "B" share (providing veto rights and the right
to appoint either himself or another to the board). He has
assembled a strong leadership team, a number of whom Fitch views
also as key personnel.

DERIVATION SUMMARY

S4C has few comparable rated peers, given that it is a recently
founded digital-based advertising and marketing agency. Fitch does
not believe it is relevant to benchmark S4C to the large global
advertising holding companies given the maturity and scale of the
latter's business model and the secular risks they face, including
competition from disruptive challengers such as S4C.

Fitch sees similarities with digital advertising platforms such as
Adevinta ASA (BB+/Stable) and Axel Springer - which is partly owned
by investment holding company Traviata B.V.'s (B/Stable). They
typically have higher margins and a higher component of contracted
revenue than S4C, leading to higher rating thresholds, eg.,
Adevinta has EBITDA net leverage thresholds of 3x -3.5x for 'BBB-'
and 'BB' rating levels, respectively.

A less immediate peer is Stan Holdings SAS (Voodoo; B/Stable), the
largest publisher of mobile hyper-casual games. Voodoo's business
is very different to S4C's. However, games monetisation is driven
by in-app advertising. Its rating is constrained by its small
absolute scale and execution risks leading to tighter leverage
thresholds than S4C's.

KEY ASSUMPTIONS

- Net revenue to fall 4.3% and 2.0% in 2023 and 2024, respectively,
on a lfl basis and grow in the low-to-mid single digits per annum
to 2026

- Fitch-defined EBITDA margin at 7.4% in 2023 and gradually
recovering towards 8.4% by 2026

- Change in working capital flat at 1% of total revenue to 2026

- Capex of about 1.5% of revenue to 2026

- Non-recurring restructuring costs of GBP40 million in FY23 and
GBP10 million in 2024

- Share buyback of GBP8 million in 2023

- No dividends

RATING SENSITIVITIES

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

- Operational performance consistent with management's growth
ambitions, including a continued record of execution and financial
discipline in targeted merger activity. This will be measured,
among other things, by sustained performance in key profitability
and cash flow margins

- EBITDA net leverage expected to remain consistently below 2.5x

- FCF margin expected to remain consistently above 3%

Factors that could, individually or collectively, lead to a Stable
Outlook:

- Evidence of successful management strategy leading to improvement
in the top-line performance and profitability from 2024

- EBITDA net leverage expected to remain consistently below 3.5x

- FCF margin expected to be consistently neutral to positive

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

- Weaker-than-expected performance resulting in continued pressure
on revenue growth and margins

- EBITDA net leverage and EBITDA gross leverage expected to remain
consistently above 3.5x and above 4.5x, respectively

- FCF margin expected to be neutral to negative

- EBITDA interest cover expected to remain below 3.5x on a
sustained basis beyond two consecutive years

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: S4C had GBP213 million of cash and cash
equivalents at end-1H23. The company also has access to a GBP100
million revolving credit facility undrawn as of 9M23. Refinancing
risk is limited with its term loan B maturing only in 2028.

Generic Approach for Senior Secured Debt: Fitch rates S4C's senior
secured rating at 'BB+' in accordance with its Corporates Recovery
Ratings and Instrument Ratings Criteria, under which Fitch applies
a generic approach to instrument notching for 'BB' rated issuers.
Fitch labels S4C's debt as "Category 2 first lien" according to its
criteria, resulting in a Recovery Rating of 'RR2', with two notches
uplift from the IDR to 'BB+'.

ISSUER PROFILE

S4C was the result of a merger of MediaMonks (content practice) and
MightyHive (data and digital media practice). In 2022 S4C acquired
TheoremOne, a provider of digital transformation services including
AI process implementation.

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
   -----------             ------        --------   -----
S4 Capital LUX
Finance S.a r.l.

   senior secured   LT     BB+ Affirmed    RR2      BB+

S4 Capital Plc      LT IDR BB- Downgrade            BB

TREKA BUS: Set to Appoint Administrators After Fall in Revenue
--------------------------------------------------------------
Business Sale reports that minibus manufacturer Treka Bus is set to
fall into insolvency.

According to Business Sale, the West Yorkshire-based company
reported a more than 50% drop in turnover in its most recent annual
accounts and has now applied to appoint administrators.

Despite reporting turnover of just under GBP11.7 million in its
accounts for the year ending December 31, 2022, this was a
significant fall from the nearly GBP23.8 million in turnover Treka
Bus generated during 2021, Business Sale discloses.

At the time, the company's directors said that the fall in revenue
was attributable to a site closure that resulted from a shortage of
critical components -- a common problem for many vehicle
manufacturers worldwide over recent years, Business Sale notes.

In its accounts for 2022, Treka Bus' fixed assets were valued at
GBP305,606, while current assets stood at GBP10.5 million, Business
Sale discloses.  Its net assets at the time totalled GBP4.9
million, Business Sale states.

Treka Bus, which is based in Brighouse, is a trading division of
WNV Tech, a vehicle technology business based in Bolton.  Treka Bus
operates from a 14,000 sq ft production facility on Brighouse's
Armytage Road Industrial Estate.  The company's operations range
from welding and fibreglass finishing to electrical engineering and
it supplies vehicles for a wide array of customers across the
private, public and charitable sectors.


[*] UK: Insolvencies in England and Wales Up 18% in October 2023
----------------------------------------------------------------
Lars Mucklejohn at City A.M. reports that the number of firms going
bust in England and Wales has jumped yet again as the
higher-for-longer interest rate environment continues to put
pressure on businesses and consumers.

According to City A.M., monthly data from the Insolvency Service
showed there were 2,315 insolvencies among registered companies in
October, up 18% from last October when there was 1,954.

Around 82% (1,889) of last month's insolvencies were creditors'
voluntary liquidations (CVLs), where an insolvent company's
directors choose to wind up, City A.M. discloses.

There were an additional 256 compulsory liquidations, 146
administrations, 23 company voluntary arrangements and one
receivership appointment, City A.M. states.  These kinds of
insolvencies were all higher than in October 2022, City A.M.
notes.

Quarterly statistics published at the end of last month showed the
number of insolvencies hit its highest level since the height of
the financial crisis in 2009, City A.M. relates.

The figure comes as UK firms continue to struggle with weak
consumer spending and high interest rates, which were hiked by the
Bank of England in a bid to bring down inflation, according to City
A.M.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: The Titans of Takeover
---------------------------------------
Author:     Robert Slater
Publisher:  Beard Books
Softcover:  252 pages
List Price: $34.95

Order your personal copy at
http://www.beardbooks.com/beardbooks/the_titans_of_takeover.html

Once upon a time -- and for a very long while -- corporate
behemoths decided for themselves when and if they would merge.  No
doubt such decisions were reached the civilized way, in a proper
men's club with plenty of good brandy and better cigars.  Like
giants, they strode Wall Street, fearing no one save the odd
trust-busting politico, mutton-chopped at the turn of the twentieth
century, perhaps mustachioed in the 1960s when the word was no
longer trust but monopoly.

Then came the decade of the 1980s.  Enter the corporate raiders,
men with cash in hand, shrewd business sense, and not a shred of
reverence for the Way Things Have Always Been Done.  These
businesspeople -- T. Boone Pickens, Carl Icahn, Saul Steinberg, Ted
Turner -- saw what others missed: that many of the corporate giants
were anomalies, possessed of assets well worth possessing yet with
stock market performances so unimpressive that they could be had
for bargain prices.

When the corporate raiders needed expert help, enter the investment
bankers (Joseph Perella and Bruce Wasserstein) and the M&A
attorneys (Joseph Flom and Martin Lipton).  And when the merger
went through, enter the arbitragers who took advantage of stock
run-ups, people like Ivan "Greed is Good" Boesky.

The takeover frenzy of the 1980s looked like a game of Monopoly
come to life, where billion-dollar companies seemed to change
ownership as quickly as Boardwalk or Park Place on a sweet roll of
dice.

By mid-decade, every industry had been affected: in 1985, 3,000
transactions took place, worth a record-breaking $200 billion. The
players caught the fancy of the media and began showing up in the
news until their faces were almost as familiar to the public as the
postman's.  As a result, Jane and John Q. Citizen's in Wall Street
began its climb from near zero to the peak where (for different
reasons) it is today.

What caused this avalanche of activity?  Three words: President
Ronald Reagan.  Perhaps his most firmly held conviction was that
Big Business was Being shackled by the antitrust laws, deprived a
fair fight against foreign competitors that has no equivalent of
the Clayton Act in their homelands.

Reagan took office on Jan. 20, 1981, and it wasn't long after that
that his Attorney General, William French Smith, trotted before the
D.C. Bar to opine that, "Bigness does not necessarily mean badness.
Efficient firms should not be hobbled under the guise of antitrust
enforcement."  (This new approach may have been a necessary
corrective to the over-zealousness of earlier years, exemplified by
the Supreme Court's 1966 decision upholding an enforcement action
against the merger of two supermarket chains because the Court felt
their combined share of 8% (yes, that's "eight percent") of the Los
Angeles market was potentially anticompetitive.)

Raiders, investment bankers, lawyers, and arbitragers, plus the fun
couple Bill Agee and Mary Cunningham --remember them? -- are the
personalities Profiled in Robert Slater's book, originally
published in 1987, Slater is a wonderful writer, and he's given us
a book no less readable for being absolutely stuffed with facts,
many of them based on exclusive behind-the-scenes interviews.

                      About The Author

Robert Slater has authored several business books, which have been
on the best-seller lists. He has been a journalist for Newsweek and
Time.


[*] Simpson Thacher Announces 32 New Partners
---------------------------------------------
Simpson Thacher & Bartlett LLP announced on November 14, 2023, that
it has elevated the following attorneys to Partner, effective
January 1, 2024:

* Louis H. Argentieri, M&A (New York)                      
* Andrew Bechtel, Banking and Credit (London)
* Lindsey C. Bohl, Litigation / Antitrust (Washington, D.C.)
* Vanessa K. Burrows, Healthcare / FDA (Washington, D.C.)
* James Campisi, M&A (London)
* Jacqueline B. Clinton, Tax (New York)
* Sean Dougherty, Capital Markets (New York)
* Jacob Durkin, Banking and Credit (London)
* Matt Feehily, Environmental, Social and Governance (ESG) and
Sustainability (London)
* Jeannette Figg, Private Funds (New York)
* Paul Foote, M&A (London)
* Matthew Gabbard, M&A / Fund Transactions (New York)
* Ari Goldman, Real Estate (New York)
* Harry N. Hudesman, Executive Compensation and Employee Benefits
(Palo Alto)
* Matthew Kemp, Private Funds (Los Angeles)
* John J. Kreager, Private Funds (Los Angeles)
* W. Andrew Lanius, Banking and Credit (Houston)
* Jeffrey P. Levine, M&A (New York)
* Keegan T. Lopez, M&A (New York)
* Caleb McConnell, Tax (London)
* Jacob K. Millikin, Private Funds (New York)
* Shannon O'Sullivan, Private Funds (New York)
* Vasanth Padaki, Private Funds (London)
* Caroline W. Phillips, Tax (New York)
* Sam Rudik, Real Estate (New York)
* Toby Smyth, Restructuring (London)
* David C. Snowden, Capital Markets (Tokyo)
* Nathan D. Somogie, Registered Funds (New York)
* Jaclyn K. Starr, Private Funds (New York)
* Lu Wang, Private Funds (New York)
* David F. Whelan, Private Funds (New York)
* Yoonji Woo, Private Funds (New York)

               About Simpson Thacher

Simpson Thacher & Bartlett LLP (www.simpsonthacher.com) is one of
the world’s leading international law  rms. The Firm was
established in 1884 and has more than 1,000 lawyers. Headquartered
in New York with o ces in Beijing, Brussels, Hong Kong, Houston,
London, Los Angeles, Palo Alto, São Paulo, Tokyo and Washington,
D.C., the Firm provides coordinated legal advice and transactional
capability to clients around the globe.


                           *********


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 * * *